N-CSRS 1 d95428dncsrs.htm FUNDVANTAGE TRUST FundVantage Trust

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 811-22027                        

                                     FundVantage Trust                                    

(Exact name of registrant as specified in charter)

301 Bellevue Parkway

                                 Wilmington, DE 19809                                

(Address of principal executive offices) (Zip code)

Joel L. Weiss

JW Fund Management LLC

100 Springdale Rd., Suite A3-416

                             Cherry Hill, NJ 08003                            

(Name and address of agent for service)

Registrant’s telephone number, including area code: 856-528-3500

Date of fiscal year end:  April 30

Date of reporting period:  October 31, 2016

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.


BRADESCO LATIN AMERICAN EQUITY FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016
   

Six Months

 

1 Year

 

Since Inception

Institutional Class

      14.40 %       28.16 %       -5.79 %*

MSCI EM (Emerging Markets) Latin America Net Total Return Index

      15.11 %       33.28 %       -10.83 %**

Retail Class

      14.33 %       27.94 %       -10.26 %*

MSCI EM (Emerging Markets) Latin America Net Total Return Index

      15.11 %       33.28 %       -18.39 %**

 

  Not Annualized.

 

*

Institutional Class shares and Retail Class shares of the Bradesco Latin American Equity Fund (the “Fund”) commenced operations on December 20, 2013 and June 9, 2014, respectively.

 

**

Benchmark performance is from each class shares respective commencement date and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5705.

The Fund’s total gross and net operating expense ratio, as stated in the current prospectus dated September 1, 2016, is 2.99% and 1.76%, 3.24% and 2.01%, respectively, of the Fund’s average daily net assets for Institutional Class and Retail Class shares, respectively, which may differ from the actual expenses incurred by the Fund for the period covered by this report. A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. The redemption fee is not reflected in the returns shown above. BRAM US LLC (“BRAM US” or the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent necessary to ensure that the Fund’s “Total Annual Fund Operating Expenses”, excluding taxes, any class specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees or transfer agency fees) “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, do not exceed 1.75% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of the FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/ or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

The Fund intends to evaluate performance as compared to that of the MSCI EM (Emerging Markets) Latin America Net Total Return Index (net of foreign withholding taxes) (the “Index”). The Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of emerging markets in Latin America. The MSCI EM (Emerging Markets) Latin America Net Total Return Index consists of the following 5 emerging market country indexes: Brazil, Chile, Colombia, Mexico, and Peru. An index is unmanaged and it is not possible to invest in an index.

 

1


BRADESCO LATIN AMERICAN EQUITY FUND

Semi-Annual Report

Performance Data (Concluded)

October 31, 2016

(Unaudited)

The Fund is non-diversified which means it may be invested in a limited number of issuers geographically particularly Latin America and more susceptible to any economic, political and regulatory events. The Fund invests primarily in markets of emerging countries which are riskier and may be considered speculative. In addition, many emerging securities markets have far lower trading volumes, currency devaluation risk and less liquidity than developed markets. The Fund may invest in derivatives (futures, options, and swaps), depositary receipts and small to mid-capitalization companies all of which may cause greater volatility and less liquidity. Funds that invest in derivatives are subject to the risks of the underlying securities which may be more sensitive to changes in market conditions and may amplify risks. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Fund and reduce its returns.

Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.

 

2


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016    
    

Six Months

 

1 Year

 

Since Inception

Institutional Class

       6.69 %       10.43 %       2.03 %*

CS (Credit Suisse) Latin America Corporate Index 0-6Y A/B Buckets

       6.44 %       11.13 %       11.54 %**

Retail Class

       6.41 %       10.11 %       -0.30 %*

CS Latin America Corporate Index 0-6Y A/B Buckets

       6.44 %*       11.13 %       5.34 %**

 

  Not Annualized.

 

*

Institutional Class shares and Retail Class shares of the Bradesco Latin American Hard Currency Bond Fund (the “Fund”) commenced operations on December 20, 2013 and June 9, 2014, respectively.

 

**

Benchmark performance is from each class shares respective commencement date not the commencement date of the benchmark itself.

The performance data includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5705.

The Fund’s total gross and net operating expense ratio, as stated in the current prospectus dated September 1, 2016, is 2.42% and 1.51%, 2.67% and 1.76%, respectively, of the Fund’s average daily net assets for Institutional Class and Retail Class shares, respectively, which may differ from the actual expenses incurred by the Fund for the period covered by this report. A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. The redemption fee is not reflected in the returns shown above. BRAM US LLC (“BRAM US” or the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent necessary to ensure that the Fund’s “Total Annual Fund Operating Expenses”, excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, do not exceed 1.50% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of the FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/ or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.

The Fund intends to evaluate performance as compared to that of the CS (Credit Suisse) Latin America Corporate Index 0-6Y A/B Buckets (the “Index”). The Index is a subset index of the Credit Suisse-Latin America Corporate Index (“LACI”). It contains bonds with less than 6 years to maturity and rated “B-” or higher [composite of Moody’s,

 

3


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Semi-Annual Report

Performance Data (Concluded)

October 31, 2016

(Unaudited)

S&P, and Fitch ratings as determined by Credit Suisse’s methodology]. LACI is a diversified basket of liquid, tradable Latin American corporate bond issues that are denominated in US dollars. This index provides a region-specific benchmark that represents characteristics, pricing, and total return performance of different asset classes within the Latin American corporate bond universe. The index is divided into three different categories, including supranational, quasi-sovereign, and corporate bonds and can be broken down by country of issuance. An index is unmanaged and it is not possible to invest in an index.

The Fund is non-diversified which means it may be invested in a limited number of issuers particularly in Latin America and more susceptible to any economic, political and regulatory events. The Fund invests primarily in markets of emerging countries which are riskier and may be considered speculative as well as derivatives which may amplify volatility. In addition, many emerging securities markets have far lower trading volumes, currency devaluation risk and less liquidity than developed markets. The Fund invests in below investment grade bonds (known as “junk bonds”) and may be less liquid and subject to greater volatility. The Fund is subject to the same risks as the underlying bonds in the portfolio such as credit, prepayment, sovereign debt, call and interest rate risk. As interest rates rise the value of bond prices will decline.

Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.

 

4


BRADESCO FUNDS

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Bradesco Funds (each a “Fund” and together, the “Funds”), you incur two types of costs: (1) transaction costs, including redemption fees; and (2) 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 a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested from May 1, 2016, through October 31, 2016 and held for the entire period.

Actual Expenses

The first line for each Fund in the accompanying tables provide information about 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 for each Fund in the accompanying tables provide information about hypothetical account values and hypothetical expenses based on such Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 the Fund(s) and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

5


BRADESCO FUNDS

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     Bradesco Latin American Equity Fund
     Beginning Account Value    Ending Account Value    Expenses Paid
     May 1, 2016    October 31, 2016    During Period*

Institutional Class

              

Actual

       $1,000.00          $1,144.00          $  9.46  

Hypothetical (5% return before expenses)

       1,000.00          1,016.38          8.89  

Retail Class

              

Actual

       $1,000.00          $1,143.30          $10.80  

Hypothetical (5% return before expenses)

       1,000.00          1,015.12          10.16  
     Bradesco Latin American Hard Currency Bond Fund
     Beginning Account Value    Ending Account Value    Expenses Paid
     May 1, 2016    October 31, 2016    During Period**

Institutional Class

              

Actual

       $1,000.00          $1,066.90          $7.81  

Hypothetical (5% return before expenses)

       1,000.00          1,017.64          7.63  

Retail Class

              

Actual

       $1,000.00          $1,064.10          $9.10  

Hypothetical (5% return before expenses)

       1,000.00          1,016.39          8.89  

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.75% and 2.00% for the Institutional Class and the Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 14.40% and 14.33% for the Institutional Class and the Retail Class shares, respectively.

 

**

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.50% and 1.75% for the Institutional Class and the Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 6.69% and 6.41% for the Institutional Class and the Retail Class shares, respectively.

 

6


BRADESCO LATIN AMERICAN EQUITY FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
  Value

COMMON STOCK:

        

Banks

       19.5 %     $ 3,031,250  

Oil & Gas

       12.0         1,864,422  

Building Materials

       7.9         1,228,387  

Beverages

       5.9         925,601  

Commercial Services.

       5.3         821,021  

Retail

       5.3         819,153  

Electric

       4.5         692,109  

REITS

       4.4         679,238  

Telecommunications

       3.8         599,894  

Diversified Financial Services

       3.2         503,269  

Insurance

       2.8         434,085  

Food

       2.6         405,202  

Iron/Steel

       2.6         397,992  

Auto Parts & Equipment.

       2.2         343,978  

Software

       1.5         234,151  

Pharmaceuticals

       1.4         211,026  

Airlines

       1.0         162,071  

Media

       0.9         147,180  

Aerospace/Defense

       0.4         69,518  

Preferred Stocks

       9.8         1,525,890  

Registered Investment Company

       5.0         779,816  

Liabilities in Excess of Other Assets

       (2.0 )       (309,663 )
    

 

 

     

 

 

 

NET ASSETS

       100.0 %     $ 15,565,590  
    

 

 

     

 

 

 

 

 

Portfolio holdings are subject to change at any time.    

The accompanying notes are an integral part of the financial statements.

 

7


BRADESCO LATIN AMERICAN EQUITY FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

     Number
  of Shares  
     Value  

COMMON STOCKS — 87.2%

  

  

Brazil — 52.9%

     

AMBEV SA, SP ADR

     58,200       $ 343,380   

B2W Cia Digital*

     55,000                 268,625   

Banco do Brasil SA

     43,200         397,083   

BB Seguridade Participacoes SA

     43,300         434,085   

BM&FBovespa SA - Bolsa de Valores Mercadorias e Futuros

     63,500         373,003   

BRF SA

     6,900         115,432   

BRF SA, ADR

     9,100         152,152   

CCR SA

     49,400         268,976   

Cosan SA Industria e Comercio

     13,700         183,310   

CPFL Energia SA

             4   

EcoRodovias Infraestrutura e Logistica SA*

     131,734         389,177   

Embraer SA, ADR

     3,250         69,518   

Energisa SA

     43,100         302,456   

Hypermarcas SA

     25,200         211,026   

Itau Unibanco Holding SA, ADR

     124,190                 1,481,587   

Linx SA

     39,462         234,151   

Lojas Renner SA

     45,500         384,726   

Multiplan Empreendimentos Imobiliarios SA

     7,500         150,869   

Petroleo Brasileiro SA, SP ADR*

     112,100         1,308,207   

Qualicorp SA

     25,200         162,868   

Telefonica Brasil SA

     19,547         230,130   

Ultrapar Participacoes SA

     16,400         372,905   

Vale SA, SP ADR

     61,800         397,992   
     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

Brazil — (Continued)

     

Valid Solucoes e Servicos de Seguranca em Meios de Pagamento e Identificacao SA

           $ 1   
     

 

 

 
        8,231,663   
     

 

 

 

Chile — 5.9%

     

Colbun SA

     1,166,000         254,024   

Itau CorpBanca

     15,800,000         143,628   

Latam Airlines Group SA, ADR*

     16,900         162,071   

Parque Arauco SA

     143,439                  355,711   
     

 

 

 
        915,434   
     

 

 

 

Colombia — 0.8%

     

Grupo De Inversiones Suramericana SA

     10,100         130,265   
     

 

 

 

Mexico — 25.3%

     

Alsea SAB de CV

     38,200         142,525   

America Movil SAB de CV, SP ADR, Class L

     7,697         101,139   

Arca Continental SAB de CV

     44,200         274,680   

Banregio Grupo Financiero SAB de CV

     23,800         156,001   

Cemex SAB de CV, SP ADR*

     37,590         326,281   

Coca-Cola Femsa SAB de CV, SP ADR

     4,100         307,541   

Concentradora Fibra Danhos SA de CV, REIT

     125,450         229,648   

Gruma SAB de CV, Class B

     9,900         137,618   

Grupo Aeroportuario del Centro Norte SAB de CV, ADR

     2,800         130,760   
 

 

The accompanying notes are an integral part of the financial statements.

 

8


BRADESCO LATIN AMERICAN EQUITY FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

     Number
  of Shares  
    Value  

COMMON STOCKS — (Continued)

  

 

Mexico — (Continued)

    

Grupo Aeroportuario Del Sureste SAB de CV, Class B

     24,400      $ 388,443   

Grupo Financiero Banorte SAB de CV, Class O

     84,100        496,119   

Grupo Televisa SA, SP ADR

     6,000        147,180   

Infraestructura Energetica Nova SAB de CV

     30,700        135,625   

PLA Administradora Industrial S de RL de CV REIT

     56,600        93,879   

Promotora Y Operadora de Infraestructura SAB de CV

     20,800        232,034   

Rassini SAB de CV

     74,100        343,978   

Wal-Mart de Mexico SAB de CV

     138,000        291,902   
    

 

 

 
       3,935,353   
    

 

 

 

Peru — 2.3%

    

Credicorp Ltd.

     2,400        356,832   
    

 

 

 

TOTAL COMMON STOCKS (Cost $12,809,367)

   

            13,569,547   
    

 

 

 

PREFERRED STOCKS — 9.8%

  

 

Brazil — 9.8%

    

Cia de Transmissao de Energia Eletrica Paulista

     7,295        158,287   

Cia Energetica de Minas Gerais

     31,000        94,690   

Cia Energetica de Sao Paulo, Class B

     35,600        164,505   
     Number
  of Shares  
    Value  

PREFERRED STOCKS — (Continued)

  

 

Brazil — (Continued)

    

Gerdau SA

     51,100      $ 176,737   

Itausa - Investimentos Itau SA

     315,700        931,671   
    

 

 

 
       1,525,890   
    

 

 

 

TOTAL PREFERRED STOCKS

(Cost $1,305,684)

  

  

    1,525,890   
    

 

 

 

REGISTERED INVESTMENT COMPANY — 5.0%

  

Dreyfus Government Cash Management Fund, Institutional Shares, 0.28%(a)

     779,816        779,816   
    

 

 

 

TOTAL REGISTERED INVESTMENT
COMPANY
(Cost $779,816)

    

             779,816   
    

 

 

 

TOTAL INVESTMENTS - 102.0%
(Cost $14,894,867)

   

    15,875,253   

LIABILITIES IN EXCESS OF OTHER ASSETS - (2.0)%

       (309,663
    

 

 

 

NET ASSETS -100.0%

     $       15,565,590   
    

 

 

 

 

* Non-income producing.
(a)  Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016.

 

ADR

 

American Depository Receipt

REIT

 

Real Estate Investment Trust

SP ADR    

Sponsored American Depository Receipt

 

 

The accompanying notes are an integral part of the financial statements.

 

9


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

     % of Net
Assets
  Value

SECURITY TYPE:

        

Corporate Bonds and Notes

       91.7 %     $ 14,302,502  

Government Bonds

       6.1         955,800  

Registered Investment Company

       7.2         1,129,229  

Liabilities in Excess of Other Assets

       (5.0 )       (786,456 )
    

 

 

     

 

 

 

NET ASSETS

       100.0 %     $ 15,601,075  
    

 

 

     

 

 

 

 

 

Portfolio holdings are subject to change at any time.    

The accompanying notes are an integral part of the financial statements.

 

10


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

                                         
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — 91.7%

  

Austria — 0.1%

  

  

OAS Investments GmbH
8.25%, 10/19/2019(a)(b)

   $ 200,000       $ 7,250   
     

 

 

 

Brazil — 32.0%

     

Banco Daycoval SA
5.75%, 03/19/2019

     200,000         204,000   

Banco do Brasil SA
5.88%, 01/19/2023

     700,000         694,540   

Banco Santander Brasil SA
4.63%, 02/13/2017

     200,000         201,231   

BM&FBovespa SA
5.50%, 07/16/2020

     1,500,000         1,567,500   

Centrais Eletricas Brasileiras SA
5.75%, 10/27/2021

     500,000         499,375   

Cia Brasileira de Aluminio
4.75%, 06/17/2024

     200,000         189,940   

Embraer SA
5.15%, 06/15/2022

     500,000         522,495   

Itau Unibanco Holding SA
5.75%, 01/22/2021

     200,000         207,500   

Itau Unibanco Holding SA
5.65%, 03/19/2022

     300,000         307,050   

Itau Unibanco Holding SA
5.50%, 08/06/2022

     200,000         203,040   

Votorantim Cimentos SA
7.25%, 04/05/2041

     400,000         389,000   
     

 

 

 
        4,985,671   
     

 

 

 

Canada — 1.9%

     

St Marys Cement, Inc.
5.75%, 01/28/2027(b)

     300,000         302,895   
     

 

 

 
                                         
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Cayman Islands — 22.5%

  

  

BR Malls International Finance Ltd.
8.50%, 01/29/2049(b)(c)

   $ 400,000       $ 396,000   

Braskem Finance Ltd.
7.00%, 05/07/2020

     250,000         275,000   

Braskem Finance Ltd.
5.75%, 04/15/2021

     200,000         207,440   

Cosan Overseas Ltd.
8.25%, 11/29/2049(b)(c)

     600,000         597,750   

Fibria Overseas Finance Ltd.
5.25%, 05/12/2024

     400,000         409,500   

Marfrig Overseas Ltd.
9.50%, 05/04/2020(b)

     200,000         207,040   

Suzano Trading Ltd.
5.88%, 01/23/2021

     200,000         206,500   

Vale Overseas Ltd.
4.38%, 01/11/2022

     500,000         501,250   

Vale Overseas Ltd.
6.25%, 08/10/2026

     200,000         214,500   

Vale Overseas Ltd.
6.88%, 11/10/2039

     500,000         494,100   
     

 

 

 
        3,509,080   
     

 

 

 

Chile — 1.3%

     

Itau CorpBanca
3.88%, 09/22/2019

     200,000         208,323   
     

 

 

 

Colombia — 2.8%

     

Bancolombia SA
5.95%, 06/03/2021

     400,000         440,600   
     

 

 

 

Luxembourg — 7.5%

     

Cosan Luxembourg SA
7.00%, 01/20/2027(b)

     400,000         415,000   

Klabin Finance SA
5.25%, 07/16/2024

     360,000         354,600   
 

 

The accompanying notes are an integral part of the financial statements.

 

11


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

                                         
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Luxembourg — (Continued)

     

Ultrapar International SA
5.25%, 10/06/2026

   $ 400,000       $ 405,960   
     

 

 

 
        1,175,560   
     

 

 

 

Mexico — 8.4%

     

Alfa SAB de CV
5.25%, 03/25/2024(b)

     500,000         543,750   

America Movil SAB de CV
5.00%, 03/30/2020

     300,000         328,528   

Grupo Bimbo SAB de CV
4.50%, 01/25/2022

     400,000         433,437   
     

 

 

 
        1,305,715   
     

 

 

 

Netherlands — 11.9%

     

CIMPOR Financial Operations BV
5.75%, 07/17/2024(b)

     200,000         172,758   

Petrobras Global Finance BV
8.38%, 05/23/2021

     500,000         553,150   

Petrobras Global Finance BV 8.75%, 05/23/2026

     1,000,000         1,126,500   
     

 

 

 
        1,852,408   
     

 

 

 

Virgin Islands — 3.3%

     

Gerdau Trade, Inc.
5.75%, 01/30/2021

     500,000         515,000   
     

 

 

 

TOTAL CORPORATE
BONDS AND NOTES
(Cost $14,258,474)

        14,302,502   
     

 

 

 

GOVERNMENT BONDS — 6.1%

  

  

Brazilian Government International Bond
5.88%, 01/15/2019

     300,000         324,300   
                                         
     Par
Value
     Value  

GOVERNMENT BONDS — (Continued)

  

  

Brazilian Government International Bond
7.13%, 01/20/2037

   $ 300,000       $ 342,000   

Brazilian Government International Bond
5.63%, 01/07/2041

     300,000         289,500   
     

 

 

 

TOTAL GOVERNMENT
BONDS
(Cost $915,763)

    

     955,800   
     

 

 

 
     Number
of Shares
        

REGISTERED INVESTMENT COMPANY — 7.2%

  

Dreyfus Government Cash Management Fund, Institutional Shares, 0.28%(d)

     1,129,229         1,129,229   
     

 

 

 

TOTAL REGISTERED INVESTMENT COMPANY
(Cost $1,129,229)

    

     1,129,229   
     

 

 

 

TOTAL INVESTMENTS - 105.0%
    (Cost $16,303,466)

   

     16,387,531   

LIABILITIES IN EXCESS OF
OTHER ASSETS - (5.0)%

   

     (786,456
     

 

 

 

NET ASSETS - 100.0%

  

   $     15,601,075   
     

 

 

 

 

(a)  Investment with a total aggregate value of $7,250 or 0.05% of net assets was in default as of October 31, 2016.
(b)  This security is callable.
(c)  Security is perpetual. Date shown is next call date.
(d)  Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016.
 

 

The accompanying notes are an integral part of the financial statements.

 

12


BRADESCO FUNDS

Statements of Assets and Liabilities

October 31, 2016

(Unaudited)

 

     Bradesco Latin
American Equity
Fund
  Bradesco
Latin American
Hard Currency Bond
Fund

Assets

        

Investments, at value (Cost $14,894,867 and $16,303,466, respectively)

     $ 15,875,253       $ 16,387,531  

Foreign Currency (Cost $2 and $0, respectively)

       2          

Deposit with Broker

               32,601  

Receivable for investments sold

       1,139,678          

Receivable for capital shares sold

       5,065          

Dividends and interest receivable

       11,018         255,585  

Receivable from Investment Adviser

       903         3,322  

Prepaid expenses and other assets

       36,106         36,478  
    

 

 

     

 

 

 

Total assets

       17,068,025         16,715,517  
    

 

 

     

 

 

 

Liabilities

        

Payable for investments purchased

       1,435,967         1,048,196  

Payable for audit fees

       24,569         26,476  

Payable for administration and accounting fees

       20,896         22,288  

Payable for transfer agent fees

       6,777         9,045  

Payable for printing fees

       6,511         4,252  

Payable for custodian fees

       2,452         1,062  

Payable for legal fees

       1,713         675  

Accrued expenses

       3,550         2,448  
    

 

 

     

 

 

 

Total liabilities

       1,502,435         1,114,442  
    

 

 

     

 

 

 

Net Assets

     $ 15,565,590       $ 15,601,075  
    

 

 

     

 

 

 

Net Assets Consisted of:

        

Capital stock, $0.01 par value

     $ 18,488       $ 16,139  

Paid-in capital

       18,151,743         16,317,157  

Accumulated net investment income

       7,062         19,150  

Accumulated net realized loss from investments, foreign currency transactions, futures contracts and translation of assets and liabilities denominated in foreign currency

       (3,592,226 )       (835,436 )

Net unrealized appreciation on investments and foreign currency translations

       980,523         84,065  
    

 

 

     

 

 

 

Net Assets

     $ 15,565,590       $ 15,601,075  
    

 

 

     

 

 

 

Institutional Class:

        

Net asset value, offering and redemption price per share ($15,419,305 / 1,831,345) and ($15,503,895 / 1,603,855 shares)

     $ 8.42       $ 9.67  
    

 

 

     

 

 

 

Retail Class:

        

Net asset value, offering and redemption price per share ($146,285 / 17,466) and ($97,180 / 10,028 shares)

     $ 8.38       $ 9.69  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

13


BRADESCO FUNDS

Statements of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

         Bradesco
     Bradesco Latin   Latin American
     American Equity   Hard Currency Bond
     Fund   Fund

Investment Income

        

Dividends

     $ 152,805       $  

Less: foreign taxes withheld

       (12,550 )        

Interest

       566         376,466  
    

 

 

     

 

 

 

Total investment income

       140,821         376,466  
    

 

 

     

 

 

 

Expenses

        

Advisory fees (Note 2)

       69,612         57,587  

Administration and accounting fees

       35,699         35,494  

Registration and filing fees

       13,928         14,201  

Custodian fees (Note 2)

       11,124         8,127  

Legal fees

       10,740         13,025  

Transfer agent fees (Note 2)

       9,690         12,456  

Audit fees

       8,848         8,976  

Trustees’ and officers’ fees (Note 2)

       8,594         11,008  

Printing and shareholder reporting fees

       3,843         7,264  

Distribution fees (Retail Class) (Note 2)

       128         120  

Other expenses.

       9,762         10,340  
    

 

 

     

 

 

 

Total expenses

       181,968         178,598  
    

 

 

     

 

 

 

Less: waivers and reimbursements (Note 2)

       (60,019 )       (63,273 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

       121,949         115,325  
    

 

 

     

 

 

 

Net investment income

       18,872         261,141  
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments

        

Net realized gain from investments*

       598,368         118,809  

Net realized gain from written options**

               16,313  

Net realized loss from foreign currency transactions

       (27,943 )        

Net realized gain from futures contracts**

               28,227  

Net change in unrealized appreciation/(depreciation) on investments

       1,362,880         543,150  

Net change in unrealized appreciation/(depreciation) on foreign currency translations

       (189 )        
    

 

 

     

 

 

 

Net realized and unrealized gain on investments

       1,933,116         706,499  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

     $ 1,951,988       $ 967,640  
    

 

 

     

 

 

 

 

 

*

Includes realized loss on purchased options of $(53,141) for the Bradesco Latin American Hard Currency Bond Fund. Primary risk exposure is equity contracts.

**

Primary risk exposure is interest rate contracts.

The accompanying notes are an integral part of the financial statements.

 

14


BRADESCO LATIN AMERICAN EQUITY FUND

Statements of Changes in Net Assets

 

     For the
Six Months Ended
October 31, 2016
(Unaudited)
   For the
Year Ended
April 30, 2016

Increase/(Decrease) in net assets from operations:

         

Net investment income

     $ 18,872        $ 136,551  

Net realized gain/(loss) from investments and foreign currency transactions

       570,425          (2,459,753 )

Net change in unrealized appreciation/(depreciation) on investments and foreign currency translations

       1,362,691          154,864  
    

 

 

      

 

 

 

Net increase/(decrease) in net assets resulting from operations

       1,951,988          (2,168,338 )
    

 

 

      

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

       35,282          27,302  
    

 

 

      

 

 

 

Total increase/(decrease) in net assets

       1,987,270          (2,141,036 )
    

 

 

      

 

 

 

Net assets

         

Beginning of period

       13,578,320          15,719,356  
    

 

 

      

 

 

 

End of period

     $ 15,565,590        $ 13,578,320  
    

 

 

      

 

 

 

Accumulated net investment gain/(loss), end of period

     $ 7,062        $ (11,810 )
    

 

 

      

 

 

 

The accompanying notes are an integral part of the financial statements

 

15


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Statements of Changes in Net Assets

 

     For the
Six Months Ended
October 31, 2016
(Unaudited)
  For the
Year Ended
April 30, 2016

Increase/(Decrease) in net assets from operations:

        

Net investment income

     $ 261,141       $ 478,991  

Net realized gain/loss from investments, foreign currency transactions and futures contracts

       163,349         (874,581 )

Net change in unrealized appreciation/(depreciation) on investments and foreign currency translations

       543,150         (322,417 )
    

 

 

     

 

 

 

Net increase/decrease in net assets resulting from operations

       967,640         (718,007 )
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Institutional Class

       (259,141 )       (473,674 )

Retail Class

       (1,486 )       (2,776 )
    

 

 

     

 

 

 

Total from net investment income

       (260,627 )       (476,450 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

       (260,627 )       (476,450 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

       222,439         406,479  
    

 

 

     

 

 

 

Total increase/(decrease) in net assets

       929,452         (787,978 )
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       14,671,623         15,459,601  
    

 

 

     

 

 

 

End of period

     $ 15,601,075       $ 14,671,623  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 19,150       $ 18,636  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

16


BRADESCO LATIN AMERICAN EQUITY FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for each of the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class
     For the Six Months
Ended
October 31, 2016

(Unaudited)
  For the Year
Ended
April 30, 2016
  For the Year
Ended
April 30, 2015
  For the Period
December 20, 2013*
to April 30, 2014

Per Share Operating Performance

                

Net asset value, beginning of period

     $ 7.36       $ 8.54       $ 10.24       $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.01         0.07         0.06         0.06  

Net realized and unrealized gain/(loss) on investments

       1.05         (1.25 )       (1.75 )(2)       0.18  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       1.06         (1.18 )       (1.69 )       0.24  
    

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                

Net investment income

                       (0.01 )        
    

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 8.42       $ 7.36       $ 8.54       $ 10.24  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       14.40 %       (13.82 )%       (16.51 )%(2)       2.40 %

Ratio/Supplemental Data

                

Net assets, end of period (in thousands)

     $ 15,419       $ 13,481       $ 15,637       $ 1,024  

Ratio of expenses to average net assets

       1.75 %(4)       1.75 %       1.75 %       1.75 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       2.61 %(4)       2.98 %       3.27 %       23.40 %(4)

Ratio of net investment income to average net assets

       0.27 %(4)       1.08 %       0.60 %       1.70 %(4)

Portfolio turnover rate

       50.95 %(6)       76.71 %       120.72 %       15.55 %(6)

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)  During the period, the Adviser reimbursed the Fund for a loss on an investment not meeting the Fund’s investment guidelines. Had this reimbursement not occurred, the Net realized and unrealized gain/(loss) on investments and the Total investment return would have been $(1.83) and (17.29)%, respectively.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4)  Annualized.
(5)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6) 

Not annualized.

The accompanying notes are an integral part of the financial statements.

 

17


BRADESCO LATIN AMERICAN EQUITY FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Retail Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total return in the table represents the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Retail Class
     For the Six Months
Ended

October 31, 2016
(Unaudited)
  For the Year
Ended
April 30, 2016
  For the Period
June 9, 2014*

to April 30, 2015

Per Share Operating Performance

            

Net asset value, beginning of period

     $ 7.33       $ 8.53       $ 10.86  
    

 

 

     

 

 

     

 

 

 

Net investment income(1)

       (2)       0.06         0.02  

Net realized and unrealized gain/(loss) on investments

       1.05         (1.26 )       (2.35 )(3)
    

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       1.05         (1.20 )       (2.33 )
    

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 8.38       $ 7.33       $ 8.53  
    

 

 

     

 

 

     

 

 

 

Total investment return(4)

       14.33 %       (14.07 )%       (21.46 )%(3)

Ratio/Supplemental Data

            

Net assets, end of period (in thousands)

     $ 146       $ 97       $ 83  

Ratio of expenses to average net assets

       2.00 %(5)       2.00 %       2.00 %(5)

Ratio of expenses to average net assets without waivers and expense reimbursements(6)

       2.86 %(5)       3.21 %       4.58 %(5)

Ratio of net investment income to average net assets

       0.02 %(5)       0.83 %       0.25 %(5)

Portfolio turnover rate

       50.95 %(7)       76.71 %       120.72 %(8)

 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)  Amount is less than $0.005 per share.
(3)  During the period, the Adviser reimbursed the Fund for a loss on an investment not meeting the Fund’s investment guidelines. Had this reimbursement not occurred, the Net realized and unrealized gain/(loss) on investments and the Total investment return would have been $(2.49) and (22.65)%, respectively.
(4)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(5)  Annualized.
(6)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(7)  Not annualized.
(8)  Reflects portfolio turnover for the Fund for the year ended April 30, 2015.

The accompanying notes are an integral part of the financial statements.

 

18


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for each of the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class
     For the Six Months
Ended

October 31, 2016
(Unaudited)
  For the Year
Ended
April 30, 2016
  For the Year
Ended
April 30, 2015
  For the Period
December 20 2013*
to April 30, 2014

Per Share Operating Performance

                

Net asset value, beginning of period

     $ 9.22       $ 10.01       $ 10.34       $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.16         0.31         0.25         0.13  

Net realized and unrealized gain/(loss) on investments

       0.45         (0.79 )       (0.24 )       0.28  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.61         (0.48 )       0.01         0.41  
    

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                

Net investment income

       (0.16 )       (0.31 )       (0.27 )       (0.07 )

Net realized gains

                       (0.07 )        
    

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

       (0.16 )       (0.31 )       (0.34 )       (0.07 )
    

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 9.67       $ 9.22       $ 10.01       $ 10.34  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(2)

       6.69 %       (4.72 )%       0.07 %       4.10 %

Ratio/Supplemental Data

                

Net assets, end of period (in thousands)

     $ 15,504       $ 14,580       $ 15,362       $ 4,704  

Ratio of expenses to average net assets

       1.50 %(3)       1.50 %       1.50 %       1.50 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

       2.32 %(3)       2.41 %       2.81 %       7.61 %(3)

Ratio of net investment income to average net assets

       3.40 %(3)       3.35 %       2.48 %       3.59 %(3)

Portfolio turnover rate

       34.20 %(5)       50.22 %       109.19 %       6.52 %(5)

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(3)  Annualized.
(4)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(5) 

Not annualized.

The accompanying notes are an integral part of the financial statements.

 

19


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Retail Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total return in the table represents the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Retail Class
     For the Six Months
Ended

October 31, 2016
(Unaudited)
  For the Year
Ended
April 30, 2016
  For the Period
June 9, 2014*
to April 30, 2015

Per Share Operating Performance

            

Net asset value, beginning of period

     $ 9.25       $ 10.03       $ 10.53  
    

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.15         0.28         0.20  

Net realized and unrealized gain/(loss) on investments

       0.44         (0.78 )       (0.41 )
    

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.59         (0.50 )       (0.21 )
    

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

            

Net investment income

       (0.15 )       (0.28 )       (0.22 )

Net realized gains

                       (0.07 )
    

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

       (0.15 )       (0.28 )       (0.29 )
    

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 9.69       $ 9.25       $ 10.03  
    

 

 

     

 

 

     

 

 

 

Total investment return(2)

       6.41 %       (4.83 )%       (1.97 )%

Ratio/Supplemental Data

            

Net assets, end of period (in thousands)

     $ 97       $ 92       $ 97  

Ratio of expenses to average net assets

       1.75 %(3)       1.75 %       1.75 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

       2.57 %(3)       2.66 %       3.11 %(3)

Ratio of net investment income to average net assets

       3.15 %(3)       3.10 %       2.27 %(3)

Portfolio turnover rate

       34.20 %(5)       50.22 %       109.19 %(5)

 

*

Commencement of operations.

(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(3)  Annualized.
(4)  During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).
(5) 

Not annualized.

The accompanying notes are an integral part of the financial statements.

 

20


BRADESCO FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund (each a “Fund” and together the “Funds”) are non-diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Funds commenced operations on December 20, 2013. The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds are each authorized to issue and offer Class A, Class C, Institutional Class and Retail Class shares. As of October 31, 2016, Class A and Class C shares had not been issued for the Funds.

The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the FundVantage Trust’s Board of Trustees (“Board of Trustees”). Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Futures contracts are generally valued using the settlement price determined by the relevant exchange. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Any assets held by the Funds that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Funds determine the daily NAV per share. Foreign securities may trade on weekends or other days when the Funds do not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Funds. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in any mutual fund are

 

21


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

valued at their respective NAVs as determined by those mutual funds each business day (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with procedure adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available and has delegated to the Adviser the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuations techniques used to measure fair value of each Fund’s investments are summarized into three levels as described in the hierarchy below:

 

•  Level 1 —

 

quoted prices in active markets for identical securities;

•  Level 2 —

 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•  Level 3 —

 

significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments).

The fair value of a Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out are recognized at the value at the end of the period.

Significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that each Fund calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. As a result, each Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy.

 

22


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

The following is a summary of the inputs used, as of October 31, 2016, in valuing each Fund’s investments carried at fair value:

 

                                                                                   
     Bradesco Latin American Equity Fund  
     Total Value at
10/31/16
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks

   $ 13,569,547       $ 13,569,547       $       $   

Preferred Stocks

     1,525,890         1,525,890                   

Registered Investment Company

     779,816         779,816                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets

   $ 15,875,253       $ 15,875,253       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 
     Bradesco Latin American Hard Currency Bond Fund  
     Total Value at
10/31/16
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Corporate Bonds and Notes

   $ 14,302,502       $       $ 14,302,502       $   

Government Bonds

     955,800                 955,800           

Registered Investment Company

     1,129,229         1,129,229                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets

   $ 16,387,531       $ 1,129,229       $ 15,258,302       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market value, the fair value of each Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values each Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 

23


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires each Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when such Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no significant transfers among Levels 1, 2 and 3 for the Funds.

Forward Foreign Currency Contracts — A forward foreign currency contract (“Forward Contract”) is a commitment to buy or sell a specific amount of a foreign currency at a negotiated price on a specified future date. Forward Contracts can help a fund manage the risk of changes in currency exchange rates. These contracts are marked-to-market daily at the applicable forward currency translation rates. A fund records realized gains or losses at the time the Forward Contract is closed. A Forward Contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. The fund’s maximum risk of loss from counterparty credit risk related to Forward Contracts is the fair value of the contract.

Futures Contracts — The Funds may use futures contracts for hedging or speculative purposes consistent with its investment objective. Upon entering into a futures contract, the Funds must deposit initial margin in addition to segregating cash or liquid assets sufficient to meet its obligation to purchase or provide securities, or to pay the amount owed at the expiration of an index-based futures contract. Such liquid assets may consist of cash, cash equivalents, liquid debt or equity securities or other acceptable assets. Pursuant to the futures contract, the Funds agree to receive from, or pay to the broker, an amount of cash equal to the daily fluctuation in value of the contract. Such a receipt of payment is known as “variation margin” and is recorded by the Funds as an unrealized gain or loss. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transactions and the Funds’ basis in the contract. Futures contracts have market risks, including the risk that the change in the value of the contract may not correlate with changes in the value of the underlying securities. Use of long futures contracts subjects the Funds to risk of loss in excess of the amount shown on the Statements of Assets and Liabilities, up to the notional value of the futures contract. Use of short futures contracts subjects the Funds to unlimited risk of loss.

 

24


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

For the six months ended October 31, 2016, the Bradesco Latin American Hard Currency Bond Fund’s quarterly average volume of derivatives was as follows:

 

Purchased

Options

(Cost)

$4,682

As of October 31, 2016, the Fund had no open future contracts.

Purchased Options — The Funds are subject to equity and other risk exposure in the normal course of pursuing its investment objectives. The Funds purchase option contracts. This transaction is used to hedge against the values of equities. The risk associated with purchasing an option is that the Funds pays a premium whether or not the option is exercised. Additionally, the Funds bear the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options are accounted for in the same manner as other securities owned. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

Options Written — The Funds are subject to equity and other risk exposure in the normal course of pursuing its investment objectives and may enter into options written to hedge the values of equities. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Funds also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Funds also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. A Fund’s maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premium paid. As of October 31, 2016, the Funds had no written options.

 

25


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

The Bradesco Latin American Hard Currency Bond Fund had transactions in options written during the six month period October 31, 2016 as follows:

 

     Number of Contracts   Premium

Outstanding, April 30, 2016

             $  

Options Written

       133         49,813  

Options Closed

       (133 )       (49,813 )
    

 

 

     

 

 

 

Outstanding, October 31, 2016

             $  
    

 

 

     

 

 

 

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Funds’ investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

Each Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in a Fund’s Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in a Fund’s Statement of Operations.

 

26


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Dividends and Distributions to Shareholders — Dividends from net investment income, if any, are declared and paid at least annually to shareholders of the Bradesco Latin American Equity Fund and dividends from net investment income, if any, are declared and paid quarterly to shareholders of the Bradesco Latin American Hard Currency Bond Fund. Distributions from net realized capital gains, if any, will be declared and paid at least annually to shareholders and recorded on ex-date for both Funds. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, each Fund may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against each Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — Each Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which each Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect each Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for each Fund is determined on the basis of U.S. dollars, each Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of each Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of each Fund’s holdings in foreign securities.

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

 

27


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Emerging Markets Risk — The Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund invests in emerging market instruments which are subject to certain credit and market risks. The securities and currency markets of emerging market countries are generally smaller, less developed, less liquid and more volatile than the securities and currency markets of the United States and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be extremely limited. Political and economic structures in many of these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristics of more developed countries.

Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

2. Transactions with Related Parties and Other Service Providers

BRAM US LLC (“BRAM US” or the “Adviser”) serves as investment adviser to each Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% of the Bradesco Latin American Equity Fund’s average daily net assets, and 0.75% of the Bradesco Latin American Hard Currency Bond Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of each Fund to the extent necessary to ensure that the “Total Annual Fund Operating Expenses”, excluding taxes, any class specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, do not exceed 1.75% and 1.50% (on an annual basis) of the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund’s average daily net assets (the “Expense Limitations”), respectively. The Expense Limitations will remain in place with

 

28


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

respect to each Fund until August 31, 2017, unless the Board of Trustees of the Trust approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for each Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur with respect to a Fund unless such Fund’s expenses are below the Expense Limitation amount.

For the six months ended October 31, 2016, investment advisory fees accrued and waived were $69,612 and $60,019 and $57,587 and $57,587 for the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund, respectively. Additionally, the Adviser reimbursed expenses and other fees of $5,686 for the Bradesco Latin American Hard Currency Bond Fund

As of October 31, 2016, the amounts of potential recoupment by the Adviser were as follows:

 

               Expiration          
     04/30/2017    04/30/2018    04/30/2019    04/30/2020    Total
    

 

 

 

Bradesco Latin American Equity Fund

     $ 53,081        $ 161,787        $ 155,890        $ 60,019        $ 430,777  

Bradesco Latin American Hard Currency Bond Fund

       56,142          158,963          130,601          63,273          408,979  

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annualized percentage rate of each Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

 

29


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds pursuant to an underwriting agreement between the Trust and the Underwriter.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Retail Class shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Retail Class shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Retail Class shares.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Funds during the six months ended October 31, 2016 was $3,961 and $4,641 for the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund, respectively. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Funds or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:

 

     Purchases    Sales

Bradesco Latin American Equity Fund

     $ 6,994,408        $ 6,839,163  

Bradesco Latin American Hard Currency Bond Fund

       5,875,339          4,833,829  

 

30


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

     Bradesco Latin American
Equity Fund
     For the Six Months Ended
October 31, 2016
(Unaudited)
   For the Year Ended
April 30, 2016
     Shares    Amount    Shares    Amount

Institutional Class

                   

Sales

              $                 $  

Reinvestments

                                   
    

 

 

      

 

 

      

 

 

      

 

 

 

Net Increase

              $                 $  
    

 

 

      

 

 

      

 

 

      

 

 

 

Retail Class

                   

Sales

       4,612        $ 38,106          3,513        $ 27,302  
    

 

 

      

 

 

      

 

 

      

 

 

 

Redemptions

       (360 )        (2,824 )                  
    

 

 

      

 

 

      

 

 

      

 

 

 

Net Increase

       4,252        $ 35,282          3,513        $ 27,302  
    

 

 

      

 

 

      

 

 

      

 

 

 

Total Net Increase

       4,252        $ 35,282          3,513        $ 27,302  
    

 

 

      

 

 

      

 

 

      

 

 

 
     Bradesco Latin American
Hard Currency Bond Fund
     For the Six Months Ended
October 31, 2016
(Unaudited)
   For the Year Ended
April 30, 2016
     Shares    Amount    Shares    Amount

Institutional Class

                   

Sales

              $          800,010        $ 7,208,092  

Reinvestments

       23,319          221,403          45,121          404,420  

Redemptions

                         (800,010 )        (7,208,092 )
    

 

 

      

 

 

      

 

 

      

 

 

 

Net Increase.

       23,319        $ 221,403          45,121        $ 404,420  
    

 

 

      

 

 

      

 

 

      

 

 

 

 

31


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

     Bradesco Latin American
Hard Currency Bond Fund
     For the Six Months Ended
October 31, 2016
(Unaudited)
   For the Year Ended
April 30, 2016
     Shares    Amount    Shares    Amount

Retail Class

                   

Sales

       11        $ 100          13        $ 115  

Reinvestments

       109          1,041          216          1,944  

Redemptions

       (11 )        (105 )                  
    

 

 

      

 

 

      

 

 

      

 

 

 

Net Increase.

       109        $ 1,036          229        $ 2,059  
    

 

 

      

 

 

      

 

 

      

 

 

 

Total Net Increase

       23,428        $ 222,439          45,350        $ 406,479  
    

 

 

      

 

 

      

 

 

      

 

 

 

 

There is a 2.00% redemption fee that may be charged on shares redeemed which have been held for 30 days or less. The redemption fee is retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in-capital. For the six months ended October 31, 2016, there were no redemption fees charged.

5. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, there were no distributions for the Bradesco Latin American Equity Fund, and the tax character of distributions paid by the Bradesco Latin American Hard Currency Bond Fund was $476,450 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

 

32


BRADESCO FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

 

    Capital
Loss
Carryforward
  Undistributed
Ordinary
Income
  Undistributed
Long-Term
Gain
  Unrealized
Depreciation
  Qualified
Late-Year
Losses

Bradesco Latin American Equity Fund

    $ (2,730,536 )     $       $       $ (763,162 )     $ (1,062,931 )

Bradesco Latin American Hard Currency Bond Fund

      (397,523 )       44,925                 (534,316 )       (552,320 )

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Foreign currency and short-term capital gains are reported as ordinary income for federal income tax purposes.

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Funds were as follows:

 

     Federal Tax
Cost*
   Gross
Unrealized
Appreciation
   Gross
Unrealized
Depreciation
   Net Unrealized
Appreciation

Bradesco Latin American Equity Fund

     $ 14,894,867        $ 1,538,377        $ (557,991 )      $ 980,386  

Bradesco Latin American Hard Currency Bond Fund

       16,303,466          376,517          (292,452 )        84,065  

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the fiscal year ended April 30, 2016, the Funds deferred to May 1, 2016 the following losses:

 

     Late-Year Ordinary
Losses Deferral
   Short-Term Capital
Loss Deferral
   Long-Term Capital
Loss Deferral

Bradesco Latin American Equity Fund

       $—          $794,027          $268,904  

Bradesco Latin American Hard Currency Bond Fund

                478,782          73,538  

 

33


BRADESCO FUNDS

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Bradesco Latin American Equity Fund had capital loss carryforwards of $2,730,536, of which $1,886,572 are short-term losses and $843,964 are long-term losses. As of April 30, 2016, the Bradesco Latin American Hard Currency Bond Fund had capital loss carryforwards of $397,523, of which $328,897 are short-term losses and $68,626 are long-term losses.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on each Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

34


BRADESCO FUNDS

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 670-5705 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At a meeting held on June 20-21 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between BRAM US LLC (“BRAM” or the “Advisor”) and the Trust (the “BRAM Agreement”) on behalf of Bradesco Latin American Equity Fund and Bradesco Latin American Hard Currency Bond Fund (the “Bradesco Funds”). At the Meeting, the Board considered the continuation of the Agreement with respect to the Bradesco Funds for an additional one year period.

In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the Bradesco Funds, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Bradesco Funds, (iv) investment performance, (v) the capitalization and financial condition of BRAM, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Bradesco Funds and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on BRAM’s ability to service the Bradesco Funds, (x) compliance with the Funds’ investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as provided at

 

35


BRADESCO FUNDS

Other Information

(Unaudited)

the Board meetings throughout the year covering matters such as the relative performance of the Bradesco Funds; compliance with the investment objectives, policies, strategies and limitations for the Bradesco Funds; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.

Representatives from BRAM attended the Meeting both in person and via teleconference. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.

Performance. The Trustees considered the investment performance for the Bradesco Funds and BRAM. The Trustees reviewed the historical performance charts for the Bradesco Latin American Fund as compared to the MSCI Latam Net Return Index and a Luxembourg Fund, managed by BRAM Brazil with comparable performance to the Bradesco Latin American Fund, for the one year and since inception periods ended April 30, 2016 and as compared to a Lipper universe comprised of institutional Latin American and Emerging Markets Funds with $250 million or less in assets (“Lipper Universe”) for the year-to-date, one year, two year and since inception periods ended March 31, 2016.

The Trustees also reviewed the investment performance of the Bradesco Latin American Bond Fund as compared to the CS (Credit Suisse) Latam Corporate 0-6Y A/B Index and a Luxembourg Fund managed by BRAM Brazil with comparable performance to the Bradesco Latin American Bond Fund for the one year and since inception periods ended April 30, 2016 and as compared to the Lipper Emerging Market Hard Currency Debt Index for the year-to-date, one year, two year and since inception periods ended March 31, 2016.

The Trustees noted that the Bradesco Latin American Fund had underperformed the MSCI Latam Net Return Index and the comparable Luxembourg Fund for the one year and since inception periods as of April 30, 2016. The Trustees concluded that, although the Bradesco Latin American Fund had underperformed the MSCI Latam Net Return Index and the comparable Luxembourg Fund, the performance of the Bradesco Latin American Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

The Trustees noted that the Bradesco Latin American Bond Fund underperformed the CS (Credit Suisse) Latam Corporate 0-6Y A/B Index and the comparable Luxembourg Fund for the one year and since inception periods as of April 30, 2016. It was further noted that the Bradesco Latin American Bond Fund had outperformed the Lipper Emerging Market Hard Currency Debt Index for the year-to-date period and underperformed for the one year, two year and since inception periods as of March 31, 2016. The Trustees concluded that, although the Bradesco Latin American Bond Fund had underperformed the CS (Credit Suisse) Latam Corporate 0-6Y A/B Index, the comparable Luxembourg Fund and the Lipper Emerging Market Hard Currency Debt Index during certain periods, the performance of the Bradesco Latin American Bond Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

 

36


BRADESCO FUNDS

Other Information

(Unaudited)

 

 

Fees. The Trustees noted that the representatives of BRAM had provided information regarding its advisory fees and an analysis of these fees in relation to the services provided to the Funds and any other ancillary benefit resulting from BRAM’s relationship with the Bradesco Funds. The Trustees also reviewed information regarding the fees BRAM charges to other clients and evaluated explanations provided by BRAM as to differences in fees charged to the Bradesco Funds and other similarly managed accounts. The Trustees reviewed fees charged by other advisers that manage comparable mutual funds with similar strategies. The Trustees concluded that the advisory fees and services provided by BRAM are consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Bradesco Funds as measured by the information provided by BRAM.

The Board considered, among other data, the specific factors and related conclusions set forth below with respect to each Bradesco Fund:

Bradesco Latin American Equity Fund. With respect to advisory fees and expenses, the Bradesco Latin American Fund’s Institutional Class shares and Retail Class shares were higher than the net total expense ratio and gross advisory fee of the median of funds with a similar share class in the Lipper Universe. The Bradesco Latin American Fund’s Institutional Class shares and Retail Class shares had a lower net advisory fee than the median net advisory fee of the median of funds with a similar share class in the Lipper Universe. It was noted that the expense universe has been filtered to only include funds with $250 million or less in assets. The Trustees also discussed the limitations of the comparative expense information of the Bradesco Latin American Fund, given the potential varying nature, extent and quality of the services provided by the advisors of other portfolios included in comparative the Lipper Fund category. Based upon their review, the Trustees concluded that the Fund’s advisory fee was reasonable in light of the high quality of services received by the Fund from BRAM.

Bradesco Latin American Hard Currency Bond Fund. With respect to advisory fees and expenses, the net total expense ratio and gross advisory fee for the Fund’s Institutional Class shares and Retail Class shares were higher than the net total expense ratio and gross advisory fee of the median of funds with a similar share class in the Lipper Emerging Markets Hard Currency Debt Fund category. Bradesco Latin American Bond Fund’s Institutional Class shares and Retail Class shares had a lower net advisory fee than the median net advisory fee of the median of funds with a similar share class in the Lipper Emerging Markets Hard Currency Debt Fund category. The Trustees also discussed the limitations of the comparative expense information of the Bradesco Latin American Bond Fund, given the potential varying nature, extent and quality of the services provided by the advisors of other portfolios included in the Lipper Emerging Markets Hard Currency Debt Fund category. Based upon their review, the Trustees concluded that the Fund’s performance was satisfactory and that the advisory fee was reasonable in light of the high quality of services received by the Fund from BRAM.

 

37


BRADESCO FUNDS

Other Information

(Unaudited) (Concluded)

 

 

Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of BRAM, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by BRAM, the Board took into account its familiarity with BRAM’s management through Board meetings, discussions and reports during the preceding year. The Board also took into account BRAM’s compliance policies and procedures and reports regarding BRAM’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Bradesco Funds’ investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Bradesco Funds by BRAM and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the BRAM Agreement, that the quality of the services appeared to be consistent with industry norms and that the Bradesco Funds are likely to benefit from the continued receipt of those services. They also concluded that BRAM has sufficient personnel, with the appropriate education and experience, to serve the Bradesco Funds effectively and had demonstrated their ability to attract and retain qualified personnel.

Costs. The Trustees considered the costs of the services provided by BRAM, the compensation and benefits received by BRAM in providing services to the Bradesco Funds, as well as Bradesco’s profitability. The Trustees were provided with BRAM’s most recent unaudited balance sheet and income statement as of April 2016. The Trustees noted that BRAM’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that BRAM’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Bradesco Funds specifically. The Trustees concluded that BRAM’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the Bradesco Funds.

Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Bradesco Funds grow, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Bradesco Funds for the benefit of fund shareholders but that the advisory fee did not currently include breakpoint reductions as asset levels increase.

At the Meeting, the Trustees unanimously approved the continuation of the BRAM Agreement for an additional one year period. In approving the continuation of the BRAM Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by BRAM. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the BRAM Agreement would be in the best interests of the Bradesco Funds and their shareholders.

 

38


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 


 

Investment Adviser

BRAM US LLC

Park Avenue, 32nd Floor

New York, New York, 10022

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, PA 19103

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

BRA-1016

LOGO

BRADESCO LATIN

AMERICAN

EQUITY FUND

BRADESCO LATIN

AMERICAN HARD

CURRENCY

BOND FUND

of

FundVantage Trust

Institutional Class

Retail Class

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

This report is submitted for the general information of the shareholders of the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund.

 

 


DUPONT CAPITAL EMERGING MARKETS FUND

Semi-Annual Investment Adviser’s Report

October 31, 2016

(Unaudited)

Dear Fund Shareholder,

The DuPont Capital Emerging Markets Fund returned +10.41% for the six-month period ending October 31, 2016, representing an excess return 1.0% relative to the 9.41% for the index (net of fees).

Emerging Markets equities continued to rally from the year-to-date lows and growth scare precipitated by Chinese economic and currency gyrations early in 2016. Stabilizing capital flows, coupled with more transparent policy protocols, provided reassurance that an imminent crisis had been averted. Furthermore, a 50% recovery in the crude oil price from sub-$30 per barrel and attenuating supply-demand imbalances for other industrial commodities boosted sentiment. Cyclical sectors and companies with relatively attractive valuations, benefited most from the increasing investor appetite for risk, but all economic sectors posted positive USD returns. The market’s uptrend was not seriously hampered by events across the political landscape – the most newsworthy being the impeachment and removal of Brazil’s President Rousseff and the attempted coup that occurred in Turkey. Nigeria’s currency devaluation was a less of a surprise, given the state of the country’s public finances, while the death of Thailand’s much-revered monarch did not trigger any local upheavals. Regional elections in South Africa saw opposition parties make headway into traditional ANC government heartlands.

At the sector level, the fund’s outperformance was derived from a combination of favorable sector allocations and strong stock-specific contributions within cyclical categories. The fund’s exposure to strategically-advantaged Asian semiconductor and electronic component suppliers contributed positively, as did focused selectivity on Brazilian vehicle sub-suppliers within Industrials and low-cost cement producers within Materials. From an aggregate positioning perspective, the fund’s pro-cyclical tilt– and corresponding under-allocations to richly-valued sectors such as Consumer Staples, Health Care and Utilities – was rewarded. Financials represented the one area of disappointing performance, as our Eastern European bank holdings struggled with low interest rates and compressed lending spreads.

Viewed geographically, relative performance was driven by a positive realization in Asia, although this was attributable to stock-specifics rather than net country weightings. The fund’s long-standing underweight in China was slightly detrimental in aggregate, but was more than offset by favorable contributions within our holdings. In Europe and Africa, the aforementioned weakness in European lenders were offset by healthy returns from media, banks and gaming companies in South Africa. Our underweight to high-beta and commodity-sensitive names in Brazil – often due to governance concerns – was a headwind in Latin America, but were compensated for by exposure to steel and cement names elsewhere in the region.

Investment Environment and Outlook

We believe the recent result of the U.S. presidential election reconfigures the risk environment and poses potential new conundrums for Emerging Markets economies. A material rise in U.S. bond yields –driven by expectations of fiscal stimulus – compounds market sentiment that was already beginning to

 

1


DUPONT CAPITAL EMERGING MARKETS FUND

Semi-Annual Investment Adviser’s Report (Continued)

October 31, 2016

(Unaudited)

 

tentatively consider reflationary factors. The prospect of tangible interest rate hikes in the U.S., in tandem with uncertainty as to how anti-trade rhetoric may translate into policy, suggests that uncertainty and volatility levels could remain elevated. Many Emerging Market currencies, led by the Mexican peso, have fallen sharply as a result. Ultimately, we suspect that the most combative tariff and renegotiation plans will be diluted by the realpolitik that such measures would inevitably have repercussions for the U.S. itself. However, an anti-trade stance is a cause for concern, particularly at a time when global trade growth is already undershooting that of global GDP, and higher borrowing costs could also impact producer confidence.

We are cautiously optimistic that the China, while experiencing a further slowing of growth, will avoid an outright crisis or hard landing. The Chinese government has been able to make the necessary adjustments to stabilize growth and the currency. However, we believe that domestic debt levels continue to grow at an unsustainable pace, which may cause problems in the future. In our view Chinese economic growth and stability remains a key determinant of sentiment for many other export-oriented or commodity-sensitive emerging markets.

Overall, the fund’s tilt toward to cyclical sectors such as Consumer Discretionary, Energy, Industrials and Materials reflects our value-seeking principles. Valuations appear the most attractive in these categories both relative to defensive sectors and relative to history. Furthermore, economic growth is modest but sufficient to warrant company-level discernment on a valuation basis. From a risk perspective, the fund’s diversified positioning - avoiding concentrations in any particular country or industry – is maintained.

We appreciate your investment in the Fund and look forward to communicating with you in the future.

DuPont Capital Management Corporation

This letter is intended to assist shareholders in understanding how the Fund performed during the fiscal year ended October 31, 2016 and reflects the views of the investment advisor at the time of this writing. These views may change and do not guarantee future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

Mutual fund investing involves risks, including possible loss of principal. The Fund invests primarily in markets of emerging countries which are riskier than more developed markets and may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop

 

2


DUPONT CAPITAL EMERGING MARKETS FUND

Semi-Annual Investment Adviser’s Report (Concluded)

October 31, 2016

(Unaudited)

 

unevenly or may never fully develop. Emerging markets are more likely to experience hyperinflation and currency valuations, which adversely affect returns to U.S. investors. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets.

Foreign securities are subject to political, social, and economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets. The value of debt securities generally falls when interest rates rise.

 

3


DUPONT CAPITAL EMERGING MARKETS FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016
    

Six Months†

 

1 Year

 

3 Year

 

5 Year

 

Since Inception*

Class I Shares

       10.41 %       9.38 %       -6.75 %       -2.46 %       -4.26 %

MSCI Emerging Markets Net Dividend Index

       9.41 %       9.27 %       -2.05 %       0.55 %       -1.22 %**

 

Not Annualized.

 

*

The DuPont Capital Emerging Markets Fund (the “Fund”) commenced operations on December 6, 2010.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-0014.

As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” are 1.66% and 1.30%, respectively of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. DuPont Capital Management Corporation (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions do not exceed 1.27% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. Effective September 1, 2016, the Fund’s Expense Limitation (on an annual basis) was reduced from 1.60% of the Fund’s average daily net assets to its current rate of 1.27%. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of the MSCI Emerging Markets Net Dividend Index. The MSCI Emerging Markets Net Dividend Index is a float-adjusted market capitalization index consisting of 21 emerging economies. This index is net total return which reinvests dividends after the deduction of withholding taxes using (for international indices) a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. MSCI Emerging Markets Net Dividend Index uses the maximum withholding tax rate applicable to institutional investors. The returns for this index do not include any transaction costs, management fees or other costs. It is impossible to invest directly in an index.

 

4


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Semi-Annual Investment Adviser’s Report

October 31, 2016

(Unaudited)

Dear Fund Shareholder,

The DuPont Capital Emerging Markets Debt Fund returned +6.59% net of fees, for the six-month period ending October 31, 2016. The JP Morgan Emerging Markets Bond Index Global Diversified rose +6.03% over the trailing six-months ending October 31, 2016, so the fund outperformed the benchmark by 56 basis points for the period.

Emerging Markets Debt (“EMD”) and most fixed income sectors performed well over the past six months despite choppy global economic growth, the surprising Brexit vote, uncertainty over the unusual U.S. presidential election and changing expectations over the timing of a Federal Reserve rate hike. Commodity prices mostly rose earlier in the six-month period and then stabilized, leading energy and other commodity-focused countries and sectors to gains.

Both U.S. dollar and local currency EMD posted strong returns over the six-month period, outpacing most fixed income asset classes excluding high yield. More stable commodity prices, moderate growth in many regions of the world and the search for yield led investors to move toward the EMD asset class. U.S. treasury prices did not change significantly over the period after a meaningful rally earlier in the year that led to a large decline in interest rates for all maturities. For the six-months, the yield of the ten-year treasury rose by just 1 basis point to 1.84% while the five year rose by 3 basis points to 1.31%. Investors continued to be attracted by both valuations and yields relative to other fixed income sectors.

Emerging Markets (“EM”) U.S. Dollar sovereigns outperformed local-currency EMD. Within U.S. Dollar sovereigns, non-investment grade countries greatly outperformed higher quality, investment grade sovereigns. Some of the best performing countries included Venezuela which returned +32%, Zambia, Ghana and Iraq. All but two countries had positive returns, and the countries with the worst returns were Mozambique, Turkey and the Philippines. In local currency bonds, Mexico and Turkey posted the worst returns while Brazil and South Africa had double-digit positive returns. Spreads tightened by 70 basis points during the last six months to 340 over Treasuries, while the yield of the index decreased by 71 basis points and closed at 5.24%. In the Fund, a large overweight to Venezuela, including holdings in both the sovereign bonds and Petroleos de Venezuela, was the major position that added significantly to relative returns. In addition, overweight’s and positioning in Ukraine, Brazil and Mongolia also benefitted relative returns. Our allocation to Mexico local currency bonds detracted from returns as did underweights to Costa Rica, Ecuador and El Salvador.

The primary overweight exposures in the Fund include Mexico, Brazil, Venezuela, Ukraine and Mongolia. In local currency bonds, the main positions are in Mexico and Brazil. The Fund has a yield advantage when compared to the benchmark, mostly due to the overweights to Venezuela, Ukraine and the local currency exposure to Mexico and Brazil.

 

5


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Semi-Annual Investment Adviser’s Report (Continued)

October 31, 2016

(Unaudited)

 

Investment Environment and Outlook

EMD has performed extremely well in 2016. Both hard and local currency have had a huge run year-to-date with returns for each sector exceeding +13%. As a result, several countries have moved in our models, indicating they have less value than earlier in the year. Overall, our models show that EMD is close to fair value. We continue to have a positive long-term outlook because we feel that EMD fundamentals for several countries have improved this year, and we expect the asset class will continue to develop and mature over the next several years. In addition, yields in developed countries remain near historically low levels and we believe EMD could attract additional investor flows, particularly from cross-over accounts. However, the financial markets could experience a quick downturn if global economic growth shows signs of deceleration. In addition, the market is pricing in one Fed hike this year and with a very gradual pace in 2017. This could change if U.S. growth picks up in the 4th quarter or if inflation moves higher, leading to higher U.S. interest rates. We are optimistic overall, but remain cautious of local currency. As such, the portfolio only has about 6% to the sector. In hard currency, the risk-adjusted returns for Ukraine, Venezuela, Mexico and Argentina remain attractive.

We appreciate your investment in the Fund and look forward to communicating with you in the future.

DuPont Capital Management Corporation

This letter is intended to assist shareholders in understanding how the Fund performed during the fiscal year ended October 31, 2016 and reflects the views of the investment advisor at the time of this writing. These views may change and do not guarantee future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

Mutual fund investing involves risks, including possible loss of principal. The Fund invests primarily in markets of emerging countries which are riskier than more developed markets and may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop unevenly or may never fully develop. Emerging markets are more likely to experience hyperinflation and currency valuations, which adversely affect returns to U.S. investors. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices.

 

6


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Semi-Annual Investment Adviser’s Report (Concluded)

October 31, 2016

(Unaudited)

 

Foreign securities are subject to political, social, and economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets. The value of debt securities generally falls when interest rates rise. The Fund may invest without limit in below-investment grade debt securities commonly called “high yield” securities or “junk bonds.” Such securities may have greater default risk, less liquidity, and greater price volatility than investment-grade bonds.

 

7


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016
    

Six Months†

 

1 Year

 

3 Year

 

Since Inception*

Class I Shares

       6.59 %       13.73 %       8.08 %       8.61 %

J.P. Morgan EMBI Global Diversified Index

       6.03 %       11.70 %       6.77 %       7.40 %**

 

Not Annualized.

 

*

The DuPont Capital Emerging Markets Debt Fund (the “Fund”) commenced operations on September 27, 2013.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-0014.

As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” are 3.34% and 0.89%, respectively, of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. DuPont Capital Management Corporation (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions do not exceed 0.89% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of the J.P. Morgan Emerging Markets Bond Index Global Diversified Index (EMBI Global), currently covers 27 emerging market countries. Included in the EMBI Global are U.S.-dollar-denominated Brady bonds, Eurobonds, traded loans, and local market debt instruments issued by sovereign and quasi-sovereign entities. It is impossible to invest directly in an index.

 

8


DUPONT CAPITAL FUNDS

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period from May 1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line for each Fund in the accompanying table provides information about 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 for each Fund in the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

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

 

9


DUPONT CAPITAL FUNDS

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     DuPont Capital Emerging Markets Fund
     Beginning Account Value
May 1, 2016
   Ending Account Value
October 31, 2016
   Expenses Paid
During Period*

Class I

              

Actual

     $ 1,000.00        $ 1,104.10        $ 7.90  

Hypothetical (5% return before expenses)

       1,000.00          1,017.69          7.58  
     DuPont Capital Emerging Markets Debt Fund
     Beginning Account Value
May 1, 2016
   Ending Account Value
October 31, 2016
   Expenses Paid
During Period**

Class I

              

Actual

     $ 1,000.00        $ 1,065.90        $ 4.63  

Hypothetical (5% return before expenses)

       1,000.00          1,020.72          4.53  

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.49% for Class I Shares of the DuPont Capital Emerging Markets Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The DuPont Capital Emerging Markets Fund’s ending account value on the first line in the table is based on the actual total return for the six-month period ended October 31, 2016 for the Fund of 10.41%.

 

**

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 0.89% for Class I Shares of the DuPont Capital Emerging Markets Debt Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The DuPont Capital Emerging Markets Debt Fund’s ending account value on the first line in the table is based on the actual total return for the six-month period for the Fund of 6.59%.

 

10


DUPONT CAPITAL EMERGING MARKETS FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by industry of the portfolio holdings of the Fund:

 

     % of Net
Assets
  Value

INDUSTRY CATEGORIES:

        

Commercial Banks

       22.4 %       $  10,430,373  

Oil, Gas & Consumable Fuels

       8.9         4,158,147  

Technology Hardware, Storage & Peripherals

       7.9         3,669,460  

Wireless Telecommunication Services

       5.6         2,601,251  

Semiconductors & Semiconductor Equipment

       4.9         2,285,779  

Internet Software & Services

       4.7         2,178,563  

Media

       4.2         1,947,069  

Construction Materials

       3.1         1,426,698  

Metals & Mining

       2.8         1,290,074  

Machinery

       2.6         1,214,772  

Automobiles

       2.3         1,080,417  

Industrial Conglomerates

       1.8         858,215  

Auto Components

       1.8         839,311  

Real Estate Management & Development

       1.7         804,311  

Electronic, Equipment, Instruments & Components

       1.7         777,138  

Chemicals

       1.7         767,723  

Hotels, Restaurants & Leisure

       1.5         712,977  

IT Services

       1.5         686,988  

Food & Staples Retailing

       1.3         606,407  

Beverages

       1.2         566,316  

Insurance

       1.2         555,260  

Road & Rail

       1.1         516,423  

Diversified Telecommunication Services

       1.1         499,222  

Textiles, Apparel & Luxury Goods

       1.1         496,770  

Air Freight & Logistics

       1.0         469,473  

Airlines

       1.0         459,923  

Aerospace & Defense

       0.8         378,972  

Household Durables

       0.6         285,150  

Multiline Retail

       0.6         267,450  

Paper & Forest Products

       0.6         266,800  

Electric Equipment

       0.5         239,370  

Specialty Retail

       0.4         190,323  

Exchange Traded Funds

       2.6         1,206,493  

Other Assets in Excess of Liabilities

       3.8         1,774,206  
    

 

 

     

 

 

 

NET ASSETS

       100.0 %       $46,507,824  
    

 

 

     

 

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

11


DUPONT CAPITAL EMERGING MARKETS FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

     Number
  of Shares  
     Value  

COMMON STOCKS — 90.0%

  

Argentina — 1.6%

     

Banco Macro SA, ADR

     6,291       $ 479,563   

YPF SA, SP ADR

     14,110         250,594   
     

 

 

 
        730,157   
     

 

 

 

Brazil — 4.0%

     

AMBEV SA

     96,000         566,316   

Embraer SA

     70,700         378,972   

Even Construtora e Incorporadora SA

     205,000         285,150   

Iochpe Maxion SA

     64,000         326,617   

Multiplus SA

     22,000         299,399   
     

 

 

 
        1,856,454   
     

 

 

 

China — 19.8%

     

Air China Ltd., Class H

     700,000         459,923   

China Construction Bank Corp., Class H

     1,830,000         1,336,352   

China Mobile, Ltd.

     112,168         1,285,041   

China Overseas Land & Investment, Ltd.

     262,000         804,311   

CIMC Enric Holdings, Ltd.

     584,000         244,001   

CNOOC, Ltd.

     581,000         731,057   

Dongfeng Motor Group Co., Ltd., Class H

     524,000         546,154   

Haitian International Holdings, Ltd.

     125,000         257,676   

Industrial & Commercial Bank of China, Ltd., Class H

     714,000         428,571   

NetEase, Inc., ADR

     3,950         1,015,110   

Shenzhou International Group Holdings, Ltd.

     75,000         496,770   

Sinotrans, Ltd., Class H

     997,000         469,473   

Tencent Holdings Ltd.

     43,900         1,163,453   
     

 

 

 
              9,237,892   
     

 

 

 
     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

Czech Republic — 1.7%

     

Komercni Banka AS

     21,154       $ 774,028   
     

 

 

 

Greece — 0.4%

     

JUMBO SA

     13,388         190,323   
     

 

 

 

Hungary — 1.2%

     

OTP Bank PLC

     20,337         569,927   
     

 

 

 

India — 6.9%

     

Coal India, Ltd.

     106,227         518,144   

HCL Technologies, Ltd.

     59,736         686,988   

ICICI Bank, Ltd., SP ADR

     60,377         500,525   

Oil India, Ltd.

     130,457         813,971   

Reliance Industries Ltd., SP GDR(a)

     21,753         689,570   
     

 

 

 
              3,209,198   
     

 

 

 

Indonesia — 2.1%

     

Bank Mandiri Persero Tbk PT

     439,300         386,957   

Bank Rakyat Indonesia Persero Tbk PT

     619,300         578,284   
     

 

 

 
        965,241   
     

 

 

 

Malaysia — 1.5%

     

Genting Bhd

     159,396         297,861   

Malayan Banking Bhd

     207,730         391,119   
     

 

 

 
        688,980   
     

 

 

 

Mexico — 3.9%

     

Cemex SAB de CV, SP ADR*

     99,712         865,500   

Grupo Financiero Inbursa SAB de CV

     255,000         415,534   

Ternium SA, SP ADR

     23,497         561,813   
     

 

 

 
            1,842,847   
     

 

 

 

Pakistan — 1.2%

     

Lucky Cement Ltd., GDR

     21,896         561,198   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

12


DUPONT CAPITAL EMERGING MARKETS FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

 

     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

Poland — 1.6%

     

Bank Handlowy w Warszawie SA

     14,549       $ 288,153   

Bank Pekao SA

     14,573         449,783   
     

 

 

 
        737,936   
     

 

 

 

Russia — 3.5%

     

Globaltrans Investment PLC, SP GDR

     106,479         516,423   

Magnit PJSC, SP GDR

     15,291         606,407   

Novolipetsk Steel OJSC, GDR

     19,818         321,180   

PhosAgro OAO, GDR

     14,038         174,071   
     

 

 

 
              1,618,081   
     

 

 

 

South Africa — 10.8%

     

Barclays Africa Group, Ltd.

     70,083         813,275   

MTN Group, Ltd.

     58,115         501,959   

Naspers, Ltd.

     9,838         1,647,671   

Reunert, Ltd.

     78,541         359,394   

Sasol, Ltd.

     28,290         781,228   

Telkom SA SOC, Ltd.

     108,303         499,222   

Tsogo Sun Holdings, Ltd.

     182,575         415,116   
     

 

 

 
        5,017,865   
     

 

 

 

South Korea — 14.1%

     

Hyundai Department Store Co., Ltd.

     2,607         267,450   

Hyundai Mobis

     3,519         839,311   

Hyundai Motor Co.

     4,376         534,263   

LG Chem, Ltd.

     2,764         593,652   

POSCO, SP ADR

     7,836         407,080   

Samsung Electronics Co., Ltd.

     1,831         2,618,931   

Samsung Life Insurance Co., Ltd.

     5,754         555,260   
     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

South Korea — (Continued)

     

Shinhan Financial Group Co., Ltd.

     19,730       $ 754,755   
     

 

 

 
              6,570,702   
     

 

 

 

Taiwan — 10.6%

     

Asustek Computer, Inc.

     54,000         472,731   

Chicony Electronics Co., Ltd.

     226,148         577,798   

Chipbond Technology Corp.

     263,000         363,061   

CTBC Financial Holding Co., Ltd.

     1,047,919         563,564   

Hon Hai Precision Industry Co., Ltd.

     287,705         777,138   

Novatek Microelectronics Corp.

     116,692         436,916   

Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR

     47,775         1,485,802   

Teco Electric And Machinery Co., Ltd.

     270,000         239,370   
     

 

 

 
        4,916,380   
     

 

 

 

Thailand — 3.3%

     

Advanced Info Service PCL

     105,300         461,527   

Bangkok Bank PCL NVDR

     62,300         283,867   

Kasikornbank PCL NVDR

     85,370         419,048   

PTT Exploration & Production PCL

     157,900         373,583   
     

 

 

 
        1,538,025   
     

 

 

 

Turkey — 1.8%

     

Enka Insaat Ve Sanayi AS

     326,598         498,821   
 

 

The accompanying notes are an integral part of the financial statements.

