0001752724-22-253903.txt : 20221117 0001752724-22-253903.hdr.sgml : 20221117 20221117122750 ACCESSION NUMBER: 0001752724-22-253903 CONFORMED SUBMISSION TYPE: NPORT-P PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220930 FILED AS OF DATE: 20221117 DATE AS OF CHANGE: 20221117 PERIOD START: 20221231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Salient MF Trust CENTRAL INDEX KEY: 0001535174 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NPORT-P SEC ACT: 1940 Act SEC FILE NUMBER: 811-22678 FILM NUMBER: 221397377 BUSINESS ADDRESS: STREET 1: 4265 SAN FELIPE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713-993-4675 MAIL ADDRESS: STREET 1: 4265 SAN FELIPE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77027 0001535174 S000047075 Salient Tactical Plus Fund C000147194 Class A SBTAX C000147195 Class C SBTCX C000147196 Class I SBTIX C000147197 Class F BTPIX NPORT-P 1 primary_doc.xml NPORT-P false 0001535174 XXXXXXXX S000047075 C000147194 C000147196 C000147197 C000147195 SALIENT MF TRUST 811-22678 0001535174 5493000320D95220I243 4265 SAN FELIPE 8TH FLOOR HOUSTON 77027 7139934675 Salient Tactical Plus Fund S000047075 549300OQZ15VQ1P40298 2022-12-31 2022-09-30 N 73507265.50 102215.12 73405050.38 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 651568.90000000 N Russell 2000 RTY Chicago Mercantile Exchange N/A Nasdaq 100 E-Mini Future N/A -82.00000000 NC USD -18098220.00000000 -24.6552790391 N/A DE CORP US N 1 Morgan Stanley N/A Short NASDAQ 100 E-MINI Dec22 NDX 2022-12-16 -18098220.00000000 USD 574816.40000000 N N N Chicago Mercantile Exchange N/A E-Mini Russ 2000 Dec22 N/A 214.00000000 NC USD 17866860.00000000 24.34009636599 N/A DE CORP US N 1 Morgan Stanley N/A Long E-Mini Russ 2000 Dec22 RUT 2022-12-16 17866860.00000000 USD -497007.20000000 N N N N/A 549300CII6SLYGKNHA04 S&P500 EMINI OPTN Oct22P 3000-SCV2P 3000 PIT SCV2P3000 316.00000000 NC USD 165900.00000000 0.226006247718 N/A DE CORP US N 1 Morgan Stanley N/A Put Purchased S&P500 EMINI OPTN Oct22P 3000 SCZ2 50.00000000 3000.00000000 USD 2022-11-01 XXXX 34226.32000000 N N N Fidelity Government Portfolio 549300SHPEJB1OPRCV46 Fidelity Government Portfolio 31607A703 56591622.35000000 NS USD 56591622.35000000 77.09499831011 Long STIV RF US N 1 N N N Spdr S&p 500 Etf Trust 549300NZAMSJ8FXPQQ63 SPDR S&P 500 ETF Trust 78462F103 39842.00000000 NS USD 14230765.56000000 19.38663005655 Long EC RF US N 1 N N N Chicago Mercantile Exchange N/A E-mini S&P 500 Future N/A -79.00000000 NC USD -14225925.00000000 -19.3800357418 N/A DE CORP US N 1 Morgan Stanley N/A Short S&P500 EMINI FUT Dec22 SPX 2022-12-16 -14225925.00000000 USD 459580.80000000 N N N N/A 549300CII6SLYGKNHA04 S&P Emini 3rd Wk Oct22P 3200-3EV2P 3200 3EV2P3200 211.00000000 NC USD 145062.50000000 0.197619236345 N/A DE CORP US N 1 Morgan Stanley N/A Put Purchased S&P Emini 3rd Wk Oct22P 3200 3EZ2 50.00000000 3200.00000000 USD 2022-10-24 XXXX 53583.45000000 N N N 2022-10-30 SALIENT MF TRUST Steve Leonhardt Steve Leonhardt Treasurer XXXX NPORT-EX 2 d606598d8k.htm HTML

Schedule of Investments (See Note 4)(Unaudited)

Salient MLP & Energy Infrastructure Fund

September 30, 2022

 

           Shares            Value
    (See Note 3)    
 

Master Limited Partnerships- 25.0%(a)

 

  

Crude & Refined Products- 4.7%

     

United States- 4.7%

     

Genesis Energy LP

     406,573            $ 3,740,472  

Magellan Midstream Partners LP

     282,712              13,431,647  

MPLX LP

     901,238              27,046,152  
     

 

 

 
        44,218,271  

Gathering & Processing- 4.1%

     

United States- 4.1%

     

Crestwood Equity Partners LP

     520,667              14,458,922  

Western Midstream Partners LP

     972,095              24,457,910  
     

 

 

 
        38,916,832  

Natural Gas Liquids Infrastructure- 16.2%

     

United States- 16.2%

     

Energy Transfer LP

     8,655,669              95,472,029  

Enterprise Products Partners LP

     2,480,601              58,988,692  
     

 

 

 
            154,460,721  

Total Master Limited Partnerships (Cost $180,237,682)

 

  
     237,595,824  
     

 

 

 

MLP Related Companies- 75.6%

 

  

Crude & Refined Products- 7.8%

     

Canada- 4.3%

     

Enbridge, Inc.

