N-CSR 1 fp0088452-2_ncsr.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-08194

 

FINANCIAL INVESTORS TRUST

(Exact name of registrant as specified in charter)

 

1290 Broadway, Suite 1000, Denver, Colorado 80203

(Address of principal executive offices) (Zip code)

 

Brendan Hamill, Esq., Secretary

Financial Investors Trust

1290 Broadway, Suite 1000

Denver, Colorado 80203

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 303-623-2577

 

Date of fiscal year end: April 30

 

Date of reporting period: April 30, 2024

1

 

Item 1. Reports to Stockholders.

 

(a) 

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

ANNUAL REPORT

 

 

SHAREHOLDER LETTER 1
PERFORMANCE UPDATE 5
DISCLOSURE OF FUND EXPENSES 7
PORTFOLIO OF INVESTMENTS 8
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 34
ADDITIONAL INFORMATION 35
DISCLOSURE REGARDING APPROVAL OF FUND ADVISORY AGREEMENTS 37
LIQUIDITY RISK MANAGEMENT PROGRAM 39
TRUSTEES AND OFFICERS 40
PRIVACY POLICY 43

 

Disciplined Growth Investors’ goal is to communicate clearly and transparently with our clients and mutual fund shareholders. It is mutually beneficial when our shareholders understand how we invest, what we are currently thinking and forecasting, and the specific investment decisions we have made. Our views and opinions regarding the investment prospects of our portfolio holdings and the Fund are “forward looking statements” which may or may not be accurate over the long term. While we believe we have a reasonable basis for these forecasts and have confidence in our investment team’s views, actual results may differ materially from those we anticipate. Information provided in this report should not be considered a recommendation to purchase or sell any particular security.

 

You can identify forward looking statements as those including words such as “believe”, “expect”, “anticipate”, “forecast”, and similar statement. We cannot assure future performance. These forward-looking statements are made only as-of the date of this report. Following the publication of this report, we will not update any of the forward-looking statements included here.

 

This material must be preceded or accompanied by a prospectus. Please read the prospectus carefully before investing.

 

APRIL 30, 2024 DGINV.COM

 

The Disciplined Growth Investors Fund Shareholder Letter

 

April 30, 2024 (Unaudited)

 

Fiscal Year Summary

April 30th marked The DGI Fund’s fiscal year end. For the year, The Fund returned 44.95%. Stocks in the Fund returned 65.87% while bonds returned 1.67%. The S&P 500 returned 22.66% in the same period.

 

Since Inception (8/12/2011-4/30/2024), the DGI Fund has returned 12.51% (annualized), above our goal when we opened the Fund of a double-digit annualized growth rate over long periods of time. The stocks and bonds in the fund have returned annualized rates of 16.61% and 2.15%, respectively, in the same span. The S&P 500 index has averaged 14.28% annually since the Fund’s inception.

 

As of 4/30/24, The DGI Fund’s assets stood at $524.2 million in over 1000 investor accounts. Assets increased 45% in the last year, largely via increasing asset values. Shareholders contributed $32.3 million and withdrew $27.2 million.

 

Since Fund inception, investors have contributed $347.1 million and withdrawn $150.9 million. Investment appreciation and income – including past dividends and capital gains distributions – have totaled $356.2 million. The balance of investor contributions and our investment team’s ability to generate returns is a testament to the “partnership” aspect of The DGI Fund. We believe a key component to the Fund’s success is the steadfastness of its investor base, with average annual turnover below 2% (turnover in the headcount of investors).

 

Performance Commentary

As is clear from the returns numbers above, stocks were the main driver of performance in the last year. The Fund’s stocks contributed 44.49% to the Fund’s total return while bonds contributed 0.46%.

 

Stock performance was broad-based as 27 of the 41 stocks in the Fund had positive returns for the year. Ten stocks contributed over 1% to the Fund’s performance. The clear differentiator was SuperMicro, which increased 695.97% and contributed 48.54% to the Fund’s total return.

 

As a brief background, SuperMicro develops and manufactures high performance computer server and datacenter system solutions. We believe the company’s unique development process and business model gives them a significant sustainable advantage over competitors, and results in their servers typically being both the highest performing and lowest cost option for their business customers.

 

An emerging area of growth for SuperMicro is servers and systems to power artificial intelligence (AI) applications. These servers are powered by specialized high-performance semiconductor chips called GPUs produced by chipmakers such as Nvidia. SuperMicro has developed deep technical partnerships with Nvidia and the other leading chip makers, which helps them maintain a performance advantage over the competition.

 

The DGI Fund has held SuperMicro for nearly 9 years (since May of 2015). We jokingly refer to stocks like Super Micro Computer, Inc. (SMCI) as “10-year overnight successes.” In the Fund’s first 7.5 years of ownership through 12/31/23, the stock’s annualized return was 12.65%, higher than our annual target rate of return for stocks. A satisfactory if not outsized growth rate in our opinion.

 

Entering 2023, SMCI was the largest weight of any holding in the Fund, based on the attractive expected return suggested by our research, our investment team’s conviction in the company, and their leadership team’s ability to execute on their business plan in a rapidly growing market (artificial intelligence). In just the 16 months since the start of 2023 (1/1/2023 to 4/30/24), the

 

 

Annual Report | April 30, 2024 1

 

The Disciplined Growth Investors Fund Shareholder Letter

 

April 30, 2024 (Unaudited)

 

stock increased 946.02%, bringing the Fund’s cumulative return in the stock to nearly a 25-fold increase.

 

Beneath the SuperMicro headline, other stocks also posted significant positive returns. Two other stocks increased over 100% – Pure Storage and Royal Caribbean – and three others were up over 50%.

 

The primary detractors from performance in the year were Viasat (-54.69%), Sleep Number (-54.26%), and LGI Homes (-24.02%).

 

While there were no shortage of macroeconomic factors weighing on the overall stock market in the last twelve months, in our view portfolio performance has been driven by the business execution and fundamental progress of the companies owned within the Fund. As a group, the revenues and net income of fund holdings have steadily increased over time, with a noticeable acceleration since the end of 2020.

 

Outlook for Stocks

In our annual Owners Forum livestream with shareholders, we discussed five reasons we are optimistic about the next seven-plus years for both equities and fixed income. (A replay of that livestream event is available on the Fund’s website, www.dgifund.com, under “Insights”). First, we see a significant “value gap” in stocks. For purposes of the DGI Fund’s portfolio, a value gap occurs when stocks are trading below our assessed value for the company. In December of 2022, our work showed that stocks were trading at a 44% discount to our assessed value. A value gap is fairly typical near the bottom of a bear market. However, even after the 2023 recovery, our work showed stocks in the Fund trading at a 31% discount to our estimate of their intrinsic value.

 

Another reason for our optimism is that our investment approach is generally most favorably rewarded when the stock market is focused on fundamental business value, rather than non-fundamental factors such as stock price momentum or geopolitics. The 2022 bear market and subsequent rally suggests overall market participants shifted away from high-priced stocks toward a value-oriented approach. From the market bottom (9/30/2022) to the end of 2023, stocks in the Fund returned 112% vs. a 50% return for the S&P 500.

 

Other reasons for an optimistic outlook for stocks are the fundamental progress of the Fund’s companies (think revenue growth, profit margin expansion, etc) and the potential for serial innovation. Serial innovation is a key investment attribute we look for in both potential and current investments, and it is encouraging that we see our companies executing on this front.

 

Outlook for Bonds

The fifth reason for our optimistic outlook is the higher yields that investment-grade bonds offer now versus just 18 months ago and prior. Coming into 2022, the Fund’s bond portfolio’s yield was just above 1.5%. By the end of 2022 and sustained through 2023, that yield was nearly 5%.

 

It may sound small, but that 3.5% shift is a 3x increase in bond yields. If bonds average 35% of Fund assets, that suggests a 1.75% contribution to overall Fund performance.

 

While we do not know if or when the Federal Reserve will cut interest rates and therefore lower the yield for new bond issues, the relatively sustained higher-yield environment has allowed us to purchase bonds in the Fund at these yields which we intend to hold to maturity. It also allows us to purchase bonds with longer durations (essentially maturity dates that are further out), which would likely have a price return benefit if or when interest rates do come down.

 

 

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The Disciplined Growth Investors Fund Shareholder Letter

 

April 30, 2024 (Unaudited)

 

These are the highest yields for bonds in the Fund since inception in 2011.

 

New Purchases and Complete Sales

Overall trading activity was lower in 2023 than in recent years. We spent 2020 and 2021 reducing valuation risk in the portfolio during what we saw as a stimulus-induced bubble in stocks. In each year, we sold 10 stocks out of the Fund. In the last twelve months, we added one new stock to the Fund and fully sold one.

 

In November of 2023, we sold the remaining position in Sleep Number (SNBR). The primary reason was increasing financial risk combined with increased business execution risk as the company took on a series of ill-advised share buybacks. The latter tranches of these share repurchases were debt-financed, leading to significantly increased levels of debt on the balance sheet (financial risk).

 

In February of 2024, the Fund made an initial investment in Progyny, Inc. (PGNY). Progyny is a leading fertility benefits management company. It enables individuals to fulfill their dream of parenthood through a unique end-to-end approach—a differentiated benefits plan design, comprehensive patient support, active management of a selective fertility specialist network, and an integrated pharmacy program. In turn, Progyny’s clients (self-insured employers) have lower healthcare costs and gain transparency into the effectiveness of their fertility coverage. Moreover, Progyny’s members (patients) get treatment from the best physicians in the US and experience superior clinical outcomes. Progyny was founded in 2016 and has ~400 employees.

 

Sincerely,

 

Frederick Martin, CFA – Portfolio Manager

 

Rob Nicoski, CPA* – Portfolio Manager

 

Nick Hansen, CFA, CAIA – Portfolio Manager

 

Jason Lima, CFA – Portfolio Manager

 

 

Annual Report | April 30, 2024 3

 

The Disciplined Growth Investors Fund Shareholder Letter

 

April 30, 2024 (Unaudited)

 

*CPA License Inactive.

 

The S&P 500® Total Return Index is an unmanaged index of 500 common stocks chosen for market size, liquidity and industry group representation. It is a market-value weighted index. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly in the Index.

 

Asset class-specific performance is before fees. The Fund’s single fee – the management fee – is paid from the Fund’s holding of cash. Total Fund net-of-fees performance is presented in this letter, later in this annual report, and is updated monthly on the Fund’s website, www.dgifund.com.

 

The views of Disciplined Growth Investors, Inc. and information discussed in this commentary are as of the date of this report, are subject to change, and may not reflect the writers’ current views.

 

The views expressed are those of the Fund’s adviser only, and represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the portfolios or any securities or any sectors mentioned in this letter. The subject matter contained in this letter has been derived from several sources believed to be reliable and accurate at the time of compilation. Neither Disciplined Growth Investors, Inc. nor the Fund accepts any liability for losses either direct or consequential caused by the use of this information.

 

The Fund is distributed by ALPS Distributors, Inc.

 

The Fund is subject to investment risks, including possible loss of the principal amount invested and therefore is not suitable for all investors. The Fund may not achieve its objectives.

 

Diversification does not eliminate the risk of experiencing investment losses.

 

Fred Martin is a registered representative of ALPS Distributors, Inc. CFA Institute Marks are trademarks owned by the CFA Institute.

 

 

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The Disciplined Growth Investors Fund Performance Update

 

April 30, 2024 (Unaudited)

 

Annualized Total Return Performance (for the period ended April 30, 2024)

 

  1 Year 3 Year 5 Year 10 Year Since Inception*
The Disciplined Growth Investors Fund 44.95% 9.11% 12.70% 11.27% 12.51%
S&P 500® Total Return Index(1) 22.66% 8.06% 13.19% 12.41% 14.28%

 

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month-end performance data please call 1.855.DGI.FUND.

 

The table does not reflect the deductions of taxes a shareholder would pay on Fund distributions or redemptions of Fund shares.

 

Subject to investment risks, including possible loss of the principal amount invested.

 

*Fund Inception date of August 12, 2011.

 

(1)The S&P 500® Total Return Index is an unmanaged index of 500 common stocks chosen for market size, liquidity and industry group representation. It is a market-value weighted index. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly in the Index.

 

 

Annual Report | April 30, 2024 5

 

The Disciplined Growth Investors Fund Performance Update

 

April 30, 2024 (Unaudited)

 

Growth of $10,000 Investment in the Fund (for the period ended April 30, 2024) 

 

 

 

The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Investing in the Fund is subject to investment risks, including possible loss of the principal amount invested.

 

Industry Sector Allocation

(as a % of Net Assets)*

 
   
Technology 37.26%
Industrials 11.22%
Consumer Discretionary 9.63%
Health Care 5.45%
Energy 4.73%
Communications 0.79%
Corporate Bonds 20.08%
Government Bond 10.50%
Other Assets in Excess of Liabilities 0.34%

Top Ten Holdings

(as a % of Net Assets)*

 
   
Super Micro Computer, Inc. 7.19%
U.S. Treasury Note 4.22%
Pure Storage, Inc. 3.79%
Plexus Corp. 3.01%
Arista Networks, Inc. 2.97%
Microchip Technology, Inc. 2.91%
Align Technology, Inc. 2.79%
Akamai Technologies, Inc. 2.74%
Garmin, Ltd. 2.67%
Gentex Corp. 2.64%
Top Ten Holdings 34.93%


*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

 

 

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The Disciplined Growth Investors Fund Disclosure of Fund Expenses

 

April 30, 2024 (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees. This example is intended to help you understand your ongoing costs (in dollars), of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period of November 1, 2023 through April 30, 2024.

 

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

 

Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on 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 this 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 transactional costs, such as sales charges (loads), redemption fees 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 transactional costs were included, your costs would have been higher.

 

  Beginning Account
Value
11/1/2023
Ending Account
Value
4/30/2024
Expense Ratio(a) Expenses Paid
During period
11/1/2023 - 4/30/2024(b)
Actual $1,000.00 $1,349.50 0.78% $ 4.56
Hypothetical (5% return before expenses) $1,000.00 $1,020.98 0.78% $ 3.92

 

(a)The Fund's expense ratios have been annualized based on the Fund's most recent fiscal half-year expenses.
(b)Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182)/366 (to reflect the half-year period).

 

 

Annual Report | April 30, 2024 7

 

The Disciplined Growth Investors Fund Portfolio of Investments

 

April 30, 2024

 

   Shares  Value
(Note 2)
COMMON STOCKS (69.08%)          
COMMUNICATIONS (0.79%)          
Media (0.79%)          
Take-Two Interactive Software, Inc. (a)   29,064   $4,150,630 
           
TOTAL COMMUNICATIONS        4,150,630 
           
CONSUMER DISCRETIONARY (9.63%)          
Consumer Discretionary Products (4.89%)          
Gentex Corp.   403,374    13,835,728 
Gentherm, Inc. (a)   44,772    2,264,120 
LGI Homes, Inc. (a)   60,517    5,442,294 
Under Armour, Inc. , Class A(a)   607,975    4,091,672 
         25,633,814 
           
Consumer Discretionary Services (2.46%)          
Royal Caribbean Cruises, Ltd. (a)   66,644    9,305,502 
Strategic Education, Inc.   31,052    3,566,011 
         12,871,513 
           
Retail & Whsle - Discretionary (2.28%)          
Floor & Decor Holdings, Inc. , Class A(a)   104,536    11,533,457 
Stitch Fix, Inc. , Class A(a)   197,364    418,412 
         11,951,869 
           
TOTAL CONSUMER DISCRETIONARY        50,457,196 
           
ENERGY (4.73%)          
Oil & Gas (4.73%)          
Core Laboratories, Inc.   32,247    509,503 
Coterra Energy, Inc.   430,642    11,782,365 
Southwestern Energy Co. (a)   1,665,965    12,478,078 
         24,769,946 
           
TOTAL ENERGY        24,769,946 

 

 

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The Disciplined Growth Investors Fund Portfolio of Investments

 

April 30, 2024

 

   Shares  Value
(Note 2)
HEALTH CARE (5.45%)          
Health Care (5.45%)          
Align Technology, Inc. (a)   51,734   $14,608,647 
Intuitive Surgical, Inc. (a)   27,295    10,116,073 
Myriad Genetics, Inc. (a)   119,476    2,338,145 
Progyny, Inc. (a)   47,504    1,522,978 
         28,585,843 
           
TOTAL HEALTH CARE        28,585,843 
           
INDUSTRIALS (11.22%)          
Industrial Products (6.63%)          
Cognex Corp.   320,949    13,332,221 
Generac Holdings, Inc. (a)   33,369    4,536,849 
Graco, Inc.   43,784    3,511,477 
Proto Labs, Inc. (a)   145,177    4,424,995 
Snap-on, Inc.   33,361    8,939,414 
         34,744,956 
           
Industrial Services (4.59%)          
Alarm.com Holdings, Inc. (a)   198,696    13,213,284 
Landstar System, Inc.   31,606    5,512,402 
MSC Industrial Direct Co., Inc. , Class A   58,744    5,359,803 
         24,085,489 
           
TOTAL INDUSTRIALS        58,830,445 
           
TECHNOLOGY (37.26%)          
Software & Tech Services (6.18%)          
Akamai Technologies, Inc. (a)   142,149    14,347,099 
Autodesk, Inc. (a)   37,045    7,885,028 
Intuit, Inc.   15,013    9,392,433 
Paychex, Inc.   6,506    772,978 
         32,397,538 

 

 

Annual Report | April 30, 2024 9

 

The Disciplined Growth Investors Fund Portfolio of Investments

 

April 30, 2024

 

   Shares  Value
(Note 2)
TECHNOLOGY (continued)          
Tech Hardware & Semiconductors (31.08%)          
Arista Networks, Inc. (a)   60,657   $15,562,160 
Dolby Laboratories, Inc. , Class A   120,140    9,330,073 
Garmin, Ltd.   97,032    14,018,213 
InterDigital, Inc.   87,869    8,675,306 
IPG Photonics Corp. (a)   49,539    4,160,285 
Microchip Technology, Inc.   166,007    15,269,324 
Plexus Corp. (a)   156,259    15,783,722 
Power Integrations, Inc.   155,567    10,379,430 
Pure Storage, Inc. , Class A(a)   394,706    19,893,182 
Semtech Corp. (a)   195,057    7,338,044 
Super Micro Computer, Inc. (a)   43,873    37,678,132 
Viasat, Inc. (a)   304,093    4,838,120 
         162,925,991 
           
TOTAL TECHNOLOGY        195,323,529 
           
TOTAL COMMON STOCKS          
(Cost $252,812,936)       $362,117,589 
           

 

   Principal
Amount
  Value
(Note 2)
CORPORATE BONDS (18.01%)          
COMMUNICATIONS (0.70%)          
Cable & Satellite (0.24%)          
Comcast Corp.          
2.650% 02/01/2030  $1,440,000   $1,248,895 
           
Wireless Telecommunications Services (0.46%)          
AT&T, Inc.          
4.350% 03/01/2029   1,280,000    1,221,749 
Verizon Communications, Inc.          
4.329% 09/21/2028   1,264,000    1,211,607 
         2,433,356 
           
TOTAL COMMUNICATIONS        3,682,251 
           
CONSUMER DISCRETIONARY (1.34%)          
Airlines (0.22%)          
Southwest Airlines Co.          
3.450% 11/16/2027   1,244,000    1,155,582 

 

 

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The Disciplined Growth Investors Fund Portfolio of Investments

 

  April 30, 2024

 

   Principal
Amount
   Value
(Note 2)
 
CONSUMER DISCRETIONARY (continued)          
Consumer Services (0.22%)          
Cintas Corp. No 2          
6.150% 08/15/2036  $1,120,000   $1,178,378 
           
Restaurants (0.23%)          
Starbucks Corp.          
4.000% 11/15/2028   1,270,000    1,208,593 
           
Retail - Consumer Discretionary (0.67%)          
Advance Auto Parts, Inc.          
3.900% 04/15/2030   1,394,000    1,245,087 
Amazon.com, Inc.          
5.200% 12/03/2025   1,035,000    1,034,841 
Lowe's Cos., Inc.          
3.650% 04/05/2029   1,305,000    1,211,205 
           
TOTAL CONSUMER DISCRETIONARY        7,033,686 
           
CONSUMER STAPLES (0.95%)          
Consumer Products (0.23%)          
Clorox Co.          
3.100% 10/01/2027   1,300,000    1,210,925 
           
Food & Beverage (0.49%)          
Hormel Foods Corp.          
1.700% 06/03/2028   1,400,000    1,222,106 
Keurig Dr Pepper, Inc.          
5.300% 03/15/2034   1,350,000    1,315,097 
         2,537,203 
           
Mass Merchants (0.23%)          
Costco Wholesale Corp.          
1.600% 04/20/2030   1,480,000    1,216,186 
           
TOTAL CONSUMER STAPLES        4,964,314 
           
ENERGY (2.62%)          
Exploration & Production (0.43%)          
ConocoPhillips Co.          
3.350% 05/15/2025   1,100,000    1,074,137 

 

 

Annual Report | April 30, 2024 11

 

The Disciplined Growth Investors Fund Portfolio of Investments

 

April 30, 2024

 

   Principal
Amount
   Value
(Note 2)
 
ENERGY (continued)          
Exploration & Production (continued)          
Devon Energy Corp.          
5.850% 12/15/2025  $1,200,000   $1,201,436 
         2,275,573 
           
Integrated Oils (0.23%)          
BP Capital Markets America, Inc.          
4.893% 09/11/2033   1,253,000    1,204,418 
           
Pipeline (1.50%)          
Eastern Energy Gas Holdings LLC, Series B          
3.000% 11/15/2029   939,000    814,179 
El Paso Natural Gas Co. LLC          
7.500% 11/15/2026   1,000,000    1,041,042 
Energy Transfer LP          
5.250% 04/15/2029   1,245,000    1,225,916 
Enterprise Products Operating LLC          
3.125% 07/31/2029   1,355,000    1,223,287 
MPLX LP          
2.650% 08/15/2030   1,463,000    1,233,131 
ONEOK, Inc.          
6.875% 09/30/2028   1,062,000    1,104,227 
Williams Cos., Inc.          
5.150% 03/15/2034   1,250,000    1,194,238 
         7,836,020 
           
Refining & Marketing (0.46%)          
Phillips 66          
2.150% 12/15/2030   1,498,000    1,219,318 
Valero Energy Corp.          
6.625% 06/15/2037   1,140,000    1,204,250 
         2,423,568 
           
TOTAL ENERGY        13,739,579 
           
FINANCIALS (2.91%)          
Banks (0.43%)          
US Bancorp, Series DMTN          
3.000% 07/30/2029   1,416,000    1,240,763 
Wachovia Corp.          
7.574% 08/01/2026 (b)   995,000    1,031,062 
         2,271,825 

 

 

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The Disciplined Growth Investors Fund Portfolio of Investments

 

April 30, 2024

 

   Principal
Amount
   Value
(Note 2)
 
FINANCIALS (continued)          
Commercial Finance (0.23%)          
GATX Corp.          
5.450% 09/15/2033  $1,245,000   $1,195,331 
           
Consumer Finance (0.43%)          
American Express Co.          
3.300% 05/03/2027   1,176,000    1,106,809 
Capital One Financial Corp.          
4.200% 10/29/2025   1,150,000    1,121,121 
         2,227,930 
           
Diversified Banks (0.70%)          
Bank of America Corp., Series L          
4.183% 11/25/2027   1,280,000    1,225,145 
Citigroup, Inc.          
4.125% 07/25/2028   1,300,000    1,224,624 
JPMorgan Chase & Co.          
4.125% 12/15/2026   1,255,000    1,212,655 
         3,662,424 
           
Financial Services (0.43%)          
Morgan Stanley          
5.000% 11/24/2025   1,030,000    1,019,584 
Northern Trust Corp.          
3M US L + 1.131% 05/08/2032 (c)   1,349,000    1,248,633 
         2,268,217 
           
Life Insurance (0.22%)          
Principal Financial Group, Inc.          
3.100% 11/15/2026   1,201,000    1,133,096 
           
Real Estate (0.47%)          
Simon Property Group LP          
2.450% 09/13/2029   1,440,000    1,239,689 
Welltower OP LLC          
4.125% 03/15/2029   1,310,000    1,227,684 
         2,467,373 
           
TOTAL FINANCIALS        15,226,196 

 

 

Annual Report | April 30, 2024 13

 

The Disciplined Growth Investors Fund Portfolio of Investments

 

  April 30, 2024

 

   Principal
Amount
   Value
(Note 2)
 
 HEALTH CARE (1.36%)          
 Health Care Facilities & Services (0.47%)          
 CVS Health Corp.      
3.250% 08/15/2029  $1,362,000   $1,221,738 
 Quest Diagnostics, Inc.          
6.400% 11/30/2033   1,160,000    1,215,426 
         2,437,164 
Medical Equipment & Devices Manufacturing (0.46%)          
 Agilent Technologies, Inc.          
2.300% 03/12/2031   1,495,000    1,227,720 
 GE HealthCare Technologies, Inc.          
5.600% 11/15/2025   1,200,000    1,198,415 
         2,426,135 
 Pharmaceuticals (0.43%)          
 Astrazeneca Finance LLC          
1.750% 05/28/2028   1,400,000    1,225,884 
 Bristol-Myers Squibb Co.          
6.800% 11/15/2026   1,000,000    1,036,792 
         2,262,676 
           
 TOTAL HEALTH CARE        7,125,975 
           
 INDUSTRIALS (2.12%)          
 Aerospace & Defense (0.43%)          
 General Dynamics Corp.          
3.500% 05/15/2025   1,100,000    1,080,264 
 RTX Corp.          
7.500% 09/15/2029   1,085,000    1,184,729 
         2,264,993 
 Engineering & Construction (0.13%)          
 Fluor Corp.          
4.250% 09/15/2028   750,000    700,343 
           
 Industrial Other (0.23%)          
 Emerson Electric Co.          
2.000% 12/21/2028   1,370,000    1,198,280 
           
 Railroad (0.45%)          
 CSX Corp.          
3.400% 08/01/2024   1,124,000    1,117,922 

 

 

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The Disciplined Growth Investors Fund Portfolio of Investments

 

  April 30, 2024

 

   Principal
Amount
   Value
(Note 2)
 
 INDUSTRIALS (continued)          
 Railroad (continued)          
 Union Pacific Corp.          
2.400% 02/05/2030  $1,419,000   $1,217,295 
         2,335,217 
 Transportation & Logistics (0.45%)          
 FedEx Corp.          
2.400% 05/15/2031   1,468,000    1,214,250 
 United Parcel Service, Inc.          
6.200% 01/15/2038   1,092,000    1,162,503 
         2,376,753 
 Waste & Environment Services & Equipment (0.43%)          
 Republic Services, Inc.          
2.300% 03/01/2030   1,429,000    1,210,406 
 Waste Management, Inc.          
7.000% 07/15/2028   953,000    1,021,781 
         2,232,187 
           
 TOTAL INDUSTRIALS        11,107,773 
           
 MATERIALS (0.23%)          
 Chemicals (0.23%)          
 Dow Chemical Co.          
7.375% 11/01/2029   1,108,000    1,204,228 
 DuPont de Nemours, Inc.          
4.725% 11/15/2028   14,000    13,726 
         1,217,954 
           
 TOTAL MATERIALS        1,217,954 
           
 UTILITIES (5.78%)          
 Utilities (5.78%)          
 Ameren Corp.          
1.750% 03/15/2028   1,410,000    1,229,862 
 Appalachian Power Co., Series AA          
2.700% 04/01/2031   1,464,000    1,206,094 
 Arizona Public Service Co.          
2.600% 08/15/2029   1,405,000    1,223,672 
 Black Hills Corp.          
3.050% 10/15/2029   1,410,000    1,238,222 

 

 

Annual Report | April 30, 2024 15

 

The Disciplined Growth Investors Fund Portfolio of Investments

 

  April 30, 2024

 

   Principal
Amount
   Value
(Note 2)
 
UTILITIES (continued)          
Utilities (continued)          
CenterPoint Energy, Inc.          
4.250% 11/01/2028  $1,201,000   $1,127,431 
CMS Energy Corp.          
3.450% 08/15/2027   1,303,000    1,232,312 
Commonwealth Edison Co., Series 122          
2.950% 08/15/2027   1,300,000    1,207,427 
DTE Electric Co.          
6.350% 10/15/2032   1,220,000    1,274,114 
Entergy Louisiana LLC          
1.600% 12/15/2030   1,530,000    1,199,333 
Interstate Power and Light Co.          
3.600% 04/01/2029   1,300,000    1,195,967 
National Rural Utilities Cooperative Finance Corp.          
1.650% 06/15/2031   1,500,000    1,165,100 
Nevada Power Co., Series N          
6.650% 04/01/2036   1,330,000    1,403,645 
NextEra Energy Capital Holdings, Inc.          
3.500% 04/01/2029   1,330,000    1,215,058 
NiSource, Inc.          
5.350% 04/01/2034   1,340,000    1,283,067 
Oncor Electric Delivery Co. LLC          
3.700% 11/15/2028   1,289,000    1,205,082 
Piedmont Natural Gas Co., Inc.          
3.500% 06/01/2029   1,285,000    1,169,197 
PPL Electric Utilities Corp.          
6.450% 08/15/2037   963,000    999,259 
Public Service Enterprise Group, Inc.          
5.450% 04/01/2034   1,300,000    1,264,787 
Puget Energy, Inc.          
4.100% 06/15/2030   1,355,000    1,225,926 
Southern Co.          
4.250% 07/01/2036   1,490,000    1,285,679 
Southwest Gas Corp.          
2.200% 06/15/2030   1,500,000    1,243,844 
Tampa Electric Co.          
3.875% 07/12/2024   1,120,000    1,115,457 
Virginia Electric and Power Co.          
5.000% 01/15/2034   1,200,000    1,141,374 
WEC Energy Group, Inc.          
1.800% 10/15/2030   1,550,000    1,238,771 

  

 

16

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The Disciplined Growth Investors Fund Portfolio of Investments
 

April 30, 2024

 

   Principal
Amount
   Value
(Note 2)
 
UTILITIES (continued)          
Utilities (continued)          
Xcel Energy, Inc.          
2.600% 12/01/2029  $1,420,000   $1,217,670 
         30,308,350 
           
TOTAL UTILITIES        30,308,350 
           
TOTAL CORPORATE BONDS          
(Cost $99,497,378)       $94,406,078 
           
FOREIGN CORPORATE BONDS (2.07%)          
ENERGY (0.69%)          
Exploration & Production (0.22%)          
Canadian Natural Resources, Ltd.          
6.450% 06/30/2033   1,130,000    1,176,043 
           
Pipeline (0.47%)          
Enbridge, Inc.          
5.700% 03/08/2033   1,223,000    1,209,422 
TransCanada PipeLines, Ltd.          
7.250% 08/15/2038   1,130,000    1,238,942 
         2,448,364 
           
TOTAL ENERGY        3,624,407 
           
FINANCIALS (0.69%)          
Diversified Banks (0.69%)          
Bank of Nova Scotia          
4.750% 02/02/2026   1,225,000    1,208,940 
Royal Bank of Canada, Series GMTN          
4.650% 01/27/2026   1,229,000    1,209,163 
Toronto-Dominion Bank          
1.200% 06/03/2026   1,340,000    1,228,084 
           
TOTAL FINANCIALS        3,646,187 

 

 

Annual Report | April 30, 2024 17

 

The Disciplined Growth Investors Fund Portfolio of Investments

 

  April 30, 2024

 

   Principal Amount    Value (Note 2)  
HEALTH CARE (0.23%)          
Pharmaceuticals (0.23%)          
Pfizer Investment Enterprises Pte, Ltd.          
4.450%   05/19/2028  $1,220,000   $1,183,678 
           
TOTAL HEALTH CARE        1,183,678 
           
INDUSTRIALS (0.23%)          
Railroad (0.23%)          
Canadian Pacific Railway Co.          
2.900%   02/01/2025   1,250,000    1,223,458 
           
TOTAL INDUSTRIALS        1,223,458 
           
MATERIALS (0.23%)          
Metals & Mining (0.23%)          
BHP Billiton Finance USA, Ltd.          
4.750%   02/28/2028   1,220,000    1,197,687 
           
TOTAL MATERIALS        1,197,687 
           
TOTAL FOREIGN CORPORATE BONDS          
(Cost $11,241,617)       $10,875,417 
           
GOVERNMENT & AGENCY OBLIGATIONS (10.50%)          
U.S. Treasury Bonds          
2.000%   08/15/2025   6,300,000    6,053,414 
2.875%   08/15/2028   290,000    268,901 
U.S. Treasury Notes          
0.250%   08/31/2025   800,000    749,781 
2.625%   04/15/2025   6,700,000    6,537,318 
2.750%   05/15/2025   6,300,000    6,142,501 
3.000%   07/15/2025   6,700,000    6,529,621 
3.500%   09/15/2025   5,450,000    5,329,717 
3.875%   03/31/2025   22,400,000    22,126,448 
4.125%   06/15/2026   670,000    658,144 
4.250%   05/31/2025   670,000    663,012 
           
TOTAL GOVERNMENT & AGENCY OBLIGATIONS          
(Cost $55,416,892)       $55,058,857 

 

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The Disciplined Growth Investors Fund Portfolio of Investments

 

  April 30, 2024

 

   Yield   Shares   Value (Note 2) 
SHORT TERM INVESTMENTS (1.07%)               
MONEY MARKET FUND (1.07%)               
First American Treasury Obligations Fund, Class X   5.210%(d)   5,592,506   $5,592,506 
                
TOTAL SHORT TERM INVESTMENTS               
(Cost $5,592,506)            $5,592,506 
                
TOTAL INVESTMENTS (100.73%)               
(Cost $424,561,329)            $528,050,447 
                
Liabilities In Excess Of Other Assets (-0.73%)             (3,849,943)
                
NET ASSETS (100.00%)            $524,200,504 

 

(a)Non-Income Producing Security.
(b)Step bond. Coupon changes periodically based upon a predetermined schedule. Interest rate disclosed is that which is in effect as of April 30, 2024.
(c)Floating or variable rate security. The reference rate is described below. The rate in effect as of April 30, 2024 is based on the reference rate plus the displayed spread as of the securities last reset date.
(d)Represents the 7-day yield.

 

Common Abbreviations:

LIBOR - London Interbank Offered Rate

LLC - Limited Liability Company

LP - Limited Partnership

Ltd. - Limited

 

Libor Rates:

3M US L - 3 Month LIBOR as of April 30, 2024 was 5.59%

 

As a result of supervisory guidance and requirements of law, regulated entities have generally ceased investing in LIBOR contracts. Moreover, most LIBOR settings have ceased to be published. Some LIBOR settings continue to be published but only on a temporary, synthetic and non-representative basis. All such synthetic LIBOR settings are expected to be discontinued by September 30, 2024.

 

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 as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percent of net assets.

 

See Notes to Financial Statements.

 

 

Annual Report | April 30, 2024 19
 
 
The Disciplined Growth Investors Fund Statement of Assets and Liabilities

 

  April 30, 2024

 

ASSETS    
Investments, at value  $528,050,447 
Receivable for shares sold   25,375 
Dividends and interest receivable   1,499,631 
Total assets   529,575,453 
      
LIABILITIES     
Payable for investments purchased   5,028,451 
Payable for shares redeemed   6,861 
Payable to adviser   339,637 
Total liabilities   5,374,949 
NET ASSETS  $524,200,504 
      
NET ASSETS CONSIST OF     
Paid-in capital (Note 5)  $330,292,981 
Distributable Earnings   193,907,523 
NET ASSETS  $524,200,504 
      
INVESTMENTS, AT COST  $424,561,329 
      
PRICING OF SHARES     
Net Asset Value, offering and redemption price per share  $28.70 
Shares of beneficial interest outstanding   18,263,358 

 

See Notes to Financial Statements.

 

 

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The Disciplined Growth Investors Fund Statement of Operations

 

 

   For the Year Ended April 30, 2024 
INVESTMENT INCOME     
Dividends  $2,085,523 
Foreign taxes withheld   (3,669)
Interest   5,305,687 
Total investment income   7,387,541 
      
EXPENSES     
Investment advisory fees (Note 6)   3,475,228 
Total expenses   3,475,228 
NET INVESTMENT INCOME   3,912,313 
      
REALIZED AND UNREALIZED GAIN ON INVESTMENTS     
Net realized gain on investments   101,613,637 
Net change in unrealized appreciation on investments   55,444,062 
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   157,057,699 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $160,970,012 

 

See Notes to Financial Statements.

 

 

Annual Report | April 30, 2024 21
 
 
The Disciplined Growth Investors Fund Statements of Changes in Net Assets

 

 

   For the Year Ended April 30, 2024   For the Year Ended April 30, 2023 
OPERATIONS        
Net investment income  $3,912,313   $3,070,654 
Net realized gain/(loss)   101,613,637    (1,397,790)
Net change in unrealized appreciation   55,444,062    4,616,078 
Net increase in net assets resulting from operations   160,970,012    6,288,942 
           
DISTRIBUTIONS (Note 3)          
From distributable earnings   (12,504,274)   (8,142,755)
Net decrease in net assets from distributions   (12,504,274)   (8,142,755)
           
CAPITAL SHARE TRANSACTIONS (Note 5)          
Proceeds from sales of shares   32,281,940    29,649,276 
Issued to shareholders in reinvestment of distributions   12,343,700    8,078,561 
Cost of shares redeemed   (27,188,501)   (22,079,671)
Net increase from capital share transactions   17,437,139    15,648,166 
           
Net increase in net assets   165,902,877    13,794,353 
           
NET ASSETS          
Beginning of period   358,297,627    344,503,274 
End of period  $524,200,504   $358,297,627 
           
OTHER INFORMATION          
Share Transactions          
Issued   1,228,023    1,494,874 
Issued to shareholders in reinvestment of distributions   495,191    412,883 
Redeemed   (1,060,174)   (1,100,819)
Net increase in share transactions   663,040    806,938 

 

See Notes to Financial Statements.

