N-CSR 1 tcbf-ncsra.htm THE COOK & BYNUM FUNDS TRUST ANNUAL REPORT 9-30-23
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 811-22282


Cook & Bynum Funds Trust
(Exact name of registrant as specified in charter)


2830 Cahaba Road
Birmingham, AL 35223
(Address of principal executive offices) (Zip code)

Ms. Amanda Pridgen
2830 Cahaba Road
Birmingham, AL 35223
(Name and address of agent for service)

With copies to:

John Lively
Practus, LLC
11300 Tomahawk Creek Pkwy
Suite 310
Leawood, KS 66211


205-994-2815
Registrant's telephone number, including area code

Date of fiscal year end: September 30



Date of reporting period:  September 30, 2023


Item 1. Reports to Stockholders.

(a)







Annual Report  |  September 30, 2023






Table of Contents
 

Shareholder Letter
   
1
       
Manager Commentary
   
12
       
Disclosure of Fund Expenses
   
16
       
Schedule of Investments
   
18
       
Statement of Assets and Liabilities
   
20
       
Statement of Operations
   
21
       
Statements of Changes in Net Assets
   
22
       
Financial Highlights
   
24
       
Notes to Financial Statements
   
26
       
Report of Independent Registered Public Accounting Firm
   
36
       
Additional Information
   
37

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)

Dear Partners:
 
For the one-year period ended September 30, 2023, The Cook & Bynum Fund (the “Fund”) was up 31.71% while the MSCI All Country World Index (“MSCI ACWI”)1 rose 20.80%.
 
Portfolio Update
 
The Fund delivered positive performance in what has been a market rally driven by the largest U.S. technology companies.  Apple, Microsoft, Nvidia, Amazon, Meta, Tesla, and Alphabet drove nearly 80% of the S&P 500’s2 2023 year-to-date return while the equal weighted S&P 500 returned only 1.8%.  Latin American equities, although mainly driven by Brazil, had a strong year-to-date in 2023 with a tailwind from strengthening currencies that benefitted some of our core holdings in Mexico, Chile, and Peru.
 

The Fund continues to benefit from Mexican economic growth via our positions in an outstanding Coca-Cola bottler, in which we have been shareholders since the Fund’s inception, and the most profitable convenience store operator in the world.  Both positions have been strong contributors to the Fund’s returns over the last year.  The market has responded particularly well to the strategic announcement by our convenience store operator to divest non-core assets, and the position is up more than 100% since our initial investment in late 2020.  We wrote in our semi-annual letter of the booming economy we saw firsthand during our January trip to Monterrey as northern Mexico is an ideal location for the nearshoring of manufacturing.  We have no edge in currency forecasting, but we have long appreciated Mexico’s privileged export position with the U.S. and the current Mexican government’s frugality.  Since the semi-annual letter, the Mexican peso has continued its rally as the market continues to recognize Mexico’s strong fundamentals.  This appreciation in the FX rate makes our Mexican profits and investments worth more to us in U.S. dollars.
_____________
1
The MSCI All Country World Index (MSCI ACWI) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The index consists of 49 country indexes comprising 23 developed and 26 emerging market country indexes.
2
The Standard and Poor’s 500 (S&P 500), is a stock market index tracking the stock performance of 500 of the largest companies listed on stock exchanges in the United States.
1

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


A headwind to the portfolio this year was an unforced error in marketing by one of our brewers leading to a boycott of its largest brand in its largest market.  The boycott of its products will likely wipe out more than a billion dollars of operating earnings for a company with a market value of about $120 billion.  We failed to accurately predict the magnitude and the sustained impact on demand, which highlights the risks associated with managing consumer brands in an age of social media where any misstep can turn viral and generate billions of negative impressions.  Going forward, we are assuming a permanent loss of one third of the volume of the brand targeted by the boycott.  This shortfall represents less than 2% of the brewer’s global volume, while the company’s market value has fallen by about 15%.  With this permanent decline assumption, we believe the position offers attractive returns at its current price.  Margins are improving as some key commodity prices recede, and large markets such as China are benefiting from continued pandemic reopening.  We also remain optimistic about demographic tailwinds and premiumization trends for the company outside the U.S.  We are continuing to evaluate if the mistakes evident here are an indicator of the quality of management in general, but we balance this evaluation with our belief that the company’s management navigated pandemic restrictions and complexities as well as any large consumer business that we follow.
 
Investing in a Higher Interest Rate Environment
 
Short-term interest rates are the highest they have been since before the Global Financial Crisis.  U.S. Treasury bills are yielding more than 5% while real interest rates, as measured by the yield on 5-year Treasury Inflation Protected Securities (TIPS), are above 2%.  Some investors are asking why bother investing in equities when risk-free instruments provide what seem to be satisfactory returns.  While we are clearly out of the extreme anomaly of the zero-interest rate environment that has been the status quo since the Global Financial Crisis, we would counter that the equity investments in the Fund at today’s valuations provide a much better opportunity for the long-term investor.  Below are the inception-to-date returns of investing in the Fund relative to risk-free U.S. Treasury bills, notes, and inflation.  Our historic returns are substantially higher than these risk-free alternatives and buying treasury bills has not even protected investors from inflation. Today, our portfolio of great businesses trades at an attractive 7% earnings yield which is higher than short-term interest rates.  Our businesses are growing, defended by economic moats, and robust to technological change which suggests their earnings streams will persist for decades.  Locking in today’s risk-free rates for five years or more takes the interest rate below 5% and exposes investors to the risk of higher-than-expected inflation.  Our businesses, on the other hand, have pricing power
2

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


which we believe helps protect us from inflation.  Despite short-term interest rates being more attractive than at any time in the last 15 years, we remain significantly invested in equities as our expected return in each of our businesses, and as a result in the aggregate portfolio, is significantly higher.  We continue to add to our personal investments in our funds.
 
 
Inception Date 7/1/2009.  Through 9/30/2023.  SPDR Barclays 1-3 Month T-Bill ETF, iShares 7-10 Year Treasury Bond ETF.
All numbers reported are cumulative.
 
Past performance is not indicative of future results and current performance may be lower or higher than the performance quoted. Investment return and principal value will fluctuate and shares, when redeemed, may be worth more or less than their original cost. To obtain the most recent quarter-end performance, please call the Fund’s toll-free number at 1-877-839-COBY (2629) or visit our website at www.cookandbynum.com/cobyx.
 
As of the Prospectus dated January 28, 2023, the gross and net expense ratios of the Fund were 2.23% and 1.49%, respectively. Cook & Bynum Capital Management, LLC, the Fund’s adviser, has contractually agreed to reduce fees and/or reimburse the Fund’s expenses to the extent necessary to maintain the “Net Annual Operating Expenses” at 1.49%. This agreement is in effect through February 1, 2025. For additional information, please reference Note 4 in the Notes to Financial Statements.
 
Impact Of Interest Rates On Profitability and Valuation
 
Higher interest rates have dominated market discussions so far this year, and for good reason.  The U.S. 10-Year Treasury note yield has continued its relentless ascent from less than 1.5% at the end of 2021 to nearly 4.8% at quarter-end, which is the highest level since 2007.  While interest rates are often compared to “gravity”3 for asset prices, many of today’s largest asset classes do not appear to be suffering from higher rates.  Despite a modest correction over the last two months, the S&P 500 Index still trades at a price-to-earnings (P/E) ratio4 of more than 21x.  Additionally, U.S. housing prices are increasing again to all-time highs.  Today’s prices do not feel like they are under pressure from extra “gravity”.
_____________
3
https://www.youtube.com/watch?v=W4AIul7_9o8
4
Price-to-earnings ratio is the measure of the share price relative to the annual net income earned by a company, per share.
3

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


Higher interest rates reduce the value of financial assets and make cash a more attractive alternative.  Changing interest rates impact the discount rate that investors use to value future cash flows5.  The further in the future the cash flows of a financial asset, the greater the impact of the change in interest rates6.  Companies that currently generate substantial free cash flow7 and trade at low multiples of these cash flows should outperform the broader market in a rising interest rate environment like today because their duration8 is effectively shorter.  Rising interest rates also impact the equity value of companies with leverage because higher interest expenses reduce earnings available to shareholders when the company’s debt is refinanced.
 
Below we illustrate how changing interest rates impact the income statement and intrinsic value of a hypothetical company.  This company grows revenue by 5%, generates a healthy 13% operating margin, and has a moderate amount of financial leverage with total debt of two and a half times its earnings before interest and taxes (EBIT)9.  These metrics are comparable to the S&P 500 Index as a whole10.  The income statements show the hypothetical company’s financial results in response to a 5-percentage point increase in borrowing costs, which is what many
 
_____________
5
Cash flow is the amount of cash that comes in and goes out of a company.
6
https://www.cookandbynum.com/how-we-think/inflation/
7
Free cash flow is the amount by which a business’s operating cash flow exceeds its working capital needs and expenditures on fixed assets.
8
Duration is a measure of the sensitivity of the price of a bond or other debt instrument to a change in interest rates.
9
Earnings before interest and taxes (EBIT) is operating earnings, operating profit, and profit before interest and taxes.
10
Bloomberg, Julius Baer, Goldman Sachs
4

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


BBB-rated companies are seeing today.  If the hypothetical company’s debt has a floating rate, it will feel a higher interest expense immediately.  On the other hand, a company with fixed-rate debt with a seven-year maturity will only feel the higher interest expense when it refinances the debt.  The implication of higher interest expenses to the cash flows available to shareholders — and thus any calculation of intrinsic value — is meaningful for companies with both types of debt.
 