     572,620              21,244,202  

Gibson Energy, Inc. (CAD)

     1,237,427              19,680,943  
     

 

 

 
        40,925,145  

United States- 3.5%

     

Plains GP Holdings LP, Class A

     3,097,024              33,788,532  
     

 

 

 

Energy- 4.4%

     

United States- 4.4%

     

Archaea Energy, Inc., Class A(b)(c)

     837,799              15,088,760  

Array Technologies, Inc.(c)

     88,622              1,469,353  

DT Midstream, Inc.

     395,406              20,517,617  

Excelerate Energy, Inc.

     200,380              4,688,892  
     

 

 

 
        41,764,622  

Gathering & Processing- 17.8%

     

United States- 17.8%

     

Antero Midstream Corp.

     2,980,585              27,361,770  

EMG Utica | Offshore Co-Investment LP(c)(d)(e)(f)

     16,000,000              9,092,368  

EnLink Midstream LLC

     3,300,972              29,345,641  

Hess Midstream LP, Class A

     369,651              9,433,494  

Targa Resources Corp.

     1,568,797              94,661,211  
     

 

 

 
        169,894,484  

Liquefied Natural Gas- 10.6%

     

United States- 10.6%

     

Cheniere Energy, Inc.

     552,578              91,678,216  

Tellurian, Inc.(c)

     3,918,846              9,366,042  
     

 

 

 
        101,044,258  

Natural Gas Liquids Infrastructure- 13.6%

     

Canada- 9.5%

     

Keyera Corp. (CAD)

     1,953,135              40,212,227  

Pembina Pipeline Corp. (CAD)

     1,652,577              50,198,813  
     

 

 

 
        90,411,040  

 

See accompanying Notes to Financial Statements.


United States- 4.1%

     

ONEOK, Inc.

     774,248              39,672,468  
     

 

 

 

    

     

Natural Gas Pipelines- 19.2%

     

Canada- 2.6%

     

Pembina Pipeline Corp.

     113,290              3,440,617  

TC Energy Corp.

     534,371              21,529,808  
     

 

 

 
        24,970,425  

United States- 16.6%

     

Equitrans Midstream Corp.

     5,642,732              42,207,635  

Kinder Morgan, Inc.

     4,180,747              69,567,630  

Williams Cos., Inc.

     1,602,325              45,874,565  
     

 

 

 
        157,649,830  

Renewable Energy Infrastructure- 2.2%

     

Israel- 0.7%

     

SolarEdge Technologies, Inc.(b)(c)

     28,039              6,489,907  
     

 

 

 

    

     

United States- 1.5%

     

Bloom Energy Corp., Class A(c)

     48,065              960,819  

First Solar, Inc.(c)

     14,471              1,914,079  

Plug Power, Inc.(c)

     259,839              5,459,218  

Sunrun, Inc.(c)

     210,680              5,812,661  
     

 

 

 
        14,146,777  

Total MLP Related Companies (Cost $619,074,153)

 

  
     720,757,488  
     

 

 

 

Special Purpose Acquisition Companies- 0.0%(g)

 

  

Renewable Energy Infrastructure- 0.0%(g)

     

United States- 0.0%(g)

     

TortoiseEcofin Acquisition Corp III - Founder Shares(c)(d)(e)(f)

     104,850              315  
     

 

 

 

Total Special Purpose Acquisition Companies (Cost $315)

 

  
     315  
     

 

 

 

Total Investments- 100.6% (Cost $799,312,150)

 

   $ 958,353,627  

Other Assets and Liabilities- (0.6)%

        (5,362,234)  
     

 

 

 

Total Net Assets- 100.0%

      $     952,991,393  
     

 

 

 

 

All percentages disclosed are calculated by dividing the indicated amounts by net assets.

 

(a)

The security is considered a non-income producing security as any distributions received during the last 12 months (if applicable) are treated as return of capital per the Generally Accepted Accounting Principles.

 

(b)

All or a portion of this security is pledged as collateral for the written call options. As of September 30, 2022, the total fair value of securities pledged as collateral for the written call options is $6,383,661, representing 0.67% of net assets.

 

(c)

Non-income producing security.

 

(d)

Securities determined to be illiquid under the procedures approved by the Fund’s Board of Trustees and represents 0.95% of net assets.

 

(e)

Level 3 security in accordance with fair value hierarchy.

 

(f)

These securities are exempt from registration under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration, normally to qualified institutional buyers, or to the public if the securities are subsequently registered. See note 3(f) in the Notes to the Financial Statements for further information.

 

(g)

Amount represents less than 0.05%.

Investment Abbreviations:

CAD – The security is traded in Canadian Dollars. The Fair Value in the Schedule of Investments is expressed in US Dollars at the conversion rate on September 30, 2022.