 

13


DUPONT CAPITAL EMERGING MARKETS FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

 

     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

Turkey — (Continued)

     

Turkcell Iletisim Hizmetleri AS*

     109,389       $ 352,724   
     

 

 

 
        851,545   
     

 

 

 

TOTAL COMMON STOCKS

(Cost $39,526,240)

  

  

           41,876,779   
     

 

 

 

PREFERRED STOCKS — 3.6%

  

  

Brazil — 3.6%

     

Itau Unibanco Holding SA

     82,709         997,068   

Marcopolo SA*

     372,700         386,478   

Suzano Papel E Celulose Sa

     75,700         266,800   
     

 

 

 
        1,650,346   
     

 

 

 

TOTAL PREFERRED STOCKS

(Cost $1,241,709)

  

  

     1,650,346   
     

 

 

 

EXCHANGE TRADED FUNDS — 2.6%

  

  

iShares MSCI Emerging Market Index Fund

     32,485         1,206,493   
     

 

 

 

TOTAL EXCHANGE TRADED FUNDS

(Cost $1,070,058)

  

  

     1,206,493   
     

 

 

 
            Value  

TOTAL INVESTMENTS - 96.2%
(Cost $41,838,007)

      $ 44,733,618   

OTHER ASSETS IN EXCESS OF LIABILITIES - 3.8%

        1,774,206   
     

 

 

 

NET ASSETS - 100.0%

      $     46,507,824   
     

 

 

 

 

 

*

 

Non-income producing.

(a)

  Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security was purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At October 31, 2016 this security amounted to $689,570 or 1.5% of net assets. This security has been determined by the Adviser to be a liquid security.

 

ADR

 

American Depository Receipt

GDR

 

Global Depository Receipt

NVDR

 

Non-voting Depository Receipt

PCL

 

Public Company Limited

PLC

 

Public Limited Company

SP ADR

 

Sponsored American Depository Receipt

SP GDR

 

Sponsored Global Depository Receipt

 

 

The accompanying notes are an integral part of the financial statements.

 

14


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

      % of Net 
Assets
  Value

SECURITY TYPE:

        

Foreign Government Bonds and Notes

       62.1 %     $ 3,653,896  

Corporate Bonds and Notes

       29.8         1,755,127  

Common Stocks

       0.0         2,512  

Other Assets in Excess of Liabilities

       8.1         475,885  
    

 

 

     

 

 

 

NET ASSETS

       100.0 %     $ 5,887,420  
    

 

 

     

 

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

15


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

     Par*
Value
     Value  

CORPORATE BONDS AND NOTES — 29.8%

  

Austria — 0.0%

     

OGX Austria GmbH
8.38%, 04/01/2022(a)

   $     200,000       $ 2   
     

 

 

 

Cayman Islands — 3.5%

     

Evergrande Real Estate Group Ltd.
8.75%, 10/30/2018

     200,000         207,750   
     

 

 

 

Israel — 4.0%

     

Israel Electric Corp., Ltd.
6.88%, 06/21/2023(b)

     200,000         236,000   
     

 

 

 

Netherlands — 6.5%

     

Majapahit Holding BV
7.88%, 06/29/2037(b)

     150,000         193,875   

Petrobras Global Finance BV
4.38%, 05/20/2023

     100,000         90,625   

Petrobras Global Finance BV
6.88%, 01/20/2040

     100,000         89,500   

Petrobras Global Finance BV
6.85%, 06/05/2115

     10,000         8,500   
     

 

 

 
              382,500   
     

 

 

 

Russia — 6.0%

     

Gazprom OAO Via Gaz Capital SA
8.63%, 04/28/2034

     150,000         192,562   
     Par*
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Russia — (Continued)

     

Russian Agricultural Bank OJSC Via RSHB Capital SA
7.75%, 05/29/2018

   $     150,000       $ 159,816   
     

 

 

 
        352,378   
     

 

 

 

Turkey — 3.5%

     

Export Credit Bank of Turkey
5.88%, 04/24/2019(b)

     200,000         207,757   
     

 

 

 

Venezuela — 6.3%

     

Petroleos de Venezuela SA
6.00%, 11/15/2026(b)

     300,000         111,441   

Petroleos de Venezuela SA
6.00%, 11/15/2026

     200,000         74,294   

Petroleos de Venezuela SA
5.38%, 04/12/2027

     350,000         128,030   

Petroleos de Venezuela SA
5.50%, 04/12/2037

     150,000         54,975   
     

 

 

 
        368,740   
     

 

 

 

TOTAL CORPORATE
BONDS AND NOTES
(Cost $1,919,483)

    

           1,755,127   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

16


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

          Par*
Value
     Value  

FOREIGN GOVERNMENT BONDS & NOTES — 62.1%

  

Argentina — 3.5%

        

Argentine Republic Government International Bond
7.63%, 04/22/2046(b)

      $ 190,000       $       207,480   
        

 

 

 

Brazil — 5.5%

        

Brazil Notas do Tesouro Nacional Serie F
10.00%, 01/01/2017

   BRL      75,000         23,339   

Brazil Notas do Tesouro
Nacional Serie F
10.00%, 01/01/2021

   BRL      1,000,000         300,746   
        

 

 

 
           324,085   
        

 

 

 

Colombia — 4.0%

        

Colombia Government
International Bond 10.38%, 01/28/2033

        150,000         232,500   
        

 

 

 

Croatia — 3.8%

        

Croatia Government International Bond
6.00%, 01/26/2024

        200,000         225,700   
        

 

 

 

Dominican Republic — 3.8%

     

Dominican Republic International Bond
7.45%, 04/30/2044

        200,000         222,000   
        

 

 

 

Egypt — 1.5%

        

Egypt Government International Bond
6.88%, 04/30/2040

        100,000         90,900   
        

 

 

 
          Par*
Value
     Value  

FOREIGN GOVERNMENT BONDS & NOTES — (Continued)

  

Greece — 1.4%

        

Hellenic Republic Government Bond
3.00%, 02/24/2027(c)

   EUR      100,000       $ 75,207   

Hellenic Republic Government Bond
3.00%, 02/24/2035(c)

   EUR      10,000         6,426   
        

 

 

 
           81,633   
        

 

 

 

Hungary — 1.3%

        

Hungary Government International Bond
7.63%, 03/29/2041

        50,000         76,200   
        

 

 

 

Mexico — 9.9%

        

Mexican Bonos
10.00%, 12/05/2024

   MXN      1,200,000         78,956   

Mexican Bonos
10.00%, 11/20/2036

   MXN      2,000,000         143,540   

Petroleos Mexicanos
6.50%, 06/02/2041

        125,000         121,500   

Petroleos Mexicanos
5.50%, 06/27/2044

        200,000         172,280   

Petroleos Mexicanos
5.63%, 01/23/2046

        50,000         43,237   

Petroleos Mexicanos
6.75%, 09/21/2047(b)

        25,000         24,781   
        

 

 

 
                 584,294   
        

 

 

 

Mongolia — 3.7%

        

Mongolia Government International Bond
10.88%, 04/06/2021(b)

        200,000         216,006   
        

 

 

 

Morocco — 3.6%

        

Morocco Government International Bond
4.25%, 12/11/2022(b)

        200,000         212,920   
        

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

17


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

     Par*
Value
     Value  

FOREIGN GOVERNMENT BONDS & NOTES — (Continued)

  

Pakistan — 1.7%

     

Pakistan Government International Bond
7.88%, 03/31/2036

   $     100,000       $       101,328   
     

 

 

 

Romania — 1.1%

     

Romanian Government International Bond
6.13%, 01/22/2044

     50,000         64,920   
     

 

 

 

Serbia — 0.3%

     

Republic of Serbia
6.75%, 11/01/2024(c)

     14,590         14,736   
     

 

 

 

South Africa — 3.5%

     

Eskom Holdings SOC Ltd.
6.75%, 08/06/2023

     200,000         206,374   
     

 

 

 

Sri Lanka — 3.5%

     

Sri Lanka Government International Bond
6.00%, 01/14/2019(b)

     200,000         206,290   
     

 

 

 

Ukraine — 9.5%

     

Privatbank CJSC Via UK SPV Credit Finance PLC
10.25%, 01/23/2018

     80,000         67,304   

Privatbank CJSC Via UK SPV Credit Finance PLC
11.00%, 02/09/2021

     100,000         62,930   

Ukraine Government International Bond
0.00%, 05/31/2040(b)(d)

     50,000         15,804   

Ukreximbank Via Biz Finance PLC
9.75%, 01/22/2025(b)

     250,000         240,625   
     Par*
Value
     Value  

FOREIGN GOVERNMENT BONDS & NOTES — (Continued)

  

Ukraine — (Continued)

     

Ukreximbank Via Biz Finance PLC
8.16%, 02/09/2023(b)(d)

   $   210,000       $ 172,242   
     

 

 

 
        558,905   
     

 

 

 

Venezuela — 0.5%

     

Venezuela Government International Bond
11.75%, 10/21/2026

     50,000         27,625   
     

 

 

 

TOTAL FOREIGN GOVERNMENT
BONDS & NOTES
(Cost $3,658,784)

    

     3,653,896   
     

 

 

 
     Number
of Shares
        

COMMON STOCKS — 0.0%

     

Brazil — 0.0%

     

OGX Petroleo e Gas SA, SP ADR**

     3,188         2,512   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $ — )

        2,512   
     

 

 

 

TOTAL INVESTMENTS - 91.9%
(Cost $5,578,267)

        5,411,535   

OTHER ASSETS IN EXCESS OF
LIABILITIES - 8.1%

        475,885   
     

 

 

 

NET ASSETS - 100.0%

      $     5,887,420   
     

 

 

 

 

 

* Par amount denominated in USD unless otherwise noted.
** Non-income producing.
(a)  Investments with a total aggregate value of $2 or 0.00% of net assets were in default as of October 31, 2016.
(b)  Securities exempt from registration under Rule
 

 

The accompanying notes are an integral part of the financial statements.

 

18


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

   144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At October 31, 2016 these securities amounted to $2,045,221 or 35% of net assets. This security has been determined by the Adviser to be a liquid security.
(c) 

Multi-Step Coupon. Rate disclosed is as of October 31, 2016.

(d)  Floating or variable rate security. Rate disclosed is as of October 31, 2016.
 

 

Forward foreign currency contracts outstanding as of October 31, 2016 were as follows:

 

Currency Purchased

     

Currency Sold

     

Expiration

     

Counterparty

     

Unrealized
Appreciation/
(Depreciation)

BRL

      1,000,000     USD   314,357     11/03/16     BNYM         $  (1,367)    

USD

  299,670     BRL   1,000,000     11/03/16     BRC         (13,319)    

USD

  154,871     BRL   500,000     01/19/17     BRC         2,028     

USD

  70,984     EUR   62,709     12/12/16     CAI              2,016     
Net unrealized depreciation on forward foreign currency contracts:         $(10,642)    

 

BNYM

 

Bank of New York Mellon

BRC

 

Barclays

BRL

 

Brazilian Real

CAI

 

Credit Agricole Securities Inc

EUR

 

Euro

MXN

 

Mexican Peso

SP ADR

 

Sponsored American Depository Receipt

USD

 

United States Dollar

The accompanying notes are an integral part of the financial statements.

 

19


DUPONT CAPITAL FUNDS

Statements of Assets and Liabilities

October 31, 2016

(Unaudited)

 

     DuPont Capital   DuPont Capital
     Emerging Markets   Emerging Markets
     Fund   Debt Fund

Assets

        

Investments, at value (Cost $41,838,007 and $5,578,267, respectively)

     $ 44,733,618       $ 5,411,535  

Cash

       1,707,288         304,990  

Foreign Currency (Cost $48,741 and $111,839, respectively)

       48,633         111,820  

Forward foreign currency contracts appreciation*

               4,044  

Dividends and interest receivable

       149,494         97,370  

Receivable from Investment Adviser

               11,956  

Prepaid expenses and other assets

       40,332         24,057  
    

 

 

     

 

 

 

Total assets

       46,679,365         5,965,772  
    

 

 

     

 

 

 

Liabilities

        

Payable for investments purchased

               19,638  

Payable for administration and accounting fees

       40,251         18,105  

Payable for printing fees

       32,147         2,033  

Payable for custodian fees

       24,270         3,096  

Payable to Investment Adviser

       18,072          

Payable for audit fees

       18,042         14,282  

Payable for legal fees

       12,085         247  

Payable for transfer agent fees

       11,329         4,683  

Payable for foreign taxes

       7,457          

Forward foreign currency contracts depreciation*

               14,686  

Accrued expenses

       7,888         1,582  
    

 

 

     

 

 

 

Total liabilities

       171,541         78,352  
    

 

 

     

 

 

 

Net Assets

     $ 46,507,824       $ 5,887,420  
    

 

 

     

 

 

 

Net Assets Consisted of:

        

Capital stock, $0.01 par value

     $ 63,498       $ 5,860  

Paid-in capital

       134,191,546         5,882,920  

Accumulated net investment income

       454,952         229,910  

Accumulated net realized loss from investments and foreign currency transactions

       (91,067,862 )       (53,050 )

Net unrealized appreciation/(depreciation) on investments, forward foreign currency contracts and translation of assets and liabilities denominated in foreign currency

       2,865,690         (178,220 )
    

 

 

     

 

 

 

Net Assets

     $ 46,507,824       $ 5,887,420  
    

 

 

     

 

 

 

Class I:

        

Net asset value, offering and redemption price per share ($46,507,824 / 6,349,739 shares) and ($5,887,420 / 586,006 shares), respectively

       $7.32          $10.05   

 

 

*

Primary risk exposure is foreign currency contracts.

The accompanying notes are an integral part of the financial statements.

 

20


DUPONT CAPITAL FUNDS

Statements of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

     DuPont Capital   DuPont Capital
     Emerging Markets   Emerging Markets
     Fund   Debt Fund

Investment Income

        

Dividends

     $ 886,517       $  

Interest

       59         232,191  

Less: foreign taxes withheld

       (108,407 )        
    

 

 

     

 

 

 

Total investment income

       778,169         232,191  
    

 

 

     

 

 

 

Expenses

        

Advisory fees (Note 2)

       232,538         17,925  

Administration and accounting fees

       50,750         33,391  

Printing and shareholder reporting fees

       50,724         827  

Custodian fees (Note 2)

       29,841         9,441  

Legal fees

       27,835         1,561  

Trustees’ and officers’ fees (Note 2)

       26,796         3,400  

Audit fees

       19,962         17,293  

Transfer agent fees (Note 2)

       12,856         13,309  

Registration and filing fees

       11,277         936  

Other expenses

       15,448         6,953  
    

 

 

     

 

 

 

Total expenses

       478,027         105,036  
    

 

 

     

 

 

 

Less: waivers and reimbursements (Note 2)

       (149,123 )       (78,420 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

       328,904         26,616  
    

 

 

     

 

 

 

Net investment income

       449,265         205,575  
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments

        

Net realized gain from investments

       191,752         64,316  

Net realized gain from foreign currency transactions

       1,552         16,172  

Net realized gain/(loss) from forward currency contracts*

               (81,452 )

Net change in unrealized appreciation/(depreciation) on investments(a)

       3,681,171         140,153  

Net change in unrealized appreciation/(depreciation) on foreign currency translations

       (26,954 )       (7,288 )

Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts*

               40,545  
    

 

 

     

 

 

 

Net realized and unrealized gain on investments

       3,847,521         172,446  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

     $ 4,296,786       $ 378,021  
    

 

 

     

 

 

 

 

 

*

Primary risk exposure is foreign currency contracts.

(a) 

Change in net unrealized appreciation/(depreciation) on investments for DuPont Capital Emerging Markets Fund was net of an increase in deferred foreign capital gains tax of $6,583.

The accompanying notes are an integral part of the financial statements.

 

21


DUPONT CAPITAL EMERGING MARKETS FUND

Statements of Changes in Net Assets

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Increase/(Decrease) in net assets from operations:

        

Net investment income

     $ 449,265       $ 1,573,543  

Net realized gain/(loss) from investments and foreign currency transactions

       193,304         (14,615,271 )

Net change in unrealized appreciation/(depreciation) on investments and foreign currency translations

       3,654,217         (14,191,128 )
    

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       4,296,786         (27,232,856 )
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Class I

               (417,312 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

               (417,312 )
    

 

 

     

 

 

 

Decrease in Net Assets Derived from Capital Share Transactions (Note 4)

       (11,925,903 )       (85,206,627 )
    

 

 

     

 

 

 

Total decrease in net assets

       (7,629,117 )       (112,856,795 )
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       54,136,941         166,993,736  
    

 

 

     

 

 

 

End of period

     $ 46,507,824       $ 54,136,941  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 454,952       $ 5,688  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

22


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Statements of Changes in Net Assets

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Increase/(decrease) in net assets from operations:

        

Net investment income

     $ 205,575       $ 509,563  

Net realized gain/(loss) from investments, forward foreign currency contracts and foreign currency transactions

       (964 )       54,208  

Net change in unrealized appreciation/(depreciation) on investments, forward foreign currency contracts and foreign currency translations

       173,410         25,904  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       378,021         589,675  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Class I

       (80,140 )       (640,975 )

Net realized capital gains:

        

Class I

               (119,428 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

       (80,140 )       (760,403 )
    

 

 

     

 

 

 

Decrease in Net Assets Derived from Capital Share Transactions (Note 4)

       (220,688 )       (1,445,645 )
    

 

 

     

 

 

 

Total increase/(decrease) in net assets

       77,193         (1,616,373 )
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       5,810,227         7,426,600  
    

 

 

     

 

 

 

End of period

     $ 5,887,420       $ 5,810,227  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 229,910       $ 104,475  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

23


DUPONT CAPITAL EMERGING MARKETS FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I
     For the   For the   For the   For the   For the   For the
     Six Months   Year   Year   Year   Year   Year
     Ended   Ended   Ended   Ended   Ended   Ended
     October 31, 2016   April 30,   April 30,   April 30,   April 30,   April 30,
     (Unaudited)   2016   2015   2014   2013   2012

Per Share Operating Performance

                        

Net asset value, beginning of period

     $ 6.64       $ 8.28       $ 8.79       $ 9.23       $ 9.26       $ 10.39  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income

       0.07         0.13 (1)       0.17 (1)       0.11 (1)       0.11 (1)       0.12  

Net realized and unrealized gain/(loss) on investments

       0.61         (1.73 )       (0.53 )       (0.44 )       (0.05 )       (1.19 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.68         (1.60 )       (0.36 )       (0.33 )       0.06         (1.07 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                        

Net investment income

               (0.04 )       (0.15 )       (0.11 )       (0.09 )       (0.06 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 7.32       $ 6.64       $ 8.28       $ 8.79       $ 9.23       $ 9.26  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(2)

       10.41 %       (19.23 )%       (3.97 )%       (3.61 )%       0.59 %       (10.19 )%

Ratio/Supplemental Data

                        

Net assets, end of period (in thousands)

     $ 46,508       $ 54,137       $ 166,994       $ 492,607       $ 467,901       $ 270,324  

Ratio of expenses to average net assets

       1.49 %(3)       1.60 %       1.35 %       1.31 %       1.32 %       1.41 %

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

       2.16 %(3)       1.63 %       1.35 %       1.31 %       1.32 %       1.41 %

Ratio of net investment income to average net assets

       2.03 %(3)       1.81 %       1.95 %       1.20 %       1.21 %       1.30 %

Portfolio turnover rate

       11.1 %(5)       53.3 %       86.4 %       69.9 %       118.5 %       148.6 %(6)

 

 

(1)  The selected per share data was calculated using the average shares outstanding method for the year.
(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(3) Annualized.
(4)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(5)  Not annualized.
(6)  Portfolio turnover rate excludes securities received from processing two subscriptions-in-kind.

The accompanying notes are an integral part of the financial statements.

 

24


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I
     For the           For the
     Six Months Ended   For the   For the   Period Ended
     October 31, 2016   Year Ended   Year Ended   September 27, 2013*
     (Unaudited)   April 30, 2016   April 30, 2015   to April 30, 2014

Per Share Operating Performance

                

Net asset value, beginning of period

     $ 9.56       $ 9.77       $ 10.26       $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.34         0.74         0.67         0.40  

Net realized and unrealized gain/(loss) on investments

       0.29         0.21         (0.43 )       0.26  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

       0.63         0.95         0.24         0.66  
    

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                

Net investment income

       (0.14 )       (0.98 )       (0.44 )       (0.40 )

Net realized capital gains

               (0.18 )       (0.29 )        
    

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

       (0.14 )       (1.16 )       (0.73 )       (0.40 )
    

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 10.05       $ 9.56       $ 9.77       $ 10.26  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(2)

       6.59 %       10.82 %       2.41 %       6.72 %

Ratio/Supplemental Data

                

Net assets, end of period (in thousands)

     $ 5,887       $ 5,810       $ 7,427       $ 7,404  

Ratio of expenses to average net assets

       0.89 %(3)       0.89 %       0.89 %       0.89 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

       3.51 %(3)       3.34 %       2.25 %       4.42 %(3)

Ratio of net investment income to average net assets

       6.88 %(3)       7.93 %       6.70 %       6.83 %(3)

Portfolio turnover rate

       6.4 %(5)       24.6 %       23.7 %       21.6 %(5)

 

 

* Commencement of operations.
(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(3) Annualized.
(4)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(5)  Not annualized.

The accompanying notes are an integral part of the financial statements.

 

25


DUPONT CAPITAL FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The DuPont Capital Emerging Markets Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The DuPont Capital Emerging Markets Debt Fund is a non-diversified, open-end management investment company registered under the 1940 Act (the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund are each a “Fund”, and together, the “Funds”). The DuPont Capital Emerging Markets Fund commenced operations on December 6, 2010 and the DuPont Capital Emerging Markets Debt Fund commenced operations on September 27, 2013. The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds are each authorized to issue and offer Class I Shares.

The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the Trust’s Board of Trustees (“Board of Trustees”). Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service approved by the Board of Trustees. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amounts approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Due to continued volatility in the current market, valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Any assets held by the Funds that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Funds determine the daily NAV per share. Foreign securities may trade on weekends or other days when the Funds do not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Funds. Foreign securities are valued

 

26


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Forward exchange contracts are valued at the forward rate. Investments in any mutual fund are valued at their respective NAVs as determined by those mutual funds each business day (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with the procedure adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available and has delegated to the Adviser the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuations techniques used to measure fair value of each Fund’s investments are summarized into three levels as described in the hierarchy below:

 

  • Level 1 —

quoted prices in active markets for identical securities;

 

  • Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

  • Level 3 —

significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments).

The fair value of each Fund’s bonds is generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out are recognized at the value at the end of the period.

Significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that each Fund calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. As a result, each Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy.

 

27


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Securities listed on a non-U.S. exchange are generally fair valued daily by an independent fair value pricing service approved by the Board of Trustees and categorized as Level 2 investments within the hierarchy. The fair valuations for these securities may not be the same as quoted or published prices of the securities on their primary markets. Securities for which daily fair value prices from the independent fair value pricing service are not available are generally valued at the last quoted sale price at the close of an exchange on which the security is traded and categorized as Level 1 investments within the hierarchy. Values of foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of said currencies against the U.S. dollar, as of Valuation Time, as provided by an independent pricing service approved by the Board of Trustees.

The following is a summary of the inputs used, as of October 31, 2016, in valuing each Fund’s investments carried at fair value:

 

     DuPont Capital Emerging Markets Fund  
                   Level 2         
                   Other      Level 3  
            Level 1      Significant      Significant  
     Total Value at      Quoted      Observable      Unobservable  
     10/31/16      Prices      Inputs      Inputs  

Common Stocks

           

Argentina

   $ 730,157       $ 730,157       $       $   

Brazil

     1,856,454         1,856,454                   

China

     9,237,892         1,015,110         8,222,782           

Czech Republic

     774,028                 774,028           

Greece

     190,323         190,323                   

Hungary

     569,927                 569,927           

India

     3,209,198         1,190,095         2,019,103           

Indonesia

     965,241                 965,241           

Malaysia

     688,980                 688,980           

Mexico

     1,842,847         1,842,847                   

Pakistan

     561,198                 561,198           

Poland

     737,936                 737,936           

Russia

     1,618,081         690,494         927,587           

South Africa

     5,017,865         359,394         4,658,471           

South Korea

     6,570,702         407,080         6,163,622           

Taiwan

     4,916,380         1,485,802         3,430,578           

Thailand

     1,538,025                 1,538,025           

Turkey

     851,545                 851,545           

Preferred Stocks

     1,650,346         1,650,346                   

Exchange Traded Funds

     1,206,493         1,206,493                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $     44,733,618       $     12,624,595       $     32,109,023       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

28


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

                                                                   
     DuPont Capital Emerging Markets Debt Fund  
                  Level 2        
                  Other     Level 3  
           Level 1      Significant     Significant  
     Total Value at     Quoted      Observable     Unobservable  

Assets

   10/31/16     Price      Inputs     Inputs  

Corporate Bonds and Notes

   $ 1,755,127      $       $ 1,755,127      $   

Foreign Government Bonds & Notes

     3,653,896                3,653,896          

Common Stocks

     2,512        2,512                  

Derivatives:

         

Foreign Currency Contracts Forward Foreign Currency Contracts

     4,044                4,044          
  

 

 

   

 

 

    

 

 

   

 

 

 

Total Assets

   $     5,415,579      $     2,512       $     5,413,067      $     —   
  

 

 

   

 

 

    

 

 

   

 

 

 
                  Level 2        
                  Other     Level 3  
           Level 1      Significant     Significant  
     Total Value at     Quoted      Observable     Unobservable  

Liabilities

   10/31/16     Price      Inputs     Inputs  

Derivatives:

         

Foreign Currency Contracts Forward Foreign Currency Contracts

   $ (14,686   $       $ (14,686   $   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total Liabilities

   $ (14,686   $       $ (14,686   $   
  

 

 

   

 

 

    

 

 

   

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market value, the fair value of each Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values each Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 

29


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires each Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when each Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when each Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were transfers from Level 1 to Level 2 of $1,086,168 due to foreign fair value adjustments in the DuPont Capital Emerging Markets Fund. The DuPont Capital Emerging Markets Debt Fund had no transfers between Levels 1, 2 and 3.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

Each Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations.

 

30


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.

Dividends and Distributions to Shareholders — Dividends from net investment income, if any, are declared and paid at least annually to shareholders of the DuPont Capital Emerging Markets Fund and dividends from net investment income are declared daily and paid monthly to shareholders of the DuPont Capital Emerging Markets Debt Fund. Distributions from net realized capital gains, if any, will be declared and paid at least annually to shareholders and recorded on ex-date for both Funds. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, each Fund may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against each Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Forward Foreign Currency Contracts — A forward foreign currency contract (“Forward Contract”) is a commitment to buy or sell a specific amount of a foreign currency at a negotiated price on a specified future date. Forward Contracts can help a fund manage the risk of changes in currency exchange rates. These contracts are marked-to-market daily at the applicable forward currency translation rates. A fund records realized gains or losses at the time the Forward Contract is closed. A Forward Contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. The Fund’s maximum risk of loss from counterparty credit risk related to Forward Contracts is the fair value of the contract.

 

31


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

For the six months ended October 31, 2016, the DuPont Capital Emerging Markets Debt Fund’s average monthly volume of forward foreign currency contracts was as follows:

 

Forward Foreign

Currency

Contracts - Payable

(Value At Trade Date)

      

Forward Foreign

Currency

Contracts - Receivable

(Value At Trade Date)

$(111,330)

     $111,330

Currency Risk — Each Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which each Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect each Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for each Fund is determined on the basis of U.S. dollars, each Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of each Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of each Fund’s holdings in foreign securities.

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

Emerging Markets Risk — The DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund invest in emerging market instruments which are subject to certain credit and market risks. The securities and currency markets of emerging market countries are generally smaller, less developed, less liquid and more volatile than the securities and currency markets of the United States and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be extremely limited. Political and economic structures in many of these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristics of more developed countries.

 

32


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

2. Transactions with Related Parties and Other Service Providers

DuPont Capital Management Corporation (“DuPont Capital” or the “Adviser”) serves as investment adviser to each Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 1.05% of the DuPont Capital Emerging Markets Fund’s average daily net assets; and 0.60% of the DuPont Capital Emerging Markets Debt Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of each Fund to the extent necessary to ensure that the Funds’ total operating expenses, excluding taxes, “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions, do not exceed 1.27% and 0.89%, respectively, (on an annual basis) of the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund’s average daily net assets (the “Expense Limitation”), respectively. Effective September 1, 2016, the DuPont Capital Emerging Markets Fund’s Expense Limitation (on an annual basis) was reduced from 1.60% of the Fund’s average daily net assets to its current rate of 1.27%. The Expense Limitations will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for each Fund. The Adviser is permitted to seek reimbursement from the Funds, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless each Funds’ expenses are below the Expense Limitation amount.

For the six months ended October 31, 2016, the Adviser earned advisory fees of $232,538 and $17,925 for the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund, respectively. For the six months ended October 31, 2016, the Adviser waived fees and reimbursed expenses of $149,123 and $78,420 for the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund, respectively.

 

33


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

As of October 31, 2016, the amount of potential recoupment by the Adviser was as follows:

 

     Expiration      Expiration      Expiration      Expiration  
     04/30/2017      04/30/2018      04/30/2019      04/30/2020  

DuPont Capital Emerging Markets Fund

   $       $       $ 30,175       $ 149,123   

DuPont Capital Emerging Markets Debt Fund

     123,234         101,163         157,238         78,420   

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annualized percentage rate of each Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds pursuant to an underwriting agreement between the Trust and the Underwriter.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees of the Trust receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Funds during the six months ended October 31, 2016 was $9,586. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Funds or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

 

34


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding U.S. Government and agency short-term investments and other short-term investments) of the Funds were as follows:

 

     Purchases      Sales  

DuPont Capital Emerging Markets Fund

   $ 5,126,381       $ 4,701,407   

DuPont Capital Emerging Markets Debt Fund

     356,188         822,536   

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

     DuPont Capital Emerging Markets Fund  
     For the Six Months Ended                
     October 31, 2016      For the Year Ended  
     (Unaudited)      April 30, 2016  
     Shares      Amount      Shares      Amount  

Class I

           

Sales

     113,304       $ 801,726         584,749       $ 3,962,487   

Reinvestments

                     64,398         403,779   

Redemptions

     (1,913,762      (12,727,629      (12,662,309      (89,572,893
  

 

 

    

 

 

    

 

 

    

 

 

 

Net decrease

     (1,800,458    $ (11,925,903      (12,013,162    $ (85,206,627
  

 

 

    

 

 

    

 

 

    

 

 

 

 

35


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

     DuPont Capital Emerging Markets Debt Fund  
     For Six Months Ended                
     October 31, 2016      For the Year Ended  
     (Unaudited)      April 30, 2016  
       Shares          Amount          Shares          Amount    

Class I

           

Reinvestments

     8,270       $ 80,139         65,825       $ 600,524   

Redemptions

     (30,177      (300,827      (217,761      (2,046,169
  

 

 

    

 

 

    

 

 

    

 

 

 

Net decrease

     (21,907    $ (220,688      (151,936    $ (1,445,645
  

 

 

    

 

 

    

 

 

    

 

 

 

5. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Each Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the DuPont Capital Emerging Markets Fund was $417,312 of ordinary income dividends and the DuPont Capital Emerging Markets Debt Fund were $743,335 and $17,068 of ordinary income dividends and long-term capital gains, respectively. For the year ended April 30, 2015, the tax character of distributions paid by the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund were $5,917,671 and $529,938 of ordinary income dividends, respectively. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

 

36


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

 

                           Qualified  
     Capital Loss     Undistributed    Undistributed    Unrealized     Late-Year  
     Carryforward     Ordinary Income    Long-Term Gain    Depreciation     Losses  

DuPont Capital Emerging Markets Fund

   $ (83,891,892   $  7,469    $—    $ (3,697,909   $ (4,461,672

DuPont Capital Emerging Markets Debt Fund

   $      $47,489    $—    $ (294,643   $ (52,085

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

At October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Funds were as follows:

 

     Federal Tax      Unrealized      Unrealized      Net Unrealized  
     Cost*      Appreciation      Depreciation      Depreciation  

DuPont Capital Emerging Markets Fund

   $ 41,838,007       $ 5,836,497       $ (2,940,886    $ 2,895,611   

DuPont Capital Emerging Markets Debt Fund

     5,578,267         376,906         (543,638      (166,732

 

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain net capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the DuPont Capital Emerging Markets Fund had $4,461,672 net capital loss deferrals (comprised of long-term loss deferrals of $3,287,153 and short-term loss deferrals of $1,174,519). The DuPont Capital Emerging Markets Debt Fund had $52,085 net capital loss deferrals (comprised of long-term loss deferrals of $138,092 and short-term gain deferrals of $86,007).

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the DuPont Capital Emerging Markets Fund had capital loss carryforwards of $83,891,892,

 

37


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

of which $59,909,542 are long-term losses and $23,982,350 are short-term losses and have an unlimited period of capital loss carryforward. As of April 30, 2016, the DuPont Capital Emerging Markets Debt Fund had no capital loss carryforwards. On November 27, 2015, the DuPont Capital Emerging Markets Fund experienced a more than 50% change of ownership as defined by Internal Revenue Code Section 382(g) giving rise to an annual capital loss carryforward limitation on the use of pre-ownership change capital losses. At the time of the change the DuPont Capital Emerging Markets Fund had $ 83,500,000 of capital loss carryforwards impacted by the ownership change and the use of those losses against capital gains will be limited to $ 1,618,329 per tax year. The permitted annual capital loss, if not applied to capital gains in the tax year, will accumulate and be available in next year for use.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on each Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

38


DUPONT CAPITAL FUNDS

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 447-0014 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At a meeting held on June 20-21, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between DuPont Capital Management Corporation (“DuPont Capital” or the “Advisor”) and the Trust (the “DuPont Agreement”) on behalf of DuPont Capital Emerging Markets Fund (the “EM Fund”) and DuPont Capital Emerging Markets Debt Fund (the “EM Debt Fund,” and together with the EM Fund, the “DuPont Funds”). At the Meeting, the Board considered the continuation of the Agreement with respect to the DuPont Funds for an additional one year period.

In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the DuPont Funds, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the DuPont Funds, (iv) investment performance, (v) the capitalization and financial condition of the Advisor, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the DuPont Funds and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on the Advisor’s ability to service the DuPont Funds, (x) compliance with the Funds’ investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other

 

39


DUPONT CAPITAL FUNDS

Other Information

(Unaudited)

regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as provided at the Board meetings throughout the year covering matters such as the relative performance of the DuPont Funds; compliance with the investment objectives, policies, strategies and limitations for the DuPont Funds; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.

Representatives from the Advisor attended the Meeting in person. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.

Performance. The Trustees considered the investment performance for the DuPont EM Fund and DuPont. The Trustees reviewed the historical performance charts for the one year, three year, five year and since inception periods ended April 30, 2016 for (i) the DuPont EM Fund; (ii) the MSCI Emerging Markets Index; and (iii) a comparable separately managed account composite (gross of fees). Additionally, the Trustees reviewed the historical performance charts for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016 for the DuPont EM Fund and the Lipper Emerging Markets Fund Index, the DuPont EM Fund’s applicable Lipper peer index. The Trustees noted that the DuPont EM Fund underperformed each of the MSCI Emerging Markets Index (Net) and the comparable separately managed account composite for the one year, three year, five year and since inception periods ended April 30, 2016. Additionally, the Trustees noted that the DuPont EM Fund underperformed the Lipper Emerging Markets Fund Index for the one year, two year, three year, five year and since inception periods and outperformed for the year-to-date period ended March 31, 2016. The Trustees concluded that, although the DuPont EM Fund had underperformed the MSCI Emerging Markets Index, a comparable separately managed account composite (gross of fees) and the Lipper Emerging Markets Fund Index, the DuPont EM Fund’s applicable Lipper peer index during certain periods, the performance of the DuPont EM Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

The Trustees also considered the investment performance for the DuPont EM Debt Fund. The Trustees reviewed the historical performance charts for the one year and since inception periods ended April 30, 2016 for (i) the DuPont EM Debt Fund; (ii) the JPM EMBI Global Diversified Index; and (iii) a comparable separately managed account composite (gross of fees). Additionally, the Trustees reviewed the historical performance charts for the year-to-date, one year, two year and since inception periods ended March 31, 2016 for the DuPont EM Debt Fund and the Lipper Emerging Markets Hard Currency Debt Fund Index, the DuPont EM Debt Fund’s applicable Lipper index. The Trustees noted that the DuPont EM Debt Fund outperformed the JPM EMBI Global Diversified Index for the one year and since inception periods, outperformed the comparable separately managed account composite for the one year period and underperformed the comparable separately managed account composite for the since inception period, ended April 30, 2016. Additionally, the Trustees noted that the DuPont EM Debt Fund underperformed

 

40


DUPONT CAPITAL FUNDS

Other Information

(Unaudited)

the Lipper Emerging Markets Hard Currency Debt Fund Index for the year-to-date period and outperformed the Index for the one year, two year and since inception periods, all ended March 31, 2016. The Trustees concluded that the performance of the DuPont EM Debt Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

Fees. The Trustees noted that the representatives of DuPont had provided information regarding its advisory fees and an analysis of these fees in relation to the delivery of services to the DuPont Funds and any other ancillary benefit resulting from DuPont’s relationship with the Funds. The Trustees considered the fees that DuPont charges to its separately managed accounts, and evaluated the explanations provided by DuPont as to differences in fees charged to the DuPont Funds and separately managed accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the DuPont Funds versus other similarly managed funds.

The Board considered, among other data, the specific factors and related conclusions set forth below with respect to each DuPont Fund:

DuPont EM Fund. The Trustees noted that the DuPont EM Fund’s gross advisory fee was higher than but substantially in line with, and the Fund’s net total expense ratio was lower than but substantially in line with, the gross advisory fee and net total expense ratio of the Lipper Emerging Markets Fund category. The Trustees concluded that the advisory fees and services provided by DuPont are consistent with those of other advisers and sub-advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the DuPont EM Fund based on the information provided at the Meeting.

DuPont EM Debt Fund. The Trustees noted that the DuPont EM Debt Fund’s gross advisory fee was higher and the Fund’s net total expense ratio was lower than the gross advisory fee and net total expense ratio of the Lipper Emerging Markets Hard Currency Debt Fund category. The Trustees concluded that the advisory fees and services provided by DuPont are consistent with those of other advisers and sub-advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the DuPont EM Debt Fund based on the information provided at the Meeting.

Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of DuPont, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by DuPont, the Board took into account its familiarity with DuPont’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account DuPont’s compliance policies and procedures and reports regarding DuPont’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the DuPont Funds’ investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to

 

41


DUPONT CAPITAL FUNDS

Other Information

(Unaudited) (Concluded)

the DuPont Funds by DuPont and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the DuPont Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the DuPont Funds are likely to benefit from the continued receipt of those services. They also concluded that DuPont has sufficient personnel, with the appropriate education and experience, to serve the DuPont Funds effectively and had demonstrated their ability to attract and retain qualified personnel.

Costs. The Trustees considered the costs of the services provided by DuPont, the compensation and benefits received by DuPont in providing services to the DuPont Funds, as well as DuPont’s profitability. The Trustees were provided with the most recent Item 6 of Form 10-K of DuPont’s parent company for its most recent fiscal year ended December 31, 2015. The Trustees noted that DuPont’s level of profitability is an important factor to consider, and the Trustees should be satisfied that DuPont’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the DuPont Funds specifically. The Trustees concluded that DuPont’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the DuPont Funds.

Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the DuPont Funds grow, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the DuPont Funds for the benefit of fund shareholders, but that the advisory fee did not currently include breakpoint reductions as asset levels increased.

At the Meeting, the Trustees unanimously approved the DuPont Agreement for an additional one year period. In voting to approve the continuation of the DuPont Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by DuPont. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the DuPont Agreement would be in the best interests of the DuPont Funds and their shareholders.

 

42


 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

DuPont Capital Management Corporation

One Righter Parkway

Suite 3200

Wilmington, DE 19803

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

DUP-1015

DUPONT CAPITAL

EMERGING MARKETS

FUND

DUPONT CAPITAL

EMERGING MARKETS

DEBT FUND

of

FundVantage Trust

Class I

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

This report is submitted for the general information of the shareholders of the DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund.

 


LOGO

EIC VALUE FUND

Semi-Annual Investment Adviser’s Report

October 31, 2016

(Unaudited)

Dear Fellow Shareholder,

Thank you for reviewing our semi-annual report. In it, we discuss our perspective on the market, the EIC Value Fund’s (the “Fund”) performance, and some of our recent purchase and sale activity in the Fund. More information on the Fund follows our comments.

Perspective on the Market

Several factors suggest the market has become less concerned about risk. From a valuation perspective, today’s market prices are high, even assuming long-term interest rates remain low and earnings growth accelerates.

Looking at fundamentals, corporations have achieved limited growth in the post-2008 environment, often via unsustainable methods that should not be capitalized. For example, firms have increased their profit margins by lowering investment spending, reduced taxes through the use of overseas tax shelters, refinanced debt at lower interest rates, and borrowed to make stock buy-backs and accretive acquisitions. Meanwhile, earnings quality continues to be poor. Investors are giving too much credence to non-GAAP financial measures, which companies often use to claim progress by treating some real costs as “one-time”.

We believe the market is capitalizing not only today’s accommodative financial environment but, also, a continuation of the benign environment into the foreseeable future. Moreover, in our view, businesses that are selling for reasonable valuations today typically have weak fundamentals and may prove to be value traps. Finally, those businesses that we feel are selling for a reasonable price and that we believe have decent fundamentals are inevitably in areas where we already have plenty of exposure. For instance, we could find another bank or health care company to invest in, but collectively the finance and health care sectors currently represent over 36% of the Fund. Increasing that concentration could add to risk. Diversification is an important component of our investment process. In contrast to some investment managers who place big bets on individual stocks or sectors, we operate under the belief that what we know about an investment is often less important than what we don’t know. That is, unpredictable macroeconomic, geopolitical, and/or company-specific events can dramatically alter an investment’s outcome. Accordingly, the Fund is relatively well diversified across a number of different sectors, industries, and stocks.

In this environment, we are finding it increasingly difficult to identify investments with desirable prospective returns. As a result, cash levels in the Fund now exceed 16%. Cash creates a drag on performance in rising markets. However, our objective is not to track volatile stock-market indices. Rather, in pursuit of the Fund’s objective of long-term capital appreciation, we seek to achieve strong returns over a full market cycle with lower-than market volatility.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (855) 430-6487.

 

1


LOGO

EIC VALUE FUND

Semi-Annual Investment Adviser’s Report (Continued)

October 31, 2016

(Unaudited)

 

Fund Performance

For the six months ending October 31, 2016, the Fund’s Institutional Class shares rose 3.45% net of expenses. The Russell 3000® Value Index gained 4.59%, while the S&P 500® Index increased 4.06%.

Performance attribution for the six-month period follows. Fund results are compared to the Russell 3000® Value Index unless otherwise noted.

The Fund’s cash position continues to be high, 16.1% at the end of October, because we find very few compelling opportunities in today’s market. Given the market increase, cash has been the largest factor contributing to the Fund’s underperformance over the last six months.

We don’t target sector weightings, either in an absolute sense or relative to market indices; they are instead principally a residual of stock selection. Nevertheless, it is at times instructive to see how sector allocations affected performance.

Nine of the eleven sectors in the Russell 3000® Value Index posted positive returns for the six months. (There used to be ten sectors – real estate was part of finance but is now a distinct sector.) Information technology was the big winner, gaining 17.3%. Financials were next, increasing 6.3%, followed by consumer staples, up 5.9%. We were overweight all three sectors relative to the index.

The two sectors with negative returns over the six-month period were telecommunication services and consumer discretionary, which fell 2.8% and 0.5%, respectively. The energy sector was also weak, rising only 0.5%. Fortunately, we were underweight telecomm and energy, though we were overweight consumer discretionary. On balance, our sector allocations were a positive contributor to Fund performance.

Our security selection in the technology sector also helped. Our holdings gained a combined 24.8%, versus 17.3% for the index’s tech stocks. Qualcomm, up 38.5%, Taiwan Semiconductor, up 36.8%, and Microsoft, up 21.8% were the Fund’s standout performers. Other Fund holdings of note included eBay, up 16.7%, Honda, up 12.4%, and Charles Schwab, up 12.1%.

Our energy holdings – especially Diamond Offshore Drilling – were a significant contributor to the Fund’s performance shortfall over the six-month period. Diamond Offshore is a large contract driller and service provider to offshore oil exploration and production companies. The firm has a diversified fleet of rigs including shallow-water jack-ups, mid-water and deep-water semi-submersibles, and deep-water and ultra-deep-water drill ships. Diamond has done an admirable job of managing costs amid the decline in oil prices from their 2014 highs, and has even managed to deliver positive earnings surprises relative to Wall Street expectations. Nonetheless, the stock recently sold off on the news that one of its clients, Petrobras, the semi-public Brazilian oil company, had terminated its contract for one of Diamond’s semi-submersible drilling rigs. Despite the loss of an important contract, Diamond has maintained its strong financial position – it’s the best capitalized company in its industry, even before considering the financial strength of its majority shareholder, Loews Corporation – and has an ample order backlog. Accordingly, we continue to maintain a small position in the stock.

Our security selection in the finance sector also adversely affected Fund performance. More specifically, Franklin Resources declined 8.9%, and Wells Fargo dropped 6.5%.

 

2


LOGO

EIC VALUE FUND

Semi-Annual Investment Adviser’s Report (Continued)

October 31, 2016

(Unaudited)

 

Franklin faces near-term headwinds, namely subpar fund returns and investor outflows. Moreover, asset management firms typically aren’t able to quickly turn things around – performance needs to improve for a while before new inflows begin. Nonetheless, Franklin has a long history of organic growth, strong returns on equity, and shareholder-friendly management, albeit with the cyclicality that comes with the asset management business. And the stock trades at a very attractive valuation – it’s among the cheapest stocks in the Fund. While value stocks can often get cheaper, as Franklin has done since our purchase, we think the current price discounts the risks facing the company and offers us the possibility of a good prospective return. Thus, we continue to hold a small position in the Fund.

As widely reported in the news, Wells Fargo recently reached a settlement with the Consumer Financial Protection Bureau, the Office of the Comptroller of the Currency, and the City of Los Angeles over the opening of unauthorized customer accounts. Since disclosure of the settlement, Wells Fargo has been criticized by the Treasury Secretary and Congress, Federal prosecutors are reportedly in the early stages of an investigation into the firm’s sales practices, and CEO John Stumpf, a nearly 35-year veteran of the bank, was forced to retire.

The opening of unauthorized customer accounts is, of course, unacceptable behavior. While we are disappointed by management’s lapse in policy and oversight, we have not changed our outlook or valuation for the company based on information released to date. Overall, we continue to like the bank’s focus on plain-vanilla lending instead of complicated Wall Street products, and we believe the impact on Wells Fargo’s ability to grow its business will be manageable. Therefore, there’s no change to our investment thesis.

Portfolio Activity

Here’s a recap of our purchase and sale activity over the past six months, starting with purchases.

The June volatility resulting from Brexit was fleeting, lasting just a few days, and did not drive stock prices low enough on a broad basis to present many new opportunities. It did, however, allow us to increase our positions in GlaxoSmithKline, a London-based pharmaceutical company, and eBay, the San-Jose-based e-commerce company.

We also added to our position in Target Corporation on price weakness after its earnings release indicated a slowdown in sales and consumer spending and provided decreased guidance for 2016. Target is effectively managing margins, costs, and its balance sheet within a challenging retail environment. In a market with relatively few opportunities, we believe Target represents a quality company selling at an attractive value.

We made two new purchases during the six-month period.

In September, we purchased a 2% position in Verizon Communications, a stock we have owned in separately managed accounts in the past. Since we sold it from those accounts in January of 2011, Verizon has continued to transition away from its legacy wireline business toward wireless. Notably, the company purchased Vodafone’s minority interest in the wireless business in 2014 and has divested significant wireline business. The remaining wireline business has continued to shift toward FIOS fiber-to-premise, which is much more durable than old technology dial-tone business. Verizon generates substantial free cash, which validates its earnings power and amply covers its dividend. Margins are high and stable, and returns on capital are good, especially considering the capital-intensive nature of the business.

 

3


LOGO

EIC VALUE FUND

Semi-Annual Investment Adviser’s Report (Continued)

October 31, 2016

(Unaudited)

 

The wireless business continues to grow while maintaining premium pricing even in the face of recent fierce price competition from T-Mobile and Sprint. Overall, Verizon’s business is better than when we sold it and more attractively priced as well.

In October, we purchased a 1.5% position in PPG Industries, Inc., a large, global coatings business, manufacturing paints and coatings for a wide variety of applications, including automotive and commercial transport, aircraft, marine, rail, and architectural. Over the past year, PPG’s earnings growth has slowed due, in part, to headwinds from the strong dollar and a soft global economy. Its stock price declined with that slowdown, enabling us to initiate a position at what we believe is an attractive entry point.

PPG has transformed itself over the years from a diversified set of businesses including coatings, commodity chemicals, and glass to one focused primarily on coatings. Lower margin businesses such as chemicals and most of its glass businesses have been divested. Meanwhile, PPG has added scale and geographic reach to its higher-profit coatings business through selective bolt-on acquisitions. This transformation has improved the business’s growth profile, margins and returns on capital. In doing so, PPG has maintained a strong balance sheet, with reasonable leverage, and has positioned itself to grow and earn high returns on capital.

We’ll turn now to our sales activity.

We sold our position in Bed Bath & Beyond. The company reported disappointing results, but, unlike Target, its margins and balance sheet show long-term structural decline, exacerbated by aggressive stock buy-backs to boost earnings per share.

Shire PLC offered to acquire one of our holdings, Baxalta. Baxter International, which we also owned, offered a premium to exchange its shares for Baxalta shares, which Baxter retained from its earlier spin-off of Baxalta. We accepted the exchange and in the end, we held a small (less than 1%) position in Shire PLC and a 2% position in Baxter International. We subsequently sold our position in both stocks, based primarily on valuation, as well as concerns over the strength of Shire’s balance sheet. A great deal of back-office effort was required to implement these actions on behalf of Fund investors; we offer a special thanks to our trading and operations staff for successfully dealing with a very complex transaction.

Finally, we trimmed eBay, Mack-Cali Realty, and Taiwan Semiconductor, all of which have performed well this year, due to valuations and to keep position sizes in check. We also trimmed Franklin Resources over concerns about deteriorating fundamentals, though it does remain one of the Fund’s most inexpensive stocks.

We have said for some time that today’s investment environment is a difficult one to navigate. The impact of low interest rates and central-bank-infused liquidity has been quite broad, and there are few obvious areas in which to avoid the risk. Over a full-market cycle, we believe our most important contribution in protecting investor capital will be through paying reasonable prices for companies with sustainable earnings growth, while avoiding those with excessive balance-sheet risk.

This letter is intended to assist shareholders in understanding how the Fund performed during the six months ending October 31, 2016 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

 

4


LOGO

EIC VALUE FUND

Semi-Annual Investment Adviser’s Report (Concluded)

October 31, 2016

(Unaudited)

 

The above commentary is for informational purposes only and does not represent an offer, recommendation or solicitation to buy, hold or sell any security. The specific securities identified and described do not represent all of the securities purchased or sold and you should not assume that investments in the securities identified and discussed will be profitable.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

 

5


EIC VALUE FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016
     Six               Since
     Months†   1 Year   3 Years   5 Years   Inception*

Class A (with sales charge)

       -2.32 %       -0.67 %       3.24 %       7.60 %       6.67 %

Class A (without sales charge)

       3.38 %       5.12 %       5.20 %       8.81 %       7.78 %

Russell 3000® Value Index

       4.59 %       6.55 %       7.33 %       13.17 %       10.22 %**

S&P 500® Index

       4.06 %       4.51 %       8.84 %       13.57 %       11.17 %**

Class C (with CDSC charge)

       1.95 %       3.35 %       4.42 %       8.00 %       7.48 %

Class C (without CDSC charge)

       2.95 %       4.35 %       4.42 %       8.00 %       7.48 %

Russell 3000® Value Index

       4.59 %       6.55 %       7.33 %       13.17 %       11.15 %**

S&P 500® Index

       4.06 %       4.51 %       8.84 %       13.57 %       11.86 %**

Institutional Class

       3.45 %       5.41 %       5.45 %       9.08 %       7.96 %

Russell 3000® Value Index

       4.59 %       6.55 %       7.33 %       13.17 %       9.80 %**

S&P 500® Index

       4.06 %       4.51 %       8.84 %       13.57 %       10.96 %**

 

 

Not Annualized.

 

* Class A, Class C and Institutional Class shares of the EIC Value Fund (the “Fund”) commenced operations on May 19, 2011, July 18, 2011 and May 1, 2011, respectively.

 

** Benchmark performance is from commencement date of the class only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (855) 430-6487.

The returns shown for Class A shares reflect a deduction for the maximum front-end sales charge of 5.50%. The returns shown for Class C shares reflect a maximum deferred sales charge of 1.00%. All of the Fund’s share classes apply a 2.00% fee to the value of shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above. The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2016, are 1.24% and 1.28% for Class A shares, 1.99% and 2.03% for Class C shares and 0.99% and 1.03% for Institutional Class shares, respectively, of the Class’ average daily net assets. The ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Equity Investment Corporation (the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent necessary to ensure that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees or shareholder service fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, exceed 1.00% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (“the Trust”) approves its earlier termination. Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived

 

6


EIC VALUE FUND

Semi-Annual Report

Performance Data (Concluded)

October 31, 2016

(Unaudited)

 

and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

Mutual fund investing involves risk, including possible loss of principal. Value investing involves the risk that the Fund’s investing in companies believed to be undervalued will not appreciate as anticipated. The Fund may invest in the stocks of smaller- and medium-sized companies which may be more vulnerable to adverse business or economic events than larger, more established companies.

The Fund intends to evaluate performance as compared to that of the S&P 500® Index and the Russell 3000® Value Index. The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 3000® Value Index is an unmanaged index that measures the performance of the 3,000 largest U.S. stocks, representing about 98% of the total capitalization of the entire U.S. stock market. It is impossible to invest directly in an index.

 

7


EIC VALUE FUND

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of each accompanying table provides information about 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 Examples for Comparison Purposes

The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund and other funds. To do so, compare 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 accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any) or redemption fees. Therefore, the second line of each accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

8


EIC VALUE FUND

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     EIC Value Fund
     Beginning Account Value    Ending Account Value    Expenses Paid
     May 1, 2016    October 31, 2016    During Period*

Class A

              

Actual

       $1,000.00          $1,033.80          $6.15  

Hypothetical (5% return before expenses)

       1,000.00          1,019.16          6.11  

Class C

              

Actual

       $1,000.00          $1,029.50          $9.98  

Hypothetical (5% return before expenses)

       1,000.00          1,015.38          9.91  

Institutional Class

              

Actual

       $1,000.00          $1,034.50          $4.87  

Hypothetical (5% return before expenses)

       1,000.00          1,020.42          4.84  

 

 

 

*

Expenses are equal to the Fund’s annualized expense ratio for the six-month period ended October 31, 2016 of 1.20%, 1.95%, and 0.95% for Class A, Class C, and Institutional Class shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in each table are based on the actual six-month total returns for the Fund of 3.38%, 2.95%, and 3.45% for Class A, Class C, and Institutional Class shares, respectively.

 

9


EIC VALUE FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net    
     Assets   Value

COMMON STOCKS:

        

Financial

       23.7 %     $ 69,723,692  

Consumer, Non-cyclical

       20.0         59,086,109  

Consumer, Cyclical

       11.1         32,656,603  

Communications

       7.7         22,705,554  

Technology

       7.0         20,769,173  

Energy

       6.5         19,049,850  

Utilities

       4.0         11,882,083  

REITs-Diversified

       1.6         4,749,905  

Basic Materials

       1.5         4,423,675  

REITs-Office Property

       1.0         2,846,114  

Short-Term Investment

       14.3         42,225,661  

Other Assets in Excess of Liabilities

       1.6         4,738,365  
    

 

 

     

 

 

 

NET ASSETS

       100.0 %     $ 294,856,784  
    

 

 

     

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

10


EIC VALUE FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

     Number
  of Shares  
     Value  

COMMON STOCKS — 84.1%

  

Basic Materials — 1.5%

     

PPG Industries, Inc.

     47,500       $ 4,423,675   
     

 

 

 

Communications — 7.7%

     

Cisco Systems, Inc.

     194,905         5,979,686   

eBay, Inc.*

     393,575         11,220,823   

Verizon Communications, Inc.

     114,450         5,505,045   
     

 

 

 
              22,705,554   
     

 

 

 

Consumer, Cyclical — 11.1%

  

  

Honda Motor Co. Ltd., SP ADR

     286,900         8,558,227   

Target Corp.

     159,625         10,971,026   

Wal-mart Stores, Inc.

     187,480         13,127,350   
     

 

 

 
        32,656,603   
     

 

 

 

Consumer, Non-cyclical — 20.0%

  

  

Baxter International, Inc.

             1   

Express Scripts Holding Co.*

     120,000         8,088,000   

GlaxoSmithKline PLC, SP ADR

     224,095         8,966,041   

Johnson & Johnson

     69,135         8,018,969   

Medtronic PLC

     105,625         8,663,362   

Pepsico, Inc.

     107,125         11,483,800   

Procter & Gamble Co. (The)

     95,370         8,278,116   

Shire PLC, ADR

     1         121   

Whole Foods Market, Inc.

     197,515         5,587,699   
     

 

 

 
        59,086,109   
     

 

 

 

Energy — 6.5%

     

Chevron Corp.

     58,480         6,125,780   

Diamond Offshore Drilling, Inc.

     205,590         3,390,179   

Exxon Mobil Corp.

     114,425         9,533,891   
     

 

 

 
        19,049,850   
     

 

 

 
     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

Financial — 23.7%

     

American Express Co.

     153,600       $ 10,202,112   

Charles Schwab Corp. (The)

     243,500         7,718,950   

Franklin Resources, Inc.

     84,175         2,833,330   

PNC Financial Services Group, Inc. (The)

     111,900         10,697,640   

SunTrust Banks, Inc.

     151,980         6,874,055   

Torchmark Corp.

     77,505         4,914,592   

Travelers Cos, Inc. (The)

     75,610         8,179,490   

US Bancorp

     211,050         9,446,598   

Wells Fargo & Co.

     192,500         8,856,925   
     

 

 

 
              69,723,692   
     

 

 

 

REITs-Diversified — 1.6%

     

Annaly Capital Management, Inc. REIT

     458,485         4,749,905   
     

 

 

 

REITs-Office Property — 1.0%

  

  

Mack-Cali Realty Corp. REIT

     110,830         2,846,114   
     

 

 

 

Technology — 7.0%

     

Microsoft Corp.

     133,230         7,983,142   

QUALCOMM, Inc.

     95,000         6,528,400   

Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR

     201,210         6,257,631   
     

 

 

 
        20,769,173   
     

 

 

 

Utilities — 4.0%

     

Exelon Corp.

     348,755         11,882,083   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $208,494,823)

   

     247,892,758   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

11


EIC VALUE FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

     Number
of Shares
     Value  

SHORT-TERM INVESTMENT — 14.3%

  

Money Market Fund — 14.3%

  

Dreyfus Institutional Treasury Securities Advantage Fund, Premier Shares 0.01%(a)

     42,225,661       $ 42,225,661   
     

 

 

 

TOTAL SHORT-TERM INVESTMENT
(Cost $42,225,661)

   

     42,225,661   
     

 

 

 

TOTAL INVESTMENTS - 98.4%

(Cost $250,720,484)

  

  

     290,118,419   

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.6%

        4,738,365   
     

 

 

 

NET ASSETS - 100.0%

      $     294,856,784   
     

 

 

 

 

 

* Non-income producing.
(a)  Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016.

ADR

 

American Depository Receipt

PLC

 

Public Limited Company

REIT

 

Real Estate Investment Trust

SP ADR

 

Sponsored American Depository Receipt

 

 

The accompanying notes are an integral part of the financial statements.

 

12


EIC VALUE FUND

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $250,720,484)

   $ 290,118,419   

Cash

     853,671   

Receivable for investments sold

     5,378,391   

Receivable for capital shares sold

     286,462   

Dividends and interest receivable

     266,551   

Prepaid expenses and other assets

     93,882   
  

 

 

 

Total assets

     296,997,376   
  

 

 

 

Liabilities

  

Payable for investments purchased

     852,665   

Payable for capital shares redeemed

     897,934   

Payable to Adviser

     189,184   

Payable for administration and accounting fees

     57,668   

Payable for distribution fees

     42,878   

Payable for transfer agent fees

     34,329   

Payable for legal fees

     11,065   

Payable for shareholder servicing fees

     10,281   

Payable for custodian fees

     8,440   

Accrued expenses

     36,148   
  

 

 

 

Total liabilities

     2,140,592   
  

 

 

 

Net Assets

   $ 294,856,784   
  

 

 

 

Net Assets Consisted of:

  

Capital stock, $0.01 par value

   $ 219,108   

Paid-in capital

     250,480,312   

Accumulated net investment income

     1,885,580   

Accumulated net realized gain from investments

     2,873,849   

Net unrealized appreciation on investments

     39,397,935   
  

 

 

 

Net Assets

   $ 294,856,784   
  

 

 

 

Class A:

  

Net asset value, redemption price per share
($56,565,986 / 4,203,835 shares)

     $13.46   

Maximum offering price per share (100/94.5 of $13.46)

     $14.24   

Class C:

  

Net asset value, offering and redemption price per share
($47,501,349 / 3,584,716 shares)

     $13.25   

Institutional Class:

  

Net asset value, offering and redemption price per share
($190,789,449 / 14,122,268 shares)

     $13.51   

The accompanying notes are an integral part of the financial statements.

 

13


EIC VALUE FUND

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Dividends

   $ 3,254,729   

Less: foreign taxes withheld

     (72,502

Interest

     35,375   
  

 

 

 

Total investment income

     3,217,602   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     1,155,777   

Distribution fees (Class C) (Note 2)

     190,041   

Administration and accounting fees (Note 2)

     90,087   

Distribution fees (Class A) (Note 2)

     77,611   

Transfer agent fees (Note 2)

     75,806   

Shareholder servicing fees (Class C) (Note 2)

     63,347   

Registration and filing fees

     35,043   

Legal fees

     24,814   

Printing and shareholder reporting fees

     17,242   

Custodian fees (Note 2)

     16,545   

Trustees’ and officers’ fees (Note 2)

     16,448   

Audit fees

     13,992   

Other expenses

     18,215   
  

 

 

 

Total expenses

     1,794,968   
  

 

 

 

Net investment income

     1,422,634   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

  

Net realized gain from investments

     3,360,400   

Net change in unrealized appreciation/(depreciation) on investments

     5,811,160   
  

 

 

 

Net realized and unrealized gain on investments

     9,171,560   
  

 

 

 

Net increase in net assets resulting from operations

   $ 10,594,194   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

14


EIC VALUE FUND

Statements of Changes in Net Assets

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Increase/(Decrease) in net assets from operations:

        

Net investment income

     $ 1,422,634       $ 2,706,079  

Net realized gain/(loss) from investments

       3,360,400         (486,551 )

Net change in unrealized appreciation/(depreciation) on investments

       5,811,160         (13,745,752 )
    

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       10,594,194         (11,526,224 )
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Class A

               (732,542 )

Class C

               (147,071 )

Institutional Class

               (2,258,668 )
    

 

 

     

 

 

 

Total net investment income

               (3,138,281 )
    

 

 

     

 

 

 

Net realized capital gains:

        

Class A

               (1,409,072 )

Class C

               (1,111,461 )

Institutional Class

               (3,416,089 )
    

 

 

     

 

 

 

Total net realized capital gains

               (5,936,622 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

               (9,074,903 )
    

 

 

     

 

 

 

Decrease in Net Assets Derived from Capital Share Transactions (Note 4)

       (29,549,930 )       (3,478,118 )
    

 

 

     

 

 

 

Total decrease in net assets

       (18,955,736 )       (24,079,245 )
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       313,812,520         337,891,765  
    

 

 

     

 

 

 

End of period

     $ 294,856,784       $ 313,812,520  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 1,885,580       $ 462,946  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

15


EIC VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class A
     For the                   For the
     Six Months   For the   For the   For the   For the   Period
     Ended   Year   Year   Year   Year   May 19,
     October 31,   Ended   Ended   Ended   Ended   2011* to
     2016   April 30,   April 30,   April 30,   April 30,   April 30,
     (Unaudited)   2016   2015   2014   2013   2012

Per Share Operating Performance

                        

Net asset value, beginning of period

     $ 13.02       $ 13.91       $ 13.37       $ 11.91       $ 10.65       $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.06         0.11         0.12         0.12         0.12         0.08  

Net realized and unrealized gain/(loss) on investments

       0.38         (0.60 )       0.98         1.70         1.22         0.61  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.44         (0.49 )       1.10         1.82         1.34         0.69  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                        

Net investment income

               (0.14 )       (0.10 )       (0.11 )       (0.08 )       (0.04 )

Net realized capital gains

               (0.26 )       (0.46 )       (0.25 )       (2)        
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

               (0.40 )       (0.56 )       (0.36 )       (0.08 )       (0.04 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees

               (2)       (2)       (2)       (2)       (2)
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 13.46       $ 13.02       $ 13.91       $ 13.37       $ 11.91       $ 10.65  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       3.38 %       (3.44 )%       8.22 %       15.46 %       12.73 %       6.97 %

Ratio/Supplemental Data

                        

Net assets, end of period (in thousands)

     $ 56,566       $ 65,882       $ 85,653       $ 130,805       $ 83,932       $ 33,969  

Ratio of expenses to average net assets

       1.20 %(4)       1.25 %       1.25 %       1.25 %       1.25 %       1.25 %(4)

Ratio of expenses to average net assets without waivers, expense reimbursements and recoupments, if any(5)

       1.20 %(4)       1.21 %       1.18 %       1.24 %       1.35 %       2.07 %(4)

Ratio of net investment income to average net assets

       0.89 %(4)       0.85 %       0.90 %       0.95 %       1.12 %       0.81 %(4)

Portfolio turnover rate

       7.12 %(6)       34.03 %       26.89 %       19.08 %       12.06 %       12.68 %(7)

 

 

* Commencement of operations.
(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.50%. If reflected, the return would be lower.
(4)  Annualized.
(5)  During the period, certain fees were waived, reimbursed and/or recouped. If such fee waivers, reimbursements and/or recoupments had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.
(7)  Reflects portfolio turnover of the Fund for the year ended April 30, 2012.

The accompanying notes are an integral part of the financial statements.

 

16


EIC VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class C shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class C  
     For the
Six Months
Ended
October 31,
2016
(Unaudited)
     For the
Year
Ended
April 30,
2016
    For the
Year
Ended
April 30,
2015
    For the
Year
Ended
April 30,
2014
    For the
Year
Ended
April 30,
2013
    For the
Period
July 18,
2011* to
April 30,
2012
 

Per Share Operating Performance

                  

Net asset value, beginning of period

      $ 12.87         $ 13.75      $ 13.24      $ 11.84      $ 10.61      $ 9.88   
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income/(loss)(1)

        0.01           0.01        0.02        0.03        0.04        (0.01

Net realized and unrealized gain/(loss) on investments

        0.37           (0.60     0.97        1.67        1.22        0.77   
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

        0.38           (0.59     0.99        1.70        1.26        0.76   
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

                  

Net investment income

                  (0.03     (0.02     (0.05     (0.03     (0.03

Net realized capital gains

                  (0.26     (0.46     (0.25     (2)        
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

                  (0.29     (0.48     (0.30     (0.03     (0.03
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redemption fees

                  (2)      (2)      (2)      (2)      (2) 
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

      $   13.25         $ 12.87      $ 13.75      $ 13.24      $ 11.84      $ 10.61   
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

        2.95        (4.17 )%      7.49     14.52     11.93     7.75

Ratio/Supplemental Data

                  

Net assets, end of period (in thousands)

      $ 47,501         $ 51,146      $ 62,378      $ 48,016      $ 31,129      $ 13,756   

Ratio of expenses to average net assets

        1.95 %(4)         2.00     2.00     2.00     2.00     2.00 %(4) 

Ratio of expenses to average net assets without waivers, expense reimbursements and recoupments, if any(5)

        1.95 %(4)         1.96     1.93     1.99     2.10     2.69 %(4) 

Ratio of net investment income/(loss) to average net assets

        0.14 %(4)         0.10     0.15     0.21     0.38     (0.01 )%(4) 

Portfolio turnover rate

        7.12 %(6)         34.03     26.89     19.08     12.06     12.68 %(7) 

 

*

Commencement of operations.

(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total return does not reflect any applicable sales charge.
(4) Annualized.
(5)  During the period, certain fees were waived, reimbursed and/or recouped. If such fee waivers, reimbursements and/or recoupments had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.
(7)  Reflects portfolio turnover of the Fund for the year ended April 30, 2012.

The accompanying notes are an integral part of the financial statements.

 

17


EIC VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class  
     For the
Six Months
Ended
October 31,
2016
(Unaudited)
     For the
Year
Ended
April 30,
2016
    For the
Year
Ended
April 30,
2015
    For the
Year
Ended
April 30,
2014
    For the
Year
Ended
April 30,
2013
    For the
Year
Ended
April 30,
2012
 

Per Share Operating Performance

                  

Net asset value, beginning of year

      $ 13.06         $ 13.95      $ 13.41      $ 11.94      $ 10.67      $ 10.00   
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(1)

        0.08           0.14        0.16        0.15        0.15        0.11   

Net realized and unrealized gain/(loss) on investments

        0.37           (0.60     0.98        1.70        1.22        0.61   
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

        0.45           (0.46     1.14        1.85        1.37        0.72   
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

                  

Net investment income

                  (0.17     (0.14     (0.13     (0.10     (0.05

Net realized capital gains

                  (0.26     (0.46     (0.25     (2)        
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

                  (0.43     (0.60     (0.38     (0.10     (0.05
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redemption fees

                  (2)      (2)      (2)      (2)      (2) 
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

      $ 13.51         $ 13.06      $ 13.95      $ 13.41      $ 11.94      $ 10.67   
     

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

        3.45        (3.15 )%      8.54     15.68     12.99     7.24

Ratio/Supplemental Data

                  

Net assets, end of year (in thousands)

      $ 190,789         $ 196,785      $ 189,860      $ 75,860      $ 53,367      $ 18,754   

Ratio of expenses to average net assets

        0.95 %(4)         1.00     1.00     1.00     1.00     1.00

Ratio of expenses to average net assets without waivers, expense reimbursements and recoupments, if any(5)

        0.95 %(4)         0.96     0.93     0.99     1.10     2.40

Ratio of net investment income to average net assets

        1.14 %(4)         1.10     1.14     1.21     1.37     1.13

Portfolio turnover rate

        7.12 %(6)         34.03     26.89     19.08     12.06     12.68

 

(1)  The selected per share data was calculated using the average shares outstanding method for the year.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4) Annualized.
(5)  During the period, certain fees were waived, reimbursed and/or recouped. If such fee waivers, reimbursements and/or recoupments had not occurred, the ratios would have been as indicated (See Note 2).
(6)

Not annualized.

The accompanying notes are an integral part of the financial statements.

 

18


EIC VALUE FUND

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The EIC Value Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced operations on May 1, 2011. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C, Institutional Class and Retail Class shares. Class A shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) may be applicable to the redemption of Class A shares. A CDSC, as a percentage of the lower of the original purchase price or net asset value at redemption, of up to 1.00% may be imposed on full or partial redemptions of Class A shares made within eighteen months of purchase where $1 million or more of Class A shares were purchased without an initial sales charge and (ii) the Fund’s principal underwriter, Foreside Funds Distributors LLC (the “Underwriter”), paid a commission to the selling broker-dealer for such sale. A CDSC of up to 1.00% is assessed on redemptions of Class C Shares made within eighteen months after a purchase. As of October 31, 2016, the Retail Class Shares have not been issued.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are valued at amortized cost, provided such amount approximates market value. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

19


EIC VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

•  Level 1 —

 

quoted prices in active markets for identical securities;

•  Level 2 —

 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•  Level 3 —

 

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:

 

                                                                                                   
     Total
Value at
10/31/16
     Level 1
Quoted
Prices
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks*

   $ 247,892,758       $ 247,892,758       $       $   

Short-Term Investment

     42,225,661         42,225,661                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 290,118,419       $ 290,118,419       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Please refer to Portfolio of Investments for further details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities.

 

20


EIC VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the period ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

 

21


EIC VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Related Parties and Other Service Providers

Equity Investment Corporation (“EIC” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.75% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent necessary to ensure that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees or shareholder service fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, do not exceed 1.00% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. As of October 31, 2016, there is no amount of advisory fees available to be recouped.

For the period ended October 31, 2016, the Adviser earned advisory fees of $1,155,777.

 

22


EIC VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee) on an annualized basis of the average daily net assets of the Fund’s Class A and Class C shares, respectively.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $15,866. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the period ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 18,361,005       $ 44,453,876   

 

23


EIC VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Six Months Ended
October 31, 2016
(Unaudited)
    For the Year Ended
April 30, 2016
 
     Shares     Amount     Shares     Amount  

Class A

        

Sales

     176,197      $ 2,354,965        857,572      $ 11,438,619   

Reinvestments

                   147,895        1,860,520   

Redemption Fees*

                          1,173   

Redemptions

     (1,031,576     (13,858,867     (2,103,805     (27,595,274
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (855,379   $ (11,503,902     (1,098,338   $ (14,294,962
  

 

 

   

 

 

   

 

 

   

 

 

 

Class C

        

Sales

     137,323      $ 1,796,532        323,756      $ 4,227,322   

Reinvestments

                   93,907        1,171,014   

Redemption Fees*

                          916   

Redemptions

     (525,886     (6,954,493     (981,575     (12,691,541
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (388,563   $ (5,157,961     (563,912   $ (7,292,289
  

 

 

   

 

 

   

 

 

   

 

 

 

Institutional Class

        

Sales

     2,454,822      $ 32,677,397        6,677,541      $ 86,642,713   

Reinvestments

                   424,318        5,346,409   

Redemption Fees*

                          3,156   

Redemptions

     (3,402,786     (45,565,464     (5,639,081     (73,883,145
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

     (947,964   $ (12,888,067     1,462,778      $ 18,109,133   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net decrease

     (2,191,906   $ (29,549,930     (199,472   $ (3,478,118
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* There is a 2.00% redemption fee that may be charged on shares redeemed which have been held for 30 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in-capital.