 

 

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Intentionally Left Blank

 
 

The Disciplined Growth Investors Fund

 

 

NET ASSET VALUE, BEGINNING OF PERIOD
 
INCOME FROM OPERATIONS
Net investment income(a)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
 
DISTRIBUTIONS
From net investment income
From net realized gain on investments
Total distributions
 
INCREASE/(DECREASE) IN NET ASSET VALUE
NET ASSET VALUE, END OF PERIOD
 
TOTAL RETURN
 
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000's)
 
RATIOS TO AVERAGE NET ASSETS
Expenses
Net investment income
 
PORTFOLIO TURNOVER RATE

 

(a)Per share numbers have been calculated using the average shares method.

 

See Notes to Financial Statements.

 

24 1-855-DGI-FUND (344-3863) | www.DGIfund.com

 

 

Financial Highlights

 

For a share outstanding during the period or years presented

 

For the Year Ended April 30, 2024   For the Year Ended April 30, 2023   For the Year Ended April 30, 2022   For the Year Ended April 30, 2021   For the Year Ended April 30, 2020 
$20.36   $20.51   $25.94   $19.42   $21.15 
                       
                       
 0.22    0.18    0.08    0.09    0.18 
 8.83    0.14    (2.84)   8.83    (1.14)
 9.05    0.32    (2.76)   8.92    (0.96)
                       
                       
 (0.21)   (0.17)   (0.08)   (0.10)   (0.17)
 (0.50)   (0.30)   (2.59)   (2.30)   (0.60)
 (0.71)   (0.47)   (2.67)   (2.40)   (0.77)
                       
 8.34    (0.15)   (5.43)   6.52    (1.73)
                       
$28.70   $20.36   $20.51   $25.94   $19.42 
                       
 44.95%   1.67%   (11.86%)   47.00%   (4.79%)
                       
                       
$524,201   $358,298   $344,503   $345,450   $226,591 
                       
                       
 0.78%   0.78%   0.78%   0.78%   0.78%
 0.88%   0.89%   0.32%   0.39%   0.86%
                       
 35%   26%   21%   31%   29%

 

 

Annual Report | April 30, 2024 25

 

 

The Disciplined Growth Investors Fund Notes to Financial Statements

 

April 30, 2024

 

1. ORGANIZATION

 

 

Financial Investors Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust consists of multiple separate portfolios or series. This annual report describes The Disciplined Growth Investors Fund (the “Fund”). The Fund seeks long-term capital growth and as a secondary objective, modest income with reasonable risk.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

 

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the period. Actual results could differ from those estimates. The Fund is considered an investment company for financial reporting purposes under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946 "Financial Services - Investment Companies". The following is a summary of significant accounting policies consistently followed by the Fund in preparation of its financial statements.

 

Investment Valuation: The Fund generally values its securities based on market prices determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern Time, on each day the NYSE is open for trading.

 

For equity securities and mutual funds that are traded on an exchange, the market price is usually the closing sale or official closing price on that exchange. In the case of equity securities not traded on an exchange, or if such closing prices are not otherwise available, the securities are valued at the mean of the most recent bid and ask prices on such day. Redeemable securities issued by open-end registered investment companies are valued at the investment company’s applicable net asset value, with the exception of exchange-traded open-end investment companies, which are priced as equity securities.

 

The market price for debt obligations is generally the price supplied by an independent third-party pricing service, which may use a matrix, formula or other objective method that takes into consideration quotations from dealers, market transactions in comparable investments, market indices and yield curves. If vendors are unable to supply a price, or if the price supplied is deemed to be unreliable, the market price may be determined using quotations received from one or more broker–dealers that make a market in the security. Fixed-income obligations, excluding municipal securities, having a remaining maturity of greater than 60 days, are typically valued at the mean between the evaluated bid and ask prices formulated by an independent pricing service. Corporate Bonds, U.S. Government & Agency, and U.S. Treasury Bonds & Notes are valued using market models that consider trade data, quotations from dealers and active market makers, relevant yield curve and spread data, creditworthiness, trade data or market information on comparable securities, and other relevant security specific information. Publicly traded Foreign Government Debt securities and Foreign Corporate Bonds are typically traded internationally in the over-the-counter market and are

 

 

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The Disciplined Growth Investors Fund Notes to Financial Statements

 

April 30, 2024

 

valued at the mean between the bid and asked prices as of the close of business of that market. Mortgage-related and asset-backed securities are valued based on models that consider trade data, prepayment and default projections, benchmark yield and spread data and estimated cash flows of each tranche of the issuer.

 

When such prices or quotations are not available, or when Disciplined Growth Investors, Inc. (the “Adviser”) believes that they are unreliable, securities may be priced using fair value procedures established by the Adviser pursuant to Rule 2a-5 under the 1940 Act and approved by and subject to the oversight of the Board of Trustees of the Trust (the “Board” or the “Trustees”).

 

Fair Value Measurements: Pursuant to Rule 2a-5 under the Investment Company Act of 1940, the Board has appointed the Adviser to serve as the Valuation Designee to perform fair value determinations for investments in the Fund. When such prices or quotations are not available, or when the Valuation Designee believes that they are unreliable, securities may be priced using fair value procedures approved by the Board. The fair valuation policies and procedures (“FV Procedures”) have been adopted by the Board for the fair valuation of portfolio assets held by the Fund in the event that (1) market quotations for the current price of a portfolio security or asset are not readily available, or (2) available market quotations that would otherwise be used to value a portfolio security or asset in accordance with the Fund’s Pricing Procedures appear to be unreliable or not indicative of fair value. The Pricing Procedures reflect certain pricing methodologies (or “logics”) that are not “readily available market quotations” and thus are viewed and treated as fair valuations. The Valuation Designee routinely meets to discuss fair valuations of portfolio securities and other instruments held by the Fund.

 

The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. 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 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 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 the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the 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. 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 investments, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date;

 

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

 

 

Annual Report | April 30, 2024 27
 
 
The Disciplined Growth Investors Fund Notes to Financial Statements

 

  April 30, 2024

 

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 is a summary of each input used to value the Fund as of April 30, 2024:

 

       Level 2 - Other   Level 3 -     
   Level 1 -   Significant   Significant     
   Unadjusted   Observable   Unobservable     
Investments in Securities at Value  Quoted Prices   Inputs   Inputs   Total 
Common Stocks(a)  $362,117,589   $   $   $362,117,589 
Corporate Bonds(a)       94,406,078        94,406,078 
Foreign Corporate Bonds(a)       10,875,417        10,875,417 
Government & Agency Obligations       55,058,857        55,058,857 
Short Term Investments   5,592,506            5,592,506 
TOTAL  $367,710,095   $160,340,352   $   $528,050,447 

 

(a)For detailed descriptions of the underlying industries, see the accompanying Portfolio of Investments.

 

For the year ended April 30, 2024, the Fund did not have any securities that used significant unobservable inputs (Level 3) in determining fair value. There were no transfers in/out of Level 3 securities during the year ended April 30, 2024.

 

Investment Transactions and Investment Income: Investment transactions are accounted for on the date the investments are purchased or sold (trade date). Realized gains and losses from investment transactions are reported on an identified cost basis, which is the same basis the Fund uses for federal income tax purposes. Interest income, which includes accretion of discounts and amortization of premiums, is accrued and recorded as earned. Dividend income is recognized on the ex-dividend date or for certain foreign securities, as soon as information is available to the Fund. Withholding taxes on foreign dividends are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country's tax rules and rates and are disclosed in the Statement of Operations.

 

Trust Expenses: Some expenses of the Trust can be directly attributed to the Fund. Expenses which cannot be directly attributed to the Fund are apportioned among all funds in the Trust based on average net assets of each fund.

 

Fund Expenses: Expenses that are specific to the Fund are charged directly to the Fund.

 

Federal Income Taxes: The Fund complies with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and intends to distribute substantially all of their net taxable income and net capital gains, if any, each year so that it will not be subject to excise tax on undistributed income and gains. The Fund is not subject to income taxes to the extent such distributions are made.

 

 

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The Disciplined Growth Investors Fund Notes to Financial Statements

 

April 30, 2024

 

As of and during the year ended April 30, 2024 the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. The Fund files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

 

Distributions to Shareholders: The Fund normally pays dividends, if any, quarterly and distributes capital gains, if any, on an annual basis. Income dividend distributions are derived from dividends and other income the Fund receives from its investments, including short term capital gains. Long term capital gain distributions are derived from gains realized when the Fund sells a security it has owned for more than a year. The Fund may make additional distributions and dividends at other times if the portfolio manager believes doing so may be necessary for the Fund to avoid or reduce taxes.

 

Libor Risk: In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. On November 30, 2020, the administrator of LIBOR announced its intention to delay the phase out of the majority of the U.S. dollar LIBOR publications until June 30, 2023. The remainder of LIBOR publications ended at the end of 2021. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Fund’s investments cannot yet be determined.

 

3. TAX BASIS INFORMATION

 

 

Reclassifications: The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily attributable to equalization. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. U.S. GAAP requires that permanent financial reporting and tax differences be reclassified based on their characterization for federal income tax purposes. Accordingly, at April 30, 2024, the following reclassifications were made to increase (decrease) such amounts:

 

  

Distributable

Earnings

   Paid-In Capital 
The Disciplined Growth Investors Fund  $(1,298,025)  $1,298,025 

 

 

Annual Report | April 30, 2024 29
 
 
The Disciplined Growth Investors Fund Notes to Financial Statements

 

April 30, 2024

 

Tax Basis of Investments: As of April 30, 2024, the aggregate cost of investments, gross unrealized appreciation/(depreciation) and net unrealized appreciation for Federal tax purposes was as follows:

 

   The Disciplined 
   Growth Investors 
   Fund 
Gross appreciation     
(excess of value over tax cost)  $137,861,210 
Gross depreciation     
(excess of tax cost over value)   (34,372,092)
Net unrealized appreciation  $103,489,118 
Cost of investments for income tax purposes  $424,561,329 

 

The difference between book-basis and tax-basis is primarily due to the deferral of losses from wash sales.

 

Components of Distributable Earnings: As of April 30, 2024, components of distributable earnings were as follows:

 

Undistributed ordinary income  $388,874 
Accumulated capital gains   90,072,952 
Net unrealized appreciation on investments   103,489,118 
Other cumulative effect of timing differences   (43,421)
Total  $193,907,523 

 

Differences between tax regulations and U.S. GAAP may cause timing differences for premium amortization.

 

Tax Basis of Distributions to Shareholders: The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain was recorded by the Fund.

 

The tax character of distributions paid during the year ended April 30, 2024, were as follows:

 

   Ordinary Income  

Long-Term

Capital Gain

 
The Disciplined Growth Investors Fund  $3,684,809  $8,819,465 

 

 

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The Disciplined Growth Investors Fund Notes to Financial Statements

 

April 30, 2024

 

The tax character of distributions paid during the year ended April 30, 2023, were as follows:

 

   Ordinary Income  

Long-Term

Capital Gain

 
The Disciplined Growth Investors Fund  $2,946,749  $5,196,006 

 

Under current law, capital losses maintain their character as short-term or long-term and are carried forward to the next year without expiration.

 

The Fund used capital loss carryovers during the year ended April 30, 2024, in the amount of $100,225,627.

 

4. SECURITIES TRANSACTIONS

 

 

The cost of purchases and proceeds from sales of securities (excluding short-term securities, U.S. Government Obligations, and in-kind transactions) during the year ended April 30, 2024, were as follows:

 

   Purchases of   Proceeds From Sales of 
Fund  Securities   Securities 
The Disciplined Growth Investors Fund  $107,880,223   $144,462,358 

 

Investment transactions in U.S. Government Obligations (excluding short-term securities) during the year ended April 30, 2024 were as follows:

 

   Purchases of   Proceeds From Sales of 
Fund  Securities   Securities 
The Disciplined Growth Investors Fund  $64,975,201   $10,423,168 

 

The cost of purchases in kind, proceeds from sales in kind along with their realized gain/(loss) during the year ended April 30, 2024 were as follows:

 

           Net Realized 
Fund  Purchases   Proceeds   Gain/(Loss) 
Disciplined Growth Investors Fund  $1,388,820   $   $ 

 

5. SHARES OF BENEFICIAL INTEREST

 

 

The capitalization of the Trust consists of an unlimited number of shares of beneficial interest with no par value per share. Holders of the shares of the Fund of the Trust have one vote for each share held and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are transferable and redeemable at the option of the shareholder. Purchasers of the shares do not have any obligation to make payments to the Trust or its creditors

 

 

Annual Report | April 30, 2024 31
 
 
The Disciplined Growth Investors Fund Notes to Financial Statements
 

April 30, 2024

 

(other than the purchase price for the shares or make contributions to the Trust or its creditors solely by reason of the purchasers’ ownership of the shares). Shares have no pre-emptive rights.

 

6. MANAGEMENT AND RELATED-PARTY TRANSACTIONS

 

 

The Adviser, subject to the authority of the Board, is responsible for the overall management and administration of the Fund’s business affairs. The Adviser manages the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations and investment guidelines established jointly by the Adviser and the Trustees. Pursuant to the Advisory Agreement, the Fund pays the Adviser a unitary management fee for the services and facilities it provides payable on a monthly basis at the annual rate of 0.78% of the Fund’s average daily net assets. The management fee is paid on a monthly basis.

 

Out of the unitary management fee, the Adviser pays substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, bookkeeping and pricing services, legal, audit and other services, except for interest expenses, brokerage expenses, taxes and extraordinary expenses not incurred in the ordinary course of the Fund’s business. Also included are Trustee fees which were $32,372 for year ended April 30, 2024.

 

Fund Administrator Fees and Expenses 

ALPS Fund Services, Inc. (“ALPS”) serves as administrator to the Fund. Pursuant to an Administration Agreement, ALPS provides operational services to the Fund including, but not limited to, fund accounting and fund administration and generally assists in the Fund’s operations. Officers of the Trust are employees of ALPS. The Fund’s administration fee is accrued on a daily basis and paid monthly. The Administrator is also reimbursed for certain out-of-pocket expenses. The administrative fee and out-of-pocket expenses are included in the unitary management fee paid to the Adviser.

 

Transfer Agent 

ALPS serves as transfer, dividend paying and shareholder servicing agent for the Fund. ALPS receives an annual minimum fee, a fee based upon the number of shareholder accounts, and is also reimbursed for certain out-of-pocket expenses. The fee and out-of-pocket expenses are included in the unitary management fee paid to the Adviser.

 

Compliance Services 

ALPS provides services that assist the Trust’s chief compliance officer in monitoring and testing the policies and procedures of the Trust in conjunction with requirements under Rule 38a-1 under the 1940 Act and receives an annual base fee. ALPS is reimbursed for certain out-of-pocket expenses. The fee and out-of-pocket expenses are included in the unitary management fee paid to the Adviser.

 

Principal Financial Officer 

ALPS receives an annual fee for providing principal financial officer services to the Fund. The fee is included in the unitary management fee paid to the Adviser.

 

Distributor 

ALPS Distributors, Inc. (“ADI” or the “Distributor”) (an affiliate of ALPS) acts as the distributor of the Fund’s shares pursuant to a Distribution Agreement with the Trust. Shares are sold on a continuous

 

 

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The Disciplined Growth Investors Fund Notes to Financial Statements

 

April 30, 2024

 

basis by ADI as agent for the Fund, and ADI has agreed to use its best efforts to solicit orders for the sale of the Fund’s shares, although it is not obliged to sell any particular amount of shares. ADI is not entitled to any compensation for its services as Distributor. ADI is registered as a broker-dealer with the Securities and Exchange Commission.

 

7. INDEMNIFICATIONS

 

 

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that may contain general indemnification clauses, which may permit indemnification to the extent permissible under applicable law. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

 

8. REGULATORY UPDATE

 

 

The U.S. Securities and Exchange Commission ("SEC") adopted rule and form amendments that will change the format and content of the Fund's annual and semi-annual reports. Certain information, including the financial statements, will not appear in the Fund’s new tailored shareholder reports but will be available online, delivered free of charge upon request, and filed on a semi-annual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, the Trust is evaluating the impact of this rule and form amendment changes.

 

9. SUBSEQUENT EVENT

 

 

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the Financial Statements were issued. Management has determined there were no subsequent events to report through the issuance of these Financial Statements.

 

 

Annual Report | April 30, 2024 33
 
 

Report of Independent Registered

The Disciplined Growth Investors FundPublic Accounting Firm

 

 

To the Shareholders and Board of Trustees of Financial Investors Trust

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of The Disciplined Growth Investors Fund (the “Fund”), a series of Financial Investors Trust, as of April 30, 2024, and the related statements of operations and changes in net assets and the financial highlights for the year then ended, and the related notes (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 April 30, 2024, the results of its operations, the changes in net assets, and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Fund’s financial statements and financial highlights for the years ended April 30, 2023, and prior, were audited by other auditors whose report dated June 29, 2023, expressed an unqualified opinion on those financial statements and financial highlights.

 

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 audit. 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 audit 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 audit 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 April 30, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audit 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 audit provides a reasonable basis for our opinion.

  

We have served as the Fund’s auditor since 2024.

 

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

June 28, 2024

 

 

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The Disciplined Growth Investors FundAdditional Information

 

April 30, 2024 (Unaudited)

 

1. FUND HOLDINGS

 

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. The Fund’s Form N-PORT reports are also available upon request by calling toll-free (855) 344-3863.

 

2. FUND PROXY VOTING POLICIES, PROCEDURES AND SUMMARIES

 

 

The Fund’s policies and procedures used in determining how to vote proxies and information regarding how the Fund voted proxies relating to portfolio securities during the most recent prior 12-month period ending June 30 are available without charge, (1) upon request, by calling (toll-free) 855-DGI-Fund and (2) on the SEC’s website at http://www.sec.gov.

 

3. TAX DESIGNATIONS

 

 

The Fund designates the following for federal income tax purposes for distributions made during the calendar year ended December 31, 2023:

 

Dividend Received Deduction 56.54%
Qualified Dividend Income 64.28%

 

Pursuant to Section 852(b)(3) of the Internal Revenue Code, the Disciplined Growth Investors Fund designated $8,819,465 as long-term capital gain dividends.

 

In early 2024, if applicable, shareholders of record received this information for the distributions paid to them by the Fund during the calendar year 2023 via Form 1099. The Fund will notify shareholders in early 2025 of amounts paid to them by the Fund, if any, during the calendar year 2024.

 

4. CHANGE IN AUDITOR

 

 

Effective as of the close of business on March 13, 2024, Deloitte & Touche LLP (“Deloitte”) resigned as the independent registered public accounting firm for the Fund. The report of Deloitte on the Fund's financial statements as of and for the fiscal year ended April 30, 2023 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles.

 

During the Fund's most recent fiscal year, and through March 13, 2024, there were no disagreements between the Fund and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of the Fund for such year. During the Fund’s fiscal year ended April 30, 2023, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

 

 

Annual Report | April 30, 2024 35

 

The Disciplined Growth Investors FundAdditional Information

 

April 30, 2024 (Unaudited)

 

During the Fund's fiscal year ended April 30, 2023 and the subsequent interim period through March 13, 2024, neither the Fund, nor anyone on their behalf, consulted with Deloitte, on behalf of the Fund, regarding any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

 

On March 13, 2024, upon the recommendation of the Fund's Audit Committee, the Board of Trustees of the Fund approved the engagement of Cohen & Company, Ltd. (“Cohen”) as the independent registered public accounting firm for the Fund for the fiscal year ending April 30, 2024. The Board and its Audit Committee considered the engagement of Cohen in connection with the resignation of the Fund's former independent registered accounting firm on March 13, 2024.

 

 

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The Disciplined Growth Investors Fund Disclosure Regarding Approval of
Fund Advisory Agreements

 

April 30, 2024 (Unaudited)

 

On December 12, 2023, the Trustees met in person to discuss, among other things, the renewal of the Investment Advisory Agreement between Disciplined Growth Investors, Inc. (“DGI”) and the Trust, with respect to The Disciplined Growth Investors Fund (the “DGI Fund”), dated February 12, 2018 (the “DGI Investment Advisory Agreement”), in accordance with Section 15(c) of the 1940 Act. In renewing and approving the DGI Investment Advisory Agreement with DGI, the Trustees, including the Independent Trustees, considered the following factors with respect to the DGI Fund:

 

Investment Advisory Fee Rate: The Trustees reviewed and considered the contractual annual advisory fee paid by the Trust, on behalf of the DGI Fund, to DGI, of 0.78% , in light of the extent and quality of the advisory services provided by DGI to the DGI Fund.

 

The Board received and considered information including a comparison of the DGI Fund’s contractual advisory fee rate with those of funds in the peer group of funds provided by an independent provider of investment company data (the “Data Provider”). The Trustees noted that the contractual advisory fee rate of the DGI Fund was higher than the Data Provider peer group median at least in part attributable to the unitary fee arrangement with DGI.

 

Total Net Expense Ratios: The Trustees further reviewed and considered that the total net expense ratio of the DGI Fund was lower than the Data Provider peer group median, and that because of the unitary fee, the comparison with the peer group at the level of the total net expense ratio yielded more useful comparative data than the level of the investment advisory rate.

 

Nature, Extent, and Quality of the Services under the Investment Advisory Agreement: The Trustees received and considered information regarding the nature, extent, and quality of services provided to the DGI Fund under the DGI Investment Advisory Agreement. The Trustees reviewed certain background materials supplied by DGI in its presentation, including its Form ADV.

 

The Trustees reviewed and considered DGI’s investment advisory personnel, its history as an asset manager, and its performance and the amount of assets currently under management by DGI. The Trustees also reviewed the research and decision-making processes utilized by DGI, including the methods adopted to seek to achieve compliance with the investment objectives, policies, and restrictions of the DGI Fund.

 

The Trustees considered the background and experience of DGI’s management in connection with the DGI Fund, including reviewing the qualifications, backgrounds, and responsibilities of the management team primarily responsible for the day-to-day portfolio management of the Fund and the extent of the resources devoted to research and analysis of actual and potential investments.

 

The Trustees also reviewed, among other things, DGI’s Code of Ethics.

 

Performance: The Trustees reviewed performance information of the DGI Fund for the 3-month, 1-year, 3-year, 5-year, 10-year, and since inception periods ended September 30, 2023. That review included a comparison of the DGI Fund’s performance to the performance of a group of comparable funds selected by the Data Provider. The Trustees noted that the DGI Fund outperformed its peer group median for the 3-month, 1-year 3-year, 5-year, 10-year, and since inception periods.

 

 

Annual Report | April 30, 2024 37

 

The Disciplined Growth Investors Fund Disclosure Regarding Approval of
Fund Advisory Agreements

 

April 30, 2024 (Unaudited)

 

The Trustees also considered DGI’s discussion of its reputation generally and its investment techniques, risk management controls, and decision-making processes.

 

Comparable Accounts: The Trustees noted certain information provided by DGI regarding fees charged to its other clients utilizing a strategy similar to that employed by the DGI Fund.

 

Profitability: The Trustees received and considered a profitability analysis prepared by DGI based on the fees payable under the DGI Investment Advisory Agreement.

 

Economies of Scale: The Trustees considered whether economies of scale in the provision of services to the DGI Fund would be passed along to shareholders.

 

Other Benefits to the Adviser: The Trustees reviewed and considered any other incidental benefits derived or to be derived by DGI from its relationship with the DGI Fund, including whether soft dollar arrangements were used.

 

The Trustees, including all of the Independent Trustees, concluded that:

 

the contractual advisory fee rate of the DGI Fund was higher than the Data Provider peer group median at least in part attributable to the unitary fee arrangement with DGI;

the total net expense ratio of the DGI Fund was lower than the Data Provider peer group median, and that because of the unitary fee, the comparison with the peer group at the level of the total net expense ratio yielded more useful comparative data than the level of the investment advisory fee rate;

the nature, extent, and quality of services rendered by DGI under the DGI Investment Advisory Agreement were adequate;

for the periods ended September 30, 2023, the DGI Fund outperformed its Data Provider peer group median for the 3-month, 1-year 3-year, 5-year, 10-year, and since inception periods;

bearing in mind the limitations of comparing different types of managed accounts and the different levels of service typically associated with such accounts, the fee structures applicable to DGI’s other clients employing a comparable strategy to the DGI Fund were not indicative of any unreasonableness with respect to the advisory fee payable to DGI by the DGI Fund;

the profit, if any, realized by DGI in connection with the operation of the DGI Fund is not unreasonable; and

there were no material economies of scale or other incidental benefits accruing to DGI in connection with its relationship with the DGI Fund.

 

Based on the Trustees’ deliberations and their evaluation of the information described above, the Trustees, including all of the Independent Trustees, concluded that DGI’s compensation for investment advisory services is consistent with the best interests of the DGI Fund and its shareholders.

 

 

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1-855-DGI-FUND (344-3863) | www.DGIfund.com

 

 

The Disciplined Growth Investors Fund

Liquidity Risk

Management Program

 

April 30, 2024 (Unaudited)

 

The Financial Investors Trust (the “Trust”) has established a liquidity risk management program (the “Program”) to govern the Trust’s approach to managing liquidity risk for each fund in the Trust (each a “Fund”). The Program is overseen by the Liquidity Committee (the “Committee”), a committee comprised of representatives of the Trust’s investment advisers, sub-advisers, and Officers of the Trust. The Trust’s Board of Trustees (the “Board”) has approved the designation of the Committee to oversee the Program.

 

The Program’s principal objectives include supporting each Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that a Fund will be unable to meet its redemption obligations in a timely manner. The Program also includes a number of elements that support the management and assessment of liquidity risk, including a periodic assessment of factors that influence a Fund’s liquidity and the periodic classification and re-classification of the Fund’s investments into groupings that reflect the Committee’s assessment of their relative liquidity under current market conditions.

 

At a meeting of the Board held on March 12, 2024, the Trustees received a report from the Committee regarding the design and operational effectiveness of the Program during the calendar year 2023. The Committee determined, and reported to the Board, that the Program is reasonably designed to assess and manage each Fund’s liquidity risk and has operated adequately and effectively to manage each Fund’s liquidity risk since implementation.

 

The Committee reported that during the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders. Among other things, the Board noted that the Funds are not required to have a highly liquid investment minimum based on their liquidity classifications. The Board further noted that no material changes have been made to the Program since its implementation.

 

 

Annual Report | April 30, 2024 39

 

The Disciplined Growth Investors Fund Trustees and Officers
 

April 30, 2024 (Unaudited)

 

Additional information regarding the Fund’s trustees is included in the Statement of Additional Information, which can be obtained without charge by calling 855-344-3863.

 

INDEPENDENT TRUSTEES

 

Name, Address* & Year of Birth Position(s) Held with Fund Term of Office** and Length of Time Served Principal Occupation(s) During Past 5 Years*** Number of Funds in Fund Complex Overseen by Trustee Other Directorships Held by Trustee During Past 5 Years***

Mary K. Anstine,

1940

Trustee Since 1997 Ms. Anstine is Trustee/Director of AV Hunter Trust and Colorado Uplift Board. 16 Ms. Anstine is a Trustee of ALPS ETF Trust (24 funds); ALPS Variable Investment Trust (7 funds); Reaves Utility Income Fund (1 fund); and Segall Bryant & Hamill Trust through December 2020 (14 funds).

Edmund J. Burke,

1961

Trustee Since 2009 Mr. Burke joined ALPS in 1991 and served as the President and Director of ALPS Holdings, Inc., and ALPS Advisors, Inc., and Director of ALPS Distributors, Inc., ALPS Fund Services, Inc. (“ALPS”), and ALPS Portfolio Solutions Distributor, Inc. (collectively, the “ALPS Companies”). Mr. Burke retired from the ALPS Companies in June 2019. Mr. Burke is currently a partner at ETF Action, a web-based system that provides data and analytics to registered investment advisers, (since 2020) and a Director of Blue Biofuels (since 2020) and Alliance Bioenergy Plus, Inc., a technology company focused on emerging technologies in the renewable energy, biofuels, and bioplastics technology sectors (since 2020). 16 Mr. Burke is a Trustee of ALPS ETF Trust (24 funds); Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); Clough Funds Trust (1 fund); Liberty All-Star Equity Fund (1 fund); and Director of the Liberty All-Star Growth Fund, Inc. (1 fund).

 

 

40 1-855-DGI-FUND (344-3863) | www.DGIfund.com

 

 

The Disciplined Growth Investors Fund Trustees and Officers

 

  April 30, 2024 (Unaudited)

 

INDEPENDENT TRUSTEES (continued)

 

Name, Address* & Year of Birth Position(s) Held with Fund Term of Office** and Length of Time Served Principal Occupation(s) During Past 5 Years*** Number of Funds in Fund Complex Overseen by Trustee Other Directorships Held by Trustee During Past 5 Years***

Jeremy W. Deems,

1976

Trustee Since 2009 Mr. Deems is the Co-Founder and Chief Financial Officer of Green Alpha Advisors, LLC, a registered investment advisor, and Co-Portfolio Manager of the AXS Green Alpha ETF. 16 Mr. Deems is a Trustee of ALPS ETF Trust (24 funds); ALPS Variable Investment Trust (7 funds); Reaves Utility Income Fund (1 Fund); and Clough Funds Trust (1 fund).

Jerry G. Rutledge,

1944

Trustee Since 2009 Mr. Rutledge is the President and owner of Rutledge’s Inc., a retail clothing business. 16 Mr. Rutledge is a Trustee of Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); and Principal Real Estate Income Fund (1 fund).

Michael “Ross” Shell,

1970

Trustee and Chairman Trustee Since 2009; Chairman Since 2024 Mr. Shell is Founder of Red Idea, LLC, a strategic consulting/early stage venture firm (since June 2008). He is currently CEO of TalkBox, a phone/privacy booth company and key venture of Red Idea, LLC (since 2023) and a board member of DLVR, a package security company (since 2018). Mr. Shell serves on the Finance Committee serving the Board of Directors of Children’s Hospital of Colorado (since 2023) and served on the Advisory Board, St. Vrain School District Innovation Center (from 2015-2018). Mr. Shell graduated with honors from Stanford University with a degree in Political Science. 16 None.

 

 

Annual Report | April 30, 2024 41

 

 

The Disciplined Growth Investors Fund Trustees and Officers

 

April 30, 2024 (Unaudited)

 

OFFICERS

 

Name, Address* & Year of Birth

Position(s) Held with

Fund

Term of Office** and Length of Time Served

Principal Occupation(s)

During Past 5 Years***

Lucas Foss,

1977

President Since 2022 Mr. Foss rejoined ALPS in November 2017 and is currently Senior Director and Fund Chief Compliance Officer. Prior to his current role, Mr. Foss served as the Director of Compliance at Transamerica Asset Management (2015-2017) and Deputy Chief Compliance Officer at ALPS (2012-2015). Mr. Foss is President of ALPS Series Trust and Chief Compliance Officer of Clough Global Funds; Clough Funds Trust; MVP Private Markets Funds; Bluerock Total Income + Real Estate Fund; Bluerock High Income Institutional Credit Fund; SPDR® S&P 500® ETF Trust, SPDR® Dow Jones® Industrial Average ETF Trust, SPDR® S&P MIDCAP 400® ETF Trust.

Jennell Panella,

1974

Treasurer Since 2020 Ms. Panella joined ALPS in June 2012 and is currently Fund Controller of ALPS Fund Services, Inc. Prior to joining ALPS, Ms. Panella served as Financial Reporting Manager for Parker Global Strategies, LLC (2009-2012).

Ted Uhl,

1974

Chief Compliance Officer (“CCO”) Since 2010 Mr. Uhl joined ALPS in October 2006, and is currently Deputy Compliance Officer of ALPS. Prior to his current role, Mr. Uhl served as Senior Risk Manager for ALPS from October 2006 until June 2010. Before joining ALPS, Mr. Uhl served a Sr. Analyst with Enenbach and Associates (RIA), and a Sr. Financial Analyst at Sprint. Because of his position with ALPS, Mr. Uhl is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Uhl is also CCO of Alpha Alternative Asset Fund, Centre Funds, GraniteShares ETF Trust, Reaves Utility Income Fund and XAI Octagon Floating Rate & Alternative Income Term Trust. Mr. Uhl formerly served as CCO of the Boulder Growth & Income Fund, Inc., Index Funds and Reality Shares ETF Trust.

Sheri Zetterower,

1963

Assistant Secretary Since 2023 Ms. Zetterower rejoined ALPS in August 2022 and is currently a Senior Paralegal of ALPS Fund Services, Inc. Prior to her current role, Ms. Zetterower worked at Ultimus Fund Solutions, Inc. (November 2020 – August 2022) and ALPS Fund Services, Inc. (April 2013 – October 2020).

Benjamin Winograd,

1993

Assistant Secretary Since 2023 Mr. Winograd joined ALPS in June 2023 and is currently Principal Legal Counsel. Prior to joining ALPS, Mr. Winograd was the Director of Enforcement at AdvisorLaw (law firm) from February 2020-August 2022. He also serves as Assistant Secretary of AVIT.

 

*All communications to Trustees and Officers may be directed to Financial Investors Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustees successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex includes all series of the Trust, currently 16, and any other investment companies for which Disciplined Growth Investors, Inc. provides investment advisory services (currently none).

 

 

42 1-855-DGI-FUND (344-3863) | www.DGIfund.com

 

 

The Disciplined Growth Investors Fund Privacy Policy

 

 

WHO WE ARE
Who is providing this notice? The Disciplined Growth Investors Fund
WHAT WE DO
How does the Fund protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does the Fund collect my personal information? We collect your personal information, for example, when you
open an account
provide account information or give us your contact information
make a wire transfer or deposit money
Why can’t I limit all sharing? Federal law gives you the right to limit only
sharing for affiliates’ everyday business purposes-information about your creditworthiness
affiliates from using your information to market to you
sharing for non-affiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
DEFINITIONS
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
Non-affiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
The Fund does not share with non-affiliates so they can market to you.
Joint marketing A formal agreement between non-affiliated financial companies that together market financial products or services to you.
The Fund does not jointly market.

 

 

Annual Report | April 30, 2024 43

 

 

The Disciplined Growth Investors Fund Privacy Policy

 

 

FACTS WHAT DOES THE FUND DO WITH YOUR PERSONAL INFORMATION?
WHY? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
WHAT? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
• Social Security number and account transactions
• Account balances and transaction history
• Wire transfer instructions
HOW? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund chooses to share; and whether you can limit this sharing.

REASONS WE CAN SHARE YOUR PERSONAL INFORMATION DOES THE FUND SHARE: CAN YOU LIMIT THIS SHARING?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No
For our marketing purposes – to offer our products and services to you No We do not share.
For joint marketing with other financial companies No We do not share.
For our affiliates’ everyday business purposes – information about your transactions and experiences Yes No
For our affiliates’ everyday business purposes – information about your creditworthiness No We do not share.
For non-affiliates to market to you No We do not share.

 

 

44 1-855-DGI-FUND (344-3863) | www.DGIfund.com

 

 

The Disciplined Growth Investors Fund Privacy Policy

 

 

OTHER IMPORTANT INFORMATION
California Residents If your account has a California home address, your personal information will not be disclosed to nonaffiliated third parties except as permitted by applicable California law, and we will limit sharing such personal information with our affiliates to comply with California privacy laws that apply to us.
Vermont Residents The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about  you  with  affiliated  companies  and  nonaffiliated  third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or other affiliated companies unless you provide us with your written consent to share such information.

 

 

Annual Report | April 30, 2024 45

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

Manager Commentary  
Emerald Growth Fund 1
Emerald Insights Fund 6
Emerald Finance & Banking Innovation Fund 10
Disclosure of Fund Expenses 16
Schedule of Investments  
Emerald Growth Fund 18
Emerald Insights Fund 20
Emerald Finance & Banking Innovation Fund 22
Statements of Assets and Liabilities 24
Statements of Operations 25
Statements of Changes in Net Assets  
Emerald Growth Fund 26
Emerald Insights Fund 28
Emerald Finance & Banking Innovation Fund 30
Financial Highlights  
Emerald Growth Fund 31
Emerald Insights Fund 35
Emerald Finance & Banking Innovation Fund 39
Notes to Financial Statements 43
Report of Independent Registered Public Accounting Firm 50
Additional Information 51
Liquidity Risk Management Program 52
Disclosure Regarding Approval of Fund Advisory Agreement 53
Trustees and Officers 56
Privacy Policy 59

 

 

Emerald Growth Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

Dear Shareholders:

 

Investment Results

The performance of the Emerald Growth Fund’s Class Institutional Class shares (without sales load), for the trailing twelve months ended April 30, 2024, gained 15.42%, outpacing the Russell 2000 Growth Index which gained 12.39%.

 

The tug of war between the bulls (soft landing) and the bears (hard landing) that has dominated the market narrative throughout the last 12 months, convincingly shifted in favor of the bulls over the last six months. Domestic economic growth powered by the consumer has remained resilient, inflation has receded, and the Federal Reserve has shifted to a more neutral bias. This has resulted in a more constructive backdrop for equity market performance in aggregate, with gains across all the broad market indices. Over the past twelve months, small capitalization stocks as represented by the Russell 2000 (+13.20%) demonstrated healthy gains but lagged the mega capitalization technology driven Russell 1000 (+22.82%) as the high absolute level of interest rates and a relatively weaker level of earnings growth have been constraints to relative performance. The mega-capitalization technology influence on performance was even more pronounced within the style indices, with the Russell 1000 Growth Index (+31.80%) substantially outpacing the Russell 1000 Value Index (+13.42%). This preference toward growth was not reflected in the Russell 2000 as the Russell 2000 Value Index (+14.03%) outpaced the Russell 2000 Growth Index (+12.39%). At the sector level, the technology sector (+35.22%) was also a standout performer within the Russell 2000 Growth, followed by the industrial (+23.46%), and financial (+16.65%) sectors. Conversely, the telecommunications sector decreased-23.90%, the utilities sector decreased 13.77%, and the healthcare sector decreased -2.18%, and were the most significant laggards.