 

See accompanying Notes to Financial Statements.


Written Call Options:

 

Description    Counterparty      Exercise
Price
     Expiration
Date
     Number of
Contracts
     Notional Value      Value      Unrealized
Appreciation/
(Depreciation)
 

Archaea Energy, Inc.

    
Morgan Stanley &
Co. LLC     
 
 
     $20.00        October 2022        2,375      $  4,277,375          $  (106,875)          $   126,394      

SolarEdge Technologies, Inc.

    
Morgan Stanley &
Co. LLC     
 
 
     $350.00        October 2022        91        2,106,286            (2,275)            70,361      
              

 

 

    

 

 

    

 

 

 
               $  6,383,661          $  (109,150)          $   196,755      
              

 

 

    

 

 

    

 

 

 

Allocation of Portfolio Holdings:

Salient MLP & Energy Infrastructure Fund invested in securities with exposure to the following countries as of September 30, 2022:

 

      Value      % of Total      
Investments      
 

United States

   $ 795,557,110        83.0%      

Canada

     156,306,610        16.3%      

Israel

     6,489,907        0.7%      
  

 

 

 
   $   958,353,627        100.0%      
  

 

 

 

 

See accompanying Notes to Financial Statements.


Schedule of Investments (See Note 4)(Unaudited)

Salient Tactical Plus Fund

September 30, 2022

 

           Shares            Value
    (See Note 3)    
 

Exchange-Traded Funds- 19.4%

 

  

United States- 19.4%

     

SPDR S&P 500® ETF Trust

     39,842            $ 14,230,766  
     

 

 

 

    

     

Total Exchange-Traded Funds (Cost $13,887,765)

 

  
        14,230,766  
     

 

 

 

Money Market Fund—77.1%

 

  

United States- 77.1%

     

Fidelity Government Portfolio - Institutional Class, 2.76%(a)

     56,591,622              56,591,622  
     

 

 

 

Total Money Market Fund (Cost $56,591,622)

 

  
        56,591,622  
     

 

 

 

Purchased Options- 0.4%

 

  

S&P® Emini 3rd Wk Oct22P 3200-3EV2P    3200

     211              145,062  

S&P500 EMINI OPTN Oct22P 3000-SCV2P    3000 PIT

     316              165,900  
     

 

 

 

    

     

Total Purchased Options (Cost $223,153)

 

     310,962  
  

 

 

 

    

     

Total Investments- 96.9% (Cost $70,702,540)

 

   $ 71,133,350  

Other Assets and Liabilities- 3.1%(b)

        2,273,622  
     

 

 

 

Total Net Assets- 100.0%

      $       73,406,972  
     

 

 

 

 

All percentages disclosed are calculated by dividing the indicated amounts by net assets.

 

(a)

The rate shown is the 7-day effective as of September 30, 2022.

 

(b)

Includes cash which is being held as collateral for futures contracts.

Investment Abbreviations:

ETF - Exchange Traded Fund

S&P - Standard & Poor’s

SPDR - Standard & Poor’s Depositary Receipt

Futures Contracts Purchased:

 

Description    Contracts      Expiration
Date
    Notional
Value
   Value and Unrealized
Appreciation/(Depreciation)
 

E-Mini Russ 2000 Dec22

     214        December 2022     $         17,866,860      $ (497,007
       

 

 

 

        $ 17,866,860      $ (497,007
       

 

 

 

Futures Contracts Sold:                    
Description    Contracts      Expiration
Date
    Notional
Value
   Value and Unrealized
Appreciation/(Depreciation)
 

E-mini S&P 500® Futures

     79        December 2022     $ 14,225,925      $         459,581  

Nasdaq 100® E-Mini Future

     82        December 2022       18,098,220        574,816  
       

 

 

 

        $ 32,324,145      $ 1,034,397  
       

 

 

 

 

See accompanying Notes to Financial Statements.


Salient Tactical Plus Fund invested in securities with exposure to the following countries as of September 30, 2022:

 

      Value    % of Total      
Investments      

United States

   $ 70,822,388        99.6%      
     310,962        0.4%      
  

 

 

 

   $   71,133,350        100.0%      
  

 

 

 

 

See accompanying Notes to Financial Statements.