 

24


EIC VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $3,138,300 of ordinary income dividends and $5,936,603 of long-term capital gains dividends. Distributions from net investment income and short term gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss

Carryforward

  Undistributed
Ordinary Income
  Undistributed
Long-Term Gain
  Unrealized
Appreciation
  Qualified
Late-Year Losses
$(215,534)   $462,946   $—   $33,586,775   $(271,017)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

                     
 

Federal tax cost*

   $ 250,720,484   
    

 

 

 
 

Gross unrealized appreciation

   $ 43,520,440   
 

Gross unrealized depreciation

     (4,122,505
    

 

 

 
 

Net unrealized appreciation

   $ 39,397,935   
    

 

 

 

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Accumulated capital losses represent net capital loss carry forwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund had short-term capital loss carryforwards of $215,534. All losses will be carried forward indefinitely and will retain their character as short-term capital losses.

 

25


EIC VALUE FUND

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

26


EIC VALUE FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (855) 430-6487 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At a meeting held on September 28-29, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved (1) an interim advisory agreement (the “Interim Agreement”) and (2) a new advisory agreement (the “New Agreement”), between Equity Investment Corporation (“EIC” or the “Advisor”) and the Trust (together the “Agreements”) on behalf of EIC Value Fund (the “Fund”).

The Board considered the Agreements in connection with a transaction resulting in a change of control and restructuring of EIC’s advisory business into a new corporate entity with the same name (the “Transaction”). This Transaction constituted a change in control (the “Change of Control”) of the Advisor, under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Transaction resulted in the assignment and automatic termination of the investment advisory agreement between the Trust, with respect to the Fund, dated April 21, 2011 (“Prior Agreement”).

In determining whether to approve the Agreements, the Trustees considered information that EIC provided regarding (i) the services performed for the Fund, (ii) the size and qualifications of EIC’s portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Fund, (iv) investment performance, (v) the capitalization and financial condition of EIC, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Fund and other clients,

 

27


EIC VALUE FUND

Other Information

(Unaudited) (Continued)

 

(viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on EIC’s ability to service the Fund, (x) compliance with the Fund’s investment objective, policies and practices (including codes of ethics and proxy voting policies), federal securities laws and other regulatory requirements, and (xi) the Transaction and the impact of the resulting Change of Control on the services provided by EIC. The Trustees noted the reports provided at Board meetings throughout the year covering matters such as the relative performance of the Fund; compliance with the investment objective, policies, strategies and limitations for the Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to fair value pricing procedures as established by the Board.

Representatives from EIC joined the meeting and discussed the Transaction and the Change of Control, including the background of and reasons for the Change of Control, EIC’s history, performance, investment strategy, and compliance program in connection with the proposed New Agreement. In connection with the Trustees’ review of the Agreements, the representatives from EIC emphasized that: (i) it expected that there will be no adverse changes as a result of the Change of Control in the nature, quality, or extent of services currently provided to the Fund and its shareholders, including investment management, distribution, or other shareholder services; (ii) no material adverse effects on EIC’s financial condition; (iii) no material changes in personnel or operations are contemplated; and (iv) EIC has no present intention to alter the expense limitations and reimbursements currently in effect for the Fund.

In addition to the information provided by EIC as described above, the Trustees also considered all other factors they believed to be relevant to evaluating the Agreements, including the specific matters discussed below. In their deliberations, the Trustees did not identify any particular information that was controlling, and different Trustees may have attributed different weights to the various factors. However, the Trustees determined that the overall arrangements between the Fund and EIC, as provided in the Agreements, including the proposed advisory fees, are fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the Trustees considered relevant. In making their decision relating to the approval of the Agreements, the Trustees gave attention to the information furnished. The following discussion, however, identifies the primary factors taken into account by the Trustees and the conclusions reached in approving the Agreements.

Nature, Extent, and Quality of Services. The Trustees considered the services historically provided by EIC to the Fund and its shareholders. In reviewing the nature, extent, and quality of services, the Board considered that the Agreements will be substantially similar to the Prior Agreement, and they therefore considered the many reports furnished to them during the year at regular Board meetings covering matters such as the relative performance of the Fund; compliance with the investment objectives, policies, strategies, and limitations for the Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to fair value pricing procedures as established by the Board. The Trustees considered EIC’s personnel and the depth of EIC’s personnel who possess the experience to provide investment management services to the Fund. Based on the information provided by EIC, including that no material

 

28


EIC VALUE FUND

Other Information

(Unaudited) (Continued)

 

changes are expected as a result of the Change of Control in EIC’s personnel or operations, the Trustees concluded that (i) the nature, extent and quality of the services provided by EIC are appropriate and consistent with the terms of the Agreements, (ii) that the quality of those services has been consistent with industry norms, (iii) the Fund is likely to benefit from the continued provision of those services, (iv) EIC has sufficient personnel, with the appropriate education and experience, to serve the Fund effectively and has demonstrated its continuing ability to attract and retain qualified personnel, and (v) the satisfactory nature, extent, and quality of services currently provided to the Fund and its shareholders is likely to continue under the Agreements.

Investment Performance. The Board considered the overall investment performance of EIC and the Fund. Although the Trustees gave appropriate consideration to performance reports and discussions with portfolio managers at Board meetings throughout the year, the Trustees gave particular weight to their review of investment performance presented in connection with the approval of the Agreements at the September 28-29, 2016 in-person meeting and the annual approval of the continuation of EIC’s investment advisory agreement at the December 2-3, 2015 in-person meeting. The Trustees considered the investment performance for the Fund and EIC. The Trustees reviewed the historical performance charts for each of the Fund’s share classes, as compared to the Russell 3000 Value Index, and the Lipper Large-Cap Value Fund category, the Fund’s applicable Lipper peer group, for the calendar year-to-date, one-year, two-year, three-year, five year and since inception periods ended June 30, 2016. The Fund’s Class A shares, Class C shares and Institutional Class shares, which had differing inception dates, outperformed the median of the Lipper Large-Cap Value Fund category for the calendar year-to-date and one-year periods ended June 30, 2016, and the Institutional Class shares also outperformed for the two year period ended June 30 2016. The Class A shares, Class C shares and Institutional Class shares underperformed the median of the Lipper Large-Cap Value Fund category for the other periods presented. The Fund’s Class A shares, Class C shares and Institutional Class shares underperformed the Russell 3000 Value Index for all periods ended June 30, 2016, with the exception of the one year returns for Class A and Institutional Class shares.

The Trustees also received performance information for the Fund’s Institutional Class shares as compared to the Fund’s comparable separately managed account composite (gross of fees), the portion of another mutual fund portfolio that is sub-advised by EIC in a similar manner (the “EIC Sub-Advised Portfolio”), and the Russell 3000 Value Index, for the one-year, three-year, five year and since inception periods ended July 31, 2016, as applicable. The Fund’s Institutional Class shares underperformed the Russell 3000 Value Index for the one-year, three-year, five year and since inception periods ended July 31, 2016. The Fund’s Institutional Class shares outperformed EIC’s separately managed account composite (gross of fees) for the one-year period ended July 31, 2016, and underperformed for the three-year, five year and since inception periods. With respect to the EIC Sub-Advised Portfolio, which does not have performance longer than one year, the Fund’s Institutional Class shares underperformed the gross returns of the EIC Sub-Advised Portfolio for the one-year period ended July 31, 2016. The Trustees also considered EIC’s commentary regarding the performance data and the various factors contributing to the Fund’s

 

29


EIC VALUE FUND

Other Information

(Unaudited) (Continued)

 

shorter- and longer-term performance, as applicable. The Trustees took note of the various periods where the Fund underperformed its Lipper peer group and Russell 3000 Value Index. The Trustees noted that while absolute performance was positive for various periods ended June 30, 2016 and July 31, 2016, the Fund’s relative performance lagged the Russell 3000 Value Index and the median of its Lipper peer group for certain measurement periods. The Trustees considered explanations provided by EIC regarding the various factors contributing to the relative underperformance of the Fund, including, among other things, differences in the Fund’s investment strategies and portfolio construction in comparison to the peer funds included in its Lipper peer groups. The Board discussed with EIC the reasons behind such results for the Fund. The Trustees considered other factors that supported the continuation of the Advisory Agreement, including the following: (i) that EIC’s investment decisions, such as security selection and sector allocation, contributing to such underperformance were consistent with the Fund’s investment objective and policies; and (ii) that shorter-term or longer-term performance, as applicable, was competitive when compared to the performance of relevant peer groups or benchmarks. Taking note of EIC’s discussion of (i) the various factors contributing to the Fund’s performance and (ii) its continuing commitment to the Fund’s current investment strategy, the Trustees concluded that the performance of the Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the September 28-29, 2016 in-person meeting.

The Board also concluded that neither the Change of Control nor the Agreements would likely have an adverse effect on the investment performance of the Fund because (i) EIC does not currently expect the Change of Control to cause any material change to the Fund’s portfolio management team that is jointly and primarily responsible for investment performance (recognizing the fact that, as of September 30, 2016, Mr. Barksdale would no longer serve as a member of such portfolio management team), which the Board found to be satisfactory, and (ii) as discussed in more detail below, the Fund’s expenses are not expected to increase as a result of the Change of Control. EIC reported at the meeting that it is expected that Mr. Barksdale will continue to serve as Chairman of EIC through September 30, 2019 and will be available as a resource to the Fund’s portfolio managers.

Comparative Expenses. EIC had provided information regarding its advisory fees and an analysis of these fees in relation to the delivery of services to the Fund and any other ancillary benefit resulting from EIC’s relationship with the Fund. The Trustees considered the fees that EIC charges to each comparable account and/or investment company advised by EIC, and evaluated the explanations provided by EIC as to differences in fees charged to the Fund and such accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Fund versus other similarly managed funds. The Trustees noted that the gross advisory fee and net total expense ratio of the Fund’s Institutional Class, Class A and Class C shares were all higher than the median of the gross advisory fees and net total expense ratios of funds with similar share classes in the Lipper Large-Cap Value Equity category with $500 million or less in assets. The Trustees concluded that the advisory fee and services provided by EIC are sufficiently consistent with those of other advisers which manage mutual funds with investment

 

30


EIC VALUE FUND

Other Information

(Unaudited) (Continued)

 

objectives, strategies and policies similar to those of the Fund based on the information provided at the in-person meeting. The Trustees considered whether the Change of Control would impact the services currently being provided to the Fund. Based on the information provided at the in-person meeting, the Trustees concluded that there would not be any material impact on the expenses of the Fund and services provided to the Fund as a result of the Change of Control.

Management Profitability. The Trustees considered the costs of the services provided by EIC, the compensation and benefits received by EIC in providing services to the Fund, as well as EIC’s profitability. The Trustees were provided with EIC’s most recent available financial information for EIC. The Trustees noted that EIC’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that EIC’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Fund specifically. The Trustees concluded that EIC’s contractual advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other advisers for managing comparable mutual funds with similar strategies. The Trustees also concluded that the overall expense ratio of the Fund was reasonable, taking into account the size of the Fund, the quality of services provided by EIC, the investment performance of the Fund and the expense limitations agreed to by EIC.

Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Trustees considered and determined that economies of scale for the benefit of Fund shareholders should be achieved as assets of the Fund increase as a result of “breakpoint” reductions in the advisory fee rate at specific asset levels which are reflected in the fee schedule of the New Agreement. In addition, the Trustees also considered the Adviser’s efforts to grow the Fund’s assets as economies of scale may be achieved due to the ability of the Fund to spread its fixed costs across a larger asset base.

Conclusion. After consideration of all the factors, taking into consideration the information presented at the in-person meetings and deliberating in executive session, the entire Board, including the Independent Trustees, unanimously approved the Agreements. The Board concluded that the advisory fee rate under the Agreements is reasonable in relation to the services provided and that execution of such agreement is in the best interests of the shareholders of the Fund. The Trustees also concluded that the advisory fees and total expense ratios are at acceptable levels in light of the quality of services provided to the Fund and in comparison to those of the Fund’s respective peer groups; that the advisory fee schedule would not be increased for the Fund and economies of scale may be achieved at higher asset levels for the Fund for the benefit of fund shareholders; that the total expense ratio had not changed materially; and that EIC had represented that the overall expenses for the Fund are not expected to be adversely affected by the Change of Control. The Trustees also noted that EIC had no present intention to alter any expense limitation or reimbursement currently in effect for the Fund. On that basis, the Trustees concluded that the total expense ratio and proposed advisory fee for the Fund is acceptable. In arriving

 

31


EIC VALUE FUND

Other Information

(Unaudited) (Concluded)

 

at their decision, the Trustees did not identify any single matter as controlling, but made their determination in light of all the circumstances.

 

32


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


 

 

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[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

Equity Investment Corporation

3007 Piedmont Road, NE

Suite 200

Atlanta, GA 30305

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

EIC-1016

LOGO

of

FundVantage Trust

Class A

Class C

Institutional Class

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

This report is submitted for the general information of the shareholders of the EIC Value Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the EIC Value Fund.

 


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016
     Six Months†   1 Year   3 Years   5 Years   Since
Inception*

Class I

       2.76 %       4.51 %       2.76 %       3.96 %       3.34 %
Barclays Intermediate Government/Credit Bond Index        1.06 %       3.20 %       2.44 %       2.30 %       2.75 %**

Barclays U.S. Aggregate Bond Index

       1.51 %       4.37 %       3.48 %       2.90 %       3.45 %**

 

Not Annualized.

 

*

The Estabrook Investment Grade Fixed Income Fund (the “Fund”) commenced operations on July 23, 2010.

 

**

Benchmark performance is from the inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-7443. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual Fund gross and net operating expense ratios are 1.41% and 0.70%, respectively, for Class I shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2016, and may differ from the actual expenses incurred by the Fund for the period covered by this report. Estabrook Capital Management LLC (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, any class-specific fees and expenses (such as Rule 12-b1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions, do not exceed 0.70% (on an annual basis) of the average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves an earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount.

A 1% redemption fee applies to shares redeemed within 90 days of purchase. This redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of the Barclays Intermediate Government/Credit Bond Index (“Barclays Int. Gov./Cr. Index”). The Fund uses the Barclays U.S. Aggregate Bond Index (“Barclays U.S. Aggregate Bond Index”) as a secondary index. The Barclays Int. Gov./Cr. Index is an unmanaged market index that tracks performance of intermediate term U.S. government and corporate bonds. The Barclays U.S. Aggregate Bond Index is an intermediate term, broad-based index comprised of most U.S traded investment grade bonds. Barclays

 

1


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Semi-Annual Report

Performance Data (Concluded)

October 31, 2016

(Unaudited)

U.S. Aggregate Bond Index covers the USD-denominated, investment-grade (rated Baa3 or above by Moody’s), fixed-rate, and taxable areas of the bond market. This is the broadest measure of the taxable U.S. bond market, including most Treasury, agency, corporate, mortgage-backed, asset-backed, and international dollar-denominated issues, all with maturities of 1 year or more. It is impossible to invest directly in an index.

The Fund is subject to the same risks as the underlying bonds in the portfolio such as credit, call and interest rate risk. As interest rates rise the value of bond prices will decline. The Fund may invest in high yield debt (also known as junk bonds) which may cause greater volatility and less liquidity. You may lose money by investing in the Fund.

 

2


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees; and (2) 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 the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of the accompanying table provides information about 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 accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

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

 

3


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     Estabrook Investment Grade Fixed Income Fund – Class I
     Beginning Account Value
May 1, 2016
   Ending Account Value
October 31, 2016
   Expenses Paid
During Period*

Actual

     $ 1,000.00        $ 1,027.60        $ 3.58  

Hypothetical (5% return before expenses)

       1,000.00          1,021.68          3.57  

 

 

*

Expenses are equal to the Fund’s annualized expense ratio for the six-month period ended October 31, 2016 of 0.70%, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184) then divided by 365 days to reflect the period. The Fund’s ending account value on the first line in the table is based on the actual six-month total return for the Fund of 2.76%.

 

4


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

Corporate Bonds and Notes

     77.1   $ 26,910,037   

U.S. Treasury Obligations

     15.4        5,361,618   

Other Assets in Excess of Liabilities

    

 

7.5

 

  

 

   

 

2,622,636

 

  

 

  

 

 

   

 

 

 

NET ASSETS

     100.0   $ 34,894,291   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

5


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

     Par
Value
     Value  

CORPORATE BONDS AND NOTES — 77.1%

  

Applications Software — 3.5%

  

Microsoft Corp.
1.100%, 08/08/2019

   $     500,000       $ 496,904   

Microsoft Corp.
Callable 05/08/2026 at
100
2.400%, 05/08/2026

     750,000         735,592   
     

 

 

 
              1,232,496   
     

 

 

 

Auto-Cars/Light Trucks — 8.7%

  

Ford Motor Credit Co., LLC
2.021%, 05/03/2019

     500,000         499,905   

Ford Motor Credit Co., LLC
3.336%, 03/18/2021

     500,000         514,125   

Ford Motor Credit Co., LLC
3.096%, 05/04/2023

     500,000         500,035   

General Motors Financial
Co., Inc.
2.350%, 10/04/2019

     500,000         499,471   

General Motors Financial
Co., Inc.
Callable 06/06/2021 at
100
3.200%, 07/06/2021

     500,000         504,764   

General Motors Financial
Co., Inc.
Callable 03/09/2023 at
100
3.700%, 05/09/2023

     500,000         506,540   
     

 

 

 
        3,024,840   
     

 

 

 

Beverages-Non-alcoholic — 1.4%

  

Coca-Cola Co. (The)
1.375%, 05/30/2019

     500,000         502,270   
     

 

 

 

Commercial Banks Non-US — 0.7%

  

Santander UK PLC
3.050%, 08/23/2018

     250,000         255,276   
     

 

 

 
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Commercial Banks-Eastern US — 1.2%

  

CIT Group, Inc.
5.000%, 08/01/2023

   $ 400,000       $     426,040   
     

 

 

 

Computers — 7.5%

  

Apple, Inc.
Callable 07/04/2021 at
100
1.550%, 08/04/2021

     500,000         494,620   

Apple, Inc.
Callable 05/04/2026 at
100
2.450%, 08/04/2026

     1,000,000         980,010   

Diamond 1 Finance Corp. /
Diamond 2 Finance Corp.
Callable 03/15/2026 at
100
6.020%, 06/15/2026 (a)

     500,000         545,028   

Diamond 1 Finance Corp. /
Diamond 2 Finance Corp.
Callable 01/15/2046 at
100
8.350%, 07/15/2046 (a)

     500,000         605,846   
     

 

 

 
              2,625,504   
     

 

 

 

Diversified Banking Institutions — 19.6%

  

Bank of America Corp.
6.875%, 11/15/2018

     250,000         275,286   

Barclays PLC
3.200%, 08/10/2021

     500,000         503,440   

Citigroup, Inc.
Callable 08/15/2020 at
100
5.950%,
12/29/2049 (b)(c)(d)

     1,500,000         1,538,438   
 

 

The accompanying notes are an integral part of the financial statements.

 

6


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Diversified Banking Institutions — (Continued)

  

Goldman Sachs Group, Inc.
(The)
Callable 10/28/2026 at
100
2.640%, 10/28/2027 (d)

   $ 1,000,000       $       1,001,850   

Goldman Sachs Group, Inc.
(The)
Callable 05/10/2020 at
100
5.375%, 12/29/2049 (b)(c)(d)

     500,000         502,500   

JPMorgan Chase & Co.
Callable 10/24/2022 at
100
2.112%, 10/24/2023 (d)

     500,000         498,032   

JPMorgan Chase & Co.
Callable 01/01/2026 at
100
3.300%, 04/01/2026

     500,000         509,418   

Morgan Stanley
Callable 10/24/2022 at
100
2.282%, 10/24/2023 (d)

     1,000,000         998,800   

Morgan Stanley
Callable 07/15/2020 at
100
5.550%, 12/29/2049 (b)(c)(d)

     500,000         511,875   

UBS AG
2.350%, 03/26/2020

     500,000         507,460   
     

 

 

 
        6,847,099   
     

 

 

 
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Diversified Financial Services — 1.5%

  

General Electric Capital
Corp.
Callable 12/09/2019 at
100
2.200%, 01/09/2020

   $     500,000       $ 507,294   
     

 

 

 

Electric-Integrated — 1.5%

     

Exelon Corp.
Callable 01/15/2026 at
100
3.400%, 04/15/2026

     500,000         516,294   
     

 

 

 

Electronic Components-Semiconductor — 1.5%

  

Intel Corp.
2.450%, 07/29/2020

     250,000         257,584   

Texas Instruments, Inc.
1.000%, 05/01/2018

     250,000         249,309   
     

 

 

 
        506,893   
     

 

 

 

Enterprise Software/Services — 1.5%

  

Oracle Corp.
1.460%, 01/15/2019 (d)

     500,000         504,130   
     

 

 

 

Finance-Auto Loans — 6.5%

  

Ally Financial, Inc.
3.250%, 11/05/2018

     750,000         750,000   

Ally Financial, Inc.
3.750%, 11/18/2019

     500,000         500,625   

Ally Financial, Inc.
4.250%, 04/15/2021

     500,000         505,000   

Ally Financial, Inc.
4.625%, 05/19/2022

     500,000         511,250   
     

 

 

 
              2,266,875   
     

 

 

 
 

The accompanying notes are an integral part of the financial statements.

 

7


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Finance-Consumer Loans — 1.4%

  

Synchrony Financial
Callable 05/04/2026 at
100
3.700%, 08/04/2026

   $     500,000       $           492,552   
     

 

 

 

Food-Retail — 1.4%

  

Kroger Co. (The) Callable
07/15/2026 at 100
2.650%, 10/15/2026

     500,000         485,001   
     

 

 

 

Hotels&Motels — 0.7%

  

Wyndham Worldwide Corp.
Callable 02/01/2017 at
100
2.950%, 03/01/2017

     250,000         251,084   
     

 

 

 

Life/Health Insurance — 2.1%

  

Lincoln National Corp.
Callable 11/28/2016 at
100
3.162%, 05/17/2066 (d)

     600,000         487,890   

Prudential Financial, Inc.
1.682%, 08/15/2018 (d)

     250,000         249,544   
     

 

 

 
        737,434   
     

 

 

 

Multi-line Insurance — 2.3%

  

Genworth Holdings, Inc.
Callable 11/28/2016 at
100
6.150%, 11/15/2066 (c)(d)

     475,000         226,812   

Metlife, Inc.
Callable 06/15/2020 at
100
5.250%, 12/29/2049 (b)(c)(d)

     250,000         254,688   
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Multi-line Insurance — (Continued)

  

Metlife, Inc.
Callable 08/01/2034 at
100
10.750%, 08/01/2069

   $     200,000       $           327,000   
     

 

 

 
        808,500   
     

 

 

 

Multimedia — 1.3%

  

Walt Disney Co. (The)
1.850%, 07/30/2026

     500,000         467,847   
     

 

 

 

Oil Comp-Integrated — 0.8%

  

Exxon Mobil Corp.
Callable 12/01/2025 at
100
3.043%, 03/01/2026

     250,000         258,505   
     

 

 

 

Pipelines — 2.1%

  

Enterprise Products
Operating LLC
Callable 01/15/2018 at
100
7.034%, 01/15/2068 (c)(d)

     235,000         248,101   

Phillips 66 Partners LP
Callable 07/01/2026 at
100
3.550%, 10/01/2026

     500,000         498,161   
     

 

 

 
        746,262   
     

 

 

 

Reinsurance — 1.2%

  

Berkshire Hathaway, Inc.
1.550%, 02/09/2018

     400,000         401,823   
     

 

 

 

REITS-Shopping Centers — 1.3%

  

DDR Corp.
7.500%, 04/01/2017

     200,000         204,882   
 

 

The accompanying notes are an integral part of the financial statements.

 

8


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

REITS-Shopping Centers — (Continued)

  

Kimco Realty
Corp.
Callable 03/01/2021 at 100
3.200%, 05/01/2021

   $     250,000       $ 258,885   
     

 

 

 
        463,767   
     

 

 

 

REITS-Warehouse/Industry — 1.5%

  

Prologis LP
Callable 11/01/2020 at 100
3.350%, 02/01/2021

     500,000         525,436   
     

 

 

 

Retail-Discount — 0.7%

  

Wal-Mart Stores, Inc.
1.125%, 04/11/2018

     250,000         250,204   
     

 

 

 

Super-Regional Banks-US — 2.9%

  

Wells Fargo & Co.
2.500%, 03/04/2021

     500,000         505,584   

Wells Fargo & Co.
Callable 10/31/2022 at 100
2.117%, 10/31/2023 (d)

     500,000         498,700   
     

 

 

 
              1,004,284   
     

 

 

 

Telephone-Integrated — 2.3%

  

AT&T, Inc.
Callable 01/01/2024 at 100
4.450%, 04/01/2024

     500,000         540,596   

AT&T, Inc.
Callable 11/17/2025 at 100
4.125%, 02/17/2026

     250,000         261,731   
     

 

 

 
        802,327   
     

 

 

 

TOTAL CORPORATE BONDS AND
NOTES (Cost $26,841,573)

   

     26,910,037   
     

 

 

 
     Par
Value
     Value  

U.S. TREASURY OBLIGATIONS — 15.4%

  

Sovereign — 15.4%

  

1.000%, 05/31/2018

     1,400,000       $ 1,403,882   

1.500%, 08/15/2026

     750,000         727,617   

1.625%, 02/15/2026

     2,000,000         1,966,876   

2.000%, 07/31/2022

     750,000         771,358   

2.125%, 06/30/2022

     475,000         491,885   
     

 

 

 
              5,361,618   
     

 

 

 

TOTAL U.S. TREASURY
OBLIGATIONS (Cost
$5,336,854)

    

     5,361,618   
     

 

 

 

TOTAL INVESTMENTS - 92.5%
(Cost $32,178,427)

   

     32,271,655   

OTHER ASSETS IN EXCESS
OF LIABILITIES - 7.5%

   

     2,622,636   
     

 

 

 

NET ASSETS - 100.0%

      $ 34,894,291   
     

 

 

 

 

(a)  Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At October 31, 2016, these securities amounted to $1,150,874 or 3.3% of net assets. These securities have been determined by the Adviser to be liquid securities.
(b)  Security is a perpetual bond and has no definite maturity date.
(c)  Fix-to Float Security. Rate shown is as of October 31, 2016.
(d)  Variable or Floating Rate Security. Rate shown is as of October 31, 2016.

REIT   Real Estate Investment Trust

PLC    Public Limited Company

 

 

The accompanying notes are an integral part of the financial statements.

 

9


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

Please note that securities are classified according to the Bloomberg Sub-Industry Categories. The Fund’s investment adviser has selected this classification system because they believe that it best reflects the industry and risks associated with each position.

The accompanying notes are an integral part of the financial statements.

 

10


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $32,178,427)

   $ 32,271,655   

Cash

     1,899,123   

Receivable for investments sold

     500,000   

Dividends and interest receivable

     261,193   

Receivable from Investment Adviser

     4,762   

Prepaid expenses and other assets

     34,310   
  

 

 

 

Total assets

     34,971,043   
  

 

 

 

Liabilities

  

Payable for administration and accounting fees

     17,853   

Payable for capital shares redeemed

     14,163   

Payable for audit fees

     12,322   

Payable for transfer agent fees

     10,988   

Payable for printing fees

     8,937   

Payable for legal fees

     6,316   

Payable for custodian fees

     2,214   

Accrued expenses

     3,959   
  

 

 

 

Total liabilities

     76,752   
  

 

 

 

Net Assets

   $ 34,894,291   
  

 

 

 

Net Assets Consisted of:

  

Capital stock, $0.01 par value

   $ 33,927   

Paid-in capital

     34,475,934   

Accumulated net investment loss

     (8,409

Accumulated net realized gain from investments

     299,611   

Net unrealized appreciation on investments

     93,228   
  

 

 

 

Net Assets

   $ 34,894,291   
  

 

 

 

Class I:

  

Shares outstanding

     3,392,665   
  

 

 

 

Net asset value, offering and redemption price per share ($34,894,291 / 3,392,665 shares)

   $ 10.29   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

11


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Interest

     504,705   
  

 

 

 

Total investment income

     504,705   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     111,163   

Administration and accounting fees (Note 2)

     34,199   

Transfer agent fees (Note 2)

     21,908   

Legal fees

     17,122   

Audit fees

     14,049   

Trustees’ and officers’ fees (Note 2)

     12,348   

Printing and shareholder reporting fees

     10,296   

Registration and filing fees

     7,438   

Custodian fees (Note 2)

     6,563   

Other expenses

     12,371   
  

 

 

 

Total expenses before waivers and reimbursements

     247,457   
  

 

 

 

Less: waivers and reimbursements (Note 2)

     (127,691
  

 

 

 

Net expenses after waivers and reimbursements

     119,766   
  

 

 

 

Net investment income

     384,939   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

  

Net realized gain from investments

     216,612   

Net change in unrealized appreciation/(depreciation) on investments

     306,533   
  

 

 

 

Net realized and unrealized gain on investments

     523,145   
  

 

 

 

Net increase in net assets resulting from operations

   $ 908,084   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

12


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Statements of Changes in Net Assets

 

     For the
Six Months Ended
October 31, 2016
(Unaudited)
  For the
Year Ended
April 30, 2016

Increase/(Decrease) in Net Assets From Operations:

        

Net investment income

     $ 384,939       $ 780,258  

Net realized gain from investments

       216,612         153,798  

Net change in unrealized appreciation/(depreciation) on investments

       306,533         (512,074 )
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       908,084         421,982  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Class I

       (391,224 )       (774,451 )

Net realized capital gains:

        

Class I

               (103,595 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

       (391,224 )       (878,046 )
    

 

 

     

 

 

 

Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 4)

       1,153,322         (65,978 )
    

 

 

     

 

 

 

Total increase/(decrease) in net assets

       1,670,182         (522,042 )
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       33,224,109         33,746,151  
    

 

 

     

 

 

 

End of period

     $ 34,894,291       $ 33,224,109  
    

 

 

     

 

 

 

Accumulated net investment loss, end of period

     $ (8,409 )     $ (2,124 )
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

13


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I  
     For the
Six Months
Ended
October 31,
2016
(Unaudited)
    For the
Year
Ended
April 30,
2016
    For the
Year
Ended
April 30,
2015
    For the
Year
Ended
April 30,
2014
    For the
Year
Ended
April 30,
2013
    For the
Year
Ended
April 30,
2012
 

Per Share Operating Performance

            

Net asset value, beginning of period

   $ 10.13      $ 10.26      $ 10.37      $ 10.66      $ 10.09      $ 10.06   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(1)

     0.12        0.24        0.24        0.26        0.32        0.32   

Net realized and unrealized gain/(loss) on investments

     0.16        (0.10     (0.05     (0.23     0.57        0.03   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

     0.28        0.14        0.19        0.03        0.89        0.35   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

            

Net investment income

     (0.12     (0.24     (0.24     (0.26     (0.32     (0.32

Net realized capital gains

            (0.03     (0.06     (0.06              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

     (0.12     (0.27     (0.30     (0.32     (0.32     (0.32
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 10.29      $ 10.13      $ 10.26      $ 10.37      $ 10.66      $ 10.09   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(2)

     2.76     1.39     1.85     0.38     8.99     3.52

Ratio/Supplemental Data

            

Net assets, end of period (in thousands)

   $ 34,894      $ 33,224      $ 33,746      $ 33,995      $ 31,737      $ 17,464   

Ratio of expenses to average net assets

     0.70 %(3)      0.70     0.70     0.70     0.70     0.70

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

     1.45 %(3)      1.41     1.34     1.41     1.69     2.49

Ratio of net investment income to average net assets

     2.25 %(3)      2.36     2.28     2.50     3.07     3.18

Portfolio turnover rate

     52.08 %(5)      112.74     89.75     132.74     94.83     50.01

 

(1)  The selected per share data was calculated using the average shares outstanding method for the year.
(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any.
(3)  Annualized.
(4)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(5) 

Not annualized.

The accompanying notes are an integral part of the financial statements.

 

14


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

Estabrook Investment Grade Fixed Income Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on July 23, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A, Class C, Class I and Class R Shares. As of October 31, 2016, Class A, Class C and Class R Shares had not been issued.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m., Eastern time) on each day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers National Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on the NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and asked prices for such security in the over-the-counter market. Fixed income and preferred securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Due to continued volatility in the current market, valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses).

 

15


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

•  Level 1 —

 

quoted prices in active markets for identical securities;

•  Level 2 —

 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•  Level 3 —

 

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The fair value of the Fund’s bonds is generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:

 

     Total
Value at
10/31/16
     Level 1
Quoted

Price
     Level 2 Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Corporate Bonds and Notes

   $     26,910,037       $       $ 26,910,037       $   

U.S. Treasury Obligations

     5,361,618                 5,361,618           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 32,271,655       $                 —       $     32,271,655       $                 —   
  

 

 

    

 

 

    

 

 

    

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

 

16


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes.Realized gains and losses on investments sold are recorded on the identified cost basis. Gains and losses on principal paydowns from mortgage backed securities are recorded as interest income on the Statement of Operations. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to such fund.

 

17


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

Dividends and Distributions to Shareholders — Dividends from net investment income are declared and paid monthly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Related Parties and Other Service Providers

Estabrook Capital Management LLC (“Estabrook” or the “Adviser”) serves as the investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.65% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions, do not exceed 0.70% (on an annual basis) of the average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of the Trust approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. At October 31, 2016,

 

18


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

the amount of potential recovery by the Adviser was as follows:

 

    Expiration    

April 30, 2017

  April 30, 2018   April 30, 2019   April 30, 2020

$223,993

  $217,797   $234,709   $127,691

For the six months ended October 31, 2016, the Adviser earned advisory fees of $111,163 and waived and reimbursed fees of $127,691.

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund pursuant to an underwriting agreement between the Trust and the Underwriter.

Trustees and Officers

The Trust is governed by its board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $5,091. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

 

19


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 16,009,827       $ 15,285,240   

U.S. Government Securities

     731,719         2,395,566   

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the
Six Months Ended
October 31, 2016
(Unaudited)
    For the
Year Ended
April 30, 2016
 
     Shares     Amount     Shares     Amount  

Class I

        

Sales

     108,283      $ 1,117,483        10,520      $ 106,679   

Reinvestments

     38,095        391,206        86,730        873,763   

Redemptions

     (34,699     (355,367     (104,216     (1,046,420
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase.

     111,679      $ 1,153,322        (6,966   $ (65,978
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* There is a 1.00% redemption fee that may be charged on shares redeemed which have been held for 90 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in-capital.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

 

20


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $777,570 of ordinary income dividends and $103,595 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains were treated as ordinary income for federal income tax purposes.

As of April 30, 2016, components of distributable earnings on a tax basis were as follows:

 Capital Loss

Carryforward

  Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Depreciation
  Other Temporary
Differences

  $ —

  $2,883    $82,999    $(221,431)   $3,119

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

            

Federal tax cost*

   $ 32,178,427     
  

 

 

   

Gross unrealized appreciation

   $ 505,428     

Gross unrealized depreciation

     (412,200  
  

 

 

   

Net unrealized depreciation

   $ 93,228     
  

 

 

   

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016 the Fund had no capital loss deferrals.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016 the Fund did not have any capital loss carryforwards.

 

21


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

6. Debt Investment Risk

Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

7. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

22


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 447-7443 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Investment Advisory Agreement

At a meeting held on June 20, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the proposed continuation of the investment advisory agreement between Estabrook Capital Management, LLC (“Estabrook” or the “Advisor”) and the Trust (the “Agreement”) on behalf of the Estabrook Investment Grade Fixed Income Fund (the “Estabrook Fund”). At the Meeting, the Board considered the continuation of the Estabrook Agreement with respect to the Estabrook Fund for an additional one year period.

In determining whether to approve the Estabrook Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the Estabrook Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Estabrook Fund, (iv) investment performance, (v) the capitalization and financial condition of Estabrook, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Estabrook Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Estabrook’s ability to service the Estabrook Fund, (x) compliance with the Estabrook Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as

 

23


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Other Information (Continued)

(Unaudited)

provided at the Board meetings throughout the year covering matters such as the relative performance of the Estabrook Fund; compliance with the investment objectives, policies, strategies and limitations for the Estabrook Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.

Representatives from Estabrook attended the Meeting both in person and via teleconference. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Estabrook Agreement and answered questions from the Board.

Performance. The Trustees considered the investment performance for the Estabrook Fund and Estabrook. The Trustees reviewed the historical performance charts for the Estabrook Fund, the Barclays Intermediate U.S. Government/Credit Treasury Index and the Lipper Core Bond Fund Index, respectively, for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016. The Trustees noted that the Estabrook Fund underperformed the Barclays Intermediate U.S. Government/Credit Treasury Index and the Lipper Core Bond Fund Index for the year-to-date, one year, two year and three year periods ended March 31, 2016. It was further noted that the Estabrook Fund had outperformed the Barclays Intermediate U.S. Government/Credit Treasury Index for the five year and since inception periods as of March 31, 2016 and underperformed the Lipper Core Bond Fund Index for the five year and since inception periods ended March 31, 2016. The Trustees concluded that, although the Estabrook Fund had underperformed the Barclays Intermediate U.S. Government/Credit Treasury Index and the Lipper Core Bond Fund Index during certain time periods, the performance of the Estabrook Fixed Income Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

Fees. The Trustees also noted that Estabrook had provided information regarding their advisory fees and an analysis of these fees in relation to the delivery of services to the Estabrook Fund and any other ancillary benefit resulting from Estabrook’s relationship with the Estabrook Fund. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Estabrook Fund versus other similarly managed funds with $250 million or less in assets. The Trustees noted that the Estabrook Fund’s net expense ratio and gross advisory fee were higher than the median of the net expense ratio and gross advisory fee of the universe of funds in the Lipper Core Bond Fund Index. They further noted that the Estabrook Fund’s net advisory fee was lower than the median of the net advisory fee of the universe of funds in the Lipper Core Bond Fund Index. The Trustees concluded that the advisory fee and services provided by Estabrook are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Estabrook Fund based on the information provided at the Meeting.

Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of Estabrook, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by Estabrook, the Board took into account its familiarity with Estabrook’s

 

24


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Other Information (Concluded)

(Unaudited)

senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account Estabrook’s compliance policies and procedures and reports on Estabrook’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Estabrook Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Estabrook Fund by Estabrook and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Estabrook Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Estabrook Fund is likely to benefit from the continued receipt of those services. They also concluded that Estabrook has sufficient personnel, with the appropriate education and experience, to serve Fund effectively and had demonstrated their ability to attract and retain qualified personnel.

Costs. The Trustees reviewed materials regarding the costs of the services provided by Estabrook, the compensation and benefits received by Estabrook in providing services to the Estabrook Fund, as well as Estabrook’s profitability. The Trustees were provided with Estabrook’s balance sheet and income statement as of December 31, 2015. It was noted that Estabrook’s level of profitability is an important factor to consider, and the Trustees should be satisfied that Estabrook’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Estabrook Fund specifically. The Trustees noted that Estabrook was currently waiving the entire advisory fee from the Estabrook Fund and was also contractually obligated to reimburse expenses. The Trustees noted that the fees charged by Estabrook were reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other advisers for managing comparable mutual funds with similar strategies. The Trustees also concluded that the overall expense ratios of the Estabrook Funds were reasonable, taking into account projected growth and size of the Estabrook Fund and the quality of services provided by Estabrook.

Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Estabrook Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Estabrook Fund for the benefit of fund shareholders, but that the advisory fee did not currently include breakpoint reductions as asset levels increased.

At the Meeting, the Trustees unanimously approved the continuation of the Estabrook Agreement for an additional one year period. In approving the continuation of the Estabrook Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Estabrook. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Estabrook Agreement would be in the best interests of the Estabrook Fund and its shareholders.

 

25


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

Estabrook Capital Management LLC

900 Third Avenue, 10th Floor

New York, NY 10022

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

EST-1016

LOGO

ESTABROOK INVESTMENT GRADE FIXED INCOME

FUND

of

FundVantage Trust

Class I

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

This report is submitted for the general information of the shareholders of the Estabrook Investment Grade Fixed Income Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Estabrook Investment Grade Fixed Income Fund.

 


LOGO

 

INSIGHT INVESTMENT GRADE BOND FUND

of

FundVantage Trust

Institutional Class

SEMI-ANNUAL REPORT

October 31, 2016

(Unaudited)

This report is submitted for the general information of the shareholders of the Insight Investment Grade Bond Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Insight Investment Grade Bond Fund.

 

LOGO


INSIGHT INVESTMENT GRADE BOND FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016                        
    

Six Months†

 

1 Year

 

3 Year

 

5 Year

 

Since Inception*

Institutional Class

       2.89 %       5.69 %       4.29 %       4.28 %       4.21 %

Barclays U.S. Aggregate Bond Index

       1.51 %       4.37 %       3.48 %       2.90 %       3.53 %**

 

Not Annualized.

 

*

The Insight Investment Grade Bond Fund (the “Fund”) commenced operations on December 2, 2010.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 678-6242.

As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” for Institutional Class shares of the Fund is 1.29% of the Fund’s average daily net assets, These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Cutwater Investor Services Corp. (d/b/a Insight Investment and referred to herein as the “Adviser”) has voluntarily agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.85% (on an annual basis) of the Fund’s average daily net assets (the “Voluntary Waiver”). This is not reflected in the table above. Such Voluntary Waiver will continue until the Adviser notifies the Fund of a change in the amount of its Voluntary Waiver or its discontinuation. This Voluntary Waiver may be discontinued at any time at the discretion of the Adviser. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.

A 1.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of the Barclays U.S. Aggregate Bond Index. The Barclays U.S. Aggregate Bond Index is an unmanaged index which represents the U.S. investment grade bond market. References to an index over a specific period are provided for your information only and should not be considered indicative of an investment in the Insight Investment Grade Bond Fund. Note that an index is unmanaged and the information contained herein does not reflect any investment management fees or transaction costs. It is impossible to invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. The Fund is subject to the risks of the fixed-income securities in its portfolio such as credit, prepayment and interest rate risk. As interest rates rise, the value of bond prices will decline and an investor may lose money.

 

2


INSIGHT INVESTMENT GRADE BOND FUND

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees; and (2) 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 the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six month period from May 1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of the accompanying table provides information about 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 accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

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

 

    Insight Investment Grade Bond Fund
   

 

Beginning Account Value

  Ending Account Value   Expenses Paid
    May 1, 2016   October 31, 2016   During Period*

Institutional Class

           

Actual

      $1,000.00         $1,028.90         $4.35  

Hypothetical (5% return before expenses)

      1,000.00         1,020.92         4.33  

 

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 0.85% for the Institutional Class of the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account value on the first line in the table is based on the actual six-month total returns for the Fund of 2.89%.

 

3


INSIGHT INVESTMENT GRADE BOND FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

     % of Net
Assets
  Value
        

 

 

 

Corporate Bonds and Notes

       50.2 %     $ 20,420,008  

Registered Investment Company

       15.0         6,091,812  

U.S. Treasury Obligations

       13.3         5,397,037  

Asset Backed Securities

       12.6         5,137,036  

Residential Mortgage-Backed Securities

       11.9         4,820,818  

Commercial Mortgage-Backed Securities

       6.0         2,449,328  

Preferred Stock

       1.4         554,288  

Municipal Bonds

       1.0         418,273  

Liabilities in Excess of Other Assets

       (11.4 )       (4,622,572 )
    

 

 

     

 

 

 

NET ASSETS

       100.0 %     $   40,666,028  
    

 

 

     

 

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

4


INSIGHT INVESTMENT GRADE BOND FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

    Moody’s/              
        Standard &             Principal            
    Poor’s     Amount        
    Rating(a)     (000’s)     Value  

CORPORATE BONDS AND NOTES — 50.2%

     

Agriculture — 0.5%

     

Reynolds American, Inc., Co. Gty., 4.45%, 06/12/25 (b)

    Baa3/BBB      $ 180        $       197,585   
     

 

 

 

Airlines — 1.7%

     

American Airlines 2013-2 Class B Pass Through Trust, 5.60%, 01/15/22 (c)

    NR/BBB-        335          350,650   

British Airways 2013-1 Class B Pass Through Trust, 5.625%, 12/20/21 144A(c)

    A3/BBB        158          165,579   

United Airlines 2016-1 Class AA Pass Through Trust, 3.10%, 01/07/30

    Aa3/NR        172          176,390   
     

 

 

 
        692,619   
     

 

 

 

Beverages — 1.1%

     

Anheuser-Busch InBev Finance, Inc., Co. Gty., 3.70%, 02/01/24

    A3/A-        145          155,237   

Anheuser-Busch InBev Finance, Inc., Co. Gty., 4.70%, 02/01/36 (b)

    A3/A-        115          127,482   

Anheuser-Busch InBev Finance, Inc., Co. Gty., 4.90%, 02/01/46 (b)

    A3/A-        138          157,808   
     

 

 

 
        440,527   
     

 

 

 

Chemicals — 1.0%

     

Axalta Coating Systems, LLC, Co. Gty., 4.875%, 08/15/24 144A(b)

    B1/B+        215          218,225   

Solvay Finance America, LLC, Co. Gty., 3.40%, 12/03/20 144A(b)

    Baa2/BBB-        200          208,193   
     

 

 

 
        426,418   
     

 

 

 

Commercial Services — 0.4%

     

President and Fellows of Harvard College, Unsec. Notes, 3.15%, 07/15/46 (b)

    Aaa/AAA        156          152,134   
     

 

 

 

Diversified Financial Services — 17.3%

     

Bank of America Corp., Sr. Unsec. Notes, 5.75%, 12/01/17

    Baa1/BBB+        210          219,416   

Bank of America Corp., Sr. Unsec. Notes, 5.875%, 01/05/21

    Baa1/BBB+        320          363,760   

Bank of America Corp., Sub. Notes, 4.45%, 03/03/26

    Baa3/BBB        118          125,961   

Bear Stearns Cos., LLC (The), Sr. Unsec. Notes, 6.40%, 10/02/17

    A3/A-        267          279,071   

Citigroup, Inc., Sr. Unsec. Notes, 2.255%, 09/01/23 (b)(d)

    Baa1/BBB+        425          426,509   

Citigroup, Inc., Sub. Notes, 4.60%, 03/09/26

    Baa3/BBB        365          389,525   

Citigroup, Inc., Sub. Notes, 5.30%, 05/06/44

    Baa3/BBB        225          248,172   

GE Capital International Funding Co., Co. Gty., 2.342%, 11/15/20

    A1/AA-        215          219,290   

General Electric Capital Corp., Sub. Notes, 5.30%, 02/11/21

    A2/A+        75          85,186   

General Electric Co., Jr. Sub. Notes, 5.00%, 01/21/21 (b)(d)(e)

    A3/A        437          462,958   

Goldman Sachs Group, Inc. (The), Sr. Unsec. Notes, 2.375%, 01/22/18

    A3/BBB+        91          91,839   

Goldman Sachs Group, Inc. (The), Sr. Unsec. Notes, 2.64%, 10/28/27 (b)(d)

    A3/BBB+        250          250,462   

HSBC Capital Funding LP/Jersey Channel Islands, Ltd., Co. Gty., 10.176%, 12/29/49 144A(b)(d)(e)

    Baa1/BBB-        325          490,750   

ING Bank NV, Sub. Notes, 4.125%, 11/21/23 (b)(d)

    Baa2/BBB+        350          357,438   

Intesa Sanpaolo SpA., Co. Gty, 3.875%, 01/15/19

    Baa1/BBB-        200          205,770   

Intesa Sanpaolo SpA., Sub. Notes, 5.71%, 01/15/26 144A.

    Ba1/BB        225          214,267   

JPMorgan Chase & Co., Jr. Sub. Notes, 7.90%, 12/29/49 (b)(d)(e)

    Baa3/BBB-        387          398,900   

JPMorgan Chase & Co., Sr. Unsec. Notes, 2.70%, 05/18/23 (b)

    A3/A-        260          260,775   

Liberty Property LP, Sr. Unsec. Notes, REIT, 3.25%, 10/01/26 (b)

    Baa1/BBB        310          307,797   

Morgan Stanley, Sr. Unsec. Notes, 5.50%, 07/24/20.

    A3/BBB+        425          473,205   

Morgan Stanley, Sr. Unsec. Notes, 4.30%, 01/27/45.

    A3/BBB+        40          41,888   

Nasdaq Inc., Sr. Unsec. Notes, 3.85%, 06/30/26 (b)

    Baa3/BBB        238          245,327   

Santander UK Group Holdings PLC, Sr. Unsec. Notes, 2.875%, 10/16/20

    Baa1/BBB        130          130,529   

The accompanying notes are an integral part of the financial statements.

 

5


INSIGHT INVESTMENT GRADE BOND FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Moody’s/              
        Standard &             Principal            
    Poor’s     Amount        
    Rating(a)     (000’s)     Value  

CORPORATE BONDS AND NOTES — (Continued)

     

Diversified Financial Services — (Continued)

     

Synchrony Financial, Sr. Unsec. Notes, 2.60%, 01/15/19 (b)

    NR/BBB-      $ 164        $ 165,956   

Toronto-Dominion Bank (The), Sr. Unsec. Notes, 2.125%, 04/07/21

    Aa1/AA-        400          402,795   

Toronto-Dominion Bank (The), Sub. Notes, 3.625%, 09/15/31 (b)(d)

    A2/A-        124          123,864   

Trinity Acquisition PLC, Co. Gty., 4.40%, 03/15/26 (b)

    Baa3/BBB        43          44,869   
     

 

 

 
            7,026,279   
     

 

 

 

Energy — 2.3%

     

BG Energy Capital PLC, Co. Gty., 6.50%, 11/30/72 (b)(d)

    WR/BBB+        300          312,190   

CITGO Petroleum Corp., Sr. Sec. Notes, 6.25%, 08/15/22 144A(b)

    B3/B+        189          193,252   

Consumers Energy Co., 3.25%, 08/15/46 (b)

    A1/A        111          106,024   

Diamondback Energy, Inc., Co. Gty., 4.75%, 11/01/24 144A(b)

    B2/BB-        31          31,000   

Sunoco LP/Sunoco Finance Corp., Co. Gty., 6.25%, 04/15/21 (b)

    Ba3/BB-        154          157,850   

Williams Partners LP, Sr. Unsec. Notes, 4.30%, 03/04/24 (b)

    Baa3/BBB-        80          82,139   

Williams Partners LP, Sr. Unsec. Notes, 4.00%, 09/15/25 (b)

    Baa3/BBB-        35          35,047   
     

 

 

 
        917,502   
     

 

 

 

Food — 1.7%

     

JBS USA LLC/JBS USA Finance, Inc., Sr. Unsec. Notes, 5.75%, 06/15/25 144A(b)

    Ba2/BB+        105          102,900   

Kraft Heinz Foods Co., Co. Gty., 5.20%, 07/15/45 (b)

    Baa3/BBB-        45          50,451   

McDonald’s Corp., Sr. Unsec. Notes, 3.70%, 01/30/26 (b)

    Baa1/BBB+        26          27,517   

Mondelez International Holdings Netherlands BV, Co. Gty., 2.00%, 10/28/21 144A(b)

    A3/BBB        346          342,568   

Sysco Corp., Co. Gty., 2.60%, 10/01/20 (b)

    A3/BBB+        175          179,198   
     

 

 

 
        702,634   
     

 

 

 

Healthcare — 0.8%

     

Actavis Funding SCS, Co. Gty., 4.75%, 03/15/45 (b)

    Baa3/BBB        30          31,468   

MEDNAX, Inc., Co. Gty., 5.25%, 12/01/23 144A(b)

    Ba2/BBB-        42          43,890   

Medtronic, Inc., Co. Gty., 4.625%, 03/15/45

    A3/A        140          158,391   

Teva Pharmaceutical Finance Netherlands III BV, Co. Gty, 3.15%, 10/01/26

    Baa2/BBB        68          66,133   

Teva Pharmaceutical Finance Netherlands III BV, Co. Gty, 4.10%, 10/01/46

    Baa2/BBB        33          30,634   
     

 

 

 
        330,516   
     

 

 

 

Household & Personal Products — 0.6%

     

Newell Brands, Inc., Sr. Unsec. Notes, 4.20%, 04/01/26 (b)

    Baa3/BBB-        107          115,615   

Newell Brands, Inc., Sr. Unsec. Notes, 5.50%, 04/01/46 (b)

    Baa3/BBB-        113          133,149   
     

 

 

 
        248,764   
     

 

 

 

Industrial — 3.7%

     

Case New Holland Industrial, Inc., Co. Gty., 7.875%, 12/01/17

    Ba1/BB+        78          82,582   

CNH Industrial Capital, LLC, Co. Gty., 3.875%, 07/16/18

    Ba1/BB        90          90,788   

ERAC USA Finance LLC, Co. Gty., 4.50%, 02/15/45 144A(b)

    Baa1/BBB+        215          220,190   

ERAC USA Finance, LLC, Co. Gty., 3.80%, 11/01/25 144A(b)

    Baa1/BBB+        200          212,004   

Heathrow Funding Ltd., Sr. Sec. Notes, 4.875%, 07/15/23 144A

    NR/A-        100          107,625   

Norfolk Southern Corp., Sr. Unsec. Notes, 4.65%, 01/15/46 (b)

    Baa1/BBB+        200          223,194   

Penske Truck Leasing Co. LP/PTL Finance Corp., Sr. Unsec. Notes, 3.375%, 02/01/22 144A(b)

    Baa2/BBB-        201          207,751   

The accompanying notes are an integral part of the financial statements.

 

6


INSIGHT INVESTMENT GRADE BOND FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Moody’s/              
        Standard &             Principal            
    Poor’s     Amount        
    Rating(a)     (000’s)     Value  

CORPORATE BONDS AND NOTES — (Continued)

     

Industrial — (Continued)

     

Penske Truck Leasing Co. LP/PTL Finance Corp., Sr. Unsec. Notes, 3.40%, 11/15/26 144A(b)

    Baa2/BBB-      $ 141        $ 140,842   

Sydney Airport Finance Co. Pty Ltd., Sr. Sec. Notes, 3.375%, 04/30/25 144A(b)

    Baa2/BBB        70          70,831   

United Technologies Corp., Sr. Unsec. Notes, 1.50%, 11/01/19

    A3/A-        139          139,085   
     

 

 

 
            1,494,892   
     

 

 

 

Insurance — 4.9%

     

Allstate Corp. (The), Jr. Sub. Notes, 6.50%, 05/15/57 (b)(d)

    Baa1/BBB        325          381,875   

American Financial Group, Inc., Sr. Unsec. Notes, 9.875%, 06/15/19

    Baa1/BBB+        130          155,566   

American International Group, Inc., Jr. Sub. Notes, 8.175%, 05/15/58 (b)(d)

    Baa2/BBB        325          435,304   

Liberty Mutual Group, Inc., Co. Gty., 7.00%, 03/15/37 144A(b)(d)

    Baa3/BB+        208          180,960   

Prudential Financial, Inc., Jr. Sub. Notes, 5.20%, 03/15/44 (b)(d)

    Baa2/BBB+        400          409,000   

SAFG Retirement Services, Inc., Sr. Unsec. Notes, 8.125%, 04/28/23

    Baa1/A-        145          180,628   

Travelers Cos., Inc. (The), Jr. Sub. Notes, 6.25%, 03/15/37 (b)(d)

    A3/NR        244          242,780   
     

 

 

 
        1,986,113   
     

 

 

 

Media — 2.8%

     

CCO Holdings LLC / CCO Holdings Capital Corp., Sr. Unsec. Notes, 5.75%, 02/15/26 144A(b)

    B1/BB+        94          97,936   

Charter Communications Operating, LLC / Charter Communications Operating Capital, Sr. Sec. Notes, 4.464%, 07/23/22 144A(b)

    Ba1/BBB        220          234,339   

Discovery Communications, LLC, Co. Gty., 4.90%, 03/11/26 (b)

    Baa3/BBB-        120          130,444   

Numericable-SFR SAS, Sr. Sec. Notes, 6.25%, 05/15/24 144A(b)

    B1/B+        250          249,842   

VTR Finance BV, Sr. Sec. Notes, 6.875%, 01/15/24 144A(b)

    B1/B+        425          444,656   
     

 

 

 
        1,157,217   
     

 

 

 

Mining — 1.6%

     

BHP Billiton Finance USA Ltd., Co. Gty., 6.75%, 10/19/75 144A(b)(d)

    Baa2/BBB+        200          226,500   

Teck Resources Ltd., Co. Gty., 5.20%, 03/01/42 (b)

    B3/B+        296          267,140   

Vale Overseas Ltd., Co. Gty., 6.25%, 08/10/26

    Ba3/BBB-        150          160,875   
     

 

 

 
        654,515   
     

 

 

 

Pipe Lines Ex Natural Gas — 2.5%

     

Columbia Pipeline Group, Inc., Co. Gty, 4.50%, 06/01/25 (b)

    Baa2/A-        70          75,637   

Enterprise Products Operating LLC, Co. Gty., 7.034%, 01/15/68 (b)(d)

    Baa2/BBB-        211          222,763   

IFM US Colonial Pipeline 2 LLC, Sr. Sec. Notes, 6.45%, 05/01/21 144A(b)

    NR/BB        175          197,416   

Kinder Morgan Energy Partners LP, Co. Gty., 9.00%, 02/01/19

    Baa3/BBB-        130          148,644   

Regency Energy Partners LP/Regency Energy Finance Corp., Co. Gty., 6.50%, 07/15/21 (b)

    Baa3/BBB-        370          382,898   
     

 

 

 
        1,027,358   
     

 

 

 

Telecommunications — 4.6%

     

AT&T, Inc., Sr. Unsec. Notes, 4.50%, 05/15/35 (b)

    Baa1/BBB+        300          297,807   

AT&T, Inc., Sr. Unsec. Notes, 4.75%, 05/15/46 (b)

    Baa1/BBB+        70          68,500   

Bharti Airtel International Netherlands BV, Co. Gty., 5.35%, 05/20/24 144A

    Baa3/BBB-        360          391,033   

Frontier Communications Corp., Sr. Unsec. Notes, 8.50%, 04/15/20

    Ba3/BB-        325          346,938   

Frontier Communications Corp., Sr. Unsec. Notes, 11.00%, 09/15/25 (b)

    Ba3/BB-        22          22,526   

The accompanying notes are an integral part of the financial statements.

 

7


INSIGHT INVESTMENT GRADE BOND FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Moody’s/              
        Standard &             Principal            
    Poor’s     Amount        
    Rating(a)     (000’s)     Value  

CORPORATE BONDS AND NOTES — (Continued)

     

Telecommunications — (Continued)

     

Microsoft Corp., Sr. Unsec. Notes, 2.40%, 08/08/26 (b)

    Aaa/AAA      $ 214        $ 209,889   

Microsoft Corp., Sr. Unsec. Notes, 3.95%, 08/08/56 (b)

    Aaa/AAA        203          198,158   

T-Mobile USA, Inc., Co. Gty., 6.00%, 04/15/24 (b)

    Ba3/BB        19          20,211   

Verizon Communications, Inc., Sr. Unsec. Notes, 2.606%, 09/14/18 (d)

    Baa1/BBB+        195          200,226   

Verizon Communications, Inc., Sr. Unsec. Notes, 5.012%, 08/21/54

    Baa1/BBB+        60          61,867   

Verizon Communications, Inc., Sr. Unsec. Notes, 4.672%, 03/15/55

    Baa1/BBB+        72          70,190   
     

 

 

 
            1,887,345   
     

 

 

 

Utilities — 2.7%

     

Black Hills Corp., Sr. Unsec. Notes, 4.25%, 11/30/23 (b)

    Baa1/BBB        100          107,700   

Black Hills Corp., Sr. Unsec. Notes, 3.95%, 01/15/26 (b)

    Baa1/BBB        193          204,899   

Duquesne Light Holdings, Inc., Sr. Unsec. Notes, 6.40%, 09/15/20 144A

    Baa3/BBB-        163          186,126   

Electricite de France SA, Jr. Sub. Notes, 5.25%, 12/29/49 144A(b)(d)(e)

    Baa3/BB        208          205,920   

Exelon Corp., Sr. Unsec. Notes, 3.40%, 04/15/26 (b)

    Baa2/BBB-        91          93,965   

Southern Co. Gas Capital Corp., Co. Gty., 3.95%, 10/01/46 (b)

    Baa1/A-        98          97,159   

Southern Power Co., Sr. Unsec. Notes, 5.25%, 07/15/43

    Baa1/BBB+        170          181,821   
     

 

 

 
        1,077,590   
     

 

 

 

TOTAL CORPORATE BONDS AND NOTES (Cost $19,694,658)

        20,420,008   
     

 

 

 

ASSET BACKED SECURITIES — 12.6%

     

AmeriCredit Automobile Receivables Trust, Series 2015-4, Class A3, 1.70%,
07/08/20 (b)

    NR/AAA        175          175,661   

BCC Funding XIII, LLC, Series 2016-1, Class A2, 2.20%, 12/20/21 144A(b)

    Aa2/NR        100          99,926   

Carlyle Global Market Strategies CLO Ltd., Series 2014-3A, Class B, 4.036%, 07/27/26 144A(b)(c)(d)

    A1/NR        500          498,685   

Chase Issuance Trust, Series 2015-A2, Class A2, 1.59%, 02/18/20 (b)

    Aaa/AAA        715          718,850   

CPS Auto Receivables Trust, Series 2015-B, Class A, 1.65%, 11/15/19 144A(b)

    NR/AA-        84          84,320   

CPS Auto Receivables Trust, Series 2015-C, Class B, 2.55%, 02/18/20 144A(b)

    NR/AA        175          176,462   

CPS Auto Trust, Series 2016-D, Class B, 2.11%, 03/15/21 144A(b)

    NR/AA        281          280,809   

Drive Auto Receivables Trust., Series 2016-BA, Class B, 2.56%, 06/15/20 144A(b)

    Aa1/AA        156          157,407   

DT Auto Owner Trust, Series 2016-1A, Class B, 2.79%, 05/15/20 144A(b)

    NR/AA        250          252,108   

Flagship Credit Auto Trust, Series 2016-1, Class A, 2.77%, 12/15/20 144A(b)

    NR/AA        184          186,277   

Kubota Credit Owner Trust, Series 2016-1A, Class A3, 1.50%, 07/15/20 144A(b)

    Aaa/NR        100          100,076   

MVW Owner Trust, Series 2016-1A, Class A, 2.25%, 12/20/33 144A(b)

    NR/A+        192          190,503   

Navistar Financial Dealer Note Master Owner Trust II, Series 2016-1, Class A, 2.146%, 09/27/21 144A(d)

    Aaa/NR        165          165,936   

North End CLO, Ltd., Series 2013-1A, Class B, 2.53%, 07/17/25 144A(b)(c)(d)

    NR/AA        1,000          971,030   

Spirit Master Funding LLC, Series 2014-2A, Class A, 5.76%, 03/20/42 144A(b)(c)

    NR/A+        297          316,792   

TAL Advantage V LLC, Series 2013-1A, Class A, 2.83%, 02/22/38 144A(b)

    NR/A        267          256,653   

TAL Advantage V LLC, Series 2014-2A, Class A1, 1.70%, 05/20/39 144A(b)

    NR/A        38          37,886   

Verizon Owner Trust, Series 2016-1A Class A, 1.42%, 01/20/21 144A(b)

    NR/AAA        122          122,144   

VSE VOI Mortgage LLC, Series 2016-A, Class A, 2.54%, 07/20/33 144A(b)

    NR/A+        345          345,511   
     

 

 

 

TOTAL ASSET BACKED SECURITIES (Cost $5,159,999)

        5,137,036   
     

 

 

 

COMMERCIAL MORTGAGE-BACKED SECURITIES — 6.0%

     

BLCP Hotel Trust, Series 2014-CLRN, Class B, 1.885%, 08/15/29 144A(b)(d)

    NR/AA-        305          302,931   

The accompanying notes are an integral part of the financial statements.

 

8


INSIGHT INVESTMENT GRADE BOND FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Moody’s/              
        Standard &             Principal            
    Poor’s     Amount        
    Rating(a)     (000’s)     Value  

COMMERCIAL MORTGAGE-BACKED SECURITIES — (Continued)

     

Citigroup Commercial Mortgage Trust, Series 2013-375P, Class D, 3.518%, 05/10/35 144A(d)

    Baa1/NR      $ 350        $ 348,624   

FREMF Mortgage Trust, Series 2015-K44, Class B, 3.684%, 01/25/48 144A(b)(d)

    NR/NR        90          88,986   

Hilton USA Trust, Series 2013-HLT, Class CFX, 3.714%, 11/05/30 144A

    Aa3/A-        227          227,204   

Latitude Management Real Estate Investors, Inc., Series 2016-CRE2, Class A, 2.286%, 11/24/31 144A(b)(d)

    Aaa/NR        125          125,000   

Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-CKSV, Class C, 4.29%, 10/15/30 144A(d)

    NR/A        540          553,095   

ORES LLC, Series 2014-LV3, Class A, 3.00%, 03/27/24 144A(c)

    NR/NR        1          990   

Resource Capital Corp. Ltd., Series 2014-CRE2, Class A, 1.585%, 04/15/32
144A(b)(c)(d)

    Aaa/NR        151          149,841   

Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class SCH2, 4.035%, 01/15/27 144A(c)(d)

    NR/BB        450          433,885   

Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class WTS2, 3.785%, 02/15/27 144A(c)(d)

    NR/BB        225          218,772   
     

 

 

 

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Cost $2,453,885)

            2,449,328   
     

 

 

 

RESIDENTIAL MORTGAGE-BACKED SECURITIES — 11.9%

     

FHLMC Gold Pool TBA, 3.50%, 11/01/46

    Aaa/AA+        710          745,140   

FNMA Pool TBA, 4.00%, 11/01/46

    Aaa/AA+        940          1,006,534   

FNMA Pool TBA, 2.50%, 11/01/31

    Aaa/AA+        810          833,477   

FNMA Pool TBA, 3.00%, 11/01/46

    Aaa/AA+        730          751,558   

GNMA Pool TBA, 3.50%, 11/15/46

    Aaa/AA+        1,400          1,484,109   
     

 

 

 

TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (Cost $4,836,051)

        4,820,818   
     

 

 

 

MUNICIPAL BONDS — 1.0%

     

State of California, Build America Bonds, GO, 7.55%, 04/01/39

    Aa3/AA-        270          418,273   
     

 

 

 

TOTAL MUNICIPAL BONDS (Cost $383,126)

        418,273   
     

 

 

 

U.S. TREASURY OBLIGATIONS — 13.3%

     

United States Treasury Inflation Indexed Bond, 0.75%, 02/15/45

    Aaa/AA+        374          376,084   

United States Treasury Note, 0.875%, 07/31/19

    Aaa/AA+        160          159,550   

United States Treasury Note, 1.125%, 08/31/21

    Aaa/AA+        173          171,473   

United States Treasury Note, 1.375%, 01/31/21

    Aaa/AA+        133          133,644   

United States Treasury Note, 1.50%, 03/31/23

    Aaa/AA+        99          98,594   

United States Treasury Note, 1.50%, 08/15/26

    Aaa/AA+        630          611,198   

United States Treasury Note, 1.625%, 08/15/22

    Aaa/AA+        370          373,078   

United States Treasury Note, 1.625%, 02/15/26

    Aaa/AA+        588          578,753   

United States Treasury Note, 1.625%, 05/15/26

    Aaa/AA+        444          435,895   

United States Treasury Note, 2.00%, 02/15/25

    Aaa/AA+        200          203,828   

United States Treasury Note, 2.125%, 08/15/21

    Aaa/AA+        215          222,802   

United States Treasury Note, 2.125%, 05/15/25

    Aaa/AA+        372          382,492   

United States Treasury Note, 2.25%, 11/15/24

    Aaa/AA+        335          348,296   

United States Treasury Note, 2.50%, 08/15/23

    Aaa/AA+        350          370,193   

United States Treasury Bond, 2.75%, 11/15/42

    Aaa/AA+        445          461,844   

United States Treasury Bond, 3.00%, 05/15/45

    Aaa/AA+        151          163,929   

The accompanying notes are an integral part of the financial statements.

 

9


INSIGHT INVESTMENT GRADE BOND FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

    Moody’s/              
        Standard &             Principal            
    Poor’s     Amount        
    Rating(a)     (000’s)     Value  

U.S. TREASURY OBLIGATIONS — (Continued)

     

United States Treasury Bond, 5.375%, 02/15/31

    Aaa/AA+      $ 215        $ 305,384   
     

 

 

 

TOTAL U.S. TREASURY OBLIGATIONS (Cost $5,200,366)

            5,397,037   
     

 

 

 
          Number        
          of Shares        

PREFERRED STOCK — 1.4%

     

Diversified Financial Services — 1.4%

     

CoBank ACB*

    NR/BBB+        5,200      $ 554,288   
     

 

 

 

TOTAL PREFERRED STOCK (Cost $542,100)

        554,288   
     

 

 

 

REGISTERED INVESTMENT COMPANY — 15.0%

     

BlackRock Liquidity Funds Fedfund Portfolio, Institutional Shares, 0.32%(f)

      6,091,812        6,091,812   
     

 

 

 

TOTAL REGISTERED INVESTMENT COMPANY (Cost $6,091,812)

        6,091,812   
     

 

 

 

TOTAL INVESTMENTS - 111.4%

(Cost $44,361,997)

        45,288,600   

LIABILITIES IN EXCESS OF OTHER ASSETS - (11.4)%

        (4,622,572
     

 

 

 

NET ASSETS - 100.0%

      $ 40,666,028   
     

 

 

 

 

*

Non-income producing.

(a)

Ratings for debt securities are unaudited. All ratings are as of October 31, 2016 and may have changed subsequently.

(b) 

This security is callable.

(c)

Security is deemed illiquid at October 31, 2016.

(d)

Floating or variable rate security. Rate disclosed is as of October 31, 2016.

(e) 

Security is perpetual. Date shown is next call date.

(f) 

Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016.

144A Securities were purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. At October 31, 2016, these securities amounted to $12,427,098 or 30.6% of net assets. These securities have been determined by the Adviser to be liquid securities, unless otherwise noted.

 

Legend            
CLO    Collateralized Loan Obligation       Ltd.    Limited                            
Co. Gty.    Company Guaranty       NR    Not Rated
FHLMC    Federal Home Loan Mortgage Corp.       PLC    Public Limited Company                
FNMA    Federal National Mortgage Association       REIT    Real Estate Investment Trust
FREMF    Federal Home Loan Mortgage Corp. (Multi-Family)       Sec.    Secured
GNMA    Government National Mortgage Association       Sr.    Senior
GO    General Obligations       Sub.    Subordinated
Jr.    Junior       TBA    To Be Announced
LLC    Limited Liability Company       Unsec.    Unsecured
LP    Limited Partnership         

The accompanying notes are an integral part of the financial statements.

 

10


INSIGHT INVESTMENT GRADE BOND FUND

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $44,361,997)

   $ 45,288,600   

Receivable for investments sold

     408,980   

Dividends and interest receivable

     300,246   

Prepaid expenses and other assets

     13,916   
  

 

 

 

Total assets

     46,011,742   
  

 

 

 

Liabilities

  

Payable for investments purchased

     5,258,147   

Payable for administration and accounting fees

     26,126   

Payable for transfer agent fees

     9,358   

Payable to Investment Adviser

     7,362   

Payable for custodian fees

     5,754   

Accrued expenses

     38,967   
  

 

 

 

Total liabilities

     5,345,714   
  

 

 

 

Net Assets

   $ 40,666,028   
  

 

 

 

Net Assets Consisted of:

  

Capital stock, $0.01 par value

   $ 39,720   

Paid-in capital

     39,429,223   

Accumulated net investment income

     54,742   

Accumulated net realized gain from investments.

     215,740   

Net unrealized appreciation on investments

     926,603   
  

 

 

 

Net Assets

   $ 40,666,028   
  

 

 

 

Institutional Class:

  

Net asset value, offering and redemption price per share ($40,666,028 / 3,972,037 shares)

   $ 10.24   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

11


INSIGHT INVESTMENT GRADE BOND FUND

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Interest

   $ 738,252   

Dividends

     16,250   
  

 

 

 

Total investment income

     754,502   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     101,610   

Administration and accounting fees (Note 2)

     43,282   

Transfer agent fees (Note 2)

     26,487   

Legal fees

     24,558   

Audit fees

     24,014   

Custodian fees (Note 2)

     12,710   

Trustees’ and officers’ fees (Note 2)

     10,340   

Printing and shareholder reporting fees

     10,000   

Registration and filing fees

     408   

Other expenses

     8,666   
  

 

 

 

Total expenses before waivers and reimbursements

     262,075   
  

 

 

 

Less: waivers (Note 2)

     (89,897
  

 

 

 

Net expenses after waivers and reimbursements

     172,178   
  

 

 

 

Net investment income

     582,324   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

  

Net realized gain from investments

     324,695   

Net change in unrealized appreciation/(depreciation) on investments

     247,198   
  

 

 

 

Net realized and unrealized gain on investments

     571,893   
  

 

 

 

Net increase in net assets resulting from operations

   $ 1,154,217   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

12


INSIGHT INVESTMENT GRADE BOND FUND

Statements of Changes in Net Assets

 

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Increase/(decrease) in net assets from operations:

        

Net investment income

     $         582,324       $     1,089,232  

Net realized gain from investments

       324,695         72,969  

Net change in unrealized appreciation/(depreciation) on investments

       247,198         (425,684 )
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       1,154,217         736,517  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Institutional Class

       (556,054 )       (1,149,482 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

       (556,054 )       (1,149,482 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 5)

       556,046         1,149,482  
    

 

 

     

 

 

 

Total increase in net assets

       1,154,209         736,517  
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       39,511,819         38,775,302  
    

 

 

     

 

 

 

End of period

     $    40,666,028       $   39,511,819  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $           54,742       $          28,472  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

13


INSIGHT INVESTMENT GRADE BOND FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Institutional Class  
    For the                                
    Six Months     For the     For the     For the     For the     For the  
    Ended     Year     Year     Year     Year     Year  
    October 31,     Ended     Ended     Ended     Ended     Ended  
    2016     April 30,     April 30,     April 30,     April 30,     April 30,  
    (Unaudited)    

    2016    

   

    2015    

   

    2014    

   

    2013    

   

    2012    

 

Per Share Operating Performance

           

Net asset value, beginning of period

  $ 10.09      $ 10.20      $ 10.03      $ 10.47      $ 10.31      $ 10.01   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(1)

    0.15        0.28        0.30        0.33        0.29        0.32   

Net realized and unrealized gain/(loss) on investments

    0.14        (0.09     0.18        (0.30     0.43        0.33   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

    0.29        0.19        0.48        0.03        0.72        0.65   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

           

Net investment income

    (0.14     (0.30     (0.31     (0.34     (0.32     (0.35

Net realized gains

                         (0.13     (0.24       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

    (0.14     (0.30     (0.31     (0.47     (0.56     (0.35
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 10.24      $ 10.09      $ 10.20      $ 10.03      $ 10.47      $ 10.31   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(2)

    2.89     1.92     4.86     0.37     7.17     6.59

Ratio/Supplemental Data

           

Net assets, end of period (in thousands)

  $ 40,666      $ 39,512      $ 38,775      $ 36,981      $ 47,339      $ 72,511   

Ratio of expenses to average net assets

    0.85 %(3)       0.85     0.85     0.85     0.85     0.85

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

    1.29 %(3)       1.28     1.27     1.24     0.93     1.05

Ratio of net investment income to average net assets

    2.87 %(3)       2.84     2.94     3.26     2.83     3.19

Portfolio turnover rate

    52.72 %(5)       46.46     54.37     76.18     154.23 %(6)      95.43

 

(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(3) Annualized.
(4) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(5) Not annualized.
(6) Portfolio turnover rate excludes securities delivered from processing a redemption-in-kind.