 

Investment Analysis

The Emerald Growth Fund outpaced the Russell 2000 Growth benchmark for the trailing twelve-month period driven by stock selection. At the sector level, stock selection driven relative outperformance within the technology, financials, healthcare, consumer staples and basic materials sectors more than offset challenging relative performance within the consumer discretionary and industrials sectors.

 

The technology sector was the largest positive contributor to relative performance, driven by stock selection within the computer hardware, semiconductor, and production technology equipment industries as the portfolio benefitted from secular growth opportunities within the artificial intelligence, advanced packaging, and cybersecurity end markets. Performance within the financial sector also contributed positively to performance, driven by stock selection within the full line insurance, property and casualty insurance and bank industries. Specific to the insurance holdings, the portfolio continues to benefit from a hard pricing cycle in the industry as pricing is recaptured, and the smaller niche insurers continue to take market share. Stock selection within the healthcare, consumer staples and basic materials sectors also contributed positively to performance. Within these sectors, performance was most noteworthy within the biotechnology, pharmaceuticals, food products, soft drinks, and iron and steel industries.

 

Partially offsetting the aforementioned areas of strength was relative underperformance within the consumer discretionary and industrials sectors. Performance within the consumer discretionary sector was the largest detractor to return due largely to stock selection driven relative underperformance within the restaurant, specialty retail and recreational services industries. Performance within the industrials sector also detracted from return driven by stock selection and allocation effect. At the industry level, the Fund’s portfolio experienced the most noteworthy headwinds within the engineering and construction, building materials, specialty machinery and transaction processing industries.

 

At the end of April, the Fund’s portfolio held the largest active exposures in the financial and healthcare sectors. Thoughts on those sectors and other notable areas of exposure as of April 30, 2024 are highlighted below.

 

The healthcare sector represents the portfolio’s largest nominal exposure, although the level of active exposure declined from the fourth quarter of 2023. At the industry level, the portfolio currently holds the largest active exposure to the medical equipment, pharmaceuticals, and medical services industries, and the largest nominal exposure within the biotechnology industry. We continue to be primarily focused on medical device and diagnostic companies that are profitable or approaching profitability with a strong balance sheet. In therapeutics, the portfolio has exposure to both revenue generating companies as well as what we feel are high-quality development stage companies.

 

The Fund also held an overweight position within the financial sector, driven by holdings within the bank, full line insurance, investment services, and property and casualty insurance industries. The hard market in property coverage did not abate in the first quarter of this year, while casualty lines pricing continued to move higher to offset increased claims from 2016-2019.

 

Past performance does not guarantee future results.

 

Annual Report | April 30, 2024 1

 

 

Emerald Growth Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

Market Outlook (as of April 30, 2024):

The broadening of market participation over the last six months has been encouraging, and we remain optimistic that the best is yet to come for small capitalization stocks. The first quarter earnings reporting season has been generally better than expected. Of the 74% of the Russell 2000 companies that have reported earnings through May 16, 2024, according to a report from Morgan Stanley, approximately 71% have reported inline or better results, with reported earnings outpacing consensus by approximately 17.3%.

 

We view the improved earnings performance as encouraging and we remain confident that earnings growth for the Russell 2000 Index is set to inflect positively in the second half of 2024 after 12 months of contraction. This inflation should be supported by relative strength of the U.S. economy, initiatives to onshore critical elements of the supply chain, secular investment in artificial intelligence, and a resurgence in productivity. As visibility to this inflection comes into view and the relative earnings growth gap narrows to large capitalization stocks, we believe the small capitalization could begin to play catch-up from a performance perspective given the historically wide valuation disconnect relative to large capitalization stocks. For perspective, the relative valuation of the Russell 2000 Index to the Russell 1000 Index remains historically attractive, residing in the 9th percentile, with the index trading at a double-digit discount relative to the long-term average based on trailing P/E, forward P/E, price to book, price to sales, and P/E to growth according to the May 6, 2024 report from Steve DeSanctis of Jefferies.

 

In the near-term, with earnings season winding down, we believe that inflation readings will be the largest near-term driver of market returns. Persistent inflation readings are the only remaining obstacle to the Federal Reserve moving forward with rate cuts. In this regard, patience is a virtue, and while inflation has proven stickier than expected, the Federal Reserve appears willing, at least at this point to be patient as the tail effects from the inflationary pressures of the last two years continue to roll through the system. We believe risk assets are likely to demonstrate bouts of volatility as the market continues to assess the path of inflation, domestic economic growth, and Fed Reserve policy.

 

No outlook is without risks and in this regard geopolitical risks remain ever-present, with tension in the Middle East continuing to percolate and no end to the war between Russia and Ukraine. The U.S. Presidential Election will come into view as the year progresses and carries with it its own unique set of risks and opportunities. Treasury funding, which contributed to the third quarter 2023 tantrum in interest rates, also adds an element of risk to the outlook as the Government must continue to fund the burgeoning national debt.

 

Emerald, as always, remains vigilant and focused on utilizing our fundamental bottom-up research process to identify the most attractive growth opportunities within the small capitalization universe.

 

Top Contributors:   Top Detractors:    
Super Micro Computer Inc.   Treace Medical Concepts, Inc.    
FTAI Aviation Ltd.   Amylyx Pharmaceuticals, Inc.    
ImmunoGen, Inc.   Travere Therapeutics, Inc.    
Blueprint Medicines Corp.   Planet Fitness, Inc.    
Varonis Systems, Inc.   DocGo Inc.    
         
Kenneth G. Mertz II, CFA   Stacey L. Sears   Joseph W. Garner
Chief Investment Officer   Portfolio Manager   Portfolio Manager
Portfolio Manager        
         
Emerald Mutual Fund Advisers Trust        

 

Past performance does not guarantee future results. Fund prices fluctuate as the underlying assets have exposure to market fluctuations and other risks, as described in the Fund’s prospectus. Please visit www.emeraldmutualfunds.com to obtain current performance information and for the current prospectus and statement of additional information. This material must be preceded or accompanied by a prospectus. Please read the prospectus carefully before investing.

 

The views of Emerald Mutual Fund Advisers Trust and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect the writer's current views. The views expressed are those of the author only, and represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the Fund or any securities or any sectors mentioned in this letter. The subject matter contained in this letter has been derived from several sources believed to be reliable and accurate at the time of compilation. Neither Emerald Mutual Fund Advisers Trust nor the Fund accepts any liability for losses either direct or consequential caused by the use of this information.

 

The Emerald Growth Fund is distributed by ALPS Distributors, Inc.

 

 

2wwsw.emeraldmutualfunds.com

 

 

Emerald Growth Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

The Fund is subject to investment risks, including possible loss of the principal amount invested and therefore is not suitable for all investors. The Fund may not achieve its objectives.

 

Diversification does not eliminate the risk of experiencing investment losses.

 

The Russell 2000® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000® Index companies with higher price-to-value ratios and higher forecasted growth values. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into the Index.

 

The Russell 2000® Value Index measures the performance of small -cap value segment of the U.S. equity universe. It includes those Russell 2000 companies with lower price-to-book ratios (A ratio used to compare a stock's market value to its book value. It is calculated by dividing the current closing price of the stock by the latest quarter's book value per share.) and lower forecasted growth values. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into the Index.

 

Emerald's Dynamic Barbell approach utilizes Emerald's in-house research team to monitor and dynamically adjust factors such as sizes of companies, sectors and industries and portfolio weightings. Like a barbell, the approach balances offsetting factors such as large/small companies; cyclical/secular trends and companies with more international/domestic exposure.

 

Basis points refers to a common unit of measure for interest rates and other percentages in finance. One basis point is equal to 1/100th of 1%, or 0.01%, or 0.0001, and is used to denote the percentage change in a financial instrument. The relationship between percentage changes and basis points can be summarized as follows: 1% change = 100 basis points and 0.01% = 1 basis point.

 

Annual Report | April 30, 2024 3

 

 

Emerald Growth Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

TOP TEN HOLDINGS (as a % of Net Assets)*

 

Super Micro Computer, Inc. 3.36%
Freshpet, Inc. 2.71%
FTAI Aviation Ltd 2.57%
TransMedics Group, Inc. 2.22%
Carpenter Technology Corp. 2.14%
Varonis Systems, Inc. 1.94%
Churchill Downs, Inc. 1.83%
ATI, Inc. 1.70%
LivaNova PLC 1.70%
Palomar Holdings, Inc. 1.69%
Top Ten Holdings 21.86%

 

INDUSTRY SECTOR ALLOCATION

(as a % of Net Assets)

 

Healthcare 23.75%
Technology 23.71%
Industrials 22.26%
Consumer Discretionary 10.04%
Financials 9.15%
Energy 4.06%
Consumer Staples 3.56%
Real Estate 1.28%
Telecommunications 0.83%
Cash, Cash Equivalents, & Other Net Assets 1.36%
Total 100.00%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

ANNUALIZED TOTAL RETURN (for the year ended April 30, 2024)

 

 

  1 Year 3 Year 5 Year 10 Year Since Inception(1)  Expense Gross(2)  Ratio Net(2) 
Class A (NAV) 15.07% -4.80% 5.81% 8.85% 10.50% 1.13% 1.13%
Class A (LOAD) 9.59% -6.33% 4.78% 8.33% 10.33% 1.13% 1.13%
Russell 2000® Growth Index(3)  12.39% -5.92% 5.04% 7.60% 7.88%    
Class C (NAV) 14.23% -5.43% 5.11% 8.14% 6.33% 1.78% 1.78%
Class C (LOAD) 13.23% -5.43% 5.11% 8.14% 6.33% 1.78% 1.78%
Russell 2000® Growth Index(3)  12.39% -5.92% 5.04% 7.60% 5.41%    
Investor Class 15.01% -4.85% 5.76% 8.81% 9.59% 1.17% 1.17%
Russell 2000® Growth Index(3)  12.39% -5.92% 5.04% 7.60% 8.34%    
Institutional Class 15.42% -4.50% 6.13% 9.20% 12.33% 0.82% 0.82%
Russell 2000® Growth Index(3)  12.39% -5.92% 5.04% 7.60% 11.05%    

 

Performance quoted represents past performance, does not guarantee future results and current performance may be lower or higher than the data quoted. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance data current to the most recent month end may be obtained at www.emeraldmutualfunds.com.

 

Performance shown for periods prior to March 16, 2012, reflects the performance of the Forward Growth Fund, a series of Forward Funds (as a result of a reorganization of the Forward Growth Fund into the Emerald Growth Fund).

 

Returns for periods less than 1 year are cumulative.

 

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

 

Subject to investment risks, including possible loss of the principal amount invested.

 

Maximum Offering Price (MOP) for Class A shares includes the Fund's maximum sales charge of 4.75%. Performance shown at NAV does not include these sales charges and would have been lower had it been taken into account.

 

A Contingent Deferred Sales Charge (CDSC) of 1.00% may apply to Class C shares redeemed within the first 12 months after a purchase.

 

(1) Inception Dates - Class A: 10/01/1992, Class C: 07/01/2000, Institutional Class: 10/21/2008, Investor Class: 05/01/2011

 

(2) Emerald Mutual Fund Advisers Trust ("Emerald" or the "Adviser") has agreed contractually to waive a portion of its fees and reimburse other expenses in amounts necessary to limit the Fund's operating expenses (exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and extraordinary expense) for Class A, Class C, Institutional Class, and Investor Class shares to an annual rate (as percentage of the Fund's average daily net assets) of 1.13%, 1.78%, 0.82% and 1.17% respectively. This agreement (the "Expense Agreement") shall continue at least through August 31, 2024. The Adviser will be permitted to recapture, on a class-by-class basis, expenses it has borne through the Expense Agreement to the extent that the Fund's expenses in later periods fall below the annual rates set forth in the Expense Agreement; provided, however, that such recapture payments do not cause the Fund's expense ratio (after recapture) to exceed the lesser of (i) the expense cap in effect at the time of the waiver and (ii) the expense cap in effect at the time of the recapture. Notwithstanding the foregoing, the Fund will not be obligated to pay any such deferred fees and expenses more than three years after the date on which the fee and expenses were deferred. The Adviser may not discontinue this waiver, prior to August 31, 2024, without the approval by the Fund's Board of Trustees. Ratios as of the Prospectus dated August 31, 2023 and may differ from the ratios presented in the Financial Highlights.

 

(3) The Russell 2000® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000® Index companies with higher price-to-value ratios and higher forecasted growth values. The Index is not actively managed and does not reflect any deduction for fees, expenses or taxes. An investor may not invest directly into the Index.

 

4www.emeraldmutualfunds.com

 

 

Emerald Growth Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

GROWTH OF $10,000 INVESTMENT IN THE FUND (for the year ended April 30, 2024)

 

Comparison of change in value of a $10,000 investment (includes applicable sales loads)

 

 

The chart represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Investing in the Fund is subject to investment risks, including possible loss of the principal amount invested.

 

Annual Report | April 30, 2024 5

 

 

Emerald Insights Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

Dear Shareholders:

 

Investment Results

The performance of the Emerald Insights Fund – Institutional Class Shares for the year ended April 30, 2024, reflected a return of 26.16%, trailing the Russell 3000 Growth Index return of 30.75% by 459 basis points. Performance was driven by strength in Technology, Energy, Financials, and Consumer Staples, and offset by weakness in Healthcare and Industrials.

 

Investment Analysis (As of April 30, 2024)

Over the course of the reporting period (ended April 30, 2024), the Fund experienced robust absolute returns, but lagged the mega-cap dominated Russell 3000 Growth Benchmark. The concentration of returns to the mega-caps within the Russell 3000 Growth remained uncomfortably high and outperformed both the Russell Mid Cap Growth and Small Cap Growth indices.

 

After several months of supportive readings in the later part of calendar 2023, all measures of inflation from CPI to PPI and PCE registered “hot” readings in the first two months of 2024 throwing cold water on investors’ hopes for 4-6 rate cuts by the Federal Reserve. While this “higher for longer” sentiment could be seen as a negative for the market, equities, led by AI themed names, continued to outperform. However, selected members of the mega-cap “Magnificent 7” experienced some cracks in their relentless outperformance as we approached the end of the reporting period. Also, in the back-half of the reporting period, negative earnings revisions for small- and mid-cap companies were elevated. While seemingly negative, these revisions serve to reset expectations to account for the current environment and increase the likelihood of meeting or exceeding expectations in future quarters. The weakening of some of the mega-cap sentiment, coupled with the resetting of expectations for small- and mid-cap companies, we believe sets the stage for a broadening of returns as we enter the upcoming reporting period.

 

As has been the case for many years, the Emerald Insights Fund relies on our Dynamic Barbell portfolio construction framework which actively positions holdings by such factors as market cap, growth, economic sensitivity, geographic exposure, yield, momentum, and other factors. This has allowed us to maintain exposure to selected mega-caps regardless of growth or valuation, while actively positioning the Fund’s portfolio in selected smaller market cap names with company specific growth drivers. As has been the case for at least the last two years, the Fund remains overweight small- and mid-cap stocks vs. our benchmark given our thoughts on growth and valuation.

 

Market Outlook (as of April 30, 2024)

At Emerald, we have always held that earnings growth drives stock prices and position the Fund accordingly. Our goal is to find stocks with what we believe to be strong, oftentimes mis-modeled earnings growth, great management teams operating in protected markets, or possessing other idiosyncratic growth drivers.

 

We repeatedly questioned the sustainability of the mega-cap driven rally as recently as our mid-year update in October 2023, and though we are encouraged that the recent pullback in certain “Magnificent 7” stocks may portend a broadening of returns as the calendar year progresses, we remain cognizant that earnings growth will be driven by overall economic activity, interest rates and inflation, as well as the secular growth drivers possessed by many of the Fund’s portfolio holdings.

 

The first calendar quarter of 2024 demonstrated that the economy has been on a firmer footing than most would have expected, leading the market to continue the rally that began last October. As the Fed attempts to balance interest rates and inflation in the face of stronger economic data, we have attempted to orient the Fund to benefit from sectors and industries that generally thrive in higher rate and inflation environments such as Energy and Materials, while at the same time maintaining meaningful exposure to certain mega-caps and more secular growth areas of the market. We have also maintained the Fund’s Healthcare overweight given that sector’s low correlation with economic activity. We have, as always, taken positions in several smaller, high-growth names possessing idiosyncratic growth drivers - a hallmark of Emerald’s fundamental bottom-up research process.

 

As we look toward the next 12 months, we believe there will likely be a digestion/retrenchment period before both the interest rate and EPS contribution metrics improve later in the calendar year. Assuming this is the case, we would expect equity correlations to remain elevated through the summer before beginning to broaden out as we move past the US presidential election cycle.

 

As always, we believe our research-based flexibility to adapt to changing market conditions will continue to benefit the Fund. Our team’s long-term goal of generating alpha through stock selection has been the hallmark of Emerald for over 30 years and we think our ability to take advantage of market inefficiencies is only growing with the increasing lack of price discovery in markets.

 

Past performance does not guarantee future results.

 

6www.emeraldmutualfunds.com

 

 

Emerald Insights Fund Manager Commentary
  April 30, 2024 (Unaudited)
Top 10 Contributors   Top 10 Detractors  
NVIDIA Corporation   Babcock & Wilcox Enterprises Inc  
Microsoft Corporation   DocGo Inc.  
Amazon.com, Inc.   Ebix, Inc.  
Alphabet Inc. Class A   Ameresco, Inc. Class A  
Meta Platforms Inc Class A   MP Materials Corp Class A  
CrowdStrike Holdings, Inc. Class A   ACADIA Pharmaceuticals Inc.  
TETRA Technologies, Inc.   Darling Ingredients Inc  
Super Micro Computer, Inc.   Amylyx Pharmaceuticals, Inc.  
Uber Technologies, Inc.   MasTec, Inc.  
Palo Alto Networks, Inc.   indie Semiconductor, Inc. Class A  
       
David A. Volpe, CFA   Stephen L. Amsterdam  
Deputy Chief Investment Officer   Portfolio Manager  
Portfolio Manager      
       
Emerald Mutual Fund Advisers Trust      

 

Past performance does not guarantee future results. Fund prices fluctuate as the underlying assets have exposure to market fluctuations and other risks, as described in the Fund’s prospectus. Please visit www.emeraldmutualfunds.com to obtain current performance information and for the current prospectus and statement of additional information. This material must be preceded or accompanied by a prospectus. Please read the prospectus carefully before investing.

 

The views of Emerald Mutual Fund Advisers Trust and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect the writer's current views. The views expressed are those of the author only, and represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the Fund or any securities or any sectors mentioned in this letter. The subject matter contained in this letter has been derived from several sources believed to be reliable and accurate at the time of compilation. Neither Emerald Mutual Fund Advisers Trust nor the Fund accepts any liability for losses either direct or consequential caused by the use of this information.

 

The Emerald Insights Fund is distributed by ALPS Distributors, Inc.

 

The Fund is subject to investment risks, including possible loss of the principal amount invested and therefore is not suitable for all investors. The Fund may not achieve its objectives.

 

Diversification does not eliminate the risk of experiencing investment losses.

 

The Russell 3000® Growth Index is a market capitalization weighted index based on the Russell 3000® index. The Russell 3000® Growth Index includes companies that display signs of above average growth. The index is used to provide a gauge of the performance of growth stocks in the United States. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into the Index.

 

Basis points refers to a common unit of measure for interest rates and other percentages in finance. One basis point is equal to 1/100th of 1%, or 0.01%, or 0.0001, and is used to denote the percentage change in a financial instrument.

 

Annual Report | April 30, 2024 7

 

 

Emerald Insights Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

TOP TEN HOLDINGS

(as a % of Net Assets)*

 

Microsoft Corp. 9.74%
NVIDIA Corp. 9.08%
Apple, Inc. 6.24%
Amazon.com, Inc. 5.65%
Alphabet, Inc. 5.35%
Meta Platforms, Inc. 3.58%
Broadcom, Ltd. 2.47%
TJX Cos., Inc. 1.68%
Churchill Downs, Inc. 1.56%
LivaNova PLC 1.54%
Top Ten Holdings 46.89%

 

INDUSTRY SECTOR ALLOCATION

(as a % of Net Assets)

 

Technology 46.59%
Consumer Discretionary 15.72%
Healthcare 8.30%
Industrials 7.92%
Energy 5.64%
Health Care 5.39%
Financials 4.29%
Consumer Staples 2.22%
Utilities 1.23%
Telecommunications 0.81%
Cash, Cash Equivalents, & Other Net Assets 1.89%
Total 100.00%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

ANNUALIZED TOTAL RETURN (for the year ended April 30, 2024)

 

 

  1 Year 3 Year 5 Year Since Inception(1)  Expense Gross(2)  Ratio Net(2) 
Class A (NAV) 25.82% 1.86% 15.21% 11.79% 1.94% 1.35%
Class A (LOAD) 19.82% 0.22% 14.10% 11.23% 1.94% 1.35%
Russell 3000® Growth Index(3)  30.75% 7.59% 15.75% 15.03%    
Class C (NAV) 25.04% 1.20% 14.48% 11.05% 2.59% 2.00%
Class C (LOAD) 24.04% 1.20% 14.48% 11.05% 2.59% 2.00%
Russell 3000® Growth Index(3)  30.75% 7.59% 15.75% 15.03%    
Investor Class 25.67% 1.80% 15.16% 11.72% 1.99% 1.40%
Russell 3000® Growth Index(3)  30.75% 7.59% 15.75% 15.03%    
Institutional Class 26.16% 2.17% 15.57% 12.11% 1.64% 1.05%
Russell 3000® Growth Index(3)  30.75% 7.59% 15.75% 15.03%    

 

The performance quoted represents past performance, does not guarantee future results and current performance may be lower or higher than the data quoted. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance data current to the most recent month end may be obtained at www.emeraldmutualfunds.com.

 

Returns for periods less than 1 year are cumulative.

 

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

 

Subject to investment risks, including possible loss of the principal amount invested.

 

Maximum Offering Price (MOP) for Class A shares includes the Fund's maximum sales charge of 4.75%. Performance shown at NAV does not include these sales charges and would have been lower had it been taken into account.

 

A Contingent Deferred Sales Charge (CDSC) of 1.00% may apply to Class C shares redeemed within the first 12 months after a purchase.

 

(1) Inception Date – August 1, 2014.

 

(2) Emerald Mutual Fund Advisers Trust ("Emerald" or the "Adviser") has agreed contractually to waive a portion of its fees and reimburse other expenses in amounts necessary to limit the Fund's operating expenses (exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expense) for Class A, Class C, Institutional Class, and Investor Class shares to an annual rate (as percentage of the Fund's average daily net assets) of 1.35%, 2.00%, 1.05% and 1.40% respectively. This agreement (the "Expense Agreement") shall continue at least through August 31, 2024. The Adviser will be permitted to recapture, on a class-by-class basis, expenses it has borne through the Expense Agreement to the extent that the Fund's expenses in later periods fall below the annual rates set forth in the Expense Agreement; provided, however, that such recapture payments do not cause the Fund's expense ratio (after recapture) to exceed the lesser of (i) the expense cap in effect at the time of the waiver and (ii) the expense cap in effect at the time of the recapture. Notwithstanding the foregoing, the Fund will not be obligated to pay any such deferred fees and expenses more than three years after the date on which the fee and expenses were deferred. The Adviser may not discontinue this waiver, prior to August 31, 2024, without the approval by the Fund's Board of Trustees. Ratios as of the Prospectus dated August 31, 2023 and may differ from the ratios presented in the Financial Highlights.

 

(3) The Russell 3000® Growth Index is a market capitalization weighted index based on the Russell 3000® index. The Russell 3000® Growth Index includes companies that display signs of above average growth. The index is used to provide a gauge of the performance of growth stocks in the United States. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into the Index.

 

Important Risks

Investing in smaller companies generally will present greater investment risks, including: greater price volatility, greater sensitivity to changing economic conditions and less liquidity than the securities of larger, more mature companies.

 

8 www.emeraldmutualfunds.com

 

 

Emerald Insights Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

GROWTH OF $10,000 INVESTMENT IN THE FUND (for the year ended April 30, 2024)

 

Comparison of change in value of a $10,000 investment (includes applicable sales loads)

 

 

The chart represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Investing in the Fund is subject to investment risks, including possible loss of the principal amount invested.

 

Annual Report | April 30, 2024 9

 

 

Emerald Finance & Banking Innovation Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

Dear Shareholders:

 

Investment Results

The Emerald Bank & Finance Fund Class A shares (without sales load) outperformed the Russell 2000 Index for the twelve months ended April 30, 2024, returning 18.67% vs. 13.32% for the Index. During the twelve months ended April 30, 2024, the Russell 2000 Financial Services Index returned 16.70%.

 

Investment Analysis

Higher for longer interest rates have put pressure on community banks’ net interest margins and put deposits in the spotlight for the last year. However, over the second half of 2023 we believe there was a modest reversal in the "extreme negativity" against owning bank stocks given that while funding pressure continued in the second half of 2023, the quarter-over-quarter increase in the cost of deposits slowed sequentially. Additionally, we believe net interest margins began to trough in the fourth quarter of 2023.

 

Regulators have heavily scrutinized banks’ liquidity and commercial real estate concentrations as well in the aftermath of the trio of large bank failures in spring 2023, causing institutions to prize their deposits and slow loan growth. As a result, over the last twelve months, we have witnessed community banks continuing to aggressively compete for deposits. Community banks have sought to retain their customers with higher rates, and that has resulted in interest bearing deposits growing as a percentage of total deposits over the last twelve months. However, there may be light at the end of the tunnel as in the first quarter of 2024, the cost of interest-bearing transaction deposits fell sequentially for the first time since the Federal Reserve started raising interest rates in early 2022, a signal that funding cost pressure is abating.

 

Higher rates have changed the funding profile of community banks significantly. The cost of interest-bearing deposits has risen notably and at the same time, funds have shifted out of noninterest-bearing deposits and into higher-cost time deposits. In fact, Interest-bearing transaction deposit costs were down six basis points across US banks to 3.14% in the first quarter of 2024, according to data from S&P Global Market Intelligence. Meanwhile, the cost of savings accounts increased eleven basis points to 1.90% and the overall cost of funds increased eight basis points to 2.56%, extending the trend of declining sequential increases to five quarters. Higher-for-longer interest rates are likely to inhibit widespread relief on funding costs as money is still moving out of low-cost accounts. However, that trend slowed in the first quarter and was concentrated in January 2024.

 

Community banks have also steadily built their reserves for loan losses, causing earnings to drop from year-ago levels. We remain focused on credit quality and believe credit metrics across the industry will remain benign as most management teams that we have met with are not seeing any credit deterioration worth noting. However, we do believe that credit quality is slowly migrating negatively to the pre pandemic “normalized” levels of 2019.

 

While credit quality has held up thus far, institutions recognize that significantly higher interest rates will challenge borrowers that need to refinance loans coming due soon, particularly those looking to refinance commercial real estate credits. We believe credit quality deterioration will continue to be more of a concern than a “systemic” issue for community banks. While community banks tend to have larger commercial real estate concentrations within their loan portfolios, the type of commercial real estate (CRE) tend to be a truly diverse mix of CRE consisting of everything from industrial CRE to owner-occupied one- to two- story professional buildings. We know of very few community banks that have significant exposure to office towers located in central business districts where we have seen the majority of CRE credit deterioration. We believe most commercial real estate defaults will occur in the central business district office towers and will have been financed by the Commercial Mortgage-Backed Securities (CMBS) market, large money center banks, and non-bank financial institutions rather than small regional and community banks. We believe that community banks will record higher credit losses in 2024 and 2025, but margins should rebound in 2025, offering institutions earnings relief in 2025.

 

Market Outlook (as of April 30, 2024)

At the March 19, 2024 Federal Open Market Committee (FOMC) meeting, the Federal Reserve (the “Fed”) signaled that given the persistently stubborn inflation data that rate cuts would be delayed until more positive data has been observed. We believe that while such rate cuts would be a negative for bank net interest margins near term, lower rates would be a positive for bank credit quality and a boost to tangible book values because of improving adjusted other comprehensive income (AOCI) results. Why the short-term negative results for NIM’s following a rate cut? We believe banks carry more indexed assets than liabilities. We believe despite the temporary and short-lived negative to net interest margins that a lower rate environment would be a positive for bank stocks.

 

Past performance does not guarantee future results.

 

10 www.emeraldmutualfunds.com

 

 

Emerald Finance & Banking Innovation Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

We believe there will be at least one rate cut in the second half of 2024 and that rate cuts by the Federal Reserve will offer modest relief in community banks’ funding costs later in 2024, but more substantial rate cuts, which are expected to occur in 2025, will be needed to drive deposits costs notably lower.

 

We believe another benefit from lower rates in the second half of 2024 and 2025 will be an increased pace of tangible book value growth. After seeing tangible book values (TBV) benefit from positive increases in adjusted other comprehensive income (AOCI) in Q4’23, as interest rates were trending down, we believe AOCI will again be a positive for community banks whenever the Fed begins to cut interest rates.

 

While banks must mark their available for sale portfolios (AFS) to market on a quarterly basis, and those marks are captured in accumulated other comprehensive income (AOCI) and impact tangible book value it also impacts tangible common equity, but it does not impact community banks’ regulatory capital.

 

We believe community bank deposit costs will continue to grind higher, until the Fed cuts interest rates as institutions defend their deposit bases with higher rates. Funds continue to move out of noninterest-bearing deposits and into higher-cost products for institutions, such as brokered deposits and certificates of deposits.

 

Interest-bearing deposits have risen 5.2% over the last two years, while noninterest-bearing deposits have fallen -15.5%. The decline pushed the community bank aggregate’s noninterest-bearing concentration down to 23.9% of total deposits at year-end 2023 from 27.3% at year-end 2022 and 28.0% at year-end 2021 according to S&P Global. We expect noninterest-bearing deposits to decline further in 2024, dipping to 21.5% of deposits.

 

We believe rate cuts will offer relief from deposit pricing pressure late in 2024 and additional declines in rates in 2025 will allow deposit costs to fall even further. While we do not anticipate deposit costs to fall as fast as they increased when the Fed was raising interest rates, we do believe community bank margins will rebound in 2025. We believe net interest margins will trough in 2024 and then increase fifteen to twenty basis points in 2025.

 

Credit costs remain historically low for community banks who continue to see minimal stress in their borrowing base. However, we believe credit quality will deteriorate to “normalized” “pre-pandemic” 2019 levels as borrowers begin to feel the impact of higher rates, particularly in the commercial real estate segment, resulting in higher credit losses.

 

Commercial real estate (CRE) has become a source of credit quality concern as higher Federal Reserve interest rates have pressured borrowers facing maturities, and persistent work-from-home trends have led to weak demand for office properties. We believe the pressure on CRE books has increased over the last year with several banks reporting deterioration in credit quality metrics in their CRE portfolios. According to S&P Global, CRE delinquencies have risen off historically low bases as well, increasing for five straight quarters.

 

However, we would note that loss content will be location-specific and differ across the subcategories of the asset class. We believe the bulk of CRE loan losses will be limited to office towers located in central business districts (CBDs). As noted above, community banks have little exposure to CBD office tower loans and thus, we do not believe this will be a community bank concern in the second half of 2024 and 2025. However, we do believe credit quality will continue to “normalize” at community banks with auto loans and credit card delinquencies and other consumer loans rising off exceptionally low bases.

 

While regulators remain focused on banks with higher concentrations in commercial real estate loans and the potential for higher credit related losses they also are focused on banking-as-a-service.

 

During the last six months, banking-as-a-service (BaaS) focused banks underperformed as regulatory scrutiny of these partnerships intensified. According to S&P Global Market Intelligence, banks that provide BaaS to fintech partners accounted for 13.5% of severe enforcement actions issued by federal bank regulators in 2023. We believe that because of the additional regulatory scrutiny, Metropolitan Bank Holding Corp. (MCB) announced that they were exiting their BaaS business.

 

Public enforcement orders showed that regulators have been using existing laws to discipline banks' fintech partnerships, including consumer protection laws and anti-money laundering rules in the Bank Secrecy Act. We believe that an impact of the heightened regulatory burden is that BaaS is getting more expensive to enter and maintain.

 

As a result, we believe specific banks that have spent years providing BaaS and have built out best in class practices, will benefit from BaaS competitors who have now had their BaaS business “put on pause” as they adjust their regulatory regimes.

 

Annual Report | April 30, 2024 11

 

 

Emerald Finance & Banking Innovation Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

We believe these banks will take market share and continue to benefit from strong momentum in deposit, loan, and earnings growth in 2024, while the banking industry in general is expected to see a year of reduced earnings growth. As a result of the increased regulatory scrutiny, we have reduced our exposure to BaaS within the Fund’s portfolio.

 

Overall, we think banks remain attractively valued and are set up for improved fundamentals in the second half of 2024 and as we enter 2025. We believe credit quality will remain benign, but credit quality will continue to trend towards pre covid normalized levels. We also believe that net interest margin and net interest income guidance will be key metrics to watch, as deposit cost trends and the mix of deposits are likewise impacted by the potential for continuing higher interest rates.

 

Given the historically low community bank stock valuations the Fund’s portfolio remains heavily concentrated on bank stocks, about 85% of the portfolio at fiscal year-end.

 

Top Contributors:   Top Detractors:  
Western Alliance Bancorp   Ebix, Inc.  
Customers Bancorp, Inc.   First Foundation, Inc.  
FinWise Bancorp   New York Community Bancorp Inc  
First Citizens BancShares, Inc. Class A   Power REIT  
Skyward Specialty Insurance Group, Inc.   OceanFirst Financial Corp.  
       
Kenneth G. Mertz II, CFA   Steven E. Russell, Esq.  
Chief Investment Officer   Portfolio Manager  
Portfolio Manager      
       
Emerald Mutual Fund Advisers Trust      

 

Past performance does not guarantee future results. Fund prices fluctuate as the underlying assets have exposure to market fluctuations and other risks, as described in the Fund’s prospectus. Please visit www.emeraldmutualfunds.com to obtain current performance information and for the current prospectus and statement of additional information. This material must be preceded or accompanied by a prospectus. Please read the prospectus carefully before investing.

 

The views of Emerald Mutual Fund Advisers Trust and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect the writer's current views. The views expressed are those of the author only, and represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the Fund or any securities or any sectors mentioned in this letter. The subject matter contained in this letter has been derived from several sources believed to be reliable and accurate at the time of compilation. Neither Emerald Mutual Fund Advisers Trust nor the Fund accepts any liability for losses either direct or consequential caused by the use of this information.

 

The Emerald Finance & Banking Innovation Fund is distributed by ALPS Distributors, Inc.

 

The Fund is subject to investment risks, including possible loss of the principal amount invested and therefore is not suitable for all investors. The Fund may not achieve its objectives.

 

Diversification does not eliminate the risk of experiencing investment losses.

 

The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Index is not actively managed and does not reflect any deduction of fees, expenses or taxes. An investor may not invest directly into the Index.

 

The Russell 2000® Financial Services Index – is comprised of the smallest financial services companies in the Russell 3000 Index. The Index is not actively managed and does not reflect any deductions for fees, expense, or taxes. An investor may not invest directly in the Index.

 

The Russell 2000® Value Index measures the performance of small -cap value segment of the U.S. equity universe. It includes those Russell 2000 companies with lower price-to-book ratios (A ratio used to compare a stock's market value to its book value. It is calculated by dividing the current closing price of the stock by the latest quarter's book value per share.) and lower forecasted growth values. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into the Index.

 

12 www.emeraldmutualfunds.com

 

 

Emerald Finance & Banking Innovation Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

TOP TEN HOLDINGS

(as a % of Net Assets)*

 

Community Heritage Financial, Inc. 4.08%
Western Alliance Bancorp 3.86%
Northeast Bancorp 3.63%
Metropolitan Bank Holding Corp. 3.47%
First Citizens BancShares, Inc., Class A 3.46%
Axos Financial, Inc. 3.46%
Kinsale Capital Group, Inc. 3.20%
Mechanics Bank/Walnut Creek CA 3.02%
Skyward Specialty Insurance Group, Inc. 2.95%
Banc of California, Inc. 2.87%
Top Ten Holdings 34.00%

 

INDUSTRY SECTOR ALLOCATION

(as a % of Net Assets)

 

Banks 85.45%
Property And Casualty Insurance 3.20%
Insurance 2.95%
Consumer Lending 2.65%
Open End And Miscellaneous Investment Vehicles 1.97%
Commercial Banks 1.07%
Diversified REITs 1.01%
Transaction Processing Services 0.00%
Cash, Cash Equivalents, & Other Net Assets 1.70%
Total 100.00%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

ANNUALIZED TOTAL RETURN (for the year ended April, 30 2024)

 

 

  1 Year 3 Year 5 Year 10 Year Since Inception(1)  Expense Gross(2)  Ratio Net(2) 
Class A (NAV) 18.67% -21.54% -5.31% 2.10% 5.98% 1.85% 1.85%
Class A (LOAD) 13.00% -22.81% -6.23% 1.61% 5.79% 1.85% 1.85%
Russell 2000® Index(3)  13.32% -3.18% 5.83% 7.22% 7.77%    
Russell 2000® Financial Services Index(4)  16.70% -2.56% 3.35% 6.60% 7.59%    
Class C (NAV) 17.94% -22.06% -5.94% 1.44% 5.48% 2.49% 2.49%
Class C (LOAD) 16.94% -22.06% -5.94% 1.44% 5.48% 2.49% 2.49%
Russell 2000® Index(3)  13.32% -3.18% 5.83% 7.22% 7.21%    
Russell 2000® Financial Services Index(4)  16.70% -2.56% 3.35% 6.60% 8.15%      
Investor Class 18.65% -21.57% -5.35% 2.09% 5.29% 1.51% 1.51%
Russell 2000® Index(3)  13.32% -3.18% 5.83% 7.22% 9.31%    
Russell 2000® Financial Services Index(4)   16.70%  -2.56%  3.35%  6.60%  8.44%      
Institutional Class 19.16% -21.27% -4.98% 2.45% 5.83% 1.89% 1.89%
Russell 2000® Index(3)  13.32% -3.18% 5.83% 7.22% 8.81%    
Russell 2000® Financial Services Index(4)  16.70% -2.56% 3.35% 6.60% 8.35%      

 

The performance quoted represents past performance, does not guarantee future results and current performance may be lower or higher than the data quoted. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance data current to the most recent month end may be obtained at www.emeraldmutualfunds.com.