Notes to Schedules of Investments (Unaudited)

September 30, 2022

1. ORGANIZATION

Salient MF Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust was organized on November 15, 2011. As of June 30, 2022 the Trust is comprised of two registered funds. The accompanying financial statements are presented for the following funds (individually a “Fund” and collectively the “Funds”):

 

Fund

  

Short Name

  

Commencement of
Operations

Salient MLP & Energy Infrastructure Fund

   MLP Energy Fund    September 19, 2012

Salient Tactical Plus Fund

   Tactical Plus Fund    December 15, 2014

MLP Energy Fund is classified as non-diversified under the 1940 Act. Tactical Plus Fund is classified as diversified under the 1940 Act. The Funds are authorized to issue an unlimited number of shares of beneficial interest (“Shares”) with no par value. The Funds offer Class A, Class C, and Class I shares. Additionally, MLP Energy Fund offers R6 shares and Tactical Plus Fund offers Class F Shares. All classes of shares have identical rights to earnings, assets and voting privileges, except for class specific expenses, sales charges, distribution, and exclusive rights to vote on matters affecting only individual classes. Class A Shares have a maximum sales charge of 5.50% as a percentage of the offering price on investments of less than $1 million (no sales charge for investments of $1 million or more). Class A Shares and Class C Shares are subject to a maximum contingent deferred sales charge of 1.00% if redeemed less than one year after purchase. Class C Shares are offered without any front-end sales charge. No sales charges are assessed with respect to Class I Shares, Class F shares and Class R6 Shares of the Funds.

MLP Energy Fund’s investment objective is to maximize total return (capital appreciation and income) by investing primarily in securities of Master Limited Partnerships (“MLPs”) and Energy Infrastructure Companies. Tactical Plus Fund’s investment objective is to produce, in any market environment, above-average risk adjusted returns and less downside volatility than the S&P 500 Index by investing primarily in a diversified portfolio of instruments that provide exposure to U.S. and non-U.S. equity securities. The board of trustees of the Trust (each member thereof a “Trustee” and, collectively, the “Board of Trustees” or the “Board”) is authorized to engage an investment advisor, and pursuant to the investment management agreements for each of the Funds (each, an “Investment Management Agreement” and collectively, the “Investment Management Agreements”), it has selected Salient Advisors, LP (“Salient Advisor”) for Tactical Plus Fund and Salient Capital Advisors, LLC (“SCA”) for MLP Energy Fund to manage each Fund’s portfolio and operations. Salient Advisor is a Texas limited partnership that is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator and commodity trading advisor and is a member of the National Futures Association. SCA is a Texas limited liability company that is registered as an investment advisor under the Advisers Act. Broadmark Asset Management LLC (the “Sub-Advisor”) serves as the subadvisor to Tactical Plus Fund. The Sub-Advisor is an affiliate of each of Salient Advisor and SCA.

MLP Energy Fund owns 100% of the limited partnership interests of EMG Utica I Offshore Co-Investment, LP (“EMG Utica”). EMG Utica holds a non-controlling underlying interest in Mark West Utica EMG, L.L.C., which is a joint venture between Mark West Energy Partners, L.P. (“Mark West”) and The Energy and Minerals Group (“EMG”). Mark West is owned by MPLX LP (NYSE: MPLX), which is a U.S. domiciled publicly traded master limited partnership that owns, operates, develops, and acquires midstream energy infrastructure assets. EMG is a private investment firm that targets equity investments in the energy and minerals sector. EMG Utica is considered a variable interest entity (“VIE”) as it is a partnership and the Fund, as the limited partner, lacks the ability to remove the general partner and does not have any substantive participating rights, as these reside with EMG Utica Co-Investment GP, LLC, the general partner for EMG Utica. This means the general partner of EMG Utica has full, exclusive and unilateral power and authority to manage, control, administer and operate the assets and business affairs of EMG Utica. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation”, prior to the adoption of ASC update 2015-02, management believed the Fund was the primary beneficiary as it owned 100% of EMG Utica and had the right to receive the economic benefit from the investment, and therefore consolidated EMG Utica in the Fund’s financial statements for the year ended November 30, 2016. Under ASC Update 2015-02, which the Fund adopted effective the year ended November 30, 2017, consolidation of a VIE’s financial statements would occur if a limited partner has the power to direct the activities and the

 

35


right to receive the benefits from the entity considered for consolidation. EMG Utica is no longer consolidated within the Fund’s financial statements, effective the year ended November 30, 2017.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF ACCOUNTING

The accounting and reporting policies of the Funds conform with U.S. generally accepted accounting principles (“U.S. GAAP”). The financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from those estimates and such differences may be significant. Each Fund is an investment company and follows the investment company accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services-Investment Companies”.

(b) PORTFOLIO VALUATION

The Funds record their investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques used to determine fair value are further described below.

The Board has authorized Salient Advisor and SCA to each establish a valuation committee (the “Advisor Valuation Committee”), which includes representatives from each Fund’s investment advisor. The Advisor Valuation Committee’s function, subject to the oversight of the Board, is generally to review valuation methodologies, valuation determinations, and any information provided to the Advisor Valuation Committee by Salient Advisor, SCA, or ALPS Fund Services, Inc., the Funds’ independent administrator (the “Administrator”).

To the extent that the price of a security cannot be determined applying the methods described below, the Advisor Valuation Committee in conjunction with the Administrator will determine the price of the security pursuant to the fair value procedures approved by the Board. The Fund’s valuation policies are discussed in further detail in Note 3.