The accompanying notes are an integral part of the financial statements.

 

14


INSIGHT INVESTMENT GRADE BOND FUND

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Insight Investment Grade Bond Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on December 2, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C and Institutional Class. As of October 31, 2016, Class A and Class C shares had not been issued.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each business day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) markets system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on the NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and the asked prices for such security in the over-the-counter market. Fixed income securities are valued based on the market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

•  Level 1 — quoted prices in active markets for identical securities;

•  Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates,                         prepayment speeds, credit risk, etc.); and

•  Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of                       investments).

 

15


INSIGHT INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

The fair value of the Fund’s bonds are generally based on the quotes received from brokers or independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:

 

                Level 2        
                Other     Level 3  
          Level 1     Significant     Significant  
    Total Value at     Quoted     Observable     Unobservable  
    10/31/16     Prices     Inputs     Inputs  

Corporate Bonds and Notes

  $ 20,420,008      $      $ 20,420,008      $   

Asset Backed Securities

    5,137,036               5,137,036          

Commercial Mortgage-Backed Securities

    2,449,328               2,449,328          

Residential Mortgage-Backed Securities

    4,820,818               4,820,818          

Municipal Bonds

    418,273               418,273          

U.S. Treasury Obligations

    5,397,037               5,397,037          

Preferred Stock.

    554,288        554,288                 

Registered Investment Company

    6,091,812        6,091,812                 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments

  $   45,288,600      $   6,646,100      $   38,642,500      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise may be less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

 

16


INSIGHT INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Gains and losses on principal paydowns from mortgage backed securities are recorded as interest income on the Statement of Operations. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of costs of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Securities Traded on a To-Be-Announced Basis — The Fund may trade securities on a to-be-announced (“TBA”) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the issuer and for which specific information, such as the face amount, maturity date and underlying pool of investments in U.S. government agency mortgage pass-through securities, is not announced. Securities purchased on a TBA basis are not settled until they are delivered to the Fund. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities. As of October 31, 2016, there were open TBA payables in the amount of $4,842,719.

Dividends and Distributions to Shareholders — Dividends from net investment income are declared daily and paid monthly to shareholders. Distributions from net realized capital gains, if any, are declared and paid annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, (“Internal Revenue Code”) and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

 

17


INSIGHT INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

2. Transactions with Related Parties and Other Service Providers

Cutwater Investor Services Corp., (the “Adviser”), (d/b/a Insight Investment), serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 0.50% of the Fund’s average daily net assets. The Adviser has voluntarily agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.85% (on an annual basis) of the Fund’s average daily net assets (the “Voluntary Waiver”). Such Voluntary Waiver will continue until the Adviser notifies the Fund of a change in its Voluntary Waiver or its discontinuation. This Voluntary Waiver may be discontinued at any time at the discretion of the Adviser.

For the six months ended October 31, 2016, the Adviser earned advisory fees of $101,610 and waived fees of $89,897.

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund pursuant to an underwriting agreement between the Trust and the Underwriter.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $5.348. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 7,051,869       $ 6,537,749   

U.S. Government Securities

     14,166,666         13,727,242   

 

18


INSIGHT INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

4. Restricted Securities

A restricted security is a security which has been purchased through a private offering and cannot be resold to the general public without prior registration under the Securities Act of 1933, as amended (the “1933 Act”), or pursuant to the resale limitations provided by Rule 144 under the 1933 Act, or an exemption from the registration requirements of the 1933 Act. Certain restricted securities may be resold in transactions exempt from registration, normally to qualified institutional buyers, and may be deemed liquid by Insight Investment as applicable, based on policies and procedures established by the Fund’s Board of Trustees. Therefore, not all restricted securities are considered illiquid.

At October 31, 2016 the following restricted securities were held as illiquid:

 

     Acquisition    Acquisition         % of
     Date    Cost    Value    Net Assets

Corporate Bonds and Notes:

                   

American Airlines 2013-2 Class B Pass Through Trust
5.60%, 01/15/22

       11/21/13        $ 336,536        $ 350,650          0.9 %

British Airways 2013-1 Class B Pass Through Trust
5.625%, 12/20/21

       12/13/13          162,952          165,579          0.5  

Carlyle Global Market Strategies CLO Ltd., Series 2014-3A, Class B
4.036%, 07/27/26

       07/29/14          500,000          498,685          1.2  

North End CLO, Ltd., Series 2013-1A, Class B
2.53%, 07/17/25

       07/19/13          996,248          971,030          2.4  

ORES LLC, Series 2014-LV3, Class A
3.00%, 03/27/24

       03/21/14          990          990          0.0  

Resource Capital Corp. Ltd., Series 2014-CRE2, Class A
1.585%, 04/15/32

       07/10/14          151,221          149,841          0.4  

Spirit Master Funding LLC, Series 2014-2A, Class A
5.76%, 03/20/42

       05/20/14          308,786          316,792          0.8  

Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class SCH2
4.035%, 01/15/27

       03/21/14          450,000          433,885          1.1  

Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class WTS2
3.785%, 02/15/27

       03/21/14          225,000          218,772          0.5  

5. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Six Months Ended          
     October 31, 2016    For the Year Ended
     (Unaudited)    April 30, 2016
     Shares    Amount    Shares    Amount

Institutional Class:

                   

Reinvestments

       54,266        $ 556,046          115,382        $ 1,149,482  
    

 

 

      

 

 

      

 

 

      

 

 

 

Net increase

       54,266        $ 556,046          115,382        $ 1,149,482  
    

 

 

      

 

 

      

 

 

      

 

 

 

 

19


INSIGHT INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

6. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $1,149,482 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

Capital Loss   Undistributed   Undistributed   Unrealized   Qualified Late-Year

Carryforward

  Ordinary Income   Long-Term Gain   Appreciation   Losses
$(99,704)   $28,471   $—   $670,155   $—

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

    

Federal tax cost*

   $ 44,361,997     
  

 

 

   

Gross unrealized appreciation

   $ 1,186,409     

Gross unrealized depreciation

     (259,806  
  

 

 

   

Net unrealized appreciation

   $ 926,603     
  

 

 

   

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had no loss deferrals or late year ordinary loss.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund’s capital loss carryforward was $99,704, which were short-term losses. All losses will be carried forward indefinitely and will retain their character as short-term capital losses.

 

20


INSIGHT INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

7. Mortgage-Related And Other Asset-Backed Securities Risk

Mortgage-related and asset-backed securities are subject to certain other risks. The value of these securities will be influenced by the factors affecting the housing market and the assets underlying such securities. As a result, during periods of declining asset value, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid.

8. Debt Investment Risk

Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

9. Subsequent Event

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

21


INSIGHT INVESTMENT GRADE BOND FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 678-6242 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At a meeting held on September 28-29 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Cutwater Investor Services Corp. doing business as Insight Investment (“Insight” or the “Advisor”) and the Trust (the “Agreement”) on behalf of Insight Investment Grade Bond Fund (the “Insight Fund”). At the Meeting, the Board considered the continuation of the Agreement with respect to the Insight Fund for an additional one year period.

In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the Insight Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Insight Fund, (iv) investment performance, (v) the capitalization and financial condition of the Advisor, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Insight Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Insight’s ability to service the Insight Fund, (x) compliance with the Insight Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as provided at the Board meetings throughout the year covering matters such as the relative performance of the Insight Fund; compliance with the investment objectives, policies, strategies and limitations for the Insight Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.

Representatives from the Advisor attended the Meeting both in person and via teleconference. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.

Performance. The Trustees considered the investment performance for the Insight Investment Grade Fund and Insight. The Trustees reviewed the historical performance charts which showed the performance of the Insight Investment Grade Fund as compared to the Lipper Core Bond Fund Index, the Insight Investment Grade Fund’s applicable Lipper index and the Barclays U.S. Aggregate Total Return Index for the year-to-date, one year, two year, three year, five year and since inception periods ended June 30, 2016, as applicable. The Trustees also reviewed historical performance charts

 

22


INSIGHT INVESTMENT GRADE BOND FUND

Other Information

(Unaudited) (Continued)

 

which showed the performance of the Insight Investment Grade Fund as compared to the Barclays Capital U.S. Aggregate Bond Index and the Fund’s comparable separately managed account composite (gross of fees) for the one year, three year, five year and since inception periods ended July 31, 2016. The Trustees considered the short term and long term performance of the Insight Investment Grade Fund, as applicable. The Trustees noted that they considered performance reports provided at Board meetings throughout the year.

The Trustees noted that the Insight Investment Grade Fund had outperformed Lipper Core Bond Fund Index and Barclays U.S. Aggregate Total Return Index for the year-to-date, three year, five year and since inception periods and underperformed for the one year and two year periods ended June 30, 2016. The Trustees also noted that the Fund outperformed the Barclays Capital U.S. Aggregate Bond Index for the one year, three year, five year and since inception periods and underperformed the Fund’s comparable separately managed account composite (gross of fees) for the one year, three year, five year and since inception periods ended July 31, 2016. The Trustees concluded that the performance of the Insight Investment Grade Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

Fees. The Trustees noted that the representatives of Insight had provided information regarding its advisory fees and an analysis of these fees in relation to the services provided to the Insight Investment Grade Fund and any other ancillary benefit resulting from Insight’s relationship with the Fund. The Trustees also reviewed information regarding the fees that Insight charges to its separately managed accounts, and evaluated the explanations provided by Insight as to differences in fees charged to the Insight Investment Grade Fund and separately managed accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Fund versus the universe of funds with similar share classes in the Lipper Core Bond Fund category with $250 million or less in assets. The Trustees noted that the gross advisory fee and net total expense ratio of the Fund’s Institutional Class shares were higher than the median of the gross advisory fee and net total expense ratio of the funds with a similar share class in the Lipper Core Bond Fund category with $250 million or less in assets. The Trustees concluded that the advisory fees and services provided by Insight are consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Insight Investment Grade Fund based on the information provided at the Meeting.

Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of Insight, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by Insight, the Board took into account its familiarity with Insight’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account Insight’s compliance policies and procedures and reports regarding Insight’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Insight Investment Grade Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Insight Investment Grade Fund by Insight and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Insight Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Insight Investment Grade Fund is likely to benefit from the continued provision of those services. They also concluded that Insight has sufficient personnel, with the appropriate education and experience, to serve the Insight effectively and had demonstrated their ability to attract and retain qualified personnel.

Costs. The Trustees considered the costs of the services provided by Insight, the compensation and benefits received by Insight in providing services to the Insight Investment Grade Fund, as well as Insight’s profitability. The Trustees were provided the financial statements for Insight’s parent company, BNY Mellon, as of April 30, 2016. It was noted that Insight does not publish stand-alone financial statements. The Trustees noted that Insight’s level of profitability is an important factor to consider, and the Trustees should be satisfied that Insight’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Insight specifically. The Trustees concluded that Insight’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the Insight Investment Grade Fund.

 

 

23


INSIGHT INVESTMENT GRADE BOND FUND

Other Information

(Unaudited) (Concluded)

 

Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Insight Investment Grade Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Insight Investment Grade Fund for the benefit of fund shareholders, but that the advisory fee did not currently include breakpoint reductions as asset levels increased.

At the Meeting, the Trustees approved the continuation of the Insight Agreement for an additional one year period. In approving the continuation of the Insight Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Insight. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Insight Agreement would be in the best interests of the Insight Investment Grade Fund and its shareholders.

 

24


 

 

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Investment Adviser

Cutwater Investor Services Corp. d/b/a Insight Investment

200 Park Avenue, 7th Floor

New York, NY 10166

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

INS-1016

 

LOGO


LATEEF FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016
     Six
  Months†  
         1 Year              3 Years              5 Years         

Since
  Inception*  

Class A Shares (with sales charge)

     -3.97%           -7.93%           2.40%           8.76%         4.98%   

Class A Shares (without sales charge)

     1.12%           -3.09%           4.17%           9.88%         5.57%   

Class C Shares

     0.71%           -3.83%           3.38%           9.05%         4.76%   

Class I Shares

     1.28%           -2.78%           4.43%           10.17%         5.85%   

Russell 3000® Index

     4.16%           4.22%           8.12%           13.35%         6.40%**

S&P 500® Index

     4.06%           4.51%           8.84%           13.57%         6.32%**

 

Not Annualized.

 

*

The Lateef Fund (the “Fund”) commenced operations on September 6, 2007.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 499-2151.

The returns shown for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.00%. All of the Fund’s share classes apply a 2.00% redemption fee to the value of shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above. As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 1.41%, 2.16% and 1.16%, and the Fund’s “Total Annual Fund Operating Expenses After Fee Waiver and/or Reimbursement” are 1.24%, 1.99% and 0.99% for Class A, Class C and Class I Shares, respectively, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Lateef Investment Management, L.P. (“the Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed 0.99% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.

The Fund intends to evaluate performance as compared to that of the Standard & Poor’s 500® Composite Price Index (“S&P 500®”) and the Russell 3000® Index. The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 3000® Index is an unmanaged index that measures the performance of the 3,000 largest U.S. stocks, representing about 98% of the total capitalization of the entire U.S. stock market. It is impossible to invest directly in an index.

 

1


LATEEF FUND

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of the accompanying table provides information about 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 Examples for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund and other funds. To do so, compare 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 accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any) or redemption fees. Therefore, each hypothetical line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

2


LATEEF FUND

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     Lateef Fund
     Beginning Account Value    Ending Account Value    Expenses Paid
     May 1, 2016    October 31, 2016    During Period*

Class A Shares

              

Actual

       $1,000.00          $1,011.20          $  6.29  

Hypothetical (5% return before expenses)

       1,000.00          1,018.95          6.31  

Class C Shares

              

Actual

       $1,000.00          $1,007.10          $10.07  

Hypothetical (5% return before expenses)

       1,000.00          1,015.17          10.11  

Class I Shares

              

Actual

       $1,000.00          $1,012.80          $  5.02  

Hypothetical (5% return before expenses)

       1,000.00          1,020.21          5.04  

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.24%, 1.99% and 0.99% for Class A, Class C and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 1.12%, 0.71% and 1.28% for Class A, Class C and Class I Shares, respectively.

 

3


LATEEF FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

 

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net        
     Assets     Value  

COMMON STOCKS:

    

Technology

     28.6   $ 83,895,750   

Consumer, Non-cyclical

     19.0        55,556,871   

Financial.

     13.5        39,478,812   

Consumer, Cyclical.

     12.1        35,497,089   

Industrial

     10.8        31,537,156   

Communications

     5.4        15,753,849   

Energy

     5.3        15,591,004   

Other Assets in Excess of Liabilities

     5.3        15,573,025   
  

 

 

   

 

 

 

NET ASSETS

     100.0   $ 292,883,556   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

4


LATEEF FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

     Number        
       of Shares       Value  

COMMON STOCKS — 94.7%

  

 

Communications — 5.4%

    

Nielsen Holdings PLC

     349,930      $     15,753,849   
    

 

 

 

Consumer, Cyclical — 12.1%

  

 

Dollar General Corp.

     266,655        18,423,194   

Newell Brands, Inc.

     355,558        17,073,895   
    

 

 

 
       35,497,089   
    

 

 

 

Consumer, Non-cyclical — 19.0%

  

 

Celgene Corp.*

     190,413        19,456,400   

Hologic, Inc.*

     477,735        17,203,237   

Quintiles IMS Holdings, Inc.*

     263,413        18,897,234   
    

 

 

 
       55,556,871   
    

 

 

 

Energy — 5.3%

    

Schlumberger Ltd.

     199,297        15,591,004   
    

 

 

 

Financial — 13.5%

    

Northern Trust Corp.

     116,794        8,458,222   

SVB Financial Group*

     163,264        19,962,289   

Willis Towers Watson PLC

     87,834        11,058,301   
    

 

 

 
       39,478,812   
    

 

 

 

Industrial — 10.8%

    

Danaher Corp.

     178,905        14,052,988   

United Parcel Service, Inc., Class B

     162,251        17,484,168   
    

 

 

 
       31,537,156   
    

 

 

 
     Number        
       of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Technology — 28.6%

    

Alphabet, Inc., Class A*

     29,236      $ 23,678,236   

Autodesk, Inc.*

     277,068        20,026,475   

Facebook, Inc., Class A*

     181,951        23,833,762   

Visa, Inc., Class A

     198,246        16,357,277   
    

 

 

 
       83,895,750   
    

 

 

 

TOTAL COMMON STOCKS
(Cost $249,689,837)

   

    277,310,531   
    

 

 

 

TOTAL INVESTMENTS - 94.7%
    (Cost $249,689,837)

   

    277,310,531   
    

 

 

 

OTHER ASSETS IN EXCESS OF LIABILITIES - 5.3%

       15,573,025   
    

 

 

 

NET ASSETS - 100.0%

     $   292,883,556   
    

 

 

 

 

 

*

Non-income producing.

PLC Public Limited Company

 

 

The accompanying notes are an integral part of the financial statements.

 

5


LATEEF FUND

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $249,689,837)

   $ 277,310,531   

Cash

     18,212,748   

Receivable for investments sold

     27,862,640   

Receivable for capital shares sold

     108,411   

Prepaid expenses and other assets

     99,003   
  

 

 

 

Total assets

     323,593,333   
  

 

 

 

Liabilities

  

Payable for capital shares redeemed

     30,299,468   

Payable to Investment Adviser

     201,092   

Payable for administration and accounting fees

     87,003   

Payable for transfer agent fees

     47,438   

Payable for distribution fees

     26,663   

Payable for audit fees

     12,203   

Payable for custodian fees

     8,144   

Payable for shareholder service fees

     6,275   

Accrued expenses

     21,491   
  

 

 

 

Total liabilities

     30,709,777   
  

 

 

 

Net Assets

   $ 292,883,556   
  

 

 

 

Net Assets Consisted of:

  

Capital stock, $0.01 par value

   $ 267,082   

Paid-in capital

     224,588,893   

Accumulated net investment loss

     (1,337,609

Accumulated net realized gain from investments

     41,744,496   

Net unrealized appreciation on investments

     27,620,694   
  

 

 

 

Net Assets

   $ 292,883,556   
  

 

 

 

Class A Shares:

  

Net asset value and redemption price per share
($34,904,558 / 3,203,808 shares)

   $ 10.89   
  

 

 

 

Maximum offering price per share (100/95 of $10.89)

   $ 11.46   
  

 

 

 

Class C Shares:

  

Net asset value, offering and redemption price per share
($27,809,837 / 2,805,612 shares)

   $ 9.91   
  

 

 

 

Class I Shares:

  

Net asset value, offering and redemption price per share
($230,169,161 / 20,698,826 shares)

   $ 11.12   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

6


LATEEF FUND

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Dividends

   $ 1,744,043   

Interest

     166   
  

 

 

 

Total investment income

     1,744,209   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     2,028,670   

Transfer agent fees (Note 2)

     158,954   

Administration and accounting fees (Note 2)

     140,040   

Distribution fees (Class C) (Note 2)

     121,534   

Distribution fees (Class A) (Note 2)

     57,797   

Shareholder services fees

     40,511   

Custodian fees (Note 2)

     26,251   

Registration and filing fees

     25,825   

Legal fees

     20,812   

Printing and shareholder reporting fees

     19,283   

Trustees’ and officers’ fees (Note 2)

     13,112   

Audit fees

     12,278   

Other expenses

     26,762   
  

 

 

 

Total expenses before waivers and reimbursements

     2,691,829   
  

 

 

 

Less: waivers and reimbursements (Note 2)

     (463,604
  

 

 

 

Net expenses after waivers and reimbursements

     2,228,225   
  

 

 

 

Net investment loss

     (484,016
  

 

 

 

Net realized and unrealized gain from investments:

  

Net realized gain from investments

     3,652,353   

Net change in unrealized appreciation/(depreciation) on investments

     4,267,762   
  

 

 

 

Net realized and unrealized gain on investments

     7,920,115   
  

 

 

 

Net increase in net assets resulting from operations

   $ 7,436,099   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

7


LATEEF FUND

Statements of Changes in Net Assets

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Increase/(decrease) in net assets from operations:

        

Net investment loss.

     $ (484,016 )     $ (1,376,240 )

Net realized gain from investments and written options

       3,652,353         67,205,516  

Net change in unrealized appreciation/(depreciation) on investments

       4,267,762         (69,573,953 )
    

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations:

       7,436,099         (3,744,677 )
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Class A Shares

               (113,506 )

Class I Shares

               (1,854,554 )
    

 

 

     

 

 

 

Total net investment income

               (1,968,060 )
    

 

 

     

 

 

 

Net realized capital gains:

        

Class A Shares

               (17,157,207 )

Class C Shares

               (9,925,957 )

Class I Shares

               (92,888,623 )
    

 

 

     

 

 

 

Total net realized capital gains

               (119,971,787 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

               (121,939,847 )
    

 

 

     

 

 

 

Decrease in Net Assets Derived from Capital Share Transactions
(Note 4)

       (165,541,235 )       (179,940,949 )
    

 

 

     

 

 

 

Total decrease in net assets

       (158,105,136 )       (305,625,473 )
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       450,988,692         756,614,165  
    

 

 

     

 

 

 

End of period

     $ 292,883,556       $ 450,988,692  
    

 

 

     

 

 

 

Accumulated net investment loss, end of period

     $ (1,337,609 )     $ (853,593 )
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

8


LATEEF FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

   

Class A Shares

 
    For the    For the     For the     For the     For the     For the  
    Six Months    Year     Year     Year     Year     Year  
    Ended    Ended     Ended     Ended     Ended     Ended  
    October 31, 2016    April 30,     April 30,     April 30,     April 30,     April 30,  
        (Unaudited)        2016     2015     2014     2013     2012  

Per Share Operating Performance

                 

Net asset value, beginning of period

     $ 10.77         $ 14.00      $ 14.20      $ 12.45      $ 11.73      $ 10.76   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income/(loss)(1)

       (0.02        (0.05     0.01        0.04        (2)       (0.05

Net realized and unrealized gain/(loss) on investments

       0.14           (0.19     0.91        2.40        1.23        1.02   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.12           (0.24     0.92        2.44        1.23        0.97   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

                 

Net investment income

                 (0.02     (0.01     (2)       (0.02       

Net realized capital gains.

                 (2.97     (1.11     (0.69     (0.49       
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

                 (2.99     (1.12     (0.69     (0.51       
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redemption fees

       (2)          (2)       (2)       (2)       (2)       (2)  
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

     $ 10.89         $ 10.77      $ 14.00      $ 14.20      $ 12.45      $ 11.73   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

       1.12        (2.31 )%      6.54     19.92     10.92     9.02

Ratio/Supplemental Data

                 

Net assets, end of period (in thousands)

     $ 34,905         $ 56,657      $ 86,174      $ 148,897      $ 120,871      $ 82,128   

Ratio of expenses to average net assets

       1.24 %(4)         1.24     1.24     1.24     1.24     1.24

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       1.47 %(4)         1.42     1.38     1.41     1.45     1.50

Ratio of net investment income/(loss) to average net assets

       (0.38 )%(4)         (0.37 )%      0.08     0.31     0.04     (0.44 )% 

Portfolio turnover rate

       20.00 %(6)         65.01     29.22     40.77     28.29     35.98

 

(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total investment return does not reflect the impact of the maximum front-end sales load of 5.00%. If reflected, the return would be lower.
(4)  Annualized.
(5)  During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2)
(6)  Not annualized.

The accompanying notes are an integral part of the financial statements.

 

9


LATEEF FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

         Class C Shares  
    For the    For the     For the     For the     For the     For the  
    Six Months    Year     Year     Year     Year     Year  
    Ended    Ended     Ended     Ended     Ended     Ended  
    October 31, 2016    April 30,     April 30,     April 30,     April 30,     April 30,  
        (Unaudited)        2016     2015     2014     2013     2012  

Per Share Operating Performance

                 

Net asset value, beginning of period

     $ 9.84         $ 13.11      $ 13.46      $ 11.91      $ 11.30      $ 10.45   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss(1)

       (0.06        (0.13     (0.09     (0.06     (0.08     (0.12

Net realized and unrealized gain/(loss) on investments

       0.13           (0.17     0.85        2.30        1.18        0.97   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations.

       0.07           (0.30     0.76        2.24        1.10        0.85   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

                 

Net realized capital gains

                 (2.97     (1.11     (0.69     (0.49       

Redemption fees

       (2)          (2)       (2)       (2)       (2)       (2)  
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

     $ 9.91         $ 9.84      $ 13.11      $ 13.46      $ 11.91      $ 11.30   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

       0.71        (2.98 )%      5.65     19.08     10.14     8.13

Ratio/Supplemental Data

                 

Net assets, end of period (in thousands)

     $ 27,810         $ 35,840      $ 46,879      $ 50,080      $ 39,133      $ 30,363   

Ratio of expenses to average net assets

       1.99 %(4)         1.99     1.99     1.99     1.99     1.99

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       2.22 %(4)         2.17     2.14     2.16     2.19     2.25

Ratio of net investment loss to average net assets

       (1.13 )%(4)         (1.12 )%      (0.67 )%      (0.44 )%      (0.71 )%      (1.19 )% 

Portfolio turnover rate

       20.00 %(6)         65.01     29.22     40.77     28.29     35.98

 

(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any.
(4) Annualized.
(5)  During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).
(6) Not annualized.

The accompanying notes are an integral part of the financial statements.

 

10


LATEEF FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

         Class I Shares  
    For the    For the     For the     For the     For the     For the  
    Six Months    Year     Year     Year     Year     Year  
    Ended    Ended     Ended     Ended     Ended     Ended  
    October 31, 2016    April 30,     April 30,     April 30,     April 30,     April 30,  
        (Unaudited)        2016     2015     2014     2013     2012  

Per Share Operating Performance

                 

Net asset value, beginning of period

     $ 10.98         $ 14.22      $ 14.41      $ 12.61      $ 11.87      $ 10.87   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income/(loss)(1)

       (0.01        (0.02     0.05        0.08        0.03        (0.02

Net realized and unrealized gain/(loss) on investments

       0.15           (0.19     0.92        2.43        1.25        1.02   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.14           (0.21     0.97        2.51        1.28        1.00   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

                 

Net investment income

                 (0.06     (0.05     (0.02     (0.05       

Net realized capital gains

                 (2.97     (1.11     (0.69     (0.49       
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

                 (3.03     (1.16     (0.71     (0.54       
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redemption fees

       (2)          (2)       (2)       (2)       (2)       (2)  
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

     $ 11.12         $ 10.98      $ 14.22     

$

14.41

  

  $ 12.61      $ 11.87   
    

 

 

      

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

       1.28        (2.04 )%      6.79     20.21     11.22     9.20

Ratio/Supplemental Data

                 

Net assets, end of period (in thousands)

     $ 230,169         $ 358,492      $ 623,561      $ 650,454      $ 486,440      $ 283,124   

Ratio of expenses to average net assets

       0.99 %(4)          0.99     0.99     0.99     0.99     0.99

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       1.22 %(4)          1.16     1.14     1.16     1.19     1.25

Ratio of net investment income/(loss) to average net assets .

       (0.13 )%(4)         (0.12 )%      0.33     0.56     0.29     (0.19 )% 

Portfolio turnover rate

       20.00 %(6)         65.01     29.22     40.77     28.29     35.98

 

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any.
(4)  Annualized.
(5)  During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.

The accompanying notes are an integral part of the financial statements.

 

11


LATEEF FUND

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Lateef Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on September 6, 2007. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) may be applicable to the purchase of Class A Shares. A CDSC, as a percentage of the lower of the original purchase price or net asset value at redemption, of up to 1.00% may be imposed on full or partial redemptions of Class A Shares made within eighteen months of purchase where: (i) $1 million or more of Class A Shares were purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Options are valued at last sale price. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

12


LATEEF FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

  

Level 1 —

 

quoted prices in active markets for identical securities;

  

Level 2 —

 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

  

Level 3 —

 

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:

 

                   Level 2      Level 3  
            Level 1      Other Significant      Significant  
     Total Value at      Quoted      Observable      Unobservable  
     10/31/16      Price      Inputs      Inputs  

Investments in Securities*

   $ 277,310,531       $ 277,310,531       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Please refer to Portfolio of Investments for further details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase

 

13


LATEEF FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

 

14


LATEEF FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — The Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Fund is determined on the basis of U.S. dollars, the Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.

Options Written — The Fund is subject to equity and other risk exposure in the normal course of persuing its investment objectives and may enter into options written to hedge against changes in interest rates, foreign exchange rates and values of equities. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received.

 

15


LATEEF FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. The Fund’s maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premium paid.

During the six months ended October 31, 2016, the Fund did not enter into written option contracts.

2. Transactions with Related Parties and Other Service Providers

Lateef Investment Management, L.P. (“Lateef” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% of the Fund’s average daily net assets under $500 million; 0.95% of the Fund’s average daily net assets of $500 million or more but less than $1 billion; and 0.90% of the Fund’s average daily net assets of $1 billion and over. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed 0.99% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Each class of shares of the Fund pays its respective pro-rata portion of the advisory fee payable by the Fund.

For the six months ended October 31, 2016, the Adviser earned advisory fees of $2,028,670 and waived fees of $463,604.

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

 

16


LATEEF FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $21,193. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 78,450,422       $ 262,644,066   

 

17


LATEEF FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Six Months Ended              
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016  
     Shares     Amount     Shares     Amount  

Class A Shares

        

Sales

     49,107      $ 534,991        817,259      $ 9,656,718   

Reinvestments

                   1,081,069        11,978,249   

Redemption Fees*

            406               2,311   

Redemptions

     (2,104,146     (23,191,361     (2,794,755     (31,663,849
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (2,055,039   $ (22,655,964     (896,427   $ (10,026,571
  

 

 

   

 

 

   

 

 

   

 

 

 

Class C Shares

        

Sales

     21,631      $ 216,649        446,162      $ 5,045,385   

Reinvestments

                   698,928        7,094,122   

Redemption Fees*

            278               1,302   

Redemptions

     (858,559     (8,586,616     (1,077,641     (11,981,917
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

     (836,928   $ (8,369,689     67,449      $ 158,892   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class I Shares

        

Sales

     1,848,352      $ 20,505,008        14,174,529      $ 164,698,914   

Reinvestments

                   5,100,230        57,530,591   

Redemption Fees*

            2,692               14,281   

Redemptions

     (13,792,224     (155,023,282     (30,483,236     (392,317,056
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (11,943,872   $ (134,515,582     (11,208,477   $ (170,073,270
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Net decrease

     (14,835,839   $ (165,541,235     (12,037,455   $ (179,940,949
  

 

 

   

 

 

   

 

 

   

 

 

 

 

* There is a 2.00% redemption fee that may be charged on shares redeemed which have been held 30 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital.

 

18


LATEEF FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $2,957,189 of ordinary income dividends and $118,982,658 of long-term capital gains dividends.

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

                Qualified
Capital Loss   Undistributed   Undistributed   Unrealized   Late-Year

Carryforward

 

Ordinary Income

 

Long-Term Gain

 

Appreciation

 

Losses

$—

  $—   $38,092,143   $23,352,932   $(853,593)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short term capital gains are reported as ordinary income for federal income tax purposes.

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

    

Federal tax cost*

   $ 249,689,837     
  

 

 

   

Gross unrealized appreciation

   $ 33,287,374     

Gross unrealized depreciation

     (5,666,680  
  

 

 

   

Net unrealized appreciation

   $ 27,620,694     
  

 

 

   

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had late-year ordinary loss deferrals of $853,593.

 

19


LATEEF FUND

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

Accumulated capital losses represent net capital loss carry forwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund did not have any capital loss carry forwards.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

20


LATEEF FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 499-2151 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

21


 

 

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[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

Lateef Investment Management, L.P.

300 Drakes Landing Road

Suite 210

Greenbrae, CA 94904

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

 

LAT-1016

 

LOGO

LATEEF FUND

of

FundVantage Trust

Class A Shares

Class C Shares

Class I Shares

SEMI-ANNUAL REPORT

October 31, 2016

(Unaudited)

This report is submitted for the general information of the shareholders of the Lateef Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Lateef Fund.

 


LOGO

MOUNT LUCAS U.S. FOCUSED EQUITY FUND

of

FundVantage Trust

Class I

SEMI-ANNUAL REPORT

October 31, 2016

(Unaudited)

 

This report is submitted for the general information of the shareholders of the Mount Lucas U.S. Focused Equity Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Mount Lucas U.S. Focused Equity Fund.


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016    
      Six Months†   1 Year   3 Years   5 Years   Since Inception     

Class I*

   -1.27%   -6.67%   3.23%   10.60%   3.95%    

S&P 500® Index

   4.07%   4.53%   8.85%   13.57%     5.99%**    

 

Not annualized.

 

*

Mount Lucas U.S. Focused Equity Fund - Class I (the “Fund”) commenced operations on October 1, 2007.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling (844) 261-6483.

As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” are 1.31% and 0.95%, respectively, for Class I Shares of the Fund’s average daily net assets. Mount Lucas Management LP (the “Adviser”) has contractually agreed to waive fees and/or reimburse expenses in order to limit the Fund’s “Total Annual Fund Operating Expenses” (excluding taxes, “Acquired Fund” fees and expenses, extraordinary items, brokerage commissions and interest) to, as a percentage of average daily net assets, 0.95% with respect to Class I shares. The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.

The Fund operated as a series of Scotia Institutional Funds prior to the opening of business on March 24, 2014 (the “Predecessor Fund”), at which time, the Predecessor Fund was reorganized into the Fund. Before the Fund commenced operations, all of the assets and liabilities of the Predecessor Fund were transferred to the Fund in a tax free reorganization (the “Reorganization”). The Reorganization occurred at the opening of business on March 24, 2014. As a result of the Reorganization, the Fund assumed the performance and accounting history of the Predecessor Fund prior to the date of the Reorganization. The Fund has the same investment objective and strategies as the Predecessor Fund. The Performance shown for periods prior to March 24, 2014 represents the performance for the Predecessor Fund.

The value of the Fund’s investments in equity securities may fluctuate drastically from day-to-day causing volatility and possible loss of principal. The Fund may invest in undervalued securities and is subject to the risk that the securities may not appreciate in value as anticipated.

The Fund is non-diversified and invests in a limited number of securities. As a result, the Fund’s investment performance may be more volatile, as it may be more susceptible to risks associated with a single economic, political, or regulatory event than a fund that invests in a greater number of issuers. The Fund may invest in undervalued securities and is subject to the risk that the securities may not appreciate in value as anticipated.

The Fund intends to evaluate performance as compared to that of the Standard & Poor’s 500® Composite Price Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.

 

1


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May

1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of the accompanying table provides information about 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 Examples for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund and other funds. To do so, compare 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 accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges on purchase payments (if any) or redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

     Mount Lucas U.S. Focused Equity Fund
     Beginning Account Value    Ending Account Value    Expenses Paid
     May 1, 2016    October 31, 2016    During Period*

Class I

              

Actual

     $ 1,000.00        $ 987.30        $ 4.76  

Hypothetical (5% return before expenses)

       1,000.00          1,020.42          4.84  

 

 

*

Expenses are equal to the annualized expense ratio for the six-month period ended October 31, 2016 of 0.95% for Class I shares, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 365 to reflect the period. The Fund’s ending account value on the first line in the table is based on the actual six-month total return for the Fund of -1.27% for Class I shares.

 

2


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net    
     Assets   Value

COMMON STOCKS:

        

Financials

       34.6 %     $ 11,694,257  

Consumer Discretionary

       23.8         8,065,906  

Consumer Staples

       16.1         5,461,831  

Telecommunication Services

       8.8         2,970,850  

Industrials

       6.1         2,075,468  

Information Technology

       4.9         1,669,926  

Energy

       3.4         1,129,588  

Health Care

       1.0         321,716  

Real Estate

       0.8         281,042  

Other Assets in Excess of Liabilities

       0.5         181,297  
    

 

 

     

 

 

 

NET ASSETS

       100.0 %     $ 33,851,881  
    

 

 

     

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

3


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

    Number        
     of Shares      Value  

COMMON STOCKS — 99.5%

   

Consumer Discretionary — 23.8%

  

 

Best Buy Co., Inc.

    35,359      $     1,375,819   

Ford Motor Co.

    102,949        1,208,621   

GameStop Corp., Class A

    44,134        1,061,423   

General Motors Co.

    86,749        2,741,268   

Kohl’s Corp.

    31,273        1,368,194   

McDonald’s Corp.

    2,759        310,581   
   

 

 

 
      8,065,906   
   

 

 

 

Consumer Staples — 16.1%

   

Archer-Daniels-Midland Co.

    36,656        1,597,102   

Campbell Soup Co.

    5,254        285,502   

Clorox Co. (The)

    2,661        319,373   

General Mills, Inc.

    5,529        342,687   

Kellogg Co.

    4,441        333,652   

Kimberly-Clark Corp.

    2,519        288,199   

McCormick & Co., Inc.

    3,556        340,914   

Procter & Gamble Co. (The)

    3,844        333,659   

Sysco Corp.

    6,849        329,574   

Wal-Mart Stores, Inc.

    18,440        1,291,169   
   

 

 

 
      5,461,831   
   

 

 

 

Energy — 3.4%

   

Transocean Ltd. (Switzerland)*

    117,543        1,129,588   
   

 

 

 

Financials — 34.6%

   

Assurant, Inc.

    15,294        1,231,473   

Fifth Third Bancorp

    66,084        1,437,988   

Hartford Financial Services Group, Inc. (The)

    29,866        1,317,389   

Marsh & McLennan Cos, Inc.

    5,121        324,620   

Navient Corp.

    112,998        1,444,114   

Principal Financial Group, Inc.

    27,777        1,516,624   

Prudential Financial, Inc.

    18,314        1,552,844   

Unum Group

    81,051        2,869,205   
   

 

 

 
      11,694,257   
   

 

 

 

 

             
    Number       
   

 of Shares 

   Value  

COMMON STOCKS — (Continued)

  

Health Care — 1.0%

    

Becton Dickinson and Co.

  1,916    $ 321,716   
    

 

 

 

Industrials — 6.1%

    

3M Co.

  1,919      317,211   

Illinois Tool Works, Inc.

  2,905      329,921   

Northrop Grumman Corp.

  1,593      364,797   

Raytheon Co.

  2,470      337,427   

Republic Services, Inc.

  7,122      374,831   

Waste Management, Inc.

  5,350      351,281   
    

 

 

 
       2,075,468   
    

 

 

 

Information Technology — 4.9%

  

Corning, Inc.

  59,396      1,348,883   

Paychex, Inc.

  5,816      321,043   
    

 

 

 
       1,669,926   
    

 

 

 

Real Estate — 0.8%

    

Public Storage REIT

  1,315      281,042   
    

 

 

 

Telecommunication Services — 8.8%

  

AT&T, Inc.

  44,650      1,642,674   

CenturyLink, Inc.

  49,969      1,328,176   
    

 

 

 
       2,970,850   
    

 

 

 

TOTAL COMMON STOCKS
(Cost $34,013,524)

     33,670,584   
    

 

 

 

TOTAL INVESTMENTS - 99.5%

  (Cost $34,013,524)

     33,670,584   
    

 

 

 

OTHER ASSETS IN EXCESS OF
LIABILITIES - 0.5%

     181,297   
    

 

 

 

NET ASSETS - 100.0%

     $   33,851,881   
    

 

 

 

 

*

Non-income producing.

REIT Real Estate Investment Trust

 

 

The accompanying notes are an integral part of the financial statements.

 

4


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $34,013,524)

   $ 33,670,584   

Cash

     311,236   

Receivable for investments sold

     199,257   

Dividends and interest receivable

     67,781   

Prepaid expenses and other assets

     37,711   
  

 

 

 

Total assets

     34,286,569   
  

 

 

 

Liabilities

  

Payable for capital shares redeemed

     196,814   

Payable for investments purchased

     174,440   

Payable for administration and accounting fees

     20,448   

Payable for audit fees

     12,204   

Payable for transfer agent fees

     9,206   

Payable for printing fees

     8,869   

Payable to custodian fees

     7,640   

Payable to Investment Adviser

     4,321   

Other accrued expenses

     746   
  

 

 

 

Total liabilities

     434,688   
  

 

 

 

Net Assets

   $ 33,851,881   
  

 

 

 

Net Assets Consisted of:

  

Capital stock, $0.01 par value

   $ 39,608   

Paid-in capital

     37,941,698   

Accumulated net investment income

     1,217,858   

Accumulated net realized loss from investments

     (5,004,343

Net unrealized depreciation on investments

     (342,940
  

 

 

 

Net Assets

   $ 33,851,881   
  

 

 

 

 

Class I:

  

Net asset value, offering and redemption price per share
($33,851,881 / 3,960,847 shares)

   $ 8.55   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

5


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Dividends

   $ 633,634   

Interest

     4   
  

 

 

 

Total investment income

     633,638   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     153,516   

Administration and accounting fees (Note 2)

     33,305   

Transfer agent fees (Note 2)

     15,532   

Audit fees

     14,952   

Legal fees

     14,523   

Custodian fees (Note 2)

     13,798   

Trustees’ and officers’ fees (Note 2)

     11,585   

Registration and filing fees

     8,879   

Printing and shareholder reporting fees

     6,958   

Other expenses

     8,553   
  

 

 

 

Total expenses before waivers

     281,601   
  

 

 

 

Less: waivers (Note 2)

     (87,147
  

 

 

 

Net expenses after waivers

     194,454   
  

 

 

 

Net investment income

     439,184   
  

 

 

 

Net realized and unrealized loss from investments:

  

Net realized loss from investments

     (462,534

Net change in unrealized appreciation/(depreciation) on investments

     (437,224
  

 

 

 

Net realized and unrealized loss on investments

     (899,758
  

 

 

 

Net decrease in net assets resulting from operations

   $ (460,574
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

6


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Statements of Changes in Net Assets

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Decrease in net assets from operations:

        

Net investment income

     $ 439,184       $ 782,615  

Net realized loss from investments

       (462,534 )       (4,296,530 )

Net change in unrealized appreciation/(depreciation) on investments

       (437,224 )       (2,320,114 )
    

 

 

     

 

 

 

Net decrease in net assets resulting from operations

       (460,574 )       (5,834,029 )
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income

        

Class I

               (246,838 )

Net realized gains

        

Class I

               (1,675,792 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

               (1,922,630 )
    

 

 

     

 

 

 

Decrease in Net Assets Derived from Capital Share Transactions
(Note 4)

       (10,509,355 )       (6,066,636 )
    

 

 

     

 

 

 

Total decrease in net assets

       (10,969,929 )       (13,823,295 )
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       44,821,810         58,645,105  
    

 

 

     

 

 

 

End of period

     $ 33,851,881       $ 44,821,810  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 1,217,858       $ 778,674  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

7


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

    For the                        
    Six Months Ended   For the   For the   For the   For the   For the   For the
    October 31, 2016   Year Ended   Year Ended   Seven Months Ended   Year Ended   Year Ended   Year Ended
    (Unaudited)   April 30, 2016   April 30, 2015   April 30, 2014(1)(2)   September 30, 2013(2)    September 30, 2012(2)    September 30, 2011(2) 

Per Share Operating Performance

                           

Net asset value, beginning of period

    $ 8.66       $ 10.01       $ 11.92       $ 11.19       $ 8.72       $ 7.09       $ 7.69  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(3)

      0.09         0.14         0.15         0.14         0.17         0.12         0.14  

Net realized and unrealized gain/(loss) on investments

      (0.20 )       (1.15 )       0.79         2.08         2.43         1.66         (0.81 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

      (0.11 )       (1.01 )       0.94         2.22         2.60         1.78         (0.67 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                           

Net investment income

              (0.04 )       (0.22 )       (0.13 )       (0.13 )       (0.16 )       (0.05 )

Net realized gains

              (0.30 )       (2.63 )       (1.36 )                        
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

              (0.34 )       (2.85 )       (1.49 )       (0.13 )       (0.16 )       (0.05 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Adviser Contribution

                                              0.01         0.12  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees added to paid-in capital(3)

                                                      0.00 (4)
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

    $ 8.55       $ 8.66       $ 10.01       $ 11.92       $ 11.19       $ 8.72       $ 7.09  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(5)

      (1.27 )%       (10.09 )%       8.81 %       20.54 %       30.16 %       25.38 %(6)       (7.25 )%(6)

Ratio/Supplemental Data

                           

Net assets, end of period (in thousands)

    $ 33,852       $ 44,822       $ 58,645       $ 59,166       $ 45,540       $ 26,060       $ 17,003  

Ratio of expenses to average net assets

      0.95 %(7)       0.95 %       0.95 %       0.95 %(7)       0.95 %       0.95 %       0.95 %

Ratio of expenses to average net assets without waivers and expense reimbursements(8)

      1.38 %(7)       1.31 %       1.23 %       1.18 %(7)       1.25 %       1.74 %       1.74 %

Ratio of net investment income to average net assets

     
 
2.15
 
%(7)
 
      1.54 %       1.31 %       2.09 %(7)       1.70 %       1.50 %       1.68 %

Portfolio turnover rate

      43.73 %(9)       95.16 %       102.75 %       53.87 %(9)       103.55 %       118.67 %       102.57 %

 

(1)  The Fund changed its fiscal year end to April 30.
(2)  Effective prior to the opening of business on March 24, 2014, the Fund acquired substantially all of the assets and liabilities of the Mount Lucas U.S. Focused Equity Fund, a series of Scotia Institutional Funds (the “Predecessor Fund”). The financial highlights for the periods prior to that date reflects the performance of the Predecessor Fund.
(3)  Calculated based on the average number of shares outstanding during the period.
(4) Amount is less than $0.005 per share.
(5)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized.
(6)  Absent a capital contribution between the Predecessor Fund and the investment adviser to the Predecessor Fund, total returns would have been 25.23% and (8.82)% for the years ended September 30, 2012 and 2011, respectively.
(7)  Annualized.
(8)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(9)  Not annualized.

The accompanying notes are an integral part of the financial statements.

 

8


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Mount Lucas U.S. Focused Equity Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class I shares and Class II shares. As of October 31, 2016, Class II shares have not been issued.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

• Level 1 —

 

quoted prices in active markets for identical securities;

• Level 2 —

 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 —

 

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016 in valuing the Fund’s investments carried at fair value:

 

                   Level 2      Level 3         
            Level 1      Other Significant      Significant         
     Total Value at      Quoted      Observable      Unobservable         
     10/31/16      Price      Inputs      Inputs         

Common Stocks*

   $ 33,670,584       $ 33,670,584       $       $      
  

 

 

    

 

 

    

 

 

    

 

 

    

 

        * Please refer to Portfolio of Investments for details on portfolio holdings.

 

9


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investment. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

 

10


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Related Parties and Other Service Providers

Mount Lucas Management LP (“Mount Lucas” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is entitled to an investment advisory fee of 0.75% (on an annualized basis), which is calculated daily and paid monthly based on the average daily net assets of the Fund. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, “Acquired Fund” fees and expenses, extraordinary items, brokerage commissions and interest) do not exceed 0.95% (on an annual basis) of the Fund’s average daily net assets of Class I shares (the “Expense Limitation”). The Expense Limitation shall remain in effect until August 31, 2018, unless the Board of Trustees of the Trust approves its earlier termination. Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. As of October 31, 2016, the amount of potential recovery was as follows:

 

Expiration

April 30, 2017

 

April 30, 2018

    

April 30, 2019

 

April 30, 2020

   $22,635

  $164,223      $184,461   $87,147   

For the six months ended October 31, 2016, the Adviser earned advisory fees of $153,516 and waived fees of $87,147.

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund pursuant to an underwriting agreement between the Trust and the Underwriter.

 

11


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $5,428. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 17,595,474       $ 27,676,922   

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Six Months Ended              
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016  
     Shares     Value     Shares     Value  

Class I

        

Sales

     100,774      $ 863,957        706,223      $ 6,538,683   

Reinvestments

                   214,260        1,900,489   

Redemptions

     (1,317,723     (11,373,312     (1,599,720     (14,505,808
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Decrease

     (1,216,949   $ (10,509,355     (679,237   $ (6,066,636
  

 

 

   

 

 

   

 

 

   

 

 

 

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $747,034 of ordinary income dividends and $1,175,596 of long-term capital gains dividends. For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $2,459,636 of ordinary income dividends and $10,582,127 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

 

12


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

        Capital Loss   Undistributed   Undistributed   Unrealized           Other Book/Tax                
        Carryforward   Ordinary Income   Long-Term Gain   Depreciation       Differences            

        $(610,729)

  $782,076   $—   $(34,730)   $(3,805,468)        

The differences between the book and tax basis unrealized depreciation are attributable primarily to the tax deferral of losses on wash sales. Other book/tax differences are attributed to the treatment of organizational and start-up costs and late year loss deferrals.

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

    

Federal tax cost*

   $ 34,013,524     
  

 

 

   

Gross unrealized appreciation

   $ 961,335     

Gross unrealized depreciation

     (1,304,275  
  

 

 

   

Net unrealized depreciation

   $ (342,940  
  

 

 

   

 

*

Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

 

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had long-term capital loss deferrals of $3,233,111 and short-term capital loss deferrals of $568,955, which is included in other book/tax differences above.

Accumulated capital losses represent net capital loss carry forwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund had a capital loss carryforward of $610,729, of which $429,547 are long-term losses and $181,182 are short-term losses and have an unlimited period of capital loss carryforward.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

13


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (844) 261-6483 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

14


Investment Adviser

Mount Lucas Management LP

405 South State Street

Newtown, PA 18940

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

    LUC-1016


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Semi-Annual Report

Performance Data

October 31, 2016 (Unaudited)

 

Credit Quality as of October 31, 2016

(as a percentage of total investments)

 

LOGO

 

Credit quality ratings are primarily sourced from Moody’s but in the event that Moody’s has not assigned a rating, the Fund will use S&P or Fitch. If these ratings are in conflict, S&P will be used before Fitch. If none of the major rating agencies have assigned a rating, the Fund will assign a rating of NR (non-rated security). The ratings represent their (Moody’s, S&P, and Fitch) opinions as to the quality of the underlying securities in the Fund, and not the Fund itself. The ratings range from AAA (extremely strong capacity to meet financial commitment) to D (in default). Ratings are relative and subjective and are not absolute standards of quality. A pre-refunded bond is secured by an escrow fund of U.S. government obligations (i.e. Treasury securities) and assumes the superior credit rating of the government obligation. The ratings do not predict performance and are subject to change.

  

Investment Style

 

High-quality, intermediate-term, tax-exempt

 

Investment Objective

 

The Pacific Capital Tax-Free Securities Fund (the “Fund”) seeks high current income that is exempt from federal and Hawaii income tax by normally investing at least 80% of its net assets in investment grade municipal obligations. The Fund normally invests greater than 50% of its assets in Hawaii municipal obligations — debt securities issued by or on behalf of the State of Hawaii and its political subdivisions, agencies and instrumentalities that pay interest which is exempt from Hawaii income tax as well as federal income tax.

 

Investment Considerations

 

Income received from the Fund may be subject to certain state and local taxes and, depending on one’s tax status, to the federal alternative minimum tax. Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss. Generally, bond prices and values fall when interest rates rise, and vice versa. The longer the average maturity of the Fund’s portfolio, the greater the fluctuation in value. Since the Fund invests significantly in securities of issuers in Hawaii, it will also be affected by a variety of Hawaii’s economic and political factors. The values of any of the Fund’s investments may also decline in response to events affecting the issuer or its credit rating.

 

Investment Process

 

  Top-down macroeconomic analysis of interest rate trends

 

  Bottom-up credit research to identify high quality bonds

 

Investment Management

 

Advised by Asset Management Group of Bank of Hawaii (“AMG”)

 

•   As of October 31, 2016, AMG manages $1,371 million in mutual fund assets. In addition, AMG personnel also manage approximately $1.5 billion in assets on behalf of Bank of Hawaii clients.

 

 

1


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Semi-Annual Report

Performance Data (Concluded)

October 31, 2016 (Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016

       
      Six Months*   1 Year   3 Year   5 Year   10 Year  

Class Y

   0.44%   3.31%   4.07%   3.63%     3.76%   

Barclays Capital Hawaii Municipal
Bond Index

   0.23%   3.64%   4.39%   3.98%     4.49%   

*Not Annualized

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. To obtain performance information current to the most recent month end, please call (888) 678-6034.

As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 0.30%, and the Fund’s “Total Annual Fund Operating Expenses After Fee Waiver and/or Reimbursement” are 0.10%, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered in this report. The Adviser has agreed to waive its advisory fee (the “Waiver”) until August 31, 2017. The Waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees of FundVantage Trust (the “Trust”). Additional information pertaining to the Fund’s expense ratio for the period ended October 31, 2016 can be found in the financial highlights.

Before the Fund commenced operations, all of the assets of the Tax-Free Securities Fund, a series of Pacific Capital Funds (the “Predecessor Fund”), were transferred to the Fund in a tax-free reorganization (the “Reorganization”). Performance presented prior to June 28, 2010 reflects the performance of the Predecessor Fund.

Total returns reflect the waiver of advisory fees. Had these waivers not been in effect, performance quoted would have been lower.

The performance of the Fund is measured against the Barclays Capital Hawaii Municipal Bond Index, a rules-based, market-value weighted index engineered for the long-term tax-exempt Hawaii bond market. The index has four main sectors: general obligation bonds, revenue bonds, insured bonds and prerefunded bonds. The index is unmanaged and does not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index.

The Fund is distributed by Foreside Funds Distributors LLC. The Asset Management Group of Bank of Hawaii is the investment adviser to the Fund and receives a fee for its services.

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.

 

2


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Semi-Annual Report

Performance Data

October 31, 2016 (Unaudited)

 

Credit Quality as of October 31, 2016

(as a percentage of total investments)

 

LOGO

 

Credit quality ratings are primarily sourced from Moody’s but in the event that Moody’s has not assigned a rating, the Fund will use S&P or Fitch. If these ratings are in conflict, S&P will be used before Fitch. If none of the major rating agencies have assigned a rating, the Fund will assign a rating of NR (non-rated security). The ratings represent their (Moody’s, S&P, and Fitch) opinions as to the quality of the underlying securities in the Fund, and not the Fund itself. The ratings range from AAA (extremely strong capacity to meet financial commitment) to D (in default). Ratings are relative and subjective and are not absolute standards of quality. A pre-refunded bond is secured by an escrow fund of U.S. government obligations (i.e. Treasury securities) and assumes the superior credit rating of the government obligation. The ratings do not predict performance and are subject to change.

  

Investment Style

 

High-quality, short-intermediate term, tax-exempt

 

Investment Objective

 

The Pacific Capital Tax-Free Short Intermediate Securities Fund (the “Fund”) seeks high current income that is exempt from federal and Hawaii income tax by normally investing at least 80% of its net assets in investment grade municipal obligations. The Fund normally invests greater than 50% of its assets in Hawaii municipal obligations — debt securities issued by or on behalf of the State of Hawaii and its political subdivisions, agencies and instrumentalities that pay interest which is exempt from Hawaii income tax as well as federal income tax. The Fund seeks to provide greater price stability than a long-term bond fund.

 

Investment Considerations

 

Income received from the Fund may be subject to certain state and local taxes and, depending on one’s tax status, to the federal alternative minimum tax. Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss. Generally, bond prices and values fall when interest rates rise, and vice versa. Intermediate term, higher-quality bonds generally offer less risk than longer-term bonds and a lower rate of return. Since the Fund invests significantly in securities of issuers in Hawaii, it will also be affected by a variety of Hawaii’s economic and political factors. The values of any of the Fund’s investments may also decline in response to events affecting the issuer or its credit rating.

 

Investment Process

 

  Top-down macroeconomic analysis of interest rate trends

 

  Bottom-up credit research to identify high quality bonds

 

Investment Management

 

Advised by Asset Management Group of Bank of Hawaii (“AMG”)

 

•   As of October 31, 2016, AMG manages $1,371 million in mutual fund assets. In addition, AMG personnel also manage approximately $1.5 billion in assets on behalf of Bank of Hawaii clients.

 

 

3


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Semi-Annual Report

Performance Data (Concluded)

October 31, 2016 (Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016        
      Six Months*   1 Year   3 Year   5 Year   10 Year  

Class Y

   0.13%   1.13%   1.31%   1.23%     1.94%   

Barclays Capital Hawaii 3-Year Municipal Bond Index

   0.06%   0.81%   1.08%   1.35%     2.73%   

*Not Annualized

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. To obtain performance information current to the most recent month end, please call (888) 678-6034.

As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 0.35%, and the Fund’s “Total Annual Fund Operating Expense After Fee Waiver and/or Reimbursement” are 0.15%, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered in this report. The Adviser has agreed to waive its advisory fee (the “Waiver”) until August 31, 2017. The Waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees of FundVantage Trust (the “Trust”). Additional information pertaining to the Fund’s expense ratio for the period ended October 31, 2016 can be found in the financial highlights.

Before the Fund commenced operations, all of the assets of the Tax-Free Short Intermediate Securities Fund, a series of Pacific Capital Funds (the “Predecessor Fund”), were transferred to the Fund in a tax-free reorganization (the “Reorganization”). Performance presented prior to June 28, 2010 reflects the performance of the Predecessor Fund.

Total returns reflect the waiver of advisory fees. Had these waivers not been in effect, performance quoted would have been lower.

The performance of the Fund is measured against the Barclays Capital Hawaii 3-Year Municipal Bond Index, which is the 2-4 year component of the Barclays Capital Hawaii Municipal Bond Index and is a rules-based, market-value weighted index engineered for the Hawaii tax-exempt bond market. The index has four main sectors: general obligation bonds, revenue bonds, insured bonds, and prerefunded bonds. The index is unmanaged and does not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index.

The Fund is distributed by Foreside Funds Distributors LLC. The Asset Management Group of Bank of Hawaii is the investment adviser to the Fund and receives a fee for its services.

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.

 

4


PACIFIC CAPITAL FUNDS

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line for each Fund in the accompanying table provides information about 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 of the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line for each Fund in the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 the Fund(s) and other funds. To do so, compare 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 transactional costs. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

5


PACIFIC CAPITAL FUNDS

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

          Beginning               
          Account
Value
  

Ending

Account Value

   Expenses Paid    Expense Ratio
          May 1, 2016    October 31, 2016    During Period*    During Period**

Pacific Capital Tax-Free Securities Fund

                        

Actual Fund Return

       Class Y        $ 1,000.00        $ 1,004.40        $ 0.51          0.10 %

Hypothetical Fund Return (5% return before expenses)

       Class Y          1,000.00          1,024.70          0.51          0.10 %

Pacific Capital Tax-Free Short Intermediate Securities Fund

                        

Actual Fund Return

       Class Y        $ 1,000.00        $ 1,001.30        $ 1.21          0.24 %

Hypothetical Fund Return (5% return before expenses)

       Class Y          1,000.00          1,024.00          1.22          0.24 %

 

*

Expense are equal to an annualized expense ratio for the six-month period ended October 31, 2016, multiplied by average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Funds’ ending account values on the first line in each table are based on the actual six-month total returns of 0.44% for the Pacific Capital Tax-Free Securities Fund and 0.13% for the Pacific Capital Tax-Free Short Intermediate Securities Fund.

 

**

Annualized.

 

6


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments

October 31, 2016

(Unaudited)

 

     Principal         
      Amount ($)           Value ($)      

MUNICIPAL BONDS — 98.1%

     

Alaska — 0.1%

     

Matanuska-Susitna AK, Prerefunded
09/01/19 at 100,
6.00%, 09/01/28, (AGC Insured)

     380,000         432,839   
     

 

 

 

Arizona — 2.1%

     

Phoenix Civic Improvement Corp., Civic Plaza, Convertible CAB, Series B,
5.50%, 07/01/31,
(NATL-RE, FGIC Insured)

     5,000,000         6,635,350   
     

 

 

 

California — 1.2%

     

Norwalk-La Mirada Unified School District GO, CAB, Series B,
0.00%, 08/01/27,
(AGM-CR, FGIC Insured)

     5,000,000         3,736,300   
     

 

 

 

Florida — 0.2%

     

Orlando Utilities Commission, Water and Electric Revenue, Series D, ETM,
6.75%, 10/01/17

     640,000         674,797   
     

 

 

 

Georgia — 1.1%

     

Metropolitan Atlanta Rapid Transit Authority, Series C,
Callable 07/01/26 at 100,
5.00%, 07/01/29

     1,620,000         2,017,597   

Municipal Electric Authority Power Revenue, Series W, Unrefunded Portion,
6.60%, 01/01/18,
(NATL-RE, IBC, BNYM Insured)

     1,395,000         1,445,471   
     

 

 

 
        3,463,068   
     

 

 

 

 

     Principal         
      Amount ($)           Value ($)      

MUNICIPAL BONDS — (Continued)

  

  

Guam — 0.6%

     

Territory Of Guam, Series A, Prerefunded
11/15/19 at 100,
6.75%, 11/15/29

     1,775,000         2,083,264   
     

 

 

 

Hawaii — 83.5%

     

Hawaii County GO, Anticipation Note, Series D,
1.73%, 06/28/17

     8,000,000         8,008,320   

Hawaii County GO, Series A,
5.25%, 07/15/17

     500,000         515,890   

Hawaii County GO, Series A,
Callable 07/15/18 at 100,
6.00%, 07/15/26

     1,655,000         1,797,645   

Hawaii County GO, Series A,
Callable 03/01/20 at 100,
4.00%, 03/01/28

     2,470,000         2,705,959   

Hawaii County GO, Series A,
Callable 09/01/22 at 100,
5.00%, 09/01/29

     500,000         594,225   

Hawaii County GO, Series D,
5.00%, 09/01/24

     1,450,000         1,802,886   

Hawaii County GO, Series D,
Callable 03/01/26 at 100,
5.00%, 09/01/28

     1,000,000         1,244,470   

Hawaii County GO, Series E,
5.00%, 09/01/24

     1,000,000         1,243,370   

Hawaii Housing Finance & Development Corp., Multi-Family Housing, Iwilei Apartments, Series A, Callable 01/01/31 at 100,
3.75%, 01/01/31, (FHLMC Insured)

     3,120,000         3,284,955   
 

The accompanying notes are an integral part of the financial statements.

 

7


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii Housing Finance & Development Corp., Series B,
Callable 07/01/21 at 100,
3.88%, 07/01/25,
(GNMA/FNMA Insured)

    3,880,000        4,161,882   

Hawaii State Airports System Revenue, AMT, Callable
08/01/23 at 100,
5.00%, 08/01/28

    400,000        458,756   

Hawaii State Airports System Revenue, Series A,
Callable 07/01/20 at 100,
5.00%, 07/01/22

    2,700,000        3,062,232   

Hawaii State Airports System Revenue, Series A,
Callable 07/01/20 at 100,
5.25%, 07/01/28

    1,010,000        1,150,229   

Hawaii State Airports System Revenue, AMT,
Callable 07/01/21 at 100,
5.00%, 07/01/23

    3,500,000        3,963,330   

Hawaii State Airports System Revenue, Series A,
Callable 07/01/20 at 100,
5.25%, 07/01/29

    2,040,000        2,318,521   

Hawaii State Airports System Revenue, Series A,
5.25%, 07/01/20

    1,320,000        1,514,991   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State Airports System Revenue, Series A, Callable 07/01/20 at 100,
5.25%, 07/01/21

    1,000,000        1,143,460   

Hawaii State Department of Budget & Finance Revenue, Hawaii Pacific Health Obligation,
4.00%, 07/01/23

    500,000        569,425   

Hawaii State Department of Budget & Finance Revenue, Hawaii Pacific Health Obligation, Callable 07/01/23 at 100,
5.00%, 07/01/26

    1,330,000        1,558,627   

Hawaii State Department of Budget & Finance, Special Purpose Revenue, Kahala Nui, Callable 11/15/22 at 100,
5.00%, 11/15/27

    1,390,000        1,557,023   

Hawaii State Department of Budget & Finance, Special Purpose Revenue, Kahala Nui, Callable 11/15/22 at 100,
5.13%, 11/15/32

    550,000        610,214   

Hawaii State Department of Budget & Finance, Series A, Queens Health System, Callable 07/01/25 at 100,
5.00%, 07/01/35

    10,000,000        11,833,200   
 

 

The accompanying notes are an integral part of the financial statements.

 

8


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State Department of Hawaiian Home Lands Revenue,
5.00%, 04/01/18

    775,000        816,641   

Hawaii State GO, Series DJ, Unrefunded portion, Callable 04/01/17 at 100,
5.00%, 04/01/19, (AMBAC Insured)

    890,000        905,904   

Hawaii State GO, Series DJ, Prerefunded 04/01/17 at 100,
5.00%, 04/01/19, (AMBAC Insured)

    110,000        111,966   

Hawaii State GO, Series DJ, Prerefunded 04/01/17 at 100,
5.00%, 04/01/22, (AMBAC Insured)

    980,000        997,513   

Hawaii State GO, Series DJ, Unrefunded portion, Callable 04/01/17 at 100,
5.00%, 04/01/22, (AMBAC Insured)

    140,000        142,502   

Hawaii State GO, Series DK,
5.00%, 05/01/17

    4,000,000        4,085,560   

Hawaii State GO, Series DK,
Prerefunded 05/01/18 at 100,
5.00%, 05/01/23

    2,390,000        2,538,443   

Hawaii State GO, Series DK,
Prerefunded 05/01/18 at 100,
5.00%, 05/01/23

    710,000        754,098   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State GO, Series DK,
Prerefunded 05/01/18 at 100, 5.00%, 05/01/28

    2,985,000        3,170,398   

Hawaii State GO, Series DK, Unrefunded portion, Callable 05/01/18 at 100,
5.00%, 05/01/23

    75,000        79,658   

Hawaii State GO, Series DK, Unrefunded portion, Callable 05/01/18 at 100,
5.00%, 05/01/28

    75,000        79,658   

Hawaii State GO, Series DQ, Prerefunded 06/01/19 at 100,
5.00%, 06/01/23

    1,660,000        1,829,436   

Hawaii State GO, Series DT,
5.00%, 11/01/16

    1,900,000        1,900,000   

Hawaii State GO, Series DT,
5.00%, 11/01/19

    3,000,000        3,351,240   

Hawaii State GO, Series DZ,
Prerefunded 12/01/21 at 100,
5.00%, 12/01/22

    155,000        183,762   

Hawaii State GO, Series DZ,
Prerefunded 12/01/21 at 100,
5.00%, 12/01/23

    875,000        1,037,365   

Hawaii State GO, Series DZ,
Prerefunded 12/01/21 at 100,
5.00%, 12/01/26

    1,150,000        1,363,394   

Hawaii State GO, Series DZ,
Prerefunded 12/01/21 at 100,
5.00%, 12/01/27

    2,150,000        2,548,954   
 

 

The accompanying notes are an integral part of the financial statements.

 

9


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State GO, Series DZ, Prerefunded 12/01/21 at 100,
5.00%, 12/01/27

    1,620,000        1,920,607   

Hawaii State GO, Series DZ, Prerefunded 12/01/21 at 100,
5.00%, 12/01/29

    1,700,000        2,015,452   

Hawaii State GO, Series DZ, Prerefunded 12/01/21 at 100,
5.00%, 12/01/30

    1,765,000        2,092,514   

Hawaii State GO, Series DZ, Prerefunded 12/01/21 at 100,
5.00%, 12/01/31

    1,730,000        2,051,019   

Hawaii State GO, Series DZ, Unrefunded portion, Callable 12/01/21 at 100,
5.00%, 12/01/27

    730,000        859,940   

Hawaii State GO, Series DZ, Unrefunded portion, Callable 12/01/21 at 100,
5.00%, 12/01/29

    300,000        352,110   

Hawaii State GO, Series DZ,
Unrefunded portion, Callable 12/01/21 at 100,
5.00%, 12/01/30

    1,235,000        1,446,222   

Hawaii State GO, Series DZ,
Unrefunded portion, Callable 12/01/21 at 100,
5.00%, 12/01/31

    1,070,000        1,250,145   

Hawaii State GO, Series EA,
5.00%, 12/01/19

    265,000        296,789   

Hawaii State GO, Series EA,
5.00%, 12/01/21

    2,000,000        2,366,780   

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State GO, Series EE,
4.00%, 11/01/17

    450,000        464,553   

Hawaii State GO, Series EE, Prerefunded 11/01/22 at 100,
5.00%, 11/01/24

    1,605,000        1,944,329   

Hawaii State GO, Series EE, Prerefunded 11/01/22 at 100,
5.00%, 11/01/26

    1,435,000        1,738,388   

Hawaii State GO, Series EE, Prerefunded 11/01/22 at 100,
5.00%, 11/01/27

    645,000        783,159   

Hawaii State GO, Series EE, Prerefunded 11/01/22 at 100,
5.00%, 11/01/28

    740,000        896,451   

Hawaii State GO, Series EE, Unrefunded portion, Callable 11/01/22 at 100,
5.00%, 11/01/24

    155,000        187,770   

Hawaii State GO, Series EE, Unrefunded portion, Callable 11/01/22 at 100,
5.00%, 11/01/26

    1,450,000        1,750,991   

Hawaii State GO, Series EE, Unrefunded portion, Callable 11/01/22 at 100,
5.00%, 11/01/27

    180,000        216,790   

Hawaii State GO, Series EE,
Unrefunded portion, Callable 11/01/22 at 100,
5.00%, 11/01/28

    360,000        432,432   

Hawaii State GO, Series EH,
5.00%, 08/01/23

    455,000        558,089   
 

The accompanying notes are an integral part of the financial statements.

 

10


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

   

Hawaii State GO, Series EH,
5.00%, 08/01/23

    445,000        546,785   

Hawaii State GO, Series EH, Callable 08/01/23 at 100,
5.00%, 08/01/24

    1,000,000        1,217,239   

Hawaii State GO, Series EL,
5.00%, 08/01/23

    1,000,000        1,226,570   

Hawaii State GO, Series EO, Callable 08/01/24 at 100,
5.00%, 08/01/32

    1,285,000        1,542,912   

Hawaii State GO, Series EO,
Prerefunded 08/01/24 at 100, 5.00%, 08/01/26

    140,000        174,885   

Hawaii State GO, Series EO, Unrefunded portion, Callable 08/01/24 at 100,
5.00%, 08/01/26

    1,560,000        1,933,308   

Hawaii State GO, Series EP,
5.00%, 08/01/24

    1,000,000        1,246,700   

Hawaii State GO, Series ET,
4.00%, 10/01/22

    1,000,000        1,150,680   

Hawaii State GO, Series EW,
5.00%, 10/01/18

    2,000,000        2,155,000   

Hawaii State GO, Series EY, Callable 10/01/25 at 100,
5.00%, 10/01/27

    2,980,000        3,742,284   

Hawaii State GO, Series EZ,
5.00%, 10/01/21

    4,000,000        4,712,320   

Hawaii State GO, Series FB,
5.00%, 04/01/25

    5,000,000        6,292,500   

Hawaii State GO, Series FB, Callable 04/01/26 at 100,
4.00%, 04/01/29

    4,000,000        4,525,400   

Hawaii State GO, Series FG,
Callable 10/01/26 at 100,
5.00%, 10/01/30

    10,000,000        12,370,500   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

   

Hawaii State Harbor System Revenue, Series A,
5.00%, 07/01/17

    185,000        190,023   

Hawaii State Harbor System Revenue, Series A, Callable 07/01/20 at 100,
4.75%, 07/01/24

    220,000        244,376   

Hawaii State Harbor System Revenue, Series A, Callable 07/01/20 at 100,
5.63%, 07/01/40

    3,000,000        3,404,730   

Hawaii State Highway Revenue, Series A,
4.00%, 01/01/19

    380,000        404,814   

Hawaii State Highway Revenue, Series A,
5.00%, 01/01/21, (BAM Insured)

    1,250,000        1,445,525   

Hawaii State Highway Revenue, Series A, Callable 01/01/22 at 100,
5.00%, 01/01/27

    5,490,000        6,512,787   

Hawaii State Highway Revenue, Series A, Callable 01/01/22 at 100,
5.00%, 01/01/28

    1,120,000        1,328,656   

Hawaii State Highway Revenue, Series B, Callable 07/01/26 at 100,
5.00%, 01/01/29

    5,000,000        6,251,850   

Honolulu City & County Board of Water Supply System Revenue, Series A,
5.00%, 07/01/24

    500,000        621,290   
 

 

The accompanying notes are an integral part of the financial statements.