Of course, it makes sense that the greater the degree of current leverage, the greater the impact of the increase in interest rates will have on a company.  Additionally, a recent law change disproportionately impacts companies with high financial leverage.  The Tax Cuts and Jobs Act of 2017 introduced a cap on the interest tax deductibility shield at 30% of adjusted taxable income, which means that interest expenses more than 30% of taxable income cannot be deducted for tax purposes.  For example, if the hypothetical company above has a higher debt burden of eight times its EBIT with a seven-year maturity, the impact of a 5-percentage point increase in borrowing rates will reduce its cash flows to equity over the next twenty years by 17%.  In the table below, we show the decrease in cumulative cash flow for our hypothetical business from above but with varying levels of leverage.  We have included the debt-to-earnings before interest, taxes, depreciation, and amortization (EBITDA)11 ratio for context because it is Wall Street’s preferred metric of measuring financial leverage despite the important flaw that it ignores depreciation, which is a real expense for all companies.
 
 
The rapid rise in interest rates we have seen over the last two years has had a negative impact on the profitability of companies with high leverage and upcoming debt maturities.  Public markets have done a decent job of penalizing such companies, which is a large reason why U.S. small capitalization companies, which on average have higher leverage, have underperformed the S&P 500 Index12.  Private markets, on the other hand, do not appear to have fully accepted the reality that highly leveraged companies are worth materially less in today’s environment.
_____________
11
The debt to earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio measures financial leverage and a company’s ability to pay off its debt.
12
https://www.ft.com/content/e68965ca-249a-4761-badf-1c5b2da9bb94
5

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


The impact of higher interest rates on the intrinsic value of a business is greater than just the decrease in cumulative cash flow over twenty years.  With a higher opportunity cost available to the investor (e.g. higher yielding U.S. Treasury notes), a higher discount rate should be used to value the business.  The final table below shows the impact of combining a higher discount rate and higher interest expense on a hypothetical company’s intrinsic value.  Markets have certainly not priced in a 5-percentage point increase in the discount rate.  Thus, the spread between the S&P 500 Index earnings yield and the 10-Year U.S. Treasury note yield is the smallest in more than twenty years.
 
 
Considering the effect of a rapid change in interest rates has always been a part of our process.  We apply this refinancing framework to all current and prospective investments.  Our portfolio today remains unlevered with minimal refinancing risk – our weighted average net-debt-to-EBIT is a mere 0.3x.  Despite this, our portfolio of high quality and growing businesses continues to trade at a discount to the market.
 
 
The Standard and Poor’s 500 (S&P 500), is a stock market index tracking the stock performance of 500 of the largest companies listed on stock exchanges in the United States.
6

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


The MSCI All Country World Index (MSCI ACWI) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The index consists of 49 country indexes comprising 23 developed and 26 emerging market country indexes.
The Standard and Poor’s SmallCap 600 Index is a stock market index established by S&P Global Ratings. It covers roughly the small-cap range of American stocks, using a capitalization-weighted index. To be included in the index, a stock must have a total market capitalization that ranges from $850 million to $5.2 billion.
The MSCI Emerging Markets Index captures large and mid cap representation across 24 Emerging Markets (EM) countries. With 1,377 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
The MSCI ACWI excluding US Index captures large and mid cap representation across 22 of 23 Developed Markets (DM) countries (excluding the US) and 24 Emerging Markets (EM) countries. With 2,322 constituents, the index covers approximately 85% of the global equity opportunity set outside the US.
 
We have a cautious outlook in the current interest rate environment.  We are seeing data that suggest consumers in the bottom half of the economic spectrum are under considerable pressure.  The moratorium on federal student loan interest and repayment recently expired, which impacts almost 44 million Americans with $1.6 trillion of outstanding federal student loans and should be a drag on consumption13. The U.S. corporate sector is exposed to refinancing more than $5 trillion of debt through 2028 which could weigh on corporate profits.  Meanwhile, the U.S. government is also refinancing its debt.  The average maturity is only about six years, so a rapid increase in federal interest expense exacerbating the federal budget deficit is inevitable.  We expect a balanced budget initiative to reemerge as a political issue over the next few election cycles.  Neither our economy nor markets have dealt with a rising interest rate environment in more than forty years, and the cascading effects have likely not fully played out.  We are wary of our ability to forecast future outcomes in credit-sensitive parts of the economy, but we believe our portfolio of businesses will continue to grow profits significantly in the coming year.

 
 



_____________
13
https://educationdata.org/student-loan-debt-statistics
7

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


Jumbo
 
Last year, we initiated a small position in Jumbo, a Greek retailer that we have followed for more than a decade.  Jumbo is an example of an opportunity that stems from our global mandate and our ability to study industries across multiple countries.  Over our firm’s two decades of research and travel, we have accumulated an intimate knowledge of many high quality, well-run, and under-appreciated companies around the world like Jumbo.  This preparation allows us to act quickly when Mr. Market behaves irrationally and presents us with attractive prices.
 
Our history with Jumbo goes back to our first visit to Greece in 2012 during its debt crisis.  Jumbo operates a unique retail format that has no peer in the U.S.  Stores are typically 60,000 – 100,000 square feet (for context, the average Costco store size in the U.S. is 150,000 square feet) and sells 40,000 SKUs of toys, home products, seasonal items, consumer goods, stationery, and baby products.  Jumbo stores share similarities with Dollar Tree and Five Below in the U.S. and Dollarama in Canada, although with a much larger store footprint and wider assortment.  The average price of an item at Jumbo is €5, and the average basket for a customer is €20.  The company operates stores in Greece, Romania, Cyprus, and Bulgaria.  While this may sound like just an ordinary retailer, Jumbo’s profitability is extraordinary.  Today, Jumbo earns an incredible 26% net margin and has grown revenue at nearly 7% annually since 2013.  The company is led by its chairman and founder Apostolos-Evangelos Vakakis who runs the company with a strong balance sheet and has a history of providing humble and conservative outlooks to the market.  In 2021, the company began citing cost headwinds as the global pandemic reopening spurred inflation, particularly in global shipping costs.  The company had an unfavorable outlook for profitability and made that clear to the market.  On an April 2022 conference call, Mr. Vakakis put it bluntly “being a pessimist is not a fatal disease, being an optimist is.”  We love his candor.  With a large amount of cash on the balance sheet, the company announced a buyback for 10% of shares subject to a limit price of €13.50.  Jumbo never utilized the buyback as shares never traded materially below the limit price, in part because Cook & Bynum was buying at around seven times earnings excluding the company’s net cash.  Since the beginning of 2022, the company has paid out €2.63 per share in dividends and as of quarter-end trades north of €25 per share.
 
We are diligently searching for investment opportunities like Jumbo that are both in our circle of competence and available at attractive prices.  Our stable, long-term client base that supports our global mandate gives us the ability to study in-depth and follow the best businesses in the world regardless of where
8

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


they operate.  Unlike many analysts in Greece who cover Jumbo, we understood and admired Mr. Vakakis’ conservative approach towards business and his history of under promising and over delivering.  Additionally, while ecommerce is and remains a competitive threat to this business,  Greece is a small and complicated market that lags Western Europe in online retail penetration and has not yet attracted the attention of the world’s ecommerce giants.  Lastly, we spoke with many of Jumbo’s potential competitors from around the world and discussed the difficulties of entering Greece and competing with Jumbo, giving us a deep understanding of the company’s competitive advantages.

 
Figure 1.  Jumbo Due Diligence in Greece
 
 
Above left: Jumbo Athens headquarters.  Above right:  Jumbo tempting impulse purchases by placing items on escalators.
 
9

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


Closing
 
Thank you for placing both your trust and your assets with The Cook & Bynum Fund.  We invest substantially all of our investable net worth alongside our investors to align, as closely as possible, our incentives with your goals.  We eschew leverage as we seek to minimize risk and to maximize long-term returns.  We make concentrated investments when we feel that risk is low and potential returns are high, recognizing that bigger stakes can be taken when outcomes are more certain.  In the hope of avoiding permanent losses of capital, we insist that each of our holdings trade at a discount to its intrinsic value, and we never feel pressured to make an investment.  If you are happy with the service that you have received to date, we encourage you to expand your existing relationship with us.  Additional information about our firm and this mutual fund can be found at www.cookandbynum.com/cobyx.
 