Investments held by the Funds are valued as follows:

SECURITIES LISTED ON A SECURITIES EXCHANGE OR OVER-THE-COUNTER EXCHANGES—In general, the Funds value these securities at their last sales price on the exchange or over-the-counter market or a market’s official closing price on the valuation date. If the security is listed on more than one exchange, the Funds use the price from the exchange that it considers to be the principal exchange on which the security is traded. If there have been no sales for that day on the exchange where the security is principally traded, then the price of the security will be valued at the mean between the closing “bid” and “ask” prices on the valuation date. If no bid or ask prices are quoted before closing, the security will be valued using the last available sale price, or a price will be determined pursuant to the fair value procedures approved by the Board. As of the close of regular trading on the New York Stock Exchange (the “NYSE”), securities traded primarily on security exchanges outside the United States are valued at the last sale price on such exchanges on the valuation date, or if there is no sale on the valuation date, at the mean of the closing bid and ask prices. If no bid or ask prices are quoted before closing, the security will be valued using the last available sale price, or a price will be determined pursuant to the fair value procedures approved by the Board. If a security’s price is available from more than one exchange, the Funds use the exchange that is the primary market for the security. Fair Value determinations will be based on review of a number of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. If the Advisor Valuation Committee determines that closing prices do not reflect the fair value of the securities, the Fund will adjust the previous closing prices in accordance with pricing procedures approved by the Board to reflect what the Advisor Valuation Committee believes to be the fair value of the securities as of the close of regular trading on the NYSE. The Funds may also determine the fair value of securities in other situations, for example, when a particular foreign market is closed but a Fund is open. For foreign equity securities and foreign equity futures contracts, each Fund uses an outside pricing service to provide it with closing market prices and information used for adjusting those prices.

PUBLICLY-TRADED EQUITY SECURITIES ACQUIRED IN A DIRECT PLACEMENT TRANSACTION—Such securities may be subject to restrictions on resale that can affect the security’s liquidity and fair value. Such securities that are convertible or otherwise will become freely tradable will be valued based on the market value of the freely tradable security less an applicable restriction discount. Generally, the discount will initially be equal to the discount at

 

36


which the Fund purchased the securities and thereafter will be periodically reassessed and likely reduced over the anticipated restricted period.

DERIVATIVES—Exchange traded futures contracts are valued using quoted closing prices from the national exchange on which they are principally traded. If no such price is reported by such exchange on the valuation date, the Advisor Valuation Committee will determine the fair value in good faith using information that is available at such time.

Forward currency contracts have a market value determined by the prevailing daily foreign currency exchange rates and current foreign currency exchange forward rates. The foreign currency exchange forward rates are calculated using an automated system that estimates rates on the basis of the current day foreign currency exchange rates and forward foreign currency exchange rates supplied by a pricing vendor. Foreign currency exchange rates and foreign currency exchange forward rates may generally be obtained at the close of the NYSE, normally 4:00 p.m. Eastern Time.

Options that are listed on a securities exchange are generally valued on the valuation date at the mean of the closing bid and ask price of the posted market on the exchange on which they are listed. If on the valuation date the primary exchange is closed, the prior day price will be used. If no such price is reported, the fair value of such options will be determined in good faith using industry standard pricing models utilizing publicly available input information on the valuation date.

Options traded on an over-the-counter market are generally valued using the mean of the closing bid and ask prices provided by an independent pricing service. If a quotation is not available from the independent pricing service, the price is obtained from a broker (typically the counterparty to the option) on the valuation date. If no such price is available on the valuation date, the Advisor Valuation Committee in conjunction with the Administrator will determine the fair value of such options in good faith using information that is available at such time.

SECURITIES NOT ACTIVELY TRADED—The value of securities, derivatives or synthetic securities that are not actively traded on an exchange are determined by obtaining quotes from brokers that normally deal in such securities or by an unaffiliated pricing service that may use actual trade data or procedures using market indices, matrices, yield curves, specific trading characteristics of certain groups of securities, pricing models or a combination of these procedures. Securities for which independent pricing services are not available are valued pursuant to the valuation procedures approved by the Board.

OTHER—Investments in open-end RICs that do not trade on an exchange are valued at the end of day NAV per share. Where no value is readily available from a RIC or other security, or where a value supplied by a RIC is deemed not to be indicative of the RIC’s value, the Advisor Valuation Committee, in consultation with the Administrator or the advisor, will determine, in good faith, the fair value of the RIC or other security. Investments in private placement securities and other securities for which market quotations are not readily available will be valued in good faith by using fair value procedures approved by the Board. Such fair value procedures may consider among other factors discounts to publicly traded issues, time until conversion date, securities with similar yields, quality, type of issue, coupon, duration and rating, and an analysis of the issuer’s financial statements and reports. If events occur that affect the value of the Funds’ securities before the net asset value has been calculated, the securities so affected will generally be priced using fair value procedures.