 

11


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Honolulu City & County Board of Water Supply System Revenue, Series A, Callable 07/01/24 at 100,
5.00%, 07/01/27

    300,000        366,006   

Honolulu City & County Board of Water Supply System Revenue, Series A, Callable 07/01/22 at 100,
5.00%, 07/01/26

    3,125,000        3,722,062   

Honolulu City & County Board of Water Supply, System Revenue, Series A, Callable 07/01/24 at 100,
5.00%, 07/01/25

    1,500,000        1,860,210   

Honolulu City & County GO, Series A,
5.00%, 11/01/18

    1,015,000        1,096,231   

Honolulu City & County GO, Series A,
Callable 07/01/17 at 100,
5.00%, 07/01/21, (AGM Insured)

    4,000,000        4,112,680   

Honolulu City & County GO, Series A,
5.00%, 11/01/22

    2,000,000        2,416,440   

Honolulu City & County GO, Series A, Callable 04/01/19 at 100,
5.00%, 04/01/24

    1,110,000        1,217,737   

Honolulu City & County GO, Series A, Callable 11/01/22 at 100,
5.00%, 11/01/25

    4,855,000        5,838,041   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Honolulu City & County GO, Series A, Callable 11/01/22 at 100,
5.00%, 11/01/26

    3,365,000        4,042,038   

Honolulu City & County GO, Series A, Callable 10/01/25 at 100,
5.00%, 10/01/31

    2,175,000        2,633,968   

Honolulu City & County GO, Series A, Callable 11/01/22 at 100,
5.00%, 11/01/32

    1,970,000        2,342,724   

Honolulu City & County GO, Series A, Callable 10/01/25 at 100,
5.00%, 10/01/35

    3,000,000        3,564,090   

Honolulu City & County GO, Series A, Callable 10/01/25 at 100,
5.00%, 10/01/39

    1,000,000        1,178,460   

Honolulu City & County GO, Series A, Refunding,
5.00%, 04/01/18

    4,790,000        5,064,706   

Honolulu City & County GO, Series A, Refunding,
5.00%, 04/01/18

    210,000        222,167   

Honolulu City & County GO, Series A, Refunding,
5.00%, 10/01/19

    1,000,000        1,113,250   

Honolulu City & County GO, Series A, Refunding, Callable 11/01/22 at 100,
4.00%, 11/01/37

    1,000,000        1,084,760   

Honolulu City & County GO, Series B,
5.00%, 10/01/18

    1,000,000        1,077,500   
 

 

The accompanying notes are an integral part of the financial statements.

 

12


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Honolulu City & County GO,
Series B,
5.00%, 12/01/18

    1,000,000        1,083,120   

Honolulu City & County GO,
Series B,
5.00%, 08/01/19

    1,175,000        1,300,890   

Honolulu City & County
GO, Series B,
5.00%, 10/01/22

    1,000,000        1,206,060   

Honolulu City & County GO, Series B, Callable 11/01/23 at 100,
5.00%, 11/01/23

    2,000,000        2,424,140   

Honolulu City & County GO, Series B, Callable 12/01/20 at 100,
5.00%, 12/01/25

    2,280,000        2,627,700   

Honolulu City & County GO, Series B, Refunding,
5.00%, 10/01/25

    2,300,000        2,899,104   

Honolulu City & County GO, Series C, Refunding, Callable 10/01/25 at 100,
5.00%, 10/01/27

    2,000,000        2,487,480   

Honolulu City & County GO, Series C, Refunding, Callable 10/01/25 at 100,
5.00%, 10/01/29

    3,500,000        4,282,670   

Honolulu City & County GO, Series D, Callable 09/01/19 at 100,
4.00%, 09/01/21

    250,000        270,492   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Honolulu City & County Waste Water System Revenue, 1st Bond Resolution, Series A, Callable 07/01/17 at 100,
5.00%, 07/01/31, (NATL-RE Insured)

    3,500,000        3,598,595   

Honolulu City & County Waste Water System Revenue, Junior Series A, Refunding, Callable 07/01/25 at 100,
5.00%, 07/01/30

    4,000,000        4,847,120   

Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Refunding,
5.00%, 07/01/20

    250,000        285,082   

Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Refunding, Callable 07/01/25 at 100,
5.00%, 07/01/26

    3,000,000        3,736,680   

Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Refunding, Callable 07/01/25 at 100,
5.00%, 07/01/27

    2,000,000        2,496,540   

Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Series B, Refunding,
4.00%, 07/01/19

    1,000,000        1,079,120   
 

 

The accompanying notes are an integral part of the financial statements.

 

13


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Series B, Refunding,
4.00%, 07/01/21

    1,520,000        1,712,356   

Kauai County GO, Series A,
5.00%, 08/01/19

    250,000        276,140   

Kauai County GO, Series A,
5.00%, 08/01/22

    315,000        376,608   

Kauai County GO, Series A, Callable 08/01/21 at 100,
3.25%, 08/01/23

    1,000,000        1,066,110   

Kauai County GO, Series A, Callable 08/01/22 at 100,
3.13%, 08/01/27

    1,295,000        1,360,708   

Maui County GO, Refunding,
5.00%, 06/01/20

    3,075,000        3,508,544   

Maui County GO, Refunding,
5.00%, 06/01/21

    1,400,000        1,644,468   

Maui County GO, Refunding,
5.00%, 06/01/23

    300,000        369,546   

Maui County GO, Series A, Prerefunded 07/01/17 at 100,
5.00%, 07/01/19

    1,000,000        1,028,170   

University of Hawaii Revenue, Series A, Callable 10/01/19 at 100,
5.25%, 10/01/34

    1,000,000        1,106,410   

University of Hawaii Revenue, Series A-2,
4.00%, 10/01/19

    1,170,000        1,264,840   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

University of Hawaii Revenue, Series B, Refunding,
4.00%, 10/01/24

    665,000        774,020   

University of Hawaii Revenue, Series B, Refunding, Callable 10/01/25 at 100,
5.00%, 10/01/35

    1,000,000        1,198,580   

University of Hawaii Revenue, Series B-2,
5.00%, 10/01/18

    1,310,000        1,411,276   

University of Hawaii Revenue, Series E, Refunding,
5.00%, 10/01/24

    4,600,000        5,692,270   

University of Hawaii Revenue, Series E, Refunding, Callable 10/01/26 at 100,
5.00%, 10/01/29

    1,000,000        1,237,050   
   

 

 

 
      269,466,725   
   

 

 

 

Illinois — 1.3%

   

Illinois Municipal Electric Agency Power Supply Revenue,
Series C,
5.25%, 02/01/21, (NATL-RE, FGIC Insured)

    3,665,000        4,234,578   
   

 

 

 

Maine — 0.8%

   

Maine State GO, Series B,
5.00%, 06/01/24

    2,000,000        2,489,900   
   

 

 

 

Massachusetts — 1.9%

   

Commonwealth of Massachusetts GO, Series A,
Callable 07/01/26 at 100,
5.00%, 07/01/28

    1,720,000        2,152,339   
 

 

The accompanying notes are an integral part of the financial statements.

 

14


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Massachusetts — (Continued)

  

 

Commonwealth of Massachusetts GO, Series A, Callable 07/01/26 at 100,
5.00%, 07/01/29

    1,000,000        1,241,490   

Massachusetts State Department of Transportation, Metropolitan Highway System Revenue, Contract Assistance, Series B, Callable 01/01/20 at 100,
5.00%, 01/01/23

    2,500,000        2,807,050   
   

 

 

 
      6,200,879   
   

 

 

 

New Jersey — 0.1%

   

Passaic Valley Sewage Commissioner System Revenue Refunding, Series G,
5.75%, 12/01/21

    300,000        360,321   
   

 

 

 

New York — 0.4%

   

Metropolitan Transportation Authority, Series A1, Callable 05/15/26 at 100,
5.00%, 11/15/36

    1,115,000        1,305,754   
   

 

 

 

Ohio — 2.1%

   

Ohio State GO, Series A,
5.00%, 09/01/25

    2,395,000        3,026,825   

Ohio State, Infrastructure Improvement GO, Series A,
5.00%, 08/01/21

    1,000,000        1,174,220   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Ohio — (Continued)

   

Ohio Water Development Authority Water Pollution Control Loan Fund, Revenue, Series B,
5.00%, 12/01/22

    2,000,000        2,427,180   
   

 

 

 
      6,628,225   
   

 

 

 

Texas — 2.6%

   

Galveston County GO, CAB,
Series RD,
0.00%, 02/01/24, (NATL-RE)

    2,630,000        2,276,896   

Harris County GO, Series A,
5.00%, 10/01/25

    1,000,000        1,264,240   

Houston Water and Sewer System Revenue, Unrefunded Balance CAB, Junior Series A,
0.00%, 12/01/27, (AGM Insured)

    2,000,000        1,547,320   

San Antonio Electric & Gas Revenue, Series A,
5.00%, 02/01/18

    2,000,000        2,102,500   

Texas State Transportation Commission Mobility Fund GO, Callable 10/01/24 at 100,
5.00%, 10/01/27

    1,000,000        1,224,960   
   

 

 

 
      8,415,916   
   

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

15


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

 

     Principal         
     Amount ($)      Value ($)  

MUNICIPAL BONDS — (Continued)

  

  

Washington — 0.1%

     

Clark County School District No 117 Camas, Callable 12/01/17 at 100,
5.00%, 12/01/25,
(AGM Insured)

     285,000         297,882   
     

 

 

 

TOTAL MUNICIPAL BONDS
(Cost $304,370,863)

        316,425,798   
     

 

 

 
     Shares         

REGISTERED INVESTMENT COMPANY — 0.7%

  

Dreyfus Government Cash Management Fund, Institutional Shares,0.28%(a)

     2,383,776          2,383,776   

TOTAL REGISTERED INVESTMENT COMPANY
(Cost $2,383,776)

         2,383,776   
        
     Value ($)  

TOTAL INVESTMENTS - 98.8%
(Cost $306,754,639)

     318,809,574   

OTHER ASSETS IN EXCESS
OF LIABILITIES - 1.2%

     3,877,397   
  

 

 

 

NET ASSETS - 100.0%

   $   322,686,971   
  

 

 

 

 

(a) 

Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016.

Portfolio holdings are subject to change at any time.

AGC    Assured Guaranty Corp.
AGM    Assured Guaranty Municipal Corp.
AGM-CR   

Assured Guaranty Municipal Corp.

Custodial Receipts

AMBAC    American Municipal Bond Assurance Corp.
AMT    Subject to Alternative Minimum Tax
BAM    Build America Mutual
BNYM    Bank of New York Mellon
CAB    Capital Appreciation Bond
ETM    Escrowed to Maturity
FGIC    Financial Guaranty Insurance Co.
FHLMC    Federal Home Loan Mortgage Corp.
FNMA    Federal National Mortgage Association
GNMA    Government National Mortgage Association
GO    General Obligation
IBC    Insurance Bond Certificate
NATL-RE    National Reinsurance Corp.
 

 

The accompanying notes are an integral part of the financial statements.

 

16


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — 96.8%

  

 

Alaska — 0.7%

   

Alaska State GO, Series A,
5.00%, 08/01/18

    500,000        533,680   
   

 

 

 

Colorado — 0.7%

   

Boulder County Sales and Use Tax Revenue, Open Space,
5.00%, 12/15/18, (MAC Insured)

    500,000        541,670   
   

 

 

 

Connecticut — 0.7%

   

State Connecticut Special Tax Revenue, Series B,
5.00%, 12/01/18

    500,000        540,700   
   

 

 

 

Florida — 0.9%

   

JEA Electric System Revenue, Sub-Series A,
5.00%, 10/01/18

    650,000        699,862   
   

 

 

 

Georgia — 1.4%

   

Georgia State GO, Series I,
5.00%, 11/01/17

    1,000,000        1,042,330   
   

 

 

 

Hawaii — 71.8%

   

Hawaii County GO, Anticipation Note, Series D,
1.73%, 06/28/17

    2,000,000        2,002,080   

Hawaii County GO, Series A,
Callable 07/15/18 at 100,
5.00%, 07/15/21

    120,000        128,322   

Hawaii County GO, Series B,
5.00%, 07/15/17, (AMBAC INSURED)

    300,000        309,012   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State Airports System Revenue, AMT,
Callable 08/01/2027 at 100, 5.00%, 08/01/27

    260,000        300,103   

Hawaii State Airports System Revenue, Refunding AMT,
5.00%, 07/01/19

    135,000        147,798   

Hawaii State Airports System Revenue, Refunding, AMT,
5.00%, 07/01/21

    2,000,000        2,290,640   

Hawaii State Airports System Revenue, Refunding, AMT,
Callable 07/01/21 at 100,
4.13%, 07/01/24

    500,000        545,885   

Hawaii State Department of Budget & Finance, Pacific Health Obligation,
5.00%, 07/01/17

    680,000        698,693   

Hawaii State Department of Budget & Finance, Pacific Health Obligation,
5.00%, 07/01/18

    680,000        724,336   

Hawaii State Department of Budget & Finance, Series A,
Queens Health System,
3.00%, 07/01/17

    2,000,000        2,030,140   

Hawaii State Department of Budget & Finance, Series A,
Queens Health System,
4.00%, 07/01/18

    600,000        629,268   
 

 

The accompanying notes are an integral part of the financial statements.

 

17


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State Department of Budget & Finance, Series A, Queens Health System,
4.00%, 07/01/19

    400,000        429,460   

Hawaii State GO, Prerefunded Series DN, Callable 08/01/18 at 100,
5.13%, 08/01/24

    275,000        295,160   

Hawaii State GO, Prerefunded Series EE, Callable 11/01/22 at 100,
5.00%, 11/01/24

    430,000        520,911   

Hawaii State GO, Refunding
Series EA,
5.00%, 12/01/18

    500,000        541,995   

Hawaii State GO, Refunding Series EF, Callable 11/01/22 at 100,
5.00%, 11/01/24

    960,000        1,162,963   

Hawaii State GO, Refunding Series EZ, Callable 10/01/25 at 100,
5.00%, 10/01/26

    500,000        631,180   

Hawaii State GO, Series FG,
3.00%, 10/01/20

    1,000,000        1,070,940   

Hawaii State GO, Unrefunded Series EE, Callable 11/01/22 at
100,
5.00%, 11/01/24

    70,000        84,799   

Hawaii State GO, Refunding, Series EF,
5.00%, 11/01/17

    750,000        781,672   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State GO, Refunding, Series EF,
5.00%, 11/01/18

    500,000        540,430   

Hawaii State GO, Refunding, Series EL,
3.00%, 08/01/17

    1,000,000        1,017,120   

Hawaii State GO, Refunding, Series EP,
5.00%, 08/01/19

    500,000        554,000   

Hawaii State GO, Refunding, Series EP,
5.00%, 08/01/20

    500,000        570,740   

Hawaii State GO, Refunding, Series EP,
5.00%, 08/01/22

    1,000,000        1,201,690   

Hawaii State GO, Series DQ,
5.00%, 06/01/17

    375,000        384,345   

Hawaii State GO, Series DT, 5.00%, 11/01/17

    200,000        208,446   

Hawaii State GO, Series DT,
5.00%, 11/01/19

    150,000        167,562   

Hawaii State GO, Series EA,
4.00%, 12/01/20

    1,000,000        1,113,630   

Hawaii State GO, Series EA,
Callable 12/01/23 at 100,
5.00%, 12/01/23

    1,000,000        1,184,470   

Hawaii State GO, Series EE,
4.00%, 11/01/22

    1,020,000        1,177,050   
 

 

The accompanying notes are an integral part of the financial statements.

 

18


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State GO, Series EH, Callable 08/01/23 at 100,
5.00%, 08/01/24

    1,000,000        1,217,240   

Hawaii State GO, Unrefunded Balance, Series DJ, Callable 04/01/17 at 100,
5.00%, 04/01/20,
(AMBAC INSURED)

    1,880,000        1,913,596   

Hawaii State Highway Revenue, Refunding, Series B,
4.00%, 01/01/18

    750,000        777,322   

Hawaii State Highway Revenue, Series A,
4.00%, 01/01/17

    325,000        326,765   

Hawaii State Highway Revenue, Series A,
4.00%, 01/01/18

    995,000        1,031,248   

Hawaii State Highway Revenue, Series A,
5.00%, 01/01/20

    500,000        561,575   

Hawaii State Highway Revenue, Series A,
5.00%, 01/01/21

    1,000,000        1,156,420   

Hawaii State Highway Revenue, Series A,
4.00%, 01/01/21

    1,000,000        1,115,890   

Hawaii State Highway Revenue, Series B,
5.25%, 07/01/18,
(AGM Insured)

    500,000        535,775   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Hawaii State Housing Finance & Development Corp., Series A,
2.35%, 07/01/17,
(GNMA/FNMA Insured)

    550,000        554,620   

Hawaii State Housing Finance & Development Corp., Series A,
2.70%, 07/01/18,
(GNMA/FNMA Insured)

    560,000        573,860   

Honolulu City & County Board of Water Supply System Revenue, Refunding, Series A,
5.00%, 07/01/23

    500,000        612,305   

Honolulu City & County Board of Water Supply System Revenue, Series A,
5.00%, 07/01/20

    320,000        363,299   

Honolulu City & County Board of Water Supply System Revenue, Series A,
5.00%, 07/01/22

    650,000        776,529   

Honolulu City & County GO,
Series A,
5.00%, 10/01/17

    1,000,000        1,038,890   

Honolulu City & County GO,
Series A,
5.00%, 04/01/18

    25,000        26,448   

Honolulu City & County GO,
Series A,
5.00%, 10/01/18

    1,000,000        1,077,500   
 

 

The accompanying notes are an integral part of the financial statements.

 

19


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Honolulu City & County GO, Series A,
5.00%, 11/01/18

    1,500,000        1,620,045   

Honolulu City & County GO, Series A,
3.00%, 11/01/18

    800,000        832,488   

Honolulu City & County GO, Series A,
3.00%, 10/01/19

    1,000,000        1,056,050   

Honolulu City & County GO, Series A, Prerefunded,
5.00%, 04/01/18

    175,000        185,036   

Honolulu City & County GO, Series B,
5.00%, 11/01/20

    500,000        574,945   

Honolulu City & County GO, Series D, Callable 09/01/19 at 100,
5.25%, 09/01/23

    1,000,000        1,116,700   

Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Refunding, Senior Series A,
5.00%, 07/01/19

    1,000,000        1,105,330   

Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Refunding, Senior Series A,
5.00%, 07/01/20

    1,000,000        1,140,330   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Refunding, Senior Series A,
5.00%, 07/01/21

    1,000,000        1,171,740   

Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Refunding, Senior Series B,
4.00%, 07/01/19

    700,000        755,384   

Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Senior Series A, Callable 07/01/2022 at 100,
5.00%, 07/01/23

    500,000        600,645   

Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Series-B,
4.25%, 07/01/17,
(NATL-RE Insured)

    150,000        153,514   

Honolulu City & County Wastewater System Revenue, Junior Series A,
5.00%, 07/01/19

    800,000        883,368   

Honolulu City & County Wastewater System Revenue, Senior Series A,
4.00%, 07/01/21

    1,005,000        1,132,183   
 

 

The accompanying notes are an integral part of the financial statements.

 

20


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Honolulu City & County Wastewater System Revenue, Senior Series B,
5.00%, 07/01/23

    1,250,000        1,532,550   

Honolulu City & County Wastewater System Revenue, Senior 1st Bond Resolution, Series B,
5.00%, 07/01/20

    500,000        570,165   

Honolulu City & County Wastewater System Revenue, Senior 1st Bond Resolution, Series B,
4.00%, 07/01/21

    500,000        563,275   

Kauai County GO, Series A,
2.25%, 08/01/17

    150,000        151,722   

Kauai County GO, Series A,
3.00%, 08/01/20

    295,000        314,272   

Maui County GO, Series B,
5.00%, 06/01/18

    250,000        266,102   

Maui County GO, Refunding,
5.00%, 06/01/18

    300,000        319,323   

Maui County GO, Refunding,
5.00%, 06/01/19

    100,000        110,477   

Maui County GO, Refunding,
5.00%, 06/01/20

    530,000        604,725   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Hawaii — (Continued)

   

Maui County GO, Refunding,
5.00%, 06/01/21

    200,000        234,924   

University Of Hawaii Revenue, Refunding, Series B,
4.00%, 10/01/23

    500,000        576,445   

University of Hawaii Revenue, Series A,
2.00%, 10/01/18

    230,000        234,738   
   

 

 

 
      54,910,598   
   

 

 

 

Idaho — 1.4%

   

Madison County School District No 321 Rexburg GO, Refunding, Series A,
4.00%, 08/15/18,
(ID SLSTAX GTY Insured)

    1,000,000        1,054,890   
   

 

 

 

Indiana — 1.2%

   

Indiana Finance Authority Revenue, Refunding Facilities, 07/01/18 at 100,
5.00%, 07/01/20

    865,000        922,886   
   

 

 

 

Iowa — 0.6%

   

University of Iowa Facilities Corp. Revenue, Medical Education & Biomed Research Facility,
3.75%, 06/01/18

    435,000        454,166   
   

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

21


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Michigan — 0.1%

   

Michigan Municipal Bond Authority Revenue, Unrefunded Portion Clean Water Revolving, Callable 10/01/16 at 100,
5.00%, 10/01/18

    70,000        70,237   
   

 

 

 

Missouri — 1.3%

   

Kansas City Special Obligation Refunding & Improvement Revenue, Series B,
5.00%, 08/01/18

    450,000        480,802   

St Charles County School District No R-IV Wentzville GO, Refunding,
4.00%, 03/01/19,
(ST AID DIR DEP)

    500,000        535,140   
   

 

 

 
      1,015,942   
   

 

 

 

Nevada — 0.8%

   

Clark County GO, Refunding Infrastructure Improvement, Series B,
4.00%, 07/01/18

    585,000        614,929   
   

 

 

 

New York — 0.7%

   

New York City GO, Series J,
5.00%, 08/01/18

    470,000        503,187   
   

 

 

 

Oklahoma — 1.7%

   

Cleveland County Educational Facilities Authority Revenue,
5.00%, 07/01/17

    500,000        513,475   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Oklahoma — (Continued)

   

Cleveland County Educational Facilities Authority Revenue,
5.00%, 07/01/18

    500,000        531,320   

Oklahoma Water Resources Board Loan Revenue, Series A,
5.00%, 10/01/20

    200,000        229,282   
   

 

 

 
      1,274,077   
   

 

 

 

Texas — 7.0%

   

Austin City of Water & Wastewater System Revenue, Refunding, Series A,
5.00%, 11/15/20

    500,000        575,655   

Bexar County GO, Edgewood Independent School District, Refunding,
4.00%, 08/15/21,
(PSF-GTD Insured)

    450,000        507,280   

Carrollton City Improvement Revenue GO,
3.00%, 08/15/23

    870,000        954,451   

Dallas Independent School District GO, Refunding, Series A,
5.00%, 08/15/19,
(PSF-GTD Insured)

    1,000,000        1,108,640   

Harris County GO, Refunding Road, Series A,
5.00%, 10/01/20

    1,000,000        1,147,230   
 

 

The accompanying notes are an integral part of the financial statements.

 

22


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Texas — (Continued)

   

Ysleta Independent School District GO, Refunding,
4.00%, 08/15/19,
(PSF-GTD Insured)

    1,000,000        1,080,130   
   

 

 

 
      5,373,386   
   

 

 

 

Washington — 3.6%

   

County of King GO, Callable 06/01/23 at 100,
5.00%, 06/01/23

    1,000,000        1,215,540   

Klickitat County Public Utility District No 1, Unrefunded, Series B, Callable 12/01/19 at 100,
5.25%, 12/01/19,
(NATL- RE Insured)

    185,000        185,659   

Snohomish County School District GO, Callable 12/01/16 at 100,
5.00%, 12/01/17,
(NATL SCH BN GTY Insured)

    200,000        200,682   

Washington State, GO Various Purpose, Series D,
5.00%, 02/01/22

    1,000,000        1,186,410   
   

 

 

 
        2,788,291   
   

 

 

 

Wisconsin — 2.2%

   

Milwaukee City GO, Promissory & Corporate Notes, Series N2,
5.00%, 05/01/20

    400,000        453,040   
    Principal        
     Amount ($)          Value ($)      

MUNICIPAL BONDS — (Continued)

  

 

Wisconsin — (Continued)

  

 

Wisconsin State GO, Refunding, Series
3, 5.00%, 11/01/22

    1,000,000        1,210,140   
   

 

 

 
      1,663,180   
   

 

 

 

TOTAL MUNICIPAL BONDS
(Cost $72,808,469)

      74,004,011   
   

 

 

 
    Shares        

REGISTERED INVESTMENT COMPANY — 2.1%

  

Dreyfus Government Cash Management Fund, Institutional Shares,0.28%(a)

    1,593,551        1,593,551   
   

 

 

 

TOTAL REGISTERED INVESTMENT COMPANY
(Cost $1,593,551)

      1,593,551   
   

 

 

 

TOTAL INVESTMENTS - 98.9%
    (Cost $74,402,020)

      75,597,562   

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.1%

      876,915   
   

 

 

 

NET ASSETS - 100.0%

    $   76,474,477   
   

 

 

 

 

(a) 

Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016.

Portfolio holdings are subject to change at any time.

 

 

The accompanying notes are an integral part of the financial statements.

 

23


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

 

AGM   Assured Guaranty Municipal Corp.
AMBAC   American Municipal Bond Assurance Corp.
AMT   Alternative Minimum Tax
FNMA   Federal National Mortgage Association
GNMA   Government National Mortgage Association
GO   General Obligation
ID SLSTAX GTY   Idaho Sales Tax Guaranty
MAC   Municipal Assurance Corp
NATL-RE   National Reinsurance Corp.
NATL SCH BN GTY   National School Board Guarantee
PSF-GTD   Permanent School Fund Guaranteed
ST AID DIR DEP   State Aid Direct Deposit
 

 

The accompanying notes are an integral part of the financial statements.

 

24


PACIFIC CAPITAL FUNDS

Statements of Assets and Liabilities

October 31, 2016

(Unaudited)

 

         Pacific Capital
         Tax-Free
     Pacific Capital   Short
     Tax-Free   Intermediate
     Securities   Securities
     Fund   Fund

Assets

        

Investments, at value (Cost $306,754,639 and $74,402,020, respectively)

     $ 318,809,574       $ 75,597,562  

Receivable for investments sold

       5,479          

Receivable for capital shares sold

       569,465         152,248  

Dividends and interest receivable

       3,717,179         913,449  

Prepaid expenses and other assets

       30,155         13,512  
    

 

 

     

 

 

 

Total assets

       323,131,852         76,676,771  
    

 

 

     

 

 

 

Liabilities

        

Payable for capital shares redeemed

       285,313         149,857  

Due to Custodian

       10,321         3,356  

Payable for distributions to shareholders

       84,254         10,424  

Payable for administration and accounting fees

       24,060         13,474  

Payable for transfer agent fees

       6,628         4,296  

Accrued expenses

       34,305         20,887  
    

 

 

     

 

 

 

Total liabilities

       444,881         202,294  
    

 

 

     

 

 

 

Net Assets

     $ 322,686,971       $ 76,474,477  
    

 

 

     

 

 

 

Net Assets Consist of:

        

Capital stock, $0.01 par value

     $ 312,310       $ 74,805  

Paid-in capital

       312,211,109         75,054,644  

Undistributed net investment income (loss)

       (13,786 )       107  

Accumulated net realized gain/(loss) from investments

       (1,877,597 )       149,379  

Net unrealized appreciation on investments

       12,054,935         1,195,542  
    

 

 

     

 

 

 

Net Assets

     $ 322,686,971       $ 76,474,477  
    

 

 

     

 

 

 

Class Y:

        

Outstanding shares

       31,230,993         7,480,499  
    

 

 

     

 

 

 

Net asset value, offering and redemption price per share

     $ 10.33       $ 10.22  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

25


PACIFIC CAPITAL FUNDS

Statements of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

     Pacific Capital
Tax-Free
Securities
Fund
  Pacific Capital
Tax-Free
Short
Intermediate
Securities
Fund

Investment Income

        

Interest

     $ 3,948,754       $ 597,790  
    

 

 

     

 

 

 

Total investment income

       3,948,754         597,790  
    

 

 

     

 

 

 

Expenses

        

Advisory fees (Note 2)

       317,847         82,065  

Administration and accounting fees (Note 2)

       44,225         24,651  

Trustees’ and officers’ fees (Note 2)

       22,378         20,960  

Legal fees

       18,442         4,565  

Audit fees

       13,680         14,297  

Custodian fees (Note 2)

       12,843         8,458  

Transfer agent fees (Note 2)

       12,212         11,274  

Printing and shareholder reporting fees

       9,614         3,112  

Registration and filing fees

       859         1,060  

Other expenses

       21,179         9,376  
    

 

 

     

 

 

 

Total expenses before waivers and reimbursements

       473,279         179,818  
    

 

 

     

 

 

 

Less: waivers and reimbursements (Note 2)

       (317,847 )       (82,065 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

       155,432         97,753  
    

 

 

     

 

 

 

Net investment income

       3,793,322         500,037  
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments:

        

Net realized gain/(loss) from investments

       (39,871 )       136,184  

Net change in unrealized depreciation on investments

       (2,574,704 )       (488,700 )
    

 

 

     

 

 

 

Net realized and unrealized loss on investments

       (2,614,575 )       (352,516 )
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

     $ 1,178,747       $ 147,521  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

26


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Statements of Changes in Net Assets

 

     Six Months    
     Ended   Year
     October 31, 2016   Ended
     (Unaudited)   April 30, 2016

Increase/(Decrease) in Net Assets from Operations:

        

Net investment income

     $ 3,793,322       $ 6,660,736  

Net realized loss from investments

       (39,871 )       (93,995 )

Net change in unrealized appreciation/(depreciation) on investments

       (2,574,704 )       4,465,093  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       1,178,747         11,031,834  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income

       (3,807,199 )       (6,660,645 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

       (3,807,199 )       (6,660,645 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

       24,798,741         84,856,578  
    

 

 

     

 

 

 

Total increase in net assets

       22,170,289         89,227,767  
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       300,516,682         211,288,915  
    

 

 

     

 

 

 

End of period

     $ 322,686,971       $ 300,516,682  
    

 

 

     

 

 

 

Undistributed net investment income/(loss), end of period

     $ (13,786 )     $ 91  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

27


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Statements of Changes in Net Assets

 

     Six Months
Ended
October 31, 2016
(Unaudited)
  Year
Ended
April 30, 2016

Increase/(Decrease) in Net Assets from Operations:

        

Net investment income

     $ 500,037       $ 1,364,293  

Net realized gain from investments

       136,184         231,043  

Net change in unrealized appreciation/(depreciation) on investments

       (488,700 )       649,670  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       147,521         2,245,006  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income

       (499,979 )       (1,364,293 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

       (499,979 )       (1,364,293 )
    

 

 

     

 

 

 

Decrease in Net Assets Derived from Capital Share Transactions (Note 4)

       (13,611,380 )       (42,936,644 )
    

 

 

     

 

 

 

Total decrease in net assets

       (13,963,838 )       (42,055,931 )
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       90,438,315         132,494,246  
    

 

 

     

 

 

 

End of period

     $ 76,474,477       $ 90,438,315  
    

 

 

     

 

 

 

Undistributed net investment income, end of period

     $ 107       $ 49  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

28


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Financial Highlights

 

 

Contained below is per share operating performance data for Class Y Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

     For the                                
     Six Months     For the     For the     For the     For the     For the  
     Ended     Year     Year     Year     Year     Year  
     October 31,     Ended     Ended     Ended     Ended     Ended  
     2016     April 30,     April 30,     April 30,     April 30,     April 30,  

Class Y Shares

   (Unaudited)     2016     2015     2014     2013     2012  

Per Share Operating Performance

            

Net asset value, beginning of period

   $ 10.41      $ 10.24      $ 10.18      $ 10.51      $ 10.41      $ 9.92   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     0.13        0.30        0.33        0.33        0.34        0.38   

Net realized and unrealized gain/(loss) from investments

     (0.08     0.17        0.06        (0.33     0.11        0.49   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

     0.05        0.47        0.39               0.45        0.87   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

            

Net investment income

     (0.13     (0.30     (0.33     (0.33     (0.35     (0.38
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 10.33      $ 10.41      $ 10.24      $ 10.18      $ 10.51      $ 10.41   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(1)

     0.44     4.63     3.87     0.11     4.40     8.92

Ratio/Supplemental Data

            

Net assets, end of period (in thousands)

   $ 322,687      $ 300,517      $ 211,289      $ 218,771      $ 303,624      $ 251,290   

Ratio of expenses to average net assets

     0.10 %*      0.10     0.12     0.11     0.10     0.15

Ratio of expenses to average net assets without waivers and expense reimbursements(2)

     0.30 %*      0.30     0.32     0.31     0.30     0.35

Ratio of net investment income to average net assets

     2.39 %*      2.87     3.21     3.30     3.28     3.71

Portfolio turnover rate

     8.20 %**      17.57     16.60     5.35     14.78     29.36

 

 

* Annualized.
** Not Annualized.
(1)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(2)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

29


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Financial Highlights

 

 

Contained below is per share operating performance data for Class Y Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     For the                    
     Six Months   For the   For the   For the   For the   For the
     Ended   Year   Year   Year   Year   Year
     October 31,   Ended   Ended   Ended   Ended   Ended
     2016   April 30,   April 30,   April 30,   April 30,   April 30,

Class Y Shares

   (Unaudited)   2016   2015   2014   2013   2012

Per Share Operating Performance

                        

Net asset value, beginning of period

     $ 10.27       $ 10.19       $ 10.17       $ 10.30       $ 10.33       $ 10.28  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income

       0.06         0.12         0.10         0.12         0.17         0.19  

Net realized and unrealized gain/(loss) from investments

       (0.05 )       0.08         0.02         (0.13 )       (0.03 )       0.05  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.01         0.20         0.12         (0.01 )       0.14         0.24  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                        

Net investment income

       (0.06 )       (0.12 )       (0.10 )       (0.12 )       (0.17 )       (0.19 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 10.22       $ 10.27       $ 10.19       $ 10.17       $ 10.30       $ 10.33  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(1)

       0.13 %       1.93 %       1.23 %       (0.09 )%       1.39 %       2.37 %

Ratio/Supplemental Data

                        

Net assets, end of period (in thousands)

     $ 76,474       $ 90,438       $ 132,494       $ 108,671       $ 62,564       $ 52,442  

Ratio of expenses to average net assets

       0.24 %*       0.15 %       0.13 %       0.19 %       0.25 %       0.30 %

Ratio of expenses to average net assets without waivers and expense reimbursements(2)

       0.44 %*       0.35 %       0.33 %       0.39 %       0.45 %       0.50 %

Ratio of net investment income to average net assets

       1.22 %*       1.12 %       1.02 %       1.15 %       1.62 %       1.86 %

Portfolio turnover rate

       6.29 %**       18.87 %       24.07 %       26.98 %       23.97 %       40.55 %

 

* Annualized.
** Not Annualized.
(1)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(2)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

30


PACIFIC CAPITAL FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Pacific Capital Tax-Free Securities Fund and Pacific Capital Tax-Free Short Intermediate Securities Fund (each a “Fund” and together the “Funds”) are non-diversified open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds are each authorized to issue and offer Class Y shares.

The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of such investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

31


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:

 

• Level 1 —

  

quoted prices in active markets for identical securities;

• Level 2 —

  

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 —

  

significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments).

The fair value of a Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Funds’ investments carried at fair value:

 

                   Level 2         
                   Other      Level 3  
            Level 1      Significant      Significant  
     Total Value at      Quoted      Observable          Unobservable      

Funds

   10/31/16      Price      Inputs      Inputs  

Pacific Capital Tax-Free Securities Fund

           

    Municipal Bonds

   $ 316,425,798       $       $ 316,425,798       $   

    Registered Investment Company

     2,383,776         2,383,776                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 318,809,574       $ 2,383,776       $ 316,425,798       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

Pacific Capital Tax-Free Short Intermediate Securities Fund

           

    Municipal Bonds

   $ 74,004,011       $       $ 74,004,011       $   

    Registered Investment Company

     1,593,551         1,593,551                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 75,597,562       $     1,593,551       $ 74,004,011       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

32


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of a Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values a Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Funds to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Funds to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Funds have an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Funds have an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund.

 

33


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Dividends and Distributions to Shareholders — Dividends from net investment income are declared daily and paid monthly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by a Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to such Fund’s shareholders, which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, a Fund may enter into contracts that provide general indemnifications. A Fund’s maximum exposure under these arrangements is dependent on claims that may be made against it in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Related Parties and Other Service Providers

Investment advisory services are provided to the Funds by the Asset Management Group of Bank of Hawaii (the “Adviser”). Under terms of an advisory agreement, each Fund is charged an annual fee of 0.20% which is computed daily and paid monthly based upon average daily net assets. The Adviser has agreed to waive its advisory fee (the “Waiver”). The Waiver will remain in effect until August 31, 2017. The Waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees of FundVantage Trust (the “Trust”).

Fee rates for the period May 1, 2016 through October 31, 2016, were as follows:

 

         Net Annual
         Fees Paid After
     Maximum Annual   Contractual
     Advisory Fee   Waivers

Pacific Capital Tax-Free Securities Fund

   0.20%   0.00%

Pacific Capital Tax-Free Short Intermediate Securities Fund

   0.20%   0.00%

 

34


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of each Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Funds during the six months ended October 31, 2016 was $17,362 for the Pacific Capital Tax-Free Securities Fund and $5,634 for the Pacific Capital Tax-Free Short Intermediate Securities Fund. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:

 

     Purchases      Sales  

Pacific Capital Tax-Free Securities Fund

   $ 56,066,452       $ 25,902,221   

 

35


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

     Purchases      Sales  

Pacific Capital Tax-Free Short Intermediate Securities Fund

     5,005,415         20,044,935   

The Funds are permitted to purchase or sell securities from or to certain other affiliated funds under specified conditions outlined in the procedures adopted by the Board of Trustees of the Funds. The procedures have been designed to provide assurances that any purchase or sale of securities by the Funds from or to another fund that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment adviser), common Trustees and/or common officers complies with Rule 17a-7 under the 1940 act. Further, as defined under the procedures, each transaction is effective at the current market price.

For the six months ended October 31, 2016, the Funds engaged in security transactions with affiliated funds with proceeds from sales of $5,886,975 and net realized gain from sales of $135,072.

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

     For the Six Months Ended              
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016  
     Shares     Amount     Shares     Amount  

Pacific Capital Tax-Free Securities Fund

        

Class Y

        

Sales

     3,708,396      $ 38,767,628        11,866,463      $ 122,287,522   

Reinvestments

     3,265        34,167        8,557        87,884   

Redemptions

     (1,338,774     (14,003,054     (3,654,433     (37,518,828
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     2,372,887      $ 24,798,741        8,220,587      $ 84,856,578   
  

 

 

   

 

 

   

 

 

   

 

 

 

Pacific Capital Tax-Free Short Intermediate Securities Fund

        

Class Y

        

Sales

     696,338      $ 7,159,936        1,972,508      $ 20,160,254   

Reinvestments

     242        2,482        626        6,396   

Redemptions

     (2,022,452     (20,773,798     (6,171,817     (63,103,294
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (1,325,872   $ (13,611,380     (4,198,683   $ (42,936,644
  

 

 

   

 

 

   

 

 

   

 

 

 

 

36


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

5. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state, and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

The tax character of distributions paid during the year ended April 30, 2016, were as follows:

     Net      Net    Total      Tax      Total  
     Investment      Long-Term    Taxable      Exempt      Distributions  
     Income      Capital Gains    Distributions      Distributions      Paid*  

Pacific Capital Tax-Free Securities Fund

     $18,858       $—      $18,858         $6,636,132         $6,654,990   

Pacific Capital Tax-Free Short Intermediate Securities Fund

     163         —      163         1,365,325         1,365,488   

 

*  Distributions will not tie to Statement of Changes because distributions are recognized when actually paid for tax purposes.

Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2016, the components of accumulated earnings/(deficit) on a tax basis were as follows:

     Undistributed    Qualified   Undistributed             
     Tax-Exempt    Late-Year   Long-Term    Distributions   Capital Loss   Unrealized
     Income    Losses   Capital Gains    Payable   Carryforwards   Appreciation

Pacific Capital Tax-Free Securities Fund

     $ 61,983        $ (882 )     $        $ (61,891 )     $ (1,836,843 )     $ 14,629,639  

Pacific Capital Tax-Free Short Intermediate Securities Fund

       10,030                  13,196          (9,981 )               1,684,242  

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

 

37


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

The cost for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation as of October 31, 2016 is as follows:

 

     Tax Cost of    Unrealized    Unrealized   Net Unrealized
     Securities*    Appreciation    Depreciation   Appreciation

Pacific Capital Tax-Free Securities Fund

     $ 306,754,639        $ 12,982,485        $ (927,550 )     $ 12,054,935  

Pacific Capital Tax-Free Short Intermediate Securities Fund

       74,402,020          1,222,611          (27,069 )       1,195,542  

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Funds deferred to May 1, 2016 the following losses:

 

     Short-Term    Long-Term
     Capital Loss Deferral    Capital Loss Deferral

Pacific Capital Tax-Free Securities Fund

       $237          $645  

Pacific Capital Tax-Free Short Intermediate Securities Fund

                 

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.

As of April 30, 2016, the Funds had pre-enactment net capital loss carryforwards to offset future net capital gains, if any, to the extent provided by Treasury regulations. To the extent that these carryforwards are used to offset future capital gains, it is probable that the gains that are offset will not be distributed to shareholders.

 

38


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

     Expires April 30,2018

Pacific Capital Tax-Free Securities Fund

       $237,475  

Pacific Capital Tax-Free Short Intermediate Securities Fund

        

As of April 30, 2016, the Funds’ post-enactment capital loss carryforward which were short-term losses and long-term losses and had an unlimited period of capital loss carryover were as follows:

 

     Post-Enactment
     Unlimited Period of Net
     Capital Loss Carryforward
     Short-Term    Long-Term

Pacific Capital Tax Free Securities Fund

     $ 602,544        $ 996,824  

Pacific Capital Tax Free Short Intermediate Securities Fund

                 

6. Concentration of Credit Risk

The Funds primarily invest in debt obligations issued by the state of Hawaii and its political subdivisions, agencies, and public authorities to obtain funds for various public purposes. The Funds are more susceptible to factors adversely affecting issues of Hawaii municipal securities than is a municipal bond fund that is not concentrated in these issuers to the same extent.

7. Debt Investment Risk

Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

 

39


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

8. Subsequent Events

Management has evaluated the impact of all subsequent events on the Funds through the date that the financial statements were issued, and has determined that there were no following subsequent events requiring recognition or disclosure in the financial statements.

 

40


PACIFIC CAPITAL FUNDS

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 678-6034 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

41


 

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Investment Adviser

Asset Management Group of Bank of Hawaii

130 Merchant Street, Suite 370

Honolulu, HI 96813

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

PAC-1016

LOGO

of

FundVantage Trust

Pacific Capital Tax-Free Securities

Fund

Pacific Capital Tax-Free Short

Intermediate Securities Fund

SEMI-ANNUAL REPORT

October 31, 2016

(Unaudited)

 

This report is submitted for the general information of the shareholders of the Pacific Capital Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Pacific Capital Funds.

 


PEMBERWICK FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016
     Six Months†    1 Year      3 Year      5 Year      Since Inception*

Pemberwick Fund

   0.46%      1.06%         0.86%         1.37%       1.20%

Barclays Capital 1-3 Year Government/Credit Index

   0.31%      1.10%         0.95%         1.07%       1.29%

 

Not Annualized.

 

 

*

The Pemberwick Fund (the “Fund”) commenced operations on February 1, 2010. Benchmark performance is from the commencement date of the Fund only and is not the commencement date of the benchmark itself. The benchmark does not reflect any expenses or transaction costs.

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-4785.The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s “Total Annual Fund Operating Expenses” as stated in the current prospectus dated September 1, 2016, are 0.74% of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. Pemberwick voluntarily waives 35 basis points of the annual investment advisory fee Pemberwick is entitled to receive from the Fund pursuant to the advisory agreement between Pemberwick and the Fund. Such waiver will continue until Pemberwick notifies the Fund of a change in its voluntary waiver or its discontinuation. This waiver is not reflected in the table above and may be discontinued at any time at the discretion of Pemberwick. Total returns reflect the waiver of advisory fees. Had these waivers not been in effect, performance quoted would have been lower.

The Fund intends to evaluate performance as compared to that of the Barclays Capital 1-3 Year Government/Credit Index. The Barclays Capital 1-3 Year Government/Credit Index is an unmanaged market index and should not be considered indicative of any Pemberwick investment. It is impossible to invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. The Fund is subject to the risks of the fixed-income securities held in its portfolio such as credit, prepayment and interest rate risk. As interest rates rise, the value of bond prices will decline and an investor may lose money. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few issuers or sectors. The Fund could fluctuate in value more than a diversified fund.

 

1


PEMBERWICK FUND

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) 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 the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016, through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of the accompanying table provides information about 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 accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund and other funds. To do so, compare 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 accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

2


PEMBERWICK FUND

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     Pemberwick Fund
     Beginning Account Value
May 1, 2016
   Ending Account Value
October 31, 2016
   Expenses Paid
During Period*

Actual

       $1,000.00          $1,004.60          $2.02  

Hypothetical (5% return before expenses)

       1,000.00          1,023.19          2.04  

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 0.40% for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184) then divided by 365 days. The Fund’s ending account values on the first line in each table are based on the actual six-month total return for the Fund of 0.46%.

 

3


PEMBERWICK FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

     % of Net        
     Assets     Value  

SECURITY TYPE:

    

Corporate Bonds and Notes

     59.8   $ 102,857,187   

U.S. Treasury Obligations

     22.4        38,503,820   

U.S. Government Agency Obligations

     2.5        4,379,355   

Collateralized Mortgage Obligations

     1.0        1,716,994   

Other Assets In Excess of Liabilities

     14.3        24,619,415   
  

 

 

   

 

 

 

NET ASSETS

     100.0   $ 172,076,771   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

4


PEMBERWICK FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — 59.8%

  

Basic Materials — 0.0%

   

Praxair, Inc.
1.05%, 11/07/2017

    15,000        14,994   

Praxair, Inc.
1.25%, 11/07/2018

    30,000        30,000   
   

 

 

 
      44,994   
   

 

 

 

Communications — 3.7%

   

AT&T, Inc.
1.40%, 12/01/2017

    15,000        15,008   

AT&T, Inc.
1.74%, 11/27/2018 (a)

    2,000,000        2,020,130   

Cisco Systems, Inc.
4.95%, 02/15/2019

    25,000        27,017   

Cisco Systems, Inc.
2.13%, 03/01/2019

    105,000        106,819   

eBay, Inc.
1.35%, 07/15/2017

    50,000        50,037   

Verizon Communications, Inc.
1.63%, 06/17/2019 (a)

    3,000,000        3,027,255   

Walt Disney Co. (The)
0.88%, 05/30/2017

    17,000        17,013   

Walt Disney Co. (The)
5.88%, 12/15/2017

    30,000        31,634   

Walt Disney Co. (The)
1.65%, 01/08/2019

    17,000        17,181   

Walt Disney Co. (The)
1.14%, 05/30/2019 (a)

    1,000,000        1,000,380   
   

 

 

 
      6,312,474   
   

 

 

 

Consumer, Cyclical — 1.3%

   

Home Depot, Inc. (The)
2.00%, 06/15/2019

    30,000        30,537   

Mcdonald’s Corp.
5.30%, 03/15/2017

    25,000        25,416   
    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Consumer, Cyclical — (Continued)

  

Mcdonald’s Corp.
5.35%, 03/01/2018

    10,000        10,535   

Toyota Motor Credit Corp.
1.38%, 01/10/2018

    30,000        30,041   

Toyota Motor Credit Corp.
2.00%, 10/24/2018

    25,000        25,318   

Toyota Motor Credit Corp.
2.10%, 01/17/2019

    68,000        69,166   

VF Corp.
5.95%, 11/01/2017

    35,000        36,580   

Volkswagen International Finance NV
1.60%, 11/20/2017

    2,000,000        1,997,196   

Wal-Mart Stores, Inc.
1.00%, 04/21/2017

    30,000        30,019   

Wal-Mart Stores, Inc.
1.13%, 04/11/2018

    40,000        40,041   
   

 

 

 
      2,294,849   
   

 

 

 

Consumer, Non-cyclical — 3.2%

  

Amgen, Inc.
1.25%, 05/22/2017

    1,000,000        1,001,177   

Anheuser-busch Inbev Finance, Inc.
1.13%, 01/27/2017

    2,000,000        2,001,456   

Coca-cola Co. (The)
1.65%, 03/14/2018

    30,000        30,220   

Coca-cola Co. (The)
1.38%, 05/30/2019

    20,000        20,098   

Danaher Corp.
2.40%, 09/15/2020

    25,000        25,564   

Diageo Capital PLC
5.75%, 10/23/2017

    2,000,000        2,092,180   

Glaxosmithkline Capital PLC
1.50%, 05/08/2017

    15,000        15,039   
 

 

The accompanying notes are an integral part of the financial statements.

 

5


PEMBERWICK FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Consumer, Non-cyclical — (Continued)

  

 

Glaxosmithkline Capital, Inc.
5.65%, 05/15/2018

    15,000        15,960   

Johnson & Johnson
0.70%, 11/28/2016

    54,000        54,003   

Johnson & Johnson
1.13%, 03/01/2019

    30,000        30,048   

Pepsico, Inc.
1.00%, 10/13/2017

    30,000        30,019   

Pepsico, Inc.
1.50%, 02/22/2019

    15,000        15,080   

Pepsico, Inc.
2.15%, 10/14/2020

    60,000        61,101   

Procter & Gamble Co. (The)
1.70%, 11/03/2021

    60,000        59,877   
   

 

 

 
      5,451,822   
   

 

 

 

Energy — 2.2%

   

BP Capital Markets PLC
1.85%, 05/05/2017

    3,150,000        3,161,359   

Chevron Corp.
1.10%, 12/05/2017

    15,000        15,002   

Chevron Corp.
1.37%, 03/02/2018

    50,000        50,091   

Chevron Corp.
1.72%, 06/24/2018

    35,000        35,247   

Chevron Corp.
1.79%, 11/16/2018

    50,000        50,442   

Chevron Corp.
4.95%, 03/03/2019

    20,000        21,595   

Conocophillips
6.65%, 07/15/2018

    25,000        27,123   

Conocophillips
6.00%, 01/15/2020

    20,000        22,468   

Conocophillips Co.
1.50%, 05/15/2018

    30,000        30,035   
    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Energy — (Continued)

   

Eog Resources, Inc.
5.63%, 06/01/2019

    15,000        16,440   

Exxon Mobil Corp.
1.31%, 03/06/2018

    50,000        50,153   

Exxon Mobil Corp.
1.82%, 03/15/2019

    100,000        101,149   

Occidental Petroleum Corp.
1.50%, 02/15/2018

    60,000        60,230   

Phillips 66
2.95%, 05/01/2017

    25,000        25,258   

Statoil ASA
1.25%, 11/09/2017

    30,000        30,006   

Statoil ASA
6.70%, 01/15/2018

    10,000        10,634   

Statoil ASA
1.95%, 11/08/2018

    10,000        10,101   

Statoil ASA
5.25%, 04/15/2019

    15,000        16,333   
   

 

 

 
      3,733,666   
   

 

 

 

Financial — 39.4%

   

American Express Bank FSB
0.84%, 06/12/2017 (a)

    405,000        405,199   

American Express Bank FSB
6.00%, 09/13/2017

    950,000        988,067   

American Express Credit Corp.
1.13%, 06/05/2017

    2,025,000        2,026,316   

American Express Credit Corp.
1.66%, 11/05/2018 (a)

    500,000        503,766   
 

 

The accompanying notes are an integral part of the financial statements.

 

6


PEMBERWICK FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

   

American Express Credit Corp.
2.25%, 08/15/2019

    95,000        96,655   

American Honda Finance Corp.
1.64%, 02/22/2019 (a)

    500,000        506,196   

Bank Of America Corp.
6.40%, 08/28/2017

    50,000        52,019   

Bank of America Corp.
5.75%, 12/01/2017

    1,625,000        1,698,312   

Bank Of America Corp.
2.65%, 04/01/2019

    60,000        61,151   

Bank Of New York Mellon Corp. (The)
2.20%, 03/04/2019

    59,000        59,980   

Bank Of New York Mellon Corp. (The)
4.60%, 01/15/2020

    30,000        32,602   

Bank Of New York Mellon Corp. (The)
2.45%, 11/27/2020

    35,000        35,639   

Bank Of Nova Scotia (The)
1.30%, 07/21/2017

    325,000        325,087   

Bank Of Nova Scotia (The)
1.45%, 04/25/2018

    2,000,000        2,002,742   

Bank Of Nova Scotia (The)
1.71%, 01/15/2019 (a)

    1,000,000        1,007,666   

Berkshire Hathaway Finance Corp.
1.30%, 05/15/2018

    8,000        8,009   

Berkshire Hathaway Finance Corp.
5.40%, 05/15/2018

    60,000        63,787   

Berkshire Hathaway, Inc.
1.55%, 02/09/2018

    100,000        100,474   
    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

  

Blackrock, Inc.
5.00%, 12/10/2019

    75,000        82,848   

Boston Properties LP
3.70%, 11/15/2018

    15,000        15,572   

Capital One Bank USA NA
1.20%, 02/13/2017

    6,592,000        6,591,901   

Capital One NA
1.50%, 03/22/2018

    1,000,000        999,132   

Capital One NA
1.95%, 08/17/2018 (a)

    500,000        504,816   

Caterpillar Financial Services Corp.
1.50%, 02/23/2018

    20,000        20,070   

Caterpillar Financial Services Corp.
1.80%, 11/13/2018

    25,000        25,192   

Caterpillar Financial Services Corp.
2.10%, 06/09/2019

    15,000        15,229   

Caterpillar Financial Services Corp.
2.25%, 12/01/2019

    20,000        20,373   

Charles Schwab Corp. (The)
2.20%, 07/25/2018

    40,000        40,584   

Chubb Corp. (The)
5.75%, 05/15/2018

    35,000        37,334   

Credit Suisse
1.32%, 05/26/2017 (a)

    1,000,000        1,000,210   

Credit Suisse
1.58%, 01/29/2018 (a)

    3,900,000        3,907,313   

Credit Suisse
1.75%, 01/29/2018

    1,000,000        1,000,738   

Credit Suisse
1.57%, 04/27/2018 (a)

    1,000,000        1,000,457   
 

 

The accompanying notes are an integral part of the financial statements.

 

7


PEMBERWICK FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

   

Credit Suisse
1.70%, 04/27/2018

    1,000,000        999,682   

Daimler Finance North America, LLC
1.38%, 08/01/2017

    1,000,000        1,000,411   

Deutsche Bank AG
6.00%, 09/01/2017

    709,000        727,235   

General Electric Co.
2.90%, 01/09/2017

    110,000        110,405   

General Electric Co.
5.40%, 02/15/2017

    75,000        75,955   

General Electric Co.
5.63%, 05/01/2018

    80,000        85,312   

General Electric Co.
5.50%, 01/08/2020

    20,000        22,359   

General Electric Co. Callable 06/15/2022 at 100.0
4.00%, 12/29/2049 (a)(b)

    1,234,000        1,257,909   

Goldman Sachs Group, Inc. (The)
6.25%, 09/01/2017

    950,000        987,829   

Goldman Sachs Group, Inc. (The)
6.15%, 04/01/2018

    30,000        31,857   

Goldman Sachs Group, Inc. (The)
1.92%, 11/15/2018 (a)

    4,240,000        4,276,477   

Goldman Sachs Group, Inc. (The)
7.50%, 02/15/2019

    130,000        146,235   

HSBC USA, Inc.
1.50%, 11/13/2017

    2,000,000        2,001,034   

HSBC USA, Inc.
1.70%, 03/05/2018

    1,000,000        1,001,496   
    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

  

HSBC USA, Inc.
1.65%, 08/07/2018 (a)

    1,000,000        1,001,714   

John Deere Capital Corp.
1.40%, 03/15/2017

    50,000        50,080   

John Deere Capital Corp.
1.55%, 12/15/2017

    40,000        40,197   

John Deere Capital Corp.
1.60%, 07/13/2018

    18,000        18,090   

John Deere Capital Corp.
1.75%, 08/10/2018

    20,000        20,145   

John Deere Capital Corp.
1.44%, 01/08/2019 (a)

    500,000        503,963   

Morgan Stanley
6.25%, 08/28/2017

    4,000,000        4,160,764   

Morgan Stanley
2.16%, 04/25/2018 (a)

    2,725,000        2,754,534   

National City Bank
1.20%, 12/15/2016 (a)

    4,000,000        4,002,352   

National City Bank
1.20%, 06/07/2017 (a)

    2,075,000        2,075,185   

National Rural Utilities Cooperative Finance Corp.
5.45%, 02/01/2018

    50,000        52,562   

PACCAR Financial Corp.
1.60%, 03/15/2017

    30,000        30,083   

PACCAR Financial Corp.
1.40%, 11/17/2017

    30,000        30,085   

PACCAR Financial Corp.
1.30%, 05/10/2019

    12,000        11,990   

PNC Bank NA
4.88%, 09/21/2017

    2,500,000        2,574,473   

State Street Corp.
5.38%, 04/30/2017

    15,000        15,319   
 

 

The accompanying notes are an integral part of the financial statements.

 

8


PEMBERWICK FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

  

State Street Corp.
1.35%, 05/15/2018

    92,000        92,131   

State Street Corp.
1.95%, 05/19/2021

    25,000        25,047   

Toyota Motor Credit Corp.
2.13%, 07/18/2019

    40,000        40,674   

Travelers Cos, Inc. (The)
3.90%, 11/01/2020

    50,000        54,209   

UBS AG
1.38%, 08/14/2017

    2,000,000        1,999,328   

UBS AG
1.56%, 03/26/2018 (a)

    2,750,000        2,761,391   

US Bancorp
2.20%, 04/25/2019

    75,000        76,478   

US Bank NA
1.35%, 01/26/2018

    2,368,000        2,371,275   

Wachovia Corp.
5.75%, 02/01/2018

    440,000        463,020   

Wells Fargo & Co.
2.63%, 12/15/2016

    2,000,000        2,004,298   

Wells Fargo & Co.
5.63%, 12/11/2017

    50,000        52,306   

Wells Fargo & Co.
1.51%, 04/23/2018 (a)

    127,000        127,438   

Wells Fargo & Co.
2.15%, 01/30/2020

    200,000        201,584   

Wells Fargo & Co.
2.60%, 07/22/2020

    90,000        91,753   

Wells Fargo & Co.
4.60%, 04/01/2021

    60,000        65,911   

Wells Fargo & Co.
2.10%, 07/26/2021

    50,000        49,775   

Wells Fargo Bank NA
1.62%, 01/22/2018 (a)

    2,000,000        2,010,166   
   

 

 

 
      67,787,952   
   

 

 

 
    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Health Care — 4.4%

   

AbbVie, Inc.
1.75%, 11/06/2017

    3,000,000        3,011,460   

AbbVie, Inc.
1.80%, 05/14/2018

    2,000,000        2,007,044   

Astrazeneca PLC
5.90%, 09/15/2017

    2,000,000        2,081,022   

Merck & Co., Inc.
1.10%, 01/31/2018

    488,000        488,834   

Merck & Co., Inc.
1.85%, 02/10/2020

    14,000        14,162   

Pfizer, Inc.
0.90%, 01/15/2017

    50,000        50,016   
   

 

 

 
      7,652,538   
   

 

 

 

Industrial — 2.6%

   

Boeing Co. (The)
0.95%, 05/15/2018

    50,000        49,910   

Emerson Electric Co.
4.88%, 10/15/2019

    45,000        49,406   

General Dynamics Corp.
1.00%, 11/15/2017

    2,030,000        2,029,145   

Honeywell International, Inc.
5.30%, 03/01/2018

    50,000        52,763   

Honeywell International, Inc.
5.00%, 02/15/2019

    25,000        27,054   

Illinois Tool Works, Inc.
0.90%, 02/25/2017

    31,000        30,986   

Illinois Tool Works, Inc.
1.95%, 03/01/2019

    50,000        50,665   

Precision Castparts Corp.
1.25%, 01/15/2018

    45,000        45,031   

Stanley Black & Decker, Inc.
2.45%, 11/17/2018

    1,000,000        1,017,331   

United Parcel Service, Inc.
1.13%, 10/01/2017

    30,000        30,054   
 

 

The accompanying notes are an integral part of the financial statements.

 

9


PEMBERWICK FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Industrial — (Continued)

  

United Technologies Corp.
1.78%, 05/04/2018 (c)

    1,000,000        1,004,000   
   

 

 

 
      4,386,345   
   

 

 

 

Technology — 2.7%

   

Apple, Inc.
0.90%, 05/12/2017

    18,000        18,010   

Apple, Inc.
1.00%, 05/03/2018

    41,000        40,955   

Apple, Inc.
1.64%, 02/22/2019 (a)

    1,000,000        1,016,952   

Apple, Inc.
1.55%, 02/07/2020

    10,000        10,030   

Apple, Inc.
2.25%, 02/23/2021

    13,000        13,246   

Apple, Inc.
1.55%, 08/04/2021

    97,000        96,022   

HP, Inc.
1.82%, 01/14/2019 (a)

    1,500,000        1,505,856   

HP, Inc.
2.75%, 01/14/2019

    1,500,000        1,529,807   

Intel Corp.
3.30%, 10/01/2021

    50,000        53,292   

Microsoft Corp.
1.00%, 05/01/2018

    60,000        59,980   

Microsoft Corp.
1.30%, 11/03/2018

    34,000        34,138   

Microsoft Corp.
4.20%, 06/01/2019

    30,000        32,260   

Microsoft Corp.
1.55%, 08/08/2021

    45,000        44,573   

National Semiconductor Corp.
6.60%, 06/15/2017

    25,000        25,886   
    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Technology — (Continued)

   

Oracle Corp.
2.38%, 01/15/2019

    15,000        15,325   

Oracle Corp.
1.90%, 09/15/2021

    130,000        129,580   
   

 

 

 
      4,625,912   
   

 

 

 

Utilities — 0.3%

   

DTE Electric Co.
3.90%, 06/01/2021

    55,000        59,834   

Duke Energy Carolinas, LLC
5.25%, 01/15/2018

    35,000        36,674   

Duke Energy Carolinas, LLC
4.30%, 06/15/2020

    25,000        27,305   

Duke Energy Carolinas, LLC
3.90%, 06/15/2021

    25,000        27,186   

Duke Energy Florida, LLC
5.65%, 06/15/2018

    25,000        26,766   

Florida Power & Light Co.
5.55%, 11/01/2017

    35,000        36,508   

Kansas City Power & Light Co.
7.15%, 04/01/2019

    20,000        22,609   

Kentucky Utilities Co.
3.25%, 11/01/2020

    30,000        31,602   

Northern States Power Co/MN
2.20%, 08/15/2020

    30,000        30,708   

Pacificorp
5.65%, 07/15/2018

    25,000        26,825   

Public Service Co. Of Colorado
3.20%, 11/15/2020

    30,000        31,483   

Public Service Electric & Gas Co.
1.80%, 06/01/2019

    25,000        25,278   
 

 

The accompanying notes are an integral part of the financial statements.

 

10


PEMBERWICK FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

CORPORATE BONDS AND NOTES — (Continued)

  

Utilities — (Continued)

  

Public Service Electric &
Gas Co.
2.00%, 08/15/2019

    75,000        76,212   

Southern California
Edison Co.
1.13%, 05/01/2017

    7,000        7,007   

Southern California
Edison Co.
5.50%, 08/15/2018

    45,000        48,391   

Wisconsin Electric Power Co.
1.70%, 06/15/2018

    25,000        25,192   

Wisconsin Power & Light Co.
5.00%, 07/15/2019

    25,000        27,055   
   

 

 

 
      566,635   
   

 

 

 

TOTAL CORPORATE
BONDS AND NOTES
(Cost $102,346,109)

    

      102,857,187   
   

 

 

 

COLLATERALIZED MORTGAGE OBLIGATIONS — 1.0%

  

Federal Home Loan Mortgage Corporation REMICS — 0.4%

  

Series 2542, Class ES
5.00%, 12/15/2017

    4,848        4,930   

Series 2564, Class HJ
5.00%, 02/15/2018

    3,484        3,548   

Series 2617, Class TK
4.50%, 05/15/2018

    14,532        14,828   

Series 2617, Class GR
4.50%, 05/15/2018

    8,286        8,438   

Series 2611, Class UH
4.50%, 05/15/2018

    7,205        7,348   

Series 2627, Class MC
4.50%, 06/15/2018

    14,546        14,817   
    Par
    Value($)    
          Value($)        

COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued)

   

Federal Home Loan Mortgage Corporation REMICS — (Continued)

   

Series 2649, Class KA
4.50%, 07/15/2018

    10,531        10,739   

Series 2693, Class PE
4.50%, 10/15/2018

    13,609        13,986   

Series 2746, Class EG
4.50%, 02/15/2019

    15,169        15,592   

Series 2780, Class JG
4.50%, 04/15/2019

    26        27   

Series 2814, Class GB
5.00%, 06/15/2019

    2,475        2,546   

Series 2989, Class TG
5.00%, 06/15/2025

    39,190        42,712   

Series 3002, Class YD
4.50%, 07/15/2025

    15,578        16,966   

Series 2526, Class FI
1.53%, 02/15/2032(a)

    75,858        77,636   

Series 2881, Class AE
5.00%, 08/15/2034

    14,220        15,089   

Series 2933, Class HD
5.50%, 02/15/2035

    23,420        25,918   

Series 4305, Class KA
3.00%, 03/15/2038

    88,619        90,511   

Series 3843, Class GH
3.75%, 10/15/2039

    60,041        62,630   

Series 3786, Class NA
4.50%, 07/15/2040

    103,348        111,425   

Series 4305, Class A
3.50%, 06/15/2048

    121,650        127,177   
   

 

 

 
      666,863   
   

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

11


PEMBERWICK FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued)

   

Federal National Mortgage Association REMICS — 0.4%

  

Series 2003-92, Class PE
4.50%, 09/25/2018

    12,545        12,865   

Series 2003-80, Class YE
4.00%, 06/25/2023

    2,795        2,809   

Series 2005-40, Class YG
5.00%, 05/25/2025

    34,247        37,308   

Series 2011-122, Class A
3.00%, 12/25/2025

    78,951        80,673   

Series 2007-27, Class MQ
5.50%, 04/25/2027

    9,621        10,829   

Series 2005-16, Class PE
5.00%, 03/25/2034

    2,645        2,656   

Series 2005-48, Class AR
5.50%, 02/25/2035

    20,953        22,046   

Series 2005-62, Class CQ
4.75%, 07/25/2035

    9,406        9,866   

Series 2005-64, Class PL
5.50%, 07/25/2035

    55,252        62,207   

Series 2005-68, Class PG
5.50%, 08/25/2035

    38,454        43,389   

Series 2005-83, Class LA
5.50%, 10/25/2035

    22,150        24,764   

Series 2006-57, Class AD
5.75%, 06/25/2036

    115,394        124,526   

Series 2014-23, Class PA
3.50%, 08/25/2036

    124,058        128,872   

Series 2007-39, Class NA
4.25%, 01/25/2037

    5,830        5,954   

Series 2013-83, Class CA
3.50%, 10/25/2037

    101,237        105,527   

Series 2009-47, Class PA
4.50%, 07/25/2039

    15,278        16,102   
    Par
    Value($)    
          Value($)        

COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued)

   

Federal National Mortgage Association REMICS — (Continued)

   

Series 2011-113, Class NE
4.00%, 03/25/2040

    48,829        49,842   
   

 

 

 
      740,235   
   

 

 

 

Government National Mortgage Association — 0.2%

  

Series 2013-88, Class WA
5.00%, 06/20/2030(a)

    71,995        77,826   

Series 2002-22, Class GF
6.50%, 03/20/2032

    42,775        50,662   

Series 2002-51, Class D
6.00%, 07/20/2032

    50,949        57,611   

Series 2008-50, Class NA
5.50%, 03/16/2037

    12,171        12,742   

Series 2007-11, Class PE
5.50%, 03/20/2037

    27,577        31,287   

Series 2013-113, Class UB
3.00%, 11/20/2038

    78,414        79,768   
   

 

 

 
      309,896   
   

 

 

 

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $1,693,984)

      1,716,994   
   

 

 

 

U.S. GOVERNMENT AGENCY OBLIGATIONS — 2.5%

  

Federal Home Loan Bank — 0.8%

  

 

4.75%, 12/16/2016

    170,000        170,939   

0.75%, 08/28/2017

    150,000        150,163   

0.88%, 03/19/2018

    400,000        400,035   

1.25%, 06/08/2018

    340,000        341,963   

1.00%, 09/26/2019

    300,000        299,618   
   

 

 

 
      1,362,718   
   

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

12


PEMBERWICK FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

U.S. GOVERNMENT AGENCY OBLIGATIONS — (Continued)

  

Federal Home Loan Mortgage Corporation — 0.7%

  

1.00%, 03/08/2017

    140,000        140,285   

0.75%, 07/14/2017

    595,000        595,680   

0.88%, 10/12/2018

    200,000        199,837   

5.50%, 04/01/2021
Gold Pool #G11941

    26,140        27,773   

5.50%, 11/01/2021
Gold Pool #G12454

    12,656        13,507   

5.50%, 04/01/2023
Gold Pool #G13145

    24,432        26,515   

4.00%, 02/01/2026
Gold Pool #J14494

    60,008        64,085   

4.00%, 06/01/2026
Gold Pool #J15974

    19,950        21,304   

4.50%, 06/01/2029
Gold Pool #C91251

    18,277        19,959   

4.50%, 12/01/2029
Gold Pool #C91281

    35,621        38,931   

4.50%, 04/01/2030
Gold Pool #C91295

    19,521        21,358   
   

 

 

 
      1,169,234   
   

 

 

 

Federal National Mortgage Association — 1.0%

  

6.00%, 09/01/2019
Pool # 735439

    1,754        1,802   

5.50%, 06/01/2020
Pool # 888601

    4,323        4,469   

5.00%, 05/01/2023
Pool # 254762

    15,405        17,046   

5.50%, 01/01/2024
Pool # AD0471

    13,271        14,205   

5.00%, 12/01/2025
Pool # 256045

    31,306        34,644   
    Par
    Value($)    
          Value($)        

U.S. GOVERNMENT AGENCY OBLIGATIONS — (Continued)

  

Federal National Mortgage Association — (Continued)

   

 

5.50%, 05/01/2028
Pool # 257204

    25,158        28,347   

4.00%, 08/01/2029
Pool # MA0142

    30,939        33,158   

5.50%, 04/01/2037
Pool # AD0249

    36,081        41,047   

7.00%, 04/01/2037
Pool # 888366

    9,770        11,692   

5.00%, 10/01/2039
Pool # AC3237

    76,316        85,932   

5.00%, 02/13/2017

    200,000        202,565   

1.13%, 04/27/2017

    205,000        205,611   

5.38%, 06/12/2017

    550,000        566,185   

1.13%, 07/20/2018

    390,000        391,628   

1.38%, 10/07/2021

    210,000        209,072   
   

 

 

 
      1,847,403   
   

 

 

 

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $4,353,104)

      4,379,355   
   

 

 

 

U.S. TREASURY OBLIGATIONS — 22.4%

  

 

U.S. Treasury Notes — 22.4%

  

 

0.50%, 07/31/2017

    490,000        489,598   

0.63%, 05/31/2017

    890,000        890,348   

0.63%, 08/31/2017

    1,105,000        1,104,633   

0.63%, 09/30/2017

    720,000        719,606   

0.63%, 11/30/2017

    1,100,000        1,098,797   

0.63%, 04/30/2018

    2,140,000        2,134,650   

0.75%, 06/30/2017

    500,000        500,469   

0.75%, 10/31/2017

    1,405,000        1,405,466   
 

 

The accompanying notes are an integral part of the financial statements.

 

13


PEMBERWICK FUND

Portfolio of Investments (Continued)

October 31, 2016

(Unaudited)

 

    Par
    Value($)    
          Value($)        

U.S. TREASURY OBLIGATIONS — (Continued)

  

U.S. Treasury Notes — (Continued)

  

0.75%, 12/31/2017

    1,000,000        1,000,137   

0.75%, 02/28/2018

    450,000        449,930   

0.88%, 11/30/2016

    300,000        300,166   

0.88%, 12/31/2016

    410,000        410,421   

0.88%, 02/28/2017

    400,000        400,735   

0.88%, 04/30/2017

    675,000        676,191   

0.88%, 06/15/2017

    1,000,000        1,001,816   

0.88%, 01/31/2018

    920,000        921,635   

0.88%, 07/15/2018

    505,000        505,424   

0.88%, 05/15/2019

    180,000        179,698   

0.88%, 07/31/2019

    755,000        752,965   

1.00%, 03/31/2017

    1,170,000        1,172,862   

1.00%, 05/31/2018

    1,115,000        1,118,288   

1.00%, 06/30/2019

    380,000        380,430   

1.00%, 08/31/2019

    815,000        815,493   

1.00%, 09/30/2019

    740,000        740,274   

1.13%, 03/31/2020

    300,000        300,334   

1.25%, 10/31/2018

    1,915,000        1,928,951   

1.25%, 11/30/2018

    700,000        705,086   

1.25%, 01/31/2019

    1,585,000        1,596,670   

1.25%, 01/31/2020

    850,000        855,013   

1.38%, 07/31/2018

    1,200,000        1,211,156   

1.38%, 02/28/2019

    380,000        383,919   

1.38%, 01/31/2020

    250,000        252,520   

1.38%, 02/29/2020

    380,000        383,622   

1.38%, 04/30/2020

    300,000        302,707   

1.38%, 08/31/2020

    250,000        251,807   

1.38%, 09/30/2020

    150,000        151,031   

1.38%, 01/31/2021

    150,000        150,750   

1.50%, 08/31/2018

    430,000        435,022   

1.50%, 12/31/2018

    460,000        465,786   

1.50%, 01/31/2019

    1,150,000        1,164,846   

1.50%, 02/28/2019

    355,000        359,680   
    Par
    Value($)    
          Value($)        

U.S. TREASURY OBLIGATIONS — (Continued)

  

U.S. Treasury Notes — (Continued)

  

 

1.50%, 05/31/2019

    1,395,000        1,414,345   

1.50%, 10/31/2019

    200,000        202,883   

1.50%, 11/30/2019

    200,000        202,887   

1.50%, 05/31/2020

    320,000        324,131   

1.63%, 03/31/2019

    740,000        752,112   

1.63%, 04/30/2019

    1,695,000        1,723,637   

1.63%, 06/30/2019

    200,000        203,449   

1.63%, 07/31/2019

    180,000        183,178   

1.63%, 12/31/2019

    220,000        223,957   

1.75%, 09/30/2019

    300,000        306,527   

1.75%, 10/31/2020

    250,000        255,303   

1.88%, 09/30/2017

    280,000        283,024   

1.88%, 10/31/2017

    455,000        460,261   

1.88%, 06/30/2020

    200,000        205,262   

2.00%, 07/31/2020

    150,000        154,617   

2.00%, 11/30/2020

    390,000        402,028   

2.13%, 01/31/2021

    345,000        357,399   

2.25%, 07/31/2018

    180,000        184,409   

2.38%, 07/31/2017

    300,000        303,867   

3.13%, 01/31/2017

    90,000        90,633   

3.25%, 12/31/2016

    200,000        200,979   

TOTAL U.S. TREASURY OBLIGATIONS
(Cost $38,373,454)

      38,503,820   
   

 

 

 

TOTAL INVESTMENTS - 85.7%
(Cost $146,766,651)

   

    147,457,356   

OTHER ASSETS IN EXCESS OF LIABILITIES - 14.3%

      24,619,415   
   

 

 

 

NET ASSETS - 100.0%

    $   172,076,771   
   

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

14


PEMBERWICK FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

 

(a)  Variable or Floating Rate Security. Rate shown is as of October 31, 2016.
(b)  Security is a perpetual bond and has no definite maturity date.
(c)  Multi-Step Coupon. Rate disclosed is as of October 31, 2016.
LLC

Limited Liability Company

PLC

Public Limited Company

REMICS

    Real Estate Mortgage Investment Conduit

 

 

The accompanying notes are an integral part of the financial statements.