 

Performance shown for periods prior to March 16, 2012, reflects the performance of the Forward Banking & Finance Fund, a series of Forward Funds (as a result of a reorganization of the Forward Banking & Finance Fund into the Emerald Banking & Finance Fund).

 

Returns for periods less than 1 year are cumulative.

 

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

 

Subject to investment risks, including possible loss of the principal amount invested.

 

Maximum Offering Price (MOP) for Class A shares includes the Fund's maximum sales charge of 4.75%. Performance shown at NAV does not include these sales charges and would have been lower had it been taken into account.

 

A Contingent Deferred Sales Charge (CDSC) of 1.00% may apply to Class C shares redeemed within the first 12 months after a purchase.

 

(1) Inception Dates - Class A: 02/18/1997, Class C: 07/01/2000, Institutional Class: 03/19/2012, Investor Class: 03/16/2010

 

(2) Emerald Mutual Fund Advisers Trust ("Emerald" or the "Adviser") has agreed contractually to waive a portion of its fees and reimburse other expenses in amounts necessary to limit the Fund's operating expenses (exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and extraordinary expense) for Class A, Class C, Institutional Class, and Investor Class shares to an annual rate (as percentage of the Fund's average daily net assets) of 1.82%, 2.46%, 1.48% and 1.86% respectively. This agreement (the "Expense Agreement") shall continue at least through August 31, 2024. The Adviser will be permitted to recapture, on a class-by-class basis, expenses it has borne through the Expense Agreement to the extent that the Fund's expenses in later periods fall below the annual rates set forth in the Expense Agreement; provided, however, that such recapture payments do not cause the Fund's expense ratio (after recapture) to exceed the lesser of (i) the expense cap in effect at the time of the waiver and (ii) the expense cap in effect at the time of the recapture. Notwithstanding the foregoing, the Fund will not be obligated to pay any

 

Annual Report | April 30, 2024 13

 

 

Emerald Finance & Banking Innovation Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

such deferred fees and expenses more than three years after the date on which the fee and expenses were deferred. The Adviser may not discontinue this waiver, prior to August 31, 2024, without the approval by the Fund's Board of Trustees. Ratios as of the Prospectus dated August 31, 2023 and may differ from the ratios presented in the Financial Highlights.

 

(3) The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® is a subset of the Russell 3000® Index representing approximately 8% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly into an index.

 

(4) The Russell 2000® Financial Services Index is an additional index, and is comprised of the smallest financial services companies in the Russell 3000® Index. The Index is not actively managed and does not reflect any deductions for fees, expense, or taxes. An investor may not invest directly in the Index.

 

Important Risks

 

A fund that concentrates in a particular industry will involve a greater degree of risk than a fund with a more diversified portfolio. Investing in smaller companies generally will present greater investment risks, including: greater price volatility, greater sensitivity to changing economic conditions and less liquidity than the securities of larger, more mature companies.

 

14 www.emeraldmutualfunds.com

 

 

Emerald Finance & Banking Innovation Fund Manager Commentary
  April 30, 2024 (Unaudited)

 

GROWTH OF $10,000 INVESTMENT IN THE FUND (for the year ended April 30, 2024)

 

Comparison of change in value of a $10,000 investment (includes applicable sales loads)

 

 

The chart represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Investing in the Fund is subject to investment risks, including possible loss of the principal amount invested.

 

Annual Report | April 30, 2024 15

 

 

Emerald Funds Disclosure of Fund Expenses
  April 30, 2024 (Unaudited)

 

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including applicable sales charges (loads); and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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 (six-month) period and held for the entire period November 1, 2023 through April 30, 2024.

 

Actual Expenses

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

 

Hypothetical Example For Comparison Purposes

The second line for each share class of each Fund in 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 Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other mutual funds.

 

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

 

Beginning
Account Value
11/01/23
Ending
Account Value
04/30/24
Expense
Ratio(a) 
Expense Paid
During Period
11/01/23 - 4/30/24(b) 
Emerald Growth Fund        
Class A        
Actual $1,000.00 $1,233.10 1.10% $6.11
Hypothetical (5% return before expenses) $1,000.00 $1,019.39 1.10% $5.52
Class C        
Actual $1,000.00 $1,228.20 1.81% $10.03
Hypothetical (5% return before expenses) $1,000.00 $1,015.86 1.81% $9.07
Institutional Class        
Actual $1,000.00 $1,234.90 0.79% $4.39
Hypothetical (5% return before expenses) $1,000.00 $1,020.93 0.79% $3.97
Investor Class        
Actual $1,000.00 $1,232.60 1.07% $5.94
Hypothetical (5% return before expenses) $1,000.00 $1,019.54 1.07% $5.37

 

16 www.emeraldmutualfunds.com

 

 

Emerald Funds Disclosure of Fund Expenses
  April 30, 2024 (Unaudited)

 

Emerald Insights Fund Beginning
Account Value
11/01/23
Ending
Account Value
04/30/24
Expense
Ratio(a) 
Expense Paid
During Period
11/01/23 - 4/30/24(b) 
Class A        
Actual $1,000.00 $1,208.10 1.35% $7.41
Hypothetical (5% return before expenses) $1,000.00 $1,018.15 1.35% $6.77
Class C        
Actual $1,000.00 $1,204.40 2.00% $10.96
Hypothetical (5% return before expenses) $1,000.00 $1,014.92 2.00% $10.02
Institutional Class        
Actual $1,000.00 $1,209.80 1.05% $5.77
Hypothetical (5% return before expenses) $1,000.00 $1,019.64 1.05% $5.27
Investor Class        
Actual $1,000.00 $1,207.10 1.40% $7.68
Hypothetical (5% return before expenses) $1,000.00 $1,017.90 1.40% $7.02
         
Emerald Finance & Banking Innovation Fund        
Class A        
Actual $1,000.00 $1,195.00 1.73% $9.44
Hypothetical (5% return before expenses) $1,000.00 $1,016.26 1.73% $8.67
Class C        
Actual $1,000.00 $1,191.10 2.38% $12.97
Hypothetical (5% return before expenses) $1,000.00 $1,013.03 2.38% $11.91
Institutional Class        
Actual $1,000.00 $1,197.10 1.34% $7.32
Hypothetical (5% return before expenses) $1,000.00 $1,018.20 1.34% $6.72
Investor Class        
Actual $1,000.00 $1,194.60 1.71% $9.33
Hypothetical (5% return before expenses) $1,000.00 $1,016.36 1.71% $8.57

 

(a) The Fund's expense ratios have been based on the Fund's most recent fiscal half-year expenses.

(b) Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182)/365 (to reflect the half-year period).

 

Annual Report | April 30, 2024 17

 

 

Emerald Growth Fund Schedule of Investments

 

April 30, 2024

 

Shares     

Value

(Note 2)

 
COMMON STOCKS: 98.65%    
Consumer Discretionary: 10.04%     
 640,411   Arhaus, Inc.  $8,107,603 
 44,083   Arlo Technologies, Inc.(a)    545,748 
 162,414   BJ's Restaurants, Inc.(a)    5,293,072 
 132,373   Churchill Downs, Inc.   17,076,117 
 153,294   Chuy's Holdings, Inc.(a)    4,516,041 
 108,286   Jack in the Box, Inc.   6,179,882 
 72,167   Light & Wonder, Inc.(a)    6,441,626 
 222,486   National Vision Holdings, Inc.(a)    3,875,706 
 94,178   Ollie's Bargain Outlet Holdings, Inc.(a)    6,888,179 
 346,469   OneSpaWorld Holdings, Ltd.(a)    4,407,086 
 709,735   PlayAGS, Inc.(a)    6,274,057 
 423,234   Portillo's, Inc.(a)    5,188,849 
 502,076   Savers Value Village, Inc.(a)    8,294,296 
 403,512   Sun Country Airlines Holdings, Inc.(a)    5,370,745 
 45,695   Visteon Corp.(a)    5,055,238 
         93,514,245 
           
Consumer Staples: 3.56%     
 23,103   Celsius Holdings, Inc.(a)    1,646,551 
 237,734   Freshpet, Inc.(a)    25,216,445 
 334,793   Utz Brands, Inc.   6,036,318 
 276,036   Zevia PBC, Class A(a)    237,639 
         33,136,953 
           
Energy: 4.06%     
 46,081   Cactus, Inc.   2,287,461 
 16,462   Matador Resources Co.   1,025,582 
 202,297   Northern Oil and Gas, Inc.   8,251,695 
 444,486   TETRA Technologies, Inc.(a)    1,906,845 
 117,776   Tidewater, Inc.(a)    10,817,726 
 113,518   Valaris, Ltd.(a)    7,385,481 
 50,010   Weatherford International PLC(a)    6,182,236 
         37,857,026 
           
Financial Services: 9.15%     
 130,208   Axos Financial, Inc.(a)    6,589,827 
 328,000   Banc of California, Inc.   4,490,320 
 83,946   Bancorp, Inc.(a)    2,513,343 
 387,715   BRP Group, Inc., Class A(a)    10,328,728 
 10,397   First Foundation, Inc.   56,975 
 65,383   Houlihan Lokey, Inc.   8,335,679 
 109,577   LendingTree, Inc.(a)    5,289,282 
 48,668   Metropolitan Bank Holding Corp.(a)    1,932,120 
 148,757   Mid Penn Bancorp, Inc.   3,009,354 
 203,402   Moelis & Co., Class A   9,982,970 
 8,608   Pacific Premier Bancorp, Inc.   185,072 
 200,469   Palomar Holdings, Inc.(a)    15,770,896 
 337,580   Skyward Specialty Insurance Group, Inc.(a)    11,788,294 
 329,741   Trinity Capital, Inc.   5,002,171 
         85,275,031 
Shares     

Value

(Note 2)

 
Healthcare: 23.75%
 453,189   ACADIA Pharmaceuticals, Inc.(a)   $7,572,788 
 224,829   Akero Therapeutics, Inc.(a)    4,471,849 
 386,027   Alphatec Holdings, Inc.(a)    4,871,661 
 99,410   AtriCure, Inc.(a)    2,397,769 
 166,570   Blueprint Medicines Corp.(a)    15,214,504 
 242,995   Bridgebio Pharma, Inc.(a)    6,225,532 
 67,207   Celldex Therapeutics, Inc.(a)    2,514,886 
 290,978   Collegium Pharmaceutical, Inc.(a)    10,745,817 
 202,841   CVRx, Inc.(a)    3,146,064 
 37,952   Cytokinetics, Inc.(a)    2,327,217 
 434,143   Deciphera Pharmaceuticals, Inc.(a)    10,970,794 
 21,925   Haemonetics Corp.(a)    2,016,004 
 88,339   Immunovant, Inc.(a)    2,424,022 
 228,115   Insmed, Inc.(a)    5,639,003 
 31,471   Integer Holdings Corp.(a)    3,513,108 
 163,363   Intra-Cellular Therapies, Inc.(a)    11,731,097 
 339,705   Ironwood Pharmaceuticals, Inc.(a)    2,632,714 
 279,983   KalVista Pharmaceuticals, Inc.(a)    3,177,807 
 284,219   LivaNova PLC(a)    15,845,209 
 38,632   Madrigal Pharmaceuticals, Inc.(a)    7,881,701 
 163,062   Merit Medical Systems, Inc.(a)    12,082,894 
 817,438   NeoGenomics, Inc.(a)    11,378,737 
 111,685   Orthofix Medical, Inc.(a)    1,451,905 
 295,073   Quanterix Corp.(a)    4,756,577 
 279,532   RadNet, Inc.(a)    13,557,302 
 122,408   Soleno Therapeutics, Inc.(a)    5,466,741 
 219,470   TransMedics Group, Inc.(a)    20,658,711 
 342,842   Travere Therapeutics, Inc.(a)    1,895,916 
 630,669   Treace Medical Concepts, Inc.(a)    6,540,037 
 203,776   Ultragenyx Pharmaceutical, Inc.(a)    8,668,631 
 118,312   Viking Therapeutics, Inc.(a)    9,415,269 
 33,221   WaVe Life Sciences, Ltd.(a)    163,779 
         221,356,045 
           
Industrials: 22.26%     
 197,618   AAR Corp.(a)    13,663,308 
 83,918   AeroVironment, Inc.(a)    13,409,257 
 22,292   ArcBest Corp.   2,472,406 
 266,007   ATI, Inc.(a)    15,880,618 
 113,496   Bowman Consulting Group, Ltd.(a)    3,687,485 
 232,690   Carpenter Technology Corp.   19,941,533 
 106,526   Chart Industries, Inc.(a)    15,346,136 
 10,312   Fabrinet(a)    1,784,698 
 560,093   First Advantage Corp.   9,129,516 
 106,474   Flywire Corp.(a)    2,182,717 
 341,011   FTAI Aviation Ltd   23,942,382 
 30,202   Herc Holdings, Inc.   4,319,792 
 15,808   Installed Building Products, Inc.   3,726,420 
 742,237   Kratos Defense & Security Solutions, Inc.(a)    13,226,663 
 120,405   Louisiana-Pacific Corp.   8,812,442 
 79,017   Modine Manufacturing Co.(a)    7,319,345 

 

 

18www.emeraldmutualfunds.com

 

 

Emerald Growth Fund Schedule of Investments

 

April 30, 2024

 

Shares     

Value

(Note 2)

 
Industrials (continued)     
 312,506   Montrose Environmental Group, Inc.(a)   $13,569,011 
 121,221   NV5 Global, Inc.(a)    11,302,646 
 186,190   RXO, Inc.(a)    3,520,853 
 158,048   Shift4 Payments, Inc.(a)    9,144,657 
 109,831   TriNet Group, Inc.   11,023,737 
         207,405,622 
           
Real Estate: 1.28%     
 66,884   Ryman Hospitality Properties, Inc.   7,054,924 
 90,311   Terreno Realty Corp.   4,908,403 
         11,963,327 
           
Technology: 23.71%     
 89,992   Agilysys, Inc.(a)    7,473,836 
 43,220   Clear Secure, Inc.   755,053 
 115,969   Cogent Communications Holdings, Inc.   7,442,890 
 650,181   Credo Technology Group Holding, Ltd.(a)    11,618,734 
 245,090   FormFactor, Inc.(a)    10,928,563 
 149,588   Harmonic, Inc.(a)    1,606,575 
 10,470   Ibotta, Inc.(a)    1,070,767 
 68,027   Impinj, Inc.(a)    10,842,143 
 957,426   indie Semiconductor, Inc.(a)    5,380,734 
 16,821   InterDigital, Inc.   1,660,737 
 115,952   Kulicke & Soffa Industries, Inc.   5,366,259 
 121,293   MACOM Technology Solutions Holdings, Inc.(a)    12,365,821 
 251,834   MediaAlpha, Inc., Class A(a)    5,099,639 
 173,596   Napco Security Technologies, Inc.   7,065,357 
 66,715   Onto Innovation, Inc.(a)    12,374,965 
 377,042   PDF Solutions, Inc.(a)    11,341,423 
 24,926   Perficient, Inc.(a)    1,178,003 
 265,663   Q2 Holdings, Inc.(a)    13,652,422 
 157,661   Rambus, Inc.(a)    8,642,976 
 113,221   Rapid7, Inc.(a)    5,072,301 
 451,846   SkyWater Technology, Inc.(a)    4,635,940 
 36,417   Super Micro Computer, Inc.(a)    31,274,920 
 64,547   Synaptics, Inc.(a)    5,806,648 
 345,209   Tenable Holdings, Inc.(a)    15,524,049 
 414,017   Varonis Systems, Inc.(a)    18,113,244 
 473,832   Zuora, Inc., Class A(a)    4,671,984 
         220,965,983 
           
Telecommunications: 0.84%     
 219,396   Applied Optoelectronics, Inc.(a)    2,161,050 
 128,255   Lumentum Holdings, Inc.(a)    5,612,439 
         7,773,489 
     Total Common Stocks    
     (Cost $665,088,190)   919,247,721 
Shares      

Value

(Note 2)

 
             
SHORT-TERM INVESTMENT: 1.35%     
  12,607,492    First American Government Obligations Fund, Class X 5.230% (b)   $12,607,492 
             
     Total Short-Term Investment    
       (Cost $12,607,492)   12,607,492 
             
Total Investments: 100.00%    
(Cost $677,695,682)   931,855,213 
      
Other Assets In Excess Of Liabilities: 0.00%   25,257 
Net Assets: 100.00%  $931,880,470 

 

(a) Non-income producing security.

(b) Represents the 7-day yield.

 

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 as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percentage of net assets.

 

See Notes to Financial Statements.

 

 

Annual Report | April 30, 2024 19

 

 

Emerald Insights Fund Schedule of Investments

 

April 30, 2024

 

Shares     

Value

(Note 2)

 
COMMON STOCKS: 98.11%    
Consumer Discretionary: 15.72%     
 6,571   Amazon.com, Inc.(a)   $1,149,925 
 67   AutoZone, Inc.(a)    198,079 
 44   Chipotle Mexican Grill, Inc.(a)    139,022 
 2,466   Churchill Downs, Inc.   318,114 
 310   Costco Wholesale Corp.   224,099 
 773   Hyatt Hotels Corp., Class A   115,015 
 30,123   Latham Group, Inc.(a)    84,344 
 229   Netflix, Inc.(a)    126,097 
 20,162   PlayAGS, Inc.(a)    178,232 
 9,329   Savers Value Village, Inc.(a)    154,115 
 930   Tesla, Inc.(a)    170,450 
 3,638   TJX Cos., Inc.   342,300 
         3,199,792 
           
Consumer Staples: 2.22%     
 685   Constellation Brands, Inc., Class A   173,620 
 2,616   Freshpet, Inc.(a)    277,479 
         451,099 
           
Energy: 5.64%     
 2,383   Antero Resources Corp.(a)    81,046 
 2,784   Cactus, Inc.   138,198 
 845   Cheniere Energy, Inc.   133,358 
 5,944   New Fortress Energy, Inc.   155,733 
 4,802   Northern Oil and Gas, Inc.   195,873 
 63,226   TETRA Technologies, Inc.(a)    271,239 
 1,403   Weatherford International PLC(a)    173,439 
         1,148,886 
           
Financial Services: 4.29%     
 1,618   BRP Group, Inc., Class A(a)    43,103 
 2,322   Charles Schwab Corp.   171,712 
 1,474   KKR & Co., Inc., Class A   137,185 
 2,971   LendingTree, Inc.(a)    143,410 
 2,452   Palomar Holdings, Inc.(a)    192,899 
 3,267   Western Alliance Bancorp   185,664 
         873,973 
           
Health Care: 5.39%     
 1,726   Abbott Laboratories   182,904 
 675   Amgen, Inc.   184,910 
 324   Eli Lilly & Co.   253,076 
 157   Regeneron Pharmaceuticals, Inc.(a)    139,834 
 10,866   Teva Pharmaceutical Industries, Ltd.(a)    152,667 
 381   UnitedHealth Group, Inc.   184,290 
         1,097,681 
           
Healthcare: 8.31%     
 13,524   ACADIA Pharmaceuticals, Inc.(a)    225,986 
 4,917   Insmed, Inc.(a)    121,548 
 2,119   Integer Holdings Corp.(a)    236,544 
 2,048   Intra-Cellular Therapies, Inc.(a)    147,067 
Shares     

Value

(Note 2)

 
Healthcare (continued)     
 5,640   LivaNova PLC(a)   $314,430 
 2,004   Merit Medical Systems, Inc.(a)    148,496 
 2,991   TransMedics Group, Inc.(a)    281,543 
 2,211   Ultragenyx Pharmaceutical, Inc.(a)    94,056 
 1,519   Viking Therapeutics, Inc.(a)    120,882 
         1,690,552 
           
Industrials: 7.92%     
 1,747   Chart Industries, Inc.(a)    251,673 
 13,509   Kratos Defense & Security Solutions, Inc.(a)    240,730 
 1,303   Louisiana-Pacific Corp.   95,367 
 917   Modine Manufacturing Co.(a)    84,942 
 14,854   MP Materials Corp.(a)    237,664 
 3,826   Shift4 Payments, Inc.(a)    221,372 
 1,067   Visa, Inc., Class A   286,607 
 2,528   WillScot Mobile Mini Holdings Corp.(a)    93,435 
 937   XPO, Inc.(a)    100,690 
         1,612,480 
           
Technology: 46.58%     
 6,693   Alphabet, Inc., Class A   1,089,487 
 7,452   Apple, Inc.   1,269,299 
 387   Broadcom, Ltd.   503,205 
 954   Cadence Design Systems, Inc.(a)    262,951 
 1,068   Crowdstrike Holdings, Inc., Class A(a)    312,433 
 4,242   Darling Ingredients, Inc.(a)    179,734 
 17,451   indie Semiconductor, Inc.(a)    98,075 
 2,931   Match Group, Inc.(a)    90,333 
 1,696   Meta Platforms, Inc., Class A   729,568 
 5,093   Microsoft Corp.   1,982,858 
 324   Mongodb Inc(a)    118,318 
 2,139   NVIDIA Corp.   1,848,139 
 803   Palo Alto Networks, Inc.(a)    233,585 
 4,332   Pinterest, Inc., Class A(a)    144,905 
 711   Rubrik, Inc.(a)    22,766 
 445   Salesforce, Inc.   119,678 
 15,767   SkyWater Technology, Inc.(a)    161,769 
 535   Snowflake, Inc., Class A(a)    83,032 
 5,131   Tenable Holdings, Inc.(a)    230,741 
         9,480,876 
           
Telecommunications: 0.81%     
 2,502   Uber Technologies, Inc.(a)    165,807 
           
Utilities: 1.23%     
 6,295   AES Corp.   112,681 
 9,781   Aris Water Solutions, Inc.   137,227 
         249,908 
     Total Common Stocks    
     (Cost $12,875,710)   19,971,054 

 

 

20www.emeraldmutualfunds.com

 

 

Emerald Insights Fund Schedule of Investments

 

April 30, 2024

 

Shares      

Value

 (Note 2)

 
                     
SHORT-TERM INVESTMENT: 1.03%     
210,646    First American Government Obligations Fund, Class X 5.230% (b)   $210,646 
           
     Total Short-Term Investment    
     (Cost $210,646)   210,646 
           
Total Investments: 99.14%    
(Cost $13,086,356)   20,181,700 
           
Other Assets In Excess Of Liabilities: 0.86%   174,246 
Net Assets: 100.00%  $20,355,946 

 

(a) Non-income producing security.

(b) Represents the 7-day yield.

 

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 as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percentage of net assets.

 

See Notes to Financial Statements.

 

 

Annual Report | April 30, 2024 21

 

 

Emerald Finance & Banking Innovation Fund Schedule of Investments

 

April 30, 2024

 

Shares     

Value

(Note 2)

 
COMMON STOCKS: 98.30%    
Financial Services: 97.29%
Banks: 85.44%
 4,442   Ameris Bancorp  $210,906 
 5,295   Atlantic Union Bankshares Corp.   168,222 
 31,241   Axos Financial, Inc.(a)    1,581,107 
 95,795   Banc of California, Inc.   1,311,434 
 33,233   Bancorp, Inc.(a)    994,996 
 2,315   Bank OZK   103,365 
 20,000   Blue Ridge Bankshares, Inc.(a)    50,000 
 16,270   Byline Bancorp, Inc.   352,571 
 7,371   Cadence Bank   203,956 
 22,070   Carter Bankshares Inc(a)    268,592 
 8,149   Citizens Financial Group, Inc.   277,962 
 42,886   CNB Financial Corp.   814,834 
 10,010   Coastal Financial Corp.(a)    387,187 
 105,742   Community Heritage Financial, Inc.   1,863,703 
 19,169   Community West Bancshares   329,124 
 25,356   ConnectOne Bancorp, Inc.   454,126 
 16,849   Customers Bancorp, Inc.(a)    769,494 
 12,617   East West Bancorp, Inc.   939,840 
 17,640   Esquire Financial Holdings, Inc.   830,138 
 4,530   Fifth Third Bancorp   165,164 
 85,424   Finwise Bancorp(a)    906,349 
 21,418   First BanCorp   369,460 
 938   First Citizens BancShares, Inc., Class A, Class A   1,582,181 
 20,920   First Financial Bankshares, Inc.   618,395 
 85,671   First Foundation, Inc.   469,477 
 33,746   First Internet Bancorp   1,047,813 
 4,767   First Merchants Corp.   159,313 
 9,792   Firstsun Capital Bancorp(a)    342,720 
 18,040   Five Star Bancorp   390,025 
 63,986   F.N.B. Corp.   853,573 
 4,282   Home BancShares, Inc.   101,398 
 88,804   HomeStreet, Inc.(a)    1,087,849 
 5,275   Huntington Bancshares, Inc.   71,054 
 2,841   Independent Bank Group, Inc.   105,799 
 53,343   KeyCorp   772,940 
 112,091   LINKBANCORP, Inc.   743,163 
 14,004   Live Oak Bancshares, Inc.   452,609 
 727   M&T Bank Corp.   104,972 
 53   Mechanics Bank/Walnut Creek CA   1,378,000 
 39,932   Metropolitan Bank Holding Corp.(a)    1,585,300 
 295,107   New York Community Bancorp, Inc.   782,034 
 32,033   Northeast Bancorp   1,656,747 
 9,770   OFG Bancorp   352,795 
 4,672   Origin Bancorp, Inc.   138,758 
 14,376   Pacific Premier Bancorp, Inc.   309,084 
 16,572   Pathward Financial, Inc.   834,732 
 8,482   Pinnacle Financial Partners, Inc.   650,569 
 11,196   Popular, Inc.   951,548 
 68,143   Primis Financial Corp.   662,350 
 3,676   Private Bancorp of America, Inc.(a)    125,149 
Shares     

Value

(Note 2)

 
Banks (continued)     
 4,016   Prosperity Bancshares, Inc.  $248,872 
 13,110   QCR Holdings, Inc.   720,526 
 58,688   Shore Bancshares, Inc.   607,421 
 1,820   South State Corp.   137,774 
 25,937   Summit Financial Group, Inc.   686,552 
 10,408   Synovus Financial Corp.   372,502 
 19,108   Third Coast Bancshares, Inc.(a)    371,077 
 1,163   Triumph Financial, Inc.(a)    81,829 
 28,953   Veritex Holdings, Inc.   564,004 
 5,279   Webster Financial Corp.   231,379 
 31,026   Western Alliance Bancorp   1,763,207 
 9,990   Wintrust Financial Corp   965,434 
 15,048   Zions Bancorporation   613,657 
         39,047,111 
           
Commercial Banks: 1.07%     
 32,642   First Horizon National Corp.   487,019 
           
Consumer Lending: 2.66%     
 25,126   LendingTree, Inc.(a)    1,212,832 
           
Insurance: 2.95%     
 38,646   Skyward Specialty Insurance Group, Inc.(a)    1,349,518 
           
Open End And Misc Investment Vehicles: 1.97%     
 59,403   Trinity Capital, Inc.   901,143 
           
Property And Casualty Insurance: 3.20%     
 4,028   Kinsale Capital Group, Inc.   1,463,171 
           
Real Estate: 1.01%     
Diversified REITs: 1.01%     
 28,111   DigitalBridge Group, Inc.   462,145 
           
     Total Common Stocks    
     (Cost $37,630,162)   44,922,939 
           
WARRANTS: 0.00%     
 62,749   Paysafe, Ltd., Strike Price $11.50, Expiration Date 12/31/2028   1,701 
     Total Warrants    
     (Cost $211,219)   1,701 
           
SHORT-TERM INVESTMENT: 1.45%     
 663,552   First American Government Obligations Fund, Class X 5.230% (b)    663,552 
     Total Short-Term Investment    
     (Cost $663,552)   663,552 

 

 

22www.emeraldmutualfunds.com

 

 

Emerald Finance & Banking Innovation Fund Schedule of Investments

 

April 30, 2024

 

Shares       

Value

(Note 2)

 
                       
Total Investments: 99.75%   
(Cost $38,504,933)  $45,588,192 
              
Other Assets In Excess Of Liabilities: 0.25%   114,169 
Net Assets: 100.00%  $45,702,361 

 

(a) Non-income producing security.

(b) Represents the 7-day yield.

 

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 as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percentage of net assets.

 

See Notes to Financial Statements.

  

 

Annual Report | April 30, 202423

 

 

Emerald Funds Statements of Assets and Liabilities
 

April 30, 2024

 

   Emerald Growth Fund   Emerald Insights Fund   Emerald Finance & Banking Innovation Fund 
ASSETS:            
Investments, at value  $931,855,213   $20,181,700   $45,588,192 
Receivable for investments sold   2,344,547    256,992    315,803 
Receivable for shares sold   394,086    3,931    260 
Receivable due from advisor       7,906     
Interest and dividends receivable   68,102    2,432    3,518 
Other assets   57,440    41,749    39,302 
Total Assets   934,719,388    20,494,710    45,947,075 
LIABILITIES:               
Payable for investments purchased   1,612,143    87,858     
Payable for shares redeemed   449,791    6,150    28,592 
Investment advisory fees payable   471,370        38,697 
Payable to fund accounting and administration   7,440    3,104    2,764 
Payable for distribution and service fees   196,008    6,113    52,170 
Payable for trustee fees and expenses           2,945 
Payable for transfer agency fees   24,701    8,671    16,924 
Payable for chief compliance officer fee   6,380    138    328 
Payable for principal financial officer fee   1,369    58    70 
Payable for professional fees   35,761    19,937    44,951 
Accrued expenses and other liabilities   33,955    6,735    57,273 
Total Liabilities   2,838,918    138,764    244,714 
NET ASSETS  $931,880,470   $20,355,946   $45,702,361 
NET ASSETS CONSIST OF:               
Paid-in capital (Note 5)  $654,871,761   $13,852,854   $102,025,305 
Total distributable earnings   277,008,709    6,503,092    (56,322,944)
NET ASSETS  $931,880,470   $20,355,946   $45,702,361 
INVESTMENTS, AT COST  $677,695,682   $13,086,356   $38,504,933 
PRICING OF SHARES               
Class A: (a)                
Net Asset Value, offering and redemption price per share  $22.66   $17.59   $22.25 
Net Assets  $79,553,959   $15,136,395   $19,311,674 
Shares of beneficial interest outstanding   3,511,433    860,619    868,128 
Maximum offering price per share (NAV/.9525, based on maximum sales charge of 4.75% of the offering price)  $23.79   $18.46   $23.35 
Class C: (a)                
Net Asset Value, offering and redemption price per share  $16.06   $16.03   $18.01 
Net Assets  $1,126,970   $24,687   $2,510,868 
Shares of beneficial interest outstanding   70,161    1,540    139,433 
Institutional Class:               
Net Asset Value, offering and redemption price per share  $24.67   $18.28   $23.38 
Net Assets  $773,393,551   $4,399,730   $17,781,047 
Shares of beneficial interest outstanding   31,354,846    240,699    760,536 
Investor Class:               
Net Asset Value, offering and redemption price per share  $22.43   $17.43   $20.87 
Net Assets  $77,805,990   $795,134   $6,098,772 
Shares of beneficial interest outstanding   3,468,375    45,612    292,273 

 

(a) Redemption price per share may be reduced for any applicable contingent deferred sales charge. For a description of a possible sales charge, please see the Funds' Prospectus.

 

See Notes to Financial Statements.

 

 
24 www.emeraldmutualfunds.com

 

 

Emerald Funds Statements of Operations
 

For the Year Ended April 30, 2024

 

   Emerald Growth Fund   Emerald Insights Fund   Emerald Finance & Banking Innovation Fund 
INVESTMENT INCOME:               
Dividends  $5,206,165   $88,911   $2,138,719 
Foreign taxes withheld   (9,724)       (4,967)
Total Investment Income   5,196,441    88,911    2,133,752 
                
EXPENSES:               
Investment advisory fee (Note 6)   5,614,037    129,645    611,239 
Administration fee   552,693    29,224    52,016 
Custodian fee   81,816    5,742    2,040 
Professional fees   86,931    29,094    18,295 
Transfer agent fee   176,278    41,650    97,208 
Delegated transfer agent equivalent services fees               
Class A   2,741    56    823 
Class C   584        51 
Institutional Class   1,148         
Investor Class   301        30 
Trustee fees and expenses   71,064    1,450    5,500 
Registration/filing fees   49,311    25,563    45,848 
Reports to shareholder and printing fees   55,923    9,893    12,081 
Distribution and service fees               
Class A   289,694    42,694    73,314 
Class C   37,308    257    37,133 
Institutional Class   338,736    1,174    2,777 
Investor Class   299,423    2,370    29,120 
Chief compliance officer fee   74,179    1,396    4,813 
Principal financial officer fee   15,896    299    1,030 
Other   30,168    16,596    14,494 
Total expenses before waiver   7,778,231    337,103    1,007,812 
Less fees waived/reimbursed by investment advisor (Note 6)       (115,433)    
Total Net Expenses   7,778,231    221,670    1,007,812 
NET INVESTMENT INCOME/(LOSS):   (2,581,790)   (132,759)   1,125,940 
                
REALIZED AND UNREALIZED GAIN/(LOSS)               
Net realized gain/(loss) on investments   60,335,788    1,116,280    (5,730,647)
Net realized loss on foreign currency transactions           (211)
Net change in unrealized appreciation on foreign currency transactions           130 
Net change in unrealized appreciation on investments   72,549,764    2,862,061    16,784,369 
NET REALIZED AND UNREALIZED GAIN   132,885,552    3,978,341    11,053,641 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $130,303,762   $3,845,582   $12,179,581 

 

See Notes to Financial Statements.

 

 
Annual Report | April 30, 2024 25

 

 

Emerald Growth Fund Statements of Changes in Net Assets
 

 

   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
 
OPERATIONS:          
Net investment loss  $(2,581,790)  $(3,748,040)
Net realized gain on investments   60,335,788    32,622,795 
Net change in unrealized appreciation/(depreciation) on investments   72,549,764    (54,339,428)
Net increase/(decrease) in net assets resulting from operations   130,303,762    (25,464,673)
           
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 3):          
Total distributable earnings          
Class A   (5,431,723)   (8,293,933)
Class C   (411,326)   (989,129)
Institutional Class   (45,259,070)   (51,089,283)
Investor Class   (5,041,068)   (5,970,084)
Net decrease in net assets from distributions   (56,143,187)   (66,342,429)
SHARE TRANSACTIONS (NOTE 5):          
Class A          
Proceeds from sale of shares   10,591,088    9,795,173 
Issued to shareholders in reinvestment of distributions   5,032,168    7,737,114 
Cost of shares redeemed   (24,045,176)   (41,614,699)
Net decrease from share transactions   (8,421,920)   (24,082,412)
Class C          
Proceeds from sale of shares   169,827    353,979 
Issued to shareholders in reinvestment of distributions   396,863    929,042 
Cost of shares redeemed   (6,718,497)   (4,316,317)
Net decrease from share transactions   (6,151,807)   (3,033,296)
Institutional Class          
Proceeds from sale of shares   125,541,906    219,002,818 
Issued to shareholders in reinvestment of distributions   37,998,907    44,782,452 
Cost of shares redeemed   (180,410,950)   (197,494,406)
Net increase/(decrease) from share transactions   (16,870,137)   66,290,864 
Investor Class          
Proceeds from sale of shares   16,290,444    23,244,966 
Issued to shareholders in reinvestment of distributions   1,109,778    1,401,007 
Cost of shares redeemed   (19,392,745)   (20,859,900)
Net increase/(decrease) from share transactions   (1,992,523)   3,786,073 
Net increase/(decrease) in net assets  $40,724,188   $(48,845,873)
NET ASSETS:          
Beginning of year   891,156,282    940,002,155 
End of year  $931,880,470   $891,156,282 

 

 
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Emerald Growth Fund Statements of Changes in Net Assets
 

 

   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
 
Other Information:          
SHARE TRANSACTIONS:          
Class A          
Sold   493,276    458,697 
Distributions reinvested   226,757    346,800 
Redeemed   (1,113,845)   (1,983,708)
Net decrease in shares outstanding   (393,812)   (1,178,211)
Class C          
Sold   10,914    22,494 
Distributions reinvested   24,771    56,683 
Redeemed   (437,637)   (271,404)
Net decrease in shares outstanding   (401,952)   (192,227)
Institutional Class          
Sold   5,287,448    9,514,052 
Distributions reinvested   1,578,126    1,862,831 
Redeemed   (7,615,210)   (8,714,134)
Net increase/(decrease) in shares outstanding   (749,636)   2,662,749 
Investor Class          
Sold   760,002    1,090,950 
Distributions reinvested   50,538    63,337 
Redeemed   (886,697)   (986,276)
Net increase/(decrease) in shares outstanding   (76,157)   168,011 

 

See Notes to Financial Statements.