Respectfully,
 
Richard P. Cook
 

 
Shareholders should be advised that the positions described above may no longer be owned by the Fund subsequent to the end of the fiscal period, and additional securities may have been purchased that are not yet required to be disclosed. The Fund’s policy is to not disclose positions except when required by relevant law or regulation in order to protect shareholders.  Fund holdings are subject to change and should not be considered a recommendation to buy or sell any securities. Please see the Schedule of Investments in this report for a complete list of fund holdings.
 
Links to external websites not affiliated with the Adviser presented in the Shareholder letter are not considered part of the Shareholder Letter or report and are presented for informational purposes only.
 
Fund assets are only invested in equity or debt securities CBCM believes offer appropriate risk/reward profiles. To the extent that CBCM is unable to identify qualifying securities, we will hold any allowable amount of cash or other liquid, low-risk securities. Such securities (i.e., U.S. Government obligations of 3 months or less) are a strategic asset that allows us to preserve capital to deploy when qualifying investments present themselves. At period end, the Fund had 9.9% of its net assets invested in cash or cash equivalents (cash, money market fund, or U.S. Treasury bills). There is no guarantee that such a liquidity position will not negatively affect the
10

The Cook & Bynum Fund
Shareholder Letter
September 30, 2023 (Unaudited)


Fund’s returns in a rising market, and past performance is not a guarantee of future results.
 
The Fund’s portfolio manager and his spouse have a significant personal stake in the Fund. Your portfolio manager does not invest with outside managers or hold individual stocks. Certain Trustees or Officers of the Cook & Bynum Funds Trust arealso Members of CBCM.
 
Must be preceded or accompanied by a current prospectus.
11

The Cook & Bynum Fund
Manager Commentary
September 30, 2023 (Unaudited)


As of September 30, 2023 the audited net asset value (NAV) attributable to the 4,492,034 shares outstanding of The Cook & Bynum Fund (“Fund”) was $15.48 per share. This NAV compares with an audited NAV of $11.89 per share as of the Fund’s Annual Report dated September 30, 2022.  Fund performance since inception appears in the table below.
 
Growth of a Hypothetical $10,000 Investment Inception through 9.30.23
 
 
Average Annual Total Return
         
Since
 
1 Year
3 Year
5 Year
10 Year
Inception(1)
  The Cook & Bynum Fund
31.71%
13.88%
2.53%
3.29%
6.11%
  MSCI ACWI Index Net(2)
20.80%
  6.89%
6.46%
7.56%
9.21%

(1)
Fund inception date of July 1, 2009.
(2)
The MSCI All Country World Index (MSCI ACWI) is a free float-adjusted market capitalization index and is shown to compare the Fund’s performance to the global equity market performance among developed and developing markets. You cannot invest directly in an index.

Average annual total returns reflect reinvestment of all dividends, capital gains distributions, all contractual fee waivers in effect, and any contractual expense reimbursements.  Without these waivers and reimbursements, performance would have been lower.  Past performance is not indicative of future results and current performance may be lower or higher than the performance quoted.  Investment return and principal value will fluctuate and shares, when redeemed, may be worth more or less than their original cost. The total returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.  Many factors affect performance including changes in market conditions in response to economic, political, or financial developments.  To obtain the most recent month-end performance, please call the Fund’s toll-free number at 1-877-839-COBY (2629).
12

The Cook & Bynum Fund
Manager Commentary
September 30, 2023 (Unaudited)


Cook & Bynum Capital Management, LLC (“CBCM” & “we”), the Fund’s “Manager,” believes that the Fund’s performance over any brief period is meaningless given CBCM’s long-term investment strategy.  We attempt to buy businesses at a substantial discount to our appraisal of their intrinsic values, and there is no guarantee that quoted prices will reflect these appraisals over any short period of time.  Additionally, CBCM’s approach to concentrate the Fund’s holdings in our best ideas may result in higher short-term volatility relative to the Fund’s benchmark.
 
The following chart shows the asset and geographic allocations as a percentage of net assets.  Holdings are subject to change without notice and at CBCM’s sole discretion.
 
Asset and Geographic Allocation as of 9.30.23
 





13

The Cook & Bynum Fund
Manager Commentary
September 30, 2023 (Unaudited)


Portfolio Changes for the fiscal year ended 9.30.2023
 
New Holdings
 
Eliminations
BIM Birlesik Magazalar AS
   
Gesco SE
   

The Fund initiated a small position in BIM, a Turkish discount retailer.  Today, BIM represents less than a 3% position in the Fund.  BIM is the largest food retailer in Turkey with a strong brand associated with low prices and high quality.  Turkey is one of the cheapest markets in the world, and the Fund acquired shares in BIM at 9x forward P/E.  BIM traded at more than a 30x P/E when Turkey was in favor.
 
The Fund also initiated a small position in Gesco, a German industrials group.  Currently, Gesco represents less than a 1% position in the Fund.  Gesco is a group of eleven industrial companies including tool steel, paper sticks, and Liquified Natural Gas loading arms.  The company has a strong balance sheet and trades at a P/E of less than 8x.
 
Performance Contribution
 
The Fund generated a positive 2.5% return during the six months ended 9.30.2023.  Berkshire Hathaway contributed nearly 2.0% to returns and was the largest contributor.  Arca Continental, BIM Birlesik Magazalar AS, Coca-Cola Embonor, FEMSA, and Jumbo also generated positive returns.  Anheuser-Busch InBev suffered a consumer boycott for its largest brand in its largest market leading to a meaningful share price decline.  The position detracted more than 2.0% from returns while Liberty Latin America, Backus y Johnston, and Gesco detracted from returns.
 
Shareholders should be advised that the positions described above may no longer be owned by the Fund subsequent to the end of the fiscal period, and additional securities may have been purchased that are not yet required to be disclosed.  The Fund’s policy is to not disclose positions except when required by relevant law or regulation in order to protect shareholders.
 
Fund assets are only invested in equity or debt securities CBCM believes offer appropriate risk/reward profiles.  To the extent that CBCM is unable to identify qualifying securities, we will hold any allowable amount of cash or other liquid, low-risk securities.  Such securities (i.e., U.S. Government obligations of 3 months or less) are a strategic asset that allows us to preserve capital to deploy when qualifying investments present themselves.  At
 
14

The Cook & Bynum Fund
Manager Commentary
September 30, 2023 (Unaudited)


period end, the Fund had 9.9% of its net assets invested in cash or cash equivalents (cash, deposit account, or U.S. Treasury Bills). There is no guarantee that such a liquid position will not negatively affect the Fund’s returns in a rising market, and past performance is not a guarantee of future results.
 
The Fund’s portfolio manager and his spouse have a significant personal stake in the Fund.  They invest substantially all their investable net worth alongside our investors at CBCM and do not invest with outside managers.
 
An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was detected globally in 2019 and was characterized as a pandemic by the World Health Organization in 2020. The World Health Organization ended the COVID-19 crisis as a public health emergency of international concern on May 5, 2023. While restrictions designed to prevent the spread of COVID-19 have been lifted recently, the impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers, and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may continue to exacerbate other pre-existing political, social, and economic risks in certain countries or globally. Any continuing effects of the COVID-19 outbreak, or the effects of future outbreaks of infectious disease, cannot be determined with certainty. The value of the Fund and the securities in which the Fund invests may be adversely affected by impacts caused by COVID-19 and other epidemics and pandemics that may arise in the future.
 
On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Fund.
 
15

The Cook & Bynum Fund
Disclosure of Fund Expenses
September 30, 2023 (Unaudited)


Expense Example
As a shareholder of The Cook & Bynum Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the period from April 1, 2023 through September 30, 2023.
 
Actual Expenses
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.
 
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other mutual funds. To do so, compare the 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
 
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemptions fees, sales charges (loads), or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
16

The Cook & Bynum Fund
Disclosure of Fund Expenses
September 30, 2023 (Unaudited)


     
Expenses
 
 
Beginning
Ending
Paid During
 
 
Account
Account
the Period
Annualized
 
Value
Value
4/1/23 to
Expense
 
4/1/23
9/30/23
9/30/23(1)
Ratio
Actual Fund Return
$1,000.00
$1,025.20
$7.56
1.49%
Hypothetical Fund Return
       
  (5% return before expenses)
$1,000.00
$1,017.60
$7.54
1.49%

(1)
Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account values over the period, multiplied by the number of days in the most recent fiscal half year (183), then divided by 365.