 

15


PEMBERWICK FUND

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $146,766,651)

   $ 147,457,356   

Cash

     26,968,041   

Receivable for investments sold

     51,833   

Dividends and interest receivable

     620,520   

Prepaid expenses and other assets

     17,375   
  

 

 

 

Total assets

     175,115,125   
  

 

 

 

Liabilities

  

Payable for investments purchased

     2,914,550   

Payable for administration and accounting fees

     56,687   

Payable to Investment Adviser

     21,478   

Payable for audit fees

     13,238   

Payable for printing fees

     11,039   

Payable for custodian fees

     6,166   

Payable for transfer agent fees

     3,590   

Payable for legal fees

     3,356   

Payable for distributions to shareholders

     2,337   

Accrued expenses

     5,913   
  

 

 

 

Total liabilities

     3,038,354   
  

 

 

 

Net Assets

   $ 172,076,771   
  

 

 

 

Net Assets Consisted of:

  

Capital stock, $0.01 par value

   $ 171,169   

Paid-in capital

     171,889,867   

Accumulated net investment income

     19,508   

Accumulated net realized loss from investments

     (694,478

Net unrealized appreciation on investments

     690,705   
  

 

 

 

Net Assets

   $ 172,076,771   
  

 

 

 

Shares Outstanding

     17,116,898   
  

 

 

 

Net asset value, offering and redemption price per share ($172,076,771 / 17,116,898 shares)

   $ 10.05   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

16


PEMBERWICK FUND

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Interest

   $ 1,125,119   
  

 

 

 

Total investment income

     1,125,119   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     427,039   

Administration and accounting fees (Note 2)

     96,080   

Transfer agent fees (Note 2)

     26,513   

Legal fees

     19,559   

Trustees’ and officers’ fees (Note 2)

     17,359   

Audit fees

     13,994   

Custodian fees (Note 2)

     12,639   

Printing and shareholder reporting fees

     8,901   

Registration and filing fees

     975   

Other expenses

     14,389   
  

 

 

 

Total expenses before waivers

     637,448   
  

 

 

 

Less: waivers (Note 2)

     (298,927
  

 

 

 

Net expenses after waivers

     338,521   
  

 

 

 

Net investment income

     786,598   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

  

Net realized loss from investments

     (7,055

Net change in unrealized appreciation/(depreciation) on investments

     71,472   
  

 

 

 

Net realized and unrealized gain on investments

     64,417   
  

 

 

 

Net increase in net assets resulting from operations

   $ 851,015   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

17


PEMBERWICK FUND

Statements of Changes in Net Assets

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Increase/(Decrease) in Net Assets From Operations:

        

Net investment income

     $ 786,598       $ 1,512,924  

Net realized gain/(loss) from investments

       (7,055 )       355,030  

Net change in unrealized appreciation/(depreciation) on investments

       71,472         (586,839 )
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       851,015         1,281,115  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income

       (784,280 )       (1,543,193 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

       (784,280 )       (1,543,193 )
    

 

 

     

 

 

 

Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 4)

       (5,797,993 )       8,090,417  
    

 

 

     

 

 

 

Total increase/(decrease) in net assets

       (5,731,258 )       7,828,339  
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       177,808,029         169,979,690  
    

 

 

     

 

 

 

End of period

     $ 172,076,771       $ 177,808,029  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 19,508       $ 17,190  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

18


PEMBERWICK FUND

Financial Highlights

 

 

Contained below is per share operating performance data, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     For the   For the   For the   For the   For the   For the
     Six Months Ended   Year   Year   Year   Year   Year
     October 31, 2016   Ended   Ended   Ended   Ended   Ended
     (Unaudited)   April 30, 2016   April 30, 2015   April 30, 2014   April 30, 2013   April 30, 2012

Per Share Operating Performance

                        

Net asset value, beginning of period

     $ 10.05       $ 10.06       $ 10.08       $ 10.12       $ 10.03       $ 10.16  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.05         0.09         0.09         0.10         0.11         0.13  

Net realized and unrealized gain/(loss) on investments

       (2)       (0.01 )       (0.02 )       (0.03 )       0.11         (0.12 )(3)
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

       0.05         0.08         0.07         0.07         0.22         0.01  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                        

Net investment income

       (0.05 )       (0.09 )       (0.09 )       (0.11 )       (0.13 )       (0.14 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

       (0.05 )       (0.09 )       (0.09 )       (0.11 )       (0.13 )       (0.14 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 10.05       $ 10.05       $ 10.06       $ 10.08       $ 10.12       $ 10.03  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(4)

       0.46 %       0.85 %       0.74 %       0.68 %       2.19 %       0.12 %

Ratios/Supplemental Data

                        

Net assets, end of period (in thousands)

     $ 172,077       $ 177,808       $ 169,980       $ 167,888       $ 119,793       $ 119,521  

Ratio of expenses to average net assets

       0.40 %(5)       0.39 %       0.39 %       0.41 %       0.45 %       0.45 %

Ratio of expenses to average net assets without waivers and expense reimbursements(6)

       0.75 %(5)       0.74 %       0.74 %       0.76 %       0.80 %       0.80 %

Ratio of net investment income to average net assets

       0.92 %(5)       0.92 %       0.91 %       1.00 %       1.10 %       1.07 %

Portfolio turnover rate

       5.52 %(7)       45.29 %       35.46 %       35.29 %       27.96 %       23.14 %

 

(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3)  Includes payments by affiliate which equaled $0.03 per share.
(4)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any.
(5)  Annualized.
(6)  During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).
(7)  Not annualized.

 

19


PEMBERWICK FUND

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Pemberwick Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on February 1, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers one class of shares and is not subject to a front-end sales charge.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m., Eastern time) on each day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers National Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and asked prices for such securities in the over-the-counter market. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

20


PEMBERWICK FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

Fair Value Measurements — The inputs and valuations techniques used to measure fair value of the Fund’s net assets are summarized into three levels as described in the hierarchy below:

 

•  Level 1 —

 

quoted prices in active markets for identical securities;

•  Level 2 —

 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•  Level 3 —

 

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The fair value of a Fund’s bonds are generally based on quotes received from brokers or independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s assets carried at fair value:

                                                                                       
                  Level 2      Level 3  
    Total      Level 1      Other Significant      Significant  
    Value at      Quoted      Observable      Unobservable  
    10/31/16      Price      Inputs      Inputs  

Corporate Bonds and Notes

  $ 102,857,187       $       $ 102,857,187       $   

Collateralized Mortgage Obligations

    1,716,994                 1,716,994           

U.S. Government Agency Obligations

    4,379,355                 4,379,355           

U.S. Treasury Obligations

    38,503,820                 38,503,820           
 

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments*

  $ 147,457,356       $       $ 147,457,356       $   
 

 

 

    

 

 

    

 

 

    

 

 

 

 

* Please refer to Portfolio of Investments for details on portfolio holdings.

  

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices

 

21


PEMBERWICK FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Gains and losses on principal paydowns from mortgage backed securities are recorded as interest income on the Statement of Operations. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital

 

22


PEMBERWICK FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to such fund.

Dividends and Distributions to Shareholders — Dividends from net investment income are declared daily and paid monthly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Related Parties and Other Service Providers

Pemberwick Investment Advisors LLC (“Pemberwick” or the “Advisor”) serves as the investment advisor to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Advisor earns a monthly fee at the annual rate of 0.50% of the Fund’s average daily net assets. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Fund expenses; however; the Advisor is not required to do so. For the six months ended October 31, 2016, the Advisor earned fees of $427,039 and waived fees of 0.35% of the Fund’s average daily net assets totaling $298,927.

Pemberwick has retained the services of J.P. Morgan Investment Management Inc. (“Sub-Advisor”) as the sub-advisor to the Fund. The Sub-Advisor provides certain investment services, information, advice, assistance and facilities and performs research, statistical and investment services pursuant to a sub-advisory agreement between the Advisor and the Sub-Advisor. The Sub-Advisor is compensated by the Advisor and not the Fund.

 

23


PEMBERWICK FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

Trustees and Officers

The Trust is governed by its board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $10,525. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

     Purchases      Sales  

U.S. Government Securities

   $ 6,919,509       $ 8,196,608   

Other Securities

     1,377,200         17,695,333   

 

24


PEMBERWICK FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Six Months Ended              
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016  
     Shares     Value     Shares     Value  

Sales

     1,643,262      $ 16,526,606        5,157,961      $ 51,730,683   

Reinvestments

     77,976        784,280        153,755        1,542,964   

Redemptions

     (2,297,839     (23,108,879     (4,506,685     (45,183,230
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

     (576,601   $ (5,797,993     805,031      $ 8,090,417   
  

 

 

   

 

 

   

 

 

   

 

 

 

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state, and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $1,543,193 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

 

    Undistributed       Qualified   Other
Capital Loss   Ordinary   Unrealized   Late-Year   Temporary

Carryforward

  Income   Appreciation   Losses   Differences
$(680,719)   $19,523   $612,529   $—     $(2,333)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

 

25


PEMBERWICK FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

 

          

                        

Federal tax cost*

   $ 146,766,651     
  

 

 

   

Gross unrealized appreciation

   $ 729,095     

Gross unrealized depreciation

     (38,390  
  

 

 

   

Net unrealized appreciation

   $ 690,705     
  

 

 

   

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to the federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the fiscal year ended April 30, 2016, the Fund had no loss deferrals.

Accumulated capital losses represent net capital loss carryovers as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.

As of April 30, 2016, the Fund had pre-enactment capital loss carryforwards of $20,817. If not utilized against future capital gains, $10,862 and $9,955 of this capital loss carryforward will expire in 2018 and 2019, respectively. In addition, the Fund had post-enactment capital loss carryforwards of $659,902, of which $208,243 are short-term losses and $451,659 are long-term losses and have an unlimited period of capital loss carryforward.

6. Significant Risks

Mortgage-Related And Other Asset-Backed Securities Risk — Mortgage-related and asset-backed securities are subject to certain other risks. The value of these securities will be influenced by the factors affecting the housing market and the assets underlying such securities. As a result, during periods of

 

26


PEMBERWICK FUND

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

declining asset value, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid.

Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

7. Subsequent Event

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:

A Special Meeting of Shareholders (the “Meeting”) of the Pemberwick Fund (the “Fund”), a series of FundVantage Trust, was held on November 22, 2016 for the following purpose:

To approve an Agreement and Plan of Reorganization (the “Plan”), which provides for: (a) the transfer of all the assets and liabilities of the Fund to the Pemberwick Fund (the “Acquiring Fund”), a newly formed series of Manager Directed Portfolios, in exchange for shares of the Acquiring Fund; (b) the distribution of the shares of the Acquiring Fund pro rata by the Fund to its shareholders in complete liquidation of the Fund (the “Reorganization”); and (c) the dissolution and termination of the Fund as a series of FundVantage.

All Fund shareholders of record at the close of business on September 30, 2016 were entitled to attend or submit proxies. As of the record date, the Fund had 16,731,954.683 shares outstanding. At the meeting, shareholders approved the Plan. The results of the voting for the proposal were as follows:

     For    Against    Abstained
     Votes    Votes    Votes

Shares

   16,183,100      

 

27


PEMBERWICK FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 447-4785 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

28


 

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Investment Adviser

Pemberwick Investment Advisors LLC

340 Pemberwick Road

Greenwich, CT 06831

Sub-Advisor

J.P. Morgan Investment Management Inc.

245 Park Ave.

New York, NY 10167

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassat Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

PEMBERWICK FUND

of

FundVantage Trust

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

This report is submitted for the general information of the shareholders of the Pemberwick Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Pemberwick Fund.

 

 


POLEN GROWTH FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016
     Six               Since
       Months†         1 Year           3 Year           5 Year         Inception*  

Institutional Class

       1.74 %       -2.47 %       12.40 %       12.59 %       13.68 %

S&P 500® Index

       4.06 %       4.51 %       8.84 %       13.57 %       13.86 %***

Russell 1000® Growth Index

       3.70 %       2.28 %       9.36 %       13.65 %       14.63 %***
     Six               Since
     Months†   1 Year   3 Year   5 Year   Inception**

Investor Class

       1.66 %       -2.70 %       12.11 %       12.31 %       11.53 %

S&P 500® Index

       4.06 %       4.51 %       8.84 %       13.57 %       11.76 %***

Russell 1000® Growth Index

       3.70 %       2.28 %       9.36 %       13.65 %       12.12 %***

 

Not Annualized.

 

*

The Polen Growth Fund (the “Fund”) Institutional Class shares commenced operations on September 15, 2010.

 

**

The Investor Class shares commenced operations on December 30, 2010.

 

***

Benchmark performance is from the commencement date of the Fund Class only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 678-6024. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual gross and net operating expense ratios, as stated in the current prospectus dated September 1, 2016, are 1.17% and 1.00%, respectively, for the Institutional Class shares and 1.42% and 1.25%, respectively, for the Investor Class shares of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. Polen Capital Management, LLC (“PCM” or the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed 1.00% (on an annual basis) with respect to the Funds average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018 unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of the S&P 500® and the Russell 1000® Growth Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 1000® Growth Index is an unmanaged index that measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000® Growth Index companies with higher price-to-book ratios and higher forecasted growth values. It is impossible to invest directly in an index.

 

1


POLEN GROWTH FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.

 

2


POLEN GLOBAL GROWTH FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016
     Six       Since
     Months†   1 Year   Inception*

Institutional Class

   2.06%   -0.28%   4.80%

MSCI All Country World ® Index (“ACWI”)(Gross Dividend)

   3.31%   2.64%       0.32%***
     Six       Since
     Months†   1 Year   Inception**

Investor Class

   1.97%   -0.52%   3.89%

MSCI All Country World ® Index (“ACWI”)(Gross Dividend)

   3.31%   2.64%      0.27%***

 

Not Annualized.

 

* The Polen Global Growth Fund (the “Fund”) Institutional Class shares commenced operations on December 30, 2014.

 

** The Fund’s Investor Class shares commenced operations on July 6, 2015.

 

***

Benchmark performance is from the commencement date of the Fund Class only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 678-6024. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual gross and net operating expense ratios, as stated in the current prospectus dated September 1, 2016, are 3.63% and 1.10%, respectively, for the Institutional Class shares and 3.51% and 1.35%, respectively, for the Investor Class shares of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. Polen Capital Management, LLC (“PCM” or the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed 1.10% (on an annual basis) with respect to the Funds average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018 unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

 

3


POLEN GLOBAL GROWTH FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of the MSCI ACWI Index, which captures large and mid-cap representation across 23 Developed Markets (DM) and 23 Emerging Markets (EM) countries. With 2,466 constituents, the index covers approximately 85% of the global investable equity opportunity set. Indexes are unmanaged and it is not possible to invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices.

The Fund may invest a substantial amount of its assets in issuers located in a limited number of countries. If the Fund concentrates its investments in this manner, it assumes the risk that economic, political and social conditions in those countries will have a significant impact on its investment performance. The Fund’s investment performance may also be more volatile if it concentrates its investments in certain countries, especially emerging market countries.

 

4


POLEN GROWTH FUNDS

Funds Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of each accompanying table provides information about 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 Examples for Comparison Purposes

The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund(s) and other funds. To do so, compare 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 accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees.Therefore, each hypothetical line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

5


POLEN GROWTH FUNDS

Funds Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     Polen Growth Fund
     Beginning Account Value
May 1, 2016
   Ending Account Value
October 31, 2016
   Expenses Paid
During Period

Institutional Class*

              

Actual

       $1,000.00          $1,017.40          $5.08  

Hypothetical (5% return before expenses)

       1,000.00          1,020.16          5.09  

Investor Class*

              

Actual

       $1,000.00          $1,016.60          $6.35  

Hypothetical (5% return before expenses)

       1,000.00          1,018.90          6.36  
     Polen Global Growth Fund
     Beginning Account Value
May 1, 2016
   Ending Account Value
October 31, 2016
   Expenses Paid
During Period

Institutional Class**

              

Actual

       $1,000.00          $1,020.60          $5.60  

Hypothetical (5% return before expenses)

       1,000.00          1,019.66          5.60  

Investor Class**

              

Actual

       $1,000.00          $1,019.70          $6.87  

Hypothetical (5% return before expenses)

       1,000.00          1,018.40          6.87  

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.00% for Institutional Class and 1.25% for Investor Class, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line of each table are based on the actual six-month total returns for the Fund of 1.74% and 1.66% for Institutional Class and Investor Class, respectively.

 

**

Expenses are equal to an annualized expense ratio for the six-month period October 31, 2016 of 1.10% for Institutional Class and 1.35% for Investor Class, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line of each table are based on the actual six-month total returns for the Fund of 2.06% and 1.97% for Institutional Class and Investor Class, respectively.

 

6


POLEN GROWTH FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by industry of the portfolio holdings of the Fund:

 

     % of Net                                                                 
     Assets   Value   

COMMON STOCKS:

           

Internet Content & Information

       18.4 %     $ 224,031,119     

Credit Services

       10.1         123,217,302     

Information Technology Services

       8.3         100,941,202     

Biotechnology

       7.3         89,057,725     

Leisure

       5.9         72,278,548     

Footwear & Accessories

       5.7         69,625,202     

Restaurants

       5.5         67,406,754     

Apparel Stores

       4.9         59,857,565     

Software Application

       4.9         59,770,614     

Business Services

       4.6         55,783,086     

Software Infrastructure

       4.6         55,344,817     

Packaged Foods

       4.2         50,731,636     

Consumer Electronics

       4.0         47,989,611     

Specialty Retail

       4.0         48,349,152     

Discount Stores

       3.0         36,634,005     

Medical Devices

       1.7         20,895,916     

Other Assets In Excess of Liabilities

       2.9         35,106,688     
    

 

 

     

 

 

    

NET ASSETS

       100.0 %     $ 1,217,020,942     
    

 

 

     

 

 

    

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

7


POLEN GROWTH FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

 

     Number         
       of Shares        Value  

COMMON STOCKS — 97.1%

  

Apparel Stores — 4.9%

  

TJX Cos., Inc. (The)

     811,628       $ 59,857,565   
     

 

 

 

Biotechnology — 7.3%

  

Celgene Corp.*

     487,017         49,763,397   

Regeneron Pharmaceuticals, Inc.*

     113,890         39,294,328   
     

 

 

 
        89,057,725   
     

 

 

 

Business Services — 4.6%

  

Automatic Data Processing, Inc.

     640,743         55,783,086   
     

 

 

 

Consumer Electronics — 4.0%

  

Apple, Inc.

     422,667         47,989,611   
     

 

 

 

Credit Services — 10.1%

  

Mastercard, Inc., Class A

     244,938         26,213,265   

Visa, Inc., Class A

     1,175,664         97,004,037   
     

 

 

 
        123,217,302   
     

 

 

 

Discount Stores — 3.0%

  

Dollar General Corp.

     530,236         36,634,005   
     

 

 

 

Footwear & Accessories — 5.7%

  

NIKE, Inc., Class B

     1,387,509         69,625,202   
     

 

 

 

Information Technology Services — 8.3%

  

Accenture PLC, Class A

     538,292         62,571,062   

Gartner, Inc.*

     445,957         38,370,140   
     

 

 

 
        100,941,202   
     

 

 

 

Internet Content & Information — 18.4%

  

Alphabet, Inc., Class A*

     70,070         56,749,693   

Alphabet, Inc., Class C*

     103,675         81,337,184   

Facebook, Inc., Class A*

     656,113         85,944,242   
     

 

 

 
            224,031,119   
     

 

 

 

 

     Number         
       of Shares        Value  

COMMON STOCKS — (Continued)

  

Leisure — 5.9%

     

Priceline Group, Inc. (The)*

     49,028       $ 72,278,548   
     

 

 

 

Medical Devices — 1.7%

     

Align Technology, Inc.*

     243,202         20,895,916   
     

 

 

 

Packaged Foods — 4.2%

     

Nestle SA, SP ADR

     698,350         50,731,636   
     

 

 

 

Restaurants — 5.5%

     

Starbucks Corp.

     1,270,148         67,406,754   
     

 

 

 

Software Application — 4.9%

  

  

Adobe Systems, Inc.*

     555,954         59,770,614   
     

 

 

 

Software Infrastructure — 4.6%

  

  

Oracle Corp.

     1,440,521         55,344,817   
     

 

 

 

Specialty Retail — 4.0%

     

O’Reilly Automotive, Inc.*

     182,836         48,349,152   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $1,025,180,067)

   

     1,181,914,254   
     

 

 

 

TOTAL INVESTMENTS - 97.1%
(Cost $1,025,180,067)

   

     1,181,914,254   

OTHER ASSETS IN EXCESS OF
LIABILITIES - 2.9%

        35,106,688   
     

 

 

 

NET ASSETS - 100.0%

      $ 1,217,020,942   
     

 

 

 

 

*   Non-income producing.

PLC

  

Public Limited Corporation

SP ADR

  

Sponsored American Depository Receipt

 

 

 

The accompanying notes are an integral part of the financial statements.

 

8


POLEN GLOBAL GROWTH FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by industry of the portfolio holdings of the Fund:

 

     % of Net                                                                                          
     Assets     Value     

COMMON STOCKS:

       

Internet Software & Services

     19.5   $ 3,000,612      

Information Technology Services

     15.8        2,423,828      

Specialty Retail

     7.6        1,164,926      

Biotechnology

     6.5        1,005,343      

Software

     5.9        904,089      

Health Care Equipment & Supplies

     4.7        724,777      

Food Products

     4.7        718,540      

Textiles, Apparel & Luxury Goods

     4.2        639,193      

Hotels, Restaurants & Leisure

     4.0        615,081      

Insurance

     3.6        544,801      

Internet & Direct Marketing Retail

     2.8        431,949      

Household Products

     2.5        379,583      

Technology Hardware, Storage & Peripherals

     2.2        341,869      

Professional Services

     2.1        315,759      

Trading Companies & Distributors

     2.0        311,840      

Pharmaceuticals

     1.2        179,726      

Other Assets In Excess of Liabilities

     10.7        1,641,304      
  

 

 

   

 

 

    

NET ASSETS

     100.0   $ 15,343,220      
  

 

 

   

 

 

    

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

9


POLEN GLOBAL GROWTH FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

     Number         
         of Shares                  Value          

COMMON STOCKS — 89.3%

  

Australia — 2.4%

     

CSL, Ltd.

     4,738       $ 361,536   
     

 

 

 

Cayman Islands — 7.3%

     

Alibaba Group Holding, Ltd., SP ADR*

     4,123         419,268   

Tencent Holdings, Ltd.

     26,500         702,312   
     

 

 

 
        1,121,580   
     

 

 

 

China — 2.1%

     

Baidu, Inc., SP ADR*

     1,805         319,232   
     

 

 

 

Denmark — 1.2%

     

Novo Nordisk A/S, SP ADR

     5,057         179,726   
     

 

 

 

France — 2.7%

     

Essilor International SA

     3,662         411,513   
     

 

 

 

Hong Kong — 3.5%

     

AIA Group, Ltd.

     86,600         544,801   
     

 

 

 

Ireland — 4.0%

     

Accenture PLC, Class A

     5,280         613,747   
     

 

 

 

Israel — 2.5%

     

Check Point Software Technologies, Ltd.*

     4,533         383,311   
     

 

 

 

Switzerland — 6.7%

     

Nestle SA, Registered Shares

     9,909         718,540   

SGS SA, Registered Shares

     156         315,759   
     

 

 

 
        1,034,299   
     

 

 

 

United Kingdom — 2.5%

     

Reckitt Benckiser Group PLC

     4,243         379,583   
     

 

 

 

United States — 54.4%

     

Adobe Systems, Inc.*

     4,844         520,778   
     Number        
         of Shares                 Value          

COMMON STOCKS — (Continued)

  

United States — (Continued)

  

Align Technology, Inc.*

     3,646      $ 313,264   

Alphabet, Inc., Class C*

     1,158        908,256   

Apple, Inc.

     3,011        341,869   

Automatic Data Processing, Inc.

     5,363        466,903   

Celgene Corp.*

     2,394        244,619   

Facebook, Inc., Class A*

     4,974        651,544   

Fastenal Co.

     8,000        311,840   

Mastercard, Inc., Class A

     4,595        491,757   

NIKE, Inc., Class B

     12,738        639,193   

O’Reilly Automotive, Inc.*

     2,448        647,349   

Priceline Group, Inc. (The)*

     293        431,949   

Regeneron Pharmaceuticals, Inc.*

     1,157        399,188   

Starbucks Corp.

     11,590        615,081   

TJX Cos, Inc. (The)

     7,018        517,577   

Visa, Inc., Class A

     10,319        851,421   
    

 

 

 
       8,352,588   
    

 

 

 

TOTAL COMMON STOCKS
(Cost $12,954,061)

   

    13,701,916   
    

 

 

 

TOTAL INVESTMENTS - 89.3%
(Cost $12,954,061)

   

    13,701,916   

OTHER ASSETS IN EXCESS OF
LIABILITIES - 10.7%

       1,641,304   
    

 

 

 

NET ASSETS - 100.0%

     $   15,343,220   
    

 

 

 

 

*   Non-income producing.

PLC

  

Public Limited Corporation

SP ADR

  

Sponsored American Depository Receipt

 

 

The accompanying notes are an integral part of the financial statements.

 

10


POLEN GROWTH FUNDS

Statements of Assets and Liabilities

October 31, 2016

(Unaudited)

 

     Polen Growth   Polen Global
     Fund   Growth Fund

Assets

        

Investments, at value (Cost $1,025,180,067 and $12,954,061, respectively)

     $ 1,181,914,254       $ 13,701,916  

Cash

       34,770,777         1,704,260  

Receivable for investments sold

       856,186          

Receivable for capital shares sold

       5,042,202         14,430  

Dividends and interest receivable

       697,377         17,497  

Receivable from Investment Adviser

               9,688  

Prepaid expenses and other assets

       178,263         27,982  
    

 

 

     

 

 

 

Total assets

       1,223,459,059         15,475,773  
    

 

 

     

 

 

 

Liabilities

        

Payable for capital shares redeemed

       3,913,984         24,840  

Payable to Investment Advisor

       865,472          

Payable for investments purchased

       339,209         1,100  

Payable for administration and accounting fees

       192,445         22,621  

Payable for distribution fees

       21,946         162  

Payable for transfer agent fees

       15,677         25,410  

Payable for audit fees

       13,401         13,357  

Payable for custodian fees

       6,790         29,847  

Payable for printing fees

       443         6,812  

Payable for legal fees

       710         2,939  

Payable for Trustees and Officers

               2,918  

Accrued expenses

       1,068,040         2,547  
    

 

 

     

 

 

 

Total liabilities

       6,438,117         132,553  
    

 

 

     

 

 

 

Net Assets

     $ 1,217,020,942       $ 15,343,220  
    

 

 

     

 

 

 

Net Assets Consisted of:

        

Capital stock, $0.01 par value

     $ 632,862       $ 14,091  

Paid-in capital

       1,062,786,539         14,645,161  

Accumulated net investment income/(loss)

       (2,202,742 )       (27,919 )

Accumulated net realized gain/(loss) from investments and foreign currency transactions

       (929,904 )       (35,802 )

Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currency

       156,734,187         747,689  
    

 

 

     

 

 

 

Net Assets

     $ 1,217,020,942       $ 15,343,220  
    

 

 

     

 

 

 

Institutional Class:

        

Net asset value, offering and redemption price per share
($1,115,490,591 / 57,944,019 shares) and ($14,582,494 / 1,338,955 shares)

     $ 19.25       $ 10.89  
    

 

 

     

 

 

 

Investor Class:

        

Net asset value, offering and redemption price per share
($101,530,351 / 5,342,225 shares) and ($760,726 / 70,123 shares)

     $ 19.01       $ 10.85  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

11


POLEN GROWTH FUNDS

Statements of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

     Polen Growth   Polen Global
     Fund   Growth Fund

Investment Income

        

Dividends

     $ 3,869,848       $ 57,654  

Interest

       1,517         108  

Less: foreign taxes withheld

       (5,216 )       (846 )
    

 

 

     

 

 

 

Total investment income

       3,866,149         56,916  
    

 

 

     

 

 

 

Expenses

        

Advisory fees (Note 2)

       5,917,269         63,857  

Transfer agent fees (Note 2)

       407,022         57,822  

Administration and accounting fees

       302,385         36,531  

Distribution fees (Investor Shares) (Note 2)

       151,622         826  

Custodian fees (Note 2)

       56,016         24,562  

Trustees’ and officers’ fees (Note 2)

       34,275         1,565  

Registration and filing fees

       32,808         14,033  

Legal fees

       24,446         372  

Printing and shareholder reporting fees

       22,875         3,056  

Audit fees

       13,607         14,710  

Other expenses

       58,346         7,205  
    

 

 

     

 

 

 

Total expenses before waivers and reimbursements

       7,020,671         224,539  
    

 

 

     

 

 

 

Less: waivers and reimbursements (Note 2)

       (951,780 )       (141,073 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

       6,068,891         83,466  
    

 

 

     

 

 

 

Net investment loss

       (2,202,742 )       (26,550 )
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments

        

Net realized gain from investments

       1,484,682         75,173  

Net realized loss from foreign currency transactions

               (2,055 )

Net change in unrealized appreciation/(depreciation) on investments

       19,082,734         253,144  

Net change in unrealized appreciation/(depreciation) on foreign currency translations

               (284 )
    

 

 

     

 

 

 

Net realized and unrealized gain on investments

       20,567,416         325,978  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

     $ 18,364,674       $ 299,428  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

12


POLEN GROWTH FUND

Statements of Changes in Net Assets

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Increase/(Decrease) in Net Assets from Operations:

        

Net investment income

     $ (2,202,742 )     $ 103,366  

Net realized gain from investments

       1,484,682         2,970,260  

Net change in unrealized appreciation/(depreciation) on investments

       19,082,734         31,589,463  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       18,364,674         34,663,089  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net realized capital gains:

        

Institutional Class

               (27,326,452 )

Investor Class

               (4,427,516 )
    

 

 

     

 

 

 

Total net realized capital gains

               (31,753,968 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

               (31,753,968 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

       88,076,737         701,406,937  
    

 

 

     

 

 

 

Total increase in net assets

       106,441,411         704,316,058  
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       1,110,579,531         406,263,473  
    

 

 

     

 

 

 

End of period

     $ 1,217,020,942       $ 1,110,579,531  
    

 

 

     

 

 

 

Accumulated net investment loss, end of period

     $ (2,202,742 )     $  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

13


POLEN GLOBAL GROWTH FUND

Statements of Changes in Net Assets

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Increase/(Decrease) in Net Assets from Operations:

        

Net investment loss

     $ (26,550 )     $ (1,147 )

Net realized gain/(loss) from investments and foreign currency transactions

       73,118         (111,703 )

Net change in unrealized appreciation on investments

       252,860         413,461  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       299,428         300,611  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Institutional Class

               (8,435 )

Investor Class

               (64 )
    

 

 

     

 

 

 

Total net investment income

               (8,499 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

               (8,499 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

       1,038,413         10,637,704  
    

 

 

     

 

 

 

Total increase in net assets

       1,337,841         10,929,816  
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       14,005,379         3,075,563  
    

 

 

     

 

 

 

End of period

     $ 15,343,220       $ 14,005,379  
    

 

 

     

 

 

 

Accumulated net investment loss, end of period

     $ (27,919 )     $ (1,369 )
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

14


POLEN GROWTH FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Institutional Class
    For the                    
    Six Months Ended   For the   For the   For the   For the   For the
    October 31, 2016   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended
    (Unaudited)   April 30, 2016   April 30, 2015   April 30, 2014   April 30, 2013   April 30, 2012

Per Share Operating Performance

                       

Net asset value, beginning of period

    $ 18.92       $ 18.29       $ 16.45       $ 14.17       $ 13.79       $ 12.10  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income/(loss)(1)

      (0.03 )       0.01         0.02         0.03         0.03         (2)

Net realized and unrealized gain on investments

      0.36         1.45         3.09         2.48         0.40         1.68  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

      0.33         1.46         3.11         2.51         0.43         1.68  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                       

Net investment income

                      (0.02 )       (0.04 )                

Net realized capital gains

              (0.83 )       (1.25 )       (0.20 )       (0.06 )       (2)
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

              (0.83 )       (1.27 )       (0.24 )       (0.06 )        
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees

      (2)       (2)       (2)       0.01         0.01         0.01  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

    $ 19.25       $ 18.92       $ 18.29       $ 16.45       $ 14.17       $ 13.79  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

      1.74 %       7.86 %       19.17 %       17.84 %       3.19 %       13.97 %

Ratios/Supplemental Data

                       

Net assets, end of period (in thousands)

    $ 1,115,491       $ 959,962       $ 376,718       $ 252,108       $ 294,408       $ 215,387  

Ratio of expenses to average net assets

      1.00 %(4)       1.00 %       1.00 %       1.00 %       1.00 %       1.00 %

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

      1.16 %(4)       1.17 %       1.25 %       1.27 %       1.26 %       1.44 %

Ratio of net investment income/(loss) to average net assets

      (0.35 )%(4)       0.04 %       0.10 %       0.17 %       0.24 %       (0.01 )%

Portfolio turnover rate

      4.73 %(6)       9.13 %       33.44 %       39.52 %       51.04 %       35.48 %

 

(1)  The selected per share data was calculated using the average shares outstanding method for the year.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4)  Annualized.
(5)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.

The accompanying notes are an integral part of the financial statements.

 

15


POLEN GROWTH FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Investor Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Investor Class
     For the                    
     Six Months Ended   For the   For the   For the   For the   For the
     October 31, 2016   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended
     (Unaudited)   April 30, 2016   April 30, 2015   April 30, 2014   April 30, 2013   April 30, 2012

Per Share Operating Performance

                        

Net asset value, beginning of period

     $ 18.70       $ 18.14       $ 16.35       $ 14.09       $ 13.74       $ 12.09  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment loss(1)

       (0.06 )       (0.04 )       (0.02 )       (0.01 )       (2)       (0.03 )

Net realized and unrealized gain on investments

       0.37         1.43         3.06         2.47         0.40         1.67  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

       0.31         1.39         3.04         2.46         0.40         1.64  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                        

Net investment income

                               (0.01 )                

Net realized capital gains

               (0.83 )       (1.25 )       (0.20 )       (0.06 )       (2)
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

               (0.83 )       (1.25 )       (0.21 )       (0.06 )        
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees

       (2)       (2)       (2)       0.01         0.01         0.01  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 19.01       $ 18.70       $ 18.14       $ 16.35       $ 14.09       $ 13.74  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       1.66 %       7.54 %       18.87 %       17.59 %       2.98 %       13.65 %

Ratios/Supplemental Data

                        

Net assets, end of period (in thousands)

     $ 101,530       $ 150,617       $ 29,545       $ 79,433       $ 100,859       $ 101,396  

Ratio of expenses to average net assets

       1.25 %(4)       1.25 %       1.25 %       1.25 %       1.25 %       1.25 %

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       1.41 %(4)       1.42 %       1.50 %       1.52 %       1.51 %       1.74 %

Ratio of net investment loss to average net assets

       (0.60 )%(4)       (0.21 )%       (0.14 )%       (0.08 )%       (0.01 )%       (0.26 )%

Portfolio turnover rate

       4.73 %(6)       9.13 %       33.44 %       39.52 %       51.04 %       35.48 %

 

(1)  The selected per share data was calculated using the average shares outstanding method for the year.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4)  Annualized.
(5)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.

The accompanying notes are an integral part of the financial statements.

 

16


POLEN GLOBAL GROWTH FUND

Financial Highlights

 

 

Contained below is per share operating performance data for each Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class
     For the        
     Six Months Ended   For the   For the Period
     October 31, 2016   Year Ended   December 30, 2014*
     (Unaudited)   April 30, 2016   to April 30, 2015

Per Share Operating Performance

            

Net asset value, beginning of period

     $ 10.67       $ 10.29       $ 10.00  
    

 

 

     

 

 

     

 

 

 

Net investment income/(loss)(1)

       (0.02 )       (2)       0.02  

Net realized and unrealized gain on investments

       0.24         0.39         0.27  
    

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

       0.22         0.39         0.29  
    

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

            

Net investment income

               (0.01 )        
    

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

               (0.01 )        
    

 

 

     

 

 

     

 

 

 

Redemption fees

       (2)       (2)        
    

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 10.89       $ 10.67       $ 10.29  
    

 

 

     

 

 

     

 

 

 

Total investment return(3)

       2.06 %       3.78 %       2.90 %

Ratio/Supplemental Data

            

Net assets, end of period (in thousands)

     $ 14,582       $ 13,483       $ 3,076  

Ratio of expenses to average net assets

       1.10 %(4)       1.10 %       1.10 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       2.98 %(4)       3.63 %       9.78 %(4)

Ratio of net investment income/(loss) to average net assets

       (0.34 )%(4)       (0.01 )%       0.47 %(4)

Portfolio turnover rate

       6.71 %(6)       6.99 %        

 

* Commencement of operations.
(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4)  Annualized.
(5)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.

The accompanying notes are an integral part of the financial statements.

 

17


POLEN GLOBAL GROWTH FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Investor Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

     Investor Class
     For the    
     Six Months Ended   For the Period
     October 31, 2016   July 6, 2015*
     (Unaudited)   to April 30, 2016

Per Share Operating Performance

        

Net asset value, beginning of period

     $ 10.64       $ 10.32  
    

 

 

     

 

 

 

Net investment income/(loss)(1)

       (0.03 )       (2)

Net realized and unrealized gain on investments

       0.24         0.32  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       0.21         0.32  
    

 

 

     

 

 

 

Dividends and distributions to shareholders from:

        

Net investment income

       (2)       (2)
    

 

 

     

 

 

 

Redemption fees

       (2)       (2)
    

 

 

     

 

 

 

Net asset value, end of period

     $ 10.85       $ 10.64  
    

 

 

     

 

 

 

Total investment return(3)

       1.97 %       3.13 %

Ratio/Supplemental Data

        

Net assets, end of period (in thousands)

     $ 761       $ 523  

Ratio of expenses to average net assets(4)

       1.35 %       1.35 %

Ratio of expenses to average net assets without waivers and expense
reimbursements(4)(5)

       3.21 %       3.51 %

Ratio of net investment loss to average net assets(4)

       (0.59 )%       (0.06 )%

Portfolio turnover rate

       6.71 %(6)       6.99 %

 

* Commencement of operations.
(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4)  Annualized.
(5)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.

The accompanying notes are an integral part of the financial statements.

 

18


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Polen Growth Fund and the Polen Global Growth Fund (the “Funds”) are non-diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on September 15, 2010 and December 30, 2014, respectively. The Funds are separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds offer two separate classes of shares, Investor Class (formerly Retail Class) and Institutional Class.

The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Funds’ net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Funds are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements —The inputs and valuation techniques used to measure fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:

 

 

• Level 1 —

 

quoted prices in active markets for identical securities;

 

• Level 2 —

 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

• Level 3 —

 

significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).

 

19


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that each Fund calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. As a result, each Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy.

Securities listed on a non-U.S. exchange are generally fair valued daily by an independent fair value pricing service approved by the Board of Trustees and categorized as Level 2 investments within the hierarchy. The fair valuations for these securities may not be the same as quoted or published prices of the securities on their primary markets. Securities for which daily fair value prices from the independent fair value pricing service are not available are generally valued at the last quoted sale price at the close of an exchange on which the security is traded and categorized as Level 1 investments within the hierarchy. Values of foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of said currencies against the U.S. dollar, as of Valuation Time, as provided by an independent pricing service approved by the Board of Trustees.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Funds’ investments carried at fair value:

 

                   Level 2         
                   Other      Level 3  
     Total Value      Level 1      Significant      Significant  
     at      Quoted      Observable      Unobservable  
Funds    10/31/16      Price      Inputs      Inputs  

Polen Growth Fund

           

Investments in Securities*

   $ 1,181,914,254       $ 1,181,914,254       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

20


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

 

                   Level 2         
                   Other      Level 3  
     Total Value      Level 1      Significant      Significant  
     at      Quoted      Observable      Unobservable  
Funds    10/31/16      Price      Inputs      Inputs  

Polen Global Growth Fund

           

Australia

   $ 361,536       $       $ 361,536       $   

Cayman Islands

     1,121,580         419,268         702,312           

China

     319,232         319,232                   

Denmark

     179,726         179,726                   

France

     411,513                 411,513           

Hong Kong

     544,801                 544,801           

Ireland

     613,747         613,747                   

Israel

     383,311         383,311                   

Switzerland

     1,034,299                 1,034,299           

United Kingdom

     379,583                 379,583           

United States

     8,352,588         8,352,588                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $     13,701,916       $     10,267,872       $     3,434,044       $     —   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

*

Please refer to Portfolio of Investments for details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Funds to present a reconciliation of the beginning to ending balances for reported market values that present changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Funds to disclose amounts

 

21


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

 

and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Funds had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to their net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Funds had an amount of total transfers during the reporting period that was meaningful in relation to their net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Funds.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are generally allocated to each class of each Fund based upon the relative daily net assets of each class of each Fund. General expenses of the Trust are generally allocated to each Fund in proportion to its relative daily net assets. Expenses directly attributable to a particular Fund in the Trust are charged directly to that Fund. The Funds’ investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date. The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.

 

22


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and are recorded on ex-date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Funds’ intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. The Funds’ maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — The Funds invest in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Funds may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Funds’ NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Funds is determined on the basis of U.S. dollars, the Funds may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Funds’ holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Funds’ holdings in foreign securities.

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

 

23


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

2. Transactions with Related Parties and Other Service Providers

Polen Capital Management, LLC (“PCM” or the “Adviser”) serves as investment adviser to the Funds pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% and 0.85% of the average daily net assets of the Polen Growth Fund and the Polen Global Growth Fund, respectively. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Funds to the extent necessary to ensure that the Funds’ total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed (on an annual basis) 1.00% of the Polen Growth Fund’s and 1.10% of the Polen Global Growth Fund’s, average daily net assets (the “Expense Limitations”). The Expense Limitations will remain in place until August 31, 2018 with respect to both Funds, unless the Board of Trustees approves its earlier termination. With regard to the Polen Global Growth Fund, the Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. As of October 31, 2016, the amount of potential recovery was as follows:

 

            Expiration         
     04/30/2018      04/30/2019      04/30/2020  
  

 

 

 

Polen Global Growth Fund

   $ 80,469       $ 211,741       $ 141,073   

For the six months ended October 31, 2016, the Adviser waived fees of $951,780 and $141,073 for the Polen Growth Fund and Polen Global Growth Fund, respectively.

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

 

24


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Investor Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Investor Shares plan, the Funds compensate the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Funds’ Investor Shares.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Funds during the six months ended October 31, 2016 was $51,016 and $652 for the Polen Growth Fund and Polen Global Growth Fund, respectively. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Funds or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:

 

     Purchases      Sales  

Polen Growth Fund

   $ 152,376,461       $ 54,021,104   

Polen Global Growth Fund

   $ 1,813,443       $ 896,245   

 

25


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

     Polen Growth Fund  
     For the Six Months Ended
October 31, 2016
(Unaudited)
    For the Year Ended
April 30, 2016
 
     Shares     Amount     Shares     Amount  

Institutional Class

        

Sales

     16,594,570      $ 319,718,161        37,345,762      $ 714,464,173   

Reinvestments

                   1,214,971        23,655,483   

Redemption Fees*

            40,077               77,109   

Redemptions

     (9,396,212     (180,842,351     (8,408,355     (159,371,801
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     7,198,358      $ 138,915,887        30,152,378      $ 578,824,964   
  

 

 

   

 

 

   

 

 

   

 

 

 

Investor Class

        

Sales

     1,400,466      $ 26,670,385        8,079,428      $ 153,470,981   

Reinvestments

                   227,559        4,382,791   

Redemption Fees*

            4,770               11,271   

Redemptions

     (4,113,068     (77,514,305     (1,881,323     (35,283,070
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

     (2,712,602   $ (50,839,150     6,425,664      $ 122,581,973   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase

     4,485,756      $ 88,076,737        36,578,042      $ 701,406,937   
  

 

 

   

 

 

   

 

 

   

 

 

 
     Polen Global Growth Fund  
     For the Six Months Ended
October 31, 2016
(Unaudited)
    For the Year Ended
April 30, 2016
 
     Shares     Amount     Shares     Amount  

Institutional Class

        

Sales

     147,622      $ 1,591,835        1,000,389      $ 10,474,716   

Reinvestments

                   775        8,435   

Redemption Fees*

            2,893               814   

Redemptions

     (72,339     (785,353     (36,382     (367,664
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     75,283      $ 809,375        964,782      $ 10,116,301   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

26


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

 

     Polen Global Growth Fund  
     For the Six Months Ended
October 31, 2016
(Unaudited)
    For the Year Ended
April 30, 2016
 
     Shares     Amount     Shares     Amount  

Investor Class

        

Sales

     26,716      $ 291,170        58,500      $ 618,275   

Reinvestments

                   6        64   

Redemption Fees*

            127               23   

Redemptions

     (5,724     (62,259     (9,375     (96,959
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     20,992      $ 229,038        49,131      $ 521,403   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase

     96,275      $ 1,038,413        1,013,913      $ 10,637,704   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*

There is a 2.00% redemption fee that may be charged on shares redeemed within the first 60 days of their acquisition. The redemption fees are retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in capital.

5. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Polen Growth Fund and the Polen Global Growth Fund were $103,365 and $8,499 of ordinary income dividends and $31,650,603 and $0 of long-term capital gains, respectively. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

 

27


POLEN GROWTH FUNDS

Notes to Financial Statements

October 31, 2016

(Unaudited)

As of April 30, 2016 the components of distributable earnings on a tax basis were as follows:

 

                            Qualified  
     Capital Loss     Undistributed    Undistributed    Unrealized      Late Year  
     Carryforward     Ordinary Income    Long-Term Gain    Appreciation      Loss Deferral  

Polen Growth Fund

   $      $—    $—    $ 136,533,701       $ (1,296,834

Polen Global Growth Fund

   $ (54,052   $—    $—    $ 452,690       $ (14,098

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by each Fund were as follows:

 

            Gross      Gross        
     Federal      Unrealized      Unrealized     Net Unrealized  
     Tax Cost*      Appreciation      Depreciation     Appreciation  

Polen Growth Fund

   $ 1,025,180,067       $ 176,416,880       $ (19,682,693   $ 156,734,187   

Polen Global Growth Fund

     12,954,061         1,241,278         (493,423     747,855   

 

*

Because tax adjustments are calculated annually at the end of the Funds’ fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Funds’ most recent annual report.

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain net capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Polen Growth Fund had $1,296,834 net capital loss deferrals (comprised of long-term gain deferrals of $1,068,320 and short-term loss deferrals of $2,365,154). The Polen Global Growth Fund had $12,729 net capital deferrals (comprised of short-term loss deferrals of $12,729), and late-year ordinary loss deferrals of $1,369.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Polen Global Growth Fund had $54,052 of short-term loss carryforwards. The Polen Growth Fund did not have any capital loss carryforwards.

 

28


POLEN GROWTH FUNDS

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

6. Subsequent Event

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

29


POLEN GROWTH FUNDS

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 678-6024 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At a meeting held on September 28-29, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Polen Capital Management (“Polen” or the “Advisor”) and the Trust (the “Polen Agreement”) on behalf of the Polen Growth Fund (the “Growth Fund”) and the Polen Global Growth Fund (the “Global Growth Fund,” and together with the Growth Fund, the “Polen Funds”). At the Meeting, the Board considered the continuation of the Polen Agreement with respect to the Polen Funds for an additional one year period.

In determining whether to approve the Polen Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the Polen Funds, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Polen Funds, (iv) investment performance, (v) the capitalization and financial condition of Polen, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Polen Funds and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Polen’s ability to service the Polen Funds, (x) compliance with the Polen Funds’ investment objectives, policies and practices (including codes of ethics

 

30


POLEN GROWTH FUNDS

Other Information (Continued)

(Unaudited)

 

 

and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as provided at the Board meetings throughout the year covering matters such as the relative performance of the Polen Funds; compliance with the investment objectives, policies, strategies and limitations for the Polen Funds; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.

Representatives from Polen attended the Meeting both in person and via teleconference. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Polen Agreement and answered questions from the Board.

Performance. The Trustees considered the investment performance for the Polen Growth Fund. The Trustees reviewed the historical performance charts for the year to date, one year, two year, three year, five year and since inception periods ended June 30, 2016 for (i) the Investor Class and Institutional Class shares of the Growth Fund; (ii) the Russell 1000® Growth Index (“Russell 1000 Index”); (iii) the S&P 500® Daily Reinvested Index (“S&P 500 Index”) and (iii) the Lipper Large Cap Growth Fund Index, the Growth Fund’s applicable Lipper index. The Trustees also received performance information for the Growth Fund as compared to the Growth Fund’s comparable separately managed account composite (gross of fees) for the one year, three year, five year and since inception periods ended July 31, 2016. The Trustees noted that both the Institutional Class shares and Investor Class shares of the Growth Fund had outperformed each of the Russell 1000 Index, the S&P 500 Index and the Lipper Large Cap Growth Fund category for the one year, two year and three year periods ended June 30, 2016. The Trustees further noted that the Institutional Class shares of the Growth Fund outperformed each of the Russell 1000 Index, the S&P 500 Index and the Lipper Large Cap Growth Fund Index for the since inception period ended June 30, 2016, outperformed the Lipper Large Cap Growth Fund Index and underperformed the Russell 1000 Index, the S&P 500 Index for the year to date period ended June 30, 2016 and outperformed the Russell 1000 Index and the Lipper Large Cap Growth Fund Index and underperformed the S&P 500 Index for the five year period ended June 30, 2016. With respect to the Growth Fund’s comparable separately managed account composite, the Trustees noted that the Growth Fund’s Institutional Class shares underperformed the gross returns of the composite for the one year, three year and five year periods ended July 31, 2016 and out performed for the since inception period ended July 31, 2016. The Trustees concluded that the performance of the Growth Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

The Trustees also reviewed the investment performance of the Global Growth Fund’s Institutional Class shares as compared to the Lipper Global Large Cap Growth Index, the Global Growth Fund’s applicable Lipper index, for the year to date, one year and since inception periods ended June 30, 2016 and the Investor Class shares as compared to the Lipper Global Large Cap Growth Index, the Global Growth Fund’s applicable Lipper index, for the year to date and since inception periods ended June 30, 2016.

 

31


POLEN GROWTH FUNDS

Other Information (Continued)

(Unaudited)

 

 

The Trustees also received performance information for the Global Growth Fund as compared to MSCI ACWI Index and the Global Growth Fund’s comparable separately managed account composite (gross of fees) for the one year and since inception periods ended July 31, 2016. The Trustees noted that both the Institutional Class shares and Investor Class shares of the Global Growth Fund had underperformed the Lipper Global Large Cap Growth Index for the year to date period ended June 30, 2016 and had outperformed for the since inception periods ended June 30, 2016. They further noted that Institutional Class shares of the Global Growth Fund outperformed the Lipper Global Large Cap Growth Index for the one year period ended June 30, 2016. The Trustees also noted that the Institutional Class shares of the Global Growth Fund had outperformed the MSCI ACWI Index for the one year and since inception periods as of July 31, 2016. With respect to the Global Growth Fund’s comparable separately managed account composite, the Trustees noted that the Global Growth Fund’s Institutional Class shares underperformed the gross returns of the composite for the one year and since inception periods ended July 31, 2016. The Trustees concluded that the performance of the Global Growth Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

Fees. The Trustees also noted that Polen had provided information regarding its advisory fees and an analysis of these fees in relation to the delivery of services to the Polen Funds and any other ancillary benefit resulting from Polen’s relationship with the Polen Funds. The Trustees considered the fees that Polen charges to its similarly managed accounts, and evaluated the explanations provided by Polen as to differences in fees charged to the Polen Funds and similarly managed accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Polen Funds versus other similarly managed funds. The Trustees noted that the net total expense ratio of the Growth Fund’s Institutional Class and Investor Class shares were higher than the median of the net total expense ratio of funds with similar share classes in the applicable Lipper category. They further noted that the gross advisory fee for the Growth Fund was slightly higher than the median of the gross advisory fees for funds in the Lipper Large Cap Growth Fund category. They also noted that the net total expense ratio of the Global Growth Fund’s Institutional Class and Investor Class shares were each equal to the median of the net total expense ratio of funds with similar share classes in the applicable Lipper category. They noted that that the gross advisory fee for the Global Growth Fund was equal to the median of the gross advisory fees for funds in the Lipper Global Large Cap Growth Fund category with $250 million or less in assets. The Trustees concluded that the advisory fees and services provided by Polen are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Polen Funds based on the information provided at the Meeting.

Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of Polen, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by Polen, the Board took into account its familiarity with Polen’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account Polen’s compliance policies and procedures and reports regarding Polen’s compliance

 

32


POLEN GROWTH FUNDS

Other Information (Concluded)

(Unaudited)

 

 

operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Polen Funds’ investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Polen Funds by Polen and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Polen Agreement and New Polen Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Polen Funds are likely to benefit from the continued provision of those services. They also concluded that Polen has sufficient personnel, with the appropriate education and experience, to serve the Polen Funds effectively and had demonstrated their ability to attract and retain qualified personnel.

Costs. The Trustees considered the costs of the services provided by Polen, the compensation and benefits received by Polen in providing services to the Growth Fund, as well as Polen’s profitability. The Trustees were provided with the audited financial statements of Polen for the years ended December 31, 2015 and December 31, 2014. The Trustees noted that Polen’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that Polen’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Polen Funds specifically. The Trustees concluded that Polen’s fees derived from their relationship with the Trust, in light of the Polen Funds’ expenses, were reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other advisers for managing comparable mutual funds with similar strategies. The Trustees also concluded that the overall expense ratios of the Polen Funds were reasonable, taking into account the projected growth and size of the Fund and the quality of services provided by Polen.

Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Growth Fund and Global Growth Fund grow and the New Polen Fund is expected to grow, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Polen Funds for the benefit of fund shareholders but that, despite the existence of separate share classes, the advisory fee did not currently include breakpoint reductions as asset levels increase.

At the Meeting, the Trustees unanimously approved the Polen Agreement for an additional one year period and to approve the New Polen Agreement for an initial two year period. In voting to approve the continuation of the Polen Agreement and the New Polen Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Polen. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Polen Agreement and New Polen Agreement would be in the best interests of the Polen Funds and their shareholders.

 

33


 

 

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Investment Adviser

Polen Capital Management, LLC

1825 NW Corporate Blvd.

Suite 300

Boca Raton, FL 33431

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP 3000

Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

Polen Growth Fund

Polen Global Growth

Fund

of

FundVantage Trust

Institutional Class

Investor Class

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

 

This report is submitted for the general information of the shareholders of the Polen Growth Fund and the Polen Global Growth Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Polen Growth Fund and the Polen Global Growth Fund.

 

 

POL-1016


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Semi-Annual Investment Adviser’s Report

October 31, 2016

(Unaudited)

Dear Fellow Shareholder:

It has been a challenging investment environment and a volatile period of performance for the Private Capital Management Value Fund (“the Fund”). An uncertain macroeconomic environment, punctuated by the British referendum to leave the European Union (“Brexit”) at the end of June, a surprisingly strong rebound during the 3rd quarter, followed by a dramatic pullback in October for small-cap stocks left the portfolio whipsawed but essentially unchanged for the period. For the six months ended October 31, 2016, the Fund’s Class I shares (VFPIX) declined by -1.08%, compared to the S&P 500® Index’s 4.06% gain and the small-cap Russell 2000® Index’s gain of 6.13%. As we have espoused in prior writings, the Fund’s portfolio is not constructed to perform in sync with markets over short periods of time. Recent results bear out this observation and we are encouraged by signs that market sentiment is improving for the Fund’s portfolio.

While we first-and-foremost are bottom-up stock pickers, we are also cognizant of the lessons of the last decade. Economic context matters a great deal; a portfolio constructed in opposition to broader macroeconomic forces is unlikely to succeed regardless of its discount to intrinsic value. To address this risk, our process is built to value corporate cash flows across a three-to-five year timeframe. This analytical discipline imposes the need for a forward-looking view on both the business and its underlying industry.

In keeping with this perspective, the Fund’s portfolio construction is focused principally within the health care, technology, industrial, consumer and financial sectors. While this constitutes a significant majority of the U.S. economy, we think it useful to revisit in some detail the logic of this prioritization. To start off, almost from the genesis of Private Capital Management (“PCM”) we have been attracted to the health care industry because its long-term growth is driven by an inevitability of demand, impelled by both demographics and innovation. Health care presents the patient investor windows of opportunity created by reimbursement “noise,” regulatory issues and other challenges that often can be bounded and discounted appropriately.

While the Fund’s exposure to the technology sector currently is lower than we would like, it has been gated to a large degree by two factors: change wrought by the cloud and extended valuations among the better positioned companies. Put simply, corporations are increasingly replacing premises-based, internally owned and operated IT infrastructure with Internet-based solutions delivered through a distributed computing network (the “cloud”). This trend has accelerated dramatically over the last several years as cloud technology has matured and corporations have come to believe that these solutions are as good, or in many instances better, than internally operated ones.

 

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 568-1267. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

 

1


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Semi-Annual Investment Adviser’s Report (Continued)

October 31, 2016

(Unaudited)

 

Furthermore, the cloud offers substantially (often dramatically) lower total cost of ownership. Make no mistake about it; this tectonic shift is a profound threat to many incumbent technology vendors.

From the standpoint of underwriting new investment ideas in this area, the challenge is that valuations have increasingly bifurcated into what can be viewed as a Tale of Two Cities. Companies with significant exposure to legacy technologies are statistically cheap, but by necessity they are deploying capital internally and externally to extend their positions in the cloud. This presents considerable risks for value investors; since core cash flows are supported by a deteriorating position in legacy technologies, managements may end up destroying capital by overpaying for cloud-based acquisitions. On the other side of the equation, companies well positioned in the cloud are being awarded “bubble-esque” multiples that from our valuation perspective render them un-investible.

The Fund’s consumer sector exposure is quite diverse, ranging from traditional and specialty retailers to restaurant operators. Some have worked out noticeably well while others have struggled with the malaise afflicting the retail space generally. The upside is that valuations are attractive and acquirer interest is building.

Financials comprise the last significant cohort of the portfolio; performance in the sector has been uniformly good. Investments in brokerage and clearing firms are the exception rather than the rule for the Fund’s portfolio in that they are more tethered to the capital markets than the small banks and thrifts that otherwise typify our investment focus. The investment thesis for the banks and thrifts is straightforward: we collect well-managed, generally smaller but otherwise over-capitalized banking institutions with strong deposit franchises and demonstrably good lending practices (as evidenced by historical charge-off activity and the level of non-performing loans) located in geographically attractive areas. Provided that the statistics are attractive, we thoroughly vet each management team and evaluate whether we believe their operating and growth plans are appropriate, realistic and conservative. There are roughly five hundred publicly-traded institutions in the investible universe (as we define it), and most of these institutions have little, if any, research coverage. In addition, with market capitalizations often below $500 million, there is a limited universe of investors willing to even consider these assets. As you can imagine, this creates a wonderful analytical vacuum. Value is realized either through steady, predictable value accretion for the institution, or as often as not, an acquisition by a larger industry operator. There is another element of the upside case with small banks that should be understood. When interest rates ultimately do rise profitability will expand rapidly due to widening net interest margins. Accordingly, these investments offer a natural hedge against the market volatility that is likely to surround the Federal Reserve’s tightening cycle.

In the eyes of many people, the world has become a different place given the results of the recent election. As you will be receiving this update near year-end, and even though these comments are post the October reporting period, it seems appropriate to speak on the challenges and opportunities that we see flowing from the election of Donald Trump.

 

2


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Semi-Annual Investment Adviser’s Report (Continued)

October 31, 2016

(Unaudited)

 

It has been well noted how financial markets worldwide sold off sharply when it first became apparent that Donald Trump would win the election. It has been equally well noted how quickly U.S. markets reversed course and spurted to all-time highs. Our explanation is straightforward – the major “risk” associated with a Trump administration maps directly to the man’s penchant for capricious comments and potentially unpredictable behavior. We believe the major “reward” is likely to be economic policies that inject more fiscal stimulus into the economy, particularly in the short-run, than those proposed by and associated with former Secretary of State Hillary Clinton. The latter was a proponent of higher personal income taxes, neutral to negative on corporate tax relief and likely to increase the regulatory burden on business. In fairness, infrastructure investment was an area of common ground between Clinton and Trump and this should continue to be a point of agreement between Republicans and Democrats in the months to come. In our opinion, tax rates are likely to be reduced at both the corporate and personal level and – of potentially great import to domestic investment and economic growth – we are likely to see a tax-advantaged mechanism to encourage or drive an at least partial repatriation of the two trillion dollars of cash held overseas by American companies.

Albeit beneficial in itself, discounted repatriation might be significantly more impactful if it were tied to the in-sourcing of manufacturing capacity or other job-creating activities that could have a long-tailed positive impact on the economy. At the same time, reducing the corporate tax rate to levels comparable to our foreign competition could substantially eliminate the need and/or desire for our corporations to move overseas. We never understood the logic behind the Obama administration’s unwillingness to address this problem in a fashion that enhanced the worldwide competitive position of American corporations.

Investors and the economy may also stand to benefit from an improved regulatory climate under President Trump. The debate around the proper level of corporate regulation – and the apparently intractable difference between Republican and Democratic perspectives – can easily reach religious dimensions. It is fair for Democrats to argue that excessive deregulation of the financial sector instigated the Great Recession. It also is fair to note that it was the community-based lending requirements promulgated by the Clinton administration that created the regulatory flight path to that outcome. In hindsight two simple regulations – the requirement for a borrower to make a significant down-payment (say 20%) and the requirement for the originating lender to retain ownership of the loan (for say two years minimally) – could have prevented the entire disaster.

Unfortunately, the Democratic response to under-regulation often has been over-regulation. For the financial sector, this has translated into myriad rules, line-of-business prohibitions and elevated capital requirements. One consequence is that many smaller banks have chosen to limit their growth so they do not reach the “magic” asset size threshold where their regulatory burden increases in a quantum fashion. The downside for the economy is straightforward: banks manage their size on one hand by seeking (or not seeking) deposits; i.e., paying more (or less) to their depositors and, on the other hand, by making (or not making) loans; i.e., loosening or tightening lending standards. Larger institutions, faced with higher capital requirements and other regulatory handcuffs, now have structurally reduced balance sheet capacity to deploy into

 

3


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Semi-Annual Investment Adviser’s Report (Continued)

October 31, 2016

(Unaudited)

 

loans. This reality exacerbates the cliché that commercial banks now are willing to lend to anyone, as long as you really do not need the money. In our view, while it is important for regulators to enforce the safety and soundness of our banking system, a determination to micro-manage the financial sector and (for lack of a better term) punish it for the sins of the past, has restrained liquidity and impeded the economic recovery. We expect this situation to change for the better under President Trump.

From a more macroeconomic perspective, we think that the combination of tax cuts, capital repatriation, direct government investment (read “infrastructure spending”) and a more benign regulatory/business-friendly environment are likely to meaningfully improve U.S. economic growth – particularly so if Trump accomplishes this without fostering excessive enmity with our trading partners. From a stock market perspective, this outcome should be very beneficial for “value” oriented stocks and is likely to be negative for the high growth, high price/earning (P/E) multiple equities that have led the market through much of the last five years. We think it is important to flesh out the reasons why we believe this to be true, lest you question whether we are substituting marketing for good sense.

Value stocks have struggled versus growth stocks for much of the last five years. Given on-and-off worries over the sustainability of our economic recovery, many investors have been willing to pay a large premium – often far in excess of intrinsic value – for companies that demonstrated predictable growth. On the value side of the equation, we have been (and remain) convinced there are excellent opportunities available in the market; however, delivering steady investment performance has proven challenging.

This uneven performance has resulted in a portfolio that is in our opinion, acutely undervalued. A choppy and uncertain worldwide economy has made it more difficult to realize the fundamental worth of many value stocks because investors have been more concerned with downside risk than with valuation or upside potential. To state the obvious, it has been much easier to “pay up” for predictable growth than to ride the roller-coaster of deep value. To our eye as value investors, this has created opportunity. On your end, as the investor, it has required much more patience, perseverance and faith than we ever imagined. The good news is that recent events make us even more confident that our analysis will be vindicated.

To be clear – we are not suggesting that a Trump presidency represents an investment panacea or that he has some magic alchemy to “Make America Great Again” overnight. The U.S. economy has been steadily gaining momentum for several years, wage growth is improving and unemployment (if one accepts the government’s calculation) has dropped below 5%. We previously have argued that the first 150 to 200 basis points of tightening by the Federal Reserve should be celebrated rather than feared because it represents the elimination of excessively stimulative (read emergency) monetary policy and the normalization of the U.S. economy. Based on Federal Reserve Chair Janet Yellen’s most recent testimony before Congress, we have every reason to expect a 25 basis point hike in short rates in mid-December. This would speak positively to the current strength of the economy and the belief (at least within the Fed) that Trump’s election is not a harbinger of doom.

 

4


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Semi-Annual Investment Adviser’s Report (Concluded)

October 31, 2016

(Unaudited)

 

While it is impossible for us to know precisely what policies the administration will pursue – as Trump’s proposals have been light on specifics – one would have to suspend disbelief to expect anything less than a massive jolt of fiscal stimulus, most likely coming from both tax cuts and increased spending. Just as President Obama was able to drive through the Affordable Care Act (“Obamacare”) immediately after he was first elected, the Republicans well understand that they must deliver quickly and decisively for the electorate that gave them complete control of government.

Fiscal stimulus coupled with regulatory relief and monetary policy that remains extraordinarily accommodative by any historical standard will likely help an improving economy grow faster. We believe that this will benefit the operating fundamentals for most of our portfolio companies, with special mention going to the financial, industrial, consumer-oriented and technology sectors. Of additional import, we believe that the combination of an accelerating economic context along with the relative and absolute undervaluation of value-oriented equities bodes well for the Fund’s portfolio as it is now constructed.

We appreciate your continued support.

Private Capital Management

 

Mutual fund investing involves risk and it is possible to lose money by investing in a fund. The Fund is non-diversified and may invest a larger portion of its assets in the securities of a single issuer than a more diversified fund causing its value to fluctuate more widely. The Fund may engage in strategies that are considered risky or invest in stocks of companies that are undervalued which may cause greater volatility and less liquidity. The above commentary is for informational purposes only and investors should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. This report is not authorized for distribution unless preceded or accompanied by a current prospectus for the Private Capital Management Value Fund. The prospectus contains this and other important information about the Fund. Read it carefully before investing.

 

Shares of the Private Capital Management Value Fund are distributed by Foreside Funds Distributors LLC, not an adviser affiliate.

 

This letter is intended to assist shareholders in understanding how the Fund performed during the six months ended October 31, 2016 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

 

5


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Semi-Annual Investment Adviser’s Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016   
       Six  
  Months†  
     1 Year        3 Years        5 Years        10 Years  

Class A (with sales charge)*

       -6.16%          -11.11%          -0.28%          7.29%          2.70%  

Class A (without sales charge)

       -1.24%          -6.40%          1.44%          8.40%          2.70%  

S&P 500® Index*

       4.06%          4.51%          8.84%          13.57%          6.70%  

Russell 2000® Index

       6.13%          4.11%          4.12%          11.51%          5.96%  

 

  Not Annualized.

*On May 28, 2010, a corporate defined contribution plan account (the “Predecessor Account”) was converted into Class I shares of the Fund. Performance shown for the periods prior to May 28, 2010, is the performance of the Class I shares and represents the performance of the Predecessor Account adjusted to reflect the fees and expenses applicable to Class I shares on May 28, 2010. Performance shown prior to May 28, 2010, has not been adjusted to reflect the fees and expenses of Class A shares. Performance shown for Class A shares for the period from May 28, 2010 to October 6, 2010 (commencement of operations of Class A shares) is the performance of Class I shares adjusted to reflect the fees and expenses applicable to Class A shares. If the Predecessor Account performance was adjusted to reflect the fees and expenses of Class A shares the performance shown would be lower. The Predecessor Account was not registered as a mutual fund under the Investment Company Act of 1940, as amended (“1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and Internal Revenue Code of 1986, as amended. If the Predecessor Account had been registered under the 1940 Act its performance may have been different.

Class A shares of the Fund have a 5.00% maximum sales charge.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 568-1267. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Class A shares total annual gross and net operating expense ratios are 1.54% and 1.25%, respectively, of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2016, and may differ from the actual expenses incurred by the Fund for the period covered by this report. Private Capital Management, LLC (the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions do not exceed 1.00% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). This agreement will terminate on August 31, 2017, unless the Board of Trustees of FundVantage Trust approves an earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual Fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total return would be lower had such fees and expenses not been waived and/or reimbursed.

 

6


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Semi-Annual Investment Adviser’s Report

Performance Data (Continued)

October 31, 2016

(Unaudited)

 

A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of Standard & Poor’s 500® Composite Stock Price Index (“S&P 500® Index”) and the Russell 2000® Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 2000® Index is an unmanaged index measuring the performance of the 2,000 smallest companies in the Russell 3000® Index, which is made up of 3,000 of the biggest U.S. stocks. It is impossible to invest directly in an index.

 

7


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Semi-Annual Investment Adviser’s Report

Performance Data (Continued)

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016   
       Six  
  Months†  
    1 Year       3 Years       5 Years       10 Years  

Class I*

       -1.08 %       -6.13 %       1.71 %       8.67 %       2.86 %

S&P 500® Index

       4.06 %       4.51 %       8.84 %       13.57 %       6.70 %

Russell 2000® Index

       6.13 %       4.11 %       4.12 %       11.51 %       5.96 %

 

Not Annualized.

 

*

Performance shown for the period from October 31, 2006 to May 28, 2010 is the performance of a corporate defined contribution plan account (the “Predecessor Account”), which transferred its assets to the Fund in connection with the Fund’s commencement of operations on May 28, 2010. Performance from May 28, 2010 to October 31, 2016 is from the performance of the Class I Shares. The Predecessor Account was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended. If the Predecessor Account had been registered under the 1940 Act, its performance may have been different.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 568-1267. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Class I shares total annual gross and net operating expense ratios are 1.29% and 1.00%, respectively, of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2016, and may differ from the actual expenses incurred by the Fund for the period covered by this report. Private Capital Management, LLC (the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 1.00% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). This agreement will terminate on August 31, 2017, unless the Board of Trustees of FundVantage Trust approves an earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual Fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total return would be lower had such fees and expenses not been waived and/or reimbursed.

A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above.

 

8


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Semi-Annual Investment Adviser’s Report

Performance Data (Concluded)

October 31, 2016

(Unaudited)

 

The Fund intends to evaluate performance as compared to that of Standard & Poor’s 500® Composite Stock Price Index (“S&P 500® Index”) and the Russell 2000® Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 2000® Index is an unmanaged index measuring the performance of the 2,000 smallest companies in the Russell 3000® Index, which is made up of 3,000 of the biggest U.S. stocks. It is impossible to invest directly in an index.

 

9


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees, if any, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016, through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of the accompanying table provides information about 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 Examples for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund and other funds. To do so, compare 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 accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, and redemption fees. Therefore, each hypothetical line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

10


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     Private Capital Management Value Fund
     Beginning Account Value
May 1, 2016
 

Ending Account Value
October 31, 2016

 

Expenses Paid
During Period*

Class A

      

Actual

   $1,000.00   $  987.60   $6.26

Hypothetical (5% return before expenses)

     1,000.00    1,018.90     6.36

Class I

      

Actual

   $1,000.00   $  989.20   $5.01

Hypothetical (5% return before expenses)

     1,000.00    1,020.16     5.09

 

*

Expenses are equal to an annualized expenses ratio for the six-month period ended October 31, 2016 of 1.25% and 1.00% for Class A and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in each table are based on the actual six-month total return for the Fund of (1.24)% and (1.08)% for Class A and Class I Shares, respectively.

 

11


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net        
     Assets     Value  

COMMON STOCKS:

    

Financials

     26.1   $ 17,320,238   

Consumer Discretionary

     22.0        14,597,540   

Information Technology

     12.8        8,480,368   

Health Care

     10.5        6,980,875   

Materials

     8.3        5,540,521   

Industrials

     4.3        2,862,977   

Utilities

     3.7        2,423,361   

Consumer Staples

     2.6        1,691,900   

Energy

     0.7        466,585   

Other Assets in Excess of Liabilities

     9.0        5,996,763   
  

 

 

   

 

 

 

NET ASSETS

     100.0   $ 66,361,128   
  

 

 

   

 

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

12


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

       Number  
  of Shares  
    Value  

COMMON STOCKS — 91.0%

  

Consumer Discretionary — 22.0%

  

American Public Education, Inc.*

     75,753      $ 1,526,423   

Ascena Retail Group, Inc.*

     267,225        1,306,730   

Carrols Restaurant Group, Inc.*

     184,300        2,303,750   

Fiesta Restaurant Group, Inc.*

     30,745        811,668   

Fogo De Chao, Inc.*

     129,585        1,535,582   

Gildan Activewear, Inc. (Canada)

     61,850        1,587,690   

Jamba, Inc.*

     105,713        1,115,272   

Rent-A-Center, Inc.

     33,000        332,970   

Stoneridge, Inc.*

     125,717        1,863,126   

Visteon Corp.