 

 
Annual Report | April 30, 2024 27

 

 

Emerald Insights Fund Statements of Changes in Net Assets
 

 

   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
 
OPERATIONS:          
Net investment loss  $(132,759)  $(133,308)
Net realized gain/(loss) on investments   1,116,280    (842,569)
Net change in unrealized appreciation/(depreciation) on investments   2,862,061    (290,999)
Net increase/(decrease) in net assets resulting from operations   3,845,582    (1,266,876)
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 3):          
Total distributable earnings          
Class A       (685,859)
Class C       (4,516)
Institutional Class       (184,623)
Investor Class       (35,572)
Net decrease in net assets from distributions       (910,570)
SHARE TRANSACTIONS (NOTE 5):          
Class A          
Proceeds from sale of shares   3,790,689    1,875,927 
Issued to shareholders in reinvestment of distributions       684,529 
Cost of shares redeemed   (1,293,562)   (6,394,550)
Net increase/(decrease) from share transactions   2,497,127    (3,834,094)
Class C          
Proceeds from sale of shares   6,110     
Issued to shareholders in reinvestment of distributions       4,152 
Cost of shares redeemed   (27,022)   (133,656)
Net decrease from share transactions   (20,912)   (129,504)
Institutional Class          
Proceeds from sale of shares   515,912    457,709 
Issued to shareholders in reinvestment of distributions       184,623 
Cost of shares redeemed   (725,823)   (956,803)
Net decrease from share transactions   (209,911)   (314,471)
Investor Class          
Proceeds from sale of shares   263,368    362,065 
Issued to shareholders in reinvestment of distributions       29,579 
Cost of shares redeemed   (488,180)   (198,230)
Net increase/(decrease) from share transactions   (224,812)   193,414 
Net increase/(decrease) in net assets  $5,887,074   $(6,262,101)
NET ASSETS:          
Beginning of year   14,468,872    20,730,973 
End of year  $20,355,946   $14,468,872 

 

 
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Emerald Insights Fund Statements of Changes in Net Assets
 

 

   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
 
Other Information:          
SHARE TRANSACTIONS:          
Class A          
Sold   231,486    139,478 
Distributions reinvested       46,982 
Redeemed   (82,487)   (498,073)
Net increase/(decrease) in shares outstanding   148,999    (311,613)
Class C          
Sold   390     
Distributions reinvested       309 
Redeemed   (1,792)   (10,625)
Net decrease in shares outstanding   (1,402)   (10,316)
Institutional Class          
Sold   30,430    32,828 
Distributions reinvested       12,259 
Redeemed   (42,179)   (70,080)
Net decrease in shares outstanding   (11,749)   (24,993)
Investor Class          
Sold   16,743    26,027 
Distributions reinvested       2,047 
Redeemed   (30,537)   (14,434)
Net increase/(decrease) in shares outstanding   (13,794)   13,640 

 

See Notes to Financial Statements.

 

 
Annual Report | April 30, 2024 29

 

 

Emerald Finance
& Banking Innovation Fund
Statements of Changes in Net Assets
 

 

   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
 
OPERATIONS:          
Net investment income  $1,125,940   $243,865 
Net realized loss on investments   (5,730,647)   (34,886,718)
Net realized loss on foreign currency transactions   (211)   (21,891)
Net change in unrealized appreciation/(depreciation) on investments   16,784,369    (23,621,839)
Net change in unrealized appreciation on foreign currency transactions   130    2,248 
Net increase/(decrease) in net assets resulting from operations   12,179,581    (58,284,335)
SHARE TRANSACTIONS (NOTE 5):          
Class A          
Proceeds from sale of shares   2,024,505    2,834,208 
Cost of shares redeemed   (6,462,265)   (9,461,963)
Net decrease from share transactions   (4,437,760)   (6,627,755)
Class C          
Proceeds from sale of shares   109,038    237,474 
Cost of shares redeemed   (2,856,316)   (3,703,976)
Net decrease from share transactions   (2,747,278)   (3,466,502)
Institutional Class          
Proceeds from sale of shares   3,254,772    17,557,423 
Cost of shares redeemed   (21,815,677)   (43,969,428)
Net decrease from share transactions   (18,560,905)   (26,412,005)
Investor Class          
Proceeds from sale of shares   1,322,318    1,064,123 
Cost of shares redeemed   (4,716,688)   (4,734,921)
Net decrease from share transactions   (3,394,370)   (3,670,798)
Net decrease in net assets  $(16,960,732)  $(98,461,395)
NET ASSETS:          
Beginning of year   62,663,093    161,124,488 
End of year  $45,702,361   $62,663,093 
Other Information:          
SHARE TRANSACTIONS:          
Class A          
Sold   95,796    121,543 
Redeemed   (291,908)   (415,487)
Net decrease in shares outstanding   (196,112)   (293,944)
Class C          
Sold   6,646    12,833 
Redeemed   (163,254)   (197,085)
Net decrease in shares outstanding   (156,608)   (184,252)
Institutional Class          
Sold   146,170    698,082 
Redeemed   (917,569)   (1,748,556)
Net decrease in shares outstanding   (771,399)   (1,050,474)
Investor Class          
Sold   60,407    50,419 
Redeemed   (230,303)   (217,049)
Net decrease in shares outstanding   (169,896)   (166,630)

 

See Notes to Financial Statements.

 

 
30 www.emeraldmutualfunds.com

 

 

Emerald Growth Fund Financial Highlights
 

For a share outstanding throughout the years presented

 

   CLASS A 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $21.00   $23.23   $36.29   $23.06   $26.00 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment loss(a)    (0.11)   (0.12)   (0.12)   (0.22)   (0.16)
Net realized and unrealized gain/(loss) on investments   3.22    (0.33)   (7.38)   16.30    (2.40)
Total from Investment Operations   3.11    (0.45)   (7.50)   16.08    (2.56)
                          
LESS DISTRIBUTIONS:                         
From capital gains   (1.45)   (1.78)   (5.56)   (2.85)   (0.38)
Total Distributions   (1.45)   (1.78)   (5.56)   (2.85)   (0.38)
NET INCREASE/(DECREASE) IN NET ASSET VALUE   1.66    (2.23)   (13.06)   13.23    (2.94)
NET ASSET VALUE, END OF PERIOD  $22.66   $21.00   $23.23   $36.29   $23.06 
                          
TOTAL RETURN(b)    15.07%   (2.39)%   (23.19)%   70.77%   (10.00)%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $79,554   $82,009   $118,082   $168,322   $134,755 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment loss   (0.53)%   (0.55)%   (0.39)%   (0.72)%   (0.64)%
Operating expenses excluding reimbursement/waiver   1.10%   1.13%   1.03%   1.01%   1.02%
Operating expenses including reimbursement/waiver   1.10%   1.13%   1.03%   1.01%   1.02%
PORTFOLIO TURNOVER RATE   51%   62%   38%   66%   48%

 

(a) Per share amounts are based upon average shares outstanding.

(b) Total return does not reflect the effect of sales charges.

 

See Notes to Financial Statements.

 

 
Annual Report | April 30, 2024 31

 

 

Emerald Growth Fund Financial Highlights
 

For a share outstanding throughout the years presented

 

   CLASS C 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $15.37   $17.56   $29.09   $18.97   $21.59 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment loss(a)    (0.18)   (0.19)   (0.26)   (0.35)   (0.27)
Net realized and unrealized gain/(loss) on investments   2.32    (0.22)   (5.71)   13.32    (1.97)
Total from Investment Operations   2.14    (0.41)   (5.97)   12.97    (2.24)
                          
LESS DISTRIBUTIONS:                         
From capital gains   (1.45)   (1.78)   (5.56)   (2.85)   (0.38)
Total Distributions   (1.45)   (1.78)   (5.56)   (2.85)   (0.38)
NET INCREASE/(DECREASE) IN NET ASSET VALUE   0.69    (2.19)   (11.53)   10.12    (2.62)
NET ASSET VALUE, END OF PERIOD  $16.06   $15.37   $17.56   $29.09   $18.97 
                          
TOTAL RETURN(b)    14.23%   (3.00)%   (23.71)%   69.60%   (10.57)%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $1,127   $7,255   $11,668   $22,447   $17,434 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment loss   (1.14)%   (1.19)%   (1.02)%   (1.37)%   (1.29)%
Operating expenses excluding reimbursement/waiver   1.76%   1.78%   1.68%   1.66%   1.68%
Operating expenses including reimbursement/waiver   1.76%   1.78%   1.68%   1.66%   1.68%
PORTFOLIO TURNOVER RATE   51%   62%   38%   66%   48%

 

(a) Per share amounts are based upon average shares outstanding.
(b) Total return does not reflect the effect of sales charges.

 

See Notes to Financial Statements.

 

 
32 www.emeraldmutualfunds.com

 

 

Emerald Growth Fund Financial Highlights
 

For a share outstanding throughout the years presented

 

   INSTITUTIONAL CLASS 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $22.68   $24.88   $38.32   $24.18   $27.16 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment loss(a)    (0.05)   (0.06)   (0.02)   (0.13)   (0.08)
Net realized and unrealized gain/(loss) on investments   3.49    (0.36)   (7.86)   17.12    (2.52)
Total from Investment Operations   3.44    (0.42)   (7.88)   16.99    (2.60)
                          
LESS DISTRIBUTIONS:                         
From capital gains   (1.45)   (1.78)   (5.56)   (2.85)   (0.38)
Total Distributions   (1.45)   (1.78)   (5.56)   (2.85)   (0.38)
NET INCREASE/(DECREASE) IN NET ASSET VALUE   1.99    (2.20)   (13.44)   14.14    (2.98)
NET ASSET VALUE, END OF PERIOD  $24.67   $22.68   $24.88   $38.32   $24.18 
                          
TOTAL RETURN   15.42%   (2.10)%   (22.94)%   71.27%   (9.72)%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $773,394   $728,115   $732,429   $1,375,765   $863,360 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment income/(loss)   (0.22)%   (0.24)%   0.06%   (0.41)%   (0.32)%
Operating expenses excluding reimbursement/waiver   0.79%   0.82%   0.72%   0.70%   0.70%
Operating expenses including reimbursement/waiver   0.79%   0.82%   0.72%   0.70%   0.70%
PORTFOLIO TURNOVER RATE   51%   62%   38%   66%   48%

 

(a) Per share amounts are based upon average shares outstanding.

 

See Notes to Financial Statements.

 

 
Annual Report | April 30, 2024 33

 

 

Emerald Growth Fund Financial Highlights
 

For a share outstanding throughout the years presented

 

   INVESTOR CLASS 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $20.81   $23.05   $36.07   $22.94   $25.88 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment loss(a)    (0.12)   (0.12)   (0.14)   (0.23)   (0.17)
Net realized and unrealized gain/(loss) on investments   3.19    (0.34)   (7.32)   16.21    (2.39)
Total from Investment Operations   3.07    (0.46)   (7.46)   15.98    (2.56)
                          
LESS DISTRIBUTIONS:                         
From capital gains   (1.45)   (1.78)   (5.56)   (2.85)   (0.38)
Total Distributions   (1.45)   (1.78)   (5.56)   (2.85)   (0.38)
NET INCREASE/(DECREASE) IN NET ASSET VALUE   1.62    (2.24)   (13.02)   13.13    (2.94)
NET ASSET VALUE, END OF PERIOD  $22.43   $20.81   $23.05   $36.07   $22.94 
                          
TOTAL RETURN   15.01%   (2.44)%   (23.22)%   70.71%   (10.05)%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $77,806   $73,777   $77,823   $103,326   $80,740 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment loss   (0.57)%   (0.59)%   (0.44)%   (0.75)%   (0.68)%
Operating expenses excluding reimbursement/waiver   1.14%   1.17%   1.07%   1.05%   1.06%
Operating expenses including reimbursement/waiver   1.14%   1.17%   1.07%   1.05%   1.06%
PORTFOLIO TURNOVER RATE   51%   62%   38%   66%   48%

 

(a) Per share amounts are based upon average shares outstanding.

 

See Notes to Financial Statements.

 

 
34 www.emeraldmutualfunds.com

 

 

Emerald Insights Fund Financial Highlights
 

For a share outstanding throughout the years presented

 

   CLASS A 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $13.98   $15.16   $20.18   $12.13   $11.51 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment loss(a)    (0.14)   (0.11)   (0.18)   (0.14)   (0.10)
Net realized and unrealized gain/(loss) on investments   3.75    (0.42)   (1.98)   9.80    0.72 
Total from Investment Operations   3.61    (0.53)   (2.16)   9.66    0.62 
                          
LESS DISTRIBUTIONS:                         
From capital gains       (0.65)   (2.86)   (1.61)   0.00(b) 
Total Distributions       (0.65)   (2.86)   (1.61)    
NET INCREASE/(DECREASE) IN NET ASSET VALUE   3.61    (1.18)   (5.02)   8.05    0.62 
NET ASSET VALUE, END OF PERIOD  $17.59   $13.98   $15.16   $20.18   $12.13 
                          
TOTAL RETURN(c)    25.82%   (3.68%)   (12.78%)   82.17%   5.43%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $15,136   $9,950   $15,516   $17,618   $10,174 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment loss   (0.84%)   (0.80%)   (0.92%)   (0.86%)   (0.83%)
Operating expenses excluding reimbursement/waiver   2.03%   1.94%   1.73%   1.92%   2.25%
Operating expenses including reimbursement/waiver   1.35%   1.35%   1.35%   1.35%   1.35%
PORTFOLIO TURNOVER RATE   61%   64%   70%   89%   94%

 

(a) Per share amounts are based upon average shares outstanding.
(b) Less than $(0.005) per share.
(c) Total return does not reflect the effect of sales charges.

 

See Notes to Financial Statements.

 

 
Annual Report | April 30, 2024 35

 

 

Emerald Insights Fund Financial Highlights
 

For a share outstanding throughout the years presented

 

   CLASS C 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $12.82   $14.05   $19.02   $11.57   $11.04 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment loss(a)    (0.22)   (0.18)   (0.28)   (0.24)   (0.16)
Net realized and unrealized gain/(loss) on investments   3.43    (0.40)   (1.83)   9.30    0.69 
Total from Investment Operations   3.21    (0.58)   (2.11)   9.06    0.53 
                          
LESS DISTRIBUTIONS:                         
From capital gains       (0.65)   (2.86)   (1.61)   0.00(b) 
Total Distributions       (0.65)   (2.86)   (1.61)    
NET INCREASE/(DECREASE) IN NET ASSET VALUE   3.21    (1.23)   (4.97)   7.45    0.53 
NET ASSET VALUE, END OF PERIOD  $16.03   $12.82   $14.05   $19.02   $11.57 
                          
TOTAL RETURN(c)    25.04%   (4.33%)   (13.32%)   80.92%   4.84%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $25   $38   $186   $246   $138 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment loss   (1.51%)   (1.42%)   (1.58%)   (1.51%)   (1.48%)
Operating expenses excluding reimbursement/waiver   2.72%   2.55%   2.38%   2.57%   2.90%
Operating expenses including reimbursement/waiver   2.00%   2.00%   2.00%   2.00%   2.00%
PORTFOLIO TURNOVER RATE   61%   64%   70%   89%   94%

 

(a) Per share amounts are based upon average shares outstanding.
(b) Less than $(0.005) per share.
(c) Total return does not reflect the effect of sales charges.

 

See Notes to Financial Statements.

 

 
36 www.emeraldmutualfunds.com

 

 

Emerald Insights Fund Financial Highlights
 

For a share outstanding throughout the years presented

 

   INSTITUTIONAL CLASS 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $14.49   $15.64   $20.67   $12.37   $11.69 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment loss(a)    (0.09)   (0.07)   (0.12)   (0.10)   (0.06)
Net realized and unrealized gain/(loss) on investments   3.88    (0.43)   (2.05)   10.01    0.74 
Total from Investment Operations   3.79    (0.50)   (2.17)   9.91    0.68 
                          
LESS DISTRIBUTIONS:                         
From capital gains       (0.65)   (2.86)   (1.61)   0.00(b) 
Total Distributions       (0.65)   (2.86)   (1.61)    
NET INCREASE/(DECREASE) IN NET ASSET VALUE   3.79    (1.15)   (5.03)   8.30    0.68 
NET ASSET VALUE, END OF PERIOD  $18.28   $14.49   $15.64   $20.67   $12.37 
                          
TOTAL RETURN   26.16%   (3.40%)   (12.51%)   82.62%   5.85%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $4,400   $3,657   $4,340   $3,658   $1,462 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment loss   (0.53%)   (0.51%)   (0.62%)   (0.57%)   (0.53%)
Operating expenses excluding reimbursement/waiver   1.71%   1.65%   1.42%   1.60%   1.93%
Operating expenses including reimbursement/waiver   1.05%   1.05%   1.05%   1.05%   1.05%
PORTFOLIO TURNOVER RATE   61%   64%   70%   89%   94%

 

(a) Per share amounts are based upon average shares outstanding.
(b) Less than $(0.005) per share.

 

See Notes to Financial Statements.

 

 
Annual Report | April 30, 2024 37

 

 

Emerald Insights Fund Financial Highlights
 

For a share outstanding throughout the years presented

 

   INVESTOR CLASS 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $13.87   $15.05   $20.06   $12.07   $11.45 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment loss(a)    (0.14)   (0.12)   (0.18)   (0.15)   (0.09)
Net realized and unrealized gain/(loss) on investments   3.70    (0.41)   (1.97)   9.75    0.71 
Total from Investment Operations   3.56    (0.53)   (2.15)   9.60    0.62 
                          
LESS DISTRIBUTIONS:                         
From capital gains       (0.65)   (2.86)   (1.61)   0.00(b) 
Total Distributions       (0.65)   (2.86)   (1.61)    
NET INCREASE/(DECREASE) IN NET ASSET VALUE   3.56    (1.18)   (5.01)   7.99    0.62 
NET ASSET VALUE, END OF PERIOD  $17.43   $13.87   $15.05   $20.06   $12.07 
                          
TOTAL RETURN   25.67%   (3.75%)   (12.80%)   82.08%   5.45%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $795   $824   $689   $638   $274 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment loss   (0.89%)   (0.87%)   (0.97%)   (0.91%)   (0.82%)
Operating expenses excluding reimbursement/waiver   1.95%   1.97%   1.71%   1.86%   2.17%
Operating expenses including reimbursement/waiver   1.40%   1.40%   1.40%   1.40%   1.40%
PORTFOLIO TURNOVER RATE   61%   64%   70%   89%   94%

 

(a) Per share amounts are based upon average shares outstanding.
(b) Less than $(0.005) per share.

 

See Notes to Financial Statements.

 

 
38 www.emeraldmutualfunds.com

 

 

Emerald Finance
& Banking Innovation Fund
Financial Highlights
 

For a share outstanding throughout the years presented

 

   CLASS A 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $18.75   $31.99   $51.56   $22.89   $32.71 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment income/(loss)(a)    0.35    0.13    0.84    0.06    (0.03)
Net realized and unrealized gain/(loss) on investments   3.15    (13.37)   (14.81)   28.61    (9.79)
Total from Investment Operations   3.50    (13.24)   (13.97)   28.67    (9.82)
                          
LESS DISTRIBUTIONS:                         
From investment income           (3.37)        
From capital gains           (1.37)        
Tax return of capital           (0.86)        
Total Distributions           (5.60)        
NET INCREASE/(DECREASE) IN NET ASSET VALUE   3.50    (13.24)   (19.57)   28.67    (9.82)
NET ASSET VALUE, END OF PERIOD  $22.25   $18.75   $31.99   $51.56   $22.89 
                          
TOTAL RETURN(b)    18.67%   (41.40)%   (30.58)%   125.21%   (30.02)%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $19,312   $19,949   $43,448   $68,778   $37,933 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment income/(loss)   1.65%   0.52%   1.70%   0.18%   (0.10)%
Operating expenses excluding reimbursement/waiver   1.77%   1.82%   1.78%   1.53%   1.48%
Operating expenses including reimbursement/waiver   1.77%   1.82%   1.48%   1.53%   1.48%
PORTFOLIO TURNOVER RATE   56%   88%   94%   171%   46%

 

(a) Per share amounts are based upon average shares outstanding.
(b) Total return does not reflect the effect of sales charges.

 

See Notes to Financial Statements.

 

 
Annual Report | April 30, 2024 39

 

 

Emerald Finance
& Banking Innovation Fund
Financial Highlights
 

For a share outstanding throughout the years presented

 

   CLASS C 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $15.27   $26.23   $43.35   $19.38   $27.87 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment income/(loss)(a)    0.21    (0.05)   0.40    (0.11)   (0.20)
Net realized and unrealized gain/(loss) on investments   2.53    (10.91)   (12.11)   24.08    (8.29)
Total from Investment Operations   2.74    (10.96)   (11.71)   23.97    (8.49)
                          
LESS DISTRIBUTIONS:                         
From investment income           (3.27)        
From capital gains           (1.37)        
Tax return of capital           (0.77)        
Total Distributions           (5.41)        
NET INCREASE/(DECREASE) IN NET ASSET VALUE   2.74    (10.96)   (17.12)   23.97    (8.49)
NET ASSET VALUE, END OF PERIOD  $18.01   $15.27   $26.23   $43.35   $19.38 
                          
TOTAL RETURN(b)    17.94%   (41.77)%   (31.05)%   123.68%   (30.46)%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $2,511   $4,521   $12,600   $22,447   $16,804 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment income/(loss)   1.25%   (0.27)%   0.98%   (0.40)%   (0.73)%
Operating expenses excluding reimbursement/waiver   2.43%   2.46%   2.43%   2.18%   2.13%
Operating expenses including reimbursement/waiver   2.43%   2.46%   2.13%   2.18%   2.13%
PORTFOLIO TURNOVER RATE   56%   88%   94%   171%   46%

 

(a) Per share amounts are based upon average shares outstanding.
(b) Total return does not reflect the effect of sales charges.

 

See Notes to Financial Statements.

 

 
40 www.emeraldmutualfunds.com

 

 

Emerald Finance
& Banking Innovation Fund
Financial Highlights
 

For a share outstanding throughout the years presented

 

   INSTITUTIONAL CLASS 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $19.62   $33.38   $53.48   $23.67   $33.70 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment income(a)    0.47    0.17    1.00    0.14    0.09 
Net realized and unrealized gain/(loss) on investments   3.29    (13.93)   (15.39)   29.67    (10.12)
Total from Investment Operations   3.76    (13.76)   (14.39)   29.81    (10.03)
                          
LESS DISTRIBUTIONS:                         
From investment income           (3.53)        
From capital gains           (1.37)        
Tax return of capital           (0.81)        
Total Distributions           (5.71)        
NET INCREASE/(DECREASE) IN NET ASSET VALUE   3.76    (13.76)   (20.10)   29.81    (10.03)
NET ASSET VALUE, END OF PERIOD  $23.38   $19.62   $33.38   $53.48   $23.67 
                          
TOTAL RETURN   19.16%   (41.21)%   (30.32)%   125.94%   (29.76)%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $17,781   $30,063   $86,196   $134,767   $67,358 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment income   2.09%   0.68%   1.95%   0.39%   0.28%
Operating expenses excluding reimbursement/waiver   1.43%   1.48%   1.44%   1.18%   1.13%
Operating expenses including reimbursement/waiver   1.43%   1.48%   1.13%   1.18%   1.13%
PORTFOLIO TURNOVER RATE   56%   88%   94%   171%   46%

 

(a) Per share amounts are based upon average shares outstanding.

 

See Notes to Financial Statements.

 

 
Annual Report | April 30, 2024 41

 

 

Emerald Finance
& Banking Innovation Fund
Financial Highlights
 

For a share outstanding throughout the years presented

 

   INVESTOR CLASS 
   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
NET ASSET VALUE, BEGINNING OF PERIOD  $17.59   $30.03   $48.76   $21.66   $30.96 
INCOME/(LOSS) FROM OPERATIONS:                         
Net investment income/(loss)(a)    0.34    0.10    0.73    0.03    (0.04)
Net realized and unrealized gain/(loss) on investments   2.94    (12.54)   (13.85)   27.07    (9.26)
Total from Investment Operations   3.28    (12.44)   (13.12)   27.10    (9.30)
                          
LESS DISTRIBUTIONS:                         
From investment income           (3.10)        
From capital gains           (1.37)        
Tax return of capital           (1.14)        
Total Distributions           (5.61)        
NET INCREASE/(DECREASE) IN NET ASSET VALUE   3.28    (12.44)   (18.73)   27.10    (9.30)
NET ASSET VALUE, END OF PERIOD  $20.87   $17.59   $30.03   $48.76   $21.66 
                          
TOTAL RETURN   18.65%   (41.43)%   (30.60)%   125.07%   (30.04)%
RATIOS/SUPPLEMENTAL DATA:                         
Net Assets, End of Period (000s)  $6,099   $8,129   $18,881   $31,147   $15,472 
RATIOS TO AVERAGE NET ASSETS:                         
Net Investment income/(loss)   1.71%   0.47%   1.53%   0.11%   (0.12)%
Operating expenses excluding reimbursement/waiver   1.80%   1.86%   1.81%   1.56%   1.51%
Operating expenses including reimbursement/waiver   1.80%   1.86%   1.51%   1.56%   1.51%
PORTFOLIO TURNOVER RATE   56%   88%   94%   171%   46%

  

(a) Per share amounts are based upon average shares outstanding.

 

See Notes to Financial Statements.

 

 
42 www.emeraldmutualfunds.com

 

 

Emerald Funds Notes to Financial Statements

 

April 30, 2024

 

1. ORGANIZATION

 

Financial Investors 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 consists of multiple separate portfolios or series. This annual report describes the Emerald Growth Fund, Emerald Insights Fund, and Emerald Finance & Banking Innovation Fund (formerly known as "Emerald Banking and Finance Fund") (each a “Fund” and collectively, the “Funds”).

 

The Emerald Growth Fund and Emerald Insights Fund seek to achieve long-term growth through capital appreciation. The Emerald Finance & Banking Innovation Fund seeks to achieve long-term growth through capital appreciation with income as a secondary objective.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the period. Actual results could differ from those estimates. The Funds are considered an investment company for financial reporting purposes under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946 "Financial Services - Investment Companies". The following is a summary of significant accounting policies consistently followed by the Funds in preparation of their financial statements.

 

Investment Valuation: The Funds generally value their securities based on market prices determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally, 4:00 p.m. Eastern Time, on each business day the NYSE is open for trading.

 

For equity securities and mutual funds that are traded on an exchange, the market price is usually the closing sale or official closing price on that exchange. In the case of equity securities not traded on an exchange, or if such closing prices are not otherwise available, the securities are valued at the mean of the most recent bid and ask prices on such day. Redeemable securities issued by open-end registered investment companies are valued at the investment company’s applicable net asset value, with the exception of exchange-traded open-end investment companies, which are priced as equity securities.

 

The market price for debt obligations is generally the price supplied by an independent third-party pricing service, which may use a matrix, formula or other objective method that takes into consideration quotations from dealers, market transactions in comparable investments, market indices and yield curves. If vendors are unable to supply a price, or if the price supplied is deemed to be unreliable, the market price may be determined using quotations received from one or more brokers–dealers that make a market in the security.

 

Equity securities that are primarily traded on foreign securities exchanges are valued at the preceding closing values of such securities on their respective exchanges, except when an occurrence subsequent to the time a value was so established is likely to have changed such value. In such an event, the fair values of those securities are determined in good faith through consideration of other factors in accordance with procedures established by the valuation designee under the general supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”).

 

When such prices or quotations are not available, or when Emerald Mutual Fund Advisers Trust (the “Adviser”) believes that they are unreliable, securities may be priced using fair value procedures established by the Adviser pursuant to Rule 2a-5 under the 1940 Act and approved by and subject to the oversight of the Board.

 

Fair Value Measurements: Pursuant to Rule 2a-5 under the Investment Company Act of 1940, the Board has appointed the Adviser to serve as the Valuation Designee to perform fair value determinations for investments in the Funds. When such prices or quotations are not available, or when the Valuation Designee believes that they are unreliable, securities may be priced using fair value procedures approved by the Board. The fair valuation policies and procedures (“FV Procedures”) have been adopted by the Board for the fair valuation of portfolio assets held by the Funds in the event that (1) market quotations for the current price of a portfolio security or asset are not readily available, or (2) available market quotations that would otherwise be used to value a portfolio security or asset in accordance with the Fund’ Pricing Procedures appear to be unreliable or not indicative of fair value. The Pricing Procedures reflect certain pricing methodologies (or “logics”) that are not “readily available market quotations” and thus are viewed and treated as fair valuations. The Valuation Designee routinely meets to discuss fair valuations of portfolio securities and other instruments held by the Funds.

 

Each Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. 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

 

 

Annual Report | April 30, 2024 43

 

 

Emerald Funds Notes to Financial Statements

 

April 30, 2024

 

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 investments, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date;

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

Level 3 – Significant unobservable prices or inputs (including the Funds’ 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 is a summary of each input used to value the Funds as of April 30, 2024:

 

Investments in Securities at Value(a)   Level 1 -
Quoted Prices
   Level 2 -
Other Significant
Observable Inputs
   Level 3 -
Significant
Unobservable
Inputs
   Total 
Emerald Growth Fund                    
Common Stocks  $919,247,721   $         –   $           –   $919,247,721 
Short-Term Investment   12,607,492            12,607,492 
TOTAL  $931,855,213   $   $   $931,855,213 
                 
Investments in Securities at Value(a)   Level 1 -
Quoted Prices
   Level 2 -
Other Significant
Observable Inputs
   Level 3 -
Significant
Unobservable
Inputs
   Total 
Emerald Insights Fund                    
Common Stocks  $19,971,054   $         –   $          –   $19,971,054 
Short-Term Investment   210,646            210,646 
TOTAL  $20,181,700   $   $   $20,181,700 
                 
Investments in Securities at Value(a)   Level 1 -
Quoted Prices
   Level 2 -
Other Significant
Observable Inputs
   Level 3 -
Significant
Unobservable
Inputs
   Total 
Emerald Finance & Banking Innovation Fund                    
Common Stocks  $43,544,939   $1,378,000   $       –   $44,922,939 
Short-Term Investment   663,552            663,552 
Warrants   1,701            1,701 
TOTAL  $44,210,192   $1,378,000   $   $45,588,192 

 

(a) For detailed descriptions of sector and industry, see the accompanying Schedule of Investments.

 

For the year ended April 30, 2024, the Funds did not have any securities that used significant unobservable inputs (Level 3) in determining fair value. There were no transfers in/out of Level 3 securities during the year ended April 30, 2024.

 

Investment Transactions and Investment Income: Investment transactions are accounted for on the date the investments are purchased or sold (trade date). Realized gains and losses from investment transactions are reported on an identified cost basis, which is the same basis the Funds use for federal income tax purposes. Interest income, which includes accretion of discounts and amortization of premiums, is accrued and recorded as earned. Dividend income is recognized on the ex-dividend date or for certain foreign securities, as soon as information is available to the Funds. Foreign dividend income may be subject to foreign withholding taxes (a portion of which may be reclaimable). Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and regulations. All of the realized and unrealized gains and losses and net investment income, are allocated daily to each class in proportion to its average daily net assets.

 

 

44 www.emeraldmutualfunds.com

 

 

Emerald Funds Notes to Financial Statements

 

April 30, 2024

 

Real Estate Investment Trusts (“REITs”): The Funds may invest a portion of their assets in REITs and are subject to certain risks associated with direct investment in REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. REITs depend generally on their ability to generate cash flow to make distributions to shareowners, and certain REITs have self-liquidation provisions by which mortgages held may be paid in full and distributions of capital returns may be made at any time. In addition, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended (the “Code”), or its failure to maintain exemption from registration under the 1940 Act. A Fund’s investments in REITs may result in such Fund’s receipt of cash in excess of the REITs’ earnings. If the Fund receives such distributions all or a portion of these distributions will constitute a return of capital to such Fund. Receiving a return of capital distribution from REITs will reduce the amount of income available to be distributed to Fund shareholders. Income from REITs generally will not be eligible for treatment as qualified dividend income. As the final character of the distributions is not known until reported by the REITs on their 1099s, the Funds utilize an average of the prior year’s reallocation information as an estimate for the current year character of distributions.

 

Trust Expenses: Some expenses of the Trust can be directly attributed to the Funds. Expenses which cannot be directly attributed to the Funds are apportioned among all funds in the Trust based on average net assets of each fund.

 

Fund and Class Expenses: Expenses that are specific to a Fund or class of shares of a Fund, including distribution fees (Rule 12b-1 fees) and shareholder servicing fees, are charged directly to that Fund or share class. All expenses of a Fund, other than class specific expenses, are allocated daily to each class in proportion to its average daily net assets. Expenses that are common to the Funds generally are allocated among the Funds in proportion to their average daily net assets.

 

Federal Income Taxes: Each Fund complies with the requirements under Subchapter M of the Code, applicable to regulated investment companies and intends to distribute substantially all of its net taxable income and net capital gains, if any, each year so that the Funds will not be subject to excise tax on undistributed income and gains. The Funds are not subject to income taxes to the extent such distributions are made.

 

As of and during the year ended April 30, 2024, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to tax liabilities as income tax expense in the Statements of Operations. The Funds file U.S. federal, state, and local tax returns as required. The Funds’ tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

 

Distributions to Shareholders: Each Fund normally pays dividends and distributes capital gains, if any, on an annual basis. Income dividend distributions are derived from dividends and other income each Fund receives from its investments, including short-term capital gains. Long term capital gain distributions are derived from gains realized when each Fund sells a security it has owned for more than a year. Each Fund may make additional distributions and dividends at other times if the portfolio manager believes doing so may be necessary for each Fund to avoid or reduce taxes.

 

3. TAX BASIS INFORMATION

 

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily attributable to equalization and net operating losses. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period.

 

   Distributable earnings   Paid-in Capital 
Emerald Growth Fund  $(5,219,874)  $5,219,874 
Emerald Insights Fund   118,209    (118,209)
Emerald Finance & Banking Innovation Fund        

 

 

Annual Report | April 30, 2024 45

 

 

Emerald Funds Notes to Financial Statements

 

April 30, 2024

 

Tax Basis of Investments: As of April 30, 2024, the aggregate cost of investments, gross unrealized appreciation/(depreciation) and net unrealized appreciation/(depreciation) for Federal tax purposes was as follows:

 

   Gross
Appreciation
(excess of value
over tax cost)
   Gross
Depreciation
(excess of tax cost
over value)
   Net
Appreciation/(Depreciation)
of Foreign Currency and
Derivatives
   Net Unrealized
Appreciation/(Depreciation)
   Cost of
Investments for
Income Tax
Purposes
 
Emerald Growth Fund  $281,820,339   $(45,846,317)  $   $235,974,022   $695,881,190 
Emerald Insights Fund   7,322,730    (442,408)       6,880,322    13,301,378 
Emerald Finance & Banking Innovation Fund   9,513,366    (2,706,055)   2,376    6,809,687    38,780,881 

 

The differences between book-basis and tax-basis are primarily due to the deferral of losses from wash sales and passive foreign investment companies (PFICs).

 

Components of Distributable Earnings: As of April 30, 2024, components of distributable earnings were as follows:

 

   Emerald Growth
Fund
   Emerald Insights
Fund
   Emerald Finance
& Banking
Innovation Fund
 
Undistributed ordinary income  $10,498,084   $   $1,103,827 
Accumulated capital gains   30,536,601    (320,503)   (64,236,458)
Net unrealized appreciation on investments   235,974,022    6,880,322    6,809,687 
Other cumulative effect of timing differences       (56,727)    
Total  $277,008,707   $6,503,092   $(56,322,944)

 

Tax Basis of Distributions to Shareholders: The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain were recorded by each Fund.

 

The tax character of distributions paid for the year ended April 30, 2024 were as follows:

 

   Ordinary Income   Long-Term Capital Gain   Return of Capital 
Emerald Growth Fund  $        –   $56,143,187   $ 
Emerald Insights Fund            
Emerald Finance & Banking Innovation Fund            

 

The tax character of distributions paid for the year ended April 30, 2023 were as follows:

 

   Ordinary Income   Long-Term Capital Gain   Return of Capital 
Emerald Growth Fund  $       –   $66,342,430   $ 
Emerald Insights Fund       910,570     
Emerald Finance & Banking Innovation Fund            

 

Under current law, capital losses maintain their character as short-term or long-term and are carried forward to the next tax year without expiration. As of April 30, 2024, the Emerald Insights Fund elects to carry forward $320,503 in short-term capital losses to the next tax year. The Emerald Finance & Banking Innovation Fund elects to carry forward $59,418,943 in short-term capital losses and $4,817,515 in long-term capital losses to the next tax year.

 

Emerald Insights Fund elects to defer to the period ending April 30, 2025, late year ordinary losses in the amount of $56,727.

 

Emerald Insights Fund used capital loss carryovers during the year ended April 30, 2024, in the amount of $837,653.

