N-CSR 1 e21158.htm

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:  811-22211


IVA FIDUCIARY TRUST


(Exact name of registrant as specified in charter)

717 Fifth Avenue, 10th Floor, New York, NY  10022


(Address of principal executive offices) (zip code)

 

Michael W. Malafronte

International Value Advisers, LLC

717 Fifth Avenue
10th Floor
New York, NY 10022

(Name and address of agent for service)

Copy to:

Stuart E. Fross, Esq.
K&L Gates LLP
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111-2950


Brian F. Link, Esq.
State Street Bank and Trust Company
Mail Code: JHT 1732
200 Clarendon Street
Boston, MA 02116


Registrant’s telephone number, including area code:  (212) 584-3570



Date of fiscal year end:  September 30

Date of reporting period:  September 30, 2012






Item 1. Report to Shareholders.









   



   
IVA Worldwide Fund
    IVA International Fund
     
     
     
    Annual Report
    September 30, 2012
     
     
     
     
     
     
     

Advised by International Value Advisers, LLC

  An investment in the Funds is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.





 Contents  IVA Funds


  2   An Owner’s Manual
  3   Letter from the President
  4   Letter from the Portfolio Managers
  8   Management’s Discussion of Fund Performance
      IVA Worldwide Fund
  10   Performance
  11   Portfolio Composition
  12   Schedule of Investments
      IVA International Fund
  20   Performance
  21   Portfolio Composition
  22   Schedule of Investments
  30   Statements of Assets and Liabilities
  31   Statements of Operations
  32   Statements of Changes in Net Assets
  33   Financial Highlights
  39   Notes to Financial Statements
  47   Report of Independent Registered Public Accounting Firm
  48   Trustees and Officers
  50   Additional Information
  53   Fund Expenses
  54   Important Tax Information

  1



 An Owner’s Manual  IVA Funds

An Atypical Investment Strategy

We manage both the IVA Worldwide and IVA International Funds with a dual attempt that is unusual in the mutual fund world: in the short-term (12-18 months), our attempt is to try to preserve capital, while in the longer-term (5-10 years, i.e., over a full economic cycle), we attempt to perform better than the MSCI All Country World Index, in the case of your IVA Worldwide Fund, and the MSCI All Country World Ex-U.S. Index, in the case of your IVA International Fund.

The Worldwide Fund is typically used by investors who are looking for an “all weather fund” where we are given the latitude to decide how much we should have in the U.S. versus outside the U.S. The International Fund is typically used by investors who practice asset allocation and want to decide for themselves how much should be allocated to a domestic manager and how much should be allocated to a pure “international” (i.e., non-U.S.) manager, yet at the same time are looking for a lower risk – and lower volatility – exposure to international markets than may be obtained from a more traditional international fund.

We believe our investment approach is very different from the traditional approach of most mutual funds. We are trying to deliver returns that are as absolute as possible, i.e., returns that try to be as resilient as possible in down markets, while many of our competitors try to deliver good relative performance, i.e., try to beat an index, and thus would be fine with being down 15% if their benchmark is down 20%.

Why do we have such an unusual strategy (which, incidentally, is not easy to carry out)? Because we believe this strategy makes sense for many investors. We are fond of the quote by Mark Twain: “There are two times in a man’s life when he should not speculate: the first time is when he cannot afford to; the second time is when he can.” We realize that many investors cannot tolerate high volatility and appreciate that “life’s bills do not always come at market tops.” This strategy also appeals to us at International Value Advisers since we “eat our own cooking” for a significant part of our savings (invested in IVA products) and we have an extreme aversion to losing money.

An Eclectic Investment Approach

Here is how we try to implement our strategy:

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We don’t hug benchmarks. In practical terms, this means we are willing to make big “negative bets,” i.e., having nothing or little in what has become big in the benchmark. Conversely, we will generally seek to avoid overly large positive bets.

     
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We prefer having diversified portfolios (100 to 150 names). Because we invest on a global basis, we believe that diversification helps protect against weak corporate governance or insufficient disclosure, or simply against “unknown unknowns.”

     
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We like the flexibility to invest in small, medium and large companies, depending on where we see value.

     
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We attempt to capture equity-type returns through fixed income securities but predominantly when credit markets (or sub-sets of them) are depressed and offer this potential.

     
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We hold some gold, either in bullion form or via gold mining securities, as we feel it provides a good hedge in either an inflationary or deflationary period.

     
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We are willing to hold cash when we cannot find enough cheap securities that we like or when we find some, yet the broader market (Mr. Market) seems fully priced. We will seek to use that cash as ammunition for future bargains.

     
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At the individual security level, we ask a lot of questions about “what can go wrong?” and will establish not only a “base case intrinsic value” but also a “worst case scenario” (What could prove us wrong? If we were wrong, are we likely to lose 25%, 30%, or even more of the money invested?). As a result, we will miss some opportunities, yet hopefully, we will also avoid instances where we experience a permanent impairment of value.


2  



 Letter from the President  IVA Funds

 
Dear Shareholder,

This annual report covers the fiscal year ended September 30, 2012. Our two mutual funds, the IVA Worldwide Fund and the IVA International Fund, underperformed during this period. We acknowledged in the past, and will continue to in the future, that because of our investment strategy, our Funds may lag global equity market indices not only when they are increasing briskly but also when equities are valued too handsomely for our conservative taste.

Below is a quote from Charles de Vaulx, co-portfolio manager and chief investment officer, from our conference call on September 13, 2012:

“If you think about it, our investment strategy is unique. Its somewhat unorthodox. Its very eclectic. We oftentimes will deviate from the benchmarks. We can lag quite a bit in an up market and so we need clients that truly espouse our investment style — global, flexible; an investment style whose core premise is that if you can minimize losses, if you can minimize drawdowns, gains will take care of themselves, and that is one of the most powerful ways to compound wealth over time.”

Our investment strategy does not give us any room for excuses and this is why the Adviser and the Funds are fortunate to be managed by Charles de Vaulx and Chuck de Lardemelle. We do not pay attention to benchmark performance over a month, a quarter or a year. However, we attempt to perform better than equity indices over the longer-term (5-10 years, i.e., a full economic cycle). Because of our eclectic and unusual investment approach, we protected your capital in challenging equity markets during 2008; in 2009 the Funds participated nicely with sharply rising equity markets; in 2010 the Funds took advantage of volatile financial markets and outperformed their respective benchmark in an up market; and in 2011, although performance was slightly down, the Funds were resilient and performed better than their respective benchmarks during a down market. Since the IVA Funds’ inception in 2008, calendar year 2012 thus far, is the only year that performance has not totally met our and some of our clients’ expectations. In keeping with our disciplined investment philosophy, Charles and Chuck are focused on trying to preserve capital, minimize portfolio volatility, and provide good downside protection. They are willing to endure short-term underperformance and let the cash build when they cannot find enough attractive investment opportunities.

The responsibility we have to our clients spans many different departments at IVA. The investment team and the marketing and client service group are the most visible to our shareholders (in fact, almost everyone employed by IVA is a shareholder). IVA is also supported by excellent people in operations and accounting. It is most rewarding for me to observe the continued development, commitment, and strong work ethic of all my colleagues.

We manage our firm and our clients’ assets with a simple philosophy that establishes an order of priority for everything that we do. Our work begins with the client, proceeds to the firm, then to our colleagues, and finally, to the partners. This is and always was the progression. If our clients are taken care of, the rest falls into place. At IVA, every working component is structured in an effort to benefit the client.

It is tremendously fulfilling to build IVA and the Funds. We hope that in the process we are nurturing a culture where everyone at IVA respects the work we are doing for our clients.

Sincerely,



Michael W. Malafronte, President

Effective February 22, 2011, the IVA Worldwide Fund and IVA International Fund are closed to new investors.

  3



 Letter from the Portfolio Managers  IVA Funds




October 31, 2012

Dear Shareholder,

Both Funds were up nicely this past fiscal year, especially in what has been described as a “new normal” environment, yet lagged their respective benchmarks. It is common for us to lag in very strong bull markets and is expected as both Funds were far from being fully invested in equities throughout the period. We admit that we could have lagged a little less in the IVA Worldwide Fund had it not been for a few investment mistakes on individual stocks such as Hewlett-Packard Co., Staples Inc., Sealed Air Corp., Dell Inc. and Mediaset S.p.A. Despite the lag this year, both Funds outperformed their benchmarks by a significant amount since their inception four years ago on October 1, 2008.

The period under review was less hectic than the previous year yet was contrasted and did witness some volatility, with equity markets down initially until December and then later in April and May of 2012, but otherwise mostly up throughout the rest of the year. The turning and positive points were better employment and economic data in the U.S., a massive injection of liquidity into the European banking system as well as a commitment to lower the sovereign yields of peripheral European countries (including Spain and Italy) by the European Central Bank, a more deliberate effort by the policy makers in China to prevent a hard landing and, finally, corporate profits in many parts of the world surprising on the upside (especially in the U.S., Europe and even Japan despite last year’s earthquake and a pretty strong yen).

Economic Outlook and Valuation

As equity markets recovered and as high quality bonds now offer very low yields (often negative after inflation, guaranteeing a sure way to “grow poor”), we do not feel giddy. If anything, we feel some unease. Both Funds’ equity exposure is less than it was a year ago and their cash levels are higher. The “deleveraging” process in many of the countries where the credit bubble took place earlier may have just begun (it could last 23 years based on the past episodes studied by Carmen Reinhart, Kenneth Rogoff and Vincent Reinhart) and the ultimate form and mix of the different deleveraging mechanisms (debt reduction, austerity, wealth transfer from the haves to the have-nots and debt monetization, to use Ray Dalio’s terminology) remain unknown as many countries involved are democracies where the tolerance for pain is unclear...not that it is clear either as to how things will unfold in a country such as China.

Regarding the macro economic outlook, the world and economic policies have not changed enough to alter our long held view that economic growth globally may be muted for many years to come. On one hand, things are improving a little in the U.S. with construction activity bottoming up, favorable demographics and some timely discoveries of oil and gas that will help the country reduce its trade deficit. On the other hand, the austerity measures in Europe are resulting in a worrisome slowdown while things are still unsettled, not only in China, but also in countries such as India, Brazil and South Africa.

Regarding valuation, we are encouraged that on a relative basis, equities worldwide look cheap relative to cash and high quality bonds and that corporate profits are very healthy while balance sheets have been repaired. But we are discouraged by the fact that equities are more expensive now than a year ago, especially for the high quality, dividend paying

4  



 Letter from the Portfolio Managers  IVA Funds

stocks that are becoming the new “glamour” stocks of today (due to valuation, we had to sell out of names such as Wal-Mart Stores, Inc., Colgate-Palmolive Co. and Diageo Plc over the past year, for instance). We also worry that corporate profit margins probably peaked for many businesses around the world so that the high free cash flow yield differential between many stocks and high quality bonds is somewhat of an optical illusion. Come to think of it, the very low yields on high quality bonds may be deceiving as well. The Federal Reserve Bank acknowledged that without quantitative easing (“Operation Twist” and “QE3”), long term yields would probably be 1.5 percentage points higher than where they are today.

Quantitative Easing, Debt and Inflation

One of the difficulties of the investing environment today is that the possible outcomes resulting from the financial crisis that burst in 2008 remain not only unknown but quite binary: either low inflation or possibly even some deflation; or some accelerating inflation a few years out.

The major tool that has been used in many countries to deflect that financial crisis is “Quantitative Easing” (“QE”). That is a radical tool and we have seen the balance sheets of many central banks around the world balloon in size like never before in history. Yet, like joining a foreign war with no clear purpose, the reasons given for QE are wide ranging and keep changing over time: providing liquidity to prevent a global banking collapse in 2008, helping banks rebuild their balance sheets, helping lower mortgage rates to facilitate refinancing and to encourage the purchase of new homes, helping to boost equity markets in the hope to provoke a “wealth effect”...yet little is said about some of the other reasons for it such as “taxing” the savers by cutting significantly the real incomes of those who have saved for their retirements or their children’s education over their lifetime. An even more worrisome reason is that QE is a convenient way for many governments to finance unprecedented fiscal deficits at artificially low rates: governments get to borrow from the markets only for the central bank to buy that debt back. In the U.S., during the last fiscal year, around three-quarters of the deficit was financed by the Federal Reserve, according to a recent article by George Shultz (et al.) in The Wall Street Journal. These are ventures into largely unknown territory and, like a war with no clear purpose, plotting an exit strategy seems difficult and maybe even impossible.

It is too simplistic to blame the Central Bankers and their printing presses. We believe they are mere agents and that the real culprits are the governments which, all too often, let their fiscal deficits balloon so that government debt becomes way too big and unmanageable. We have often argued that we believe inflation is first and foremost a fiscal phenomenon and have mentioned Sidney Homer and Richard Sylla’s A History of Interest Rates, an account covering over four millennia of economic history that shows that periods of inflation typically come after periods of significant government spending and associated government borrowing. As John Cochrane recently argued in “Inflation and Debt” (National Affairs, 2011), “Inflation is a form of sovereign default. Paying off bonds with currency that is worth half as much as it used to be is like defaulting on half the debt...Most analysts today – even those who do worry about inflation – ignore the direct link between debt, looming deficits, and inflation...”

Thus, the prospect of rising and higher inflation three to five years out should be understood as a possibility and a risk for so called “risk-free assets” such as cash or high quality bonds. Inflation is also bad for the world economy, business and equities. But history, including recent history (late 1960s and the 1970s) suggests that equities have

  5



 Letter from the Portfolio Managers  IVA Funds

characteristics that may help them hold up better than many other asset classes in an inflationary environment. Morningstar wrote a good piece recently (October 11, 2012) on that topic with some interesting data points and concluded: “From today’s historically low interest-rate levels, the potential for equities to outpace inflation is an important risk-management consideration, even if inflation does not rise above historically average levels as seen during the 1970s.”

At the Berkshire Hathaway Annual General Meeting, which some of us attended in May of 2011, Warren Buffett declared that the best inflation hedge is a company with a wonderful product that requires little capital to grow (he cited See’s Candy as an example). Conversely if a company has a lot of receivables or inventory or fixed assets that have to be replaced over time, that is often a lousy business in an inflationary environment because of the much higher amount of capital employed that is needed by the business as prices go up. At IVA, we are looking for businesses likely to do well under inflation: some pricing power, low capital intensity, growing at GDP or higher, yet selling at reasonable prices. Examples include: Berkshire Hathaway Inc. (pricing power in railroads and insurance through the ability of walking away and not bidding on contracts through its unique financial strength), Applied Materials, Inc. (pricing power through its unique technology; often its equipment is the only real choice for semiconductor manufacturers such as Samsung or Intel), Google Inc., (through its quasi monopoly in search advertising, where pricing is driven by auction-like mechanisms), Sodexo SA (food catering and facilities management where contracts often have inflation escalators and require no capital to operate as payables are shorter than receivables), and MasterCard Inc. (where revenues are a percentage of the transaction, but costs are fairly fixed).

Are Corporate Profits Sustainable?

One of the unique features of today’s economic landscape is that corporate profits have bounced back to very elevated levels, in many instances almost as high or higher than before the financial crisis unfolded in 2008. As economic growth may be very slow for many years to come and as the owners of capital have enjoyed most of the benefits over the past fifteen years while not much has accrued to labor, these corporate profits could experience some reversion to the mean. That may explain why certain stocks may be in the process of becoming “glamour” stocks. Investors, out of fear and due to their frenzied quest for “certainty” in an uncertain world, have bid up the price of so called “high quality, dividend paying stocks.” That idea was sound at first and we did own many of those names at IVA a couple of years ago. But like many good ideas it may be carried too far. That some business models are superior and that some moats are much stronger than others is undeniable, but one has to be mindful and remember from history that certain disruptive forces (technology, demography...) may result in certain moats being eroded (think about what the internet has done to the newspaper industry).

As a result, we believe that stock picking will make a big difference in this low return world for the foreseeable future, with a particular emphasis on trying to identify those companies that may maintain their high margins going forward and those that may not. That requires having a team of analysts whose work goes way beyond the number crunching and increasingly studies the finer qualitative aspects of a business. As Albert Einstein said, “not everything that can be counted counts, and not everything that counts can be counted.”

In conclusion, we invite you to read, or reread, some of the pieces we posted on our website over the past year (“Stock picking makes a difference,” “Volatility as a friend in

6  



 Letter from the Portfolio Managers  IVA Funds

a low return world,” “So many companies are global” and “Central Bankers, Negative Real Returns and Printing Presses: How should one invest in a world where ‘risk-free assets’ have become certificates of confiscation”). We realize that a low return world is very challenging for everybody: for individuals who may not have saved enough for their future, for investment and financial advisers who have to help set the right expectations for their clients, and for institutional investors who may have a longer term horizon, yet have to meet, over time, some pretty high hurdles in terms of returns.

We try to remain candid in our communication. To restate what we just wrote in our latest newsletter: in a world where theoretical “risk-free assets” (traditionally understood as cash and U.S. Treasuries) have a high probability of delivering losses in real terms over the next decade, we are trying to deliver real absolute returns by holding a combination of reasonably valued equities, cash (as dry powder to take advantage of share price volatility), foreign government bonds, and gold. Our flexibility at IVA to navigate between these asset classes, depending on their respective prices, is an advantage few of our competitors enjoy.

We appreciate your continued confidence and thank you for your support.

Charles de Vaulx, Chief Investment Officer and Portfolio Manager

Chuck de Lardemelle, Portfolio Manager

  7



 Management’s Discussion of Fund Performance (unaudited)  IVA Funds

Global equity markets soared over the fiscal year period ending September 30, 2012 and we are seeing an increasing discrepancy between what is happening in the “real world” and equity markets. As a result, both Funds are cautiously positioned and over the year we reduced our equity exposure by trimming positions in companies we feel may be subject to deflationary forces or that we think have less robust corporate governance. Additionally, as the market rallied we sold or decreased exposure to a number of stocks, mostly in the consumer staples sector. As of September 30, 2012, our equity exposure totaled 63.0% in the IVA Worldwide Fund (versus 66.5% a year ago) and 57.1% in the IVA International Fund (compared to 65.3% a year ago).

Gold bullion performed well for both Funds, averaging a return of about 9% and added about 0.4% to the return in both Funds. Our exposure was 4.0% in the IVA Worldwide Fund and 3.8% in the IVA International Fund as of September 30, 2012. We still view gold as a good hedge against uncertainty and currency debasement. Just over 1% of both Funds’ net assets was in gold mining stocks at the end of the period. We bought them in September 2011, as they finally looked cheap to us relative to the metal. We are also mindful of the constraints on investing in gold bullion associated with the IRS qualifying income test. During the period, the gold mining stocks detracted about –0.1% from the return in the IVA Worldwide Fund and –0.2% from the return in the IVA International Fund.