SPECIAL PURPOSE ACQUISITION COMPANIES—The Fund may invest in stock, warrants, and other securities of special purpose acquisition companies (“SPACs”) or similar special purpose entities that pool funds to seek potential acquisition opportunities. The Fund may enter into a commitment with a SPAC for a private investment in a public equity (“PIPE”) which will be satisfied if and when the SPAC completes its merger or acquisition. PIPEs are illiquid and restricted, and unfunded SPAC PIPE commitments are marked-to-market with the unrealized appreciation/depreciation separately presented in the Statement of Assets and Liabilities and Statement of Operations. As of September 30, 2022, neither Fund held unfunded SPAC PIPE commitments.

(c) SECURITIES TRANSACTIONS AND INVESTMENT INCOME

For financial statement purposes, security transactions are accounted for on a trade date basis. Accordingly, differences between the net asset values for financial statement purposes and for executing shareholders transactions may arise. Realized gains and losses on sales of securities are reported using the specific identification cost method. Interest income, adjusted for accretion of discounts and amortization of premiums, is recognized on the accrual basis. Dividend income is recorded on the ex-dividend date, except that certain dividends from foreign securities where the ex-dividend date may

 

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have passed are recorded as soon as a Fund is informed of such dividends in the exercise of reasonable diligence. If applicable, any foreign capital gains taxes are accrued, net of unrealized gains, and are payable upon the sale of such investments.

Additionally, income may be impacted by certain investments held by the fund. For MLP Energy Fund, the character of distributions made during the year from net investment income or net capital gains may differ from its ultimate characterization for federal income tax purposes.

(d) FOREIGN CURRENCY TRANSLATION

The books and records of the Funds are maintained in U.S. dollars. Investment valuations and other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Prevailing foreign exchange rates may generally be obtained at the close of the NYSE, normally 4:00 p.m. Eastern Time. The portion of realized and unrealized gains or losses on investments due to fluctuations in foreign currency exchange rates is not separately disclosed.

(e) MASTER LIMITED PARTNERSHIPS

Entities commonly referred to as MLPs are generally organized under state law as limited partnerships or limited liability companies. MLP Energy Fund invests in MLPs receiving partnership taxation treatment under the Internal Revenue Code of 1986, as amended (the “Code”), and whose interests or “units” are traded on securities exchanges like shares of corporate stock. To be treated as a partnership for U.S. federal income tax purposes, an MLP whose units are traded on a securities exchange must receive at least 90% of its income from qualifying sources such as interest, dividends, real property rents, gains on dispositions of real property, income and gains from mineral or natural resources activities, income and gains from the transportation or storage of certain fuels, and, in certain circumstances, income and gains from commodities or futures, forwards and options on commodities. Mineral or natural resources activities include exploration, development, production, processing, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide. An MLP consists of a general partner and limited partners (or in the case of MLPs organized as limited liability companies, a managing member and members).

The general partner or managing member typically controls the operations and management of the MLP and has an ownership stake in the partnership or limited-liability company. The limited partners or members, through their ownership of limited partner or member interests, provide capital to the entity, are intended to have no role in the operation and management of the entity and receive cash distributions. MLP Energy Fund’s investments in MLPs consist only of limited partner or member interest ownership. The MLPs themselves generally do not pay U.S. federal income taxes. Thus, unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends). Currently, most MLPs operate in the energy and/or natural resources sector.

(f) RESTRICTED SECURITIES

MLP Energy Fund may invest up to 15% of its total assets in unregistered or otherwise restricted securities. A restricted security is a security which has been purchased through a private offering and cannot be resold to the general public without prior registration under the Securities Act of 1933 (the “1933 Act”) or pursuant to the resale limitations provided by Rule 144 under the 1933 Act, or an exemption from the registration requirements of the 1933 Act. Certain restricted securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

The restricted securities held by MLP Energy Fund at September 30, 2022 are identified below and are also presented in the Fund’s Schedule of Investments.

 

Security

        % of Net     
Assets
     Acquisition  
Date
     Shares/
Units
     Cost            Fair Value        

EMG Utica | Offshore Co-Investment LP

         0.95%        02/22/13        16,000,000          13,489,733        9,092,368

TortoiseEcofin Acquisition Corp III—
Founder Shares

         0.00%*        07/21/21        104,850      315    315
  

 

        

 

  

 

Total Restricted Securities

         0.00%*            $        315              $        315          
  

 

        

 

  

 

* Represents less than 0.005% of net assets.

(g) SHORT SALES

 

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Certain Funds may sell securities short. Short sales are transactions in which a Fund sells a security that it does not own in anticipation of a decline in the value of that security. To complete such a transaction, a Fund must borrow the security to deliver to the buyer. The Fund is then obligated to replace the security borrowed by purchasing it in the open market at some later date. The Fund bears the risk of a loss if the market price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will realize a gain if the security declines in value between those dates. There can be no assurance that securities necessary to cover a short position will be available for purchase. All short sales must be fully collateralized. The Fund maintains collateral consisting of cash, U.S. government securities or other liquid assets in an amount at least equal to the value of their respective short positions. The Fund is liable for any dividends or interest payable on securities while those securities are in a short position. Neither Fund held securities sold short as of September 30, 2022.

(h) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The following discloses the Funds’ use of derivative instruments and hedging activities.