17

The Cook & Bynum Fund
Schedule of Investments
September 30, 2023


Description
 
Shares
   
Value
 
DOMESTIC COMMON STOCKS (16.1%)
           
             
Conglomerates (16.1%)
           
Berkshire Hathaway, Inc. – Class B(1)
   
32,013
   
$
11,214,154
 
    TOTAL DOMESTIC COMMON STOCKS
               
      (Cost $2,335,410)
         
$
11,214,154
 
                 
FOREIGN COMMON STOCKS (63.1%)
               
                 
Breweries (14.4%)
               
Anheuser-Busch InBev SA/NV – ADR
   
128,304
     
7,095,211
 
Union de Cervecerias Peruanas
               
  Backus y Johnston SAA
   
500,000
     
2,943,972
 
             
10,039,183
 
                 
Consumer Staples –
               
  Merchandise Retail (2.2%)
               
BIM Birlesik Magazalar AS
   
149,000
     
1,492,799
 
                 
Industrial Machinery &
               
  Supplies & Components (0.9%)
               
Gesco SE
   
26,532
     
591,875
 
                 
Retail – Convenience Stores (8.6%)
               
Fomento Economico
               
  Mexicano SAB de CV – ADR
   
54,513
     
5,950,094
 
                 
Soft Drink Bottling
               
  and Distribution (26.0%)
               
Arca Continental SAB de CV
   
1,986,195
     
18,094,860
 
                 
Specialty Retail (2.4%)
               
JUMBO SA
   
60,909
     
1,674,297
 
                 
Wired and Wireless
               
  Telecommunications Carriers (8.6%)
               
Liberty Latin America Ltd. – Class A(1)
   
81,841
     
667,822
 
Liberty Latin America Ltd. – Class C(1)
   
654,782
     
5,343,021
 
             
6,010,843
 
    TOTAL FOREIGN COMMON STOCKS
               
      (Cost $42,730,019)
         
$
43,853,951
 

See accompanying Notes to Financial Statements.
18

The Cook & Bynum Fund
Schedule of Investments
September 30, 2023


Description
 
Shares
   
Value
 
FOREIGN PREFERRED STOCKS (11.0%)
           
Soft Drink Bottling and Distribution (11.0%)
           
Coca-Cola Embonor SA – Class B
   
5,301,259
   
$
7,665,693
 
    TOTAL FOREIGN PREFERRED STOCKS
               
      (Cost $10,125,461)
         
$
7,665,693
 
                 
   
Principal
         
   
Amount
         
SHORT-TERM INVESTMENTS (9.9%)
               
Money Market Deposit Account (0.7%)
               
U.S. Bank Money Market
               
  Deposit Account, 3.410%(2)
 
$
473,283
     
473,283
 
U.S. Treasury Bills (9.2%)
               
0.000%, 01/04/2024(1)
   
6,475,000
     
6,385,537
 
    TOTAL SHORT-TERM INVESTMENTS
               
      (Cost $6,857,866)
         
$
6,858,820
 
TOTAL INVESTMENTS (100.1%)
               
  (Cost $62,048,756)
         
$
69,592,618
 
TOTAL LIABILITIES IN EXCESS
               
  OF OTHER ASSETS ((0.1)%)
           
(37,037
)
NET ASSETS (100.0%)
         
$
69,555,581
 

(1)
Non-income producing security.
(2)
The Money Market Deposit Account (the “MMDA”) is a short-term investment vehicle in which the Fund holds cash balances. The MMDA will bear interest at a variable rate that is determined based on conditions and may change daily and by any amount. The rate shown is as of September 30, 2023.

Common Abbreviations:
ADR – American Depositary Receipt
SA – Sociedad Anónima
SA/NV – Societe Anonyme/Naamloze Vennootschap
SAA – Sociedad Anonima Abierta
SAB de CV – Sociedad Anónima Bursátil de Capital Variable is a Spanish Capital Company

For Fund compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or they may be defined by Fund management.  This definition may not apply for purposes of this report, which may combine sub-classifications for reporting ease.  Industries are shown as a percentage of net assets.

See accompanying Notes to Financial Statements.
19

The Cook & Bynum Fund
Statement of Assets and Liabilities
September 30, 2023


ASSETS:
     
Investments, at value (cost $62,048,756)
 
$
69,592,618
 
Receivable for fund shares sold
   
17,966
 
Dividends and interest receivable
   
11,749
 
Prepaid expenses
   
35,446
 
Total Assets
   
69,657,779
 
         
LIABILITIES:
       
Accrued investment advisory fees, net of waiver
   
55,430
 
Accrued custody fees
   
7,002
 
Other payables and accrued expenses
   
39,766
 
Total Liabilities
   
102,198
 
NET ASSETS
 
$
69,555,581
 
         
COMPOSITION OF NET ASSETS:
       
Paid-in capital
 
$
63,366,942
 
Distributable earnings (accumulated deficit)
   
6,188,639
 
Net Assets
 
$
69,555,581
 
         
Shares of common stock outstanding
       
  (unlimited number of shares authorized)
   
4,492,034
 
Net Asset Value, Offering and
       
  Redemption Price Per Share
 
$
15.48
 

See accompanying Notes to Financial Statements.
20

The Cook & Bynum Fund
Statement of Operations
For the Year Ended September 30, 2023


INVESTMENT INCOME:
     
Dividends (Net of withholding tax of $223,674)
 
$
1,505,363
 
Interest
   
240,230
 
Total Investment Income
   
1,745,593
 
         
EXPENSES:
       
Investment adviser fees
   
968,870
 
Fund accounting and administration fees
   
97,659
 
Transfer agent fees and expenses
   
66,503
 
Custody fees
   
39,102
 
Legal fees
   
35,307
 
Trustee fees
   
33,299
 
Federal and state registration fees
   
29,046
 
Insurance fees
   
28,621
 
Auditing and tax fees
   
20,004
 
Chief compliance officer fees
   
12,000
 
Printing fees
   
8,329
 
Service fees
   
6,999
 
Miscellaneous Expense
   
4,452
 
Total expenses before reimbursement
   
1,350,191
 
Less fees reimbursed by investment adviser (Note 4)
   
(381,321
)
Net Expenses
   
968,870
 
Net Investment Income (Loss)
   
776,723
 
         
NET REALIZED AND UNREALIZED GAIN (LOSS)
       
  ON INVESTMENTS AND FOREIGN
       
  CURRENCY TRANSACTIONS:
       
Net realized gain (loss) on:
       
Investment securities
   
(97,132
)
Foreign currency transactions
   
20,579
 
Total
   
(76,553
)
Net change in unrealized appreciation/depreciation on:
       
Investment securities
   
13,268,151
 
Foreign currency translation
   
1,961,196
 
Total
   
15,229,347
 
Net Realized and Unrealized Gain (Loss) on
       
  Investments and Foreign Currency Transactions
   
15,152,794
 
Net Increase (Decrease) in
       
  Net Asset from Operations
 
$
15,929,517
 

See accompanying Notes to Financial Statements.
21

The Cook & Bynum Fund
Statements of Changes in Net Assets


   
For the
   
For the
 
   
Year Ended
   
Year Ended
 
   
September 30,
   
September 30,
 
   
2023
   
2022
 
FROM OPERATIONS:
           
Net investment income (loss)
 
$
776,723
   
$
1,450,429
 
Net realized gain (loss) on investments
               
  and foreign currency transactions
   
(76,553
)
   
(20,575
)
Net change in unrealized
               
  appreciation/depreciation on investments
               
  and foreign currency translation
   
15,229,347
     
(4,806,447
)
Net Increase (Decrease) in
               
  Net Assets from Operations
   
15,929,517
     
(3,376,593
)
                 
DISTRIBUTIONS TO SHAREHOLDERS:
               
Dividends and distributions
   
(700,503
)
   
(1,280,548
)
Total distributions
   
(700,503
)
   
(1,280,548
)
                 
CAPITAL SHARE TRANSACTIONS
               
  (NOTE 7):
               
Proceeds from shares sold
   
6,151,182
     
1,145,380
 
Dividends reinvested
   
688,866
     
1,260,513
 
Value of shares redeemed
   
(3,129,255
)
   
(5,206,028
)
Net Increase (Decrease) Resulting
               
  from Capital Transactions
   
3,710,793
     
(2,800,135
)
Redemption fees
   
9,154
     
49
 
Net Increase (Decrease) in Net Assets
   
18,948,961
     
(7,457,227
)
NET ASSETS:
               
Beginning of period
   
50,606,620
     
58,063,847
 
End of period
 
$
69,555,581
   
$
50,606,620
 

See accompanying Notes to Financial Statements.
22









(This Page Intentionally Left Blank.)
 







23

The Cook & Bynum Fund
Financial Highlights
For a share outstanding throughout the years indicated



Net Asset Value – Beginning of Year

Income from Investment Operations
Net investment income (loss)(1)
Net realized and unrealized gain (loss) on investments
  and foreign currency transactions and translations(1)
Total Income (Loss) from Investment Operations

Distributions to Shareholders
Net investment income
Net realized gains
Total Distributions

Capital Share Transactions
Redemption fees added to paid-in capital
Total Capital Share Transactions
Net Asset Value – End of Year
Total Return
Ratios and Supplemental Data:
Net assets, at end of period (000s)
Ratios to average net assets:
Expenses including reimbursement/waiver
Expenses excluding reimbursement/waiver
Net investment income (loss) including reimbursement/waiver
Net investment income (loss) excluding reimbursement/waiver
Portfolio turnover rate

(1)
Calculated using average shares outstanding.
(2)
Less than $0.005 per share.