One area that hurt performance was the derivative instruments we used to make some directional bets on interest rates, specifically the 10-year U.S. dollar Treasury bond yield (IVA Worldwide Fund only) and the 10-year Japanese government bond yield. They performed in line with what happened to their underlying instruments and detracted about –0.4% from the IVA Worldwide Fund return and about –0.3% from the IVA International Fund return. As of September 30, 2012, we had closed out of these futures contracts.

Even though both Funds underperformed their benchmark over the period partly due to their cash exposure (15.8% in the IVA Worldwide Fund and 22.2% in the IVA International Fund at fiscal year-end) as well as their allocation to short-dated foreign sovereign bonds, we are willing to endure this underperformance (which we view as short-term) and let the cash build when we cannot find enough attractive investment opportunities. We are focused on trying to preserve capital, mitigating portfolio volatility, maintaining our disciplined investment strategy, and always insisting on what we believe is enough of a margin of safety.

IVA Worldwide Fund

The IVA Worldwide Fund Class A shares, at net asset value, returned 9.62% for the one year period ending September 30, 2012. The MSCI All Country World Index (Net) (the “Index”) returned 20.98% over the same period.

Our corporate bonds outperformed our equities over the period, averaging a return of 20.6%, due to solid returns from our Wendel bonds, which accounted for over half of that group’s 1.5% contribution to return. Together they were among our top five positions contributing to return.

Our equities (ex-gold mining stocks) averaged gains of 13.6% versus the Index at 21.0% over the period. Equities in the U.S. contributed the most to our return, about 4.8%, due to good performance from MasterCard Inc., Class ‘A’ (technology, U.S.), News Corp. Class ‘A’ and Class ‘B’ (consumer discretionary, U.S.), Berkshire Hathaway Inc. Class ‘A’ and Class ‘B’ (holding company, U.S.), and Microsoft Corp. (technology, U.S.). However, a few low growth stocks in the region weighed on our return and our underweight exposure versus the benchmark detracted the most from relative results; our U.S. stocks averaged a return of 17.0% versus the benchmark at 29.2%. Additionally, stocks in France added about 1.3% to our return. Astellas Pharma Inc. (health care, Japan) was also one of the top five individual contributors to return over the period, which helped our Japanese equities average gains of

8  



 Management’s Discussion of Fund Performance (unaudited)  IVA Funds

9.1% versus the benchmark at –1.6%. The only countries to detract from our return over the period were Italy and Denmark, together about –0.2%.

By sector, our technology and consumer discretionary stocks added the most to our return, together about 4.2%. Conversely, utilities and real estate collectively detracted about –0.4% from our return due to the performance of GDF Suez SA (utilities, France) and Hulic Co., Ltd. (formerly Shoei Co., Ltd.) (real estate, Japan). The other individual equity detractors from return included: Dell Inc. (technology, U.S.), Credit Suisse Group AG (financials, Switzerland), and Miura Co., Ltd. (industrials, Japan).

Our forward foreign currency contracts, which are used to hedge currency risk, contributed about 0.6% to return over the period.

IVA International Fund

The IVA International Fund Class A shares, at net asset value, returned 9.53% for the one year period ending September 30, 2012. The MSCI All Country World (ex-U.S.) Index (Net) (the “Index”) returned 14.48% over the same period.

Our corporate bonds outperformed our equities over the period, averaging a return of 23.8% due to solid returns from our Wendel bonds which accounted for over half of that group’s 1.5% contribution to return. Together they were among our top five positions contributing to return.

Our equities (ex-gold mining stocks) averaged gains of 13.6% versus the Index at 14.4% over the period. Equities in France and Japan contributed the most to our return, together about 4.5%, due to good performance from Astellas Pharma Inc. (health care, Japan), So-net Entertainment Corp. (technology, Japan), Total SA, ADR (energy, France), and Temp Holdings Co., Ltd. (industrials, Japan). Additionally, our Japanese stocks performed well on a relative basis, averaging gains of 10.1% versus the benchmark at –1.6% as one of the companies we own, So-net Entertainment Corp., announced a takeover by its parent company at about a 70% premium to the stock price prior to the announcement. Conversely, Italy, Argentina, and India together detracted about –0.3% from our return.

By sector, our consumer staples and industrials stocks added the most to our return, together about 3.6%. Additionally, we trimmed or sold a number of stocks in these two sectors which brought our collective exposure down to 20.7% from 25.8% the prior year. Even though our financials stocks averaged a return of 0.8% versus the benchmark at 18.5%, this was the largest detractor from relative equity results due to our minimal exposure and one of our holdings there, Credit Suisse Group AG (financials, Switzerland), was amongst our top five individual equity detractors from return. Utilities and real estate detracted the most from our return, together –0.6%, due to the performance of GDF Suez SA (utilities, France) and Hulic Co., Ltd. (formerly Shoei Co., Ltd.) (real estate, Japan). Other individual equity detractors included Miura Co., Ltd. (industrials, Japan) and Mediaset S.p.A. (consumer discretionary, Italy).

Our forward foreign currency contracts, which are used to hedge currency risk, contributed about 0.8% to return over the period.

Investment Risks: There are risks associated with investing in funds that invest in securities of foreign countries, such as erratic market conditions, economic and political instability and fluctuations in currency exchange rates. Value-based investments are subject to the risk that the broad market may not recognize their intrinsic value.

  9



 IVA Worldwide Fund  IVA Funds
 Performance (unaudited)  As of September 30, 2012

Average Annual Total Returns as of September 30, 2012   One Year   Three Years   Since Inception(a)

 

 

 

Class A     9.62 %       6.80 %       11.17 %  
Class A (with a 5% maximum initial sales charge)     4.12 %       4.98 %       9.75 %  
Class C     8.87 %       5.99 %       10.34 %  
Class I     9.97 %       7.07 %       11.43 %  
MSCI All Country World Index (Net)(b)     20.98 %       7.23 %       5.34 %  
Consumer Price Index(c)     2.00 %       2.34 %       1.40 %  

Growth of a $10,000 Initial Investment  

 


(a) The Fund commenced investment operations on October 1, 2008.
(b)

The MSCI All Country World Index (Net) is an unmanaged, free float-adjusted market capitalization weighted index composed of stocks of companies located in countries throughout the world. It is designed to measure equity market performance in global developed and emerging markets. The index includes reinvestment of dividends, net of foreign withholding taxes. Please note that an investor cannot invest directly in an index.

(c)

The Consumer Price Index examines the weighted average of prices of a basket of consumer goods and services, such as transportation, food and medical care. Please note that an investor cannot invest directly in an index.

(d)

Hypothetical illustration of $10,000 invested in Class A shares on October 1, 2008, assuming the deduction of the maximum initial sales charge of 5% at the time of investment for Class A shares and the reinvestment of all distributions, including returns of capital, if any, at net asset value through September 30, 2012. The performance of the Fund’s other classes may be greater or less than the Class A shares’ performance indicated on this chart depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes.

Past performance is no guarantee of 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 returns 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 866-941-4482.

The maximum sales charge for Class A shares is 5.00%. Class C shares may include a 1.00% contingent deferred sales charge for the first year only. The expense ratios for the Fund are as follows: 1.29% (Class A shares); 2.04% (Class C shares); and 1.04% (Class I shares). These expense ratios are as stated in the most recent Prospectus dated January 31, 2012. More recent expense ratios can be found in the Financial Highlights section of this Annual Report.

10  



 IVA Worldwide Fund  IVA Funds
 Portfolio Composition (unaudited)  As of September 30, 2012

Asset Allocation (As a Percent of Total Net Assets)  

 

Sector Allocation (As a Percent of Total Net Assets)  

 

Top 10 Positions (As a Percent of Total Net Assets)(b)  

 

Government of Singapore, 2.25% due 7/1/2013; 3.625% due 7/1/2014     4.8 %
 
Gold Bullion     4.0 %
 
Wendel, 4.875% due 5/26/2016; 4.375% due 8/9/2017; 6.75% due 4/20/2018     3.7 %
 
Berkshire Hathaway Inc., Class ‘A’; Class ‘B’     3.4 %
 
Astellas Pharma Inc.     3.2 %
 
Devon Energy Corp.     2.4 %
 
Genting Malaysia Berhad     2.0 %
 
Microsoft Corp.     1.8 %
 
Secom Co., Ltd.     1.8 %
 
Google Inc., Class ‘A’     1.6 %
 
Top 10 positions represent 28.7% of total net assets.
(a)  Other represents unrealized gains and losses on forward currency contracts and other assets and liabilities.
(b)  Short-Term Investments are not included.

  11



 IVA Worldwide Fund  IVA Funds

Schedule of Investments
September 30, 2012

      SHARES   DESCRIPTION   FAIR VALUE
COMMON STOCKS – 63.4%                
 
Australia  |  0.4%                
      1,249,229   Newcrest Mining Ltd.   $ 37,760,358
 
 
 
Belgium  |  0.3%                
      283,405   Sofina SA     23,275,352
 
 
 
Canada  |  0.6%                
      3,276,930   IAMGOLD Corp.     51,808,263
 
 
 
Denmark  |  0.2%                
      824,341   D/S Norden A/S     21,995,688
 
 
 
France  |  9.4%                
      311,352   Alten     9,958,559
 
 
      192,725   Bolloré     50,039,947
 
      382,636   Cap Gemini SA     16,189,430
 
 
      816,478   Carrefour SA     16,934,327
 
      326,595   Ciments Français SA     19,263,809
 
 
      39,261   Financière de l’Odet SA     20,054,804
 
      9,245   Financière Marc de Lacharriere SA     382,308
 
 
      5,550,875   GDF Suez SA     124,116,817
 
      2,329,011   Lagardère SCA     63,613,982
 
 
      582,391   Publicis Groupe SA     32,592,881
 
      86,469   Robertet SA     13,339,592
 
 
      60,339   Séché Environnement SA     2,213,727
 
      1,121,768   Sodexo SA     84,459,106
 
 
      2,928,862   Teleperformance (a)     83,893,616
 
      1,205,035   Thales SA     41,384,462
 
 
      2,658,238   Total SA, ADR     133,177,724
 
      6,343,959   Vivendi SA     123,711,195
 
 
                835,326,286
 

 
 
 
Germany  |  0.3%                
      133,797   Siemens AG     13,343,937
 
 
      231,790   Wincor Nixdorf AG     9,063,931
 
      200,074   Wirecard AG     4,594,467
 
 
                27,002,335
 

 
 
 
Hong Kong  |  0.1%                
      15,826,640   Clear Media Ltd. (b)     8,470,484
 
 
 
Japan  |  12.1%                
      5,604,600   Astellas Pharma Inc.     284,754,472
 
      992,800   Benesse Holdings Inc.     48,087,955
 
 
      3,187,600   Cosel Co., Ltd. (a)     42,642,932
 
      10,012   Fuji Media Holdings Inc.     16,395,869
 
 
      1,306,300   Icom Inc. (a)     31,602,952
 
      1,771,170   Kose Corp.     41,283,422
 
 
      213,800   Medikit Co., Ltd.     7,123,014
 
      1,622,100   Meitec Corp.     36,956,610

 

12 See Notes to Financial Statements.



 IVA Worldwide Fund  IVA Funds

Schedule of Investments
September 30, 2012

        SHARES   DESCRIPTION   FAIR VALUE
 
   
   
  Japan  |  12.1% (continued)                
 

        951,200   Milbon Co., Ltd. (a)   $ 31,921,999
   
   
        3,271,704   Miura Co., Ltd. (a)     79,235,271
 

        970,800   Nifco Inc.     22,428,913
   
   
        243,200   Nintendo Co., Ltd.     30,820,707
 

        184,900   Nitto Kohki Co., Ltd.     4,371,354
   
   
        13,724   NTT DoCoMo, Inc.     22,263,690
 

        505,200   Okinawa Cellular Telephone Co.     10,979,231
   
   
        4,526   Pasona Group Inc.     2,957,791
 

        3,002,500   Secom Co., Ltd.     156,588,608
   
   
        1,550,100   Shiseido Co., Ltd.     21,273,156
 

        613,688   Shofu Inc.     6,605,560
   
   
        61,900   SMC Corp.     9,978,242
 

        880   Techno Medica Co., Ltd.     4,437,212
   
   
        3,016,200   Temp Holdings Co., Ltd. (a)     36,678,291
 

        2,396,000   Toho Co., Ltd.     44,057,663
   
   
        208,737   Yahoo Japan Corp.     79,520,131
 

                  1,072,965,045
 

   
 

  Malaysia  |  2.0%                
        158,392,000   Genting Malaysia Berhad     181,374,775
 

   
   
   
  Norway  |  1.0%                
        11,782,750   Orkla ASA     89,487,939
   
   
   
 

  Singapore  |  0.0%                
        219,069   United Overseas Bank Ltd.     3,507,746
 

   
   
   
  South Africa  |  0.6%                
        6,324,803   Net 1 U.E.P.S. Technologies Inc. (a)(c)     57,239,467
   
   
   
 

  South Korea  |  3.0%                
        96,919   E-Mart Co., Ltd.     21,146,598
 

        2,356,710   Kangwon Land, Inc.     53,010,999
   
   
        41,859   Lotte Chilsung Beverage Co., Ltd.     51,936,533
 

        34,996   Lotte Confectionery Co., Ltd.     48,868,607
   
   
        184,520   Nong Shim Co., Ltd.     44,078,602
 

        3,018,381   SK Telecom Co., Ltd., ADR     43,887,260
   
   
        11,654   Teems Inc.     115,866
 

                  263,044,465
 

   
 

  Switzerland  |  2.7%                
        68,492   APG SGA SA     13,021,127
 

        2,228,519   Nestlé SA     140,511,618
   
   
        117,064   Schindler Holding AG     14,388,728
 

        5,541,160   UBS AG     67,460,161
   
   
                  235,381,634
 

   
   
   
  Taiwan  |  0.1%                
        2,576,000   Taiwan Secom Co., Ltd.     5,668,105
 


See Notes to Financial Statements. 13



 IVA Worldwide Fund  IVA Funds

Schedule of Investments
September 30, 2012

        SHARES   DESCRIPTION   FAIR VALUE
   
   
   
  United Kingdom  |  0.7%                
        3,429,517   Inmarsat Plc   $ 32,674,092
   
   
        3,256,553   Millennium & Copthorne Hotels Plc     25,541,407
 

                  58,215,499
 

   
 

  United States  |  29.9%                
        1,378,895   Amdocs Ltd.     45,489,746
 

        515,872   Annaly Capital Management Inc.     8,687,285
   
   
        1,439,280   Aon Plc     75,259,951
 

        8,499,523   Applied Materials, Inc.     94,897,174
   
   
        376,634   Automatic Data Processing Inc.     22,093,350
 

        1,670,649   Baker Hughes Inc.     75,563,454
   
   
        1,533   Berkshire Hathaway Inc., Class ‘A’ (c)     203,429,100
 

        1,105,659   Berkshire Hathaway Inc., Class ‘B’ (c)     97,519,124
   
   
        436,063   Cimarex Energy Co.     25,531,489
 

        61,529   Contango Oil & Gas Co. (c)     3,023,535
   
   
        120,568   Contango ORE Inc. (b)(c)     940,430
 

        1,027,406   CVS Caremark Corp.     49,746,999
   
   
        8,585,032   Dell Inc.     84,648,416
 

        3,495,823   Devon Energy Corp.     211,497,292
   
   
        2,075,688   DeVry Inc.     47,242,659
 

        461,741   Energizer Holdings Inc.     34,450,496
   
   
        3,397,566   Expeditors International of Washington Inc.     123,535,500
 

        329,017   Goldman Sachs Group, Inc.     37,402,653
   
   
        187,557   Google Inc., Class ‘A’ (c)     141,511,757
 

        3,138,201   Hewlett-Packard Co.     53,537,709
   
   
        3,086,172   Ingram Micro Inc., Class ‘A’ (c)     47,002,400
 

        1,679,909   JDA Software Group, Inc. (c)     53,387,508
   
   
        1,495,272   Liberty Interactive Corp., Series ‘A’ (c)     27,662,532
 

        801,827   Marsh & McLennan Cos., Inc.     27,205,990
   
   
        203,914   MasterCard Inc., Class ‘A’     92,063,093
 

        5,372,999   Microsoft Corp.     160,007,910
   
   
        32,223   National CineMedia, Inc.     527,491
 

        328,727   Newmont Mining Corp.     18,411,999
   
   
        566,219   News Corp., Class ‘A’     13,889,352
 

        1,367,254   News Corp., Class ‘B’     33,907,899
   
   
        806,016   Occidental Petroleum Corp.     69,365,737
 

        3,853,507   Oracle Corp.     121,346,935
   
   
        448,478   SEACOR Holdings Inc. (c)     37,385,126
 

        4,562,178   Sealed Air Corp.     70,531,272
   
   
        1,368,809   Spansion, Inc., Class ‘A’ (c)     16,316,203
 

        8,724,204   Staples Inc.     100,502,830
   
   
        2,972,682   Symantec Corp. (c)     53,508,276
 

        900,586   Telephone & Data Systems, Inc.     23,064,007
   
   
        2,567,755   Texas Instruments Inc.     70,741,650
 

        1,349,251   Valassis Communications, Inc. (c)     33,313,007
   
   
        308,409   The Washington Post Co., Class ‘B’     111,961,719
 

        1,483,875   Yahoo! Inc. (c)     23,704,903
 


14 See Notes to Financial Statements.



 IVA Worldwide Fund  IVA Funds

Schedule of Investments
September 30, 2012

    SHARES       DESCRIPTION   FAIR VALUE
 
   
   
  United States  |  29.9% (continued)              
 

    347,696       Zebra Technologies Corp. (c)   $ 13,052,508
   
   
                  2,654,868,466
 

            TOTAL COMMON STOCKS      
           

(Cost — $5,418,954,788)

    5,627,391,907
   
   
  CONVERTIBLE PREFERRED STOCKS – 0.8%
   
  United States  |  0.8%                
    68,284 USD     Bank of America Corp., Series ‘L’, 7.25%     74,429,560
   
   
            TOTAL CONVERTIBLE PREFERRED STOCKS      
           

(Cost — $54,139,616)

    74,429,560
 

    PRINCIPAL              
    AMOUNT              
  CORPORATE NOTES & BONDS – 9.2%
   
   
  France  |  3.7%                
            Wendel:      
    35,100,000 EUR    

4.875% due 5/26/2016 (d)