     31,360        2,214,329   
    

 

 

 
           14,597,540   
    

 

 

 

Consumer Staples — 2.6%

  

 

SpartanNash Co.

     60,425        1,691,900   
    

 

 

 

Energy — 0.7%

    

Golar LNG, Ltd. (Bermuda)

     21,315        466,585   
    

 

 

 

Financials — 26.1%

    

Charter Financial Corp.

     90,461        1,144,331   

INTL FCstone, Inc.*

     85,083        3,054,480   

KKR & Co. LP

     196,620        2,790,038   

Northrim Bancorp, Inc.

     26,200        643,210   

Oceanfirst Financial Corp.

     41,560        859,461   

Old National Bancorp

     65,560        963,732   

Oppenheimer Holdings, Inc., Class A

     86,434        1,210,076   

Raymond James Financial, Inc.

     32,600        1,959,912   

Seacoast Banking Corp. Of Florida*

     46,500        809,565   
       Number  
  of Shares  
    Value  

COMMON STOCKS — (Continued)

  

Financials — (Continued)

    

State Bank Financial Corp.

     49,600      $ 1,093,680   

Suffolk Bancorp

     13,920        501,120   

Synovus Financial Corp.

     37,014        1,224,053   

Valley National Bancorp

     57,059        562,602   

Willis Towers Watson PLC (Ireland)

     4,003        503,978   
    

 

 

 
           17,320,238   
    

 

 

 

Health Care — 10.5%

    

Alere, Inc.*(a)

     45,300        2,024,004   

Allergan PLC (Ireland)*

     8,027        1,677,161   

Universal Health Services, Inc., Class B

     11,750        1,418,342   

Valeant Pharmaceuticals International, Inc. (Canada)*

     27,650        493,276   

Zimmer Holdings, Inc.

     12,980        1,368,092   
    

 

 

 
       6,980,875   
    

 

 

 

Industrials — 4.3%

    

Aerojet Rocketdyne Holdings, Inc.*

     54,750        963,600   

Air Transport Services Group, Inc.*

     110,900        1,467,207   

Triumph Group, Inc.

     18,235        432,170   
    

 

 

 
       2,862,977   
    

 

 

 

Information Technology — 12.8%

  

 

Avid Technology, Inc.*

     88,500        581,445   

CA, Inc.

     43,232        1,328,951   

Everi Holdings, Inc.*

     350,271        704,045   

Imation Corp.*

     40,720        21,610   

Mentor Graphics Corp.

     96,790        2,797,231   

Quantum Corp.*

     1,303,078        1,042,723   

Quinstreet, Inc.*

     295,112        855,825   
 

 

The accompanying notes are an integral part of the financial statements.

 

13


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

       Number  
  of Shares  
    Value  

COMMON STOCKS — (Continued)

  

Information Technology — (Continued)

  

VASCO Data Security International, Inc.*

     83,530      $ 1,148,538   
    

 

 

 
       8,480,368   
    

 

 

 

Materials — 8.3%

    

Celanese Corp., Class A

     13,970        1,018,692   

Pope Resources LP

     10,600        689,000   

Real Industry, Inc.*

     196,389        1,050,681   

Tronox Ltd., Class A (Australia)

     343,475        2,782,148   
    

 

 

 
       5,540,521   
    

 

 

 

Utilities — 3.7%

    

National Fuel Gas Co.

     46,265        2,423,361   
    

 

 

 

TOTAL COMMON STOCKS
(Cost $52,015,832)

           60,364,365   
    

 

 

 

 

            Value  

TOTAL INVESTMENTS - 91.0%
(Cost $52,015,832)

   

   $ 60,364,365   

OTHER ASSETS IN EXCESS OF LIABILITIES - 9.0%

        5,996,763   
     

 

 

 

NET ASSETS - 100.0%

      $     66,361,128   
     

 

 

 

 

*

Non-income producing.

(a)  Security was an illiquid security from September 16, 2016 through November 9, 2016. The value of the illiquid security was $2,024,004 at October 31, 2016, which represents 3.0% of the Fund’s net assets.

PLC Public Limited Company

 

 

 

The accompanying notes are an integral part of the financial statements.

 

14


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $52,015,832)

   $ 60,364,365   

Cash

     5,589,992   

Receivable for investments sold

     370,177   

Receivable for capital shares sold

     262,362   

Dividends and interest receivable

     5,029   

Prepaid expenses and other assets

     41,401   
  

 

 

 

Total assets

     66,633,326   
  

 

 

 

Liabilities

  

Payable for capital shares redeemed

     169,285   

Payable to Investment Adviser

     31,644   

Payable for administration and accounting fees

     22,936   

Payable for transfer agent fees

     19,842   

Payable for audit fees

     12,729   

Payable for custodian fees

     3,934   

Accrued expenses

     11,828   
  

 

 

 

Total liabilities

     272,198   
  

 

 

 

Net Assets

   $ 66,361,128   
  

 

 

 

Net Assets Consisted of:

  

Capital Stock, $0.01 par value

   $ 48,403   

Paid-in capital

     57,770,091   

Accumulated net investment income

     1,106,818   

Accumulated net realized loss from investments and written options

     (912,717

Net unrealized appreciation on investments

     8,348,533   
  

 

 

 

Net Assets

   $ 66,361,128   
  

 

 

 

Class A:

  

Net asset value and redemption price per share ($5,687,129 / 419,699 shares)

     $13.55   

 

Maximum offering price per share (100/95 of $13.72)

  

 

 

 

$14.26

 

  

Class I:

  

Net asset value, offering and redemption price per share ($60,673,999 / 4,420,601 shares)

     $13.73   

The accompanying notes are an integral part of the financial statements.

 

15


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Statement of Operations

For the Six Months Ended October 31, 2016

 

Investment Income

  

Dividends

   $ 333,595   

Less: foreign taxes withheld

     (1,635

Interest

     6,076   
  

 

 

 

Total investment income

     338,036   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     366,609   

Transfer agent fees (Note 2)

     40,219   

Administration and accounting fees (Note 2)

     34,884   

Legal fees

     22,134   

Registration and filing fees

     16,302   

Trustees’ and officers’ fees (Note 2)

     15,076   

Audit fees

     13,025   

Printing and shareholder reporting fees

     10,510   

Custodian fees (Note 2)

     8,916   

Distribution fees (Class A) (Note 2)

     8,143   

Other expenses

     8,318   
  

 

 

 

Total expenses before waivers and reimbursements

     544,136   
  

 

 

 

Less: waivers (Note 2)

     (127,816
  

 

 

 

Net expenses after waivers

     416,320   
  

 

 

 

Net investment loss

     (78,284
  

 

 

 

Net realized and unrealized loss from investments:

  

Net realized gain from investments

     375,603   

Net realized gain from written options

     5,487   

Net change in unrealized appreciation/(depreciation) on investments

     (721,194

Net change in unrealized appreciation on written options

     612   
  

 

 

 

Net realized and unrealized loss on investments

     (339,492
  

 

 

 

Net decrease in net assets resulting from operations

   $ (417,776 ) 
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

16


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Statements of Changes in Net Assets

 

     For the
Six Months Ended
October 31, 2016
(Unaudited)
  For the
Year Ended
April 30, 2016

Increase/(decrease) in net assets from operations:

        

Net investment income/(loss)

     $ (78,284 )     $ 1,023,487  

Net realized gain/(loss) from investments and written options

       381,090         (917,659 )

Net change in unrealized appreciation/(depreciation) on investments and written options

       (720,582 )       (11,648,924 )
    

 

 

     

 

 

 

Net decrease in net assets resulting from operations

       (417,776 )       (11,543,096 )
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net realized capital gains:

        

Class A

               (530,362 )

Class I

               (4,267,960 )
    

 

 

     

 

 

 

Total net realized capital gains

               (4,798,322 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

               (4,798,322 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

       (19,707,759 )       31,716,200  
    

 

 

     

 

 

 

Total increase/(decrease) in net assets

       (20,125,535 )       15,374,782  
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       86,486,663         71,111,881  
    

 

 

     

 

 

 

End of period

     $ 66,361,128       $ 86,486,663  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 1,106,818       $ 1,185,102  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

17


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

     Class A
    

For the

Six Months Ended
October 31, 2016

 

For the
Year

Ended
April 30,

 

For the
Year

Ended

April 30,

 

For the
Year

Ended

April 30,

 

For the
Year

Ended

April 30,

 

For the
Year

Ended

April 30,

     (Unaudited)   2016   2015   2014   2013   2012

Per Share Operating Performance

                        

Net asset value, beginning of period

     $ 13.72       $ 17.07       $ 15.16       $ 13.60       $ 12.12       $ 12.61  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income/(loss)(1)

       (0.03 )       0.16         (0.03 )       (0.02 )       0.07         (0.03 )

Net realized and unrealized gain/(loss) on investments

       (0.14 )       (2.55 )       2.88         2.45         1.48         (0.16 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       (0.17 )       (2.39 )       2.85         2.43         1.55         (0.19 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                        

Net investment income

                                       (0.07 )        

Net realized capital gains

               (0.96 )       (0.94 )       (0.87 )               (0.30 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

               (0.96 )       (0.94 )       (0.87 )       (0.07 )       (0.30 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees

       (2)       (2)               (2)               (2)
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 13.55       $ 13.72       $ 17.07       $ 15.16       $ 13.60       $ 12.12  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       (1.24 )%       (14.00 )%       19.11 %       18.04 %       12.92 %       (1.16 )%

Ratio/Supplemental Data

                        

Net assets, end of year (in thousands)

     $ 5,687       $ 7,408       $ 8,042       $ 7,643       $ 4,921       $ 2,922  

Ratio of expenses to average net assets

       1.25 %(4)       1.25 %       1.25 %       1.25 %       1.25 %       1.25 %

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       1.57 %(4)       1.54 %       1.69 %       1.74 %       1.88 %       1.93 %

Ratio of net investment income/(loss) to average net assets

       (0.42 )%(4)       1.06 %       (0.20 )%       (0.15 )%       0.62 %       (0.26 )%

Portfolio turnover rate

       8.38 %(6)       14.20 %       31.11 %       19.69 %       11.81 %       18.19 %(7)

 

 

(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized.
(4)  Annualized.
(5)  During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.
(7)  Portfolio turnover rate excludes securities received from processing subscription-in-kind.

The accompanying notes are an integral part of the financial statements.

 

18


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

     Class I
    

For the

Six Months

Ended
October 31,
2016

 

For the
Year

Ended
April 30,

 

For the
Year

Ended

April 30,

 

For the
Year

Ended

April 30,

 

For the
Year

Ended

April 30,

 

For the
Year

Ended

April 30,

     (Unaudited)   2016   2015   2014   2013   2012

Per Share Operating Performance

                        

Net asset value, beginning of period

     $ 13.88       $ 17.21       $ 15.24       $ 13.64       $ 12.15       $ 12.61  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income/(loss)(1)

       (0.01 )       0.20         0.01         0.02         0.10         (2)

Net realized and unrealized gain/(loss) on investments

       (0.14 )       (2.57 )       2.90         2.45         1.49         (0.16 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       (0.15 )       (2.37 )       2.91         2.47         1.59         (0.16 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                        

Net investment income

                                       (0.10 )       (2)

Net realized capital gains

               (0.96 )       (0.94 )       (0.87 )               (0.30 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

               (0.96 )       (0.94 )       (0.87 )       (0.10 )       (0.30 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees

               (2)               (2)               (2)
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 13.73       $ 13.88       $ 17.21       $ 15.24       $ 13.64       $ 12.15  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       (1.08 )%       (13.76 )%       19.41 %       18.29 %       13.21 %       (0.91 )%

Ratio/Supplemental Data

                        

Net assets, end of year (in thousands)

     $ 60,674       $ 79,078       $ 63,069       $ 47,969       $ 40,765       $ 43,024  

Ratio of expenses to average net assets

       1.00 %(4)       1.00 %       1.00 %       1.00 %       1.00 %       1.00 %

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       1.32 %(4)       1.29 %       1.45 %       1.49 %       1.62 %       1.67 %

Ratio of net investment income/(loss) to average net assets

       (0.17 )%(4)       1.30 %       0.05 %       0.10 %       0.86 %       (0.01 )%

Portfolio turnover rate

       8.38 %(6)       14.20 %       31.11 %       19.69 %       11.81 %       18.19 %(7)

 

(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized.
(4)  Annualized.
(5)  During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.
(7)  Portfolio turnover rate excludes securities received from processing subscription-in-kind.

The accompanying notes are an integral part of the financial statements.

 

19


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Private Capital Management Value Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on May 28, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C, Class I and Class R Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A 1.00% contingent deferred sales charge (“CDSC”) will be assessed when Class C shares are redeemed within 12 months after initial purchase; however, the CDSC shall not apply to the purchases of Class C shares where the selling broker dealer was not paid a commission at the time of initial purchase.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily as of the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

20


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

   

Level 1 — quoted prices in active markets for identical securities;

 

   

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

   

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:

 

                   Level 2      Level 3  
            Level 1      Other Significant      Significant  
     Total Value at      Quoted      Observable      Unobservable  
     10/31/16      Price      Inputs      Inputs  

Assets:

           

Investments in Securities*

   $ 60,364,365       $ 60,364,365       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* Please refer to Portfolio of Investments for further details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts

 

21


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3.

Disclosures About Derivative Instruments and Hedging Activities

The following tables provide quantitative disclosures about fair value amounts of, and gains and losses on, the Fund’s derivative instruments as of October 31, 2016.

The following table lists the amounts of change in unrealized appreciation/(depreciation) included in net increase in net assets resulting from operations for the six months ended October 31, 2016, grouped by contract type and risk exposure.

 

     Statement of Operations    Equity         
Derivative Type    Location    Contracts      Total          
     Change in appreciation/(depreciation)                  

Purchased Options

  

Net change in unrealized appreciation

on investments

     $2,211       $ 2,211           

Written Options

  

Net change in unrealized appreciation

on written options

     612         612           

Total change in appreciation/(depreciation)

          $2,823       $ 2,823           

The following table lists the amounts of change in realized appreciation/(depreciation) included in net increase in net assets resulting from operations for the six months ended October 31, 2016, grouped by contract type and risk exposure.

 

     Statement of Operations    Equity         
Derivative Type    Location    Contracts      Total          
     Realized Gain/(Loss)                  

Purchased Options

   Net realized loss from Investments      $(1,574)       $ (1,574)          

Written Options

   Net realized gain from Written Options      $ 5,487        $ 5,487           

Total Realized Gain

          $ 3,913        $ 3,913           

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

 

22


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are generally allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — The Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect

 

23


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Fund is determined on the basis of U.S. dollars, the Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.

Purchased Options — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives. The Fund purchases option contracts. This transaction is used to hedge against the values of equities. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options are accounted for in the same manner as other securities owned. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

Options Written — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives and may enter into options written to hedge the values of equities. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. A Fund’s maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premium paid. As of October 31, 2016, the Fund had no written options.

 

24


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

The Fund had transactions in options written during the six month period October 31, 2016 as follows:

 

    Number of Contracts   Premium

Outstanding, April 30, 2016

      300       $ 5,487  

Call Options Written

               

Put Options Written

               

Call Options Closed

               

Put Options Closed

               

Put Options Expired

      (300 )       (5,487 )

Put Options Exercised

               
   

 

 

     

 

 

 

Outstanding, October 31, 2016

            $  
   

 

 

     

 

 

 

For the six months period ended October 31, 2016, the Fund’s quarterly average volume of derivatives is as follows:

 

Purchased

Options

(Cost)

   Written
Options
(Proceeds)

$4,237

   $1,829

2. Transactions with Related Parties and Other Service Providers

Private Capital Management, LLC (the “Adviser”) serves as the investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.90% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 1.00% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual Fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount.

 

25


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

As of October 31, 2016, the amount of potential recovery was as follows:

 

Expiration

    4/30/2017    

 

    4/30/2018    

 

    4/30/2019    

 

    4/30/2020    

$266,144

  $273,334   $233,659   $127,816

For the six months ended October 31, 2016, the Adviser earned fees of $366,609, and waived fees of $127,816. As of October 31, 2016, investment advisory fees payable to the Adviser were $31,644.

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Class A Shares.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $7,018. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They are not compensated by the Trust or the Funds.

 

26


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases     Sales  

Investment Securities

   $ 5,978,730      $ 17,361,908   

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

     For the Six Months Ended              
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016  
     Shares     Amount     Shares     Amount  

Class A

        

Sales

     16,798      $ 220,591        121,088      $ 1,972,275   

Reinvestments

                   38,187        523,919   

Redemption Fees*

            26               131   

Redemptions

     (136,971     (1,879,648     (90,591     (1,281,421
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

     (120,173   $ (1,659,031     68,684      $ 1,214,904   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class I

        

Sales

     435,610      $ 6,082,238        2,706,690      $ 40,259,973   

Reinvestments

                   279,485        3,876,459   

Redemption Fees*

            269               1,030   

Redemptions

     (1,711,343     (24,131,235     (954,043     (13,636,166
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     (1,275,733   $ (18,048,728     2,032,132      $ 30,501,296   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase

     (1,395,906   $ (19,707,759     2,100,816      $ 31,716,200   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*

There is a 2.00% redemption fee that may be charged on shares redeemed within the first 30 days of their acquisition. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital.

 

27


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $14,175 of ordinary income and $4,784,147 of long-term capital gains dividends. For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $3,330,481 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss   Undistributed   Undistributed   Unrealized   Qualified Late-Year

Carryforward

 

Ordinary Income

 

Long-Term Gain

 

Appreciation

 

            Losses             

$(913,238)

  $1,023,550   $—   $8,850,098   $—

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

At October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

  

Federal tax cost*

   $ 52,015,832     
     

 

 

   
  

Gross unrealized appreciation

   $ 15,679,116     
  

Gross unrealized depreciation

     (7,330,583  
     

 

 

   
  

Net unrealized appreciation

   $ 8,348,533     
     

 

 

   

 

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

 

28


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had no capital loss deferrals.

Accumulated capital losses represent net capital loss carry forwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund had capital losses carryforward of $913,238 of which $17,292 are long-term capital losses and $895,946 are short-term capital losses carryforwards and have an unlimited period of capital loss carryforward.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date that the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

29


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Other Information

(Unaudited)

 

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 568-1267 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At a meeting held on June 20-21, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Private Capital Management, LLC (“PCM” or the “Advisor”) and the Trust (the “Agreement”) on behalf of the Private Capital Management Value Fund (the “PCM Fund”). At the Meeting, the Board considered the continuation of the Agreement with respect to the PCM Fund for an additional one year period.

In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the PCM Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the PCM Fund, (iv) investment performance, (v) the capitalization and financial condition of PCM, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the PCM Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on PCM’s ability to service the PCM Fund, (x) compliance with the PCM Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with the Advisor as provided at the Board meetings throughout

 

30


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Other Information (Continued)

(Unaudited)

 

the year covering matters such as the relative performance of the PCM Fund; compliance with the investment objectives, policies, strategies and limitations for the PCM Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.

Representatives from PCM attended the Meeting in person. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.

Performance. The Trustees considered the investment performance for the PCM Fund and PCM. The Trustees reviewed the historical performance charts for the PCM Fund’s Class A shares and Class I shares as compared to the Russell 2000 Total Return Index, the S&P 500 Daily Reinvested Index and the Lipper Mid-Cap Core Fund Index, the PCM Fund’s applicable Lipper index comprised of funds with assets of $250 million or less, for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016. The Trustees noted that they considered performance reports provided at Board meetings throughout the year.

The Trustees noted that the PCM Fund’s Class A shares had outperformed the Russell 2000 Total Return Index for the year-to-date and two year periods ended March 31, 2016 and underperformed for the one year, three year, five year and since inception periods as of March 31, 2016. The Trustees also noted that the PCM Fund’s Class A shares had underperformed the S&P 500 Daily Reinvested Index and the Lipper Mid-Cap Core Fund Index for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016. The Trustees further noted that the PCM Fund’s Class I shares had outperformed the Russell 2000 Total Return Index, for the year-to-date, two year and three year periods ended March 31, 2016 and underperformed for the one year, five year and since inception periods as of March 31, 2016. The Trustees also noted that the PCM Fund’s Class I shares had underperformed the S&P 500 Daily Reinvested Index and the Lipper Mid-Cap Core Fund Index for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016. The Trustees concluded that, although the PCM Fund had underperformed the Russell 2000 Total Return Index, the S&P 500 Daily Reinvested Index and the Lipper Mid-Cap Core Fund Index during certain time periods, the performance of the PCM Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

Fees. The Trustees also noted that the representatives of PCM had provided information regarding its advisory fees and an analysis of these fees in relation to the services provided to the PCM Fund and any other ancillary benefit resulting from the PCM’s relationship with the PCM Fund. The Trustees also reviewed information regarding the fees PCM charges to other clients and evaluated explanations provided by PCM as to differences in fees charged to the PCM Fund and other similarly managed accounts. The Trustees reviewed fees charged by other advisers that manage comparable mutual funds with similar

 

31


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Other Information (Continued)

(Unaudited)

 

 

strategies. The Trustees concluded that the advisory fees and services provided by PCM are consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the PCM Fund as measured by the information provided by PCM.

The Board considered the fees that PCM charges to each comparable account and/or Investment Company advised by PCM, and evaluated the explanations provided by PCM as to differences in fees charged to the PCM Fund and such accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the PCM Fund versus other similarly managed funds. The Trustees noted that the gross advisory fee of the PCM Fund’s Class A shares and Class I shares were higher than the median of the gross advisory fees and the net total expense ratio of the PCM Fund’s Class A shares and Class I shares were lower than the median of the net total expenses of fund’s with similar share classes in the Lipper Mid-Cap Core category with $250 million or less in assets. The Trustees concluded that the advisory fee and services provided by PCM are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the PCM Value Fund based on the information provided at the Meeting.

Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of PCM, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by PCM, the Board took into account its familiarity with PCM’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account PCM’s compliance policies and procedures and reports regarding PCM’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the PCM Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the PCM Fund by PCM and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the PCM Agreement, that the quality of the services appeared to be consistent with industry norms and that the PCM Fund is likely to benefit from the continued receipt of those services. They also concluded that PCM has sufficient personnel, with the appropriate education and experience, to serve the PCM Fund effectively and had demonstrated their ability to attract and retain qualified personnel.

Costs. The Trustees reviewed materials regarding the costs of the services provided by PCM, the compensation and benefits received by PCM in providing services to the PCM Fund, as well as PCM’s profitability. The Trustees were provided with PCM’s most recent balance sheet and statement of operations and changes in member equity for the years ended December 31, 2015 and December 31, 2014. The Trustees noted that PCM’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that PCM’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the PCM Fund specifically. The Trustees concluded that PCM’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the PCM Fund.

 

32


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Other Information (Concluded)

(Unaudited)

 

Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the PCM grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the PCM Fund for the benefit of fund shareholders but that the advisory fee did not currently include breakpoint reductions as asset levels increase.

At the Meeting, the Trustees unanimously approved the PCM Agreement for an additional one year period. In voting to approve the continuation of the PCM Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by PCM. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the PCM Agreement would be in the best interests of the PCM Fund and its shareholders. As a result, the Board, including a majority of the Independent Trustees, unanimously approved the Agreement with respect to the PCM Fund.

 

33


 

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[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

Private Capital Management, LLC

8889 Pelican Bay Boulevard

Suite 500

Naples, FL 34108

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

PRI-1016

PRIVATE CAPITAL

MANAGEMENT VALUE

FUND

of

FundVantage Trust

Class A

Class I

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

 

This report is submitted for the general information of the shareholders of the Private Capital Management Value Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Private Capital Management Value Fund.

 


QUALITY DIVIDEND FUND

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for Periods Ended October 31, 2016

 

     Six  Months      1 Year     3 Year     Since Inception  

Class A (with sales charge)

     -2.84%            -0.51     4.04     5.03%      

Class A (without sales charge)

     3.07%            5.53     6.11     7.06%      

Russell 1000® Value Index

     4.36%            6.37     7.58     8.86%*     

S&P 500® Index

     4.06%            4.51     8.83     10.17%*     

Class C

     2.71%            4.78     5.35     6.29%       

Russell 1000® Value Index

     4.36%            6.37     7.58     8.59%**    

S&P 500® Index

     4.06%            4.51     8.83     9.89%**    

Institutional Class

     N/A               N/A        N/A        -0.88%       

Russell 1000® Value Index

     N/A               N/A        N/A        -0.63%***   

S&P 500® Index

     N/A               N/A        N/A        -1.03%***   

 

 

The Quality Dividend Fund (“the Fund”) Class A shares commenced operations on September 30, 2013; Class C shares commenced operations on October 1, 2013; Institutional Class shares commenced operations on October 4, 2016.

 

 

Not annualized.

 

*

Benchmark performance is from the inception date of Class A shares of the Fund (September 30, 2013) only and is not the inception date of the benchmark itself.

 

**

Benchmark performance is from the inception date of Class C shares of the Fund (October 1, 2013) only and is not the inception date of the benchmark itself.

 

***

Benchmark performance is from the inception date of Institutional Class shares of the Fund (October 4, 2016) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month end may be obtained by calling (888) 201-5799.

The returns of Class A shares reflect a deduction for the maximum front end sales charge of 5.75%.

The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2016, are 1.38% and 1.25%, respectively, for Class A shares, 2.13% and 2.00%, respectively, for Class C shares and 1.13% and 1.00%, for Institutional Class Shares of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Choice Financial Partners, Inc., d/b/a EquityCompass Strategies (“EquityCompass” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.99% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in effect until September 30, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period

 

1


QUALITY DIVIDEND FUND

Semi-Annual Report

Performance Data (Concluded)

October 31, 2016

(Unaudited)

 

of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total fees would be higher had such fees and expenses not been waived and/or reimbursed.

A 1.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to those of the Russell 1000® Value Index and the S&P 500® Index. The Russell 1000® Value Index is an unmanaged index that measures the performance of the highest-ranking 1,000 stocks in the Russell 3000® Index, which represents about 90% of the total market capitalization of all listed U.S. stocks. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.

Mutual fund investing involves risk, including possible loss of principal. The Fund’s dividend income and distributions will fluctuate, and at times the Fund may underperform other funds that invest more broadly or that have different investment styles. Some of the assets in which the Fund may invest entail special risks. Foreign stocks may be affected by currency fluctuations, social and political instability, and lax regulatory and financial reporting standards. Master Limited Partnerships (“MLPs”) may fluctuate abruptly in value and be difficult to liquidate. Real Estate Investment Trusts (“REITs”) entail risks related to real estate, such as tenant defaults, declining occupancy rates, and falling property values due to deteriorating economic conditions. Listed REIT stocks may fluctuate erratically in market price while non-listed REITs may be illiquid.

 

2


QUALITY DIVIDEND FUND

Fund Expense Disclosure

October 31, 2016

(Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees, if any, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of each accompanying table provides information about 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 Examples for Comparison Purposes

The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund and other funds. To do so, compare 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 accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

3


QUALITY DIVIDEND FUND

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

 

     Quality Dividend Fund
     Beginning Account Value   Ending Account Value   Expenses Paid
     May 1, 2016   October 31, 2016   During Period

Class A*

            

Actual

       $1,000.00         $1,030.70         $  6.35  

Hypothetical (5% return before expenses)

       1,000.00         1,018.95         6.31  

Class C*

            

Actual

       $1,000.00         $1,027.10         $10.17  

Hypothetical (5% return before expenses)

       1,000.00         1,015.17         10.11  

Institutional Class**

            

Actual

       $1,000.00         $   991.20         $  0.73  

Hypothetical (5% return before expenses)

       1,000.00         1,020.21         5.04  

 

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.24% and 1.99% for Class A and Class C shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 3.07% and 2.71% for Class A and Class C shares, respectively.

 

**

Expenses are equal to an annualized expense ratio for the period beginning October 4, 2016, commencement of operations, to October 31, 2016 of 0.99% for Institutional shares, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (27), then divided by 365 to reflect the period. The Institutional Class ending account values on the first line of the table is based on the actual total returns for the Fund since commencement of operations of (0.88)%. For comparative purposes, the Hypothetical expenses are as if the Institutional Class had been in existence from May 1, 2016, and are equal to the Institutional Class annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period (184), then divided by 365 to reflect the period.

 

4


QUALITY DIVIDEND FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

 

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net        
     Assets     Value  

COMMON STOCKS:

    

Pharmaceuticals

     10.3   $ 6,468,112   

REITs

     10.2        6,411,674   

Oil, Gas & Consumable Fuels

     7.9        4,965,887   

Electric Utilities

     7.6        4,764,280   

Multiline Retail

     7.3        4,618,034   

Commercial Banks

     7.3        4,582,173   

Household Products

     7.2        4,495,732   

Diversified Telecommunication Services

     6.9        4,309,826   

Aerospace & Defense

     4.1        2,558,755   

Software

     3.9        2,451,028   

Food Products

     3.8        2,386,293   

Chemicals

     3.8        2,360,160   

Beverages

     3.7        2,331,703   

Hotels, Restaurants & Leisure

     3.7        2,310,724   

Communications Equipment

     3.7        2,303,485   

Tobacco

     3.6        2,284,471   

Containers & Packaging

     3.5        2,176,615   

Exchange Traded Fund

     1.0        632,060   

Other Assets in Excess of Liabilities

     0.5        317,827   
  

 

 

   

 

 

 

NET ASSETS

     100.0   $ 62,728,839   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

5


QUALITY DIVIDEND FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

    Number        
      of Shares       Value  

COMMON STOCKS — 98.5%

  

Aerospace & Defense — 4.1%

  

Boeing Co. (The)

    17,965      $     2,558,755   
   

 

 

 

Beverages — 3.7%

   

Coca-Cola Co. (The)

    54,993        2,331,703   
   

 

 

 

Chemicals — 3.8%

   

Dow Chemical Co. (The)

    43,861        2,360,160   
   

 

 

 

Commercial Banks — 7.3%

   

JPMorgan Chase & Co.

    35,082        2,429,779   

Wells Fargo & Co.

    46,781        2,152,394   
   

 

 

 
      4,582,173   
   

 

 

 

Communications Equipment — 3.7%

  

Cisco Systems, Inc.

    75,081        2,303,485   
   

 

 

 

Containers & Packaging — 3.5%

  

International Paper Co.

    48,337        2,176,615   
   

 

 

 

Diversified Telecommunication Services — 6.9%

  

AT&T, Inc.

    57,914        2,130,656   

Verizon Communications, Inc.

    45,305        2,179,170   
   

 

 

 
      4,309,826   
   

 

 

 

Electric Utilities — 7.6%

   

Duke Energy Corp.

    29,582        2,367,152   

Southern Co. (The)

    46,483        2,397,128   
   

 

 

 
      4,764,280   
   

 

 

 

Food Products — 3.8%

   

Flowers Foods, Inc.

    153,756        2,386,293   
   

 

 

 

Hotels, Restaurants & Leisure — 3.7%

  

McDonald’s Corp.

    20,527        2,310,724   
   

 

 

 

Household Products — 7.2%

   

Kimberly-Clark Corp.

    18,772        2,147,705   

Procter & Gamble Co. (The)

    27,051        2,348,027   
   

 

 

 
      4,495,732   
   

 

 

 
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Multiline Retail — 7.3%

   

Kohl’s Corp.

    52,706      $ 2,305,888   

Target Corp.

    33,641        2,312,146   
   

 

 

 
      4,618,034   
   

 

 

 

Oil, Gas & Consumable Fuels — 7.9%

  

Buckeye Partners L.P.

    33,911        2,188,616   

Spectra Energy Corp.

    66,426        2,777,271   
   

 

 

 
      4,965,887   
   

 

 

 

Pharmaceuticals — 10.3%

  

AbbVie, Inc.

    36,148        2,016,335   

Johnson & Johnson

    19,820        2,298,922   

Pfizer, Inc.

    67,892        2,152,855   
   

 

 

 
      6,468,112   
   

 

 

 

REITs — 10.2%

   

Digital Realty Trust, Inc.

    23,910        2,233,911   

Omega Healthcare Investors, Inc.

    65,039        2,070,191   

Welltower, Inc.

    30,754        2,107,572   
   

 

 

 
      6,411,674   
   

 

 

 

Software — 3.9%

   

Microsoft Corp.

    40,905        2,451,028   
   

 

 

 

Tobacco — 3.6%

   

Philip Morris
International, Inc.

    23,688        2,284,471   
   

 

 

 

TOTAL COMMON STOCKS

(Cost $56,254,258)

  

  

        61,778,952   
   

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

6


QUALITY DIVIDEND FUND

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

 

     Number        
       of Shares       Value  

EXCHANGE TRADED FUND — 1.0%

  

SPDR S&P Dividend ETF

     7,762      $ 632,060   
    

 

 

 

TOTAL EXCHANGE TRADED FUND (Cost $565,125)

       632,060   
    

 

 

 

TOTAL INVESTMENTS - 99.5%
(Cost $56,819,383)

   

    62,411,012   
    

 

 

 

OTHER ASSETS IN EXCESS OF LIABILITIES - 0.5%

       317,827   
    

 

 

 

NET ASSETS - 100.0%

     $     62,728,839   
    

 

 

 

 

L.P.

  

Limited Partnership

REIT

  

Real Estate Investment Trust

SPDR

  

Standard & Poor’s Depository Receipt

  

Master Limited Partnership

 

 

The accompanying notes are an integral part of the financial statements.

 

7


QUALITY DIVIDEND FUND

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $56,819,383)

   $ 62,411,012   

Cash

     228,554   

Receivable for investments sold

     2,304   

Receivable for capital shares sold

     51,925   

Dividends and interest receivable

     133,582   

Prepaid expenses and other assets

     55,990   
  

 

 

 

Total assets

     62,883,367   
  

 

 

 

Liabilities

  

Payable for Investment Adviser

     25,648   

Payable for transfer agent fees

     25,302   

Payable for distribution fees

     23,733   

Payable for administration and accounting fees

     21,243   

Payable for capital shares redeemed

     17,877   

Payable for audit fees

     12,793   

Payable for shareholder servicing fees

     5,185   

Payable for custodian fees

     2,690   

Accrued expenses

     20,057   
  

 

 

 

Total liabilities

     154,528   
  

 

 

 

Net Assets

   $ 62,728,839   
  

 

 

 

Net Assets Consisted of:

  

Capital stock, $0.01 par value

   $ 55,800   

Paid-in capital

     61,039,315   

Accumulated net investment income

     100,048   

Accumulated net realized loss from investments

     (4,057,953

Net unrealized appreciation on investments

     5,591,629   
  

 

 

 

Net Assets

   $ 62,728,839   
  

 

 

 

Class A:

  

Net asset value and redemption price per share ($37,214,550 / 3,314,840 shares)

   $ 11.23   
  

 

 

 

Maximum offering price per share (100/94.25 of $11.23)

   $ 11.92   
  

 

 

 

Class C:

  

Net asset value, offering and redemption price per share ($24,036,307 / 2,133,479 shares)

   $ 11.27   
  

 

 

 

Institutional Class:

  

Net asset value, offering and redemption price per share ($1,477,982 / 131,640 shares)

   $ 11.23   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

8


QUALITY DIVIDEND FUND

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Dividends

   $ 1,097,785   

Interest

     29   
  

 

 

 

Total investment income

     1,097,814   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     191,923   

Distribution fees (Class C) (Note 2)

     93,089   

Distribution fees (Class A) (Note 2)

     48,724   

Transfer agent fees (Note 2)

     38,161   

Administration and accounting fees (Note 2)

     33,899   

Shareholder Servicing fees (Class C)

     31,030   

Legal fees

     16,693   

Audit fees

     13,697   

Printing and shareholder reporting fees

     12,477   

Registration and filing fees

     11,492   

Trustees’ and officers’ fees (Note 2)

     11,469   

Custodian fees (Note 2)

     8,772   

Other expenses

     11,808   
  

 

 

 

Total expenses before waivers

     523,234   
  

 

 

 

Less: waivers (Note 2)

     (33,687
  

 

 

 

Net expenses after waivers

     489,547   
  

 

 

 

Net investment income

     608,267   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

  

Net realized gain from investments

     1,711,287   

Net change in unrealized depreciation on investments

     (593,557
  

 

 

 

Net realized and unrealized gain on investments

     1,117,730   
  

 

 

 

Net increase in net assets resulting from operations

   $ 1,725,997   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

9


QUALITY DIVIDEND FUND

Statements of Changes in Net Assets

 

     For the    
     Six Months Ended   For the
     October 31, 2016   Year Ended
     (Unaudited)   April 30, 2016

Increase in net assets from operations

        

Net investment income

     $ 608,267       $ 1,186,023  

Net realized gain/(loss) from investments

       1,711,287         (5,676,467 )

Net change in unrealized appreciation/(depreciation) on investments

       (593,557 )       3,239,055  
    

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       1,725,997         (1,251,389 )
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Class A

       (481,643 )       (812,392 )

Class C

       (194,272 )       (411,363 )
    

 

 

     

 

 

 

Total net investment income

       (675,915 )       (1,223,755 )
    

 

 

     

 

 

 

Net realized capital gain:

        

Class A

               (459,203 )

Class C

               (285,545 )
    

 

 

     

 

 

 

Total net realized capital gain

               (744,748 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

       (675,915 )       (1,968,503 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions
(Note 4)

       2,855,210         5,594,857  
    

 

 

     

 

 

 

Total increase in net assets

       3,905,292         2,374,965  
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       58,823,547         56,448,582  
    

 

 

     

 

 

 

End of period

     $ 62,728,839       $ 58,823,547  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 100,048       $ 167,696  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

10


QUALITY DIVIDEND FUND

Financial Highlights

 

 

Contained below is per share operating performance data for each Class A share outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

    Class A
    For the            
    Six Months Ended   For the   For the   For the Period
    October 31, 2016   Year Ended   Year Ended   September 30, 2013*
    (Unaudited)   April 30, 2016   April 30, 2015   to April 30, 2014

Per Share Operating Performance

               

Net asset value, beginning of period

    $ 11.03       $ 11.66       $ 11.02       $ 10.00  
   

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

      0.13         0.26         0.27         0.16  

Net realized and unrealized gain/(loss) on investments

      0.21         (0.49 )       0.79         0.96  
   

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

      0.34         (0.23 )       1.06         1.12  
   

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

               

Net Investment Income

      (0.14 )       (0.26 )       (0.28 )       (0.10 )

Net realized capital gain

              (0.14 )       (0.14 )        
   

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions

      (0.14 )       (0.40 )       (0.42 )       (0.10 )
   

 

 

     

 

 

     

 

 

     

 

 

 

Redemption Fees

      (2)       (2)       (2)       (2)
   

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

    $ 11.23       $ 11.03       $ 11.66       $ 11.02  
   

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

      3.07 %       (1.84 )%       9.65 %       11.27 %

Ratio/Supplemental Data

               

Net assets, end of period (in thousands)

    $ 37,215       $ 35,607       $ 35,629       $ 20,745  

Ratio of expenses to average net assets

      1.24 %(4)       1.24 %       1.24 %       1.24 %(4)

Ratio of expenses to average net assets

               

without waivers and expense reimbursements(5)

      1.35 %(4)       1.37 %       1.62 %       2.97 %(4)

Ratio of net investment income to average net assets

      2.19 %(4)       2.40 %       2.33 %       2.65 %(4)

Portfolio turnover rate

      25.40 %(6)       62.74 %       67.56 %       10.71 %(6)

 

* Commencement of operations.
(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2) Amount is less than $0.005 per share.
(3) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.
(4) Annualized.
(5) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6) Not annualized.

The accompanying notes are an integral part of the financial statements.

 

11


QUALITY DIVIDEND FUND

Financial Highlights (Continued)

 

 

Contained below is per share operating performance data for each Class C share outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

     Class C
     For the            
     Six Months Ended   For the   For the   For the Period
     October 31, 2016   Year Ended   Year Ended   October 1, 2013*
     (Unaudited)   April 30, 2016   April 30, 2015   to April 30, 2014

Per Share Operating Performance

                

Net asset value, beginning of period

     $ 11.06       $ 11.73       $ 11.02       $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.08         0.18         0.18         0.12  

Net realized and unrealized gain/(loss) on investments

       0.22         (0.51 )       0.80         0.96  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.30         (0.33 )       0.98         1.08  
    

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                

Net investment income

       (0.09 )       (0.20 )       (0.13 )       (0.06 )

Net realized capital gain

               (0.14 )       (0.14 )        
    

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions

       (0.09 )       (0.34 )       (0.27 )       (0.06 )
    

 

 

     

 

 

     

 

 

     

 

 

 

Redemption Fees

       (2)       (2)       (2)       (2)
    

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 11.27       $ 11.06       $ 11.73       $ 11.02  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       2.71 %       (2.65 )%       8.91 %       10.84 %

Ratio/Supplemental Data

                

Net assets, end of period (in thousands)

     $ 24,036       $ 23,217       $ 20,820       $ 8,089  

Ratio of expenses to average net assets

       1.99 %(4)       1.99 %       1.99 %       1.99 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       2.10 %(4)       2.12 %       2.35 %       3.72 %(4)

Ratio of net investment income to average net assets

       1.45 %(4)       1.65 %       1.58 %       1.46 %(4)

Portfolio turnover rate

       25.40 %(6)       62.74 %       67.56 %       10.71 %(6)

 

* Commencement of operations.
(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2) Amount is less than $0.005 per share.
(3) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4) Annualized.
(5) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6) Not annualized.

The accompanying notes are an integral part of the financial statements.

 

12


QUALITY DIVIDEND FUND

Financial Highlights (Continued)

 

 

Contained below is per share operating performance data for each Institutional Class share outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class
     For the Period
     October 04, 2016*
     to October 31, 2016

Per Share Operating Performance

    

Net asset value, beginning of period

     $ 11.33  
    

 

 

 

Net investment income(1)

       0.02  

Net realized and unrealized loss on investments

       (0.12 )
    

 

 

 

Net decrease in net assets resulting from operations

       (0.10 )
    

 

 

 

Redemption Fees

       (2)
    

 

 

 

Net asset value, end of period

     $ 11.23  
    

 

 

 

Total investment return(3)

       (0.88 )%

Ratio/Supplemental Data

    

Net assets, end of period (in thousands)

     $ 1,478  

Ratio of expenses to average net assets

       0.99 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       1.13 %(4)

Ratio of net investment income to average net assets

       1.88 %(4)

Portfolio turnover rate

       25.40 %(6)

 

* Commencement of operations.
(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2) Amount is less than $0.005 per share.
(3) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4) Annualized.
(5) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6) Not annualized.

The accompanying notes are an integral part of the financial statements.

 

13


QUALITY DIVIDEND FUND

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Quality Dividend Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on September 30, 2013. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares; Class A, Class C and Institutional Class shares. Class A shares are subject to a front end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”), as a percentage of the lower of the original purchase price or net asset value at redemption, of 1.00% may be imposed on full or partial redemptions of Class A shares made within twelve months of purchase where (i) $1 million or more of Class A shares was purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale. A CDSC of 1% may apply to Class C shares when shares are redeemed within 12 months after initial purchase.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

14


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

  • Level 1 —

quoted prices in active markets for identical securities;

 

  • Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

  • Level 3 —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:

 

                   Level 2      Level 3  
            Level 1      Other Significant      Significant  
     Total Market Value at      Quoted      Observable      Unobservable  
     10/31/16      Price      Inputs      Inputs  
Investments in Securities*    $ 62,411,012       $ 62,411,012       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* Please refer to Portfolio of Investments for further details.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 

15


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

MLP Common Units — Master Limited Partnership (“MLP”) common units represent limited partnership interests in the MLP. Common units are generally listed and traded on the U.S. securities exchanges or OTC with their value fluctuating predominantly based on the success of the MLP. Unlike owners of common stock of a corporation, owners of MLP common units have limited voting rights and have no ability to annually elect directors. MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions. Common unit holders have first

 

16


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

priority to receive quarterly cash distributions up to the minimum quarterly distribution and have arrearage rights. In the event of liquidation, common unit holders have preference over subordinated units, but not debt holders or preferred unit holders, to remaining assets of the MLP.

Dividends and Distributions to Shareholders — Dividends from net investment income are declared and paid quarterly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Related Parties and Other Service Providers

Choice Financial Partners, Inc., doing business as EquityCompass Strategies (“EquityCompass” or the “Adviser”), serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 0.60% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.99% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in effect until September 30, 2017 unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount.

 

17


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

At October 31, 2016, the amount of potential recovery was as follows:

 

     Expiration               

April 30, 2017

  

April 30, 2018

  

April 30, 2019

  

April 30, 2020

$132,314

   $153,735    $72,020    $33,687

For the six months ended October 31, 2016, the Adviser earned advisory fees of $191,923 and waived fees of $33,687.

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

BNY Mellon and the Custodian have the ability to recover amounts previously waived if the Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C shares.

 

18


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $6,194. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 19,026,154       $ 15,904,123   

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Six Months Ended              
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016  
     Shares     Amount     Shares     Amount  

Class A

        

Sales

     443,189      $ 5,034,335        610,113      $ 6,694,354   

Reinvestments

     30,622        349,329        90,760        982,542   

Redemption Fees*

            79               1,511   

Redemptions

     (387,841     (4,405,538     (526,706     (5,700,490
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

     85,970      $ 978,205        174,167      $ 1,977,917   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

19


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

     For the Six Months Ended              
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016  
     Shares     Amount     Shares     Amount  

Class C

        

Sales

     262,365      $ 2,999,267        569,179      $ 6,292,787   

Reinvestments

     13,519        154,502        52,434        570,954   

Redemption Fees*

            50               947   

Redemptions

     (241,553     (2,767,719     (297,865     (3,247,748
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

     34,331      $ 386,100        323,748      $ 3,616,940   
  

 

 

   

 

 

   

 

 

   

 

 

 

Institutional Class**

        

Sales

     132,213      $ 1,497,336             $   

Redemption Fees*

            1                 

Redemptions

     (573     (6,432              
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

     131,640      $ 1,490,905             $   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Net Increase

     251,941      $ 2,855,210        497,915      $ 5,594,857   
  

 

 

   

 

 

   

 

 

   

 

 

 

* There is a 1.00% redemption fee that may be charged on shares redeemed which have been held for 60 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital.

** Institutional Class commenced operations on October 4, 2016.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as tax benefit or expense in the current year. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $1,241,301 of ordinary income dividends and $727,202 of long-term capital gains dividends. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.

 

20


QUALITY DIVIDEND FUND

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

 

    Capital    Undistributed    Undistributed         Qualified   Other
      Loss    Ordinary    Long-Term    Unrealized    Late-Year   Book/Tax

Carryforward

   Income    Gain    Appreciation    Losses   Differences

$(1,485,323)

       $176,446          $—          $6,088,277          $ (4,187,008)       $ (8,750)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Other book/tax differences are attributed to the treatment of organizational and start-up costs.

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

 

 

Federal tax cost*

   $ 56,819,383     
    

 

 

   
 

Gross unrealized appreciation

   $ 6,259,939     
 

Gross unrealized depreciation

     (668,310  
    

 

 

   
 

Net unrealized appreciation

   $ 5,591,629     
    

 

 

   

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, the Fund had long-term loss deferrals of $2,479,699 and short-term loss deferrals of $1,707,309.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund’s capital loss carryforwards were $1,485,323, of which $1,148,943 were short-term losses, $336,380 were long-term losses. All losses will be carried forward indefinitely and will retain their character as short-term and long-term capital losses.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

21


QUALITY DIVIDEND FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 201-5799 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At a meeting held on September 28-29, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Choice Financial Partners, Inc. doing business as EquityCompass Strategies (“EquityCompass” or the “Advisor”) and the Trust (the “Agreement”) on behalf of Quality Dividend Fund (the “EquityCompass Fund”). At the Meeting, the Board considered the continuation of the Agreement with respect to the EquityCompass Fund for an additional one year period.

In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the EquityCompass Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the EquityCompass Fund, (iv) investment performance, (v) the capitalization and financial condition of EquityCompass, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the EquityCompass Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on EquityCompass’s ability to service the EquityCompass Fund, (x) compliance with the EquityCompass Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted

 

22


QUALITY DIVIDEND FUND

Other Information

(Unaudited) (Continued)

the reports and discussions with portfolio managers as provided at the Board meetings throughout the year covering matters such as the relative performance of the EquityCompass Fund; compliance with the investment objectives, policies, strategies and limitations for the EquityCompass Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.

Representatives from EquityCompass attended the Meeting in person. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.

Performance. Trustees considered the investment performance for the Quality Dividend Fund and EquityCompass. The Trustees reviewed the historical performance charts which showed the performance of the Class A shares and Class C shares of the Quality Dividend Fund as compared to the Lipper Global Equity Income Fund Index, the Quality Dividend Fund’s applicable Lipper index for the year-to-date, one year, two year and since inception periods ended June 30, 2016, as applicable. The Trustees also reviewed historical performance charts which showed the performance of the Quality Dividend Fund’s Class A shares as compared to the Russell 1000 Value Index, S&P 500 Total Return Index and the Morningstar Large Value Category of peer funds for the one year and since inception periods ended July 31, 2016. The Trustees considered the short term and long term performance of the Quality Dividend Fund, as applicable. The Trustees noted that they considered performance reports provided at Board meetings throughout the year.

The Trustees noted that the Class A and Class C shares of the Quality Dividend Fund had outperformed the Lipper Global Equity Income Fund Index for the year-to-date, one year, two year and since inception periods ended June 30, 2016. The Trustees also noted that the Class A shares of the Quality Dividend Fund outperformed the Russell 1000 Value Index, S&P 500 Total Return Index for the one year period, outperformed the Morningstar Large Value Category for the one year and since inception periods and underperformed the Russell 1000 Value Index and S&P 500 Total Return Index for the since inception period ended July 31, 2016. The Trustees concluded that the performance of the Quality Dividend Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

Fees. The Trustees noted that the representatives of EquityCompass had provided information regarding its advisory fees and an analysis of these fees in relation to the services provided to the Fund and any other ancillary benefit resulting from EquityCompass’ relationship with the Fund. The Trustees also reviewed information regarding the fees that EquityCompass charges to its separately managed accounts, and evaluated the explanations provided by EquityCompass as to differences in fees charged to the Quality Dividend Fund and separately managed accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Fund versus the universe of funds with similar share classes in the Lipper Global Equity Income Fund category with $250 million or less in assets. The Trustees noted

 

23


QUALITY DIVIDEND FUND

Other Information

(Unaudited) (Continued)

that the gross advisory fee and net total expense ratio of the Fund’s Class A and Class C shares were lower than the median of the gross advisory fee and net total expense ratio of the funds with a similar share class in the Lipper Global Equity Income Fund category with $250 million or less in assets. The Trustees concluded that the advisory fees and services provided by EquityCompass are consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Quality Dividend Fund based on the information provided at the Meeting.

Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of EquityCompass, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by EquityCompass, the Board took into account its familiarity with EquityCompass’ senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account EquityCompass’ compliance policies and procedures and reports regarding EquityCompass’ compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Quality Dividend Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Quality Dividend Fund by EquityCompass and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the EquityCompass Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Quality Dividend Fund is likely to benefit from the continued receipt of those services. They also concluded that EquityCompass has sufficient personnel, with the appropriate education and experience, to serve the Quality Dividend effectively and had demonstrated their ability to attract and retain qualified personnel.

Costs. The Trustees reviewed materials regarding the costs of the services provided by EquityCompass, the compensation and benefits received by EquityCompass in providing services to the Quality Dividend Fund, as well as EquityCompass’ profitability. The Trustees were provided with the most recent Item 6 (Selected Financial Data) from the Form 10-K of Stifel Financial Corp., EquityCompass’ parent company, for its most recent fiscal year ended December 31, 2015. The Trustees noted that EquityCompass’ level of profitability is an important factor to consider, and the Trustees should be satisfied that EquityCompass’ profits are sufficient to continue as a healthy concern generally and as investment adviser of the Quality Dividend specifically. The Trustees concluded that EquityCompass’ advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the Quality Dividend Fund.

Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Quality Dividend Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Quality Dividend Fund for the benefit of fund shareholders, but that the advisory fee did not currently include breakpoint reductions as asset levels increased.

 

24


QUALITY DIVIDEND FUND

Other Information

(Unaudited) (Concluded)

At the Meeting, the Trustees unanimously approved the continuation of the EquityCompass Agreement for an additional one year period. In approving the continuation of the EquityCompass Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by EquityCompass. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the EquityCompass Agreement would be in the best interests of the Quality Dividend Fund and its shareholders.

 

25


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

Choice Financial Partners, Inc.

d/b/a EquityCompass Strategies

501 North Broadway

St. Louis, MO 63102

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

 

LOGO

QUALITY DIVIDEND

FUND

of

FundVantage Trust

Class A (QDVAX)

Class C (QDVCX)

Institutional Class (QDVIX)

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

This report is submitted for the general information of the shareholders of the Quality Dividend Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Quality Dividend Fund.

 

 

QUA-1016


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016

 

    

Six Months†

 

1 Year

 

3 Years

 

5 Years

 

Since
Inception

Class A Shares (with sales charge)*

       -1.13 %       -8.45 %       -9.46 %       -2.27 %       1.11 %

Class A Shares (without sales charge)*

       4.91 %       -2.86 %       -7.66 %       -1.11 %       1.94 %

MSCI EAFE (Gross) Index

       0.08 %       -2.74 %       -0.86 %       5.47 %       5.55 %**

 

Not Annualized

 

*

Class A Shares of the Shelton International Select Equity Fund (the “Fund”) commenced operations on July 31, 2009.

 

**

Benchmark performance is from the inception date of Class A Shares of the Fund (July 31, 2009) only and is not the inception date of the benchmark itself.

Class A Shares of the Fund have a 5.75% maximum sales charge.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

1


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

 

Average Annual Total Returns for the Periods Ended October 31, 2016  
    

Six Months†

    

1 Year

    

3 Years

    

5 Years

    

Since
Inception

 

Class I Shares*

     5.09%              -2.60%         -7.42%         -0.85%         7.61%   

MSCI EAFE (Gross) Index

     0.08%              -2.74%         -0.86%         5.47%         11.19% ** 

 

Not Annualized

 

* Class I Shares of the Fund commenced operations on December 19, 2008.

 

** Benchmark performance is from the inception date of Class I Shares of the Fund (December 19, 2008) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

2


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Semi-Annual Report

Performance Data (Concluded)

October 31, 2016

(Unaudited)

 

As stated in the current prospectus dated September 1, 2016 the Fund’s gross “Total Annual Fund Operating Expenses” are 1.27% and 1.02% for Class A shares and Class I shares, respectively. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Shelton Capital Management (“Shelton” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed (on an annual basis) 1.24% with respect to Class A shares and 0.99% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Prior to February 15, 2016, the Expense Limitation was (on an annual basis) 1.50% with respect to Class A shares and 1.25% with respect to Class I shares. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount that was in effect at the time of the Expense Limitation amount. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.

The Fund evaluates its performance as compared to that of the MSCI EAFE® Index [Europe, Australasia, Far East], which is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada. It is impossible to invest directly in an index. As of October 31, 2016, the MSCI EAFE Index consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, HongKong, Ireland, Israel, Italy, Japan, the Netherlands, NewZealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Gross total return indexes does not include any tax credits.

All mutual fund investing involves risk, including possible loss of principal. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices.

 

3


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 for the Fund, and held for the entire period.

Actual Expenses

The first line of each accompanying table provides information about 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 Examples for Comparison Purposes

The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 the Fund and other funds. To do so, compare 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 accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of each accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

4


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

    Shelton International Select Equity Fund
    Beginning Account Value
May 1, 2016
   Ending Account Value
October 31, 2016
   Expenses Paid
During Period*

Class A Shares

             

Actual

    $ 1,000.00        $ 1,049.10        $ 6.40  

Hypothetical (5% return before expenses)

      1,000.00          1,018.95          6.31  

Class I Shares

             

Actual

    $ 1,000.00        $ 1,050.90        $ 5.12  

Hypothetical (5% return before expenses)

      1,000.00          1,020.21          5.04  

 

 

*Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.24% and 0.99% for Class A and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 4.91% and 5.09% for Class A and Class I Shares, respectively.

 

5


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
  Value

COMMON STOCKS:

        

Commercial Banks

       13.9 %     $       6,445,831  

Metals & Mining

       9.8         4,575,171  

Oil, Gas & Consumable Fuels

       6.7         3,098,044  

Internet Software & Services

       6.2         2,908,500  

Food & Staples Retailing

       6.1         2,849,565  

Internet & Catalog Retail

       5.9         2,736,323  

Insurance

       5.9         2,717,921  

Machinery

       3.7         1,737,053  

Trading Companies & Distributors

       3.3         1,525,547  

Software

       3.3         1,522,163  

Media

       3.2         1,470,061  

Food Products

       3.0         1,398,416  

Professional Services

       2.9         1,364,318  

Semiconductors & Semiconductor Equipment

       2.9         1,346,630  

Electrical Equipment

       2.9         1,345,947  

Chemicals

       2.8         1,324,837  

Aerospace & Defense

       2.8         1,307,787  

Diversified Financial Services

       2.6         1,221,758  

Electronic Equipment, Instruments & Components

       2.4         1,131,096  

Personal Products

       2.1         968,969  

Household Durables

       1.9         895,847  

Real Estate Management & Development

       1.7         787,620  

Exchange Traded Funds

       2.6         1,196,651  

Other Assets in Excess of Liabilities

       1.4         652,313  
    

 

 

 

   

 

 

 

NET ASSETS

       100.0 %     $ 46,528,368  
    

 

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

6


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Portfolio of Investments

October 31, 2016

(Unaudited)

     Number
  of Shares  
     Value  

COMMON STOCKS — 96.0%

  

  

Australia — 3.9%

     

BHP Billiton, Ltd.

     103,400       $ 1,806,483   
     

 

 

 

Belgium — 2.7%

     

KBC Groep NV*

     20,420         1,244,830   
     

 

 

 

Brazil — 2.4%

     

Banco Bradesco SA, ADR

     105,850         1,101,898   
     

 

 

 

Canada — 3.1%

     

Alimentation Couche-Tard, Inc., Class B

     29,200         1,466,858   
     

 

 

 

China — 6.2%

     

NetEase, Inc., ADR

     4,800         1,233,552   

Tencent Holdings Ltd.

     63,200         1,674,948   
     

 

 

 
              2,908,500   
     

 

 

 

Denmark — 2.9%

     

Vestas Wind Systems AS

     16,800         1,345,947   
     

 

 

 

France — 5.8%

     

Thales SA

     13,900         1,307,787   

TOTAL SA

     29,500         1,413,201   
     

 

 

 
        2,720,988   
     

 

 

 

Germany — 2.5%

     

Hannover Rueck SE

     10,310         1,150,202   
     

 

 

 

Hong Kong — 3.4%

     

AIA Group Ltd.

     249,200         1,567,719   
     

 

 

 

Indonesia — 3.6%

     

Bank Rakyat Indonesia Persero Tbk PT

     1,795,400         1,676,490   
     

 

 

 

Israel — 3.3%

     

NICE-Systems Ltd., SP ADR

     22,900         1,522,163   
     

 

 

 

Japan — 17.8%

     

Cyberagent, Inc.

     50,600         1,470,061   
     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

  

Japan — (Continued)

     

Daito Trust Construction Co. Ltd.

     4,700       $ 787,620   

ITOCHU Corp.

     120,800               1,525,547   

Komatsu Ltd.

     36,300         808,006   

Murata Manufacturing Co., Ltd.

     8,100         1,131,096   

ORIX Corp.

     77,100         1,221,758   

Start Today Co., Ltd.

     77,700         1,361,610   
     

 

 

 
        8,305,698   
     

 

 

 

Luxembourg — 3.3%

     

ArcelorMittal*

     228,435         1,543,534   
     

 

 

 

Netherlands — 5.1%

     

Koninklijke Ahold NV

     60,612         1,382,707   

Unilever NV

     23,170         968,969   
     

 

 

 
        2,351,676   
     

 

 

 

Poland — 2.6%

     

KGHM Polska Miedz SA

     67,500         1,225,154   
     

 

 

 

Singapore — 2.5%

     

DBS Group Holdings Ltd.

     109,000         1,174,879   
     

 

 

 

Sweden — 3.9%

     

Electrolux AB, Class B

     37,850         895,847   

SKF AB, Class B

     54,850         929,047   
     

 

 

 
        1,824,894   
     

 

 

 

Switzerland — 5.9%

     

Givaudan SA

     685         1,324,837   

Nestle SA, SP ADR

     19,250         1,398,416   
     

 

 

 
        2,723,253   
     

 

 

 

Taiwan — 2.9%

     

Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR

     43,300         1,346,630   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

7


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

Thailand — 2.7%

  

Bangkok Bank PCL

     274,800       $ 1,247,734   
     

 

 

 

United Kingdom — 9.5%

     

ASOS PLC*

     21,415         1,374,713   

BP PLC

     285,000         1,684,843   

Intertek Group PLC

     32,700         1,364,318   
     

 

 

 
        4,423,874   
     

 

 

 

TOTAL COMMON STOCKS

(Cost $37,327,847)

  

  

           44,679,404   
     

 

 

 

EXCHANGE TRADED FUNDS — 2.6%

  

iShares MSCI Emerging Market Index fund

     32,220         1,196,651   
     

 

 

 

TOTAL EXCHANGE TRADED FUNDS
(Cost $1,181,652)

        1,196,651   
     

 

 

 

TOTAL INVESTMENTS - 98.6%
(Cost $38,509,499)

   

     45,876,055   

OTHER ASSETS IN
EXCESS OF
LIABILITIES - 1.4%

        652,313   
     

 

 

 

NET ASSETS - 100.0%

      $ 46,528,368   
     

 

 

 

 

 

*     Non-income producing.

 

ADR

  

American Depositary Receipt

SP ADR

  

Sponsored American Depositary Receipt

PLC

  

Public Limited Company

 

 

The accompanying notes are an integral part of the financial statements.

 

 

8


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $38,509,499)

   $ 45,876,055   

Cash

     314,172   

Receivable for investments sold

     118,610   

Receivable for capital shares sold

     19,970   

Dividends and interest receivable

     366,998   

Receivable from Adviser

     24,876   

Prepaid expenses and other assets

     4,954   
  

 

 

 

Total assets

         46,725,635   
  

 

 

 

Liabilities

  

Payable for investments purchased

     117,251   

Payable for administration and accounting fees

     21,705   

Payable for transfer agent fees

     17,068   

Payable for capital shares redeemed

     14,073   

Payable for audit fees

     12,560   

Payable for custodian fees

     7,271   

Accrued expenses

     7,339   
  

 

 

 

Total liabilities

     197,267   
  

 

 

 

Net Assets

   $ 46,528,368   
  

 

 

 

Net Assets Consist of:

  

Capital stock, $0.01 par value

   $ 27,852   

Paid-in capital

     103,710,484   

Accumulated net investment income

     465,267   

Accumulated net realized loss from investments

     (65,037,988

Net unrealized appreciation on investments

     7,362,753   
  

 

 

 

Net Assets

   $ 46,528,368   
  

 

 

 

Class A Shares:

  

Net asset value and redemption price per share ($6,119,229 / 367,270 shares)

     $16.66   

 

Maximum offering price per share (100/94.25 of $16.66)

     $17.68   

Class I Shares:

  

Net asset value, offering and redemption price per share ($40,409,139 / 2,417,939 shares)

     $16.71   

The accompanying notes are an integral part of the financial statements.

 

9


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Dividends

   $ 369,238   

Less: foreign taxes withheld

     (63,014
  

 

 

 

Total investment income

     306,224   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     178,480   

Registration and filing fees

     72,114   

Administration and accounting fees (Note 2)

     45,580   

Transfer agent fees (Note 2)

     35,435   

Custodian fees (Note 2)

     20,549   

Legal fees

     15,720   

Printing and shareholder reporting fees

     14,141   

Audit fees

     13,840   

Trustees’ and officers’ fees (Note 2)

     13,136   

Distribution fees (Class A) (Note 2)

     8,914   

Other expenses

     28,891   
  

 

 

 

Total expenses before waivers and reimbursements

     446,800   
  

 

 

 

Less: waivers and reimbursements (Note 2)

     (199,109
  

 

 

 

Net expenses after waivers and reimbursements and recoupment

     247,691   
  

 

 

 

Net investment income

     58,533   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

  

Net realized loss from investments

     (363,688

Net realized gain from foreign currency transactions

     30,802   

Net change in unrealized appreciation/(depreciation) on investments

     2,567,973   

Net change in unrealized appreciation/(depreciation) on foreign currency transactions

     (43,648
  

 

 

 

Net realized and unrealized gain on investments

     2,191,439   
  

 

 

 

Net increase in net assets resulting from operations

   $ 2,249,972   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

10


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Statements of Changes in Net Assets

 

     For the
Six Months Ended
October 31, 2016
(Unaudited)
  For the
Year Ended
April 30, 2016

Increase/(Decrease) in net assets from operations:

        

Net investment income

     $ 58,533       $ 2,810,425  

Net realized loss from investments

       (332,886 )       (54,124,589 )

Net change in unrealized appreciation/(depreciation) on investments

       2,524,325         (39,681,193 )
    

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       2,249,972         (90,995,357 )
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

        

Net investment income:

        

Class A Shares

               (525,377 )

Class C Shares

               (3,396 )

Class I Shares

               (5,081,580 )
    

 

 

     

 

 

 

Total net investment income

               (5,610,353 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

               (5,610,353 )
    

 

 

     

 

 

 

Decrease in Net Assets Derived from Capital Share Transactions (Note 4)

       (8,343,415 )       (252,136,993 )
    

 

 

     

 

 

 

Total decrease in net assets

       (6,093,443 )       (348,742,703 )
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       52,621,811         401,364,514  
    

 

 

     

 

 

 

End of period

     $ 46,528,368       $ 52,621,811  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 465,267       $ 406,734  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

11


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class A Shares
     For the                    
     Six Months   For the   For the   For the   For the   For the
     Ended   Year   Year   Year   Year   Year
     October 31,   Ended   Ended   Ended   Ended   Ended
     2016   April 30,   April 30,   April 30,   April 30,   April 30,
     (Unaudited)   2016   2015   2014   2013   2012

 

Per Share Operating Performance

                        

Net asset value, beginning of period

     $ 15.88       $ 21.16       $ 23.48       $ 20.54       $ 19.30       $ 22.42  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       (2)       0.19         0.17         0.14         0.05         0.10  

Net realized and unrealized gain/(loss) on investments

       0.78         (4.97 )       (2.34 )       2.92         1.22         (3.20 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.78         (4.78 )       (2.17 )       3.06         1.27         (3.10 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                        

Net investment income

               (0.50 )       (0.15 )       (0.09 )       (0.03 )       (0.03 )

Net realized gains

                               (0.03 )                
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

               (0.50 )       (0.15 )       (0.12 )       (0.03 )       (0.03 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees

                       (2)       (2)       (2)       0.01  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 16.66       $ 15.88       $ 21.16       $ 23.48       $ 20.54       $ 19.30  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       4.91 %       (22.51 )%       (9.18 )%       14.90 %       6.61 %       (13.75 )%

Ratio/Supplemental Data

                        

Net assets, end of period (in thousands)

     $ 6,119       $ 8,488       $ 31,583       $ 46,435       $ 53,447       $ 58,360  

Ratio of expenses to average net assets

       1.24 %(4)       1.48 %       1.45 %       1.49 %       1.50 %       1.50 %

Ratio of expenses to average net assets without waivers, expense reimbursements and/or recoupment, if any(5)

       2.06 %(4)       1.53 %       1.45 %       1.45 %       1.46 %       1.51 %

Ratio of net investment income to average net assets

       0.02 %(4)       1.11 %       0.75 %       0.67 %       0.27 %       0.51 %

Portfolio turnover rate

       9.97 %(6)       40.06 %       7.76 %       5.65 %       5.21 %       7.48 %

 

(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2) Amount is less than $0.005 per share.
(3) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.
(4) Annualized.
(5) During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2).
(6) Not annualized.

The accompanying notes are an integral part of the financial statements.

 

12


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Financial Highlights (Continued)

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I Shares
     For the                    
     Six Months   For the   For the   For the   For the   For the
     Ended   Year   Year   Year   Year   Year
     October 31,   Ended   Ended   Ended   Ended   Ended
     2016   April 30,   April 30,   April 30,   April 30,   April 30,
     (Unaudited)   2016   2015   2014   2013   2012

 

Per Share Operating Performance

                        

Net asset value, beginning of period

     $ 15.90       $ 21.20       $ 23.53       $ 20.59       $ 19.35       $ 22.47  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.02         0.25         0.24         0.20         0.11         0.15  

Net realized and unrealized gain/(loss) on investments

       0.79         (5.01 )       (2.36 )       2.92         1.22         (3.21 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       0.81         (4.76 )       (2.12 )       3.12         1.33         (3.06 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                        

Net investment income

               (0.54 )       (0.21 )       (0.15 )       (0.09 )       (0.07 )

Net realized gains

                               (0.03 )                
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

               (0.54 )       (0.21 )       (0.18 )       (0.09 )       (0.07 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees

                       (2)       (2)       (2)       0.01  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 16.71       $ 15.90       $ 21.20       $ 23.53       $ 20.59       $ 19.35  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       5.09 %       (22.36 )%       (8.94 )%       15.18 %       6.88 %       (13.51 )%

Ratio/Supplemental Data

                        

Net assets, end of period (in thousands)

     $ 40,409       $ 44,133       $ 369,610       $ 347,791       $ 320,190       $ 256,268  

Ratio of expenses to average net assets

       0.99 %(4)       1.23 %       1.20 %       1.24 %       1.25 %       1.25 %

Ratio of expenses to average net assets without waivers, expense reimbursements and/or recoupment, if any(5)

       1.82 %(4)       1.28 %       1.20 %       1.20 %       1.21 %       1.27 %

Ratio of net investment income to average net assets

       0.28 %(4)       1.36 %       1.11 %       0.92 %       0.58 %       0.77 %

Portfolio turnover rate

       9.97 %(6)       40.06 %       7.76 %       5.65 %       5.21 %       7.48 %

 

(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2) Amount is less than $0.005 per share.
(3) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4) Annualized.
(5) During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2).
(6) Not annualized.

The accompanying notes are an integral part of the financial statements.

 

13


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Shelton International Select Equity Fund, (formerly WHV International Equity Fund), (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), and commenced investment operations on December 19, 2008. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) of up to 1.00% may apply for investments of $1 million or more of Class A Shares of each Fund (and therefore no initial sales charge was paid) and shares are redeemed within 18 months after initial purchase. The CDSC shall not apply to those purchases of Class A Shares of $1 million or more where the selling broker-dealer did not receive a commission. Class C Shares closed on April 15, 2016.

WHV Investments, Inc. (“WHV”), the Fund’s former investment adviser, determined to exit the mutual fund investment advisory business. On June 23, 2016, Shelton Capital Management (“Shelton”) announced an agreement pursuant to which WHV’s in-house Rivington portfolio management team would become employees of Shelton and continue to manage the Fund. Effective July 18, 2016, Shelton succeeded WHV as the investment adviser to the Fund.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. The Fund’s equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing sale or official closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the Trust’s Board of Trustees. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Any assets held by the Fund that are denominated

 

14


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Fund determines the daily NAV per share. Foreign securities may trade on weekends or other days when the Fund does not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Fund. Investments in other open-end investment companies are valued based on the NAV of such investment companies (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with procedures adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available and has delegated to Shelton Capital Management (“Shelton” or the “Adviser”) the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

•  Level 1 —

 

quoted prices in active markets for identical securities;

•  Level 2 —

 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•  Level 3 —

 

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Securities listed on a non-U.S. exchange are generally fair valued daily by an independent fair value pricing service approved by the Board of Trustees and categorized as Level 2 investments within the hierarchy. The fair valuations for these securities may not be the same as quoted or published prices of the securities on their primary markets. Securities for which daily fair value prices from the independent fair value pricing service are not available are generally valued at the last quoted sale price at the close of an exchange on which the security is traded and categorized as Level 1 investments within the hierarchy. Values of foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of said currencies against the U.S. dollar, as of Valuation Time, as provided by an independent pricing service approved by the Board of Trustees.

 

15


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:

 

                   Level 2         
                   Other      Level 3  
     Total      Level 1      Significant      Significant  
     Value at      Quoted      Observable      Unobservable  
     10/31/16      Price      Inputs      Inputs  

Common Stocks:

           

Australia

   $ 1,806,483       $       $ 1,806,483       $   

Belgium

     1,244,830                 1,244,830           

Brazil

     1,101,898         1,101,898                   

Canada

     1,466,858         1,466,858                   

China

     2,908,500         1,233,552         1,674,948           

Denmark

     1,345,947                 1,345,947           

France

     2,720,988                 2,720,988           

Germany

     1,150,202                 1,150,202           

Hong Kong

     1,567,719                 1,567,719           

Indonesia

     1,676,490                 1,676,490           

Israel

     1,522,163         1,522,163                   

Japan

     8,305,698                 8,305,698           

Luxembourg

     1,543,534                 1,543,534           

Netherlands

     2,351,676         968,969         1,382,707           

Poland

     1,225,154                 1,225,154           

Singapore

     1,174,879                 1,174,879           

Sweden

     1,824,894                 1,824,894           

Switzerland

     2,723,253         1,398,416         1,324,837           

Taiwan

     1,346,630         1,346,630                   

Thailand

     1,247,734                 1,247,734           

United Kingdom

     4,423,874                 4,423,874           

Exchange Traded Funds

     1,196,651         1,196,651                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $   45,876,055       $   10,235,137       $   35,640,918       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

 

16


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, accounting principles generally accepted in the United States of America (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

 

17


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and are recorded on ex-date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — The Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Fund is determined on the basis of U.S. dollars, the Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.

 

18


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

2. Transactions with Related Parties and Other Service Providers

For its services, the Adviser is entitled to an investment advisory fee of 0.74% (on an annualized basis), which is calculated daily and paid monthly based on the average daily net assets of the Fund. Prior to July 18, 2016, WHV served as the investment adviser to the Fund. After July 18, 2016, Shelton became the investment adviser to the Fund. WHV, prior to July 18, 2016, and Shelton, after July 18, 2016, contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed (on an annual basis) 1.24% with respect to Class A shares and 0.99% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Prior to February 15, 2016, the Management Fee was 1.00% (on an annual basis) of the Fund’s average daily net assets and the Expense Limitation was (on an annual basis) 1.50% with respect to Class A shares and 1.25% with respect to Class I shares. Shelton is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. Shelton is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount that was in effect at the time of the Expense Limitation amount. For the period from May 1, 2016 through July 17, 2016, WHV earned fees of $76,464 and waived fees of $76,083. For the period from July 18, 2016 through

 

19


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

October 31, 2016, Shelton earned fees of $102,016, waived fees of $102,016 and reimbursed fees of $21,010. WHV is no longer eligible to recover any amounts previously waived or reimbursed. As of October 31, 2016, the amount of potential recovery by Shelton was $123,026, which expires on April 30, 2020.