 

 

46 www.emeraldmutualfunds.com

 

 

Emerald Funds Notes to Financial Statements

 

April 30, 2024

 

4. SECURITIES TRANSACTIONS

 

The cost of purchases and proceeds from sales of securities (excluding short-term securities) during the year ended April 30, 2024 was as follows:

 

Funds  Cost of Investments
Purchased
   Proceeds from
Investments Sold
 
Emerald Growth Fund  $460,390,759   $544,422,712 
Emerald Insights Fund   12,272,601    10,453,664 
Emerald Finance & Banking Innovation Fund   33,028,074    60,418,941 

 

5. SHARES OF BENEFICIAL INTEREST

 

The capitalization of the Trust consists of an unlimited number of shares of beneficial interest with no par value per share. Holders of the shares of the Funds of the Trust have one vote for each share held and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are transferable and redeemable at the option of the shareholder. Purchasers of the shares do not have any obligation to make payments to the Trust or its creditors (other than the purchase price for the shares) or make contributions to the Trust or its creditors solely by reason of the purchaser’s ownership of the shares. Shares have no pre-emptive rights.

 

6. MANAGEMENT AND RELATED-PARTY TRANSACTIONS

 

The Adviser, subject to the authority of the Board, is responsible for the overall management and administration of the Funds’ business affairs. The Adviser manages the investments of the Funds in accordance with the Funds’ investment objective, policies and limitations and investment guidelines established jointly by the Adviser and the Trustees. Pursuant to the Advisory Agreement, the Funds pay the Adviser fees for the services and facilities it provides payable on a monthly basis at the annual rate set forth below of the Funds’ average daily net assets. The management fee is paid on a monthly basis.

 

Emerald Growth Fund  
Average Total Net Assets Contractual Fee
Up to and including $250M 0.75%
Over $250M and including $500M 0.65%
Over $500M and including $750M 0.55%
Over $750M 0.45%
   
Emerald Insights Fund  
Average Total Net Assets Contractual Fee
Up to and including $250M 0.75%
Over $250M and including $500M 0.65%
Over $500M and including $750M 0.55%
Over $750M 0.45%
   
Emerald Finance & Banking Innovation Fund  
Average Total Net Assets Contractual Fee
Up to and including $100M 1.00%
Over $100M 0.90%

 

The Adviser has contractually agreed to limit each Fund’s total annual operating expenses (exclusive of acquired fund fees and expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses) set forth to the annual shares (as percentages of a Funds average daily net assets) in the following table for Class A, Class C, Institutional Class, and Investor Class shares. This agreement (the “Expense Agreement”) is in effect from September 1, 2023 through August 31, 2024, for all Funds. The prior Expense Agreement was in effect from September 1, 2022 through August 31, 2023 for all Funds. The Adviser will be permitted to recapture, on a class-by-class basis, expenses it has borne through the Expense Agreement to the extent that the Fund's expenses in later periods fall below the annual rates set forth in the Expense Agreement; provided, however, that such recapture payments do not cause the Fund's expense ratio (after recapture) to exceed the lesser of (i) the expense cap in effect at the time of the waiver and (ii) the expense cap in effect at the time of the recapture. Notwithstanding the foregoing, the Fund will not be obligated to pay any such deferred fees and expenses more than three years after the date on which the fees and expenses were deferred. The Adviser may not discontinue

 

 

Annual Report | April 30, 2024 47

 

 

Emerald Funds Notes to Financial Statements

 

April 30, 2024

 

this waiver, prior to August 31, 2024, without the approval by the Funds’ Board, for all Funds. Fees waived/reimbursed by the Adviser for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Emerald Growth Fund      
Class A Class C Institutional Class Investor Class
1.29% 1.94% 0.99% 1.34%
       
Emerald Insights Fund      
Class A Class C Institutional Class Investor Class
1.35% 2.00% 1.05% 1.40%
       
Emerald Finance & Banking Innovation Fund
Class A Class C Institutional Class Investor Class
1.84% 2.49% 1.54% 1.89%

 

For the year ended April 30, 2024, the fee waivers/reimbursements and recoupments of past waived fees were as follows:

 

Fund  Fees Waived/ Reimbursed By
Adviser
   Recoupment of Past Waived
Fees By Adviser
 
Emerald Insights Fund          
Class A  $82,962   $          – 
Class C   185     
Institutional Class   27,407     
Investor Class   4,879     

 

As of April 30, 2024, the balances of recoupable expenses for the Emerald Insights Fund were as follows:

 

Fund  Expires 2025   Expires 2026   Expires 2027   Total 
Emerald Insights Fund                    
Class A  $61,650   $76,343   $82,962   $220,955 
Class C   872    395    185    1,451 
Institutional Class   14,261    23,577    27,407    65,245 
Investor Class   2,587    4,394    4,879    11,860 

 

Fund Administrator Fees and Expenses: ALPS Fund Services, Inc. (“ALPS”) serves as administrator to the Funds and the Funds have agreed to pay expenses incurred in connection with their administrative activities. Pursuant to an Administration Agreement, ALPS provides operational services to the Funds including, but not limited to, fund accounting and fund administration and generally assist in the Funds’ operations. Officers of the Trust are employees of ALPS. The Funds’ administration fee is accrued on a daily basis and paid monthly. Administration fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

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

 

Transfer Agent: ALPS serves as transfer, dividend paying and shareholder servicing agent for the Funds. ALPS receives an annual minimum fee, a fee based upon the number of shareholder accounts, and is also reimbursed by the Funds for certain out-of-pocket expenses. Transfer agent fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Compliance Services: ALPS provides services that assist the Trust’s chief compliance officer in monitoring and testing the policies and procedures of the Trust in conjunction with requirements under Rule 38a-1 under the 1940 Act and receives an annual base fee. ALPS is reimbursed for certain out-of-pocket expenses by the Funds. Compliance service fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Principal Financial Officer: ALPS receives an annual fee for providing principal financial officer services to the Funds. Principal financial officer fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Distributor: ALPS Distributors, Inc. (“ADI” or the “Distributor”) (an affiliate of ALPS) acts as the distributor of the Funds’ shares pursuant to a Distribution Agreement with the Trust. Shares are sold on a continuous basis by ADI as agent for the Funds, and ADI has agreed to use its best efforts

 

 

48 www.emeraldmutualfunds.com

 

 

Emerald Funds Notes to Financial Statements

 

April 30, 2024

 

to solicit orders for the sale of Funds’ shares, although it is not obliged to sell any particular amount of shares. ADI is not entitled to any compensation for its services as Distributor. ADI is registered as a broker-dealer with the U.S. Securities and Exchange Commission.

 

Each Fund has adopted a separate Distribution and Services Plan (each a “Plan” and collectively, the “Plans”) pursuant to Rule 12b-1 of the 1940 Act. The Plans allow each Fund, as applicable, to use each Fund’s assets to pay fees in connection with the distribution and marketing of the Funds’ shares and/or the provision of shareholder services to the Funds’ shareholders. The Plan permits payment for services in connection with the administration of plans or programs that use shares of each Fund as their funding medium and for related expenses. The recipients of such payments may include other affiliates of the Adviser, broker-dealers, financial institutions, plan sponsors and administrators and other financial intermediaries through which investors may purchase shares of the Fund. The Plans permit each Fund to make total payments at an annual rate of up to 0.35%, 0.75% and 0.25% of the average daily net asset value of Class A, Class C and Investor Class, respectively. Because these fees are paid out of the Funds’ assets on an ongoing basis, over time they will increase the cost of an investment in the Funds, and Plan fees may cost an investor more than other types of sales charges.

Each Fund, has adopted a Shareholder Services Plan (a “Shareholder Services Plan”) with respect to its Class C, Institutional Class and Investor Class shares. Under the Shareholder Services Plan, a Fund is authorized to compensate certain financial intermediaries, including broker-dealers and Fund affiliates which may include the Distributor, Adviser and/or the transfer agent (the “Participating Organizations”), an aggregate fee in an amount not to exceed on an annual basis 0.25%, 0.05% and 0.15% of the average daily net asset value of Class C, Institutional Class and Investor Class, respectively, of the Funds attributable to or held in the name of the Participating Organizations pursuant to an agreement with such Participating Organizations (the “Agreement”). Each Agreement will set forth the non-distribution related shareholder services to be performed by the Participating Organizations for the benefit of a Fund’s shareholders who have elected to have such Participating Organizations service their accounts. Any amount of such payment not paid to Participating Organizations during a Fund’s fiscal year for such service activities shall be reimbursed to the Fund as soon as practicable. Shareholder Services Plan fees are included with distribution and service fees in the Statements of Operations. Fees recaptured pursuant to the Shareholder Services Plan for the year ended April 30, 2024, are included as an offset to distribution and service fees as disclosed in the Statements of Operations.

 

Trustees

The fees and expenses of the Trustees of the Board are presented in the Statements of Operations for the year ended April 30, 2024.

 

7. INDEMNIFICATIONS

 

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that may contain general indemnification clauses, which may permit indemnification to the extent permissible under applicable law. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

 

8. REGULATORY UPDATE

 

The U.S. securities and exchange commission ("SEC") adopted rule and form amendments that will change the format and content of the Funds’ annual and semi-annual reports. Certain information, including the financial statements, will not appear in the Funds’ new tailored shareholder reports but will be available online, delivered free of charge upon request, and filed on a semi-annual basis on form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, the Trust is evaluating the impact of this rule and form amendment changes.

 

9. SUBSEQUENT EVENTS

 

Subsequent events after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined there were no subsequent events to report through the issuance of these Financial Statements.

 

 

Annual Report | April 30, 2024 49

 

 

Emerald Funds Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and Board of Trustees of Financial Investors Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Emerald Funds, comprising Emerald Growth Fund, Emerald Insights Fund, and Emerald Finance & Banking Innovation Fund (the “Funds”), each a series of Financial Investors Trust, as of April 30, 2024, the related statements of operations and changes in net assets and the financial highlights for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of April 30, 2024, the results of their operations, the changes in net assets, and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Funds’ financial statements and financial highlights for the years ended April 30, 2023, and prior, were audited by other auditors whose report dated June 29, 2023, expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audit. 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 Funds 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 audit 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 audit 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 April 30, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audit 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 audit provides a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2024.

 

 

 

COHEN & COMPANY, LTD. 

Cleveland, Ohio

June 28, 2024

 

 

50 www.emeraldmutualfunds.com

 

 

Emerald Funds Additional Information

 

April 30, 2024 (Unaudited)

 

1. FUND HOLDINGS

 

The Funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Funds’ Form N-PORT reports are available on the SEC's Web site at http://www.sec.gov. The Funds’ Form N-PORT reports are also available upon request by calling (toll-free) (855) 828-9909.

 

2. FUND PROXY VOTING POLICIES, PROCEDURES AND SUMMARIES

 

Each Fund’s policies and procedures used in determining how to vote proxies and information regarding how the Funds voted proxies relating to portfolio securities during the most recent prior 12-month period ending June 30 are available without charge, (1) upon request, by calling (toll-free) (855) 828-9909 and (2) on the SEC’s website at http://www.sec.gov.

 

3. TAX INFORMATION

 

The Funds designate the following for federal income tax purposes for distributions made during the calendar year ended December 31, 2023:

 

  QDI DRD
Emerald Growth 0% 0%
Emerald Insights Fund 0% 0%
Emerald Finance and Banking Innovative Fund 0% 0%

 

In early 2024, if applicable, shareholders of record received this information for the distribution paid to them by the Funds during the calendar year 2023 via Form 1099. The Funds will notify shareholders in early 2025 of amounts paid to them by the Funds, if any, during the calendar year 2024.

 

Pursuant to Section 852(b)(3) of the Internal Revenue Code, the Emerald Growth Fund, the Emerald Insights Fund and the Emerald Finance and Banking Innovative Fund designated $56,143,187, $0 and $0 respectively, as long-term capital gain dividends.

 

4. CHANGE IN AUDITOR

 

Effective as of the close of business on March 13, 2024, Deloitte & Touche LLP (“Deloitte”) resigned as the independent registered public accounting firm for the Funds. The report of Deloitte on the Funds' financial statements as of and for the fiscal year ended April 30, 2023 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles.

 

During the Funds' most recent fiscal year, and through March 13, 2024, there were no disagreements between the Funds and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of the Funds for such year. During the Funds' fiscal year ended April 30, 2023, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

 

During each Fund's fiscal year ended April 30, 2023 and the subsequent interim period through March 13, 2024, neither the Funds, nor anyone on their behalf, consulted with Deloitte, on behalf of the Funds, regarding any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

 

On March 13, 2024, upon the recommendation of the Funds' Audit Committee, the Board of Trustees of the Funds approved the engagement of Cohen & Company, Ltd. (“Cohen”) as the independent registered public accounting firm for each Fund for the fiscal year ending April 30, 2024. The Board and its Audit Committee considered the engagement of Cohen in connection with the resignation of the Funds' former independent registered accounting firm on March 13, 2024.

 

 

Annual Report | April 30, 2024 51

 

 

Emerald Funds Liquidity Risk Management Program

 

April 30, 2024 (Unaudited)

 

The Financial Investors Trust (the “Trust”) has established a liquidity risk management program (the “Program”) to govern the Trust’s approach to managing liquidity risk for each fund in the Trust (each a “Fund”). The Program is overseen by the Liquidity Committee (the “Committee”), a committee comprised of representatives of the Trust’s investment advisers, sub-advisers, and Officers of the Trust. The Trust’s Board of Trustees (the “Board”) has approved the designation of the Committee to oversee the Program.

 

The Program’s principal objectives include supporting each Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that a Fund will be unable to meet its redemption obligations in a timely manner. The Program also includes a number of elements that support the management and assessment of liquidity risk, including a periodic assessment of factors that influence a Fund’s liquidity and the periodic classification and re-classification of the Fund’s investments into groupings that reflect the Committee’s assessment of their relative liquidity under current market conditions.

 

At a meeting of the Board held on March 12, 2024, the Trustees received a report from the Committee regarding the design and operational effectiveness of the Program during the calendar year 2023. The Committee determined, and reported to the Board, that the Program is reasonably designed to assess and manage each Fund’s liquidity risk and has operated adequately and effectively to manage each Fund’s liquidity risk since implementation.

 

The Committee reported that during the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders. Among other things, the Board noted that the Funds are not required to have a highly liquid investment minimum based on their liquidity classifications. The Board further noted that no material changes have been made to the Program since its implementation.

  

 

52 www.emeraldmutualfunds.com

 

 

Emerald Funds Disclosure Regarding Approval of Fund Advisory Agreement

 

April 30, 2024 (Unaudited)

 

On March 12, 2024, the Trustees met in person to discuss, among other things, the renewal of the Investment Advisory Agreement between Emerald Mutual Fund Advisers Trust (“Emerald”) and the Trust, with respect to the Emerald Finance & Banking Innovation Fund, the Emerald Growth Fund, and the Emerald Insights Fund (together, the “Emerald Funds”), dated October 1, 2018 (the “Emerald Investment Advisory Agreement”), in accordance with Section 15(c) of the 1940 Act. In renewing and approving the Emerald Investment Advisory Agreement, the Trustees, including the Independent Trustees, considered the following factors with respect to the Emerald Funds:

 

Investment Advisory Fee Rate: The Trustees reviewed and considered the contractual annual advisory fee paid by the Trust, on behalf of the Funds, to Emerald of 1.00% of the Emerald Finance & Banking Innovation Fund’s daily average net assets up to and including $100 million and 0.90% in excess of $100 million and, for each of the other Funds, 0.75% of the daily average net assets up to and including $250 million, 0.65% in excess of $250 million and up to and including $500 million, 0.55% in excess of $500 million and up to and including $750 million, and 0.45% in excess of $750 million, in light of the extent and quality of the advisory services provided by Emerald to the Funds.

 

The Board received and considered information including a comparison of each of the Fund’s contractual advisory fees with those of funds in the expense peer group of comparable funds provided by an independent provider of investment company data (the “Data Provider”). With respect to the Emerald Growth Fund, the Trustees noted that the contractual advisory fee rate, for each share class, was lower than the Data Provider peer group median. With respect to the Emerald Finance & Banking Innovation Fund, the Trustees noted that the contractual advisory fee rate, for each share class, was higher than the Data Provider peer group median. With respect to the Emerald Insights Fund, the Trustees noted that the contractual advisory fee rate was higher than the Data Provider peer group median for the Institutional Class, Class A and Class C share classes and lower than the Data Provider peer group median for the Investor Class.

 

Total Net Expense Ratios: The Trustees further reviewed and considered that the total net expense ratio of each class of the Emerald Finance & Banking Innovation Fund was higher than the Data Provider peer group median, the total net expense ratio of each class of the Emerald Insights Fund was higher than the Data Provider peer group median, except for the Investor Class, which was lower than the Data provider peer group median, and that the total net expense ratio of each class of the Emerald Growth Fund was lower than the Data Provider peer group median.

 

Nature, Extent, and Quality of the Services under the Investment Advisory Agreement: The Trustees received and considered information regarding the nature, extent, and quality of services provided to the Emerald Funds under the Emerald Investment Advisory Agreement. The Trustees reviewed certain background materials supplied by Emerald in its presentation, including its Form ADV.

 

The Trustees reviewed and considered Emerald’s investment advisory personnel, its history as an asset manager, and its performance and the amount of assets currently under management by Emerald and its affiliated entities. The Trustees also reviewed the research and decision-making processes utilized by Emerald, including the methods adopted to seek to achieve compliance with the investment objectives, policies, and restrictions of the Emerald Funds.

 

The Trustees considered the background and experience of Emerald’s management in connection with the Emerald Funds, including reviewing the qualifications, backgrounds, and responsibilities of the management team primarily responsible for the day-to-day portfolio management of each Emerald Fund and the extent of the resources devoted to research and analysis of actual and potential investments.

 

The Trustees also reviewed, among other things, Emerald’s Code of Ethics.

 

Performance: The Trustees reviewed performance information for the Institutional Class, Class A, Class C, and Investor Class shares of the Emerald Insights Fund, Emerald Growth Fund, and Emerald Finance & Banking Innovation Fund for the three-month, one-year, three-year, five-year, ten-year, and since inception periods, as applicable, ended December 31, 2023, including a comparison of each Fund’s performance to the performance of a group of comparable funds selected by the Data Provider.

 

The Trustees noted that each class of the Emerald Finance & Banking Innovation Fund had underperformed the Data Provider peer group median over the three-year, five-year, and ten-year period; each class had outperformed the Data Provider peer group median over the three-month and one-year periods; and for the since inception period, the Institutional Class and Investor Class had each underperformed the Data Provider peer group median, and Class A and Class C had performance equal to the Data Provider peer group median.

 

The Trustees noted that each class of the Emerald Growth Fund had outperformed the Data provider peer group median over the three-month period; for the one-year period, Class A and the Investor Class had underperformed the Data Provider peer group median, Class C had outperformed the Data Provider peer group median, and the Institutional Class had performance equal to the Data Provider peer group median; for the three-year period, Class A and the Investor Class had underperformed the Data Provider peer group median and Class C and the Institutional Class had outperformed the Data Provider peer group median; for the five-year period, Class A, the Institutional Class, and the Investor Class had underperformed the Data Provider peer group median and Class C had performance equal to the Data Provider peer group median; for the ten-year

 

 

Annual Report | April 30, 2024 53

 

 

Emerald Funds Disclosure Regarding Approval of Fund Advisory Agreement

 

April 30, 2024 (Unaudited)

 

period, Class A, the Institutional Class, and the Investor Class had underperformed the Data Provider peer group median and Class C had outperformed the Data Provider peer group median; and for the since inception period, Class A, Class C, and Investor Class had outperformed the Data Provider peer group median and the Institutional Class had underperformed the Data Provider peer group median.

 

The Trustees noted that each class of the Emerald Insights Fund had underperformed the Data Provider peer group median over the 3-month period; each class had outperformed the Data Provider peer group median over the one-year, three-year, and five-year periods; and for the since inception period, Class A, Class C and the Institutional Class had underperformed the Data Provider peer group median and the Investor Class had outperformed the Data Provider peer group median.

 

The Trustees also considered Emerald’s discussion of its reputation generally and its investment techniques, risk management controls, and decision-making processes.

 

Comparable Accounts: The Trustees noted certain information provided by Emerald regarding fees charged to its other clients utilizing a strategy similar to that employed by one or more of the Emerald Funds.

 

Profitability: The Trustees received and considered a profitability analysis prepared by Emerald based on the fees payable under the Emerald Investment Advisory Agreement.

 

Economies of Scale: The Trustees considered whether economies of scale in the provision of services to the Emerald Funds will be passed along to the shareholders under the proposed agreements.

 

Other Benefits to the Adviser: The Trustees reviewed and considered any other incidental benefits derived or to be derived by Emerald from its relationship with the Emerald Funds, including whether soft dollar arrangements were used.

 

The Trustees, including all of the Independent Trustees, concluded that:

 

With respect to the Emerald Growth Fund, the Trustees noted that the contractual advisory fee rate, for each share class, was lower than the Data Provider peer group median. With respect to the Emerald Finance & Banking Innovation Fund, the Trustees noted that the contractual advisory fee rate, for each share class, was higher than the Data Provider peer group median. With respect to the Emerald Insights Fund, the Trustees noted that the contractual advisory fee rate was higher than the Data Provider peer group median for the Institutional Class, Class A and Class C share classes and lower than the Data Provider peer group median for the Investor Class.

 

The total net expense ratio of each class of the Emerald Finance & Banking Innovation Fund and the Emerald Insights Fund was higher than the Data Provider peer group median, the total net expense ratio of each class of the Emerald Insights Fund was higher than the Data Provider peer group median, except for the Investor Class, which was lower than the Data provider peer group median, and that the total net expense ratio of each class of the Emerald Growth Fund was lower than the Data Provider peer group median.

 

The nature, extent, and quality of services rendered by Emerald under the Emerald Investment Advisory Agreement with respect to each Emerald Fund were adequate.

 

For the three-month, one-year, three-year, five-year, ten-year, and since inception periods ended December 31, 2023, in the independent analysis prepared by the Data Provider, each class of the Emerald Finance & Banking Innovation Fund had underperformed the Data Provider peer group median over the three-year, five-year, and ten-year period; each class had outperformed the Data Provider peer group median over the three-month and one-year periods; and for the since inception period, the Institutional Class and Investor Class had each underperformed the Data Provider peer group median, and Class A and Class C had performance equal to the Data Provider peer group median.

 

For the three-month, one-year, three-year, five-year, ten-year, and since inception periods ended December 31, 2023, in the independent analysis prepared by the Data Provider, each class of the Emerald Growth Fund had outperformed the Data provider peer group median over the three-month period; for the one-year period, Class A and the Investor Class had underperformed the Data Provider peer group median, Class C had outperformed the Data Provider peer group median, and the Institutional Class had performance equal to the Data Provider peer group median; for the three-year period, Class A and the Investor Class had underperformed the Data Provider peer group median and Class C and the Institutional Class had outperformed the Data Provider peer group median; for the five-year period, Class A, the Institutional Class, and the Investor Class had underperformed the Data Provider peer group median and Class C had performance equal to the Data Provider peer group median; for the ten-year period, Class A, the Institutional Class, and the Investor Class had underperformed the Data Provider peer group median and Class C had outperformed the Data Provider peer group median; and for the since inception

 

 

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Emerald Funds Disclosure Regarding Approval of Fund Advisory Agreement

 

April 30, 2024 (Unaudited)

 

period, Class A, Class C, and Investor Class had outperformed the Data Provider peer group median and the Institutional Class had underperformed the Data Provider peer group median.

 

For the three-month, one-year, three-year, five-year, and since inception periods ended December 31, 2023, in the independent analysis prepared by the Data Provider, each class of the Emerald Insights Fund had underperformed the Data Provider peer group median over the 3-month period; each class had outperformed the Data Provider peer group median over the one-year, three-year, and five-year periods; and for the since inception period, Class A, Class C and the Institutional Class had underperformed the Data Provider peer group median and the Investor Class had outperformed the Data Provider peer group median.

 

Bearing in mind the limitations of comparing different types of managed accounts and the different levels of service typically associated with such accounts, the fee structures applicable to Emerald’s other clients employing a comparable strategy to one or more of the Emerald Funds were not indicative of any unreasonableness with respect to the advisory fee payable to Emerald by the Funds.

 

The profit, if any, realized by Emerald in connection with the operation of any of the Emerald Funds is not unreasonable.

 

With respect to possible economies of scale, the Board noted the existence of advisory fee breakpoints for each Emerald Fund, which operate generally to share any economies of scale with a Fund’s shareholders by reducing a Fund’s effective advisory fees as the Fund grows in size, and that the Expense Limitation Agreement between Emerald and the Trust, on behalf of each Emerald Fund limits costs to shareholders and provides a means of sharing potential economies of scale with the each Fund’s shareholders.

 

Based on the Trustees’ deliberations and their evaluation of the information described above, the Trustees, including all of the Independent Trustees, concluded that Emerald’s compensation for investment advisory services is consistent with the best interests of each of the Emerald Funds and their shareholders.

 

 

Annual Report | April 30, 2024 55

 

 

Emerald Funds Trustees and Officers

 

April 30, 2024 (Unaudited)

 

Additional information regarding the Fund’s trustees is included in the Statement of Additional Information, which can be obtained without charge by calling 855-828-9909.

 

INDEPENDENT TRUSTEES

 

 

Name, Address* & Year of Birth Position(s) Held with Fund Term of Office** and Length of Time Served Principal Occupation(s) During Past 5 Years*** Number of Funds in Fund Complex Overseen by Trustee Other Directorships Held by Trustee During Past 5 Years***
Mary K.
Anstine,
1940
Trustee Since 1997 Ms. Anstine is Trustee/Director of AV Hunter Trust and Colorado Uplift Board. 16 Ms. Anstine is a Trustee of ALPS ETF Trust (24 funds); ALPS Variable Investment Trust (7 funds); Reaves Utility Income Fund (1 fund); and Segall Bryant & Hamill Trust through December 2020 (14 funds).
Edmund J.
Burke,
1961
Trustee Since 2009 Mr. Burke joined ALPS in 1991 and served as the President and Director of ALPS Holdings, Inc., and ALPS Advisors, Inc., and Director of ALPS Distributors, Inc., ALPS Fund Services, Inc. (“ALPS”), and ALPS Portfolio Solutions Distributor, Inc. (collectively, the “ALPS Companies”). Mr. Burke retired from the ALPS Companies in June 2019. Mr. Burke is currently a partner at ETF Action, a web-based system that provides data and analytics to registered investment advisers, (since 2020) and a Director of Blue Biofuels (since 2020) and Alliance Bioenergy Plus, Inc., a technology company focused on emerging technologies in the renewable energy, biofuels, and bioplastics technology sectors (since 2020). 16 Mr. Burke is a Trustee of ALPS ETF Trust (24 funds); Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); Clough Funds Trust (1 fund); Liberty All-Star Equity Fund (1 fund); and Director of the Liberty All-Star Growth Fund, Inc. (1 fund).
Jeremy W.
Deems,
1976
Trustee Since 2009 Mr. Deems is the Co-Founder and Chief Financial Officer of Green Alpha Advisors, LLC, a registered investment advisor, and Co-Portfolio Manager of the AXS Green Alpha ETF. 16 Mr. Deems is a Trustee of ALPS ETF Trust (24 funds); ALPS Variable Investment Trust (7 funds); Reaves Utility Income Fund (1 Fund); and Clough Funds Trust (1 fund).
Jerry G.
Rutledge,
1944
Trustee Since 2009 Mr. Rutledge is the President and owner of Rutledge’s Inc., a retail clothing business. 16 Mr. Rutledge is a Trustee of Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); and Principal Real Estate Income Fund (1 fund).

 

 

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Emerald Funds Trustees and Officers

 

April 30, 2024 (Unaudited)

 

INDEPENDENT TRUSTEES (continued)

 

 

Name, Address* & Year of Birth Position(s) Held with Fund Term of Office** and Length of Time Served Principal Occupation(s) During Past 5 Years*** Number of Funds in Fund
Complex Overseen by Trustee
Other Directorships Held by Trustee During Past 5 Years***
Michael
“Ross” Shell,
1970
Trustee and Chairman Trustee Since 2009; Chairman Since 2024 Mr. Shell is Founder of Red Idea, LLC, a strategic consulting/early stage venture firm (since June 2008). He is currently CEO of TalkBox, a phone/privacy booth company and key venture of Red Idea, LLC (since 2023) and a board member of DLVR, a package security company (since 2018). Mr. Shell serves on the Finance Committee serving the Board of Directors of Children’s Hospital of Colorado (since 2023) and served on the Advisory Board, St. Vrain School District Innovation Center (from 2015-2018). Mr. Shell graduated with honors from Stanford University with a degree in Political Science. 16 None.

 

OFFICERS

 

 

Name, Address* &
Year of Birth
Position(s)
Held
with Fund
Term of Office** and
Length of Time Served
Principal Occupation(s)
During Past 5 Years***
Lucas Foss,
1977
President Since 2022 Mr. Foss rejoined ALPS in November 2017 and is currently Senior Director and Fund Chief Compliance Officer. Prior to his current role, Mr. Foss served as the Director of Compliance at Transamerica Asset Management (2015-2017) and Deputy Chief Compliance Officer at ALPS (2012-2015). Mr. Foss is President of ALPS Series Trust and Chief Compliance Officer of Clough Global Funds; Clough Funds Trust; MVP Private Markets Funds; Bluerock Total Income + Real Estate Fund; Bluerock High Income Institutional Credit Fund; SPDR® S&P 500® ETF Trust, SPDR® Dow Jones® Industrial Average ETF Trust, SPDR® S&P MIDCAP 400® ETF Trust.
Jennell Panella,
1974
Treasurer Since 2020 Ms. Panella joined ALPS in June 2012 and is currently Fund Controller of ALPS Fund Services, Inc. Prior to joining ALPS, Ms. Panella served as Financial Reporting Manager for Parker Global Strategies, LLC (2009-2012).
Ted Uhl,
1974
Chief Compliance Officer (“CCO”) Since 2010 Mr. Uhl joined ALPS in October 2006, and is currently Deputy Compliance Officer of ALPS. Prior to his current role, Mr. Uhl served as Senior Risk Manager for ALPS from October 2006 until June 2010. Before joining ALPS, Mr. Uhl served a Sr. Analyst with Enenbach and Associates (RIA), and a Sr. Financial Analyst at Sprint. Because of his position with ALPS, Mr. Uhl is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Uhl is also CCO of Alpha Alternative Asset Fund, Centre Funds, GraniteShares ETF Trust, Reaves Utility Income Fund and XAI Octagon Floating Rate & Alternative Income Term Trust. Mr. Uhl formerly served as CCO of the Boulder Growth & Income Fund, Inc., Index Funds and Reality Shares ETF Trust.

 

 

Annual Report | April 30, 2024 57

 

 

Emerald Funds Trustees and Officers

 

April 30, 2024 (Unaudited)

 

OFFICERS (continued)

 

  

Name, Address* &
Year of Birth
Position(s)
Held
with Fund
Term of Office** and
Length of Time Served
Principal Occupation(s)
During Past 5 Years***
Sheri Zetterower,
1963
Assistant Secretary Since 2023 Ms. Zetterower rejoined ALPS in August 2022 and is currently a Senior Paralegal of ALPS Fund Services, Inc. Prior to her current role, Ms. Zetterower worked at Ultimus Fund Solutions, Inc. (November 2020 – August 2022) and ALPS Fund Services, Inc. (April 2013 – October 2020).
Benjamin
Winograd,
1993
Assistant Secretary Since 2023 Mr. Winograd joined ALPS in June 2023 and is currently Principal Legal Counsel. Prior to joining ALPS, Mr. Winograd was the Director of Enforcement at AdvisorLaw (law firm) from February 2020-August 2022. He also serves as Assistant Secretary of AVIT.

 

*All communications to Trustees and Officers may be directed to Financial Investors Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.

**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustees successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.

***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.

****The Fund Complex includes all series of the Trust, currently 16, and any other investment companies for which Emerald Mutual Fund Advisers Trust provides investment advisory services (currently none).

 

 

58www.emeraldmutualfunds.com

 

 

Emerald Funds Privacy Policy

 

 

Who We Are
Who is providing this notice? Emerald Finance & Banking Innovation Fund, Emerald Growth Fund, Emerald Insights Fund
What We Do
How do the Funds protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How do the Funds collect my personal information?

We collect your personal information, for example, when you

 

●        open an account

●        provide account information or give us your contact information

●        make a wire transfer or deposit money

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

●        sharing for affiliates’ everyday business purposes-information about your creditworthiness

●        affiliates from using your information to market to you

●        sharing for non-affiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
Non-affiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

●        The Funds do not share with non-affiliates so they can market to you.

Joint marketing

A formal agreement between non-affiliated financial companies that together market financial products or services to you.

 

●         The Funds do not jointly market.

Other Important Information
California residents If your account has a California home address, your personal information will not be disclosed to nonaffiliated third parties except as permitted by applicable California law, and we will limit sharing such personal information with our affiliates to comply with California privacy laws that apply to us.
Vermont residents The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and nonaffiliated third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or other affiliated companies unless you provide us with your written consent to share such information.

 

 

Annual Report | April 30, 2024 59

 

 

Emerald Funds Privacy Policy

 

 

FACTS WHAT DO THE FUNDS DO WITH YOUR PERSONAL INFORMATION?
WHY? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
WHAT?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

●        Social Security number and account transactions

●        Account balances and transaction history

●        Wire transfer instructions

HOW? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Funds choose to share; and whether you can limit this sharing.

 

Reasons we can share your personal information Do the funds share: Can you limit this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We do not share.
For joint marketing with other financial companies No We do not share.
For our affiliates’ everyday business purposes –
information about your transactions and experiences
Yes No
For our affiliates’ everyday business purposes –
information about your creditworthiness
No We do not share.
For non-affiliates to market to you No We do not share.

 

 

60 www.emeraldmutualfunds.com

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

Performance Review  
Seafarer Overseas Growth and Income Fund 1
Seafarer Overseas Value Fund 6
Disclosure of Fund Expenses 12
Portfolio of Investments 14
Statements of Assets and Liabilities 23
Statements of Operations 24
Statements of Changes in Net Assets 25
Financial Highlights 28
Notes to Financial Statements 36
Report of Independent Registered Public Accounting Firm 47
Additional Information 48
Approval of Fund Advisory Agreement 50
Liquidity Risk Management Program 52
Trustees and Officers 53
Privacy Policy 57

 

 

Seafarer Overseas Growth and Income Fund Performance Review
 

April 30, 2024 (Unaudited)

 

SEAFARER OVERSEAS GROWTH AND INCOME FUND

PERFORMANCE REVIEW

 

This report addresses the 2023-2024 fiscal year (May 1, 2023 to April 30, 2024) for the Seafarer Overseas Growth and Income Fund (the “Growth and Income Fund” or the “Fund”).

 

During the fiscal year, the Fund returned 6.14%, while the Fund’s benchmark indices, the Morningstar Emerging Markets Net Return USD Index and the Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index, returned 11.69% and 9.01%, respectively.1 By way of broader comparison, the S&P 500 Index increased 22.66%.

 

The Fund began the fiscal year with a net asset value (NAV) of $11.77 per share. During the ensuing twelve months, the Fund paid two distributions: $0.178 per share in June 2023 and $0.091 per share in December 2023. Those payments brought the cumulative distribution per share, as measured from the Fund’s inception to the end of the fiscal year, to $5.108.2 The Fund finished the fiscal year with a value of $12.22 per share.3

 

From the Fund’s inception (February 15, 2012) through the end of the fiscal year (April 30, 2024), the Fund generated an annualized rate of return of 5.21%.4 Over the same period, the benchmark indices, the Morningstar Emerging Markets Net Return USD Index and the Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index, rose at annualized rates of 3.20% and 3.50%, respectively.

 

* * *

 

During this fiscal year, emerging market equities overcame a number of ongoing challenges – including weak demand and strained property markets in China, the awful outbreak of war between Israel and Hamas, and elevated energy prices – to post positive returns overall. I suspect there are three main impetuses for this positive performance, despite such challenges: signals from Chairman Jay Powell that the Federal Reserve may begin to cut rates in 2024; a modest but steady recovery in corporate profits throughout much of the developing world; and a surge in technology stocks, particularly those related to artificial intelligence (AI).

 

Interestingly, only a few companies in the emerging markets have a demonstrable connection to AI – chief among them is Taiwan Semiconductor Manufacturing Company (TSMC). In my view, TSMC is a remarkable company, with formidable strengths in the fabrication of advanced semiconductors; it acts as the critical manufacturing partner for many of the companies that design leading-edge semiconductors used in large-language models (LLMs) that underpin the most recent advances in AI. TSMC was a long -term holding of the Growth and Income Fund – it was included in the Fund at its inception in 2012 and held for nearly a decade thereafter. However, the Fund exited TSMC in 2021 based on concerns about the escalating magnitude of the company’s capital expenditures; the potentially politicized motivations behind expenditures; and the resulting potential for marginal returns on marginal capital investment to decline.5 6 All the preceding prompted us to sell, even as the stock’s price climbed to what was then an all-time record valuation. In my view, the concerns we recognized in 2021 remain valid today, and are perhaps underappreciated by many investors.

 

However, in hindsight, we failed in early 2021 to appreciate the gains TSMC would enjoy from the dawn of AI, offsetting at least some (but not all) of the aforementioned challenges. For the time being at least, the company has enjoyed profit margins higher than we would have expected, and its cash flow has remained strong enough to afford its elevated capital expenditures (especially with the benefit of subsidies from various global governments keen for TSMC to establish a local manufacturing presence). We continue to watch AI-related developments in all industries and among all companies, as while TSMC is one of the chief beneficiaries of such developments at present, we anticipate that AI will reshape (and possibly shock) many companies in many industries across the next decade. The Fund’s omission of TSMC may have come at some opportunity cost at present; but the real import of AI is likely to manifest itself for a long time to come.