    45,950,969
 

    116,950,000 EUR    

4.375% due 8/9/2017

    149,910,850
   
   
    95,400,000 EUR    

6.75% due 4/20/2018

    131,175,306
 

                  327,037,125
 

   
   
   
  Netherlands  |  0.3%                
    22,929,000 EUR     UPC Holding BV, 8% due 11/1/2016 (d)     30,519,159
 

   
   
   
  Norway  |  0.3%                
    26,400,000 USD    

Golden Close Maritime Corp. Ltd., 11% due 12/9/2015 (b)

    28,446,000
 

   
   
  Switzerland  |  0.5%                
            UBS AG:      
    16,953,000 EUR    

4.28% due 4/15/2015 (e)

    19,650,474
   
   
    8,800,000 EUR    

7.152% due 12/21/2017 (e)

    11,463,929
 

    8,892,000 USD    

UBS Preferred Funding Trust V, 6.243% due 5/15/2016 (e)

    8,847,540
 

                  39,961,943
 

   
   
  United Kingdom  |  0.2%                
    19,300,000 USD    

Inmarsat Finance Plc, 7.375% due 12/1/2017 (d)

    20,940,500
 

   
 

  United States  |  4.2%                
    6,070,000 USD     Brandywine Operating Partnership, LP, 5.7% due 5/1/2017     6,770,666
 

    18,309,000 USD     Cloud Peak Energy Resources LLC, 8.5% due 12/15/2019     20,231,445
   
   
    19,016,000 USD     Denbury Resources Inc., 9.75% due 3/1/2016     20,489,740
 

    3,408,000 USD     Encore Acquisition Co., 9.5% due 5/1/2016     3,714,720
   
   
            Intelsat Luxembourg SA:      
    46,121,000 USD    

11.25% due 2/4/2017

    48,945,911
   
   
    51,283,000 USD    

11.5% due 2/4/2017 (f)

    54,552,292
 


See Notes to Financial Statements. 15



 IVA Worldwide Fund  IVA Funds

Schedule of Investments
September 30, 2012

    PRINCIPAL              
    AMOUNT       DESCRIPTION   FAIR VALUE
   
   
   
  United States  |  4.2% (continued)                
 

    3,418,000 USD    

Leucadia National Corp., 8.125% due 9/15/2015

  $ 3,870,885
   
   
    1,740,000 USD    

Level 3 Financing Inc., 10% due 2/1/2018

    1,944,450
 

    6,961,000 USD    

MetroPCS Wireless Inc., 7.875% due 9/1/2018

    7,552,685
   
   
    37,016,000 USD    

Mohawk Industries Inc., 6.375% due 1/15/2016 (g)

    41,828,080
 

            QVC Inc.:      
    6,878,000 USD    

7.125% due 4/15/2017 (d)

    7,258,677
 

    31,121,000 USD    

7.5% due 10/1/2019 (d)

    34,451,601
   
   
    37,482,000 USD    

Sealed Air Corp., 8.125% due 9/15/2019 (d)

    41,886,135
 

    61,574,000 USD    

Sirius XM Radio, Inc., 8.75% due 4/1/2015 (d)

    70,348,295
   
   
    6,660,000 USD    

Vulcan Materials Co., 7% due 6/15/2018

    7,350,975
 

                  371,196,557
   
   
            TOTAL CORPORATE NOTES & BONDS      
           

(Cost — $750,455,851)

    818,101,284
 

  SOVEREIGN GOVERNMENT BONDS – 6.0%
   
   
  Hong Kong  |  1.0%                
    690,150,000 HKD    

Government of Hong Kong, 2.66% due 12/17/2012

    89,474,603
 

   
 

  Singapore  |  4.8%                
            Government of Singapore:      
    412,719,000 SGD    

2.25% due 7/1/2013

    341,297,291
   
   
    100,262,000 SGD    

3.625% due 7/1/2014

    86,522,952
 

                  427,820,243
 

   
 

  Taiwan  |  0.2%                
    349,300,000 TWD     Government of Taiwan, 2% due 7/20/2015     12,309,752
 

            TOTAL SOVEREIGN GOVERNMENT BONDS      
           

(Cost — $504,051,000)

    529,604,598
   
   
    OUNCES              
  COMMODITIES – 4.0%
    197,715       Gold Bullion (c)     350,657,261
 

            TOTAL COMMODITIES      
           

(Cost — $297,997,958)

    350,657,261
   
   
    PRINCIPAL              
    AMOUNT              
  SHORT-TERM INVESTMENTS – 15.8%
   
   
  Commercial Paper  |  15.8%                
    46,100,000 USD    

Abbott Laboratories, 0.1% due 10/3/2012 (d)

    46,099,744
   
   
            BASF SE:      
    10,500,000 USD    

0.01% due 10/1/2012 (d)

    10,500,000
   
   
    32,900,000 USD    

0.11% due 10/26/2012 (d)

    32,897,487
 

    17,400,000 USD    

Dell, Inc., 0.13% due 10/3/2012 (d)

    17,399,874
 


16 See Notes to Financial Statements.



 IVA Worldwide Fund  IVA Funds

Schedule of Investments
September 30, 2012

PRINCIPAL              
AMOUNT       DESCRIPTION   FAIR VALUE
 
 
 
Commercial Paper  |  15.8% (continued)              

        Devon Energy Corp.:      
34,500,000 USD    

0.25% due 10/2/2012 (d)

  $ 34,499,760

16,000,000 USD    

0.25% due 10/4/2012 (d)

    15,999,667
 
 
22,800,000 USD    

0.25% due 10/5/2012 (d)

    22,799,367

4,300,000 USD     Diageo Capital Plc, 0.3% due 10/1/2012 (d)     4,300,000
 
 
        E.I. du Pont De Nemours and Co.:      
30,000,000 USD    

0.11% due 10/2/2012 (d)

    29,999,908
 
 
12,500,000 USD    

0.12% due 10/2/2012 (d)

    12,499,958

14,000,000 USD    

0.11% due 10/3/2012 (d)

    13,999,914
 
 
20,000,000 USD    

0.11% due 10/12/2012 (d)

    19,999,328

        Electricité de France SA:      
31,000,000 USD    

0.22% due 10/3/2012 (d)

    30,999,621

20,100,000 USD    

0.3% due 10/15/2012 (d)

    20,097,655
 
 
48,800,000 USD    

0.28% due 10/22/2012 (d)

    48,792,029

        Florida Power & Light Co.:      
15,300,000 USD    

0.22% due 10/4/2012

    15,299,720

8,000,000 USD    

0.22% due 10/10/2012

    7,999,560
 
 
        GDF Suez SA:      
20,000,000 USD    

0.21% due 10/9/2012 (d)

    19,999,067
 
 
30,000,000 USD    

0.21% due 10/16/2012 (d)

    29,997,375

        Nestlé Capital Corp.:      
15,000,000 USD    

0.02% due 10/2/2012 (d)

    14,999,992

30,000,000 USD    

0.02% due 10/3/2012 (d)

    29,999,967
 
 
34,300,000 USD    

0.01% due 10/4/2012 (d)

    34,299,971

25,000,000 USD    

0.02% due 10/4/2012 (d)

    24,999,958
 
 
25,000,000 USD    

0.01% due 10/5/2012 (d)

    24,999,972

25,000,000 USD    

0.02% due 10/5/2012 (d)

    24,999,944
 
 
        NetJets Inc.:      
39,100,000 USD    

0.12% due 10/4/2012 (d)

    39,099,609
 
 
21,600,000 USD    

0.13% due 10/5/2012 (d)

    21,599,688

74,000,000 USD    

0.12% due 10/9/2012 (d)

    73,998,027
 
 
        Philip Morris International Inc.:      
50,000,000 USD    

0.07% due 10/17/2012 (d)

    49,998,445
 
 
35,000,000 USD    

0.08% due 10/17/2012 (d)

    34,998,756

30,000,000 USD    

0.06% due 10/18/2012 (d)

    29,999,150
 
 
25,500,000 USD    

0.06% due 10/19/2012 (d)

    25,499,235

20,000,000 USD     Reed Elsevier Plc, 0.37% due 10/2/2012 (d)     19,999,794
 
 
        United Parcel Service, Inc.:      
32,000,000 USD    

0.04% due 10/1/2012 (d)

    32,000,000
 
 
50,000,000 USD    

0.05% due 10/1/2012 (d)

    50,000,000
 
 
50,000,000 USD    

0.06% due 10/1/2012 (d)

    50,000,000
 
 
49,400,000 USD    

0.06% due 10/3/2012 (d)

    49,399,835
 
 
8,700,000 USD    

0.05% due 10/5/2012 (d)

    8,699,952
 
 
30,000,000 USD    

0.001% due 10/10/2012 (d)

    29,999,993
 
 
40,000,000 USD    

0.05% due 10/15/2012 (d)

    39,999,222
 
 
40,000,000 USD    

0.06% due 10/15/2012 (d)

    39,999,067

 

See Notes to Financial Statements. 17



 IVA Worldwide Fund  IVA Funds

Schedule of Investments
September 30, 2012

  PRINCIPAL            
  AMOUNT     DESCRIPTION   FAIR VALUE
   
   
  Commercial Paper  |  15.8% (continued)            
 

        United Technologies Corp.:      
  20,000,000 USD  

0.13% due 10/1/2012 (d)

  $ 20,000,000
 

  50,000,000 USD  

0.12% due 10/26/2012(d)

    49,995,833
   
   
        Wal-Mart Stores, Inc.:      
  20,000,000 USD  

0.1% due 10/4/2012 (d)

    19,999,833
   
   
  30,000,000 USD  

0.11% due 10/16/2012 (d)

    29,998,625
 

  40,100,000 USD  

0.1% due 10/17/2012 (d)

    40,098,218
   
   
  20,000,000 USD  

0.11% due 10/22/2012 (d)

    19,998,717
 

  29,200,000 USD  

Walt Disney Co., 0.09% due 10/25/2012 (d)

    29,198,248
   
   
  13,900,000 USD  

Wisconsin Energy Corp., 0.25% due 10/3/2012 (d)

    13,899,807
 

        TOTAL SHORT-TERM INVESTMENTS      
       

(Cost — $1,406,959,892)

    1,406,959,892
   
   
        TOTAL INVESTMENTS — 99.2%      
       

(Cost — $8,432,559,105)

    8,807,144,502
 

        Other Assets In Excess of Liabilities — 0.8%     74,827,052
   
   
        TOTAL NET ASSETS — 100.0%   $ 8,881,971,554
 

The IVA Worldwide Fund had the following open forward foreign currency contracts at September 30, 2012:

                                    USD     NET
              SETTLEMENT       LOCAL             VALUE AT     UNREALIZED
  FOREIGN           DATES       CURRENCY     USD     SEPTEMBER     APPRECIATION/
  CURRENCY     COUNTERPARTY     THROUGH       AMOUNT     EQUIVALENT     30, 2012     (DEPRECIATION)
   
   
  Contracts to Sell:                                              
  euro    

State Street Bank & Trust Co.

    12/06/2012       EUR   664,467,000     $ 862,321,687     $ 854,444,570     $ 7,877,117  
   
   
  Japanese yen    

State Street Bank & Trust Co.

    12/06/2012       JPY   25,169,640,000       321,246,638       322,698,165       (1,451,527 )
 

  South Korean won    

State Street Bank & Trust Co.

    10/09/2012       KRW   87,760,000,000       77,157,533       78,941,717       (1,784,184 )
   
   
  Net Unrealized Appreciation on Open Forward Foreign Currency Contracts     $ 4,641,406  
 


  Abbreviations used in this schedule:
       
  ADR American Depositary Receipt
  EUR euro
  HKD Hong Kong dollar
  JPY Japanese yen
  KRW South Korean won
  SGD Singapore dollar
  TWD Taiwan dollar
  USD United States dollar

18 See Notes to Financial Statements.



 IVA Worldwide Fund  IVA Funds

Schedule of Investments
September 30, 2012

  (a)

Issuer of the security is an affiliate of the IVA Worldwide Fund as defined by the Investment Company Act of 1940. An affiliate is deemed as a company in which the IVA Worldwide Fund indirectly or directly has ownership of at least 5% of the company’s outstanding voting securities. See Schedule of Affiliates below for additional information.

 
  Schedule of Affiliates

      SHARES                   SHARES                      
      HELD AT                   HELD AT   FAIR VALUE AT              
      SEPTEMBER 30,   SHARE   SHARE   SEPTEMBER 30,   SEPTEMBER 30,   REALIZED   DIVIDEND
  SECURITY   2011   ADDITIONS   REDUCTIONS   2012   2012   GAIN/(LOSS)   INCOME*
   
   
 

Contango Oil & Gas Co.**

    998,438             936,909       61,529           $ 10,414,838      
 

 

Contango ORE Inc.**

    121,807             1,239       120,568             (11,342 )    
   
   
 

Cosel Co., Ltd.

    3,220,400             32,800       3,187,600     $ 42,642,932       (106,120 )   $ 803,957
 

 

Hulic Co., Ltd.**

    4,538,900             4,538,900                   (15,514,355 )    
   
   
 

Icom Inc.

    1,065,300       280,100       39,100       1,306,300       31,602,952       (73,964 )     306,969
 

 

Milbon Co., Ltd.

    957,300       3,700       9,800       951,200       31,921,999       (3,199 )     750,628
   
   
 

Miura Co., Ltd.

    3,384,504             112,800       3,271,704       79,235,271       (452,184 )     1,540,643
 

 

Net 1 U.E.P.S Technologies Inc.

    6,806,360       163,044       644,601       6,324,803       57,239,467       (2,312,569 )    
   
   
 

Teleperformance***

    2,707,940       251,060       30,138       2,928,862       83,893,616       (113,017 )     1,430,361
 

 

Temp Holdings Co., Ltd.

    2,018,500       997,700             3,016,200       36,678,291             469,498
   
   
  Total                                   $ 363,214,528     $ (8,171,912 )   $ 5,302,056
 


  *   Dividend income is net of withholding taxes.
  **   Non-affiliated at September 30, 2012.
  ***  

Non-affiliated at September 30, 2011.

       
  (b)  

Security is deemed illiquid. As of September 30, 2012, the value of these securities amounted to 0.4% of net assets.

  (c)  

Non-income producing investment.

  (d)  

Security is exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933 (the “1933 Act”). Any resale of these securities must generally be effected through a sale that is registered under the 1933 Act or otherwise exempted from such registration requirements.

  (e)  

Fixed-to-float perpetual bond. The security has no maturity date. The date shown represents the next call date.

  (f)  

Payment-in-kind security for which part of the income earned may be received as additional principal.

  (g)  

Variable rate security. The interest rate shown reflects the rate currently in effect.


See Notes to Financial Statements. 19



 IVA International Fund IVA Funds 
 Performance (unaudited) As of September 30, 2012 

Average Annual Total Returns as of September 30, 2012   One Year   Three Years   Since Inception(a)
             
Class A     9.53 %     7.30 %     10.79 %
Class A (with a 5% maximum initial sales charge)     4.05 %     5.47 %     9.38 %
Class C     8.76 %     6.47 %     9.95 %
Class I     9.81 %     7.57 %     11.07 %
MSCI All Country World (ex-U.S.) Index (Net)(b)     14.48 %     3.17 %     3.85 %
Consumer Price Index(c)     2.00 %     2.34 %     1.40 %

Growth of a $10,000 Initial Investment
 


(a)  

The Fund commenced investment operations on October 1, 2008.

(b)  

The MSCI All Country World (ex-U.S.) Index (Net) is an unmanaged, free float-adjusted, market capitalization weighted index composed of stocks of companies located in countries throughout the world, excluding the United States. It is designed to measure equity market performance in global developed and emerging markets outside the United States. The index includes reinvestment of dividends, net of foreign withholding taxes. Please note that an investor cannot invest directly in an index.

(c)  

The Consumer Price Index examines the weighted average of prices of a basket of consumer goods and services, such as transportation, food and medical care. Please note that an investor cannot invest directly in an index.

(d)  

Hypothetical illustration of $10,000 invested in Class A shares on October 1, 2008, assuming the deduction of the maximum initial sales charge of 5% at the time of investment for Class A shares and the reinvestment of all distributions, including returns of capital, if any, at net asset value through September 30, 2012. The performance of the Fund’s other classes may be greater or less than the Class A shares’ performance indicated on this chart depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes.

Past performance is no guarantee of 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 returns 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 866-941-4482.

The maximum sales charge for Class A shares is 5.00%. Class C shares may include a 1.00% contingent deferred sales charge for the first year only. The gross and net expense ratios for the Fund are as follows: 1.30% (Class A shares); 2.06% (Class C shares); and 1.05% (Class I shares). These expense ratios are as stated in the most recent Prospectus dated January 31, 2012. More recent expense ratios can be found in the Financial Highlights section of this Annual Report.

20



 IVA International Fund IVA Funds 
 Portfolio Composition (unaudited) As of September 30, 2012 

Asset Allocation (As a Percent of Total Net Assets)
 

Sector Allocation (As a Percent of Total Net Assets)
 

Top 10 Positions (As a Percent of Total Net Assets)(b)  
 

Government of Singapore, 2.25% due 7/1/2013; 3.625% due 7/1/2014   5.7 %
 
Gold Bullion   3.8 %
 
Wendel, 4.875% due 5/26/2016; 4.375% due 8/9/2017; 6.75% due 4/20/2018   3.5 %
 
Astellas Pharma Inc.   3.1 %
 
Total SA, ADR   2.5 %
 
Genting Malaysia Berhad   2.3 %
 
Secom Co., Ltd.   2.0 %
 
Vivendi SA   1.9 %
 
Nestlé SA   1.7 %
 
GDF Suez SA   1.7 %
 

Top 10 positions represent 28.2% of total net assets.
(a) Other represents unrealized gains and losses on forward currency contracts and other assets and liabilities.
(b) Short-Term Investments are not included.