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (“the Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Class A Shares.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016, was $5,720. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

 

20


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding U.S. Government and agency short-term investments and other short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 4,677,540       $ 10,408,177   

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

 

             For the Six Months Ended                
     October 31, 2016   For the Year Ended
     (Unaudited)   April 30, 2016*
     Shares   Amount   Shares   Amount

Class A Shares

                

Sales

       1,617         $      25,321         197,720         $   3,715,891  

Reinvestments

                       23,922         369,356  

Redemptions

       (169,046 )        (2,710,397 )       (1,179,575 )         (19,406,293 )

Net decrease

       (167,429 )       $(2,685,076 )          (957,933 )       $(15,321,046 )

Class C Shares

                

Sales

               $              —         343         $          5,000  

Reinvestments

                       220         3,396  

Redemptions

                 —                         —                (8,653 )              (125,185 )

Net decrease

                 —         $              —         $      (8,090 )       $     (116,789 )

 

21


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

         For the Six Months Ended                  
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016*  
     Shares     Amount     Shares     Amount  

Class I Shares

        

Sales

     174,831      $ 2,805,356        6,133,764      $ 106,747,498   

Reinvestments

              240,629        3,717,717   

Redemptions

     (531,865     (8,463,695     (21,036,904     (347,164,373
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (357,034   $ (5,658,339     (14,662,511   $ (236,699,158
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net decrease

     (524,463   $ (8,343,415     (15,628,534   $ (252,136,993
  

 

 

   

 

 

   

 

 

   

 

 

 

* Class C Shares closed on April 15, 2016.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax characters of distributions paid by the Fund was $5,610,353 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss    Undistributed    Undistributed    Unrealized    Qualified Late-Year
Carryforward    Ordinary Income    Long-Term Gain    Appreciation    Losses
$(24,978,634)    $557,958    $—    $4,537,473    $(39,576,737)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

 

22


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

     
  

Federal tax cost*

   $ 38,509,499   
     

 

 

 
  

Gross unrealized appreciation

   $ 8,425,411   
  

Gross unrealized depreciation

     (1,058,855
     

 

 

 
  

Net unrealized appreciation

   $ 7,366,556   
     

 

 

 

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Accumulated capital losses represent net capital loss carryovers as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.

As of April 30, 2016, the Fund had capital loss carryforwards of $24,978,634, of which $3,003,925 were short-term losses, $21,974,709 are long-term losses, and all have an unlimited period of capital loss carryforward.

6. Subsequent Event

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:

At a meeting of the Board of Trustees (the “Board”) of the Trust held on September 29, 2016, the Board approved, upon the recommendation of its current investment adviser, Shelton, an Agreement and Plan of Reorganization between the Trust, on behalf of the Fund, into a newly-created series of the SCM Trust, a Massachusetts business trust. The Board’s decision to reorganize the Fund is subject to shareholder approval. If approved by shareholders, the reorganization is anticipated to close during the first quarter 2017.

On December 13, 2016, the interim investment advisory agreement dated July 18, 2016 between the Trust, on behalf of the Fund, and Shelton terminated. After December 13, 2016, Shelton has continued to provide the Fund with uninterrupted investment advisory services without an investment advisory agreement approved by the Fund’s shareholders as required by the 1940 Act. Shelton will continue to manage the Fund in accordance with the Fund’s investment objective and principal strategies as disclosed in the Fund’s Prospectus.

 

23


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 948-4685 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

WHV Investments, Inc. (“WHV”), the former investment adviser to the Shelton International Fund (formerly, the WHV International Equity Fund, and referred to herein as the “International Fund “), determined to exit the mutual fund investment advisory business. On July 18, 2016, Shelton Capital Management (“Shelton”) entered into an agreement pursuant to which WHV’s in-house Rivington portfolio management team (“Portfolio Team”) would become employees of Shelton and continue to manage the International Fund (the “Transaction”). In connection with the change in investment adviser from WHV to Shelton, the International Fund’s investment advisory agreement with WHV (“Prior Agreement”) was terminated. Accordingly, at an in-person meeting held on June 20-21, 2016, the FundVantage Board, including the Independent Trustees, unanimously approved a new investment advisory agreement between the International Fund and Shelton (the “New Agreement”). In order for the Portfolio Team to provide uninterrupted services to the International Fund, the FundVantage Board, including the Independent Trustees, also unanimously approved an interim agreement between the International Fund and Shelton (“Interim Agreement”) at the same in-person Board meeting. Effective July 18, 2016, Shelton succeeded WHV as the investment adviser to the International Fund pursuant to the Interim Agreement.

Before considering the Interim Agreement and New Agreement, the FundVantage Board requested information about the Transaction. In determining whether to approve the Interim Agreement and New Agreement, the FundVantage Trustees considered information provided by Shelton in accordance with Section 15(c) of the 1940 Act at the in-person meeting held on June 20-21, 2016. The Trustees considered information that Shelton provided regarding (i) the services to be performed for the International Fund, (ii) the size and qualifications of its portfolio management staff, (iii) any potential or actual material conflicts

 

24


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Other Information (Continued)

(Unaudited)

 

of interest which may arise in connection with a portfolio manager’s management of the International Fund, (iv) investment performance, (v) the capitalization and financial condition of Shelton, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the International Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Shelton’s ability to service the International Fund, and (x) compliance with federal securities laws and other regulatory requirements. The Trustees also noted that they had previously received and reviewed a memorandum from legal counsel regarding the legal standard applicable to their review of the Agreements.

At the in-person meeting, representatives from Shelton joined the meeting via teleconference and discussed the Transaction. They also received information regarding Shelton’s performance, investment strategy, and compliance program in connection with the proposed New Agreement. Representatives of Shelton responded to questions from the FundVantage Board. The FundVantage Board members also inquired about the plans for, and the new roles and responsibilities of, certain current employees and officers of WHV as a result of the Transaction. In connection with the FundVantage Trustees’ review of the Interim Agreement and New Agreement, Shelton reported that: (i) it expected that there will be no adverse changes as a result of Shelton’s addition of the Portfolio Team in the nature, quality, or extent of services currently provided to the International Fund and its shareholders, including investment management, distribution, or other shareholder services; (ii) no material adverse effects on Shelton’s financial condition; (iii) no material adverse changes in personnel or operations are contemplated; and (iv) Shelton intended to honor the expense limitations and reimbursements currently in effect for the International Fund.

In addition to the information provided by Shelton as described above, the FundVantage Trustees also considered all other factors they believed to be relevant to evaluating the Interim Agreement and New Agreement, including the specific matters discussed below. In their deliberations, the FundVantage Trustees did not identify any particular information that was controlling, and different FundVantage Trustees may have attributed different weights to the various factors. However, the FundVantage Trustees determined that the overall arrangements between the International Fund and Shelton, as provided in the Interim Agreement and New Agreement, including the proposed advisory fees, are fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the FundVantage Trustees considered relevant.

In making their decision relating to the approval of the Interim Agreement and New Agreement, the FundVantage Trustees gave attention to the information furnished. The following discussion, however, identifies the primary factors taken into account by the FundVantage Trustees and the conclusions reached in approving the Interim Agreement and New Agreement.

 

25


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Other Information (Continued)

(Unaudited)

 

Performance. The FundVantage Trustees considered the investment performance for the International Fund and for similarly managed accounts of the Portfolio Team. The Trustees received performance information for a separate account managed by the Portfolio Team in a substantially similar manner as the International Fund’s current strategy, including a comparison to the MSCI ACWI ex-USA Index (calculated net of taxes applicable to foreign investors who are subject to a foreign tax withholding on dividends received). The Trustees also received performance information for the International Fund as compared to the MSCI EAFE Index (gross of fees) and to the Lipper International Large Cap Growth Index for various periods ending March 31, 2016 and April 30, 2016. The Trustees noted that the Portfolio Team had been managing the International Fund since February 15, 2016, and therefore the Fund’s historical performance was largely that of the Fund’s prior sub-adviser, and not the Rivington PM Team. The Trustees also noted commentary provided by the Portfolio Team regarding the performance data and the various factors contributing to the International Fund’s shorter-term performance.

Fees. The FundVantage Trustees also noted that the representatives of Shelton had provided information regarding its proposed advisory fee and an analysis of this fee in relation to the services proposed to be provided to the International Fund and any other ancillary benefit resulting from Shelton’s relationship with the International Fund. The FundVantage Trustees also reviewed information regarding the fees charged by WHV under the Prior Agreement (and expected to be charged by Shelton) to other clients and evaluated explanations provided by Shelton as to differences in the fees charged to other similarly managed accounts. The FundVantage Trustees reviewed fees charged by other advisers that manage comparable funds with similar strategies.

With respect to the International Fund, the FundVantage Trustees noted that the gross advisory fee of the International Fund was lower than the gross advisory fee of the median of funds in the Lipper International Large Cap Growth Index with $250 million or less in assets. The Trustees noted that the information provided for the International Fund in the Lipper report with respect to net expenses was not reflective of the International Fund’s current expense ratio due to the recent reduction in the International Fund’s advisory fee and expense limitation on February 15, 2016.

Costs. The FundVantage Trustees also considered the costs of the services to be provided by Shelton, the compensation and benefits to be received by Shelton in providing services to the International Fund, as well as Shelton’s profitability. It was noted that the FundVantage Board had been provided with Shelton’s most recent U.S. Return of Partnership Income. The FundVantage Trustees considered any direct or indirect revenues which may be received by Shelton in connection with its management of the International Fund. The FundVantage Trustees noted that the level of profitability is an appropriate factor to consider, and the FundVantage Trustees should be satisfied that Shelton’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the International Fund. Based on the information provided, the FundVantage Trustees concluded that Shelton’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account projected growth of the International Fund.

 

26


SHELTON INTERNATIONAL SELECT EQUITY FUND

(formerly WHV International Equity Fund)

Other Information (Concluded)

(Unaudited)

 

Economies of Scale. The FundVantage Trustees considered the extent to which economies of scale would be realized relative to fee level as the International Fund is anticipated to grow, and whether the advisory fee level reflects these economies of scale for the benefit of shareholders. The FundVantage Board noted that economies of scale may be achieved at higher asset levels for the International Fund for the benefit of shareholders, but that because such economies of scale did not yet exist and were not likely to exist in the near term, it was not appropriate to incorporate a mechanism for sharing the benefit of such economies with International Fund shareholders in the advisory fee structure at this time.

After consideration of all the factors, taking into consideration the information presented at the meetings and deliberating in executive session, the FundVantage Board, including the Independent Trustees, unanimously approved the Interim Agreement and New Agreement. In voting to approve the Interim Agreement and New Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Shelton. In arriving at their decision, the FundVantage Trustees did not identify any single matter as controlling, but made their determination in light of all the circumstances. The Board determined that the approval of the Interim Agreement and New Agreement would be in the best interests of the WHV Funds and their shareholders.

 

27


 

 

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Investment Adviser

Shelton Capital Management

1050 17th Street

Suite 1710

Denver, CO 80265

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

SHELTON

INTERNATIONAL

SELECT EQUITY FUND

(formerly WHV

International Equity Fund)

 

of

FundVantage Trust

Class A Shares

Class I Shares

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

 

 

This report is submitted for the general information of the shareholders of the Shelton International Select Equity Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Shelton International Select Equity Fund.

 

 

 

SIS-1016


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Semi-Annual Report

Performance Data

October 31, 2016

(Unaudited)

 

Average Annual Total Returns for the Periods Ended October 31, 2016

 

  

     Six Months†   1 Year   Since Inception

Class A Shares (with sales charge)*

       -1.30 %       -0.24 %       3.96 %

Class A Shares (without sales charge)*

       4.76 %       5.88 %       7.29 %

Class I Shares*

       4.87 %       6.21 %       7.55 %

Barclays Capital U.S. Aggregate Bond Index

       2.69 %       2.57 %       3.75 %***

Class C Shares**

       4.29 %       5.14 %       5.22 %

Barclays Capital U.S. Aggregate Bond Index

       2.69 %       2.57 %       2.86 %***

 

Not Annualized.

 

*

Class A and I Shares of the Fund commenced operations on December 16, 2014.

 

**

Class C Shares of the Fund commenced operations on May 1, 2015.

 

***

Benchmark performance is from inception date of the Class only and is not the inception date of the benchmark itself.

Class A Shares of the Fund have a 5.75% maximum sales charge.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The returns shown for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.75%. The returns shown for Class C Shares reflect a 1.00% contingent deferred sales charge (“CDSC”).

As stated in the current prospectus dated September 1, 2016, as supplemented on October 11, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 2.93%, 3.68% and 2.68%, and the Fund’s “Total Annual Fund Operating Expenses After Fee Waiver and/or Reimbursement” are 2.19%, 2.94% and 1.94% for Class A Shares, Class C Shares and Class I Shares, respectively, of the Fund’s average daily net assets. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Shelton Capital Management (“Shelton” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, any class-specific expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, dividend and interest expense on securities sold short, interest, extraordinary items, and brokerage commissions, do not exceed 1.42% (on an annual basis) of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount that was in effect at the time of the Expense Limitation amount. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed. The net ratios shown do not include acquired fund fees and expenses estimated to be 0.02% annually.

The Fund evaluates its performance as compared to that of the Barclays Capital U.S. Aggregate Bond Index. Barclays Capital U.S. Aggregate Bond Index is an intermediate term, broad-based index comprised of most U.S. traded investment grade bonds. It is impossible to invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. The Fund seeks current income and capital appreciation by investing primarily in corporate fixed income and/or equity securities, without restriction as to issuer capitalization, country, credit quality and bond maturity. It takes long positions in securities believed to be undervalued and short positions in securities believed to be overvalued. The potential loss on a short sale theoretically is unlimited because the price of the borrowed security may rise without limit. A rise in interest rates typically causes a decline in the value of fixed income securities. The Fund may invest in non-investment grade fixed income securities, sometimes known as “high-yield bonds” or “junk bonds,” which may subject the Fund to greater credit risk, price volatility and risk of loss than investment grade securities.

 

1


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016, and held for the entire period.

Actual Expenses

The first line of the accompanying table provides information about 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 Examples for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 the Fund and other funds. To do so, compare 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 accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

2


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     Shelton Tactical Credit Fund
     Beginning Account Value
May 1, 2016
   Ending Account Value
October 31, 2016
   Expenses Paid
During Period*

Class A Shares

              

Actual

     $ 1,000.00        $ 1,047.60        $ 8.77  

Hypothetical (5% return before expenses)

       1,000.00          1,016.64          8.64  

Class C Shares

              

Actual

     $ 1,000.00        $ 1,042.90        $ 12.62  

Hypothetical (5% return before expenses)

       1,000.00          1,012.85          12.43  

Class I Shares

              

Actual

     $ 1,000.00        $ 1,048.70        $ 7.49  

Hypothetical (5% return before expenses)

       1,000.00          1,017.90          7.38  

 

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.70%, 2.45% and 1.45% for Class A, Class C and Class I Shares, respectively, of the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 4.76%, 4.29% and 4.87% for Class A, Class C and Class I Shares, respectively. These amounts include fees on securities sold short. The annualized amount of fees on securities sold short was 0.03% for Class A, Class C and Class I Shares, respectively, of the Fund’s average net assets.

 

3


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

The following table presents a summary by industry group of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

Corporate Bonds and Notes

    

Telecommunications

     16.1     $  5,574,600   

Computers

     13.9        4,834,319   

Software

     8.1        2,809,375   

Environmental Control

     7.2        2,498,809   

Commercial Services

     5.8        2,000,000   

Healthcare-Services

     5.6        1,955,000   

Food

     4.4        1,522,500   

Media

     3.9        1,350,629   

Holding Companies-Diversified

     3.8        1,307,812   

Metal-Fabricate/Hardware

     3.6        1,248,000   

Healthcare Products

     3.5        1,206,250   

Auto Manufacturers

     3.0        1,032,500   

Retail

     3.0        1,031,250   

Diversified Financial Services

     2.8        977,500   

Machinery-Construction & Mining

     2.5        872,500   

Options Purchased

     0.1        35,250   

Registered Investment Company

     12.3        4,278,263   

Exchange Traded Funds

     7.3        2,538,200   

Liabilities in Excess of Other Assets

        (6.9        (2,398,725

NET ASSETS

     100.0     $34,674,032   

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

4


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Portfolio of Investments

October 31, 2016

(Unaudited)

     Par
Value
     Value  

CORPORATE BONDS AND NOTES — 87.2%

  

Auto Manufacturers — 3.0%

  

BCD Acquisition, Inc. 9.63%,
09/15/2023 (a)

   $ 1,000,000       $       1,032,500   
     

 

 

 

Commercial Services — 5.8%

  

Herc Rentals, Inc. 7.50%,
06/01/2022 (a)

     2,000,000         2,000,000   
     

 

 

 

Computers — 13.9%

  

Diamond 1 Finance Corp. / Diamond 2 Finance Corp. 7.13%, 06/15/2024 (a)

     1,250,000         1,369,319   

Western Digital Corp. 10.50%,
04/01/2024 (a)

     3,000,000         3,465,000   
     

 

 

 
        4,834,319   
     

 

 

 

Diversified Financial Services — 2.8%

  

Jefferies Finance, LLC 7.50%,
04/15/2021 (a)

     1,000,000         977,500   
     

 

 

 

Environmental Control — 7.2%

  

ADS Waste Holdings, Inc.
8.25%, 10/01/2020

     1,215,000         1,269,675   

Casella Waste Systems, Inc. 7.75%, 02/15/2019

     1,204,000         1,229,134   
     

 

 

 
        2,498,809   
     

 

 

 

Food — 4.4%

  

SUPERVALU, Inc. 7.75%,
11/15/2022

     1,500,000         1,522,500   
     

 

 

 

Healthcare-Products — 3.5%

  

Kinetic Concepts, Inc. / KCI USA, Inc.
12.50%, 11/01/2021 (a)

     1,250,000         1,206,250   
     

 

 

 

Healthcare-Services — 5.6%

  

Tenet Healthcare Corp. 8.13%,
04/01/2022

     2,000,000         1,955,000   
     

 

 

 

Holding Companies-Diversified — 3.8%

  

Argos Merger Sub, Inc. 7.13%,
03/15/2023 (a)

     1,250,000         1,307,812   
     

 

 

 

Machinery-Construction & Mining — 2.5%

  

BlueLine Rental Finance Corp. 7.00%, 02/01/2019 (a)

     1,000,000         872,500   
     

 

 

 

Media — 3.9%

  

Univision Communications, Inc. 8.50%, 05/15/2021 (a)

     37,000         38,129   
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

   

  

Media — (Continued)

  

WideOpenwest Finance, LLC / WideOpenwest Capital Corp. 10.25%, 07/15/2019

   $ 1,250,000       $       1,312,500   
     

 

 

 
        1,350,629   
     

 

 

 

Metal-Fabricate/Hardware — 3.6%

  

Novelis Corp. 6.25%, 08/15/2024 (a)

     1,200,000         1,248,000   
     

 

 

 

Retail — 3.0%

  

Neiman Marcus Group Ltd., LLC 8.00%, 10/15/2021 (a)

     1,250,000         1,031,250   
     

 

 

 

Software — 8.1%

  

First Data Corp. 7.00%, 12/01/2023 (a)

     1,250,000         1,309,375   

Inception Merger Sub, Inc. / Rackspace Hosting, Inc. 8.63%, 11/15/2024 (a)

     1,500,000         1,500,000   
     

 

 

 
        2,809,375   
     

 

 

 

Telecommunications — 16.1%

  

Altice Luxembourg SA 7.63%, 02/15/2025 (a)

     1,500,000         1,560,000   

Frontier Communications Corp., Sr. Unsec. Notes 11.00%, 09/15/2025

     1,500,000         1,535,850   

Sprint Corp. 7.63%, 02/15/2025

     1,500,000         1,451,250   

Wind Acquisition Finance SA (Luxembourg) 7.38%, 04/23/2021 (a)

     1,000,000         1,027,500   
     

 

 

 
        5,574,600   
     

 

 

 

TOTAL CORPORATE BONDS AND NOTES
(Cost $29,286,197)

   

     30,221,044   
     

 

 

 
     Contracts         

OPTIONS PURCHASED — 0.1%

  

Put Options — 0.1%

  

iShares iBoxx $ High Yield Corporation Bond ETF Expires 11/18/2016 Strike Price $85

     750         35,250   
     

 

 

 

TOTAL OPTIONS PURCHASED
(Cost $60,780)

   

     35,250   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

5


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Portfolio of Investments (Concluded)

October 31, 2016

(Unaudited)

 

     Number
of Shares
     Value  

REGISTERED INVESTMENT COMPANY — 12.3%

  

BlackRock Liquidity Funds FedFund Portfolio, Institutional Shares,
0.32%(b)

     4,278,263       $        4,278,263   
     

 

 

 

TOTAL REGISTERED INVESTMENT COMPANY
(Cost $4,278,263)

        4,278,263   
     

 

 

 

EXCHANGE TRADED FUNDS — 7.3%

  

  

SPDR Bloomberg Barclays High Yield Bond Fund

     70,000         2,538,200   
     

 

 

 

TOTAL EXCHANGE TRADED FUNDS

(Cost $2,566,309)

        2,538,200   
     

 

 

 

TOTAL INVESTMENTS - 106.9%

  

     37,072,757   
     

 

 

 

(Cost $36,191,549)

     

LIABILITIES IN EXCESS OF OTHER ASSETS - (6.9)%

        (2,398,725
     

 

 

 

NET ASSETS - 100.0%

      $ 34,674,032   
     

 

 

 

 

(a)  Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At October 31, 2016, these securities amounted to $19,945,135 or 57.5% of net assets. These securities have been determined by the Adviser to be liquid securities.
(b) 

Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016.

SPDR   Standard & Poor’s Depository Receipt

 

 

 

The accompanying notes are an integral part of the financial statements.

 

6


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $36,191,549)*

   $ 37,072,757   

Receivable for investments sold

     2,539,929   

Receivable for capital shares sold

     78,997   

Dividends receivable

     478,028   

Receivable from Investment Adviser

     221   

Prepaid expenses and other assets

     40,994   
  

 

 

 

Total assets

     40,210,926   
  

 

 

 

Liabilities

  

Payable for investments purchased

     1,868,750   

Payable for capital shares redeemed

     44,544   

Due to custodian

     2,990,445   

Due to broker

     567,295   

Payable for administration and accounting fees

     23,614   

Payable for transfer agent fees

     15,460   

Payable for custodian fees

     6,002   

Payable for Trustees and Officers

     1,022   

Payable for distributions to shareholders

     262   

Accrued expenses

     19,500   
  

 

 

 

Total liabilities

     5,536,894   
  

 

 

 

Net Assets

   $ 34,674,032   
  

 

 

 

Net Assets Consist of:

  

Capital stock, $0.01 par value

   $ 33,237   

Paid-in capital

     35,466,900   

Accumulated net investment income

     69,742   

Accumulated net realized loss from investments and written options

     (1,777,055

Net unrealized appreciation on investments and written options

     881,208   
  

 

 

 

Net Assets

   $ 34,674,032   
  

 

 

 

 

*        Includes purchased options of $35,250. Primary risk exposure is interest rate contracts.

 

  

Class A Shares:

  

Net asset value and redemption price per share ($17,803,142 / 1,707,048 shares)

     $10.43   

Maximum offering price per share (100/94.25 of $10.43)

     $11.07   

Class C Shares:

  

Net asset value, offering and redemption price per share ($1,664,677 / 160,057 shares)

     $10.40   

Class I Shares:

  

Net asset value, offering and redemption price per share ($15,206,213 / 1,456,547 shares)

     $10.44   

The accompanying notes are an integral part of the financial statements.

 

7


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Dividends

   $ 14,116   

Interest

     1,206,184   
  

 

 

 

Total investment income

     1,220,300   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     179,223   

Registration and filing fees

     60,149   

Transfer agent fees (Note 2)

     43,705   

Administration and accounting fees (Note 2)

     36,131   

Distribution fees (Class A Shares) (Note 2)

     17,779   

Legal fees

     12,987   

Audit fees

     12,806   

Printing and shareholder reporting fees

     11,494   

Custodian fees (Note 2)

     10,993   

Distribution fees (Class C Shares) (Note 2)

     7,268   

Trustees’ and officers’ fees (Note 2)

     5,163   

Dividends, Interest and fees on securities sold short

     4,527   

Shareholder services fees

     2,423   

Other expenses

     10,966   
  

 

 

 

Total expenses before waivers and reimbursements

     415,614   
  

 

 

 

Less: waivers and reimbursements (Note 2)

     (166,099
  

 

 

 

Net expenses after waivers and reimbursements

     249,515   
  

 

 

 

Net investment income

     970,785   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

  

Net realized gain from investments*

     326,448   

Net realized gain from written options

     31,514   

Net change in unrealized appreciation/(depreciation) on investments**

     (160,822

Net change in unrealized appreciation/(depreciation) on written options***

     (15,735
  

 

 

 

Net realized and unrealized gain on investments

     181,405   
  

 

 

 

Net increase in net assets resulting from operations

   $ 1,152,190   
  

 

 

 

 

 

*

Includes realized loss on purchased options of $(141,525). Primary risk exposure is equity contracts.

** Includes net change in unrealized appreciation on purchased options of $24,009, of which $49,539 the primary risk exposure was equity contracts and $(25,530) the primary risk exposure was interest rate contracts.
***

Primary risk exposure is equity contracts.

The accompanying notes are an integral part of the financial statements.

 

8


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Statements of Changes in Net Assets

 

     For the
Six Months Ended
October 31, 2016
(Unaudited)
  For the
Year Ended
April 30, 2016

Increase in Net Assets from Operations:

        

Net investment income

     $ 970,785       $ 1,866,131  

Net realized gain/(loss) from investments and securities sold short

       357,962         (2,083,100 )

Net change in unrealized appreciation/(depreciation) on investments and securities sold short

       (176,557 )       1,035,561  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       1,152,190         818,592  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders:

        

Net investment income:

        

Class A Shares

       (595,504 )       (266,216 )

Class C Shares

       (79,625 )       (44,628 )

Class I Shares

       (655,941 )       (1,170,977 )
    

 

 

     

 

 

 

Total net investment income

       (1,331,070 )       (1,481,821 )
    

 

 

     

 

 

 

Net realized capital gains:

        

Class A Shares

               (28,440 )

Class C Shares

               (5,095 )

Class I Shares

               (115,654 )
    

 

 

     

 

 

 

Total net realized capital gains

               (149,189 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

       (1,331,070 )       (1,631,010 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

       5,384,750         25,706,602  
    

 

 

     

 

 

 

Total increase in net assets

       5,205,870         24,894,184  
    

 

 

     

 

 

 

Net assets

        

Beginning of period

       29,468,162         4,573,978  
    

 

 

     

 

 

 

End of period

     $ 34,674,032       $ 29,468,162  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

     $ 69,742       $ 430,027  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

9


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Class A Shares
    For the
Six Months Ended
October 31, 2016
(Unaudited)
  For the
Year Ended
April 30, 2016
  For the Period
December 16, 2014*
to April 30, 2015

Per Share Operating Performance

           

Net asset value, beginning of period

    $ 10.47       $ 10.38       $ 10.00  
   

 

 

     

 

 

     

 

 

 

Net investment income(1)

      0.33         0.55         0.11  

Net realized and unrealized gain/(loss) on investments

      0.11         (0.08 )       0.35  
   

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

      0.44         0.47         0.46  
   

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

           

Net investment income

      (0.48 )       (0.35 )       (0.08 )

Net realized capital gains

              (0.03 )        
   

 

 

     

 

 

     

 

 

 

Total distributions

      (0.48 )       (0.38 )       (0.08 )
   

 

 

     

 

 

     

 

 

 

Net asset value, end of period

    $ 10.43       $ 10.47       $ 10.38  
   

 

 

     

 

 

     

 

 

 

Total investment return(2)

      4.76 %       4.66 %       4.57 %(3)

Ratio/Supplemental Data

           

Net assets, end of period (in thousands)

    $ 17,803       $ 11,392       $ 126  

Ratio of expenses to average net assets with waivers and expense reimbursements

      1.70 %(4)       1.86 %       1.68 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)(6)

      2.79 %(4)       2.91 %       6.60 %(4)

Ratio of net investment income to average net assets

      6.28 %(4)       5.29 %       2.97 %(4)

Portfolio turnover rate

      158.99 %(3)       695.09 %       532.05 %(3)

 

* Commencement of operations.
(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.
(3)  Not annualized.
(4) Annualized.
(5)  Expense ratio includes dividend and interest expense and fees related to securities sold short. Excluding such dividend and interest expense and fees, the ratio of expenses to average net assets would be 2.76%, 2.41% and 6.60%, for the period ended October 31, 2016, for the year ended April 30, 2016 and for the period ended April 30, 2015, respectively.
(6) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

10


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Financial Highlights (Continued)

 

 

Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class C Shares
     For the    
     Six Months Ended   For the Period
     October 31, 2016   May 01, 2015*
     (Unaudited)   to April 30, 2016

Per Share Operating Performance

        

Net asset value, beginning of period

     $ 10.43       $ 10.38  
    

 

 

     

 

 

 

Net investment income(1)

       0.29         0.46  

Net realized and unrealized loss on investments

       0.11         (0.06 )
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

       0.40         0.40  
    

 

 

     

 

 

 

Dividends and distributions to shareholders from:

        

Net investment income

       (0.43 )       (0.32 )

Net realized capital gains

               (0.03 )
    

 

 

     

 

 

 

Total distributions

       (0.43 )       (0.35 )
    

 

 

     

 

 

 

Net asset value, end of period

     $ 10.40       $ 10.43  
    

 

 

     

 

 

 

Total investment return(2)

       4.29 %       3.90 %(3)

Ratio/Supplemental Data

        

Net assets, end of period (in thousands)

     $ 1,665       $ 1,937  

Ratio of expenses to average net assets with waivers and expense reimbursements

       2.45 %(4)       2.61 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)(6)

       3.53 %(4)       3.66 %(4)

Ratio of net investment income to average net assets

       5.48 %(4)       4.54 %(4)

Portfolio turnover rate

       158.99 %(3)       695.09 %(3)

 

* Commencement of operations.
(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect any applicable sales charge.
(3) Not annualized.
(4)  Annualized.
(5)  Expense ratio includes dividend and interest expense and fees related to securities sold short. Excluding such dividend and interest expense and fees, the ratio of expenses to average net assets would be 3.50% and 3.15% for the period ended October 31, 2016 and for the period ended April 30, 2016, respectively.
(6)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

11


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Financial Highlights (Continued)

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I Shares
     For the        
     Six Months Ended   For the   For the Period
     October 31, 2016   Year Ended   December 16, 2014*
     (Unaudited)   April 30, 2016   to April 30, 2015

Per Share Operating Performance

            

Net asset value, beginning of period

     $ 10.46       $ 10.38       $ 10.00  
    

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.34         0.56         0.12  

Net realized and unrealized gain/(loss) on investments

       0.13         (0.08 )       0.34  
    

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

       0.47         0.48         0.46  
    

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

            

Net investment income

       (0.49 )       (0.37 )       (0.08 )

Net realized capital gains

               (0.03 )        
    

 

 

     

 

 

     

 

 

 

Total distributions

       (0.49 )       (0.40 )       (0.08 )
    

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 10.44       $ 10.46       $ 10.38  
    

 

 

     

 

 

     

 

 

 

Total investment return(2)

       4.87 %       4.78 %       4.60 %(3)

Ratio/Supplemental Data

            

Net assets, end of period (in thousands)

     $ 15,206       $ 16,139       $ 4,448  

Ratio of expenses to average net assets with waivers and expense reimbursement

       1.45 %(4)       1.61 %       1.42 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursement(5)(6)

       2.53 %(4)       2.66 %       6.35 %(4)

Ratio of net investment income to average net assets

       6.51 %(4)       5.54 %       3.22 %(4)

Portfolio turnover rate

       158.99 %(3)       695.09 %       532.05 %(3)

 

* Commencement of operations.
(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(3)  Not annualized.
(4) Annualized.
(5)  Expense ratio includes dividend and interest expense and fees related to securities sold short. Excluding such dividend and interest expense and fees, the ratio of expenses to average net assets would be 2.50%, 2.15% and 6.35% for the period ended October 31, 2016, for the year ended April 30, 2016 and for the period ended April 30, 2015, respectively.
(6)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

12


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The Shelton Tactical Credit Fund, (formerly WHV/Acuity Tactical Credit Long/Short Fund), (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on December 16, 2014. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) of up to 1.00% may apply for investments of $1 million or more of Class A Shares of the Fund (and therefore no initial sales charge was paid) and shares are redeemed within 18 months after initial purchase. The CDSC shall not apply to those purchases of Class A Shares of $1 million or more where Foreside Funds Distributors LLC (the “Underwriter”) did not pay a commission to the selling broker-dealer. A CDSC of up to 1.00% will be assessed when Class C Shares are redeemed within 12 months after initial purchase. The CDSC shall not apply to those purchases of Class C Shares where the selling broker-dealer did not receive a commission.

The investment adviser for the Fund is Shelton Capital Management (“Shelton” or the “Adviser”). WHV Investments, Inc. (“WHV”), the Fund’s former investment adviser, determined to exit the mutual fund investment advisory business. On June 23, 2016, Shelton announced an agreement pursuant to which the portfolio management team of Acuity Capital Management, LLC, the Fund’s then Sub-Adviser, would become employees of Shelton and continue to manage the Fund. Effective July 1, 2016, Shelton succeeded WHV as the investment adviser of the Fund.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each business day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers National Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and asked prices for such security in the over-the-counter market. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

13


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

  •   Level 1 —

quoted prices in active markets for identical securities;

 

  •   Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

  •   Level 3 —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The fair value of the Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:

 

     Total
Value at
10/31/16
     Level 1 Quoted
Price
     Level 2
Other Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Assets:

           

Corporate Bonds and Notes

   $ 30,221,044         $ —         $ 30,221,044         $ —     

Purchased Options on Equity Contracts

     35,250           35,250           —           —     

Registered Investment Company

     4,278,263           4,278,263           —           —     

Exchange Traded Funds

     2,538,200           2,538,200           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets

   $   37,072,757         $   6,851,713         $ 30,221,044         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of

 

14


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

Purchased Options — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives. The Fund purchases option contracts. This transaction is used to hedge against the values of equities. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options are accounted for in the same manner as other securities owned. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

Options Written — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives and may enter into options written to hedge the values of equities. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. The Fund’s maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premium paid. As of October 31, 2016, all of the Fund’s written options are exchange-traded options.

The Fund had transactions in written options for the period ended October 31, 2016 as follows:

 

     Number of Contracts   Premium

Outstanding, April 30, 2016

       350       $ 16,785  

Put Options Written

       550         14,729  

Put Options Expired

       (900 )       (31,514 )
    

 

 

     

 

 

 

Outstanding, October 31, 2016

             $  
    

 

 

     

 

 

 

As of October 31, 2016, the Fund has options written valued at $0.

 

15


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

For the period ended October 31, 2016, the Fund’s average quarterly volume of derivatives was as follows:

 

Purchased

Options

(Cost)

   Written
Options
(Proceeds)

$50,294

   $(8,708)

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Short Sales — The Fund’s short sales are subject to special risks. A short sale involves the sale by the Fund of a security that it does not own with the hope of purchasing the same security at a later date at a lower price. If the price of the security has increased during this time, then the Fund will incur a loss equal to the increase in price from the time that the short sale was entered into plus any premiums and interest paid to the third party. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Fund. There can be no assurance that the Fund will be able to close out a short position at any particular time or at an acceptable price. Although a Fund’s gain is limited to the amount at which it sold a security short, its potential loss is unlimited. The Fund will comply with guidelines established by the Security and Exchange Commission and other applicable regulatory bodies with respect to coverage of short sales.

 

16


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

In accordance with the terms of its prime brokerage agreements, the Fund may receive rebate income or be charged fees on securities sold short. Such income or fee is calculated on a daily basis based upon the market value of securities sold short and a variable rate that is dependent upon the availability of such security. For the six months ended October 31, 2016, the Fund had net rebate charges of $2,910 on securities sold short. This amount is included in dividends, interest and fees on securities sold short on the Statement of Operations.

Payment-In-Kind Securities — The Fund may invest in payment-in-kind securities (“PIK”). PIKs give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates, interest rates, and associated risks as the original bonds. For the six months ended October 31, 2016, there were no in-kind payments received by the Fund with respect to PIK securities.

Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

2. Transactions with Related Parties and Other Service Providers

For its services, the Adviser is entitled to an investment advisory fee of 1.17% (on an annualized basis), which is calculated daily and paid monthly based on the average daily net assets of the Fund. Prior to July 1, 2016, WHV served as the investment adviser to the Fund. After July 1, 2016, Shelton became the investment adviser to the Fund. WHV, prior to July 1, 2016, and Shelton, after July 1, 2016, contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, any class-specific expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund“ fees and expenses, dividend and interest expense on securities sold short, interest, extraordinary items, and brokerage commissions, do not exceed 1.42% (on an annual basis) of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. Under a separate contractual agreement, WHV, prior to July 1, 2016, and Shelton, after July 1, 2016, contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund in an amount equal to the Fund’s dividend and interest expense on securities sold short through August 31, 2016. Shelton is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. Shelton is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount that was in effect at the time of the Expense Limitation amount. For the period from May 1, 2016 through June 30, 2016, WHV earned fees of $59,283 and waived fees of $43,943. For the period from July 1, 2016 through October 31, 2016, Shelton earned fees of $119,940, waived fees of $119,940 and reimbursed fees of $2,216. WHV is no longer eligible to recover any amounts previously waived or reimbursed. As of October 31, 2016, the amount of potential recovery by Shelton was $122,156, which expires on April 30, 2020.

 

17


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $8,341. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding other short-term investments) of the Fund were as follows:

 

       Purchases        Sales  

Investment Securities

   $ 52,934,684       $ 44,426,075   

 

18


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares of the Fund (authorized shares unlimited) were as follows:

 

     For the Six Months Ended              
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016  
     Shares     Amount     Shares     Amount  

Class A Shares

        

Sales

     1,231,282      $ 12,946,452        1,513,783      $ 15,788,235   

Reinvestments

     54,495        565,628        26,620        272,506   

Redemptions

     (666,723     (6,949,107     (464,521     (4,790,944
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     619,054      $ 6,562,973        1,075,882      $ 11,269,797   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class C Shares

        

Sales

     5,605      $ 59,060        188,766      $ 1,966,870   

Reinvestments

     7,718        79,625        4,746        48,450   

Redemptions

     (38,911     (408,564     (7,867     (79,809
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

     (25,588   $ (269,879     185,645      $ 1,935,511   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class I Shares

        

Sales

     524,614      $ 5,505,374        4,247,915      $ 44,701,987   

Reinvestments

     60,278        624,474        88,463        906,029   

Redemptions

     (671,977     (7,038,192     (3,221,276     (33,106,722
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

     (87,085   $ (908,344     1,115,102      $ 12,501,294   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase

     506,381      $ 5,384,750        2,376,629      $ 25,706,602   
  

 

 

   

 

 

   

 

 

   

 

 

 

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $1,630,748 of ordinary income dividends. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

 

                    Qualified    
Capital Loss    Undistributed    Undistributed    Unrealized    Late-Year   Other Temporary

Carryforward

   Ordinary Income    Long-Term Gain    Appreciation    Losses   Differences

$—

   $430,289    $—    $249,213    $(1,326,465)   $(262)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

 

19


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

 

Federal tax cost*

   $ 36,191,549     
  

 

 

   

Gross unrealized appreciation

   $ 1,183,030     

Gross unrealized depreciation

     (301,822  
  

 

 

   

Net unrealized appreciation

   $ 881,208     
  

 

 

   

 

*

Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had short-term capital loss deferral of $1,297,992 and long-term capital loss deferral of $28,473.

Accumulated capital losses represent net capital loss carryovers as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund did not have any capital loss carryforwards.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:

At a meeting of the Board of Trustees (the “Board”) of the Trust held on September 29, 2016, the Board approved, upon the recommendation of its current investment adviser, Shelton, an Agreement and Plan of Reorganization between the Trust, on behalf of the Fund, into a newly-created series of the SCM Trust, a Massachusetts business trust. The Board’s decision to reorganize the Fund is subject to shareholder approval. If approved by shareholders, the reorganization is anticipated to close during the first quarter 2017.

On November 27, 2016, the interim investment advisory agreement dated July 1, 2016 between the Trust, on behalf of the Fund, and Shelton terminated. After November 27, 2016, Shelton has continued to provide the Fund with uninterrupted investment advisory services without an investment advisory agreement approved by the Fund’s shareholders as required by the 1940 Act. Shelton will continue to manage the Fund in accordance with the Fund’s investment objective and principal strategies as disclosed in the Fund’s Prospectus.

 

20


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 948-4685 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

WHV Investments, Inc. (“WHV”), the former investment adviser to the Shelton Tactical Credit Fund (formerly, the WHV/Acuity Tactical Credit Long Short Fund, and referred to herein as the “Tactical Credit Fund”), determined to exit the mutual fund investment advisory business. On July 1, 2016, Shelton Capital Management (“Shelton”) entered into an agreement pursuant to which the portfolio management team of Acuity Capital Management, LLC (“Acuity”), the Shelton Tactical Credit Fund’s then sub-adviser, would become employees of Shelton and continue to manage the Shelton Tactical Credit Fund (the “Transaction”). The portfolio management team is comprised of Howard Needle, David Harris and John Harnisch (the “Portfolio Team”). In connection with the change in investment adviser from WHV to Shelton, the Shelton Tactical Credit Fund’s investment advisory agreement with WHV (“Prior Agreement”) was terminated. Accordingly, at an in-person meeting held on June 20-21, 2016 (the “Meeting”), the FundVantage Board, including the Independent Trustees, unanimously approved a new investment advisory agreement between the Shelton Tactical Credit Fund and Shelton (the “New Agreement”). In order for the Portfolio Team to provide uninterrupted services to the Shelton Tactical Credit Fund, the FundVantage Board, including the Independent Trustees, also unanimously approved an interim agreement between the Shelton Tactical Credit Fund and Shelton (“Interim Agreement”) at the same in-person Board meeting. Effective July 1, 2016, Shelton succeeded WHV as the investment adviser to the Shelton Tactical Credit Fund pursuant to the Interim Agreement.

Before considering the Interim Agreement and New Agreement, the FundVantage Board requested information about the Transaction. In determining whether to approve the Interim Agreement and New Agreement, the FundVantage Trustees considered information provided by Shelton in accordance with Section 15(c) of the 1940 Act at the in-person meeting held on June 20-21, 2016. The Trustees considered information that Shelton provided regarding (i) the services to be performed for the Shelton Tactical Credit Fund, (ii) the size and qualifications of its portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Shelton Tactical Credit Fund, (iv) investment performance, (v) the capitalization and financial condition of Shelton, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Shelton Tactical Credit Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Shelton’s ability to service the Shelton Tactical Credit Fund, and (x) compliance with federal securities laws and other regulatory requirements. The Trustees also noted that they had previously received and reviewed a memorandum from legal counsel regarding the legal standard applicable to their review of the Agreements.

 

21


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Other Information

(Unaudited) (Continued)

 

At the Meeting, representatives from Shelton joined the meeting via teleconference and discussed the Transaction. They also received information regarding Shelton’s performance, investment strategy, and compliance program in connection with the proposed New Agreement. Representatives of Shelton responded to questions from the FundVantage Board. The FundVantage Board members also inquired about the plans for, and the new roles and responsibilities of, certain current employees and officers of WHV and Acuity as a result of the Transaction. In connection with the FundVantage Trustees’ review of the Interim Agreement and New Agreement, Shelton reported that: (i) it expected that there will be no adverse changes as a result of Shelton’s addition of the Acuity PM Team in the nature, quality, or extent of services currently provided to the Shelton Tactical Credit Fund and its shareholders, including investment management, distribution, or other shareholder services; (ii) no material adverse effects on Shelton’s financial condition; (iii) no material adverse changes in personnel or operations are contemplated; and (iv) Shelton intended to honor the expense limitations and reimbursements currently in effect for the Shelton Tactical Credit Fund.

In addition to the information provided by Shelton as described above, the FundVantage Trustees also considered all other factors they believed to be relevant to evaluating the Interim Agreement and New Agreement, including the specific matters discussed below. In their deliberations, the FundVantage Trustees did not identify any particular information that was controlling, and different FundVantage Trustees may have attributed different weights to the various factors. However, the FundVantage Trustees determined that the overall arrangements between the Tactical Credit Fund and Shelton, as provided in the Interim Agreement and New Agreement, including the proposed advisory fees, are fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the FundVantage Trustees considered relevant.

In making their decision relating to the approval of the Interim Agreement and New Agreement, the FundVantage Trustees gave attention to the information furnished. The following discussion, however, identifies the primary factors taken into account by the FundVantage Trustees and the conclusions reached in approving the Interim Agreement and New Agreement.

Performance. The FundVantage Trustees considered the investment performance for the Shelton Tactical Credit Fund and for similarly managed accounts of the Portfolio Team. The FundVantage Trustees received the historical performance charts for the Shelton Tactical Credit Fund as compared to the median of the Lipper Alternative Multi-Strategy Fund Index, the Shelton Tactical Credit Fund’s applicable Lipper peer group, for the year-to-date, one year and since inception periods ended March 31, 2016. The charts showed that the Class A shares and the Class I shares of the Shelton Tactical Credit Fund had outperformed the median of the Lipper Alternative Multi Strategy Fund Index for the year-to-date, one year and since inception periods ended March 31, 2016 and the Class C shares of the Shelton Tactical Credit Fund outperformed the median of the Lipper Alternative Multi Strategy Fund Index for the year-to-date and since inception periods ended March 31, 2016. The FundVantage Trustees also noted the commentary provided by the Acuity PM Team regarding the performance data and the various factors contributing to the Shelton Tactical Credit Fund’s performance. The FundVantage Trustees concluded that the performance of the Shelton Tactical Credit Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the meeting.

Fees. The FundVantage Trustees also noted that the representatives of Shelton had provided information regarding its proposed advisory fee and an analysis of this fee in relation to the services proposed to be provided to the Shelton Tactical Credit Fund and any other ancillary benefit resulting from Shelton’s relationship with the Shelton Tactical Credit Fund. The FundVantage Trustees also reviewed information regarding the fees currently charged by WHV and Acuity (and expected to be charged by Shelton) to other clients and evaluated explanations provided by Shelton as to differences in the fees charged to other similarly managed accounts. The FundVantage Trustees reviewed fees charged by other advisers that manage comparable funds with similar strategies.

The FundVantage Trustees noted that the net total expense ratio and gross advisory fee of the Shelton Tactical Credit Fund’s Class A shares and Class C shares were lower than the net total expense ratio and gross advisory fee of the median of funds with a similar share class in the Lipper Alternative Multi-Strategy Fund Index with $250 million or

 

22


SHELTON TACTICAL CREDIT FUND

(formerly WHV/Acuity Tactical Credit Long/Short Fund)

Other Information

(Unaudited) (Concluded)

 

 

 

less in assets. They further noted that the net total expense ratio of the Shelton Tactical Credit Fund’s Class I shares was lower than the net total expense ratio of the median of funds with a similar share class in the Lipper Alternative Multi-Strategy Fund Index with $250 million or less in assets and the gross advisory fee was equal to the median of the gross advisory fee of the median of funds with a similar share class in the Lipper Alternative Multi-Strategy Fund Index with $250 million or less in assets. The FundVantage Trustees also discussed the limitations of the comparative expense information of the Shelton Tactical Credit Fund, given the potential varying nature, extent and quality of the services provided by the advisors of other portfolios included in comparative the Lipper Alternative Multi-Strategy Fund Index. The FundVantage Trustees concluded that the proposed advisory fees and services expected to be provided by Shelton are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Shelton Tactical Credit Fund as measured by the information provided at the June 20-21, 2016 in-person meeting.

Costs. The FundVantage Trustees also considered the costs of the services to be provided by Shelton, the compensation and benefits to be received by Shelton in providing services to the Shelton Tactical Credit Fund, as well as Shelton’s profitability. It was noted that the FundVantage Board had been provided with Shelton’s most recent U.S. Return of Partnership Income. The FundVantage Trustees considered any direct or indirect revenues which may be received by Shelton in connection with its management of the Tactical Credit Fund. The FundVantage Trustees noted that the level of profitability is an appropriate factor to consider, and the FundVantage Trustees should be satisfied that Shelton’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Tactical Credit Fund. Based on the information provided, the FundVantage Trustees concluded that Shelton’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account projected growth of the Tactical Credit Fund.

Economies of Scale. The FundVantage Trustees considered the extent to which economies of scale would be realized relative to fee level as the Shelton Tactical Credit Fund is anticipated to grow, and whether the advisory fee level reflects these economies of scale for the benefit of shareholders. The FundVantage Board noted that economies of scale may be achieved at higher asset levels for the Tactical Credit Fund for the benefit of shareholders, but that because such economies of scale did not yet exist and were not likely to exist in the near term, it was not appropriate to incorporate a mechanism for sharing the benefit of such economies with Shelton Tactical Credit Fund shareholders in the advisory fee structure at this time.

After consideration of all the factors, taking into consideration the information presented at the meetings and deliberating in executive session, the FundVantage Board, including the Independent FundVantage Trustees, unanimously approved the Interim Agreement and New Agreement. In voting to approve the Interim Agreement and New Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Shelton. In arriving at their decision, the FundVantage Trustees did not identify any single matter as controlling, but made their determination in light of all the circumstances. The Board determined that the approval of the Interim Agreement and New Agreement would be in the best interests of the Tactical Credit Fund and its shareholders.

 

23


Investment Adviser

Shelton Capital Management

1050 17th Street

Suite 1710

Denver, CO 80265

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

SHELTON TACTICAL

CREDIT FUND

(formerly WHV/Acuity

Tactical Credit

Long/Short Fund)

of

FundVantage Trust

Class A Shares

Class C Shares

Class I Shares

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

This report is submitted for the general information of the shareholders of the Shelton Tactical Credit Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Shelton Tactical Credit Fund.

 

 

        SIS-1016


SKYBRIDGE DIVIDEND VALUE FUND

Semi-Annual

Performance Data

October 31, 2016

(Unaudited)

 

 

Average Annual Total Returns for the Periods Ended October 31, 2016

  

      Six             Since  
          Months              1 Year              Inception      

Class A Shares (with sales charge)*

     -5.87%             0.67%             3.37%          

Class A Shares (without sales charge)*

     -0.12%             6.86%             5.97%          

S&P 500® Index

     4.06%             4.51%             6.18%(a)       

Class C Shares*

     -0.52%             5.96%             8.53%          

S&P 500® Index

     4.06%             4.51%             8.28%(a)       

Class I Shares*

     0.00%             7.12%             7.70%          

S&P 500® Index

     4.06%             4.51%             7.91%(a)       

 

 

Not Annualized.

 

*

Class A Shares, Class C Shares and Class I Shares of the SkyBridge Dividend Value Fund (the “Fund”) commenced operations on June 13, 2014, October 17, 2014 and April 7, 2014, respectively.

 

(a) 

Benchmark performance is from inception date of the Class only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 919-6885.

The returns shown for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.75%. As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 1.28%, 2.03% and 1.03%, and the Fund’s“ Total Annual Fund Operating Expenses After Fee Waiver and/or Reimbursement” are 1.25%, 2.00% and 1.00% for Class A Shares, Class C Shares and Class I Shares, respectively, of the Fund’s average daily net assets. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. SkyBridge Capital II, LLC (“SkyBridge” or the “Adviser”) has contractually agreed to reduce its management fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes,“ Acquired Fund“ fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed (on an annual basis) 1.25% with respect to Class A shares, 2.00% with respect to Class C shares and 1.00% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed. The Adviser is entitled to recover, subject to approval by the Board of Trustees of FundVantage Trust (the “Trust”), such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount.

 

1


SKYBRIDGE DIVIDEND VALUE FUND

Semi-Annual

Performance Data (Concluded)

October 31, 2016

(Unaudited)

 

Mutual fund investing involves risk including the possible loss of principal. The Fund’s long term “buy and hold” strategy under certain market conditions may cause it to be more susceptible to general market declines. The Fund seeks to invest in securities with dividend yield potential with both growth and value characteristics. Value investing involves the risk that companies believed to be undervalued may not appreciate as anticipated. There are no guarantees a company will continue to pay or increase its dividend. The Fund may invest in small to mid-capitalization companies which may be more volatile and less liquid than stocks of larger companies.

The Fund intends to evaluate performance as compared to that of the S&P 500® Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is not possible to invest in an index.

 

2


SKYBRIDGE DIVIDEND VALUE FUND

Fund Expense Disclosure

October 31, 2016

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.

Actual Expenses

The first line of the accompanying table provides information about 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 Examples for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 the Fund and other funds. To do so, compare 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 accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any) or redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

3


SKYBRIDGE DIVIDEND VALUE FUND

Fund Expense Disclosure (Concluded)

October 31, 2016

(Unaudited)

 

     SkyBridge Dividend Value Fund  
     Beginning Account Value      Ending Account Value      Expenses Paid  
     May 1, 2016      October 31, 2016      During Period*  

Class A Shares

        

Actual

     $1,000.00                   $   998.80                 $  6.30       

Hypothetical (5% return before expenses)

     1,000.00                   1,018.90                 6.36       

Class C Shares

        

Actual

     $1,000.00                   $   994.80                 $10.06       

Hypothetical (5% return before expenses)

     1,000.00                   1,015.12                 10.16       

Class I Shares

        

Actual

     $1,000.00                   $1,000.00                 $  5.04       

Hypothetical (5% return before expenses)

     1,000.00                   1,020.16                 5.09       

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.25%, 2.00% and 1.00% for Class A, Class C and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of (0.12%), (0.52%) and 0.00% for Class A, Class C and Class I Shares, respectively.

 

4


SKYBRIDGE DIVIDEND VALUE FUND

Portfolio Holdings Summary Table

October 31, 2016

(Unaudited)

 

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net        
     Assets     Value  

COMMON STOCKS:

    

Consumer Discretionary

     38.7     $167,525,033   

Information Technology

     18.8        81,466,940   

Energy

     13.7        59,116,096   

Industrials

     11.7        50,592,642   

Health Care

     10.1        43,874,048   

Telecommunication Services

     6.1        26,489,332   

Short-Term Investment

     0.4        1,945,454   

Other Assets in Excess of Liabilities

         0.5              2,130,613   

NET ASSETS

     100.0     $433,140,158   

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

5


SKYBRIDGE DIVIDEND VALUE FUND

Portfolio of Investments

October 31, 2016

(Unaudited)

 

     Number         
      of Shares       Value  

COMMON STOCKS — 99.1%

  

  

Consumer Discretionary — 38.7%

  

  

Best Buy Co., Inc.

     487,273       $ 18,959,792   

Coach, Inc.

     376,491         13,512,262   

GameStop Corp., Class A

     497,517         11,965,284   

Gannett Co., Inc.

     949,631         7,378,633   

Gap, Inc. (The)

     615,169         16,972,513   

Garmin Ltd. (Switzerland)

     370,219         17,903,791   

Kohl’s Corp.

     338,296         14,800,450   

L Brands, Inc.

     182,260         13,157,349   

Macy’s, Inc.

     369,756         13,492,396   

Mattel, Inc.

     454,236         14,322,061   

Staples, Inc.

     1,331,377         9,852,190   

Tupperware Brands Corp.

     255,516         15,208,312   
     

 

 

 
          167,525,033   
     

 

 

 

Energy — 13.7%

     

Chevron Corp.

     152,309         15,954,368   

Exxon Mobil Corp.

     176,323         14,691,232   

HollyFrontier Corp.

     577,749         14,414,837   

PBF Energy, Inc., Class A

     644,755         14,055,659   
     

 

 

 
        59,116,096   
     

 

 

 

Health Care — 10.1%

     

AbbVie, Inc.

     250,927         13,996,708   

Merck & Co., Inc.

     265,024         15,562,209   

Pfizer, Inc.

     451,439         14,315,131   
     

 

 

 
        43,874,048   
     

 

 

 

Industrials — 11.7%

     

Boeing Co. (The)

     114,732         16,341,279   

Caterpillar, Inc.

     197,334         16,469,496   

Pitney Bowes, Inc.

     696,003         12,416,693   

RR Donnelley & Sons Co.

     302,263         5,365,174   
     

 

 

 
        50,592,642   
     

 

 

 

Information Technology — 18.8%

  

  

CA, Inc.

     488,409         15,013,693   
     Number         
      of Shares       Value  

COMMON STOCKS — (Continued)

  

  

Information Technology — (Continued)

  

  

Cisco Systems, Inc.

     529,857       $ 16,256,013   

Intel Corp.

     463,856         16,174,659   

International Business Machines Corp.

     98,236         15,097,891   

Western Digital Corp.

     323,831         18,924,684   
     

 

 

 
        81,466,940   
     

 

 

 

Telecommunication Services — 6.1%

  

  

CenturyLink, Inc.

     487,764         12,964,767   

Verizon Communications, Inc.

     281,176         13,524,565   
     

 

 

 
        26,489,332   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $430,193,521)

          429,064,091   
     

 

 

 

SHORT-TERM INVESTMENT — 0.4%

  

  

Money Market Fund — 0.4%

     

Dreyfus Government Cash Management Fund, Institutional Shares 0.28%(a)

     1,945,454         1,945,454   
     

 

 

 

TOTAL SHORT-TERM INVESTMENT
(Cost $1,945,454)

        1,945,454   
     

 

 

 

TOTAL INVESTMENTS - 99.5%
(Cost $432,138,975)

        431,009,545   

OTHER ASSETS IN EXCESS OF LIABILITIES - 0.5%

        2,130,613   
     

 

 

 

NET ASSETS - 100.0%

      $ 433,140,158   
     

 

 

 

 

(a)  Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016.
 

 

 

The accompanying notes are an integral part of the financial statements.

6


SKYBRIDGE DIVIDEND VALUE FUND

Statement of Assets and Liabilities

October 31, 2016

(Unaudited)

 

Assets

  

Investments, at value (Cost $432,138,975)

   $ 431,009,545   

Cash

     94,764   

Receivable for capital shares sold

     2,638,566   

Dividends receivable

     455,744   

Prepaid expenses and other assets

     110,968   
  

 

 

 

Total assets

     434,309,587   
  

 

 

 

Liabilities

  

Payable for investments purchased

     94,770   

Payable for capital shares redeemed

     535,335   

Payable to Investment Adviser

     310,577   

Payable for administration and accounting fees

     83,387   

Payable for distribution fees

     62,116   

Payable for transfer agent fees

     28,155   

Payable for custodian fees

     6,500   

Accrued expenses

     48,589   
  

 

 

 

Total liabilities

     1,169,429   
  

 

 

 

Net Assets

   $ 433,140,158   
  

 

 

 

Net Assets Consisted of:

  

Capital stock, $0.01 par value

   $ 388,400   

Paid-in capital

     419,556,582   

Accumulated net investment income

     426,409   

Accumulated net realized gain from investments

     13,898,197   

Net unrealized depreciation on investments

     (1,129,430
  

 

 

 

Net Assets

   $ 433,140,158   
  

 

 

 

 

Class A Shares:

  

Net asset value, redemption price per share
($124,377,723 / 11,143,320 shares)

   $ 11.16   
  

 

 

 

Maximum offering price per share (100/94.25 of $11.16)

   $ 11.84   
  

 

 

 

Class C Shares:

  

Net asset value, offering and redemption price per share
($54,669,012 / 4,919,481 shares)

   $ 11.11   
  

 

 

 

Class I Shares:

  

Net asset value, offering and redemption price per share
($254,093,423 / 22,777,195 shares)

   $ 11.16   
  

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

7


SKYBRIDGE DIVIDEND VALUE FUND

Statement of Operations

For the Six Months Ended October 31, 2016

(Unaudited)

 

Investment Income

  

Dividends

   $ 7,735,583   

Interest

     3,855   
  

 

 

 

Total investment income

     7,739,438   
  

 

 

 

Expenses

  

Advisory fees (Note 2)

     1,519,342   

Distribution fees (Class C Shares) (Note 2)

     190,477   

Distribution fees (Class A Shares) (Note 2)

     143,856   

Administration and accounting fees (Note 2)

     123,434   

Shareholder servicing fees (Class C Shares) (Note 2)

     63,492   

Transfer agent fees (Note 2)

     46,688   

Registration and filing fees

     31,227   

Custodian fees (Note 2)

     23,602   

Trustees’ and officers’ fees (Note 2)

     17,613   

Audit fees

     14,718   

Legal fees

     14,609   

Printing and shareholder reporting fees

     13,887   

Other expenses

     56,351   
  

 

 

 

Total expenses before waivers and reimbursements

     2,259,296   
  

 

 

 

Plus: Net expenses recouped (Note 2)

     167,645   
  

 

 

 

Net expenses after recoupment

     2,426,941   
  

 

 

 

Net investment income

     5,312,497   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

  

Net realized gain from investments

     3,953,981   

Net change in unrealized appreciation/(depreciation) on investments

     (6,525,887
  

 

 

 

Net realized and unrealized loss on investments

     (2,571,906
  

 

 

 

Net increase in net assets resulting from operations

   $ 2,740,591   
  

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

8


SKYBRIDGE DIVIDEND VALUE FUND

Statements of Changes in Net Assets

 

 

    For the
Six Months Ended
October 31, 2016
(Unaudited)
   For the
Year Ended
April 30, 2016

Increase in net assets from operations:

                 

Net investment income

         $ 5,312,497            $ 4,670,342  

Net realized gain from investments

           3,953,981              11,208,969  

Net change in unrealized appreciation/(depreciation) on investments

           (6,525,887 )            3,007,199  
        

 

 

          

 

 

 

Net increase in net assets resulting from operations

           2,740,591              18,886,510  
        

 

 

          

 

 

 

Less Dividends and Distributions to Shareholders from:

                 

Net investment income:

                               

Class A Shares

           (1,465,729 )            (976,558 )

Class C Shares

           (418,886 )            (378,987 )

Class I Shares

           (3,195,115 )            (3,152,726 )
        

 

 

          

 

 

 

Total net investment income

           (5,079,730 )            (4,508,271 )
        

 

 

          

 

 

 

Net realized capital gains:

                 

Class A Shares

                        (956,102 )

Class C Shares

                        (533,725 )

Class I Shares

                        (2,831,906 )
        

 

 

          

 

 

 

Total net realized capital gains

                        (4,321,733 )
        

 

 

          

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

           (5,079,730 )            (8,830,004 )
        

 

 

          

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

           111,256,848              213,696,680  
        

 

 

          

 

 

 

Total increase in net assets

           108,917,709              223,753,186  
        

 

 

          

 

 

 

Net assets

                 

Beginning of period

           324,222,449              100,469,263  
        

 

 

          

 

 

 

End of period

         $ 433,140,158            $ 324,222,449  
        

 

 

          

 

 

 

Accumulated net investment income, end of period

         $ 426,409            $ 193,642  
        

 

 

          

 

 

 

 

The accompanying notes are an integral part of the financial statements.

9


SKYBRIDGE DIVIDEND VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class A Shares
     For the       For the
     Six Months Ended   For the   Period
     October 31, 2016   Year Ended   June 13, 2014*
     (Unaudited)   April 30, 2016   to April 30, 2015

Per Share Operating Performance

            

Net asset value, beginning of period

     $ 11.31       $ 11.27       $ 10.47  
    

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.15         0.26         0.23  

Net realized and unrealized gain/(loss) on investments

       (0.16 )       0.24         0.78  
    

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       (0.01 )       0.50         1.01  
    

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

            

Net investment income

       (0.14 )       (0.24 )       (0.19 )

Net realized capital gains

               (0.22 )       (0.02 )
    

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

       (0.14 )       (0.46 )       (0.21 )
    

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 11.16       $ 11.31       $ 11.27  
    

 

 

     

 

 

     

 

 

 

Total investment return(2)

       (0.12 )%       4.76 %       9.74 %

Ratio/Supplemental Data

            

Net assets, end of period (in thousands)

     $ 124,378       $ 57,175       $ 37,732  

Ratio of expenses to average net assets

       1.25 %(3)       1.25 %       1.25 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

       1.17 %(3)       1.28 %       1.76 %(3)

Ratio of net investment income to average net assets

       2.57 %(3)       2.39 %       2.48 %(3)

Portfolio turnover rate

       18.00 %(5)       103.97 %       122.00 %(6)

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.
(3)  Annualized.
(4)  During the period, certain fees were waived and/or reimbursed, or recouped, if any. If such fee waivers and/or reimbursements, or recoupments, if any, had not occurred, the ratios would have been as indicated (See Note 2).
(5)  Not annualized.
(6)  Reflects portfolio turnover of the Fund for the year ended April 30, 2015.

 

The accompanying notes are an integral part of the financial statements.

10


SKYBRIDGE DIVIDEND VALUE FUND

Financial Highlights (Continued)

 

 

Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class C Shares
     For the       For the
     Six Months Ended   For the   Period
     October 31, 2016   Year Ended   October 17, 2014*
     (Unaudited)   April 30, 2016   to April 30, 2015

Per Share Operating Performance

            

Net asset value, beginning of period

     $ 11.26       $ 11.25       $ 9.95  
    

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.10         0.18         0.08  

Net realized and unrealized gain/(loss) on investments

       (0.16 )       0.23         1.33  
    

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       (0.06 )       0.41         1.41  
    

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

            

Net investment income

       (0.09 )       (0.18 )       (0.09 )

Net realized capital gains

               (0.22 )       (0.02 )
    

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

       (0.09 )       (0.40 )       (0.11 )
    

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 11.11       $ 11.26       $ 11.25  
    

 

 

     

 

 

     

 

 

 

Total investment return(2)

       (0.52 )%       3.95 %       14.26 %

Ratio/Supplemental Data

            

Net assets, end of period (in thousands)

     $ 54,669       $ 43,537       $ 6,819  

Ratio of expenses to average net assets

       2.00 %(3)       2.00 %       2.00 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

       1.92 %(3)       2.03 %       2.32 %(3)

Ratio of net investment income to average net assets

       1.82 %(3)       1.65 %       1.46 %(3)

Portfolio turnover rate

       18.00 %(5)       103.97 %       122.00 %(6)

 

* Commencement of operations.
(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total return does not reflect any applicable sales charge.
(3)  Annualized.
(4)  During the period, certain fees were waived and/or reimbursed, or recouped, if any. If such fee waivers and/or reimbursements, or recoupments, if any, had not occurred, the ratios would have been as indicated (See Note 2).
(5)  Not annualized.
(6)  Reflects portfolio turnover of the Fund for the year ended April 30, 2015.

 

The accompanying notes are an integral part of the financial statements.

11


SKYBRIDGE DIVIDEND VALUE FUND

Financial Highlights (Concluded)

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I Shares
     For the           For the
     Six Months Ended   For the   For the   Period
     October 31, 2016   Year Ended   Year Ended   April 7, 2014*
     (Unaudited)   April 30, 2016   April 30, 2015   to April 30, 2014

Per Share Operating Performance

                

Net asset value, beginning of period

     $ 11.31       $ 11.26       $ 10.23       $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.16         0.28         0.29         (2)

Net realized and unrealized gain/(loss) on investments

       (0.16 )       0.25         0.98         0.23  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

               0.53         1.27         0.23  
    

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                

Net investment income

       (0.15 )       (0.26 )       (0.22 )        

Net realized capital gains

               (0.22 )       (0.02 )        
    

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

       (0.15 )       (0.48 )       (0.24 )        
    

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

     $ 11.16       $ 11.31       $ 11.26       $ 10.23  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       0.00 %       5.09 %       12.54 %       2.30 %

Ratio/Supplemental Data

                

Net assets, end of period (in thousands)

     $ 254,093       $ 223,510       $ 55,918       $ 117  

Ratio of expenses to average net assets

       1.00 %(4)       1.00 %       1.00 %       1.00 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       0.92 %(4)       1.03 %       1.63 %       646.65 %(4)

Ratio of net investment income to average net assets

       2.82 %(4)       2.64 %       2.70 %       0.79 %(4)

Portfolio turnover rate

       18.00 %(6)       103.97 %       122.00 %       1.98 %(6)

 

* Commencement of operations.
(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4)  Annualized.
(5)  During the period, certain fees were waived and/or reimbursed, or recouped, if any. If such fee waivers and/or reimbursements, or recoupments, if any, had not occurred, the ratios would have been as indicated (See Note 2).
(6) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

12


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements

October 31, 2016

(Unaudited)

1. Organization and Significant Accounting Policies

The SkyBridge Dividend Value Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced operations on April 7, 2014. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) may be applicable to the purchase of Class A Shares. A CDSC, as a percentage of the lower of the original purchase price or net asset value at redemption, of up to 1.00% may be imposed on full or partial redemptions of Class A Shares made within eighteen months of purchase where: (i) $1 million or more of Class A Shares were purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale.

The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

13


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

   

Level 1 — quoted prices in active markets for identical securities;

 

   

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

   

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:

 

                                                                                   
                   Level 2         
                   Other      Level 3  
     Total      Level 1      Significant      Significant  
     Value at      Quoted      Observable      Unobservable  
     10/31/16      Prices      Inputs      Inputs  

Common Stocks*

   $  429,064,091       $  429,064,091       $       $   

Short-Term Investment

     1,945,454         1,945,454                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $  431,009,545       $  431,009,545       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

*

Please refer to Portfolio of Investments for further details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 

14


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income are declared and paid quarterly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers, are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

 

15


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Related Parties and Other Service Providers

SkyBridge Capital II, LLC (“SkyBridge” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.75% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its management fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed (on an annual basis) 1.25% with respect to Class A shares, 2.00% with respect to Class C shares and 1.00% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. As of October 31, 2016, the amount of potential recovery was as follows:

 

Expiration

April 30, 2018

        

April 30, 2019

 

$108,356

       $70,108

For the six months ended October 31, 2016, the Adviser earned advisory fees of $1,519,342 and recouped fees of $167,645 waived in prior periods.

 

16


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

Other Service Providers

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares.

Trustees and Officers

The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $17,857. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.

Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.

Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.

 

17


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

3. Investment in Securities

For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases     Sales  

Investment Securities

   $ 180,652,056      $ 71,839,076   

4. Capital Share Transactions

For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:

     For the Six Months Ended              
     October 31, 2016     For the Year Ended  
     (Unaudited)     April 30, 2016  
     Shares     Amount     Shares     Amount  

Class A Shares

        

Sales

     6,446,125      $ 68,756,954        2,375,219      $ 25,416,434   

Reinvestments

     110,215        1,246,658        147,829        1,565,873   

Redemptions

     (468,553     (5,318,225     (815,613     (8,746,244
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     6,087,787      $ 64,685,387        1,707,435      $ 18,236,063   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class C Shares

        

Sales

     1,555,738      $ 17,419,808        3,411,488      $ 36,649,725   

Reinvestments

     15,097        169,304        41,827        442,128   

Redemptions

     (517,834     (5,808,494     (193,153     (2,074,568
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     1,053,001      $ 11,780,618        3,260,162      $ 35,017,285   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class I Shares

        

Sales

     6,988,417      $ 79,170,498        16,956,162      $ 183,385,867   

Reinvestments

     179,470        2,034,746        360,370        3,826,400   

Redemptions

     (4,160,861     (46,414,401     (2,510,749     (26,768,935
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     3,007,026      $ 34,790,843        14,805,783      $ 160,443,332   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Net Increase

     10,147,814      $ 111,256,848        19,773,380      $ 213,696,680   
  

 

 

   

 

 

   

 

 

   

 

 

 

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to

 

18


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

October 31, 2016

(Unaudited)

 

be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $8,824,556 of ordinary income dividends and $5,448 of long-term capital gains dividends. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss
Carryforward
   Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Appreciation
$ —    $4,334,704    $5,918,568    $5,281,043

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

 

Federal tax cost*

   $ 432,138,975     
    

 

 

   
        

Gross unrealized appreciation

   $ 24,081,500                                                                                        
 

Gross unrealized depreciation

     (25,210,930  
    

 

 

   
 

Net unrealized depreciation

   $ (1,129,430  
    

 

 

   

 

* Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

Pursuant to the federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, the Fund had no short-term capital loss deferrals and no long-term capital loss deferrals.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund did not have any capital loss carryforwards.

 

19


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Concluded)

October 31, 2016

(Unaudited)

 

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

20


SKYBRIDGE DIVIDEND VALUE FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 919-6885 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

21


 

 

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Investment Adviser

SkyBridge Capital II, LLC

527 Madison Avenue, 16th Floor

New York, New York 10022

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

 

LOGO

 

SkyBridge Dividend

Value Fund

of

FundVantage Trust

Class A Shares

Class C Shares

Class I Shares

SEMI-ANNUAL

REPORT

October 31, 2016

(Unaudited)

 

This report is submitted for the general information of the shareholders of the SkyBridge Dividend Value Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the SkyBridge Dividend Value Fund.

 

 

SKY-1016


Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

(b)

Not applicable.

 

Item 7.

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

Not applicable.


Item 8.

 Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

 

Item 9.

 Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated

             Purchasers.

Not applicable.

 

Item 10.

 Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

 

Item 11.

 Controls and Procedures.

 

  (a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, 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 (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the registrant’s 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.

 

Item 12.

 Exhibits.

 

     (a)(1)

  

Not applicable.


     (a)(2)

  

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

     (a)(3)

  

Not applicable.

     (b)

  

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 


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.

 

(Registrant)

 

                FundVantage Trust                                                                 

 

By (Signature and Title)*

 

      /s/ Joel L. Weiss                                                          

 

      Joel L. Weiss, President and

 

      Chief Executive Officer

        (principal executive officer)

 

Date

 

                12/30/2016                                                                                           

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 (Signature and Title)*

 

      /s/ Joel L. Weiss                                                                      

 

      Joel L. Weiss, President and

 

      Chief Executive Officer

 

      (principal executive officer)

 

Date

 

                12/30/2016                                                                                                        

 

By (Signature and Title)*

 

      /s/ T. Richard Keyes                                                                

 

      T. Richard Keyes, Treasurer and

 

      Chief Financial Officer

 

      (principal financial officer)

 

Date

 

                12/30/2016                                                                                                        

 

* 

Print the name and title of each signing officer under his or her signature.