The Funds’ investment objectives not only permit the Funds to purchase investment securities but also allow certain Funds to enter into various types of derivative contracts, including, but not limited to, futures contracts, forward currency contracts, and purchased and written option contracts. In doing so, the Funds will employ strategies in differing combinations to permit them to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity or debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Funds to pursue their objectives more quickly and efficiently than if they were to make direct purchases or sales of securities capable of affecting a similar response to market factors.

Market Risk Factors: In pursuit of their investment objectives, certain Funds may use derivatives that increase or decrease a Fund’s exposure to the following market risk factors:

Credit Risk: Credit risk is the risk an issuer will be unable to make principal and interest payments when due, or will default on its obligations.

Equity Risk: Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk: Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency.

The value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the value of the foreign currency denominated security will increase as the dollar depreciates against the currency.

Interest Rate Risk: Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed income investments, and a decline in general interest rates will tend to increase the value of such investments. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Risk of Investing in Derivatives: The Funds’ use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Funds are using derivatives to decrease or hedge exposures to market risk factors for securities held by the Funds, there are also risks that those derivatives may not perform as expected, resulting in losses for the combined or hedged positions.

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Funds to increase their market value exposure relative to their net assets and can substantially increase the volatility of the Funds’ performance.

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Funds. Typically, the associated risks are not the risks that the Funds are attempting to increase or decrease exposure to, per their investment objectives, but are the additional risks from investing in derivatives.

 

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Examples of these associated risks are liquidity risk, which is the risk that the Funds will not be able to settle the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Funds. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.

Futures: Tactical Plus Fund invests in futures contracts to gain exposure to, or hedge against, changes in the value of equities, commodities, interest rates or foreign currencies, or to gain exposure to momentum. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The underlying asset is not physically delivered. Futures contracts are valued at their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to segregate liquid assets in accordance with the initial margin requirements of the clearinghouse to secure the Fund’s performance. The clearinghouse also requires daily settlement of variation margin representing changes in the value of each contract. Fluctuations in the value of the contracts are recorded as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as net realized gain (loss) on futures contracts.

The primary risks associated with the use of futures contracts are imperfect correlation between changes in fair values of the underlying assets and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk in the Funds exchange-traded futures contracts is minimized because the counterparty in each trade is the exchange’s clearinghouse, which assures performance of the contract.

Options Writing/Purchasing: MLP Energy Fund writes equity call options with the purpose of generating realized gains from premiums as a means to enhance distributions to the Fund’s common shareholders. Tactical Plus Fund may purchase and write put and call options on broad-based stock indices and on individual securities as part of its investment strategy and for hedging purposes.

A call option on a security is a contract that gives the holder of such call option the right to buy the security underlying the call option from the writer of such call option at a specified price at any time during the term of the option. A put option gives the holder of such put option the right to sell the underlying security to the writer of such put option at a specified price at any time during the term of the option. When purchasing options, the Funds pay a premium which is recorded as the cost basis of the option and which is subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options that expire are treated as realized losses. When an option is exercised or closed, premiums paid for purchasing options are offset against proceeds to determine the realized gain or loss on the transaction. When Funds write an option, an amount equal to the net premium received by the Fund is recorded as a liability and is subsequently marked to market to reflect the current value of the option written. Premiums received from writing options that expire are treated as realized gains. Premiums received from writing options that are either exercised or closed are offset against the proceeds received or the amount paid on the transaction to determine the realized gains or losses. As the writer of a covered call option, during the option’s life, the Fund gives up the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but the Fund retains the risk of loss should the price of the underlying security decline.

Swap Agreements: A Fund may enter into equity, interest rate, index, currency rate, and other types of swap agreements in an attempt to obtain a particular return without the need to actually purchase the reference asset. Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a Fund’s exposure to long-term or short-term interest rates (in the U.S. or abroad), foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices, baskets of securities, or inflation rates.

Swap agreements are two-party contracts entered into primarily to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index. Neither Fund invested in such swap agreements during the three months ended September 30, 2022, and neither Fund held swap agreements as of September 30, 2022.

 

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The following is a summary of the fair value of derivative instruments held directly by the Funds as of September 30, 2022, and where such derivatives are recorded:

 

          Assets             Liabilities          
 

Fund

         Written options,      
at Value
    Variation
Margin on
Futures
Contracts^
 
 

Equity Risk Exposure:

    
 

MLP & Energy Infrastructure Fund

     $        (109,150)           $             -              
 

Tactical Plus Fund

     -       377,661          

 

^ Includes cumulative appreciation/depreciation on futures contracts as reported in the Schedules of Investments. Only the current day’s net variation margin is reported.

(i) CASH MANAGEMENT TRANSACTIONS

The Funds may hold cash balances in bank demand deposit accounts with the Funds’ custodian, Citibank, N.A. (“Citibank”). Such amounts are readily accessible to purchase investments or pay Fund expenses. The Funds consider liquid assets deposited in a bank demand deposit account to be cash equivalents. Cash and cash equivalents are valued at cost plus any accrued interest. The Funds may maintain demand deposit accounts that have an aggregate value in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. As a result, the Funds may be exposed to credit risk in the event of insolvency or other failure of Citibank to meet its obligations.