  21



 IVA International Fund IVA Funds 

Schedule of Investments
September 30, 2012
 
    SHARES     DESCRIPTION   FAIR VALUE
 COMMON STOCKS – 58.4%
 
 
Argentina  |  0.0%
      871     Nortel Inversora SA, Series ‘B’, ADR   $ 8,971
 
 
 
Australia  |  0.8%
      550,969     Newcrest Mining Ltd.     16,654,101
 
 
      2,133,905     Programmed Maintenance Services Ltd.     4,759,026
 
 
                  21,413,127
 
 
Belgium  |  0.3%
      113,055     Sofina SA     9,284,928
 
 
 
Canada  |  0.7%
      1,262,990     IAMGOLD Corp.     19,967,872
 
 
Denmark  |  0.4%
      371,068     D/S Norden A/S     9,901,116
 
 
 
France  |  17.6%
      681,802     Alten     21,807,360
 
 
      76,707     Bolloré     19,916,535
 
 
      272,262     Cap Gemini SA     11,519,477
 
 
      409,770     Carrefour SA     8,498,918
 
 
      101,800     Ciments Français SA     6,004,549
 
 
      463,225     CNP Assurances     6,050,891
 
 
      28,956     Financière de l’Odet SA     14,790,935
 
 
      466,630     Financière Marc de Lacharriere SA     19,296,504
 
 
      2,102,788     GDF Suez SA     47,018,057
 
 
      1,029,966     Lagardère SCA     28,132,215
 
 
      663,977     M6-Métropole Télévision SA     9,061,446
 
 
      135,618     Neopost SA     7,488,634
 
 
      397,934     Publicis Groupe SA     22,269,945
 
 
      67,724     Robertet SA     10,447,796
 
 
      270,240     Saft Groupe SA     6,259,575
 
 
      222,795     Séché Environnement SA     8,173,941
 
 
      226,778     Securidev SA (a)     6,848,394
 
 
      2,043,924     Societe d’Edition de Canal Plus     12,591,652
 
 
      502,111     Sodexo SA     37,804,471
 
 
      1,452,892     Teleperformance     41,616,288
 
 
      644,701     Thales SA     22,140,937
 
 
      1,357,172     Total SA, ADR     67,994,317
 
 
      2,716,815     Vivendi SA     52,979,603
 
 
                  488,712,440
   
 
Germany  |  0.8%
      95,289     Siemens AG     9,503,430
 
 
      196,934     Wincor Nixdorf AG     7,700,920
 
 
      181,992     Wirecard AG     4,179,235
 
 
                  21,383,585
   
 
22 See Notes to Financial Statements.



 IVA International Fund IVA Funds 

Schedule of Investments
September 30, 2012
 
    SHARES     DESCRIPTION   FAIR VALUE
 
 
 
 
 
Hong Kong  |  1.4%
      36,621,030     Clear Media Ltd. (a)(b)   $ 19,599,728
 
 
      17,474,261     Hongkong & Shanghai Hotels Ltd.     20,687,733
 
 
                  40,287,461
   
 
India  |  0.2%
      10,271,789     South Indian Bank Ltd.     4,440,170
 
 
 
Indonesia  |  0.2%
      68,287,500     PT Bank Bukopin Tbk     4,566,771
 
 
 
Japan  |  21.0%
      286,800     Arcs Co. Ltd.     6,644,470
 
 
      326,300     As One Corp.     7,317,081
 
 
      1,697,000     Astellas Pharma Inc.     86,219,951
 
 
      117,700     The Bank of Okinawa Ltd.     5,188,211
 
 
      424,900     Benesse Holdings Inc.     20,580,754
 
 
      67,500     Canon Inc.     2,158,028
 
 
      1,456,900     Cosel Co., Ltd.     19,490,051
 
 
      784,000     Daiichikosho Co., Ltd.     18,836,494
 
 
      5,977     Fuji Media Holdings Inc.     9,788,065
 
 
      1,360,300     Hi Lex Corp.     19,783,963
 
 
      588,282     Hitachi Tool Engineering Ltd.     5,254,133
 
 
      765,600     Icom Inc. (a)     18,521,948
 
 
      2,366,000     Iino Kaiun Kaisha Ltd.     8,125,167
 
 
      209,900     Japan Petroleum Exploration Co., Ltd.     8,418,593
 
 
      697,340     Kose Corp.     16,253,991
 
 
      95,400     Medikit Co., Ltd.     3,178,370
 
 
      174,500     Meitec Corp.     3,975,666
 
 
      580,500     Milbon Co., Ltd.     19,481,413
 
 
      1,310,976     Miura Co., Ltd.     31,749,675
 
 
      390,400     Nifco Inc.     9,019,621
 
 
      117,600     Nintendo Co., Ltd.     14,903,434
 
 
      349,000     Nitto Kohki Co., Ltd.     8,250,961
 
 
      8,068     NTT DoCoMo, Inc.     13,088,273
 
 
      772,700     Okinawa Cellular Telephone Co.     16,792,660
 
 
      1,784     Pasona Group Inc.     1,165,864
 
 
      493,500     San-A Co. Ltd.     19,729,882
 
 
      150,800     Sankyo Co. Ltd.     7,024,065
 
 
      1,078,900     Secom Co., Ltd.     56,267,594
 
 
      10,600     Secom Joshinetsu Co., Ltd.     307,107
 
 
      353,900     Shingakukai Co., Ltd.     1,342,317
 
 
      695,500     Shiseido Co., Ltd.     9,544,855
 
 
      308,150     Shofu Inc.     3,316,838
 
 
      4,500     SK Kaken Co., Ltd.     189,710
 
 
      36,700     SMC Corp.     5,916,017
 
 
      156,700     Sugi Holdings Co. Ltd.     5,503,776
 
 
      576     Techno Medica Co., Ltd.     2,904,357
 
 
      3,405,900     Temp Holdings Co., Ltd. (a)     41,417,210
 
 
 

See Notes to Financial Statements. 23



 IVA International Fund IVA Funds 

Schedule of Investments
September 30, 2012
 
    SHARES     DESCRIPTION   FAIR VALUE
 
 
 
 
 
Japan  |  21.0% (continued)
 
 
      629,800     Toho Co., Ltd.   $ 11,580,766
 
 
      149,200     Tsuruha Holdings Inc.     11,165,146
 
 
      78,240     Yahoo Japan Corp.     29,806,192
 
 
                  580,202,669
   
 
Malaysia  |  2.6%
      2,828,800     Aeon Co. Malaysia Berhad     10,180,533
 
 
      55,346,400     Genting Malaysia Berhad     63,377,196
 
 
                  73,557,729
   
 
Netherlands  |  0.1%
      18,146     Hal Trust NV     2,043,868
 
 
 
Norway  |  1.4%
      5,161,485     Orkla ASA     39,200,582
 
 
 
Singapore  |  1.0%
      4,800,291     Haw Par Corp. Ltd.     26,051,123
 
 
      78,224     United Overseas Bank Ltd.     1,252,527
 
 
                  27,303,650
   
 
South Africa  |  0.7%
      2,230,235     Net 1 U.E.P.S. Technologies Inc. (c)     20,183,627
 
 
 
South Korea  |  3.9%
      51,769     E-Mart Co., Ltd.     11,295,393
 
 
      61,768     Fursys Inc.     1,556,114
 
 
      1,140,270     Kangwon Land, Inc.     25,648,829
 
 
      10,736     Lotte Chilsung Beverage Co., Ltd.     13,320,687
 
 
      11,477     Lotte Confectionery Co., Ltd.     16,026,546
 
 
      76,287     Nong Shim Co., Ltd.     18,223,630
 
 
      1,381,981     SK Telecom Co., Ltd., ADR     20,094,004
 
 
      64,592     Teems Inc.     642,186
 
 
                  106,807,389
   
 
Switzerland  |  3.1%
      21,310     APG SGA SA     4,051,279
 
 
      63,915     Credit Suisse Group AG     1,354,413
 
 
      750,830     Nestlé SA     47,341,009
 
 
      52,104     Schindler Holding AG     6,404,277
 
 
      2,112,430     UBS AG     25,717,516
 
 
                  84,868,494
   
 
Taiwan  |  0.6%
      7,663,000     Taiwan Secom Co., Ltd.     16,861,293
 
 
 

24 See Notes to Financial Statements.



 IVA International Fund IVA Funds 

Schedule of Investments
September 30, 2012
 
    SHARES     DESCRIPTION   FAIR VALUE
 
 
 
 
 
United Kingdom   |  1.6%
 
      62,865     Diageo Plc, ADR   $ 7,086,771
 
 
      1,731,366     Inmarsat Plc     16,495,271
 
 
      1,144,480     LSL Property Services Plc     3,881,022
 
 
      2,109,970     Millennium & Copthorne Hotels Plc     16,548,664
 
 
                  44,011,728
   
            TOTAL COMMON STOCKS      
           

(Cost — $1,535,459,129)

    1,615,007,470
 
 
                   
    PRINCIPAL
AMOUNT
           
 
 CORPORATE NOTES & BONDS – 7.3%
 
 
France  |  3.5%
            Wendel:      
      19,650,000 EUR  

4.875% due 5/26/2016 (d)

    25,724,688
 
 
      36,400,000 EUR  

4.375% due 8/9/2017

    46,658,871
 
 
      17,000,000 EUR  

6.75% due 4/20/2018

    23,375,054
 
 
                  95,758,613
   
 
Netherlands  |  0.3%
      6,311,000 EUR   UPC Holding BV, 8% due 11/1/2016 (d)     8,400,123
 
 
 
Norway  |  1.1%
      11,400,000 USD   Golden Close Maritime Corp., Ltd., 11%      
           

due 12/9/2015 (b)

    12,283,500
 
 
      107,500,000 NOK   Stolt-Nielsen Ltd. SA, 6.67%      
           

due 6/22/2016 (b)(e)

    19,139,800
 
 
                  31,423,300
   
 
Switzerland  |  0.7%
            UBS AG:      
      7,806,000 EUR  

4.28% due 4/15/2015 (f)

    9,048,051
 
 
      4,350,000 EUR  

7.152% due 12/21/2017 (f)

    5,666,828
 
 
      4,338,000 USD   UBS Preferred Funding Trust V, 6.243%      
           

due 5/15/2016 (f)

    4,316,310
 
 
                  19,031,189
   
 
United Kingdom  |  0.3%
      7,000,000 USD   Inmarsat Finance Plc, 7.375%      
           

due 12/1/2017 (d)

    7,595,000
 
 
 
United States  |  1.4%
            Intelsat Luxembourg SA:      
      15,541,000 USD  

11.25% due 2/4/2017

    16,492,886
 
 
      21,587,000 USD  

11.5% due 2/4/2017 (g)

    22,963,171
 
 
                  39,456,057
   
            TOTAL CORPORATE NOTES & BONDS      
           

(Cost — $186,485,895)

    201,664,282
 
 
 

See Notes to Financial Statements. 25



 IVA International Fund IVA Funds 

Schedule of Investments
September 30, 2012
 
    PRINCIPAL            
    AMOUNT     DESCRIPTION   FAIR VALUE
 SOVEREIGN GOVERNMENT BONDS – 7.7%
 
 
 
Hong Kong  |  1.4%
      289,350,000 HKD   Government of Hong Kong, 2.66%      
           

due 12/17/2012

  $ 37,512,825
 
 
 
Singapore  |  5.7%
            Government of Singapore:      
      159,764,000 SGD  

2.25% due 7/1/2013

    132,116,574
 
 
      30,371,000 SGD  

3.625% due 7/1/2014

    26,209,218
 
 
                  158,325,792
   
 
Taiwan  |  0.2%
      171,000,000 TWD   Government of Taiwan, 2%      
           

due 7/20/2015

    6,026,246
 
 
 
Thailand  |  0.4%
      362,607,000 THB   Government of Thailand, 5.25%      
           

due 5/12/2014

    12,172,745
 
 
            TOTAL SOVEREIGN GOVERNMENT BONDS      
           

(Cost — $211,684,601)

    214,037,608
 
 
    OUNCES            
 COMMODITIES – 3.8%
 
      59,247     Gold Bullion (c)     105,078,186
 
 
            TOTAL COMMODITIES      
           

(Cost — $94,077,662)

    105,078,186
 
 
                   
    PRINCIPAL            
    AMOUNT            
 
 SHORT-TERM INVESTMENTS – 22.1%
 
 
Commercial Paper  |  22.1%
      20,000,000 USD   Abbott Laboratories, 0.1% due      
           

10/3/2012 (d)

    19,999,889
 
      21,400,000 USD   BASF SE, 0.01% due 10/1/2012 (d)     21,400,000
 
      26,200,000 USD   Consolidated Edison Co. Inc., 0.3%      
           

due 10/1/2012 (d)

    26,200,000
 
      25,000,000 USD   Devon Energy Corp., 0.25%      
           

due 10/3/2012 (d)

    24,999,653
 
            E.I. du Pont de Nemours and Co.:      
      20,000,000 USD  

0.11% due 10/2/2012 (d)

    19,999,939
 
      12,000,000 USD  

0.11% due 10/12/2012 (d)

    11,999,597
 
      8,000,000 USD   Electricité de France SA, 0.3%      
           

due 10/15/2012 (d)

    7,999,067
 
            Florida Power & Light Co.:      
      15,700,000 USD  

0.22% due 10/4/2012

    15,699,712
 
      12,000,000 USD  

0.22% due 10/10/2012

    11,999,340
 
      14,000,000 USD  

0.22% due 10/11/2012

    13,999,144
 
      20,000,000 USD   GDF Suez SA, 0.21% due 10/16/2012 (d)     19,998,250
 
 
26 See Notes to Financial Statements.



 IVA International Fund IVA Funds 

Schedule of Investments
September 30, 2012
 
    PRINCIPAL            
    AMOUNT     DESCRIPTION   FAIR VALUE
 
 
 
 
 
Commercial Paper  |  22.1% (continued)
 
            Nestlé Capital Corp.:      
      10,000,000 USD  

0.02% due 10/2/2012 (d)

  $ 9,999,994
 
 
      20,000,000 USD  

0.02% due 10/3/2012 (d)

    19,999,978
 
 
      15,700,000 USD  

0.01% due 10/4/2012 (d)

    15,699,987
 
 
      16,100,000 USD  

0.02% due 10/4/2012 (d)

    16,099,973
 
 
            NetJets Inc.:      
      11,000,000 USD  

0.12% due 10/3/2012 (d)

    10,999,927
 
 
      20,000,000 USD  

0.12% due 10/4/2012 (d)

    19,999,800
 
 
      20,000,000 USD  

0.13% due 10/5/2012 (d)

    19,999,711
 
 
      20,000,000 USD  

0.12% due 10/9/2012 (d)

    19,999,467
 
 
      12,300,000 USD  

0.1% due 10/10/2012 (d)

    12,299,692
 
 
      8,300,000 USD   Novartis Finance Corp., 0.11%      
           

due 10/3/2012 (d)

    8,299,949
 
 
            Philip Morris International Inc.:      
      15,000,000 USD  

0.08% due 10/17/2012 (d)

    14,999,467
 
 
      20,000,000 USD  

0.06% due 10/18/2012 (d)

    19,999,433
 
 
      3,000,000 USD  

0.04% due 10/19/2012 (d)

    2,999,940
 
 
      22,500,000 USD  

0.06% due 10/19/2012 (d)

    22,499,325
 
 
            United Parcel Service, Inc.:      
      15,700,000 USD  

0.05% due 10/1/2012 (d)

    15,700,000
 
 
      8,000,000 USD  

0.06% due 10/3/2012 (d)

    7,999,973
 
 
      41,300,000 USD  

0.05% due 10/5/2012 (d)

    41,299,771
 
 
      20,000,000 USD  

0.001% due 10/10/2012 (d)

    19,999,995
 
 
      20,000,000 USD  

0.05% due 10/15/2012 (d)

    19,999,611
 
 
      25,000,000 USD   United Technologies Corp., 0.12%      
           

due 10/26/2012 (d)

    24,997,917
 
 
            Wal-Mart Stores, Inc.:      
      34,600,000 USD  

0.1% due 10/17/2012 (d)

    34,598,462
 
 
      30,000,000 USD  

0.11% due 10/22/2012 (d)

    29,998,075
 
 
      10,000,000 USD   Wisconsin Energy Corp., 0.25%      
           

due 10/3/2012 (d)

    9,999,861
 
 
            TOTAL SHORT-TERM INVESTMENTS      
           

(Cost — $612,784,899)

    612,784,899
 
 
            TOTAL INVESTMENTS — 99.3%      
           

(Cost — $2,640,492,186)

    2,748,572,445
 
 
            Other Assets In Excess of Liabilities — 0.7%     19,412,733
 
 
            TOTAL NET ASSETS — 100.0%   $ 2,767,985,178
   
 
See Notes to Financial Statements. 27



 IVA International Fund IVA Funds 

Schedule of Investments
September 30, 2012
 

The IVA International Fund had the following open forward foreign currency contracts at September 30, 2012:


                                USD   NET
            SETTLEMENT     LOCAL             VALUE AT   UNREALIZED
FOREIGN           DATES     CURRENCY     USD   SEPTEMBER   APPRECIATION/
CURRENCY     COUNTERPARTY     THROUGH     AMOUNT     EQUIVALENT   30, 2012   (DEPRECIATION)

Contracts to Sell:
      State Street                                      
     

Bank &

                                     

Australian dollar

   

Trust Co.

    12/06/2012     AUD     961,000     $ 974,771     $ 991,327     $ (16,556 )

      State Street                                      
     

Bank &

                                     

British pound

   

Trust Co.

    12/06/2012   GBP    1,238,000       1,966,142       1,998,738       (32,596 )

      State Street                                      
     

Bank &

                                     
euro    

Trust Co.

    12/06/2012   EUR    256,403,000       332,744,429       329,711,108       3,033,321  

      State Street                                      
     

Bank &

                                     

Japanese yen

   

Trust Co.

    12/06/2012   JPY    18,064,250,000       230,411,209       231,600,464       (1,189,255 )

      State Street                                      
     

Bank &

                                     

South Korean won

   

Trust Co.

    10/09/2012     KRW   23,530,000,000       20,685,592       21,165,663       (480,071 )

Net Unrealized Appreciation on Open Forward Foreign Currency Contracts     $ 1,314,843  
 
Abbreviations used in this schedule:

ADR     American Depositary Receipt
AUD     Australian dollar
EUR     euro
GBP     British pound
HKD     Hong Kong dollar
JPY     Japanese yen
KRW     South Korean won
NOK     Norwegian krone
SGD     Singapore dollar
THB     Thai baht
TWD     Taiwan dollar
USD     United States dollar
 
28 See Notes to Financial Statements.



 IVA International Fund IVA Funds 

Schedule of Investments
September 30, 2012
 
(a)  

Issuer of the security is an affiliate of the IVA International Fund as defined by the Investment Company Act of 1940. An affiliate is deemed as a company in which the IVA International Fund indirectly or directly has ownership of at least 5% of the company’s outstanding voting securities. See Schedule of Affiliates below for additional information.