See accompanying Notes to Financial Statements.
24

The Cook & Bynum Fund
Financial Highlights
For a share outstanding throughout the years indicated



For the
   
For the
   
For the
   
For the
   
For the
 
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
September 30,
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
2023
   
2022
   
2021
   
2020
   
2019
 
$
11.89
   
$
12.98
   
$
10.87
   
$
14.11
   
$
16.07
 
                                     
 
0.18
     
0.33
     
0.08
     
0.02
     
0.09
 
                                     
 
3.58
     
(1.13
)
   
2.07
     
(3.16
)
   
(0.43
)
 
3.76
     
(0.80
)
   
2.15
     
(3.14
)
   
(0.34
)
                                     
                                     
 
(0.17
)
   
(0.29
)
   
(0.04
)
   
(0.10
)
   
(0.03
)
 
     
     
     
     
(1.59
)
 
(0.17
)
   
(0.29
)
   
(0.04
)
   
(0.10
)
   
(1.62
)
                                     
                                     
 
(2) 
   
(2) 
   
     
(2) 
   
(2) 
 
(2) 
   
(2) 
   
     
(2) 
   
(2) 
$
15.48
   
$
11.89
   
$
12.98
   
$
10.87
   
$
14.11
 
 
31.71
%
   
-6.39
%
   
19.80
%
   
-22.43
%
   
-1.10
%
                                     
$
69,556
   
$
50,607
   
$
58,064
   
$
62,962
   
$
119,128
 
                                     
 
1.49
%
   
1.49
%
   
1.49
%
   
1.49
%
   
1.49
%
 
2.08
%
   
2.23
%
   
2.20
%
   
1.99
%
   
1.90
%
 
1.20
%
   
2.54
%
   
0.66
%
   
0.17
%
   
0.66
%
 
0.61
%
   
1.80
%
   
-0.05
%
   
-0.33
%
   
0.25
%
 
4
%
   
0
%
   
0
%
   
8
%
   
3
%

See accompanying Notes to Financial Statements.
25

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


1. ORGANIZATION
 
The Cook & Bynum Fund (the “Fund”) was organized as a non-diversified series of the Cook & Bynum Funds Trust (the “Trust”) on March 18, 2009. The Trust is an open-end investment company established under the laws of Delaware by an Agreement and Declaration of Trust dated March 18, 2009 (the “Trust Agreement”). The affairs of the Trust are managed by a Board of Trustees (the “Board”). The investment adviser to the Fund is Cook & Bynum Capital Management, LLC (the “Adviser”). The Board has delegated the day-to-day operations of the Fund to the Adviser, which operates the Fund under the Board’s general supervision. The Fund’s investment objective is long-term growth of capital.
 
The Trust’s Declaration of Trust permits the Board to issue an unlimited number of shares of beneficial interest.  The Board has the power to designate one or more separate and distinct series and/or classes of shares of beneficial interest and to classify or reclassify any unissued shares with respect to such series.  Currently, the Fund is the only series of shares offered by the Trust.
 
2. SIGNIFICANT ACCOUNTING AND OPERATING POLICIES
 
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services – Investment Companies.
 
The following is a summary of significant accounting policies followed by the Fund in the preparation of the financial statements.  The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
 
A. Security Valuation:  Equity securities, including common stocks and preferred stocks, traded on a national securities exchange or in the over-the-counter market are valued at the closing price on the principal exchange or market as of the close of regular trading hours on the day the securities are being valued, or, lacking any sales, at the latest bid price.  Foreign securities are valued on the basis of quotations from the primary market in which they are traded, and they are translated from the local currency into U.S. dollars using exchange rates as of the close of the New York Stock Exchange.  To the extent domestic and foreign equity securities are traded in active markets, they are categorized in Level 1 of the fair value hierarchy.  When the market is considered inactive, the securities are categorized in Level 2 or Level 3. Short-term securities, including bonds, notes, debentures, and other debt securities, and
26

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


money market instruments such as certificates of deposit, commercial paper, bankers’ acceptances, and obligations of domestic and foreign banks shall be valued at current market quotations as provided by an independent pricing service on the day of valuation and are categorized in Level 2 of the fair value hierarchy. Short-term debt securities which are not priced by a pricing service, or in which the Valuation Designee (as defined below) does not believe the price supplied by the pricing service represents fair value, may be valued at their amortized cost, which approximates fair value, unless the Valuation Designee (as defined below) determines that amortized cost does not approximate fair value. They are categorized in Level 2 of the fair value hierarchy.
 
Securities and other assets for which quotations are not readily available, or if the investment is not a security, by using the investment’s fair value, as determined in good faith by the Valuation Designee.  Fair value of a security means the amount reasonably expected to be received upon its current sale.  The Trust’s Pricing Policies and Procedures provide for the designation of the Adviser as “Valuation Designee” to perform certain responsibilities in accordance with Rule 2a-5 under the 1940 Act. The Valuation Designee performs fair value determinations and may obtain assistance from other service providers in fulfilling its duties.  The Valuation Designee may also make a fair value determination if it reasonably determines that a significant event, which materially affects the value of a security, occurs after the time at which the market price for the security is determined, but prior to the time at which the Fund’s net asset value is calculated.  In either of these cases, the security will be categorized in Level 2 or Level 3 of the fair value hierarchy.  In each case where a pricing service cannot or does not provide a validation for a particular security, consideration is given to the facts and circumstances relevant to the particular situation.  This consideration includes reviewing various factors set forth in the pricing procedures adopted by the Board of Trustees and other factors as warranted.  In making a fair value determination, factors that may be considered, among others, include: the type and structure of the security; unusual events or circumstances relating to the security’s issuer; general market conditions; prior day’s valuation; fundamental analytical data; size of the holding; cost of the security on the date of purchase; nature and duration of any restriction on disposition; trading activities and prices of similar securities or financial instruments.
 
B. Foreign Currency:  Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation.  Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.  The
27

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


Fund isolates 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 securities held.
 
Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, currency gains or losses realized between the trade and settlement dates on securities transactions, and thedifference between the amounts of dividends, interest, and foreign withholding taxes, a portion of which may be reclaimable, recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid.  Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, including investments in securities at fiscal year end, resulting from changes in the exchange rate.
 
C. Fair Value Measurements:  In accordance with GAAP, the Fund uses a three-tier hierarchy to establish classification of fair value measurements for disclosure purposes.  Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.  Inputs may be observable or unobservable.  Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity.  Unobservable inputs are inputs that reflect the Fund’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.
 
Level 1:
Quoted prices in active markets for identical securities.
   
Level 2:
Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
   
Level 3:
Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
28

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


The inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
 
Various inputs are used in determining the value of the Fund’s investments as of the reporting period end.  The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments.The following is a summary of the inputs used to value the Fund’s investments as of September 30, 2023:
 
         
Level 2 –
             
         
Other
   
Level 3 –
       
   
Level 1 –
   
Significant
   
Significant
       
Investments in
 
Quoted
   
Observable
   
Unobservable
       
Securities at Value(1)
 
Prices
   
Inputs
   
Inputs
   
Total
 
Domestic
                       
  Common Stocks
 
$
11,214,154
   
$
   
$
   
$
11,214,154
 
Foreign
                               
  Common Stocks
   
43,853,951
     
     
     
43,853,951
 
Foreign
                               
  Preferred Stocks
   
7,665,693
     
     
     
7,665,693
 
Short-Term
                               
  Investments
   
473,283
     
6,385,537
     
     
6,858,820
 
TOTAL
 
$
63,207,081
   
$
6,385,537
   
$
   
$
69,592,618
 

(1)
Please refer to the schedule of investments to view securities by industry type.

All securities of the Fund were valued using Level 1 and Level 2 inputs for the year ended September 30, 2023.  Thus, a reconciliation of assets in which significant unobservable inputs are used (Level 3) is not applicable for this Fund.
 
D. Security Transactions, Investment Income, and Other:  Security transactions are recorded on the trade date.  Realized gains and losses on sales of investments are calculated on the identified cost basis.  Dividend income is recorded on the ex-dividend date, except that certain dividends from foreign securities where the ex-dividend date may have passed are recorded as soon as the Fund is informed of such dividends in the exercise of reasonable diligence.  Interest income, adjusted for accretion of discounts and amortization of premiums, is recorded on an accrual basis.  Discounts and
29

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


premiums on securities purchased are amortized over the lives of the respective securities.  Withholding taxes on foreign dividends have been provided in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. Any refunds of withholding taxes previously paid are generally recorded by the Fund when received.
 
E. Federal Income Taxes:  It is the policy of the Fund to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net income to its shareholders.  In addition, the Fund intends to pay distributions as required to avoid imposition of excise tax.  Therefore, no federal income tax provision is required.As of and during the year ended September 30, 2023, the Fund did not have a liability for any unrecognized tax benefits.  The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.  During the year, the Fund did not incur any interest or penalties.  The Fund is not generally subject to examination by U.S. tax authorities for tax years prior to the period ended September 30, 2020.
 
F. Distributions to Shareholders:  Distributions from net investment income and realized gains, if any, are recorded on the ex-dividend date. Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.
 
G. Accounting Estimates:  The accompanying financial statements were prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year.  Actual results could differ from those estimates.
 