(j) CFTC REGULATION

The CFTC adopted rules to harmonize conflicting United States Securities and Exchange Commission (the “SEC”) and CFTC disclosure, reporting and recordkeeping requirements for registered investment companies that do not meet an exemption from the definition of commodity pool. The harmonization rules provide that the CFTC will accept the SEC’s disclosure, reporting, and recordkeeping regime as substituted compliance for substantially all of the otherwise applicable CFTC regulations as long as such investment companies meet the applicable SEC requirements.

With respect to Tactical Plus Fund, Salient Advisor has not made an initial filing under CFTC Regulation 4.5 of the CEA. Salient Advisor meets the definition of a commodity pool operator with respect to this Fund, and it will be subject to regulation by the CFTC as a commodity pool.

3. FAIR VALUE MEASUREMENTS

A three-tier hierarchy has been established to classify fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

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

Level 1—Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date. Investments in any underlying open-ended investment companies are valued at their net asset value daily and classified as Level 1.

Level 2—Quoted prices in markets which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability.

 

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Level 3—Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

The following tables summarize the Funds’ investments and derivative financial instruments categorized in the disclosure hierarchy as of September 30, 2022:

 

Investments in Securities    Level 1      Level 2     Level 3      Total  

MLP Energy Fund

          

Master Limited Partnerships(a)

   $ 237,595,824           $        —               $            —         $ 237,595,824     

MLP Related Companies(a)

     711,665,120           —               9,092,368           720,757,488     

Special Purpose Acquisition Companies

     —             —               315           315     
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $     949,260,944           $        —               $9,092,683         $     958,353,627     
  

 

 

    

 

 

   

 

 

    

 

 

 

Tactical Plus Fund

          

Exchange Traded Funds(a)

   $ 14,230,766           $            —         $            —         $ 14,230,766     

Money Market Fund

     56,591,622           —           —             56,591,622     

Purchased Options

     310,962           —           —             310,962     
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 71,133,350           $            —         $            —         $ 71,133,350     
  

 

 

    

 

 

   

 

 

    

 

 

 

 

Other Financial Instruments(b)    Level 1      Level 2      Level 3              Total          

MLP Energy Fund

 

Assets

           

Written Options

   $                     –      $         196,755      $                     –      $         196,755  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $                     –      $         196,755      $                     –      $         196,755  
  

 

 

    

 

 

    

 

 

    

 

 

 

Tactical Plus Fund

 

Liabilities

           

Futures Contracts

     (497,007)                      (497,007)  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $      (497,007)      $                     –      $                     –      $      (497,007)  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

(a) For detailed descriptions of industry or country see the accompanying Schedules of Investments.

(b) Other financial instruments include any derivative instruments not reflected in the Schedules of Investments as Investment Securities, such as futures contracts.

For the three months ended September 30, 2022, no Funds had transfers between the fair value levels designated in the preceding table and there were no significant unobservable inputs (Level 3) used in determining fair value. Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable.

4. SCHEDULE OF INVESTMENTS

The investment categories used in this report may differ from the industry classification categories used for determining compliance with industry concentration restrictions and requirements applicable to each of the Funds.

 

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5. AFFILIATED COMPANIES

As defined by the 1940 Act, an affiliated company is one in which a Fund owns 5% or more of the outstanding voting securities or a company that is under common ownership or control. During the three months ended September 30, 2022, neither fund owned 5% or more of the outstanding voting shares of any security.

6. PANDEMICS AND ASSOCIATED ECONOMIC DISRUPTION

An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general anxiety and economic uncertainty. It is not known how long any negative impacts, or any future impacts of other significant events such as a substantial economic downturn, will last. Health crises caused by outbreaks of disease, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks. This outbreak, and other epidemics and pandemics that may arise in the future, could negatively affect the global economy, as well as the economies of individual countries, individual companies and the market in general in significant and unforeseen ways. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, impact a Fund’s ability to complete repurchase requests, and affect Fund performance. Any such impact could adversely affect a Fund’s performance, the performance of the securities in which the Fund invests, lines of credit available to the Fund and may lead to losses on your investment in the Fund. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.

7. SUBSEQUENT EVENTS

On May 26, 2022, Westwood Holdings Group, Inc. (“Westwood”), announced that it had entered into a definitive agreement with Salient Partners, L.P. (“Salient”), pursuant to which Westwood will acquire Salient’s asset management business, including management of the Funds covered in this report, subject to a shareholder vote to approve an Agreement and Plan of Reorganization and Termination (the “Plan”). The shareholder votes took place at a special meeting of shareholders held on November 4, 2022, with the required majority of shareholders of each Fund approving the Plan. Accordingly, it is anticipated that each Fund will be reorganized into a corresponding newly formed series of the Ultimus Managers Trust to be managed by a Westwood-affiliated registered investment adviser after the close of business on November 18, 2022.

 

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