 
Schedule of Affiliates
    SHARES           SHARES                      
    HELD AT           HELD AT     FAIR VALUE AT                
    SEPTEMBER 30,   SHARE   SHARE   SEPTEMBER 30,     SEPTEMBER 30,     REALIZED         DIVIDEND
SECURITY   2011   ADDITIONS   REDUCTIONS   2012     2012     LOSS         INCOME*

Clear Media Ltd.   36,621,030       36,621,030   $19,599,728           $ 235,985

 
Icom Inc.   849,700   29,700   113,800   765,600     18,521,948   $ (266,355 )       179,023

Securidev SA   202,718   24,060     226,778     6,848,394             360,184

 
Temp Holdings Co., Ltd.   3,329,400   76,500     3,405,900     41,417,210             631,184

Total                   $86,387,280   $ (266,355 )     $ 1,406,376
 
*  

Dividend income is net of withholding taxes.

     
(b)  

Security is deemed illiquid. As of September 30, 2012, the value of these securities amounted to 1.8% of net assets.

(c)  

Non-income producing investment.

(d)  

Security is exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933 (the “1933 Act”). Any resale of these securities must generally be effected through a sale that is registered under the 1933 Act or otherwise exempted from such registration requirements.

(e)  

Variable rate security. The interest rate shown reflects the rate currently in effect.

(f)  

Fixed-to-float perpetual bond. The security has no maturity date. The date shown represents the next call date.

(g)  

Payment-in-kind security for which part of the income earned may be received as additional principal.

 
See Notes to Financial Statements. 29



  Statements of Assets and Liabilities   IVA Funds  

September 30, 2012
 
            IVA         IVA  
            Worldwide         International  
            Fund         Fund  
  Assets:                      
 

Long-term investments, at cost:

                     
 

Non-affiliated investments

      $ 6,666,261,087       $ 1,954,227,743  
 

Affiliated investments

        359,338,126         73,479,544  
 

Short-term investments, at cost

        1,406,959,892         612,784,899  
 

Foreign currency, at cost

        866         92,791  
 

Long-term investments, at fair value:

                     
 

Non-affiliated investments

      $ 7,036,970,082       $ 2,049,400,266  
 

Affiliated investments

        363,214,528         86,387,280  
 

Short-term investments, at fair value

        1,406,959,892         612,784,899  
 

Foreign currency, at fair value

        870         92,843  
 

Cash

        299,703         268,795  
 

Receivable for fund shares sold

        50,028,823         5,203,715  
 

Dividends and interest receivable

        44,869,752         13,651,714  
 

Receivable for investments sold

        11,239,484         3,270,407  
 

Unrealized appreciation on open forward foreign currency contracts

        6,425,590         1,794,914  
 

Prepaid expenses

        131,705         33,134  
  Total assets       $ 8,920,140,429       $ 2,772,887,967  
 

Liabilities:

                     
 

Payable for investments purchased

      $ 13,519,609       $  
 

Payable for fund shares repurchased

        12,871,173         1,834,613  
 

Unrealized depreciation on open forward foreign currency contracts

        1,784,184         480,071  
 

Accrued investment advisory fees

        6,583,882         2,013,658  
 

Accrued distribution and service fees

        1,725,414         147,367  
 

Accrued expenses and other liabilities

        1,684,613         427,080  
  Total liabilities         38,168,875         4,902,789  
  Net Assets       $ 8,881,971,554       $ 2,767,985,178  
  Net Assets Consist of:                      
 

Par value ($0.001 per share)

      $ 549,437       $ 173,246  
 

Additional paid-in-capital

        8,342,095,664         2,563,951,859  
 

Undistributed net investment income

        100,173,874         61,430,573  
 

Accumulated net realized gain on investments, futures contracts and foreign currency transactions

        59,935,420         33,036,363  
 

Unrealized appreciation from investments and foreign currency translation

        379,217,159         109,393,137  
  Net Assets       $ 8,881,971,554       $ 2,767,985,178  
  Net Asset Value Per Share:                      
  Class A                      
 

Net assets

      $ 2,408,396,312       $ 409,163,472  
 

Shares outstanding

        148,844,988         25,645,424  
 

Net asset value per share

      $ 16.18       $ 15.95  
 

Maximum offering price per share (with a maximum initial sales charge of 5.00%)

      $ 17.03       $ 16.79  
  Class C                      
 

Net assets

      $ 1,469,719,790       $ 77,881,566  
 

Shares outstanding

        91,817,864         4,948,751  
 

Net asset value per share

      $ 16.01       $ 15.74  
  Class I                      
 

Net assets

      $ 5,003,855,452       $ 2,280,940,140  
 

Shares outstanding

        308,774,143         142,651,891  
 

Net asset value per share

      $ 16.21       $ 15.99  

30 See Notes to Financial Statements.



   Statements of Operations   IVA Funds  

For the Year Ended September 30, 2012
 
        IVA     IVA
        Worldwide     International
        Fund     Fund
  Investment Income:                    
 

Interest

    $ 65,602,205       $ 15,116,012  
 

Dividends:

                   
 

Non-affiliated investments

      177,497,706         61,891,124  
 

Affiliated investments

      5,845,891         1,530,922  
 

Less: Foreign taxes withheld

      (19,403,557 )       (8,225,536 )
  Total income       229,542,245         70,312,522  
  Expenses:                    
 

Investment advisory fees

      84,459,971         22,539,187  
 

Distribution and service fees:

                   
 

Class A

      6,692,764         954,003  
 

Class C

      16,318,574         796,101  
 

Custody fees

      3,602,790         1,374,228  
 

Trustee fees

      188,635         46,365  
 

Other expenses

      7,966,957         1,700,062  
  Total expenses       119,229,691         27,409,946  
  Net investment income       110,312,554         42,902,576  
  Net Realized and Change in Unrealized Gain (Loss)                    
 

on Investments, Futures Contracts and Foreign Currency:

                   
  Net realized gain (loss) on:                    
 

Investments on:

                   
 

Non-affiliated investments

      161,310,536         65,984,050  
 

Affiliated investments

      (8,171,912 )       (266,355 )
 

Futures contracts

      (35,978,750 )       (5,458,783 )
 

Foreign currency transactions

      49,063,585         15,854,323  
  Net realized gain       166,223,459         76,113,235  
 

Net change in unrealized appreciation (depreciation) from:

                   
 

Investments from:

                   
 

Non-affiliated investments

      542,292,841         106,825,254  
 

Affiliated investments

      7,583,421         9,355,515  
 

Futures contracts

      (1,300,135 )       (1,215,890 )
 

Foreign currency translation

      1,164,133         1,025,671  
  Net change in unrealized appreciation (depreciation)       549,740,260         115,990,550  
  Net realized and change in unrealized gain on                    
 

investments, futures contracts and foreign currency

      715,963,719         192,103,785  
  Increase in net assets resulting from operations     $ 826,276,273       $ 235,006,361  

See Notes to Financial Statements. 31



  Statements of Changes in Net Assets   IVA Funds  

        IVA Worldwide Fund     IVA International Fund
        Year Ended     Year Ended     Year Ended     Year Ended
        September 30,     September 30,     September 30,     September 30,
        2012     2011     2012     2011
  Operations:                                        
 

Net investment income

    $ 110,312,554       $ 80,128,819       $ 42,902,576       $ 27,630,969  
 

Net realized gain

      166,223,459         423,592,330         76,113,235         111,085,206  
 

Net change in net unrealized appreciation (depreciation)

      549,740,260         (693,518,595 )       115,990,550         (133,788,156 )
  Increase (decrease) in net assets resulting from operations       826,276,273         (189,797,446 )       235,006,361         4,928,019  
  Distributions to Shareholders:                                        
 

Net investment income:

                                       
 

Class A

      (20,111,017 )       (8,689,921 )       (4,961,283 )       (442,574 )
 

Class C

                      (540,056 )        
 

Class I

      (49,104,499 )       (21,223,353 )       (32,039,991 )       (4,753,242 )
 

Net realized gain on investments:

                                       
 

Class A

      (143,027,372 )       (56,581,235 )       (16,874,933 )       (7,516,993 )
 

Class C

      (88,435,829 )       (32,155,518 )       (3,985,245 )       (1,672,714 )
 

Class I

      (258,845,189 )       (86,335,783 )       (92,344,215 )       (31,808,976 )
 

Decrease in net assets resulting from distributions

      (559,523,906 )       (204,985,810 )       (150,745,723 )       (46,194,499 )
  Capital Share Transactions:                                        
 

Proceeds from shares sold

      1,799,582,994         4,860,852,493         687,721,006         1,169,979,907  
 

Reinvestment of distributions

      403,223,168         142,569,726         122,389,472         36,791,005  
 

Cost of shares repurchased

      (2,764,328,546 )       (1,296,330,107 )       (390,174,647 )       (265,211,165 )
 

Increase (decrease) in net assets from capital share transactions

      (561,522,384 )       3,707,092,112         419,935,831         941,559,747  
  Increase (decrease) in net assets       (294,770,017 )       3,312,308,856         504,196,469         900,293,267  
  Net Assets:                                        
  Beginning of year     $ 9,176,741,571       $ 5,864,432,715       $ 2,263,788,709       $ 1,363,495,442  
  End of year     $ 8,881,971,554       $ 9,176,741,571       $ 2,767,985,178       $ 2,263,788,709  
  Undistributed net investment income     $ 100,173,874       $ 30,190,910       $ 61,430,573       $ 22,291,483  

32 See Notes to Financial Statements.




  Financial Highlights   IVA Funds  

IVA Worldwide Fund — Class A

For a share of each class of beneficial interest outstanding:

      Year Ended     Year Ended     Year Ended     Year Ended
      September 30,     September 30,     September 30,     September 30,
      2012     2011     2010     2009
Net asset value, beginning of year     $ 15.71       $ 16.03       $ 15.00       $ 12.00  
Increase from investment operations:(a)                                        

Net investment income(b)

      0.18         0.16         0.21         0.34  

Net realized and unrealized gain

      1.26         0.00         1.27         2.70  
Increase from investment operations       1.44         0.16         1.48         3.04  
Decrease from distributions:                                        

Net investment income

      (0.12 )       (0.06 )       (0.10 )       (0.04 )

Net realized gain on investments

      (0.85 )       (0.42 )       (0.35 )        
Decrease from distributions       (0.97 )       (0.48 )       (0.45 )       (0.04 )
Net asset value, end of year     $ 16.18       $ 15.71       $ 16.03       $ 15.00  
Total return(c)       9.62 %       0.86 %       10.16 %       25.39 %
Ratios to average net assets:                                        

Net operating expenses

      1.28 %       1.29 %       1.31 %       1.36 %

Net investment income

      1.16 %       0.93 %       1.41 %       2.51 %
Supplemental data:                                        

Portfolio turnover rate

      27.9 %       50.8 %       28.9 %       54.8 %

Net assets, end of year (000’s)

    $ 2,408,396       $ 2,714,773       $ 1,931,625       $ 755,238  
(a)  
The amounts shown for a share outstanding may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of fund shares in relation to income earned and/or gains (losses) both realized and unrealized during the period.
(b)  
Calculated using average daily shares outstanding.
(c)  
Total return assumes reinvestment of all distributions and does not reflect an initial sales charge.

See Notes to Financial Statements. 33



  Financial Highlights   IVA Funds  

IVA Worldwide Fund — Class C

For a share of each class of beneficial interest outstanding:

    Year Ended   Year Ended   Year Ended   Year Ended
    September 30,   September 30,   September 30,   September 30,
    2012   2011   2010   2009
Net asset value, beginning of year   $ 15.54     $ 15.92     $ 14.92     $ 12.00  
Increase from investment operations:(a)                                
   Net investment income(b)     0.06       0.03       0.10       0.23  
   Net realized and unrealized gain     1.26       0.01       1.25       2.71  
Increase from investment operations     1.32       0.04       1.35       2.94  
Decrease from distributions:                                
   Net investment income                 (0.00 )(c)     (0.02 )
   Net realized gain on investments     (0.85 )     (0.42 )     (0.35 )      
Decrease from distributions     (0.85 )     (0.42 )     (0.35 )     (0.02 )
Net asset value, end of year   $ 16.01     $ 15.54     $ 15.92     $ 14.92  
Total return(d)     8.87 %     0.09 %     9.26 %     24.51 %
Ratios to average net assets:                                
   Net operating expenses     2.03 %     2.04 %     2.06 %     2.12 %
   Net investment income     0.41 %     0.18 %     0.67 %     1.75 %
Supplemental data:                                
   Portfolio turnover rate     27.9 %     50.8 %     28.9 %     54.8 %
   Net assets, end of year (000’s)   $ 1,469,720     $ 1,631,750     $ 1,055,144     $ 340,393  
(a)  
The amounts shown for a share outstanding may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of fund shares in relation to income earned and/or gains (losses) both realized and unrealized during the period.
(b)  
Calculated using average daily shares outstanding.
(c)  
Amount represents less than $0.005 per share.
(d)  
Total return assumes reinvestment of all distributions and does not reflect a contingent deferred sales charge.

34 See Notes to Financial Statements.



  Financial Highlights   IVA Funds  

IVA Worldwide Fund — Class I

For a share of each class of beneficial interest outstanding:

    Year Ended     Year Ended     Year Ended     Year Ended
    September 30,     September 30,     September 30,     September 30,
    2012     2011     2010     2009
Net asset value, beginning of year   $ 15.73       $ 16.05       $ 15.02       $ 12.00  
Increase from investment operations:(a)                                      

Net investment income(b)

    0.23         0.20         0.25         0.37  

Net realized and unrealized gain

    1.26         0.00         1.27         2.69  
Increase from investment operations     1.49         0.20         1.52         3.06  
Decrease from distributions:                                      

Net investment income

    (0.16 )       (0.10 )       (0.14 )       (0.04 )

Net realized gain on investments

    (0.85 )       (0.42 )       (0.35 )        
Decrease from distributions     (1.01 )       (0.52 )       (0.49 )       (0.04 )
Net asset value, end of year   $ 16.21       $ 15.73       $ 16.05       $ 15.02  
Total return(c)     9.97 %       1.09 %       10.40 %       25.62 %
Ratios to average net assets:                                      

Net operating expenses

    1.03 %       1.04 %       1.06 %       1.14 %

Net investment income

    1.43 %       1.18 %       1.65 %       2.78 %
Supplemental data:                                      

Portfolio turnover rate

    27.9 %       50.8 %       28.9 %       54.8 %

Net assets, end of year (000’s)

  $ 5,003,855       $ 4,830,219       $ 2,877,664       $ 1,267,395  
(a)  
The amounts shown for a share outstanding may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of fund shares in relation to income earned and/or gains (losses) both realized and unrealized during the period.
(b)  
Calculated using average daily shares outstanding.
(c)  
Total return assumes reinvestment of all distributions.

See Notes to Financial Statements. 35



  Financial Highlights   IVA Funds  

IVA International Fund — Class A

For a share of each class of beneficial interest outstanding:

    Year Ended   Year Ended   Year Ended   Year Ended
    September 30,   September 30,   September 30,   September 30,
      2012   2011   2010   2009
Net asset value, beginning of year     $ 15.56       $ 15.59       $ 14.59       $ 12.00  
Increase from investment operations:(a)                                        

Net investment income(b)

      0.23         0.20         0.17         0.27  

Net realized and unrealized gain

      1.16         0.20         1.25         2.36  
Increase from investment operations       1.39         0.40         1.42         2.63  
Decrease from distributions:                                        

Net investment income

      (0.23 )       (0.02 )       (0.16 )       (0.04 )

Net realized gain on investments

      (0.77 )       (0.41 )       (0.26 )        
Decrease from distributions       (1.00 )       (0.43 )       (0.42 )       (0.04 )
Net asset value, end of year     $ 15.95       $ 15.56       $ 15.59       $ 14.59  
Total return(c)       9.53 %       2.56 %(d)       9.96 %(d)       21.96 %(d)
Ratios to average net assets:                                        

Net operating expenses

      1.27 %       1.30 %       1.39 %       1.40 %(e)

Net investment income

      1.52 %       1.19 %       1.13 %       2.14 %(f)
Supplemental data:                                        

Portfolio turnover rate

      29.9 %       54.3 %       28.1 %       46.6 %

Net assets, end of year (000’s)

    $ 409,163       $ 371,560       $ 240,245       $ 104,420  
(a)  
The amounts shown for a share outstanding may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of fund shares in relation to income earned and/or gains (losses) both realized and unrealized during the period.
(b)  
Calculated using average daily shares outstanding.
(c)  
Total return assumes reinvestment of all distributions and does not reflect an initial sales charge.
(d)  
The total returns include the effect of certain contractual fee waivers and/or expense reimbursements.
(e)  
Reflects certain contractual fee waivers and/or expense reimbursements (exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes, organizational and extraordinary expenses) to limit the amount of total operating expenses to 1.40%. The ratio of expenses to average net assets without the effect of fee waivers and/or reimbursements was 1.55% for the year ended September 30, 2009.
(f)  
The ratio of net investment income to average net assets without the effect of certain contractual fee waivers and/or expense reimbursements was 1.99% for the year ended September 30, 2009.

36 See Notes to Financial Statements.



  Financial Highlights   IVA Funds  

IVA International Fund — Class C

For a share of each class of beneficial interest outstanding:

      Year Ended     Year Ended     Year Ended     Year Ended
      September 30,     September 30,     September 30,     September 30,
      2012     2011     2010     2009
Net asset value, beginning of year     $ 15.35       $ 15.48       $ 14.51       $ 12.00  
Increase from investment operations:(a)                                        

Net investment income(b)

      0.11         0.07         0.06         0.17  

Net realized and unrealized gain

      1.15         0.21         1.23         2.36  
Increase from investment operations       1.26         0.28         1.29         2.53  
Decrease from distributions:                                        

Net investment income

      (0.10 )               (0.06 )       (0.02 )

Net realized gain on investments

      (0.77 )       (0.41 )       (0.26 )        
Decrease from distributions       (0.87 )       (0.41 )       (0.32 )       (0.02 )
Net asset value, end of year     $ 15.74       $ 15.35       $ 15.48       $ 14.51  
Total return(c)       8.76 %       1.76 %(d)       9.05 %(d)       21.10 %(d)
Ratios to average net assets:                                        

Net operating expenses

      2.02 %       2.06 %       2.15 %(e)       2.15 %(e)

Net investment income

      0.74 %       0.42 %       0.41 %(f)       1.38 %(f)
Supplemental data:                                        

Portfolio turnover rate

      29.9 %       54.3 %       28.1 %       46.6 %

Net assets, end of year (000’s)

    $ 77,882       $ 79,196       $ 55,824       $ 19,028  
(a)  
The amounts shown for a share outstanding may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of fund shares in relation to income earned and/or gains (losses) both realized and unrealized during the period.
(b)  
Calculated using average daily shares outstanding.
(c)  
Total return assumes reinvestment of all distributions and does not reflect a contingent deferred sales charge.
(d)  
The total returns include the effect of certain contractual fee waivers and/or expense reimbursements.
(e)  
Reflects certain contractual fee waivers and/or expense reimbursements (exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes, organizational and extraordinary expenses) to limit the amount of total operating expenses to 2.15%. The ratio of expenses to average net assets without the effect of fee waivers and/or reimbursements was 2.17% and 2.49% for the years ended September 30, 2010 and 2009, respectively.
(f)  
The ratio of net investment income to average net assets without the effect of certain contractual fee waivers and/or expense reimbursements was 0.38% and 1.04% for the years ended September 30, 2010 and 2009, respectively.