H. Share Valuation:  The Net Asset Value (“NAV”) per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) divided by the total number of shares outstanding for the Fund, rounded to the nearest cent.  The Fund’s shares will not be priced on days on which the New York Stock Exchange is closed for trading.  The Fund charges a 2.00% redemption fee for shares redeemed within 60 days of purchase. These fees are deducted from the redemption proceeds otherwise payable to the shareholder.  The Fund retains the fees charged as an increase in paid-in capital and such fees become part of the Fund’s daily NAV calculation. The redemption fees charged during the period can be found in the Statements of Changes in Net Assets.
30

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


3. FEDERAL TAX INFORMATION
 
The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies.  The Fund has qualified and intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code for federal income tax purposes and to distribute substantially all taxable income and net capital gains. Accordingly, no provision has been made for federal income taxes.
 
A. Tax Basis of Distributions to Shareholders:  The tax character of the distributions paid by the Fund were as follows:
 
   
For the Year Ended
   
For the Year Ended
 
   
September 30, 2023
   
September 30, 2022
 
Ordinary Income
 
$
700,503
   
$
1,280,548
 
Total
 
$
700,503
   
$
1,280,548
 

Reclassifications: The tax components of distributable earnings are determined in accordance with income tax regulations which may differ from the compositions of net assets reported under accounting principles generally accepted in the United States.  For the year ended September 30, 2023, there were no differences reclassified.
 
B. Tax Basis of Investments:  As of September 30, 2023, the components of distributable earnings on a tax basis were as follows:
 
Tax cost of investments
 
$
62,048,756
 
Gross unrealized appreciation
   
21,732,116
 
Gross unrealized depreciation
   
(14,188,254
)
Net tax unrealized appreciation (depreciation)
   
7,543,862
 
Undistributed ordinary income
   
538,390
 
Undistributed long-term capital gains
   
 
Other accumulated gain (loss)
   
(1,893,613
)
Total distributable earnings (accumulated deficit)
 
$
6,188,639
 

Net capital losses incurred after October 31st, and within the taxable year, are deemed to arise on the first business day of the Fund’s next taxable year. Qualified late-year ordinary losses are the excess of the sum of the specified loss attributable to the portion of the taxable year after October 31st, and the late-year losses attributable to the portion
 
31

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


of the taxable year after December 31st, over the sum of the specified gains attributable to the portion of the taxable year after October 31st,  and other ordinary income attributable to the portion of the taxable year after December 31st.  For the fiscal year ended September 30, 2023, the Fund did not defer on a tax basis, any late-year ordinary loss. There were no post-October losses for the fiscal year ended September 30, 2023.
 
At September 30, 2023, the Fund had the following capital loss carryforwards:
 
 
Short-Term
Long-Term
Expires
 
 
$199
$1,893,414
Unlimited
 

During the fiscal year ended September 30, 2023, the Fund did not utilize any capital loss carryforward that was available as of September 30, 2022.
 
4. INVESTMENT ADVISORY AND OTHER RELATED PARTY TRANSACTIONS
 
The Trust has entered into an Investment Management Agreement (“Management Agreement”), with the Adviser. The Management Agreement has been renewed through November 5, 2024. Under the terms of the Management Agreement, the Adviser manages the investment operations of the Fund in accordance with the Fund’s investment policies and restrictions. The Adviser furnishes an investment program for the Fund; determines what investments should be purchased, sold, and held; and makes changes on behalf of the Trust in the investments of the Fund. At all times, the Adviser’s actions on behalf of the Fund are subject to the overall supervision and review of the Board.
 
Pursuant to the Management Agreement, the Trust pays a management fee to the Adviser for its provision of investment advisory services to the Fund. The management fee is paid, in arrears monthly, at an annual rate equal to 1.49% of the average daily net assets of the Fund. Pursuant to the Expense Limitation Agreement, as approved by the Board, the Adviser has contractually agreed to waive or reimburse the Fund to the extent that total fund operating expenses exceed 1.49%. This agreement is in effect through February 1, 2025, and thereafter is reevaluated on an annual basis. The expense reimbursement arrangement relates to all expenses incurred by the Fund except interest, taxes, brokerage commissions, and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, including, but not limited to, Acquired Fund Fees and Expenses. This agreement shall terminate automatically upon the termination of the investment management agreement with the Adviser. Without this agreement, expenses for shares of the Fund would be higher. The Adviser may be permitted to recover expenses it has borne through the Expense Limitation Agreement to the extent that the
32

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


Fund’s expenses in later periods fall below the annual rate of 1.49%, but only to the extent it does not cause the operating expenses to exceed 1.49% of average daily net assets. The Fund will not be obligated to pay any such deferred fees and expenses more than thirty-six months after the month in which the fees and expenses were deferred. As of September 30, 2023, the Adviser may in the future recover fee reductions and expense reimbursements totaling $381,321, 421,069, and $438,487 from the Fund. The Adviser may recover these amounts no later than September 30th of 2026, 2025, and 2024, respectively. In reality, however, when the Adviser lowered the management fee charged to the Fund to 1.49% to match the total expense ratio cap, the Adviser essentially internalized the Fund’s cost structure and implicitly eliminated its ability to recapture any of the Fund’s previously waived fees and expenses.
 
During the year ended September 30, 2023, the Fund had $472,529 of previously waived expenses expire.
 
Certain officers and shareholders of the Fund are also officers and owners of the Adviser.
 
Additionally, the Fund has entered into a Distribution Agreement with Foreside Financial Services, LLC.
 
5. LINE OF CREDIT
 
The Fund has established a line of credit (“LoC”) with U.S. Bank National Association to be used primarily for financing redemption payments, using the securities in the Fund’s portfolio as collateral.  The LoC will mature, unless renewed, on October 23, 2024. Borrowing under the LoC is limited to the lesser of $7,000,000, 10% of the total market value of the Fund, or 33 1/3% of the net market value of the unencumbered assets of the Fund. The interest rate paid by the Fund on outstanding borrowings is equal to the prime rate, which was 8.50% at September 30, 2023. During the year the Fund did not borrow under this arrangement. The Fund has authorized the custodian to charge any of the accounts of the Fund for any missed payments. As of September 30, 2023, the Fund had no outstanding borrowings under this agreement.
33

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


6. INVESTMENT TRANSACTIONS
 
During the year ended September 30, 2023, the cost of purchases and proceeds from sales of securities (excluding securities maturing less than one year from acquisition) were $2,281,457 and $2,396,224, respectively. There were no purchases or sales of long-term U.S. Government securities for the period ended September 30, 2023.
 
7. SHARES OF BENEFICIAL INTEREST
 
On September 30, 2023, there was an unlimited number of no par-value shares of beneficial interest authorized for the Fund. Transactions in shares of beneficial interest were as follows:
 
   
For the
   
For the
 
   
Year Ended
   
Year Ended
 
   
September 30, 2023
   
September 30, 2022
 
Beginning Shares
   
4,254,867
     
4,472,712
 
Shares Sold
   
402,909
     
88,798
 
Shares Issued in Reinvestment
               
  of Distributions
   
48,409
     
95,711
 
Total
   
4,706,185
     
4,657,221
 
Less Shares Redeemed
   
(214,151
)
   
(402,354
)
Ending Shares
   
4,492,034
     
4,254,867
 
 
8. BENEFICIAL OWNERSHIP
 
The beneficial ownership, either directly or indirectly, of 25% or more of the voting securities of the Fund creates presumption of control of the Fund under section 2(a)(9) of the Investment Company Act of 1940.  As of September 30, 2023, Charles Schwab & Co., Inc. owned, of record or beneficially, approximately 81% of the Fund’s shares.
 
9. NON-DIVERSIFICATION AND FOREIGN SECURITY RISK
 
The Fund is non-diversified.  A non-diversified fund may invest more of its assets in fewer companies than if it were a diversified fund.  The Fund may be more exposed to the risks of loss and volatility than a fund that invests more broadly.  The Fund may invest in foreign securities and foreign currency transactions that may involve risks not associated with domestic investments as a result of the level of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability, among other factors. Investments in foreign securities and foreign currency transactions involve currency exchange risks, which relate to fluctuations in
34

The Cook & Bynum Fund
Notes to Financial Statements
September 30, 2023


exchange rates between the U.S. dollar and foreign currencies and may negatively affect the value of the Fund’s investments in foreign securities. As of September 30, 2023, 74.1% of the Fund’s net assets were invested in foreign securities. For specific industry concentration, please reference the Schedule of Investments.
 
10. SUBSEQUENT EVENTS
 
The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued.  Based on this evaluation, no adjustments or disclosures were required to the financial statements.
35

 
Report of Independent Registered
The Cook & Bynum Fund
Public Accounting Firm

 
To the Shareholders and Board of Trustees of The Cook & Bynum Fund
 
Opinion on the Financial Statements
 
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Cook & Bynum Fund (the “Fund”) as of September 30, 2023, the related statement 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, the related notes, and the financial highlights for each of the five years in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2023, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Basis for Opinion
 
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2023, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
We have served as the Fund’s auditor since 2009.
 

COHEN & COMPANY, LTD.
 