 

The Fund posted gains for the annual period, and positive contributors to performance include a range of holdings: Accton, a Taiwan-based maker of network equipment; XP, Inc., a Brazilian investment management firm; Novatek Microelectronics, a veteran semiconductor design firm in Taiwan; Sanlam, a

 

Annual Report – April 30, 2024 1

 

 

Seafarer Overseas Growth and Income Fund Performance Review
 

April 30, 2024 (Unaudited)

 

pan-African property, casualty, and life insurance conglomerate; Computer Age Management Services, a dominant financial services firm in India; and Emaar, one of the largest property developers in the UAE.

 

Detractors to Fund performance in this period include Samsung SDI, a South Korean battery manufacturer; UPL, an India-based agrichemical business that operates globally; Rohm, a Japan-based semiconductor company, with sales predominantly directed to South Korea, China, and Taiwan; DFI Retail, a multi- format retailer operating in Asia; and Siam Cement Group, a Thailand-based industrial conglomerate that operates in Southeast Asia.

 

The outlook for Seafarer’s largest market, China, remains uncertain. The challenges that China faces – including a heavily- indebted property sector, an opaque banking sector, and stretched local government finances – make it hard to predict how Chinese companies will fare as a group. Still, we continue to look for investment opportunities there, and one of the Fund’s longest-held securities is a media company located in Sichuan province: Xinhua Winshare. Xinhua operates a chain of bookstores and distributes textbooks and ancillary materials in Western China. This company has been in the Fund’s portfolio since 2014, when we invested based on (in our view) its transparent and clean balance sheet, healthy operating margins, impressive top-line growth, and steady dividend stream. We believe it still exhibits these attributes today, and the Fund remains invested. Xinhua is an example of how Seafarer continues to invest in China despite the challenges that exist. It is our view that there are stocks worth owning in China, and we remain committed to finding them, researching them in depth, adding them to the Fund, and holding them with a long-term investment horizon.

 

Thank you for entrusting us with your capital. We are honored to serve as your investment adviser in the emerging markets.

 

Andrew Foster

Portfolio Manager, Seafarer Overseas Growth and Income Fund

Seafarer Capital Partners, LLC

 

The Morningstar Emerging Markets Net Return USD Index measures the performance of emerging markets targeting the top 97% of stocks by market capitalization. The index does not incorporate Morningstar’s environmental, social, or governance (ESG) criteria. Index code: MEMMN. The Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index is a float market-cap-weighted equity index that covers 99% of the market capitalization of the emerging markets. Index code: EMLSN. The S&P 500 Total Return Index is a stock market index based on the market capitalizations of 500 large companies with common stock listed on the NYSE or NASDAQ. It is not possible to invest directly in an index.

 

The Fund is subject to investment risks, including possible loss of the principal amount invested and therefore is not suitable for all investors. The Fund may not achieve its objectives. Diversification does not ensure a profit or guarantee against loss.

 

As of April 30, 2024, the Fund did not own shares in Taiwan Semiconductor Manufacturing Company.

 

The views and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect Seafarer’s current views. The views expressed represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the portfolios or any securities or any sectors mentioned herein. The subject matter contained herein has been derived from several sources believed to be reliable and accurate at the time of compilation. Seafarer does not accept any liability for losses either direct or consequential caused by the use of this information.

 

Information on the Seafarer website and references to Seafarer publications are provided for textual reference only, and are not incorporated by reference into this report.

 

1.References to the “Fund” pertain to the Fund’s Institutional share class (ticker: SIGIX). The Investor share class (ticker: SFGIX) returned 6.01% during the fiscal year.
2.The Fund’s inception date is February 15, 2012.

 

2(855) 732-9220 seafarerfunds.com

 

 

Seafarer Overseas Growth and Income Fund Performance Review
 

April 30, 2024 (Unaudited)

 

3.The Fund’s Investor share class began the fiscal year with a net asset value of $11.70 per share. The Fund paid two distributions: $0.176 per share in June 2023 and $0.083 per share in December 2023. The Fund finished the fiscal year with a value of $12.14 per share.
4.The Fund’s Investor share class generated an annualized rate of return of 5.09% from the Fund’s inception through the end of the fiscal year.
5.www.seafarerfunds.com/funds/ogi/portfolio-review/2021/03/Q1#allocation
6.Capital expenditure is the outlay of money to acquire or improve capital assets such as buildings and machinery.

 

Total Returns

 

As of April 30, 2024 1 Year 3 Year 5 Year 7 Year 10 Year

Since

Inception

Annualized1

Gross

Expense

Ratio2

Investor Class (SFGIX) 6.01% -3.26% 4.75% 3.87% 4.10% 5.09% 0.99%
Institutional Class (SIGIX) 6.14% -3.16% 4.86% 3.97% 4.22% 5.21% 0.89%
Morningstar Emerging Markets Net Return USD Index3 11.69% -3.98% 3.25% 4.37% 3.83% 3.20%  
Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index4 9.01% -4.59% 3.27% 4.32% 4.11% 3.50%  

 

Fund performance is presented in U.S. dollar terms, with U.S. jurisdiction distributions reinvested on a gross (pre-tax) basis. For the Morningstar and Bloomberg indices, performance is calculated to reflect the reinvestment of dividends, capital gains, and other corporate actions net of foreign jurisdiction withholding taxes. The performance data quoted represents past performance and does not guarantee future results. Future returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. Prior to August 31, 2016, shares of the Fund redeemed or exchanged within 90 days of purchase were subject to a 2% redemption fee. Performance does not reflect this fee, which if deducted would reduce an individual's return. To obtain the Fund’s most recent month-end performance, visit seafarerfunds.com or call (855) 732-9220.

 

1Inception Date: February 15, 2012.
2Ratios as of Prospectus dated August 31, 2023. Seafarer Capital Partners, LLC has agreed contractually to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursements (inclusive of acquired fund fees and expenses, and exclusive of brokerage expenses, interest expenses, taxes and extraordinary expenses) to 1.15% and 1.05% of the Fund’s average daily net assets for the Investor and Institutional share classes, respectively. This agreement shall continue at least through August 31, 2024.
3The Morningstar Emerging Markets Net Return USD Index measures the performance of emerging markets targeting the top 97% of stocks by market capitalization. The index does not incorporate Morningstar’s environmental, social, or governance (ESG) criteria. Index code: MEMMN. The index is not actively managed and does not reflect any deductions for fees, expense or taxes. An investor may not invest directly in an index.
4The Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index is a float market-cap-weighted equity index that covers 99% of the market capitalization of the emerging markets. Index code: EMLSN. The index is not actively managed and does not reflect any deductions for fees, expense or taxes. An investor may not invest directly in an index.

 

Annual Report – April 30, 2024 3

 

 

Seafarer Overseas Growth and Income Fund Performance Review
 

April 30, 2024 (Unaudited)

 

Performance of a $10,000 Investment Since Inception

 

 

*Inception Date: February 15, 2012.

 

The chart shown above represents historical performance of a hypothetical investment of $10,000 in the Fund’s Investor Class shares for the period from inception to April 30, 2024. All returns reflect reinvested dividends and/or distributions, but do not reflect the deduction of taxes that an investor would pay on distributions or redemptions.

 

The Fund also offers Institutional Class shares, performance of which is not reflected in the chart above. The performance of Institutional Class shares may be higher or lower than the performance of the Investor Class shares shown above based upon differences in fees paid by shareholders investing in the Investor Class shares and Institutional Class shares.

 

Investment Objective

 

The Seafarer Overseas Growth and Income Fund seeks to provide long-term capital appreciation along with some current income. The Fund seeks to mitigate adverse volatility in returns as a secondary objective.

 

Strategy

 

The Fund invests primarily in the securities of companies located in developing countries. The Fund invests in several asset classes including dividend-paying common stocks, preferred stocks, and fixed-income securities.

 

The Fund seeks to offer investors a relatively stable means of participating in developing countries’ growth prospects, while attempting to mitigate adverse volatility in returns.

 

4(855) 732-9220 seafarerfunds.com

 

 

Seafarer Overseas Growth and Income Fund Performance Review
 

April 30, 2024 (Unaudited)

 

Portfolio Composition by Region % Net Assets
East & South Asia 61.6%
Emerging Europe 5.1%
Latin America 14.7%
Middle East & Africa 8.2%
Other 5.5%
Cash & Other Assets, Less Liabilities 4.9%
Total 100.0%

 

Portfolio Composition by Sector % Net Assets
Communications 4.0%
Consumer Discretionary 15.8%
Consumer Staples 14.7%
Energy 2.8%
Financials 19.3%
Health Care 7.5%
Industrials 8.5%
Materials 5.1%
Real Estate 1.2%
Technology 14.9%
Utilities 1.3%
Cash & Other Assets, Less Liabilities 4.9%
Total 100.0%

 

Top 10 Holdings % Net Assets
Hyundai Mobis Co., Ltd. 4.5%
Sanlam, Ltd. 3.2%
Samsung Electronics Co., Ltd. 3.0%
Richter Gedeon Nyrt 2.7%
Novatek Microelectronics Corp. 2.7%
Rohm Co., Ltd. 2.6%
Venture Corp., Ltd. 2.6%
Samsung Biologics Co., Ltd. 2.6%
Singapore Exchange, Ltd. 2.5%
Bank Central Asia Tbk PT 2.5%
Total 28.9%
   
Total Number of Holdings 53

 

Holdings are subject to change, and may not reflect the current or future position of the portfolio.

Source: ALPS Fund Services, Inc.

 

Annual Report – April 30, 2024 5

 

 

Seafarer Overseas Value Fund Performance Review
 

April 30, 2024 (Unaudited)

 

SEAFARER OVERSEAS VALUE FUND

PERFORMANCE REVIEW

 

This report addresses the 2023-2024 fiscal year (May 1, 2023 to April 30, 2024) for the Seafarer Overseas Value Fund (the “Value Fund” or the “Fund”).

 

During the fiscal year, the Fund returned 8.30%, while the Fund’s benchmark indices, the Morningstar Emerging Markets Net Return USD Index and the Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index, returned 11.69% and 9.01%, respectively.1 By way of broader comparison, the S&P 500 Index increased 22.66%.

 

The Fund began the fiscal year with a net asset value (NAV) of $13.43 per share. The Fund paid a distribution of $0.409 per share in December 2023. That payment brought the cumulative distribution per share, as measured from the Fund’s inception to the end of the fiscal year, to $2.491.2 The Fund finished the fiscal year with a value of $14.12 per share.3

 

From the Fund’s inception (May 31, 2016) through the end of the fiscal year (April 30, 2024), the Fund generated an annualized rate of return of 7.20%.4 Over the same period, the benchmark indices, the Morningstar Emerging Markets Net Return USD Index and the Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index, rose at annualized rates of 6.64% and 6.60%, respectively.

 

* * *

 

The top contributor to the Fund’s performance for the fiscal year was XP, Inc. (Structural Shift source of value; Seafarer’s seven sources of value,5 hereafter referenced using parenthesized italics, are defined in Figure 1). XP is a Brazilian investment management platform. Its stock price performance is attributable to the combination of a turnaround in earnings momentum from negative to positive driven by a cost reduction initiative at the company, and the decline in interest rates in Brazil. Indeed, the stock price appreciation may reflect that the 2023 cost-driven earnings growth could extend into the future as lower interest rates shift savings from fixed income products to XP’s more profitable equities segment. Furthermore, XP paid its first-ever dividend in September 2023 – a signal of corporate maturation and a possible harbinger of future shareholder-friendly capital allocation.

 

Figure 1. Sources of Value

 

Seafarer has identified seven distinct sources of value in emerging markets that may give rise to viable opportunities for long-term, value-oriented investments.

 

 

Source: Seafarer

 

6(855) 732-9220 seafarerfunds.com

 

 

Seafarer Overseas Value Fund Performance Review
 

April 30, 2024 (Unaudited)

 

Two other top contributors to Fund returns share the Segregated Market category as their source of value within Seafarer’s value classification system. They are both located in the country of Georgia, an “off the beaten path” country for many emerging market investors. The stock price of Georgia Capital (Breakup Value and Segregated Market), a conglomerate operating in the country, appreciated meaningfully, likely due to the market’s recognition of long -standing fundamental characteristics: a track record of well-considered capital allocation, low valuation, and an ongoing share buyback program. In my view, capital allocation also drove the share price of Bank of Georgia (Asset Productivity and Segregated Market), the largest bank in Georgia, which deployed part of its excess capital to acquire a leading bank in neighboring Armenia. This all-cash acquisition provides Bank of Georgia with a growth driver beyond its home country and does not cause the company to reduce its dividend policy, take on debt, or dilute shareholders.

 

Other significant contributors to Fund performance include WH Group (Management Change and Breakup Value), a Chinese pork processor, and PetroVietnam Technical Services (Management Change and Asset Productivity), a Vietnamese oil services company. WH Group’s stock appreciated following media reporting that the company is considering a possible listing of its U.S. subsidiary, Smithfield Foods, which was later confirmed by management with no timeframe or surety of a potential listing. Such a listing, should it occur, might help make the company’s Breakup Value more visible to investors. PetroVietnam Technical Services appears to have appreciated due to positive earnings momentum, as well as company- specific developments. First, the approval of a new national power development plan appeared to build optimism for the development of some of Vietnam’s long-stalled offshore oil and gas fields, which may boost demand for the company’s oilfield services. Second, the company was awarded contracts for wind energy projects located off the coasts of Taiwan and Poland.

 

Top detractors to Fund performance during this period include Samsung SDI (Structural Shift and Breakup Value), a South Korean battery manufacturer whose share price suffered from concerns over the growth rate of future demand for electric vehicles in the U.S. and Europe in particular.

 

Similarly, concerns over a tepid consumer demand recovery in China featured as a significant factor in the performance of Melco International (Asset Productivity and Breakup Value), a casino owner and operator in Macau, and DFI Retail (Management Change and Asset Productivity), a multi-format retailer operating in China and parts of Southeast Asia. Despite low valuations and recovering earnings during the fiscal year, both stocks performed poorly, likely due to macroeconomic concerns and negative sentiment surrounding China.

 

China’s return to global supply chains following its pandemic re-opening weighed on stocks such as UPL (Asset Productivity and Breakup Value), an India-based multinational agricultural chemicals company. The company’s earnings declined over the past year due to lower global prices for agrochemicals resulting from increased supply emanating from China.

 

As discussed in the Outlook section of the Value Fund’s first quarter 2024 portfolio review, I believe that while no long-only equity portfolio can completely eschew market risk, it can strive to minimize it.6 In my view, the Value Fund incurs more company-specific risk than market risk by virtue of its stock selection process along the seven sources of value. Time will tell whether this discipline yields superior results to diversification along benchmark or country/sector lines. What I can say, however, is that diversifying investor allocations that have traditionally courted market risk with strategies that pursue returns more dependent on company-specific risk factors appears sensible given the current investment context.

 

Thank you for entrusting us with your capital. We are honored to serve as your investment adviser in the emerging markets.

 

Paul Espinosa

Portfolio Manager, Seafarer Overseas Value Fund

Seafarer Capital Partners, LLC

 

The Morningstar Emerging Markets Net Return USD Index measures the performance of emerging markets targeting the top 97% of stocks by market capitalization. The index does not incorporate Morningstar’s environmental, social, or governance (ESG) criteria. Index code: MEMMN. The Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index is a float market-cap-weighted equity index that covers 99% of the market capitalization of the emerging markets. Index code: EMLSN. The S&P 500 Total Return Index is a

 

Annual Report – April 30, 2024 7

 

 

Seafarer Overseas Value Fund Performance Review
 

April 30, 2024 (Unaudited)

 

stock market index based on the market capitalizations of 500 large companies with common stock listed on the NYSE or NASDAQ. It is not possible to invest directly in an index.

 

The Fund is subject to investment risks, including possible loss of the principal amount invested and therefore is not suitable for all investors. The Fund may not achieve its objectives. Diversification does not ensure a profit or guarantee against loss.

 

As of April 30, 2024, the Fund did not own shares in Smithfield Foods.

 

The views and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect Seafarer’s current views. The views expressed represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the portfolios or any securities or any sectors mentioned herein. The subject matter contained herein has been derived from several sources believed to be reliable and accurate at the time of compilation. Seafarer does not accept any liability for losses either direct or consequential caused by the use of this information.

 

Information on the Seafarer website and references to Seafarer publications are provided for textual reference only, and are not incorporated by reference into this report.

 

1.References to the “Fund” pertain to the Fund’s Institutional share class (ticker: SIVLX). The Investor share class (ticker: SFVLX) returned 8.18% during the fiscal year. Adjustments in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) were applied during the financial statement preparation as of April 30, 2023. As a result of the adjustments, the total return for shareholder transactions reported to the market may differ from the total return for financial reporting purposes. For the fiscal year ended April 30, 2024, the total return for the Institutional share class decreased from 8.38% to 8.30%, and the total return for the Investor share class decreased from 8.26% to 8.18%.
2.The Fund’s inception date is May 31, 2016.
3.The Fund’s Investor share class began the fiscal year with a net asset value of $13.39 per share; it paid an annual distribution of $0.400 per share in December 2023; and it finished the fiscal year with a value of $14.07 per share. Adjustments in accordance with U.S. GAAP were applied during the financial statement preparation as of April 30, 2023 and increased the Institutional share class net asset value from $13.42 to $13.43 and increased the Investor share class net asset value from $13.38 to $13.39.
4.The Fund’s Investor share class generated an annualized rate of return of 7.09% from the Fund’s inception through the end of the fiscal year.
5.Additional information on Seafarer’s seven sources of value is available in the white paper On Value in the Emerging Markets (www.seafarerfunds.com/value-in-em).
6.www.seafarerfunds.com/funds/ovl/portfolio-review/2024/03/Q1/#outlook

 

8(855) 732-9220 seafarerfunds.com

 

 

Seafarer Overseas Value Fund Performance Review
 
  April 30, 2024 (Unaudited)

 

Total Returns

 

As of April 30, 2024 1 Year 3 Year 5 Year 7 Year Since
Inception
Annualized1
Net
Expense
Ratio2
Investor Class (SFVLX)3 8.18% 5.03% 6.90% 6.03% 7.09% 1.15%
Institutional Class (SIVLX) 3 8.30% 5.16% 6.99% 6.13% 7.20% 1.05%
Morningstar Emerging Markets Net Return USD Index4 11.69% -3.98% 3.25% 4.37% 6.64%  
Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index5 9.01% -4.59% 3.27% 4.32% 6.60%  

 

Gross expense ratio: 1.28% for Investor Class; 1.18% for Institutional Class.2

 

Fund performance is presented in U.S. dollar terms, with U.S. jurisdiction distributions reinvested on a gross (pre-tax) basis. For the Morningstar and Bloomberg indices, performance is calculated to reflect the reinvestment of dividends, capital gains, and other corporate actions net of foreign jurisdiction withholding taxes. The performance data quoted represents past performance and does not guarantee future results. Future returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. Prior to August 31, 2016, shares of the Fund redeemed or exchanged within 90 days of purchase were subject to a 2% redemption fee. Performance does not reflect this fee, which if deducted would reduce an individual's return. To obtain the Fund’s most recent month-end performance, visit seafarerfunds.com or call (855) 732-9220.

 

1Inception Date: May 31, 2016.
2Ratios as of Prospectus dated August 31, 2023. Seafarer Capital Partners, LLC has agreed contractually to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursements (inclusive of acquired fund fees and expenses, and exclusive of brokerage expenses, interest expenses, taxes and extraordinary expenses) to 1.15% and 1.05% of the Fund’s average daily net assets for the Investor and Institutional share classes, respectively. This agreement shall continue at least through August 31, 2024.
3Adjustments in accordance with U.S. GAAP were applied during the financial statement preparation as of April 30, 2023. As a result of the adjustments, the total return for shareholder transactions reported to the market may differ from the total return for financial reporting purposes.
4The Morningstar Emerging Markets Net Return USD Index measures the performance of emerging markets targeting the top 97% of stocks by market capitalization. The index does not incorporate Morningstar’s environmental, social, or governance (ESG) criteria. Index code: MEMMN. The index is not actively managed and does not reflect any deductions for fees, expense or taxes. An investor may not invest directly in an index.
5The Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index is a float market-cap-weighted equity index that covers 99% of the market capitalization of the emerging markets. Index code: EMLSN. The index is not actively managed and does not reflect any deductions for fees, expense or taxes. An investor may not invest directly in an index.

 

Annual Report – April 30, 2024 9

 

 

Seafarer Overseas Value Fund Performance Review
 

April 30, 2024 (Unaudited)

 

Performance of a $10,000 Investment Since Inception

 

 

*Inception Date: May 31, 2016.

 

The chart shown above represents historical performance of a hypothetical investment of $10,000 in the Fund’s Investor Class shares for the period from inception to April 30, 2024. All returns reflect reinvested dividends and/or distributions, but do not reflect the deduction of taxes that an investor would pay on distributions or redemptions.

 

The Fund also offers Institutional Class shares, performance of which is not reflected in the chart above. The performance of Institutional Class shares may be higher or lower than the performance of the Investor Class shares shown above based upon differences in fees paid by shareholders investing in the Investor Class shares and Institutional Class shares.

 

Investment Objective

 

The Seafarer Overseas Value Fund seeks to provide long-term capital appreciation.

 

Strategy

 

The Fund invests primarily in the securities of companies located in developing countries. The Fund invests in several asset classes including common stocks, preferred stocks, and fixed-income securities.

 

The Fund’s portfolio is comprised of securities identified through a bottom-up security selection process based on fundamental research. The Fund seeks to produce a minimum long-term rate of return by investing in securities priced at a discount to their intrinsic value.

 

10(855) 732-9220 seafarerfunds.com

 

 

Seafarer Overseas Value Fund Performance Review
 

April 30, 2024 (Unaudited)

 

Portfolio Composition by Region % Net Assets
East & South Asia 54.3%
Emerging Europe 9.4%
Latin America 15.4%
Middle East & Africa 12.6%
Other 5.0%
Cash & Other Assets, Less Liabilities 3.3%
Total 100.0%

 

Portfolio Composition by Sector % Net Assets
Communications 2.7%
Consumer Discretionary 14.9%
Consumer Staples 20.7%
Energy 6.5%
Financials 18.4%
Health Care 2.4%
Industrials 14.8%
Materials 8.8%
Real Estate 3.0%
Utilities 4.5%
Cash & Other Assets, Less Liabilities 3.3%
Total 100.0%

 

Top 10 Holdings % Net Assets
WH Group, Ltd. 3.7%
Georgia Capital PLC 3.6%
Petronet LNG, Ltd. 3.5%
XP, Inc. 3.3%
Pacific Basin Shipping, Ltd. 3.3%
Bank of Georgia Group PLC 3.2%
Credicorp, Ltd. 3.2%
Shangri-La Asia, Ltd. 3.2%
Mondi PLC 3.0%
PetroVietnam Technical Services Corp. 3.0%
Total 33.0%
   
Total Number of Holdings 41

 

Holdings are subject to change, and may not reflect the current or future position of the portfolio.

Source: ALPS Fund Services, Inc.

 

Annual Report – April 30, 2024 11

 

 

Seafarer Funds Disclosure of Fund Expenses
 

April 30, 2024 (Unaudited)

 

DISCLOSURE OF FUND EXPENSES

 

As a shareholder of a Fund you will incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees and other Fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on November 1, 2023 and held until April 30, 2024.

 

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

 

Hypothetical Example for Comparison Purposes. For each Fund and share class, the second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

 

Please note the expenses shown in the following table are meant to highlight your ongoing costs only and do not reflect transaction costs. Therefore, for each Fund and share class, the second line of the following table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

12(855) 732-9220 seafarerfunds.com

 

 

Seafarer Funds Disclosure of Fund Expenses
 

April 30, 2024 (Unaudited)

 

  Beginning
Account Value
11/01/23
Ending
Account Value
04/30/24
Expense
Ratio(a)
Expenses Paid
During Period
11/01/23 - 04/30/24(b)
SEAFARER OVERSEAS GROWTH AND INCOME FUND    
Investor Class        
Actual $ 1,000.00 $ 1,099.10 0.96% $ 5.01
Hypothetical (5% return before expenses) $ 1,000.00 $ 1,020.09 0.96% $ 4.82
         
Institutional Class        
Actual $ 1,000.00 $ 1,099.10 0.84% $ 4.38
Hypothetical (5% return before expenses) $ 1,000.00 $ 1,020.69 0.84% $ 4.22
       
SEAFARER OVERSEAS VALUE FUND      
Investor Class        
Actual $ 1,000.00 $ 1,131.70 1.15% $ 6.10
Hypothetical (5% return before expenses) $ 1,000.00 $ 1,019.14 1.15% $ 5.77
         
Institutional Class        
Actual $ 1,000.00 $ 1,131.90 1.05% $ 5.57
Hypothetical (5% return before expenses) $ 1,000.00 $ 1,019.64 1.05% $ 5.27

 

(a)Annualized, based on the Fund's most recent fiscal half year expenses.
(b)Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182)/366 (to reflect the half-year period).

 

Annual Report – April 30, 2024 13

 

 

Seafarer Overseas Growth and Income Fund Portfolio of Investments

 

April 30, 2024

 

   Currency   Shares   Value
(Note 2)
 
COMMON STOCKS (92.1%)              
Belgium (1.6%)              
Anheuser-Busch InBev SA, ADR  USD    920,000   $54,887,200 
               
Total Belgium            54,887,200 
               
Brazil (8.2%)              
Ambev SA, ADR(a)  USD    25,000,000    58,000,000 
Itau Unibanco Holding SA, ADR  USD    9,750,000    58,987,500 
Odontoprev SA  BRL    12,000,000    27,754,882 
Raia Drogasil SA  BRL    13,189,500    65,127,062 
XP, Inc., Class A  USD    3,299,000    67,530,530 
               
Total Brazil            277,399,974 
               
China / Hong Kong (12.3%)              
Alibaba Group Holding, Ltd.  HKD    6,500,000    60,859,919 
China Foods, Ltd.  HKD    108,314,000    41,538,344 
DFI Retail Group Holdings, Ltd.  USD    17,200,000    33,396,535 
Hongkong Land Holdings, Ltd.  USD    4,077,300    13,027,707 
Jardine Matheson Holdings, Ltd.  USD    1,831,579    70,277,686 
Pacific Basin Shipping, Ltd.  HKD    185,000,000    64,057,696 
Want Want China Holdings, Ltd.  HKD    67,500,000    38,570,442 
WH Group, Ltd.  HKD    85,065,000    61,828,653 
Xinhua Winshare Publishing and Media Co., Ltd., Class H  HKD    30,002,000    32,234,847 
               
Total China / Hong Kong            415,791,829 
               
Czech Republic (1.3%)              
Moneta Money Bank AS  CZK    10,613,000    42,787,368 
               
Total Czech Republic            42,787,368 
               
France (2.1%)              
Hermes International SCA  EUR    29,600    70,862,208 
               
Total France            70,862,208 
               
Hungary (2.7%)              
Richter Gedeon Nyrt  HUF    3,550,000    90,400,844 
               
Total Hungary            90,400,844 
               
India (8.8%)              
Computer Age Management Services, Ltd.  INR    1,586,397    60,803,760 

 

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Seafarer Overseas Growth and Income Fund Portfolio of Investments

 

April 30, 2024

 

   Currency   Shares   Value
(Note 2)
 
India (continued)              
L&T Technology Services, Ltd.  INR    1,304,500   $72,182,667 
Petronet LNG, Ltd.  INR    18,000,000    66,812,444 
Tata Motors, Ltd.  INR    3,000,000    36,177,185 
UPL, Ltd.  INR    10,000,000    60,690,203 
               
Total India            296,666,259 
               
Indonesia (2.5%)              
Bank Central Asia Tbk PT  IDR    138,500,000    83,277,918 
               
Total Indonesia            83,277,918 
               
Japan (2.6%)              
Rohm Co., Ltd.  JPY    6,125,000    88,045,979 
               
Total Japan            88,045,979 
               
Mexico (4.8%)              
Becle SAB de CV  MXN    29,780,000    60,513,509 
Bolsa Mexicana de Valores SAB de CV  MXN    11,000,000    20,612,057 
Wal-Mart de Mexico SAB de CV  MXN    21,492,000    80,105,320 
               
Total Mexico            161,230,886 
               
Peru (1.7%)              
Credicorp, Ltd.  USD    338,000    55,976,180 
               
Total Peru            55,976,180 
               
Poland (1.1%)              
CD Projekt SA  PLN    1,300,000    37,820,054 
               
Total Poland            37,820,054 
               
Qatar (1.9%)              
Qatar Gas Transport Co., Ltd.  QAR    57,613,950    63,156,567 
               
Total Qatar            63,156,567 
               
Singapore (7.1%)              
DBS Group Holdings, Ltd.  SGD    2,612,500    66,507,479 
Singapore Exchange, Ltd.  SGD    12,455,000    84,962,097 

 

Annual Report – April 30, 2024 15

 

 

Seafarer Overseas Growth and Income Fund Portfolio of Investments

 

April 30, 2024

 

   Currency   Shares   Value
(Note 2)
 
Singapore (continued)              
Venture Corp., Ltd.  SGD    8,250,000   $87,410,758 
               
Total Singapore            238,880,334 
               
South Africa (3.2%)              
Sanlam, Ltd.  ZAR    29,750,000    107,617,119 
               
Total South Africa            107,617,119 
               
South Korea (16.5%)              
Coway Co., Ltd.  KRW    1,119,327    44,847,452 
Hyundai Mobis Co., Ltd.  KRW    917,500    150,102,361 
Innocean Worldwide, Inc.  KRW    1,620,000    26,569,103 
NAVER Corp.  KRW    542,250    71,522,534 
Samsung Biologics Co., Ltd.(a)  KRW    155,000    87,118,933 
Samsung C&T Corp.  KRW    450,000    48,524,981 
Samsung Electronics Co., Ltd.  KRW    1,050,000    58,365,970 
Samsung SDI Co., Ltd.  KRW    220,000    68,083,216 
               
Total South Korea            555,134,550 
               
Taiwan (5.0%)              
Accton Technology Corp.  TWD    5,560,000    77,892,284 
Novatek Microelectronics Corp.  TWD    4,725,000    89,279,914 
               
Total Taiwan            167,172,198 
               
Thailand (2.9%)              
Bangkok Dusit Medical Services PCL, Class F  THB    62,000,000    48,414,678 
Siam Cement PCL  THB    7,390,000    49,508,179 
               
Total Thailand            97,922,857 
               
United Arab Emirates (3.1%)              
Emaar Properties PJSC  AED    11,590,000    25,907,022 
National Central Cooling Co. PJSC  AED    51,197,777    42,379,141 
Salik Co. PJSC  AED    40,000,000    37,681,396 
               
Total United Arab Emirates            105,967,559 
               
United Kingdom (1.8%)              
Mondi PLC  GBP    3,205,732    60,846,779 
               
Total United Kingdom            60,846,779 

 

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Seafarer Overseas Growth and Income Fund Portfolio of Investments

 

April 30, 2024

 

   Currency   Shares   Value
(Note 2)
 
Vietnam (0.9%)            
PetroVietnam Gas JSC  VND    10,000,000   $28,918,690 
               
Total Vietnam            28,918,690 
               
TOTAL COMMON STOCKS              
(Cost $3,114,296,486)            3,100,763,352 
               
PREFERRED STOCKS (3.0%)              
South Korea (3.0%)              
Samsung Electronics Co., Ltd.  KRW    2,160,000    100,852,820 
               
Total South Korea            100,852,820 
               
TOTAL PREFERRED STOCKS              
(Cost $82,125,308)            100,852,820 
               
TOTAL INVESTMENTS              
(Cost $3,196,421,794) (95.1%)           $3,201,616,172 
               
Cash and Other Assets, Less Liabilities (4.9%)            165,552,894 
NET ASSETS (100.0%)           $3,367,169,066 

 

(a)Non-income producing security.

 

ADR American Depositary Receipt

 

Currency Abbreviations
AED -   United Arab Emirates Dirham
BRL - Brazil Real
CZK - Czech Republic Koruna
EUR - European Union Euro
HKD - Hong Kong Dollar
HUF - Hungary Forint
GBP - United Kingdom Pound
IDR - Indonesia Rupiah
INR - India Rupee
JPY - Japan Yen
KRW - South Korea Won
MXN - Mexico Peso
QAR - Qatar Riyal
PLN - Poland Zloty
SGD - Singapore Dollar
THB - Thailand Baht

 

Annual Report – April 30, 2024 17

 

 

Seafarer Overseas Growth and Income Fund Portfolio of Investments

 

April 30, 2024

 

TWD - Taiwan New Dollar
USD - United States Dollar
VND - Vietnam Dong
ZAR - South Africa Rand

 

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

 

Industry Composition (Unaudited)  
Advertising & Marketing 0.8%
Asset Management 5.2%
Auto Components 9.6%
Banks 9.1%
Beverages 6.4%
Biotech & Pharma 5.3%
Chemicals 1.8%
Construction Materials 1.5%
Containers & Packaging 1.8%
E-Commerce Discretionary 1.8%
Electric Utilities 1.3%
Engineering & Construction 3.6%
Entertainment 1.1%
Food Products 3.0%
Health Care Providers & Services 2.3%
Home & Office Products 1.3%
Institutional Financial Services 3.1%
Interactive Media & Services 2.1%
Oil & Gas Producers 2.8%
Real Estate Management & Development 1.2%
Retail - Consumer Staples 5.3%
Retail - Discretionary 2.1%
Semiconductors & Semiconductor Equipment 5.3%
Specialty Finance 1.8%
Technology Hardware, Storage & Peripherals 9.6%
Transportation & Logistics 4.9%
Wholesale - Discretionary 1.0%
Cash and Other Assets, Less Liabilities 4.9%
Total 100.0%

 

See accompanying Notes to Financial Statements.

 

18 (855) 732-9220   seafarerfunds.com

 

 

Seafarer Overseas Value Fund Portfolio of Investments

 

April 30, 2024

 

   Currency   Shares   Value
(Note 2)
 
COMMON STOCKS (96.5%)              
Belgium (2.0%)              
Anheuser-Busch InBev SA, ADR  USD    32,000   $1,909,120 
               
Total Belgium            1,909,120 
               
Brazil (10.0%)              
Ambev SA, ADR  USD    699,000    1,621,680 
Itau Unibanco Holding SA, ADR  USD    424,000    2,565,200 
Odontoprev SA  BRL    1,000,000    2,312,907 
XP, Inc., Class A  USD    156,000    3,193,320 
               
Total Brazil            9,693,107 
               
China / Hong Kong (29.9%)              
China Foods, Ltd.  HKD    6,603,000    2,532,246 
China Yangtze Power Co., Ltd., Class A  CNY    661,990    2,357,622 
DFI Retail Group Holdings, Ltd.  USD    1,139,000    2,211,550 
First Pacific Co., Ltd.  HKD    5,490,000    2,567,536 
Giordano International, Ltd.  HKD    5,200,000    1,327,038 
Hongkong Land Holdings, Ltd.  USD    135,900    434,225 
Jardine Matheson Holdings, Ltd.  USD    54,213    2,080,153 
Melco International Development, Ltd.  HKD    3,901,000    2,930,321 
Pacific Basin Shipping, Ltd.  HKD    9,211,000    3,189,381 
Pico Far East Holdings, Ltd.  HKD    5,538,000    1,153,942 
Shangri-La Asia, Ltd.  HKD    4,392,000    3,063,381 
Want Want China Holdings, Ltd.  HKD    2,767,000    1,581,102 
WH Group, Ltd.  HKD    4,945,000    3,594,224 
               
Total China / Hong Kong            29,022,721 
               
Czech Republic (2.6%)              
Moneta Money Bank AS  CZK    634,000    2,556,034 
               
Total Czech Republic            2,556,034 
               
Georgia (6.7%)              
Bank of Georgia Group PLC  GBP    46,000    3,080,110 
Georgia Capital PLC  GBP    203,174    3,462,862 
               
Total Georgia            6,542,972 
               
India (6.7%)              
Petronet LNG, Ltd.  INR    920,000    3,414,858 
Tata Motors, Ltd.  INR    99,000    1,193,847 

 

Annual Report – April 30, 2024 19

 

 

Seafarer Overseas Value Fund Portfolio of Investments

 

April 30, 2024

 

   Currency   Shares   Value
(Note 2)
 
India (continued)              
UPL, Ltd.  INR    315,000   $1,911,742 
               
Total India            6,520,447 
               
Mexico (2.2%)              
Coca-Cola Femsa SAB de CV, ADR  USD    22,000    2,181,300 
               
Total Mexico            2,181,300 
               
Peru (3.2%)              
Credicorp, Ltd.  USD    18,500    3,063,785 
               
Total Peru            3,063,785 
               
Qatar (3.0%)              
Qatar Gas Transport Co., Ltd.  QAR    2,660,000    2,915,899 
               
Total Qatar            2,915,899 
               
Singapore (5.4%)              
Genting Singapore, Ltd.  SGD    2,770,000    1,848,616 
HRnetgroup, Ltd.  SGD    3,023,000    1,583,418 
Wilmar International, Ltd.  SGD    759,000    1,784,085 
               
Total Singapore            5,216,119 
               
South Korea (7.5%)              
Innocean Worldwide, Inc.  KRW    160,000    2,624,109 
Samsung C&T Corp.  KRW    24,000    2,587,999 
Samsung SDI Co., Ltd.  KRW    6,700    2,073,443 
               
Total South Korea            7,285,551 
               
Thailand (1.7%)              
Siam Cement PCL  THB    251,000    1,681,536 
               
Total Thailand            1,681,536 
               
United Arab Emirates (9.6%)              
Emaar Properties PJSC  AED    1,124,000    2,512,467 
Fertiglobe PLC  AED    2,600,000    1,970,522 
National Central Cooling Co. PJSC  AED    2,481,137    2,053,770 

 

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Seafarer Overseas Value Fund Portfolio of Investments

 

April 30, 2024

 

   Currency   Shares   Value
(Note 2)
 
United Arab Emirates (continued)              
Salik Co. PJSC  AED    3,000,000   $2,826,105 
               
Total United Arab Emirates            9,362,864 
               
United Kingdom (3.0%)              
Mondi PLC  GBP    154,912    2,940,326 
               
Total United Kingdom            2,940,326 
               
Vietnam (3.0%)              
PetroVietnam Technical Services Corp.  VND    1,873,080    2,933,962 
               
Total Vietnam            2,933,962 
               
TOTAL COMMON STOCKS              
(Cost $84,341,120)            93,825,743 
               
PREFERRED STOCKS (0.2%)              
South Korea (0.2%)              
Samsung C&T Corp.  KRW    1,800    143,886 
               
Total South Korea            143,886 
               
TOTAL PREFERRED STOCKS              
(Cost $184,192)            143,886 
               
TOTAL INVESTMENTS              
(Cost $84,525,312) (96.7%)           $93,969,629 
               
Cash and Other Assets, Less Liabilities (3.3%)            3,232,091 
NET ASSETS (100.0%)           $97,201,720 

 

ADR American Depositary Receipt

 

Currency Abbreviations
AED -   United Arab Emirates Dirham
BRL - Brazil Real
CNY - China Yuan
CZK - Czech Republic Koruna
GBP - United Kingdom Pound

 

Annual Report – April 30, 2024 21

 

 

Seafarer Overseas Value Fund Portfolio of Investments

 

April 30, 2024

 

HKD - Hong Kong Dollar
INR - India Rupee
KRW - South Korea Won
QAR - Qatar Riyal
SGD - Singapore Dollar
THB - Thailand Baht
USD - United States Dollar
VND - Vietnam Dong

 

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

 

Industry Composition (Unaudited)  
Advertising & Marketing 2.7%
Asset Management 6.9%
Banks 11.6%
Beverages 8.5%
Chemicals 4.0%
Commercial Support Services 2.8%
Construction Materials 1.7%
Containers & Packaging 3.0%
Electric Utilities 4.5%
Engineering & Construction 2.8%
Food & Staples Retailing 9.8%
Health Care Facilities & Services 2.4%
Hotels, Restaurants & Leisure 8.1%
Oil, Gas & Consumable Fuels 3.5%
Oil & Gas Services & Equipment 3.0%
Real Estate Management & Development 3.0%
Retail - Consumer Staples 2.3%
Retail - Discretionary 3.5%
Technology Hardware 3.4%
Transportation & Logistics 9.2%
Cash and Other Assets, Less Liabilities 3.3%
Total 100.0%

 

See accompanying Notes to Financial Statements.