See Notes to Financial Statements. 37



  Financial Highlights   IVA Funds  

IVA International Fund — Class I

For a share of each class of beneficial interest outstanding:

    Year Ended     Year Ended     Year Ended     Year Ended
    September 30,     September 30,     September 30,     September 30,
    2012     2011     2010     2009
Net asset value, beginning of year   $ 15.60       $ 15.62       $ 14.62       $ 12.00  
Increase from investment operations:(a)                                      

Net investment income(b)

    0.27         0.24         0.21         0.31  

Net realized and unrealized gain

    1.16         0.21         1.24         2.35  
Increase from investment operations     1.43         0.45         1.45         2.66  
Decrease from distributions:                                      

Net investment income

    (0.27 )       (0.06 )       (0.19 )       (0.04 )

Net realized gain on investments

    (0.77 )       (0.41 )       (0.26 )        
Decrease from distributions     (1.04 )       (0.47 )       (0.45 )       (0.04 )
Net asset value, end of year   $ 15.99       $ 15.60       $ 15.62       $ 14.62  
Total return(c)     9.81 %       2.86 %(d)       10.19 %(d)       22.28 %(d)
Ratios to average net assets:                                      

Net operating expenses

    1.02 %       1.05 %       1.13 %       1.15 %(e)

Net investment income

    1.79 %       1.45 %       1.44 %       2.41 %(f)
Supplemental data:                                      

Portfolio turnover rate

    29.9 %       54.3 %       28.1 %       46.6 %

Net assets, end of year (000’s)

  $ 2,280,940       $ 1,813,032       $ 1,067,427       $ 360,075  
(a)  
The amounts shown for a share outstanding may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of fund shares in relation to income earned and/or gains (losses) both realized and unrealized during the period.
(b)  
Calculated using average daily shares outstanding.
(c)  
Total return assumes reinvestment of all distributions.
(d)  
The total returns include the effect of certain contractual fee waivers and/or expense reimbursements.
(e)  
Reflects certain contractual fee waivers and/or expense reimbursements (exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes, organizational and extraordinary expenses) to limit the amount of total operating expenses to 1.15%. The ratio of expenses to average net assets without the effect of fee waivers and/or reimbursements was 1.28% for the year ended September 30, 2009.
(f)  
The ratio of net investment income to average net assets without the effect of certain contractual fee waivers and/or expense reimbursements was 2.28% for the year ended September 30, 2009.

38 See Notes to Financial Statements.



 Notes to Financial Statements IVA Funds 

Note 1 – Organization and Significant Accounting Policies

IVA Fiduciary Trust (the “Trust”) consists of the IVA Worldwide Fund (the “Worldwide Fund”) and IVA International Fund (the “International Fund”) (each, a “Fund” and, together, the “Funds”). The Worldwide Fund and the International Fund are each an investment portfolio of the Trust, an open-end series management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a Massachusetts business trust. The Funds commenced investment operations on October 1, 2008. The Worldwide Fund seeks long-term growth of capital by investing in a range of securities and asset classes from markets around the world, including U.S. markets. The International Fund seeks long-term growth of capital by investing in a range of securities and asset classes from markets around the world.

The following are significant accounting policies followed by the Funds in the preparation of their financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates. Preparation of these financial statements in conformity with U.S. GAAP requires the Funds’ management to make estimates and assumptions that may affect the amounts reported in the financial statements and related notes. Actual results could differ from these estimates.

Valuation of the Funds. The net asset value per share (“NAV”) of a Fund’s shares of a particular class is calculated each day that the New York Stock Exchange (“NYSE”) is open.

Listed equity securities are generally valued at the last sale price on the exchange that is the primary market for such securities. Equity securities listed on the NASDAQ Stock Exchange (“NASDAQ”) are generally valued using the NASDAQ Official Closing Price. If no sales or closing prices are reported during the day, equity securities are generally valued at the mean of the last available bid and asked quotations on the exchange or market on which the security is primarily traded, or using other market information obtained from a quotation reporting system, established market makers, or pricing services. If there is only a bid or only an asked price on such date, valuation will be at such bid or asked price for long and short positions, respectively. Over-the-counter (“OTC”) equity securities not listed on NASDAQ are generally valued at the mean of the last available bid and asked quotations on the market on which the security is primarily traded, or using other market information obtained from a quotation reporting system, established market makers or pricing services. If there is only a bid or only an asked price on such date, valuation will be at such bid or asked price for long or short positions, respectively.

Precious metals, including gold bullion, are valued at the spot price at the time trading on the NYSE closes (normally 4:00 p.m. E.S.T.).

Debt securities (except for short-term investments as described below) for which market quotations are readily available are valued at the mean between the last bid and asked prices received from dealers in the OTC market in the U.S. or abroad, except that when no asked price is available, debt securities are valued at the last bid price alone. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost, which approximates fair value.

Forward foreign currency contracts are valued at the current cost of offsetting such contracts.

Futures contracts are valued daily at the official settlement price determined by the exchange on which they are traded.

The value of any investment that is listed or traded on more than one exchange or market is based on the exchange or market determined by International Value Advisers, LLC (the “Adviser”) to be the primary trading venue for that investment. A quotation from the exchange or market deemed by the Adviser to be the secondary trading venue for a particular investment may be relied upon in instances where a quotation is not available on the primary exchange or market.

The Board of Trustees of the Trust (the “Board”) has established a Pricing and Fair Valuation Committee (the “Committee”) comprised of officers of the Adviser to which it has delegated the responsibility for overseeing the implementation of the Funds’ valuation procedures and fair value determinations made on behalf of the Board. The Committee may determine that market quotations are not readily available due to events relating to a single issuer (e.g., corporate actions or announcements) or events relating to multiple issuers (e.g., governmental actions or natural disasters). The Committee may determine that there has been a significant decrease in the volume and level of activity for an asset or liability whereby transactions or quoted prices may not be determinative of fair value. The Committee may determine the fair value of investments based on information provided by pricing services and other third parties, including broker-dealers and other market intermediaries, which may recommend fair value prices

  39



 Notes to Financial Statements IVA Funds 

or adjustments with reference to other securities, indices or assets. For securities that do not trade during NYSE hours or securities for which there is a foreign market holiday when the NYSE is open, fair valuation determinations are based on analyses of market movements after the close of those securities’ primary markets, and include reviews of developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities or baskets of foreign securities. Fair value pricing may require subjective determinations about the value of an asset or liability. Fair values used to determine the Funds’ NAVs may differ from quoted or published prices, or from prices that are used by others, for the same investments. The use of fair value pricing may not always result in adjustments to the prices of securities or other assets or liabilities held by the Funds.

Fair Value Measurement. The Funds adhere to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820-10-65 (“ASC 820-10-65”),Fair Value Measurements and Disclosures and Accounting Standards Update No. 2011-04, Fair Value Measurement and Disclosures - Amendments to Achieve Common Fair Value Measurement Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (ASU 2011 – 04). ASC 820-10-65 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Funds’ assets and liabilities, and requires additional disclosure about fair value. ASU 2011-04 provides for the disclosure of any transfers between Level 1 and Level 2 investments. The hierarchy of inputs is summarized below:

Level 1 –   quoted prices in active markets for identical investments
 
Level 2 –   other significant observable inputs (including quoted prices for similar or identical investments, interest rates, prepayment speeds, credit risk, other observable market data, etc.)
 
Level 3 –   significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The following is a summary of the inputs used in valuing the Worldwide Fund’s assets and liabilities at fair value:

ASSETS   Quoted Prices in   Other Significant   Significant        
  Active Markets   Observable   Unobservable        
  for Identical   Inputs   Inputs        
  Investments (Level 1)   (Level 2)   (Level 3)   Total
 
Common stocks(a):

Foreign

  $ 2,972,523,441                 $ 2,972,523,441  

United States

    2,653,928,036     $ 940,430             2,654,868,466  
Convertible preferred stocks     74,429,560                   74,429,560  
Corporate notes & bonds(a):           818,101,284             818,101,284  
Sovereign government bonds(a):           529,604,598             529,604,598  
Commodities     350,657,261                   350,657,261  
Short-term investments(a):     1,406,959,892                   1,406,959,892  

Unrealized appreciation on open forward foreign currency contracts

          6,425,590             6,425,590  
 
Total assets   $ 7,458,498,190     $ 1,355,071,902           $ 8,813,570,092  
 
LIABILITIES                                
 

Unrealized depreciation on open forward foreign currency contracts

        $ (1,784,184 )         $ (1,784,184 )
 
(a) See Schedule of Investments for additional detailed categorization.

The Fund’s policy is to recognize transfers between levels as of the end of the reporting period. At September 30, 2012, securities valued at $2,505,427,924 were transferred from Level 2 to Level 1 within the fair value hierarchy because quoted, active market prices that were representative of fair value became available. For the years ended September 30, 2012 and September 30, 2011, there were no Level 3 assets or liabilities held in the Worldwide Fund.

40



 Notes to Financial Statements IVA Funds 

The following is a summary of the inputs used in valuing the International Fund’s assets and liabilities at fair value:

ASSETS   Quoted Prices in   Other Significant   Significant        
  Active Markets   Observable   Unobservable        
  for Identical   Inputs   Inputs        
  Investments (Level 1)   (Level 2)   (Level 3)   Total
 
Common stocks(a):

Foreign

  $ 1,615,007,470                 $ 1,615,007,470  
Corporate notes & bonds(a)         $ 201,664,282             201,664,282  
Sovereign government bonds(a)           214,037,608             214,037,608  
Commodities     105,078,186                   105,078,186  
Short-term investments(a)     612,784,899                   612,784,899  

Unrealized appreciation on open forward foreign currency contracts

          1,794,914             1,794,914  
 
Total assets   $ 2,332,870,555     $ 417,496,804           $ 2,750,367,359  
 
LIABILITIES                                
 

Unrealized depreciation on open forward foreign currency contracts

        $ (480,071 )         $ (480,071 )
 
(a) See Schedule of Investments for additional detailed categorization.

The Fund’s policy is to recognize transfers between levels as of the end of the reporting period. At September 30, 2012, securities valued at $1,313,909,311 were transferred from Level 2 to Level 1 within the fair value hierarchy because quoted, active market prices that were representative of fair value became available. For the years ended September 30, 2012 and September 30, 2011, there were no Level 3 assets or liabilities held in the International Fund.

Foreign Currency Translation. Portfolio securities and other assets and liabilities initially valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services.

The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of investments held. Such fluctuations are included with the net realized and change in unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on each Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net change in unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments, at the date of valuation, resulting from changes in exchange rates.

Portfolio Transactions and Investment Income. Portfolio transactions are recorded on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Realized gains and losses on investment transactions are determined by the specific identification method.

Class Allocation. Investment income, realized and unrealized gains and losses, and Fund expenses and expense reductions, if any, are allocated daily to the various classes of each Fund pro rata on the basis of relative net assets. Each class bears certain expenses unique to that class. Differences in class-level expenses may result in payment of different per share dividends by each share class.

Distributions to Shareholders. Distributions are recorded on the ex-dividend date and are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. Accordingly, the nature of distributions and composition of net assets for tax purposes differ from those reflected in the accompanying financial statements.

Federal and Other Taxes. It is each Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, each Fund intends to distribute substantially all of its taxable income and net realized gains, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Funds’ financial statements.

  41



 Notes to Financial Statements IVA Funds 

The Funds adhere to the provisions of the FASB Accounting Standards Codification 740-10 (“ASC 740-10”), Accounting for Uncertainty in Income Taxes. This standard defines the threshold for recognizing tax positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” criterion, based on the largest benefit that is more than fifty percent realized. Management has analyzed each Fund’s tax positions taken on federal and state tax returns for all open tax years (current, 2011 and 2010) and determined that no provision for income tax would be required in the Funds’ financial statements. For the year ended September 30, 2012, the Funds did not incur any tax-related interest or penalties.

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

Forward Foreign Currency Contracts. Each Fund engages in buying and selling forward foreign currency contracts to seek to manage the exposure of investments denominated in non-U.S. currencies against fluctuations in relative value. A forward foreign currency contract involves a privately negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date, at a price set at the time of the contract.

Futures Contracts. Each Fund may use interest rate futures contracts for investment purposes. In certain instances, the use of futures contracts can act as a hedge against the effect of interest rate fluctuations on foreign and U.S. investments and/or foreign exchange rates. A futures contract provides for the future sale by one party and purchase by another party of a specified quantity of the security or other financial instrument at a specified price and time.

When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its futures commission merchant a specified amount of liquid assets (“initial margin”). The initial margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. Each Fund expects to earn taxable interest income on its initial margin deposits. At September 30, 2012, the Funds did not have any initial margin deposited with any futures commission merchant. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day, a Fund may pay or receive cash, as necessary, called “variation margin,” equal to the daily change in value of the futures contract. This process is known as “marking to market.” Variation margin does not represent a borrowing or loan by a Fund but is instead a settlement between a Fund and the broker of the amount one would owe the other if the futures contract expired in computing the daily NAVs. Each Fund marks to market its open futures positions.

As of September 30, 2012, the Funds did not have any open futures contracts.

Foreign Investment Risk. Each Fund invests in foreign investments. Foreign investments can involve additional risks relating to political, economic or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. Since foreign exchanges may be open on days when a Fund does not price its shares, the value of the investments in such Fund’s portfolio may change on days when shareholders will not be able to purchase or sell the Fund’s shares.

Indemnification. Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Funds. The Funds have a variety of indemnification obligations under contracts with their service providers. The Funds’ maximum exposure under these arrangements is unknown. However, the Funds have not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Note 2 – Investment Advisory Agreement and Distribution Agreement

International Value Advisers, LLC is the investment adviser of the Funds. The Adviser’s primary business is to provide investment management services to a variety of investment vehicles, including the Funds. The Adviser is responsible for all business activities and oversight of the investment decisions made for the Funds.

In return for providing investment advisory services to the Funds, each Fund pays the Adviser an investment advisory fee, calculated daily and paid monthly, at an annual rate of 0.90% of each Fund’s average daily net assets.

The Adviser had contractually agreed to waive fees and/or reimburse expenses (exclusive of acquired fund fees and expenses, brokerage expenses, interest expense, taxes, organizational and extraordinary expenses) to limit the amount of each Fund’s total annual operating expenses to 1.40%, 2.15% and 1.15% of each Fund’s average daily net assets for Class A, Class C and Class I shares, respectively. This agreement was in effect until January 31, 2012. For the year ended September 30, 2012, the Funds had no fees waived and/or expenses reimbursed.

42



 Notes to Financial Statements IVA Funds 

The Funds have adopted Distribution and Services Plans (“12b-1 Plans”), pursuant to Rule 12b-1 under the 1940 Act. Under those 12b-1 Plans, the Funds pay a distribution fee with respect to Class A and C shares calculated at the annual rate of 0.25% and 0.75%, respectively, of the average daily net assets of each respective class. The Funds also pay a service fee with respect to Class C shares calculated at the annual rate of 0.25% of the average daily net assets. Class I shares do not participate in 12b-1 Plans. Fees paid under the 12b-1 Plans for the year ended September 30, 2012 are disclosed in the Statements of Operations.

IVA Funds Distributors, LLC, a direct subsidiary of Foreside Distributors, LLC, serves as the Funds’ sole and exclusive distributor.

There is a maximum initial sales charge of 5.00% for Class A shares. Class A shares may be subject to a contingent deferred sales charge (“CDSC”) of 0.75% if $1,000,000 or more of Class A shares were initially purchased, a “finder’s fee” was paid to the dealer of record, and the Class A shares were subsequently redeemed within 18 months.

Class C shares may be subject to a CDSC of 1.00% if shares are redeemed within the first 12 months after purchase.

Note 3 – Investments

For the year ended September 30, 2012, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

    Worldwide   International
    Fund   Fund
 
Purchases   $2,277,949,315   $662,434,875
 
 
Sales   $3,407,443,345   $644,068,642
 

The cost basis of investments for federal income tax purposes is substantially similar to the cost basis under U.S. GAAP. The following information is presented on a federal tax basis as of September 30, 2012.

    Worldwide   International
    Fund   Fund
 
Cost basis of investments   $ 8,470,349,260     $ 2,659,785,580  
 
 
Gross unrealized appreciation   $ 821,772,206     $ 186,412,553  
 
 
Gross unrealized depreciation   $ (484,976,964 )   $ (97,625,688 )
 
Net unrealized appreciation   $ 336,795,242     $ 88,786,865  
 

Note 4 – Derivative Instruments and Hedging Activities

The Funds enter into transactions involving derivative financial instruments in connection with their investing activities. During the year ended September 30, 2012, these instruments included futures and forward foreign currency contracts. These instruments are subject to various risks similar to non-derivative instruments including market, credit and liquidity risks.

The use of derivative instruments may involve risks different from, or potentially greater than, the risks associated with investing directly in investments. Specifically, derivative instruments expose a Fund to the risk that the counterparty to an OTC derivatives contract will be unable or unwilling to make timely settlement payments or otherwise to honor its obligations. OTC derivatives transactions typically can only be closed out with the other party to the transaction. If the counterparty defaults, a Fund will have contractual remedies, but there is no assurance that the counterparty will meet its contractual obligations or that, in the event of default, a Fund will succeed in enforcing them. During the year ended September 30, 2012, the Funds had exposure to OTC derivatives in the form of forward foreign currency contracts.

Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected in the Statements of Assets and Liabilities. The Funds bear the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract, movements in foreign investment security values and changes in interest rates. Credit risks may also arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts.