Cleveland, Ohio
November 20, 2023
36

The Cook & Bynum Fund
Additional Information
September 30, 2023 (Unaudited)


1. COMPENSATION OF TRUSTEES
 
During the fiscal year, each Trustee who is not an “interested person” of the Trust (i.e., an “Independent Trustee”) received an annual retainer of $10,000 with an additional $2,500 paid to the Chairman of the Audit Committee.  All Trustees are permitted reimbursement for out-of-pocket expenses incurred in connection with attendance at meetings.
 
2. PROXY VOTING POLICIES AND PROCEDURES
 
For a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio securities, please call 1-877-839-COBY (2629) and request a Statement of Additional Information. One will be mailed to you free of charge.  The Statement of Additional Information is also available on the website of the Securities and Exchange Commission at http://www.sec.gov.  Information on how the Fund voted proxies related to portfolio securities during the twelve month period ended June 30th is available without charge, upon request, by calling 1-877-839-COBY or by accessing the website of the Securities and Exchange Commission at http://www.sec.gov.
 
3. DISCLOSURE OF PORTFOLIO HOLDINGS
 
The Fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Part F of Form N-PORT.  The Fund’s Part F of Form N-PORT will be available on the website of the Securities and Exchange Commission at http://www.sec.gov.  The Fund’s Part F of Form N-PORT may be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C., and information on the Public Reference Room may be obtained by calling 1-800-SEC-0330.
 
4. UNAUDITED TAX INFORMATION
 
Dividends Received Deduction
For the year ended September 30, 2023, 0.00% of the dividends paid from net investment income, including short-term capital gains, qualify for the dividends received deduction to corporate shareholders.
 
Qualified Dividend Income
For the year ended September 30, 2023, 59.33% of the dividends paid from net investment income, including short-term capital gains, for the Fund are designated as qualified income under the Jobs and Growth Tax Relief Reconciliation Act of 2003.
37

The Cook & Bynum Fund
Additional Information
September 30, 2023 (Unaudited)


The Fund did not designate any of the taxable ordinary income distributions as short-term capital gain distributions pursuant to Section 871(k)(2)(C) of the Internal Revenue Code.
 
Foreign Tax Credit Pass Through
Pursuant to Section 853 of the Internal Revenue Code, the Fund designates the following amount as foreign taxes paid for the period ended September 30, 2022. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.
 
   
Portion of Ordinary
Credible
 
Income Distribution
Foreign
Per Share
Derived from Foreign
Taxes Paid
Amount
Sourced Income
$223,674
$0.04979348
100.00%

Foreign taxes paid or withheld should be included in taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments.
 
Above figures may differ from those cited elsewhere in this report due to difference in the calculation of income and gains under GAAP purposes and Internal Revenue Service purposes.
 
5. BOARD CONSIDERATIONS REGARDING APPROVAL OF INVESTMENT ADVISORY AGREEMENT
 
At a meeting held August 3, 2023, the Board of Trustees of the Cook & Bynum Funds Trust (the “Trust”), including a majority of the independent trustees, evaluated and approved the renewal of the advisory contract between the Trust, on behalf of The Cook & Bynum Fund (the “Fund”), and Cook & Bynum Capital Management, LLC (the “Adviser”).  In advance of the August 3, 2023 meeting, the Board requested and received materials to assist them in considering the renewal of the advisory agreement. The materials contained information with respect to the factors enumerated below, including the advisory agreement, a memorandum prepared by the Trust’s outside legal counsel discussing in detail the trustees’ fiduciary obligations and the factors that they should assess in considering the renewal of the advisory agreement, and comparative information relating to the advisory fee, other expenses of the Fund and the Fund’s performance. The materials also included due diligence materials requested by the trustees relating to the Adviser (including a response memorandum completed by the Adviser, the Adviser’s Form ADV, biographic information regarding the Adviser’s key management and investment advisory personnel, the Adviser’s compliance manual, and comparative fee and performance information relating to the Fund) as well as
38

The Cook & Bynum Fund
Additional Information
September 30, 2023 (Unaudited)


other pertinent information. Based on their evaluation of the information provided by the Adviser the independent trustees approved the advisory agreement between the Adviser and the Trust, on behalf of the Fund. In approving the advisory contract, the trustees considered all information that they deemed reasonably necessary to evaluate the terms of the advisory contract. In their deliberations, the Board members did not identify any particular information that was all important or controlling, and each trustee may have attributed different weights to the various factors.
 
Nature, Extent and Quality of Advisory Services
In considering the nature, extent, and quality of the services provided by the Adviser, the Board reviewed the materials provided by the Adviser describing the application of the Fund’s stated investment strategy, portfolio research process, third-party vendor oversight, and regulatory compliance services provided by the Adviser to the Fund. In addition, the Board considered information describing the personnel responsible for the day-to-day investment and back-office/administrative management of the Fund, the Adviser’s existing staffing levels, and the Adviser’s portfolio management capabilities and concluded that the Adviser’s personnel have the qualifications and expertise to manage the Fund. The Board also considered information regarding the Adviser’s compliance policies and procedures and discussed the quality of the Adviser’s compliance infrastructure. The Trustees considered all services provided by the Adviser, including service provider oversight, investment research, and sales and marketing. After a lengthy discussion, during which the Board asked and the Adviser responded to a series of further questions, the Trustees concluded that (i) the Adviser had sufficient quality and depth of personnel, resources, investment methods, and compliance policies and procedures necessary to perform its duties under the advisory contract with respect to the Fund, (ii) they were satisfied with the nature, extent, and quality of services provided by the Adviser under the advisory contract, and (iii) the Adviser was providing essential services to the Fund.
 
Performance of the Fund and the Adviser
The Trustees reviewed the Fund’s performance under the Adviser’s management. They discussed the reports prepared by Broadridge Financial Solutions (“Broadridge”) and reviewed the performance of the Fund as compared to its benchmark index, the MSCI All Country World Index, as well as the Broadridge-defined peer group over various time periods, including for the 1-year, 3-year, 5-year, and 7-year periods ended June 30, 2023.  The Trustees led a thorough discussion related to the investment strategy and performance expectations in the current market, noting the Adviser’s unique strategy and its use of cash.
39

The Cook & Bynum Fund
Additional Information
September 30, 2023 (Unaudited)


The Trustees highlighted that the Fund had outperformed its benchmark index and the Broadridge-defined peer group for the 1-year and 3-year periods.  The Trustees then noted and discussed that the Fund had underperformed for the 5-year and 7-year periods ended June 30, 2023. The Trustees considered the reasons for the Fund’s underperformance, noting that the Fund has held an average cash position of approximately 29% since the Fund’s inception in 2009, and that the run-up in U.S. markets over the last decade has not been matched by foreign equity markets. The Adviser noted that the Fund’s performance is best assessed over multiple market cycles. The Trustees also considered the Fund’s performance as compared to the S&P 500 Index and other select MSCI international equity indices for the period since the Fund’s inception to June 30, 2023, and for the year-to-date period ended June 30, 2023. Further, the Trustees considered the Fund’s performance versus the Adviser’s privately pooled investment vehicles that apply the same investment strategy and process as the Fund, which comparison reflects performance over a full market cycle. After a detailed discussion of the Fund’s performance, the Board concluded that the overall performance of the Fund was satisfactory within the Fund’s investment strategy and warranted the approval of the advisory contract.
 
Cost of Advisory Services and Other Fees and Expenses
With respect to costs and expenses of the services to be provided by the Adviser to the Fund, the Board discussed the fees paid to the Adviser under the advisory contract, the Fund’s overall expense ratio, and the Fund expenses paid by the Adviser pursuant to the Fund’s expense limitation agreement, including the Adviser’s commitment to renew the expense limitation agreement. They also reviewed the Fund’s advisory fee and overall expenses (and expense ratios) as compared to its peer group as presented in the Broadridge report. They considered the Adviser’s obligation under the expense limitation agreement to cap (through reimbursement to the Fund) operating expenses at 1.49% of the Fund’s average daily net asset value. The Board noted that, while the Fund’s contractual management fee was the highest among the Broadridge-defined peer group, the Fund’s actual management fee (after fee waivers) and the Fund’s total operating expenses were within the range of funds in the Broadridge-defined peer group. The trustees also considered the management fees charged by the Adviser to other accounts managed with similar investment strategies as those utilized by the Fund. The Board discussed the Adviser’s fees extensively, noting the Adviser’s commitment to continue to waive fees to February 1, 2025 pursuant to the expense limitation agreement. After a robust discussion, the Board concluded that the advisory fee is within a range of what could have been negotiated at
40

The Cook & Bynum Fund
Additional Information
September 30, 2023 (Unaudited)


arms-length in light of all of the surrounding circumstances and was reasonable for the services provided, and that the expense cap for the Fund was in the best interest of the shareholders.
 
Profitability and Other Benefits to the Investment Adviser
The Trustees considered the Adviser’s financial position and profitability with respect to the Fund and the Adviser’s financial commitment to the Fund based on a review of financial information provided by the Adviser. The Trustees also considered other benefits to the Adviser as a result of its relationship with the Fund.
 