Futures transactions involve elements of market risk in excess of the amounts reflected in the Statements of Assets and Liabilities. A sale of a futures contract may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the futures contracts and in the securities positions covering those contracts. In addition, there are significant differences between securities markets and futures markets that could result in an imperfect correlation between the markets. The degree of imperfection of correlation depends on circumstances such as variations

  43



 Notes to Financial Statements IVA Funds 

in speculative market demand for futures, including technical influences in futures trading, and differences between the financial instruments held by a Fund and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities and creditworthiness of issuers.

The Funds adhere to FASB Accounting Standards Codification 815-10-50 (“ASC 815-10-50”), Derivative Instruments and Hedging Activities. ASC 815-10-50 requires enhanced disclosure about a Fund’s derivative and hedging activities, including how such activities are accounted for and their effect on a Fund’s financial positions, performance and cash flow.

The following summary for each Fund is grouped by risk-type and provides information about the fair value and location of derivatives within the Statements of Assets and Liabilities at September 30, 2012.

Worldwide Fund

    Statements of Assets        
Risk-Type Category   and Liabilities Location   Fair Value
 
Foreign exchange   Unrealized appreciation on open forward foreign currency contracts   $ 6,425,590  
 
 
Foreign exchange   Unrealized depreciation on open forward foreign currency contracts   $ (1,784,184 )
 
Total       $ 4,641,406  
 

International Fund

    Statements of Assets        
Risk-Type Category   and Liabilities Location   Fair Value  
 
Foreign exchange   Unrealized appreciation on open forward foreign currency contracts   $ 1,794,914  
 
 
Foreign exchange   Unrealized depreciation on open forward foreign currency contracts   $ (480,071 )
 
Total       $ 1,314,843  
 

The following is a summary for each Fund grouped by risk-type that provides information about the effect of derivatives and hedging activities on the Funds’ Statements of Operations for the year ended September 30, 2012.

Worldwide Fund

                Change in
                Unrealized
        Realized   Appreciation/
Risk-Type Category   Derivative Instrument   Gain/(Loss)   (Depreciation)
 
Foreign exchange   Forward foreign currency contracts   $ 53,202,650     $ 432,597  
 
 
Interest rate   Futures contracts     (35,978,750 )     (1,300,135 )
 
Total       $ 17,223,900     $ (867,538 )
 

International Fund

                Change in
                Unrealized
        Realized   Appreciation/
Risk-Type Category   Derivative Instrument   Gain/(Loss)   (Depreciation)
 
Foreign exchange   Forward foreign currency contracts   $ 16,849,684     $ 726,369  
 
 
Interest rate   Futures contracts     (5,458,783 )     (1,215,890 )
 
Total       $ 11,390,901     $ (489,521 )
 

During the year ended September 30, 2012, the Worldwide Fund had average notional values of $1,453,128,893 and $1,634,310,390 on futures contracts to sell and open forward foreign currency contracts to sell, respectively.

44



 Notes to Financial Statements IVA Funds 

During the year ended September 30, 2012, the International Fund had average notional values of $287,648,028 and $691,101,178 on futures contracts to sell and open forward foreign currency contracts to sell, respectively.

Note 5 – Shares of Beneficial Interest

At September 30, 2012, the Trust had an unlimited number of shares of beneficial interest authorized with a par value of $0.001 per share. The Funds have the ability to issue multiple classes of shares. Each share of a class represents an identical interest and has the same rights, except that each class bears certain direct expenses specifically related to the distribution of its shares.

Transactions in shares of each class of each Fund were as follows:

Worldwide Fund

    Year Ended   Year Ended
    September 30, 2012   September 30, 2011
 
    Shares     Amount   Shares     Amount
 
Class A                                    

Shares sold

    24,252,544       $ 386,175,025       77,064,980       $ 1,305,447,075  

Shares reinvested

    8,769,980         132,163,588       3,193,627         52,918,403  

Shares repurchased

    (56,993,255 )       (900,593,106 )     (27,954,413 )       (470,342,110 )
 
Net Increase (Decrease)     (23,970,731 )     $ (382,254,493 )     52,304,194       $ 888,023,368  
 
Class C                                    

Shares sold

    8,010,244       $ 125,497,599       47,513,071       $ 798,982,437  

Shares reinvested

    3,513,529         52,702,931       1,080,716         17,831,811  

Shares repurchased

    (24,677,438 )       (385,997,451 )     (9,895,422 )       (165,777,839 )
 
Net Increase (Decrease)     (13,153,665 )     $ (207,796,921 )     38,698,365       $ 651,036,409  
 
Class I                                    

Shares sold

    80,993,175       $ 1,287,910,370       162,536,444       $ 2,756,422,981  

Shares reinvested

    14,489,492         218,356,649       4,334,310         71,819,512  

Shares repurchased

    (93,682,460 )       (1,477,737,989 )     (39,177,738 )       (660,210,158 )
 
Net Increase     1,800,207       $ 28,529,030       127,693,016       $ 2,168,032,335  
 

International Fund

    Year Ended   Year Ended
    September 30, 2012   September 30, 2011
 
    Shares     Amount   Shares     Amount
 
Class A                                    

Shares sold

    8,542,771       $ 129,202,545       12,031,409       $ 195,512,821  

Shares reinvested

    1,298,458         18,879,577       447,147         7,091,792  

Shares repurchased

    (8,071,341 )       (124,179,381 )     (4,011,657 )       (66,294,705 )
 
Net Increase     1,769,888       $ 23,902,741       8,466,899       $ 136,309,908  
 
Class C                                    

Shares sold

    522,825       $ 7,869,318       1,932,225       $ 31,162,113  

Shares reinvested

    231,655         3,342,778       72,938         1,148,042  

Shares repurchased

    (964,507 )       (14,616,018 )     (452,967 )       (7,372,331 )
 
Net Increase (Decrease)     (210,027 )     $ (3,403,922 )     1,552,196       $ 24,937,824  
 
Class I                                    

Shares sold

    35,950,689       $ 550,649,143       57,781,854       $ 943,304,973  

Shares reinvested

    6,884,338         100,167,117       1,800,200         28,551,171  

Shares repurchased

    (16,417,956 )       (251,379,248 )     (11,669,292 )       (191,544,129 )
 
Net Increase     26,417,071       $ 399,437,012       47,912,762       $ 780,312,015  
 

  45



 Notes to Financial Statements IVA Funds 

Redemption Fees. The Funds impose a redemption fee of 2% of the total redemption amount on the Funds’ shares redeemed within 30 days of buying them or acquiring them by exchange. The purpose of the redemption fee is to deter excessive, short-term trading and other abusive trading practices, and to help offset the costs associated with the sale of portfolio securities to satisfy redemption and exchange requests made by “market timers” and other short-term shareholders, thereby insulating longer-term shareholders from such costs.

Note 6 – Income Tax Information and Distributions to Shareholders

The tax character of distributions paid during the fiscal year ended September 30, 2012 were as follows:

    Worldwide   International
    Fund   Fund
 
Distributions Paid From:                
 
 
Ordinary income   $ 214,074,606     $ 72,910,356  
 
 
Long-Term gains   $ 345,449,300     $ 77,835,367  
 

As of September 30, 2012, the components of accumulated earnings on a tax basis were as follows:

    Worldwide   International
    Fund   Fund
 
Undistributed net investment income   $ 141,700,546     $ 79,738,151  
Undistributed realized gains     61,012,986       35,462,458  
Other book/tax temporary differences(a)     (172,677 )     (125,436 )
Unrealized appreciation/(depreciation)(b)     336,785,598       88,784,900  
 
Total accumulated earnings/(losses)   $ 539,326,453     $ 203,860,073  
 
(a)  

Other book/tax temporary differences are attributable primarily to the tax treatment of offering costs.

(b)  

The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the treatment of passive foreign investment companies, the tax deferral of losses on wash sales and forward foreign currency contracts.

Reclassification. U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. For the year ended September 30, 2012, the following reclassifications have been made:

    Worldwide   International
    Fund   Fund
 
Undistributed net investment income   $ 28,885,926     $ 33,777,844  
 
 
Accumulated net realized gain   $ (54,599,929 )   $ (38,481,984 )
 
 
Paid-in-capital   $ 25,714,003     $ 4,704,140  
 

46



 Report of Independent Registered Public Accounting Firm IVA Funds 

The Board of Trustees and Shareholders of
IVA Fiduciary Trust:
 

We have audited the accompanying statements of assets and liabilities of IVA Worldwide Fund and IVA International Fund (the “Funds”) (the Funds comprising IVA Fiduciary Trust), including the schedules of investments, as of September 30, 2012, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2012, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of IVA Worldwide Fund and IVA International Fund of IVA Fiduciary Trust at September 30, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 
Boston, Massachusetts
November 16, 2012

  47



 Trustees and Officers (unaudited) IVA Funds 

The business and affairs of each Fund are managed under the direction of its Board of Trustees (the “Board”). The Board approves all significant agreements between a Fund and the persons or companies that furnish services to a Fund, including agreements with its investment adviser, distributor, administrator, custodian and transfer agent. The day-to-day operations of the Funds are delegated to the Funds’ investment adviser and administrator. The name, address, age and principal occupations for the past five years of the Trustees and officers of the Trust are listed below, along with the number of portfolios in the Fund complex overseen by and the other directorships held by each Trustee. Each Trustee’s mailing address is c/o International Value Advisers, LLC, 717 Fifth Avenue, New York, NY 10022.

Independent Trustees(a)

                Number of    
                Portfolios    
        Term of       in the Fund    
    Position(s)   Office (b) and   Principal   Complex   Other Directorships/
    Held with   Length of   Occupation(s) During   Overseen   Trusteeships
Name (Birth Year)   the Trust   Time Served   Past 5 Years   by Trustee   Held by Trustee
                     
Adele R. Wailand
(1949)
  Trustee and Chair of the Board   since 2008   Corporate Secretary, Case, Pomeroy & Company, Inc. (real estate and investments); Vice President & General Counsel, Case, Pomeroy & Company, Inc. (prior to 2011).   2   None.
                     
Manu Bammi
(1962)
  Trustee   since 2008   Founder and Chief Executive Officer, SmartAnalyst, Inc. (provider of research and analytics and decision support to businesses).   2   None.
                     
Ronald S. Gutstein
(1971)
  Trustee   since 2008   Institutional Trader and Market Maker, Access Securities (an institutional broker-dealer).   2   None.


(a)   Trustees who are not “interested persons” of the Trust as defined in the 1940 Act.
(b)   Each Trustee serves until resignation or removal from the Board.

48



 Trustees and Officers (unaudited) IVA Funds 

Interested Trustee

                Number of
                Portfolios
        Term of       in the Fund
    Position(s)   Office (a) and   Principal   Complex
    Held with   Length of   Occupation(s) During   Overseen
Name (Birth Year)   the Trust   Time Served   Past 5 Years   by Trustee
                 
Michael W.
Malafronte(b)
(1974)
  President and Trustee   since 2008   Managing Partner, the Adviser (since 2010); CEO and Research Analyst, the Adviser (2007-2010); Senior Research Analyst, Arnhold and S. Bleichroeder Advisers, LLC (“ASB”) (asset management advisory services) (2005-2007).   2


(a)   Each Trustee serves until resignation or removal from the Board.
(b)   Mr. Malafronte is considered an interested trustee due to his position as Managing Partner of the Adviser.

Officers of the Trust

        Term of    
        Office and    
    Position(s)   Length of    
    Held with   Time    
Name (Birth Year) and Address(a)   the Trust   Served (b)   Principal Occupation(s) During Past 5 Years
             
Shanda Scibilia
(1971)
  Chief Compliance Officer and Secretary   since 2008   Chief Operating Officer and Chief Compliance Officer, the Adviser (since 2008); acting Chief Operating Officer and head of compliance, Oppenheimer & Close (from 1998 to 2008).
             
Stefanie J. Hempstead
(1973)
  Treasurer   since 2008   Chief Financial Officer, the Adviser (since 2008); Senior Vice President, ASB (prior to 2008); Vice President, ASB Securities LLC (prior to 2008); Vice President and Treasurer, First Eagle Funds and First Eagle Variable Funds (prior to 2008).
             
Christopher W. Hine
(1978)
  Assistant Treasurer   since 2010   Director of Accounting, the Adviser (since 2009); Manager, Citco Fund Services (2008); Assistant Vice President, ASB (from 2006 to 2007).
             
Philip F. Coniglio
(1981)
  Assistant Secretary   since 2011   Fund Operations Manager, the Adviser (since 2009); Director, Morgan Stanley (from 2007 to 2009); Manager, Morgan Stanley (from 2006 to 2007).


(a)   Each officer’s mailing address is c/o International Value Advisers, LLC, 717 Fifth Avenue, New York, NY 10022.
(b)  
The term of office of each officer is indefinite. Length of time served represents time served as an officer of the Trust, although various positions may have been held during the period.

  49



 Additional Information (unaudited) IVA Funds 

Board Approval of Investment Advisory Agreement. At telephonic and in-person meetings held on May 16, 2012 and May 21, 2012, respectively, the Board of Trustees of the Trust (the “Board”), including all of the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) discussed the Investment Advisory Agreement (the “Advisory Agreement”) related to the Funds.

To assist the Board in its evaluation of the Advisory Agreement, the Independent Trustees received comprehensive written materials and other information, in adequate time in advance of the meeting, which outlined, among other things, (i)information confirming the financial condition of the Adviser and the Adviser’s profitability derived from its relationship with each Fund, (ii) information as to the advisory fee rates paid to the Adviser by each Fund and each other fund or account managed by the Adviser, (iii)information as to the advisory fee rates paid by mutual funds to other advisers selected by Lipper, Inc. (“Lipper”) and by the Adviser, (iv)a description of the personnel and the nature and quality of the services provided by the Adviser, (v)information on compliance matters; (vi) comparative information on investment performance of the Funds, and (vii) information regarding brokerage and portfolio transactions of the Funds. The Independent Trustees reviewed the materials provided by the Adviser, which included, among other things, information prepared by Lipper containing detailed contractual management fee, expense ratio and performance comparisons for each Fund with other mutual funds in their “peer group” and “universe” as determined by the Lipper methodology, as well as for each Fund with other mutual funds in a peer group selected by the Adviser. The Independent Trustees had reviewed the memorandum prepared by Sidley Austin LLP (“Sidley Austin”), Independent Trustee Counsel, outlining the legal duties of the Independent Trustees in evaluating investment advisory arrangements.

In addition, it was noted, the Independent Trustees took into account information furnished throughout the year at regular Board meetings, including reports on investment performance, shareholder services, distribution fees and expenses, regulatory compliance and other services provided to each Fund. The Independent Trustees also considered other matters they deemed important to the approval process, such as allocation of Fund brokerage commissions, and other direct and indirect benefits to the Adviser from its relationship with the Funds. The Trustees met throughout the year with the portfolio managers of the Funds. It was noted that the Independent Trustees, in their deliberations, recognized that for many of the Funds’ shareholders, the decision to purchase Fund shares included a decision to select the Adviser as the investment adviser for their investments and that there was a strong association in the minds of Fund shareholders between the Adviser and each Fund.

In considering factors relating to the approval of the continuance of the Advisory Agreement, Sidley Austin had provided the Independent Trustees with assistance and advice. With respect to the Advisory Agreement, although it related to both Funds, the Independent Trustees had considered each Fund separately. The Independent Trustees were satisfied that the information requested, including the supplemental information request, provided the Independent Trustees with the information that they believed, in the exercise of their business judgment, was pertinent, sufficient and comprehensive for the purposes of their evaluation of the continuation of each agreement and each plan. Among other factors, the Trustees noted that they considered the following:

The nature, extent and quality of services provided by the Adviser: The Independent Trustees reviewed the services that the Adviser provides to each Fund, including, but not limited to, making the day-to-day investment decisions for each Fund, and generally managing each Fund’s investments in accordance with the stated policies of the Fund. The Independent Trustees noted that throughout the year they discussed with officers and portfolio managers of the Funds the types of transactions that were being done on behalf of each Fund. Additionally, the Independent Trustees took into account the services provided by the Adviser to its other accounts that have investment mandates similar to the Funds. In particular, they noted the greater level of portfolio management, compliance and administrative oversight services required for the Funds, mutual funds registered under the 1940 Act, as compared to the Adviser’s institutional accounts. The Independent Trustees also considered the education, background and experience of the Adviser’s personnel, noting in particular that the favorable history and reputation of the portfolio managers for the Funds have had, and are likely to continue to have, a favorable impact on the Funds. In this regard, the significant growth of the Funds during the period since inception on October 1, 2008 was noted, as well as the Fund’s imposition of a soft close and its subsequent impact on asset growth. The Independent Trustees additionally noted the Adviser’s ability to attract quality and experienced personnel and its continued investment in the growth of its business. The Independent Trustees also considered the administrative services provided by the Adviser, including compliance and accounting services, and oversight of third party service providers. After considering the above factors, the Trustees concluded that the nature, quality and extent of services provided by the Adviser are adequate and appropriate and would continue to be suitable for each Fund. The Independent Trustees’ evaluation of the nature and quality of the services provided to the Adviser supported continuation of the Advisory Agreement.

Investment performance of each Fund and the Adviser: The Independent Trustees considered the investment performance of each Fund compared to the Lipper peer funds, the Lipper universe of funds, the peer funds selected by the Adviser and the relevant benchmark index. The Independent Trustees noted that the Funds have been in operation since October 1, 2008, and also noted the extreme volatility in the markets during the period since the Funds commenced operations. It was noted that the Lipper material presented performance information since inception and for the one year and three year periods ended December 31, 2011. It was

50



 Additional Information (unaudited) IVA Funds 

noted that, since inception and for the three year period, the IVA Worldwide Fund outperformed the median of the Lipper peer group and was at the median for the one year period of the Lipper peer group. Also, the Independent Trustees noted that the IVA Worldwide Fund since inception outperformed the average of the Lipper peer group, and was below the average of the Lipper peer group for the one year and three year periods. It was also noted that since inception, and for the one year and three year periods, the IVA Worldwide Fund outperformed the average and the median for the Lipper universe funds. Since inception and for the one year period, the Independent Trustees noted that the IVA Worldwide Fund outperformed the average and the median of the peer funds selected by the Adviser, but underperformed the average and the median of these funds for the three year period. With respect to the IVA International Fund, the Independent Trustees noted that since inception and for the one and three year periods, the Fund outperformed the average and the median of the Lipper peer group and the Lipper universe. It was also noted that since inception and for the one year period, the IVA International Fund outperformed the average and the median of the peer funds selected by the Adviser. For the three year period, it was noted that the IVA International Fund outperformed the average of the peer funds selected by the Adviser, and that the Class I shares outperformed the median and the Class A shares underperformed the median of the peer funds selected by the Adviser. Since inception through March 31, 2012, the Independent Trustees also noted that the performance of the IVA Worldwide Fund and the IVA International Fund exceeded the performance of each Fund’s benchmark index (the MSCI All Country World Index in the case of the IVA Worldwide Fund and the MSCI All Country World ex-U.S. Index in the case of the IVA International Fund). The Independent Trustees also noted each Fund’s favorable Morningstar risk-adjusted performance since inception compared to the Lipper peer funds and the peer funds selected by the Adviser as indicated in the materials provided by the Adviser. The Independent Trustees considered the performance of the Funds in light of the Adviser’s investment approach of focusing on preservation of capital over the short-term and seeking to outperform each Fund’s benchmark over the long term, asset allocation and the overall financial market conditions. They also noted that the Adviser’s interests were well-aligned with the Funds’ shareholders as a result of the significant investment in the Funds by the Adviser’s partners. The Independent Trustees determined that each Fund’s performance, in light of all the considerations noted above, was satisfactory. The Independent Trustees determined that the Adviser continued to be an appropriate investment adviser for each Fund and concluded that each Fund’s performance supported the continuation of the Advisory Agreement.

Cost of the services provided and profits realized by the Adviser from its relationship with each Fund: The Independent Trustees considered the investment advisory fee payable by each Fund as well as total expense ratios. The Independent Trustees considered each Fund’s contractual management fee at common asset levels compared to the Lipper peer funds. It was noted that each Fund’s contractual management fee was above the median and the average for the Lipper peer funds. The Independent Trustees noted that the contractual management fee for the IVA Worldwide Fund was slightly higher than the average and median of the peer funds selected by the Adviser and that the contractual management fee rate for the IVA International Fund was slightly higher than the average and almost equal to the median of the peer funds selected by the Adviser. With respect to the peer funds selected by the Adviser, the Independent Trustees noted that the contractual management fee rate paid by the Funds to the Adviser was lower than the fee charged by a number of advisers similar in size to the Adviser. The Independent Trustees also noted that the IVA Worldwide Fund’s actual total expense ratio was higher than the median and the average of the Lipper peer funds, but equal to the median of the Lipper universe funds, and that the IVA International Fund’s actual total expense ratio was lower than the median and the average of the Lipper peer and universe funds. They also noted that the total expense ratio for the Class A shares of both Funds was slightly higher than the average and median total expense ratio of the peer funds selected by the Adviser, while the total expense ratio for the Class I shares of both Funds was lower than the average and median total expense ratio of the peer funds selected by the Adviser. The Independent Trustees noted that the total expense ratio for each Fund had declined since the Funds commenced operations and that this decline correlated with the growth in the assets of the Funds. The Independent Trustees concluded that each Fund’s current expense structure is satisfactory.

The Independent Trustees also reviewed the fee schedule in effect for managed separate accounts, and considered that the fees charged to those accounts were lower than those charged to the Funds. The Independent Trustees were aware of the significant shareholder services, legal and regulatory requirements associated with the Adviser’s management of the Funds that was not required in servicing separate accounts.

The Independent Trustees also reviewed information regarding the profitability to the Adviser of its relationship with each Fund. The Independent Trustees considered the level of the Adviser’s profits, the change in profitability over time, and whether the profits were reasonable. The Independent Trustees took into consideration other benefits to be derived by the Adviser in connection with the Advisory Agreement. Since the Adviser has no affiliates with business relationships with the Funds, the Independent Trustees noted that the Adviser receives no additional revenues from providing other services to the Funds. Moreover, the Independent Trustees noted that the Adviser’s interests are well-aligned with the Funds’ shareholders in the efficient management of the services and costs of the third-party service providers to the Funds. The Independent Trustees took into consideration the “soft dollar” research the Adviser receives from brokers which benefits the Funds and other Adviser clients and which might offset expenses the Adviser would otherwise incur. The Independent Trustees also noted the Adviser’s willingness to soft close both Funds and its other investment products to most new investors in order to best execute its investment strategy on behalf of the existing Fund

  51



 Additional Information (unaudited) IVA Funds 

shareholders and investors, although this would be expected to limit the Adviser’s profitability while offering a shareholder benefit. The Independent Trustees further noted the continuing investment by the Adviser in both its infrastructure and staff. The Independent Trustees also considered the entrepreneurial risk and financial exposure assumed by the Adviser in developing and managing the Funds. They noted that the development and management of the Funds requires a high degree of knowledge, sophistication and judgment and potentially subjected the Adviser to substantial financial exposure. The Independent Trustees concluded that the profits realized by the Adviser from its relationship with each Fund were reasonable and consistent with fiduciary duties. The Independent Trustees’ evaluation of the Adviser’s profitability supported continuation of the Advisory Agreement.

The extent to which economies of scale would be realized as the Funds grow and whether fee levels would reflect such economies of scale: The Independent Trustees noted that they considered whether there have been economies of scale in respect to the management of each Fund, whether each Fund appropriately benefitted from any economies of scale and whether there is potential for realization of any further economies of scale. The Independent Trustees noted that the total expense ratio of each Fund had declined since the Funds commenced operations due to the growth in the assets of the Funds. They also noted, however, that since the Funds were closed to most new investors, it was not likely that there would be a significant further increase in Fund assets, or a significant decrease in the total expense ratio, in the foreseeable future, as evidenced by the relatively stable size of the Funds’ assets since the imposition of the soft close. The Independent Trustees again noted the continuing investment by the Adviser in both its infrastructure and staff which are expected to benefit the Funds and their shareholders. The Independent Trustees concluded that the current fee structure for each Fund was reasonable, that shareholders sufficiently participated in economies of scale at the present time at current asset levels and that no changes were currently necessary. The Independent Trustees’ evaluation of the economies of scale supported continuation of the Advisory Agreement.

Comparison of services rendered and fees paid to those under other investment advisory contracts, such as contracts of the same and other investment advisers or other clients: The Independent Trustees noted that they compared the services rendered and the fees paid under the Advisory Agreement with those under other investment management contracts of other investment advisers managing funds deemed comparable. The Independent Trustees stated that they also considered the services rendered and fees paid under the Advisory Agreement as compared to the Adviser’s other management contracts with institutional and other accounts with similar investment mandates. As noted above, the Independent Trustees acknowledged the greater level of portfolio management, compliance and administrative oversight services required for the Funds, as well as the higher level of financial exposure assumed, as compared to the Adviser’s institutional accounts and other investment funds. The Independent Trustees determined that, on a comparative basis, the fee under the Advisory Agreement for each Fund was reasonable in relation to the services provided to the Funds, and was lower than the fees charged by the Adviser to its other investment funds. The Independent Trustees’ evaluation of the Adviser’s other fee arrangements and of competitor mutual funds supported continuation of the Advisory Agreement.

Accordingly, in light of each of the findings and taken as a whole, the Independent Trustees determined that, on a comparative basis, the fee under the Advisory Agreement for each Fund was reasonable in relation to the services provided and could have been the product of an arm’s length bargain. No single factor was cited as determinative to the decision of the Trustees. Rather, after weighing all of the consideration and conclusions discussed above, the Trustees, including the Independent Trustees, unanimously recommended approval of the continuation of the Advisory Agreement for each Fund.

Proxy Voting. Information on how the Funds voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio transactions are available (1) without charge, upon request, by calling 866-941-4482, and (2) on the Securities and Exchange Commission (“SEC”) website at www.sec.gov by accessing the Funds’ Form N-PX and Statement of Additional Information in the Funds’ registration statement on Form N-1A.

Schedules of Portfolio Holdings. The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Form N-Q is available on the SEC’s website at www.sec.gov. The Funds’ Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. To obtain the Funds’ Form N-Q, shareholders can call 866-941-4482.

Trustees and Officers of the Funds. Additional information about Trustees and officers of the Funds is included in the Statement of Additional Information which is available, without charge, upon request, by calling 866-941-4482.

52



 Fund Expenses (unaudited) IVA Funds 

As a shareholder of the Funds, you may incur two types of costs: (1) transaction costs, including initial sales charges and/or redemption fees; and (2) ongoing costs, including investment advisory fees, distribution and/or service (12b-1) fees and other operating fund expenses. The information on this page is intended to help you understand your ongoing costs of investing in the Funds 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 on April 1, 2012 and held for the six months ended September 30, 2012.

ACTUAL EXPENSES

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

BASED ON ACTUAL TOTAL RETURN FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2012(a)

    Actual                   Annualized   Expenses
    Total   Beginning   Ending   Expense   Paid During
    Return   Account Value   Account Value   Ratio   the Period(b)

Worldwide Fund

                                       

Class A

    –0.80 %   $ 1,000.00     $ 992.00       1.27 %   $ 6.32  

Class C

    –1.17 %     1,000.00       988.30       2.02 %     10.04  

Class I

    –0.67 %     1,000.00       993.30       1.02 %     5.08  

International Fund

                                       

Class A

    1.66 %   $ 1,000.00     $ 1,016.60       1.27 %   $ 6.40  

Class C

    1.35 %     1,000.00       1,013.50       2.02 %     10.17  

Class I

    1.85 %     1,000.00       1,018.50       1.02 %     5.15  

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account values and expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Funds and other funds. To do so, compare the 5% hypothetical example relating to the Funds with the 5% hypothetical examples that appear in the shareholder reports of other funds.

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

BASED ON HYPOTHETICAL TOTAL RETURN FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2012

    Hypothetical                   Annualized   Expenses
    Annualized   Beginning   Ending   Expense   Paid During
    Total Return   Account Value   Account Value   Ratio   the Period(b)

Worldwide Fund

                                       

Class A

    5.00 %   $ 1,000.00     $ 1,018.65       1.27 %   $ 6.41  

Class C

    5.00 %     1,000.00       1,014.90       2.02 %     10.18  

Class I

    5.00 %     1,000.00       1,019.90       1.02 %     5.15  

International Fund

                                       

Class A

    5.00 %   $ 1,000.00     $ 1,018.65       1.27 %   $ 6.41  

Class C

    5.00 %     1,000.00       1,014.90       2.02 %     10.18  

Class I

    5.00 %     1,000.00       1,019.90       1.02 %     5.15  


(a)   Assumes reinvestment of all dividends and capital gain distributions, if any.
(b)   Expenses are equal to the Funds’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by 183 days in the most recent fiscal half-year, then divided by 366.

  53



 Important Tax Information (unaudited) IVA Funds 

For the fiscal year ended September 30, 2012, the Funds will designate up to the maximum amount allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for reduced tax rates. These lower rates range from 5% to 15% depending on an individual’s tax bracket. Complete information will be reported in conjunction with Form 1099-DIV.

The Funds may elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding share on September 30, 2012 are as follows:

    Foreign Source   Foreign Tax
    Income   Expense
 
Worldwide Fund   $0.31   $0.03
 
 
International Fund   $0.43   $0.04
 

If elected, the pass-through of the foreign tax credit will affect only those persons who are shareholders on the dividend record date in December 2012. These shareholders will receive more detailed information along with their 2012 Form 1099-DIV.

54









IVA Funds 

www.ivafunds.com

Investment Adviser
International Value Advisers, LLC
717 Fifth Avenue
New York, NY 10022
 
Distributor
IVA Funds Distributors, LLC
3 Canal Plaza, Suite 100
Portland, ME 04101
 
Custodian
State Street Bank and Trust Company
1200 Crown Colony Drive
Quincy, MA 02169
 
Transfer Agent
Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, MA 02169
 
Counsel
K&L Gates LLP
State Street Financial Center
One Lincoln Street
Boston, MA 02111-2950
 
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072
 

This report is submitted for the general information of the Funds’ shareholders. The report is not authorized for distribution to prospective investors in the Funds unless it is accompanied or preceded by the Funds’ current prospectus, which includes information regarding the Funds’ risks, objectives, fees and expenses, experience of its management, and other information.

 

The commentary within An Owner’s Manual, the Letter from the President, the Letter from the Portfolio Managers, and the Management’s Discussion of Fund Performance reflects their current views and opinions as of the date of this report. Any such views are subject to change at any time based upon market or other conditions and IVA Funds disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions are based on numerous factors, may not be relied on as an indication of trading intent. References to specific securities should not be construed as recommendations or investment advice.



Item 2. Code of Ethics.

(a) As of the end of the period covered by this Form N-CSR, the registrant has adopted a code of ethics, as defined in Item 2(b) of Form N-CSR, that applies to the registrant’s principal executive officer and principal financial officer.

(c) The registrant has not amended its code of ethics during the period covered by this Form N-CSR.

(d) The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this Form N-CSR.

(e) Not applicable.

(f) A copy of the registrant’s code of ethics is filed as Exhibit 12(a)(1) to this Form N-CSR.

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant’s Board of Trustees (the “Board”) has determined that the registrant has a member serving on the registrant’s Audit Committee that possess the attributes identified in Form N-CSR to qualify as an “audit committee financial expert.”

(a)(2) The audit committee financial expert is Manu Bammi and he has been deemed to be “independent” as that term is defined in Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The firm of Ernst &Young LLP (“E&Y”) serves as the independent registered public accounting firm for the registrant.

(a) Audit Fees.
For the fiscal years ended September 30, 2011 and September 30, 2012, the aggregate fees billed for professional services rendered by E&Y for the audit of the registrant’s annual financial statements and/or for services that are normally provided by E&Y in connection with statutory and regulatory filings or engagements were $53,400 and $63,000, respectively.

(b) Audit-Related Fees.
For the fiscal years ended September 30, 2011 and September 30, 2012, the aggregate fees billed for assurance and related services rendered by E&Y that are reasonably related to the performance of the audit or review of the registrant’s financial statements and that are not reported under Audit Fees above were $0 and $0, respectively.

For the twelve month periods ended September 30, 2011 and September 30, 2012, the aggregate Audit-Related Fees billed by E&Y that were required to be approved by the registrant’s Audit Committee for audit-related services rendered to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant (the



“Affiliated Service Providers”) that relate directly to the operations and financial reporting of the registrant were $0 and $0, respectively.

(c) Tax Fees.
For the fiscal years ended September 30, 2011 and September 30, 2012, the aggregate fees billed for tax compliance, tax advice and tax planning by E&Y were $20,393 and $18,000, respectively. Services for which fees in the Tax Fees category are billed include E&Y’s review of the registrant’s U.S. federal income tax returns and the required state corporate income tax returns, as well as E&Y’s review of excise tax distribution calculations.

For the twelve month periods ended September 30, 2011 and September 30, 2012, the aggregate Tax Fees billed by E&Y that were required to be approved by the registrant’s Audit Committee for tax compliance, tax advice and tax planning services rendered on behalf of Affiliated Service Providers that relate directly to the operations and financial reporting of the registrant were $0 and $0, respectively.

(d) All Other Fees.
For the fiscal years ended September 30, 2011 and September 30, 2012, the aggregate fees billed by E&Y to the registrant for all services other than services reported under Audit Fees, Audit-Related Fees, and Tax Fees were $0 and $30,000, respectively.

For the twelve month periods ended September 30, 2011 and September 30, 2012, the aggregate fees in this category billed by E&Y that were required to be approved by the registrant’s Audit Committee for services rendered on behalf of Affiliated Service Providers that relate directly to the operations and financial reporting of the registrant were $0 and $0, respectively.

(e)(1) Audit Committee’s Pre-Approval Policies and Procedures.
The registrant’s Audit Committee has the sole authority to pre-approve all audit and non-audit services to be provided by E&Y to the registrant, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)B of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Pre-approval of audit and non-audit services is not required if the engagement to render the services is entered into pursuant to pre-approval policies and procedures established by the Audit Committee (the “Pre-Approval Procedures”). The registrant’s Audit Committee adopted Pre-Approval Procedures on November 9, 2009, which generally permit:

Audit-Related Services consisting of: (i) consultations regarding accounting, operational or regulatory implications, or regulatory/compliance matters of proposed or actual transactions affecting the operations or financial reporting and (ii) other auditing procedures and issuance of special purpose reports;

Tax Services consisting of: (i) recurring tax services and (ii) consultations regarding tax consequences of proposed or actual transactions; and

Other Non-Audit Services including: (i) business support, (ii) other control and regulatory compliance projects and (iii) training.



All such services are subject to a per calendar quarterly limitation.

(e)(2) Percentage of Services.
None of the services described in each of paragraphs (b) through (d) of this Item were approved by the registrant’s Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) For the fiscal years ended September 30, 2011 and September 30, 2012, the aggregate non-audit fees billed by E&Y for services rendered to the registrant were $20,393 and $48,000, respectively.

For the twelve month periods ended September 30, 2011 and September 30, 2012, the aggregate non-audit fees billed by E&Y for services rendered to the Affiliated Service Providers were $0 and $0, respectively.

(h) Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable to the registrant.

Item 6. Schedule of Investments.

(a) The audited schedules of investments are included in the report to shareholders filed under Item 1 of this Form N-CSR.

(b) Not applicable.

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

Not applicable to the registrant.

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

The registrant does not have procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees. The Nominating and Governance



Committee may, in its sole discretion, consider nominees recommended by each Fund’s shareholders.

Item 11. Controls and Procedures.

(a) Within 90 days of the filing date of this Form N-CSR, Michael W. Malafronte, the registrant’s President and Chief Executive Officer, and Stefanie J. Hempstead, the registrant’s Treasurer and Chief Financial Officer, reviewed the registrant’s Disclosure Controls and Procedures and Internal Control over Financial Reporting (the “Procedures”) (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) and evaluated their effectiveness. Based on their review, Mr. Malafronte and Ms. Hempstead determined that the Procedures are reasonably designed to ensure that information required to be disclosed by the registrant on Form N-CSR is accumulated and communicated to the registrant’s management to allow timely decisions regarding required disclosure.

(b) There were no changes in the registrant’s Procedures (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s Procedures.

Item 12. Exhibits.

(a)(1) Code of Ethics referred to in Item 2 is filed herewith.

(a)(2) The certifications required by Rule 30a-2(a) of the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) are filed herewith.

(a)(3) Not applicable.

(b) The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act are filed herewith.

The certifications provided pursuant to Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.



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.

IVA FIDUCIARY TRUST

By:   /s/ Michael W. Malafronte
    Michael W. Malafronte
    President and Chief Executive Officer
     
Date:   November 30, 2012

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

By:   /s/ Michael W. Malafronte
    Michael W. Malafronte
    President and Chief Executive Officer
     
Date:   November 30, 2012
     
By:   /s/ Stefanie J. Hempstead
    Stefanie J. Hempstead
    Treasurer and Chief Financial Officer
     
Date:   November 30, 2012