The Trustees discussed the materials provided by the Adviser concerning its
 
profitability from managing the Fund and considered the effect of the expense limitation agreement to cap fees for the benefit of Fund shareholders. The Trustees extensively discussed and considered the Adviser’s profitability and concluded that the Adviser’s profits from its relationship with the Fund were not excessive. The Trustees did not identify any other benefits to the Adviser as a result of its relationship with the Fund.
 
Economies of Scale
The Trustees considered information from the Adviser concerning potential economies of scale and whether the existing fees paid by the Fund to the Adviser might require adjustment in light of any economies of scale. After consideration of the economies of scale, the Trustees concluded that no modification of the existing advisory fee was necessary.
 
The Board relied upon the advice of counsel, and its own business judgment, in determining the material factors to be considered in evaluating the advisory agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from the Adviser as the Board believed to be reasonably necessary to evaluate the terms of the advisory agreement, and as assisted by the advice of counsel, the Board, including a majority of the Independent Trustees, determined that (a) the terms of the advisory agreement are reasonable; (b) the advisory agreement is in the best interests of the Fund and its shareholders; and (c) the advisory fee is within a range of what could have been negotiated at arms-length in light of all of the surrounding circumstances.  In considering the renewal of the advisory agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively and determined that renewal of the advisory agreement was in the best interests of the Fund and its shareholders. Moreover, the Board noted that each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the renewal of the advisory agreement with the Adviser for an additional period ending November 5, 2024.
41

The Cook & Bynum Fund
Additional Information
September 30, 2023 (Unaudited)


6. TRUSTEES AND OFFICERS
 
The business affairs of the Fund are managed under the direction of the Trust’s Board of Trustees in accordance with the laws of the State of Delaware.  Information pertaining to the Trustees and Officers of the Trust are set forth on the following page.  Trustees who are not deemed to be “interested persons” of the Trust as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), are referred to as “Independent Trustees.” Trustees who are deemed to be interested persons of the Trust as defined in the 1940 Act are referred to as “Interested Trustees.”  The Fund’s Statement of Additional Information includes additional information about the Trustees and is available upon request by calling toll-free 1-877-839-COBY (2629).
 
Trustees and Officers
 
         
Other
         
Director-
         
ships Held
Name,
 
Term of
   
by Trustee
Year of
Position(s)
Office and
 
Funds
During
Birth &
Held with
Length of
Principal Occupation(s)
Overseen
the Past
Address*
the Trust
Time Served+
During Past 5 Years
by Trustee
5 Years
Interested Trustees and Officers
Richard P.
President
Mr. Cook
Mr. Cook has been a
1
None
Cook**
and
has served
Principal of and Portfolio
   
Year of
Trustee
as President
Manager for Cook & Bynum
   
Birth: 1978
 
of the Trust
Capital Management, LLC
   
   
since March
(“CBCM”) since 2006.
   
   
2009 and
     
   
Trustee of the
     
   
Trust since
     
   
November
     
   
2020.
     
David A.
Trustee
Mr. Hobbs
From May 2010 to September
1
None
Hobbs**
 
has served
2021, Mr. Hobbs served as a
   
Year of
 
as a Trustee
Principal and President of
   
Birth: 1977
 
since August
CBCM. Effective August 2021,
   
   
2021.
Mr. Hobbs of the Trust has
   
     
served as Chief Financial
   
     
Officer and Chief Investment
   
     
Officer of EBSCO Industries, Inc.
   

*
Unless otherwise indicated, the address of each Trustee of the Trust and each Officer of the Trust is 2830 Cahaba Road, Birmingham, AL 35223.
+
Each Trustee serves for an indefinite term. Each Officer serves for an annual term or until his or her successor is elected and qualified.
**
Messrs. Cook and Hobbs are interested persons, as defined in the 1940 Act, of the Trust because of their current or past affiliations with the Adviser.

42

The Cook & Bynum Fund
Additional Information
September 30, 2023 (Unaudited)

 
         
Other
         
Director-
         
ships Held
Name,
 
Term of
   
by Trustee
Year of
Position(s)
Office and
 
Funds
During
Birth &
Held with
Length of
Principal Occupation(s)
Overseen
the Past
Address*
the Trust
Time Served+
During Past 5 Years
by Trustee
5 Years
Independent Trustees^
         
Charles H.
Trustee
Mr. Ogburn
Mr. Ogburn is a retired
1
Director,
Ogburn
 
has served
investment banker, a
 
Crawford &
Year of
 
as a Trustee
corporate director, and a
 
Company
Birth: 1955
 
of the Trust
community volunteer.
   
   
since May
He has served as director
   
   
2010.
of Crawford & Company
   
     
(chair of Compensation
   
     
Committee) since
   
     
January 1, 2010.
   
Bruce F.
Trustee
Mr. Rogers
Mr. Rogers has been a
1
None
Rogers
 
has served
Partner with the law firm of
   
Year of
 
as a Trustee
Bainbridge, Mims, Rogers &
   
Birth: 1958
 
of the Trust
Smith LLP since January 1990.
   
   
since May
     
   
2009.
     
Donald P.
Trustee
Mr. Carson
Mr. Carson has been the
1
Director of
Carson
 
has served
Managing Director of The
 
Rollins, Inc.
Year of
 
as a Trustee
Ansley Capital Group LLC
   
Birth: 1949
 
of the Trust
since 1999. Mr. Carson has
   
   
since April
been a Principal of both
   
   
2014.
Ansley Securities LLC
   
     
(broker-dealer) and Don
   
     
Carson Associates LLC
   
     
(a financial advisory services
   
     
firm) since 1999 and 2013,
   
     
respectively.
   

*
Unless otherwise indicated, the address of each Trustee of the Trust is 2830 Cahaba Road, Birmingham, AL 35223.
+
Each Trustee serves for an indefinite term.
^
Trustees who are not “interested persons” of the Trust as defined under the 1940 Act.


43

The Cook & Bynum Fund
Additional Information
September 30, 2023 (Unaudited)


Name,
 
Term of
 
Year of
Position(s)
Office and
 
Birth &
Held with
Length of
Principal Occupation(s)
Address*
the Trust
Time Served+
During Past 5 Years
Officers
     
Enrico G.
Treasurer
Mr. Camata
Mr. Camata joined CBCM in 2016 as a
Camata
and
has served
Security Analyst.
Year of
Principal
as Treasurer
 
Birth: 1994
Financial
and Principal
 
 
Officer
Financial
 
   
Officer of the
 
   
Trust since
 
   
August 2021.
 
Amanda S.
Secretary,
Mrs. Pridgen
Mrs. Pridgen joined CBCM in 2014.
Pridgen
Chief
serves as
 
Year of
Compliance
Secretary, Chief
 
Birth: 1983
Officer, and
Compliance
 
 
Anti- Money
Officer, and
 
 
Laundering
Anti-Money
 
 
Officer
Laundering
 
   
Officer of the
 
   
Trust as of
 
   
January 2020.
 

*
Unless otherwise indicated, the address of each Officer of the Trust is 2830 Cahaba Road, Birmingham, AL 35223.
+
Each Officer serves for an annual term or until his or her successor is elected and qualified.

44

 






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The Cook & Bynum Fund
 




Annual Report  |  September 30, 2023





























Fund distributed by Foreside Financial Services, LLC
www.cookandbynum.com/cobyx  |  877-839-COBY (2629)



(b)
Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.  The registrant has not made any substantive amendments to its code of ethics during the period covered by this report.  The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee.  Charles H. Ogburn is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N‑CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years.  “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  There were no “other services” provided by the principal accountant.  The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 
FYE  9/30/2023
FYE  9/30/2022
( a ) Audit Fees
$16,000
$16,000
( b ) Audit-Related Fees
   
( c ) Tax Fees
$4,000
$4,000
( d ) All Other Fees
   

(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.

(e)(2) The percentage of fees billed by Cohen & Company applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 
FYE  9/30/2023
FYE  9/30/2022
Audit-Related Fees
0%
0%
Tax Fees
0%
0%
All Other Fees
0%
0%

(f) All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.

(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.

Non-Audit Related Fees
FYE  9/30/2023
FYE  9/30/2022
Registrant
$0
$0
Registrant’s Investment Adviser
$0
$0

The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.

The registrant is not a foreign issuer.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a)
The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable to open-end investment companies.

Item 13. Exhibits.



(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

(4) Change in the registrant’s independent public accountant.  There was no change in the registrant’s independent public accountant for the period covered by this report.


SIGNATURES

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


(Registrant)  Cook & Bynum Funds Trust 

By (Signature and Title)*       /s/ Richard P. Cook
Richard P. Cook,
President (Principal Executive Officer)


Date     12/4/23



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

By (Signature and Title)*       /s/ Richard P. Cook 
Richard P. Cook,
President (Principal Executive Officer)

Date     12/4/23

By (Signature and Title)*       /s/ Enrico G. Camata 
Enrico G. Camata,
Treasurer (Principal Financial Officer)

Date     12/4/23

* Print the name and title of each signing officer under his or her signature.