 

22 (855) 732-9220  seafarerfunds.com

 

 

Seafarer Funds Statements of Assets and Liabilities

 

April 30, 2024

 

   Seafarer
Overseas Growth
and Income Fund
   Seafarer
Overseas Value
Fund
 
ASSETS:        
Investments, at value  $3,201,616,172   $93,969,629 
Cash   138,136,123    1,541,132 
Foreign currency, at value (Cost $5,490,862 and$799,294, respectively)   5,463,808    799,294 
Receivable for investments sold   19,037,334    463,248 
Receivable for shares sold   2,257,576     
Interest and dividends receivable   15,823,697    854,050 
Prepaid expenses and other assets   124,939    24,166 
Total Assets   3,382,459,649    97,651,519 
LIABILITIES:          
Payable for investments purchased   6,992,512    233,010 
Foreign capital gains tax   3,268,316    66,371 
Administrative fees payable   111,445    13,473 
Shareholder service plan fees payable   139,471    4,363 
Payable for shares redeemed   2,324,708    6,242 
Investment advisory fees payable   2,001,001    64,520 
Payable for chief compliance officer fees   4,836    4,836 
Trustee fees and expenses payable   68,264    1,951 
Payable for principal financial officer fees   5,142    5,142 
Audit and tax fees payable   25,565    23,205 
Accrued expenses and other liabilities   349,323    26,686 
Total Liabilities   15,290,583    449,799 
NET ASSETS  $3,367,169,066   $97,201,720 
NET ASSETS CONSIST OF:          
Paid-in capital (Note 5)  $3,412,071,113   $87,348,850 
Total distributable earnings   (44,902,047)   9,852,870 
NET ASSETS  $3,367,169,066   $97,201,720 
INVESTMENTS, AT COST  $3,196,421,794   $84,525,312 
PRICING OF SHARES          
Investor Class:          
Net Asset Value, offering and redemption price per share  $12.14   $14.07 
Net Assets  $224,934,002   $686,531 
Shares of beneficial interest outstanding   18,529,896    48,797 
Institutional Class:          
Net Asset Value, offering and redemption price per share  $12.22   $14.12 
Net Assets  $3,142,235,064   $96,515,189 
Shares of beneficial interest outstanding   257,157,524    6,836,654 

 

See accompanying Notes to Financial Statements.

 

Annual Report – April 30, 2024 23

 

 

Seafarer Funds Statements of Operations

 

Year Ended April 30, 2024

 

   Seafarer
Overseas Growth
and Income Fund
   Seafarer
Overseas Value
Fund
 
INVESTMENT INCOME:          
Dividends  $100,250,398   $4,144,888 
Foreign taxes withheld   (7,522,341)   (155,513)
Interest and other income   5,515,237    147,847 
Total investment income   98,243,294    4,137,222 
EXPENSES:          
Investment advisory fees (Note 7)   20,582,156    657,680 
Administrative and transfer agency fees   634,879    82,237 
Trustee fees and expenses   195,907    5,376 
Registration/filing fees   68,888    17,474 
Shareholder service plan fees          
Investor Class   282,737     
Institutional Class   930,055    38,187 
Recoupment of previously waived fees (Note 7)          
Investor Class       1,788 
Institutional Class       16,075 
Legal fees   69,655    2,360 
Audit and tax fees   33,228    26,866 
Reports to shareholders and printing fees   91,306    7,774 
Custody fees   1,455,341    78,629 
Chief compliance officer fees   27,115    27,115 
Principal financial officer fees   11,950    11,914 
Insurance expense   18,566    978 
Miscellaneous   32,938    1,744 
Total expenses   24,434,721    976,197 
Less fees waived/reimbursed by investment adviser (Note 7)       
Investor Class       (930)
Institutional Class       (22,768)
Total net expenses   24,434,721    952,499 
NET INVESTMENT INCOME:   73,808,573    3,184,723 
Net realized gain/(loss) on investments   36,438,931    (117,330)
Net realized loss on foreign currency transactions   (952,535)   (14,488)
Net realized gain/(loss)   35,486,396    (131,818)
           
Net change in unrealized appreciation on investments   32,342,625    4,178,284 
           
Net change in unrealized depreciation on translation of assets and liabilities in foreign currency transactions   (85,337)   (2,477)
Net change in unrealized foreign capital gains tax   (3,268,316)   (66,371)
Net change in unrealized appreciation   28,988,972    4,109,436 
           
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY TRANSLATIONS   64,475,368    3,977,618 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $138,283,941   $7,162,341 

 

See accompanying Notes to Financial Statements.

 

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Seafarer Overseas Growth and Income Fund Statements of Changes in Net Assets

 

 

   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
 
OPERATIONS:        
Net investment income  $73,808,573   $42,739,840 
Net realized gain/(loss)   35,486,396    (110,659,649)
Net change in unrealized appreciation   28,988,972    65,176,796 
Net increase/(decrease) in net assets resulting from operations   138,283,941    (2,743,013)
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 3):          
Total amount of distribution          
Investor Class   (3,985,105)   (4,973,375)
Institutional Class   (53,027,348)   (49,920,102)
Net decrease in net assets from distributions   (57,012,453)   (54,893,477)
BENEFICIAL INTEREST TRANSACTIONS (NOTE 5):          
Shares sold          
Investor Class   64,618,280    31,959,949 
Institutional Class   1,495,475,725    899,433,848 
Dividends reinvested          
Investor Class   3,902,532    4,872,836 
Institutional Class   35,970,821    32,779,952 
Shares redeemed          
Investor Class   (27,801,968)   (48,821,966)
Institutional Class   (509,923,673)   (515,808,437)
Net increase in net assets derived from beneficial interest transactions   1,062,241,717    404,416,182 
Net increase in net assets   1,143,513,205    346,779,692 
NET ASSETS:          
Beginning of period   2,223,655,861    1,876,876,169 
End of period  $3,367,169,066   $2,223,655,861 
Other Information:          
SHARE TRANSACTIONS:          
Investor Class          
Sold   5,246,848    2,784,996 
Distributions reinvested   324,749    431,843 
Redeemed   (2,303,588)   (4,329,431)
Net increase/(decrease) in shares outstanding   3,268,009    (1,112,592)
Institutional Class          
Sold   122,458,199    77,436,657 
Distributions reinvested   2,968,731    2,891,189 
Redeemed   (41,999,961)   (45,008,887)
Net increase in shares outstanding   83,426,969    35,318,959 

 

See accompanying Notes to Financial Statements.

 

Annual Report – April 30, 2024 25

 

 

Seafarer Overseas Value Fund Statements of Changes in Net Assets

 

 

   Year Ended
April 30, 2024
   Year Ended
April 30, 2023
 
OPERATIONS:        
Net investment income  $3,184,723   $1,788,611 
Net realized loss   (131,818)   (852,453)
Net change in unrealized appreciation   4,109,436    3,956,408 
Net increase in net assets resulting from operations   7,162,341    4,892,566 
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 3):          
Total amount of distribution          
Investor Class   (18,843)   (8,732)
Institutional Class   (2,688,235)   (1,035,534)
Net decrease in net assets from distributions   (2,707,078)   (1,044,266)
BENEFICIAL INTEREST TRANSACTIONS (NOTE 5):          
Shares sold          
Investor Class   57,787    178,346 
Institutional Class   21,899,067    38,638,763 
Dividends reinvested          
Investor Class   16,557    7,535 
Institutional Class   2,680,921    1,026,657 
Shares redeemed          
Investor Class   (20,506)   (13,147)
Institutional Class   (12,637,625)   (4,746,546)
Net increase in net assets derived from beneficial interest transactions   11,996,201    35,091,608 
Net increase in net assets   16,451,464    38,939,908 
NET ASSETS:          
Beginning of period   80,750,256    41,810,348 
End of period  $97,201,720   $80,750,256 
Other Information:          
SHARE TRANSACTIONS:          
Investor Class          
Sold   4,205    13,742 
Distributions reinvested   1,221    601 
Redeemed   (1,469)   (1,113)
Net increase in shares outstanding   3,957    13,230 
Institutional Class          
Sold   1,592,946    3,040,712 
Distributions reinvested   197,127    81,740 
Redeemed   (922,678)   (373,540)
Net increase in shares outstanding   867,395    2,748,912 

 

See accompanying Notes to Financial Statements

 

26 (855) 732-9220  seafarerfunds.com

 

 

Page Intentionally Left Blank

 

 

Seafarer Overseas Growth and Income Fund

 

 

Investor Class
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME FROM OPERATIONS:
Net investment income(a)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
LESS DISTRIBUTIONS:
From net investment income
From net realized gains on investments
Total distributions
NET INCREASE/(DECREASE) IN NET ASSET VALUE
NET ASSET VALUE, END OF PERIOD
TOTAL RETURN(b)
SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)
RATIOS TO AVERAGE NET ASSETS:
Operating expenses excluding reimbursement/waiver
Operating expenses including reimbursement/waiver
Net investment income including reimbursement/waiver
PORTFOLIO TURNOVER RATE

 

(a)Calculated using the average shares method.

(b)Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

28 (855) 732-9220 seafarerfunds.com

 

 

Financial Highlights

 

For a share outstanding through the years presented

 

Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
$11.70   $12.06   $15.31   $10.31   $11.56 
                       
 0.31    0.24    0.33    0.18    0.21 
 0.39    (0.27)   (2.42)   5.14    (1.15)
 0.70    (0.03)   (2.09)   5.32    (0.94)
                       
 (0.26)   (0.20)   (0.28)   (0.17)   (0.31)
     (0.13)   (0.88)   (0.15)    
 (0.26)   (0.33)   (1.16)   (0.32)   (0.31)
 0.44    (0.36)   (3.25)   5.00    (1.25)
$12.14   $11.70   $12.06   $15.31   $10.31 
 6.01%   (0.13%)   (14.48%)   52.15%   (8.44%)
                       
$224,934   $178,566   $197,523   $228,690   $154,017 
                       
 0.96%   1.00%   1.00%   1.02%   1.02%
 0.96%   1.00%   1.00%   1.02%   1.02%
 2.53%   2.05%   2.33%   1.35%   1.88%
 5%   22%   16%   47%   29%

 

See accompanying Notes to Financial Statements.

 

Annual Report – April 30, 2024 29

 

 

Seafarer Overseas Growth and Income Fund

 

 

Institutional Class
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME FROM OPERATIONS:
Net investment income(a)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
LESS DISTRIBUTIONS:
From net investment income
From net realized gains on investments
Total distributions
REDEMPTION FEES ADDED TO PAID IN CAPITAL
NET INCREASE/(DECREASE) IN NET ASSET VALUE
NET ASSET VALUE, END OF PERIOD
 
TOTAL RETURN(b)
SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)
RATIOS TO AVERAGE NET ASSETS:
Operating expenses excluding reimbursement/waiver
Operating expenses including reimbursement/waiver
Net investment income including reimbursement/waiver
PORTFOLIO TURNOVER RATE

 

(a)Calculated using the average shares method.

(b)Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

30 (855) 732-9220 seafarerfunds.com

 

 

Financial Highlights

 

For a share outstanding through the years presented

 

Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
$11.77   $12.13   $15.39   $10.36   $11.61 
                       
 0.32    0.26    0.35    0.20    0.22 
 0.40    (0.28)   (2.44)   5.16    (1.16)
 0.72    (0.02)   (2.09)   5.36    (0.94)
                       
 (0.27)   (0.21)   (0.29)   (0.18)   (0.31)
     (0.13)   (0.88)   (0.15)    
 (0.27)   (0.34)   (1.17)   (0.33)   (0.31)
                  
 0.45    (0.36)   (3.26)   5.03    (1.25)
$12.22   $11.77   $12.13   $15.39   $10.36 
 6.14%   (0.03%)   (14.41%)   52.28%   (8.34%)
                       
$3,142,235   $2,045,090   $1,679,354   $1,827,624   $1,101,542 
                       
 0.85%   0.90%   0.91%   0.92%   0.92%
 0.85%   0.90%   0.91%   0.92%   0.92%
 2.60%   2.22%   2.46%   1.47%   1.91%
 5%   22%   16%   47%   29%

 

See accompanying Notes to Financial Statements.

 

Annual Report – April 30, 2024 31

 

 

Seafarer Overseas Value Fund

 

 

Investor Class
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME FROM OPERATIONS:
Net investment income(b)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
LESS DISTRIBUTIONS:
From net investment income
From net realized gains on investments
Total distributions
NET INCREASE/(DECREASE) IN NET ASSET VALUE
NET ASSET VALUE, END OF PERIOD
 
TOTAL RETURN(c)
SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)
RATIOS TO AVERAGE NET ASSETS:
Operating expenses excluding reimbursement/waiver
Operating expenses including reimbursement/waiver
Net investment income including reimbursement/waiver
PORTFOLIO TURNOVER RATE

 

(a)Adjustments in accordance with U.S. GAAP were applied during the financial statement preparation. As a result of the adjustments, the net asset value and total return for shareholder transactions reported to the market may differ from the net asset value and total return for financial reporting purposes.

(b)Calculated using the average shares method.

(c)In some periods, total returns would have been lower had certain expenses not been waived during the periods. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

32(855) 732-9220 seafarerfunds.com

 

 

Financial Highlights

 

For a share outstanding through the years presented

 

Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
$13.39(a)  $12.83(a)  $13.16   $9.46   $11.41 
                       
 0.47    0.38    0.42    0.22    0.29 
 0.61    0.39    (0.29)   3.64    (1.88)
 1.08    0.77    0.13    3.86    (1.59)
                       
 (0.40)   (0.21)   (0.42)   (0.16)   (0.31)
         (0.04)       (0.05)
 (0.40)   (0.21)   (0.46)   (0.16)   (0.36)
 0.68    0.56    (0.33)   3.70    (1.95)
$14.07   $13.39(a)  $12.83(a)  $13.16   $9.46 
                       
 8.18%(a)   6.11%   0.94%(a)   40.96%   (14.54%)
                       
$687   $600   $405   $431   $278 
 1.02%   1.23%   1.48%   1.49%   1.44%
 1.15%   1.15%   1.15%   1.15%   1.15%
 3.41%   2.98%   3.15%   1.99%   2.61%
 3%   1%   14%   24%   25%

 

See accompanying Notes to Financial Statements.

 

Annual Report – April 30, 2024 33

 

 

Seafarer Overseas Value Fund

 

 

Institutional Class
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME FROM OPERATIONS:
Net investment income(b)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
LESS DISTRIBUTIONS:
From net investment income
From net realized gains on investments
Total distributions
NET INCREASE/(DECREASE) IN NET ASSET VALUE
NET ASSET VALUE, END OF PERIOD
 
TOTAL RETURN(c)
SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)
RATIOS TO AVERAGE NET ASSETS:
Operating expenses excluding reimbursement/waiver
Operating expenses including reimbursement/waiver
Net investment income including reimbursement/waiver
PORTFOLIO TURNOVER RATE

 

(a)Adjustments in accordance with U.S. GAAP were applied during the financial statement preparation. As a result of the adjustments, the net asset value and total return for shareholder transactions reported to the market may differ from the net asset value and total return for financial reporting purposes.

(b)Calculated using the average shares method.

(c)In some periods, total returns would have been lower had certain expenses not been waived during the periods. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

34 (855) 732-9220 seafarerfunds.com

 

 

Financial Highlights

 

For a share outstanding through the years presented

 

Year Ended
April 30, 2024
   Year Ended
April 30, 2023
   Year Ended
April 30, 2022
   Year Ended
April 30, 2021
   Year Ended
April 30, 2020
 
$13.43(a)  $12.86(a)  $13.18   $9.48   $11.43 
                       
 0.48    0.40    0.46    0.25    0.30 
 0.62    0.39    (0.32)   3.62    (1.88)
 1.10    0.79    0.14    3.87    (1.58)
                       
 (0.41)   (0.22)   (0.42)   (0.17)   (0.32)
         (0.04)       (0.05)
 (0.41)   (0.22)   (0.46)   (0.17)   (0.37)
 0.69    0.57    (0.32)   3.70    (1.95)
$14.12   $13.43(a)  $12.86(a)  $13.18   $9.48 
                       
 8.30%(a)   6.22%(a)   1.08%(a)   40.98%   (14.47%)
                       
$96,515   $80,150   $41,405   $34,714   $29,557 
                       
 1.06%   1.18%   1.37%   1.51%   1.42%
 1.05%   1.05%   1.05%   1.05%   1.05%
 3.51%   3.11%   3.43%   2.19%   2.63%
 3%   1%   14%   24%   25%

 

See accompanying Notes to Financial Statements.

 

Annual Report – April 30, 2024 35

 

 

Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

NOTES TO FINANCIAL STATEMENTS

 

1. Organization

 

Financial Investors Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust consists of multiple separate portfolios or series. This annual report describes the Seafarer Overseas Growth and Income Fund and the Seafarer Overseas Value Fund (individually a “Fund” and collectively, the “Funds”). The Seafarer Overseas Growth and Income Fund seeks to provide long-term capital appreciation along with some current income; it also seeks to mitigate adverse volatility in returns as a secondary objective. The Seafarer Overseas Value Fund seeks to provide long-term capital appreciation. The Funds each offer Investor Class and Institutional Class shares.

 

2. Significant Accounting Policies

 

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) . The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets resulting from operations during the period. Actual results could differ from those estimates. The Funds are considered an investment company for financial reporting purposes under U.S. GAAP and follow the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946 “Financial Services - Investment Companies”. The following is a summary of significant accounting policies consistently followed by the Funds in preparation of their financial statements.

 

Investment Valuation

 

Each Fund generally values its securities based on market prices determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern Time, on each day the NYSE is open for trading.

 

For equity securities and exchange traded funds, the market price is usually the closing sale or official closing price on that exchange. In the case of equity securities not traded on an exchange, or if such closing prices are not otherwise available, the securities are valued at the mean of the most recent bid and ask prices on such day. Redeemable securities issued by open-end registered investment companies are valued at the investment company’s applicable net asset value, with the exception of exchange-traded open-end investment companies, which are priced as equity securities.

 

Equity securities that are primarily traded on foreign securities exchanges are valued at the closing values of such securities on their respective foreign exchanges, except when an event occurs subsequent to the close of the foreign exchange but before the close of the NYSE, such that the securities’ value would likely change. In such an event, the fair values of those securities are determined in good faith through consideration of other factors in accordance with procedures utilized by Seafarer Capital Partners, LLC (the “Adviser”), as the Funds' Valuation Designee and under the general supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”). Each Fund uses a fair valuation model provided by an independent pricing service, which is intended to reflect fair value when a security’s value or a meaningful portion of the Fund’s portfolio is believed to have been materially affected by a valuation event that has occurred between the close of the exchange or market on which the security is traded and the close of the regular trading day on the NYSE.

 

The market price for debt obligations is generally the price supplied by an independent third-party pricing service approved by the Board, which may use a matrix, formula or other objective method that takes into consideration quotations from dealers, market transactions in comparable investments, market indices and yield curves. If vendors are unable to supply a price, or if the price supplied is deemed to be unreliable, the market price may be determined using quotations received from one or more broker-dealers that make a market in the security. Corporate bonds and convertible bonds are

 

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Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

valued using market models that consider trade data, quotations from dealers and active market makers, relevant yield curve and spread data, creditworthiness, trade data or market information on comparable securities, and other relevant security specific information. Publicly traded foreign government debt securities and foreign corporate bonds are typically traded internationally in the over-the-counter market and are valued at the mean between the bid and asked prices as of the close of business of that market.

 

Forward currency exchange contracts have a market value determined by the prevailing foreign currency exchange daily 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 service.

 

When such prices or quotations are not available, or when the Adviser, as the Funds' Valuation Designee believes that they are unreliable, securities may be priced using fair value procedures approved by the Board.

 

The Funds may also be subject to capital gains tax in India and potentially other foreign jurisdictions, on gains realized upon the sale of securities. Any realized losses in excess of gains in India may be carried forward to offset future gains. Funds with exposure to Indian securities and potentially other foreign jurisdictions accrue a deferred liability for unrealized gains in excess of available loss carryforwards based on existing tax rates and holding periods of the securities. The deferred liability for potential future capital gains taxes for the Funds, if any, is disclosed in the Statements of Assets and Liabilities.

 

Fair Value Measurements

 

Pursuant to Rule 2a-5 under the Investment Company Act of 1940, the Board has appointed the Adviser to serve as the Valuation Designee to perform fair value determinations for investments in the Funds. Fair valuation policies and procedures (“FV Procedures”) are utilized by the Valuation Designee for the fair valuation of portfolio assets held by the Funds in the event that (1) market quotations for the current price of a portfolio security or asset are not readily available, or (2) available market quotations that would otherwise be used to value a portfolio security or asset in accordance with the Fund’s Pricing Procedures appear to be unreliable or not indicative of fair value. The Pricing Procedures reflect certain pricing methodologies (or “logics”) that are not “readily available market quotations” and thus are viewed and treated as fair valuations. The Valuation Designee routinely meets to discuss fair valuations of portfolio securities and other instruments held by the Funds.

 

Each Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. 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 reflect the assumptions market participants would use in pricing the asset or liability. Such inputs are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability, which are developed based on the information available and the reporting entity’s best efforts to interpret such information.

 

Various inputs are used in determining the value of the Funds’ investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the 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. 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 investments, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date;

 

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

 

Annual Report – April 30, 2024 37

 

 

Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

Level 3 – Significant unobservable prices or inputs (including the Funds’ 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 is a summary of the inputs used to value each Fund as of April 30, 2024:

 

Investments in Securities at Value(a)  Level 1 -
Quoted Prices
   Level 2 -
Other Significant
Observable Inputs
   Level 3 -
Significant
Unobservable
Inputs
   Total 
Seafarer Overseas Growth and Income Fund                
Common Stocks                    
Belgium  $54,887,200   $   $          –   $54,887,200 
Brazil   277,399,974            277,399,974 
China / Hong Kong   150,386,472    265,405,357        415,791,829 
Czech Republic       42,787,368        42,787,368 
France       70,862,208        70,862,208 
Hungary   90,400,844            90,400,844 
India       296,666,259        296,666,259 
Indonesia       83,277,918        83,277,918 
Japan       88,045,979        88,045,979 
Mexico   161,230,886            161,230,886 
Peru   55,976,180            55,976,180 
Poland       37,820,054        37,820,054 
Qatar       63,156,567        63,156,567 
Singapore       238,880,334        238,880,334 
South Africa       107,617,119        107,617,119 
South Korea       555,134,550        555,134,550 
Taiwan       167,172,198        167,172,198 
Thailand       97,922,857        97,922,857 
United Arab Emirates   63,588,418    42,379,141        105,967,559 
United Kingdom   60,846,779            60,846,779 
Vietnam       28,918,690        28,918,690 
Preferred Stocks       100,852,820        100,852,820 
Total  $914,716,753   $2,286,899,419   $   $3,201,616,172 

 

(a)For detailed descriptions of securities by country, see the accompanying Portfolio of Investments.

 

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Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

Investments in Securities at Value(a)  Level 1 -
Quoted Prices
   Level 2 -
Other Significant
Observable Inputs
   Level 3 -
Significant
Unobservable
Inputs
   Total 
Seafarer Overseas Value Fund                    
Common Stocks                    
Belgium  $1,909,120   $   $   $1,909,120 
Brazil   9,693,107            9,693,107 
China / Hong Kong   9,705,065    19,317,656        29,022,721 
Czech Republic       2,556,034        2,556,034 
Georgia   3,462,862    3,080,110        6,542,972 
India       6,520,447        6,520,447 
Mexico   2,181,300            2,181,300 
Peru   3,063,785            3,063,785 
Qatar       2,915,899        2,915,899 
Singapore   1,583,418    3,632,701        5,216,119 
South Korea       7,285,551        7,285,551 
Thailand       1,681,536        1,681,536 
United Arab Emirates   5,338,572    4,024,292        9,362,864 
United Kingdom   2,940,326            2,940,326 
Vietnam   2,933,962            2,933,962 
Preferred Stocks       143,886        143,886 
Total  $42,811,517   $51,158,112   $   $93,969,629 

 

(a)For detailed descriptions of securities by country, see the accompanying Portfolio of Investments.

 

For the year ended April 30, 2024, the Funds did not have any securities that used significant unobservable inputs (Level 3) in determining fair value. There were no transfers in/out of Level 3 securities during the year ended April 30, 2024.

 

Investment Transactions and Investment Income

 

Investment transactions are accounted for on the date the investments are purchased or sold (trade date). Realized gains and losses from investment transactions are reported on an identified cost basis. Interest income, which includes accretion of discounts and amortization of premiums, is accrued and recorded as earned. Dividend income is recognized on the ex-dividend date or for certain foreign securities, as soon as information is available to the Funds. Withholding taxes on foreign dividends are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statements of Operations. All of the realized and unrealized gains and losses and net investment income are allocated daily to each class in proportion to its average daily net assets.

 

Cash Management Transactions

 

Each of the Funds subscribes to the Brown Brothers Harriman & Co. (“BBH”) Cash Management Service (“CMS”), whereby cash balances are automatically swept into overnight offshore demand deposits with either the BBH Grand Cayman branch or a branch of a pre-approved commercial bank. This fully automated program allows the Funds to earn interest on cash balances. Excess cash with deposit institutions domiciled outside of the U.S. are subject to sovereign actions in the jurisdiction of the deposit institution including, but not limited to, freeze, seizure or diminution. Cash balances in the BBH CMS are included on the Statements of Assets and Liabilities under Cash and Foreign currency, at value.

 

Annual Report – April 30, 2024 39

 

 

Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

As of April 30, 2024, the Funds had the following cash balances participating in the BBH CMS:

 

Fund    
Seafarer Overseas Growth and Income Fund  $137,684,415 
Seafarer Overseas Value Fund   1,534,192 

 

As of April 30, 2024, the Funds had the following foreign cash balances participating in the BBH CMS (cost and value of foreign cash balances are equal):

 

Fund     
Seafarer Overseas Growth and Income Fund  $ 
Seafarer Overseas Value Fund    

 

Foreign Securities

 

The Funds may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate foreign currency, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

 

Foreign Currency Translation

 

Values of investments denominated in foreign currencies are converted into U.S. dollars using the current exchange rates each business day (generally 4:00 p.m. Eastern Time). Purchases and sales of investments and dividend income are translated into U.S. dollars using the current prevailing exchange rate on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized gains or losses on securities is reflected as a component of such gains or losses. Transactions in foreign denominated assets may involve greater risks than domestic transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds 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 fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

 

Foreign Currency Spot Contracts

 

Each Fund may enter into foreign currency spot contracts to facilitate transactions in foreign securities or to convert foreign currency receipts into U.S. dollars. A foreign currency spot contract is an agreement between two parties to buy and sell currencies at the current market rate, for settlement generally within two business days. The U.S. dollar value of a contract is determined using current currency exchange rates supplied by a pricing service. The contract is marked-to-market daily for settlements beyond one day and any change in market value is recorded as an unrealized gain or loss. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value on the open and close dates. Losses may arise from changes in the value of the foreign currency, or if the counterparties do not perform under the contract’s terms. The maximum potential loss from such contracts is the aggregate face value in U.S. dollars at the time the contract was opened.

 

Trust Expenses

 

Some expenses of the Trust can be directly attributed to the Funds. Expenses that cannot be directly attributed to the Funds are apportioned among all funds in the Trust based on the average daily net assets of each fund.

 

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Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

Fund and Class Expenses

 

Expenses that are specific to a Fund or class of shares of a Fund, including shareholder servicing fees, are charged directly to that Fund or share class. Expenses that are common to all Funds are generally allocated among the Funds in proportion to their average daily net assets.

 

Income Taxes

 

Each Fund complies with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and intends to distribute substantially all of its net taxable income and net capital gains, if any, each year so that it will not be subject to excise tax on undistributed income and gains. The Funds are not subject to income taxes to the extent such distributions are made.

 

As of and during the year ended April 30, 2024, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to tax liabilities as income tax expense in the Statements of Operations. The Funds file U.S. federal, state, and local tax returns as required. The Funds’ tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing due date of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

 

Distributions to Shareholders

 

In general, the Seafarer Overseas Growth and Income Fund’s policy is to distribute to its shareholders substantially all net investment income paid out via semi-annual dividends, in June and December. The Seafarer Overseas Value Fund’s policy is to distribute to its shareholders substantially all net investment income via one annual dividend in December. It is also each Fund’s policy to distribute annually all net realized short-term and long-term capital gains, if any, after offsetting any capital loss carryovers. Income dividend distributions are derived from dividends and other income each Fund receives from its investments, including short-term capital gains. Long-term capital gain distributions are derived from gains realized when a Fund sells a security it has owned for more than one year. Each Fund may make additional distributions at other times if the Fund believes doing so may be necessary for the Fund to share tax obligations more ratably and more equitably across shareholders over time.

 

3. Tax Basis Information

 

Reclassifications

 

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily attributable to equalization and non-deductible excise tax paid. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. As of April 30, 2024, permanent differences in book and tax accounting were reclassified. These differences had no effect on net assets and were primarily attributed to equalization and non-deductible excise tax paid. The reclassifications were as follows:

 

Fund  Paid-in Capital   Distributable
Earnings
 
Seafarer Overseas Growth and Income Fund  $168,801   $(168,801)
Seafarer Overseas Value Fund   25,942    (25,942)

 

Annual Report – April 30, 2024 41

 

 

Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

Tax Basis of Investments

 

As of April 30, 2024, the aggregate cost of investments, gross unrealized appreciation/(depreciation), and net unrealized appreciation/(depreciation) for federal income tax purposes were as follows:

 

Fund  Cost of
Investments
   Gross
Unrealized
Appreciation
   Gross Unrealized
Depreciation
   Net
Appreciation/
(Depreciation)
on Foreign
Currencies
   Net Unrealized
Appreciation/
(Depreciation)
 
Seafarer Overseas Growth and Income Fund              
   $3,216,165,172   $354,278,749   $(368,827,748)  $(3,366,829)  $(17,915,828)
Seafarer Overseas Value Fund              
    84,960,381    17,458,495    (8,449,247)   (68,475)   8,940,773 

 

The differences between book-basis and tax-basis are primarily due to the deferral of losses from wash sales and passive foreign investment companies (PFICs).

 

Components of Distributable Earnings

 

As of April 30, 2024, components of distributable earnings were as follows:

 

Seafarer Overseas Growth and Income Fund    
Accumulated net investment income  $48,262,491 
Accumulated net realized loss   (75,248,710)
Net unrealized depreciation on investments   (17,915,828)
Total distributable earnings  $(44,902,047)
      
Seafarer Overseas Value Fund     
Accumulated net investment income  $1,844,891 
Accumulated net realized loss   (932,794)
Net unrealized appreciation on investments   8,940,773 
Total distributable earnings  $9,852,870 

 

Capital Losses

 

Seafarer Overseas Growth and Income Fund 

Under current law, capital losses maintain their character as short-term or long-term and are carried forward to the next tax year without expiration. As of the current fiscal year end, the following amounts are available as carry forwards to the next tax year: Short Term $17,720,712 and Long Term $57,527,998.

 

Seafarer Overseas Value Fund 

Under current law, capital losses maintain their character as short-term or long-term and are carried forward to the next tax year without expiration. As of the current fiscal year end, the following amount is available as a carry forward to the next tax year: Long Term $815,432.

 

The Seafarer Overseas Value Fund elects to defer to the period ending April 30, 2025, capital losses recognized during the period November 1, 2023 through April 30, 2024 in the amount of $117,362.

 

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Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

Tax Basis of Distributions to Shareholders

 

The character of distributions made during the fiscal year from net investment income or net realized gains may differ from the ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain is recorded by a Fund.

 

The tax character of distributions paid by the Funds for the fiscal year ended April 30, 2024 was as follows:

 

Fund  Ordinary Income   Long-Term Capital
Gain
 
Seafarer Overseas Growth and Income Fund  $57,012,453   $        – 
Seafarer Overseas Value Fund   2,707,078     

 

The tax character of distributions paid by the Funds for the fiscal year ended April 30, 2023 was as follows:

 

Fund  Ordinary Income   Long-Term Capital
Gain
 
Seafarer Overseas Growth and Income Fund  $33,023,314   $21,870,163 
Seafarer Overseas Value Fund   1,044,266     

 

4. Securities Transactions

 

The cost of purchases and proceeds from sales of securities excluding short-term securities during the year ended April 30, 2024 were as follows:

 

Fund  Purchases of
Securities
   Proceeds from Sales
of Securities
 
Seafarer Overseas Growth and Income Fund  $1,134,447,362   $124,885,143 
Seafarer Overseas Value Fund   19,168,161    2,353,946 

 

5. Shares of Beneficial Interest

 

The capitalization of the Trust consists of an unlimited number of shares of beneficial interest with no par value per share. Holders of shares of the Funds of the Trust have one vote for each share held and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are transferable and redeemable at the option of the shareholder. Purchasers of the shares do not have any obligation to make payments to the Trust or its creditors solely by reason of the purchasers’ ownership of the shares. Shares have no pre-emptive rights.

 

6. Borrowings

 

On March 16, 2023, the Funds entered into a Credit Agreement with the Funds' custodian, Brown Brothers Harriman & Co. (“BBH”). On March 15, 2024, the Credit Agreement was renewed between the Funds and BBH. The Credit Agreement has a termination date of March 14, 2025. Under the terms of the Credit Agreement, the Seafarer Overseas Growth and Income Fund and the Seafarer Overseas Value Fund are collectively allowed to borrow up to $50,000,000. The borrowing of each Fund is several and not joint and subject to a 10:1 collateral-to-debt ratio. The collateral for the Credit Agreement is the assets of each Fund. Interest is charged at a rate of the higher of the Federal Funds Rate or the

 

Annual Report – April 30, 2024 43

 

 

Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

Adjusted Term Secured Overnight Financing Rate (SOFR) plus an applicable margin of 2%. For the year ended April 30, 2024, the Funds did not have outstanding borrowings.

 

7. Management and Related Party Transactions

 

The Adviser, subject to the authority of the Board, is responsible for the overall management and administration of the Funds’ business affairs. The Adviser manages the investments of the Funds in accordance with the Funds’ investment objectives, policies, limitations and investment guidelines established jointly by the Adviser and the Trustees. Pursuant to the investment advisory agreement, the Funds, in the aggregate, pay the Adviser an annual management fee of 0.75% of the aggregate average daily net assets of the Funds up to $1.5 billion and 0.70% of the aggregate average daily net assets of the Funds over $1.5 billion. Each Fund pays the Adviser a monthly fee at the annual rate using the applicable management fee calculated based on the Fund’s pro rata share of the Funds’ combined average daily net assets.

 

Effective September 1, 2015, the Adviser contractually, through successive one-year agreements, agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waiver / Expense Reimbursements (inclusive of acquired fund fees and expenses, and exclusive of brokerage expenses, interest expense, taxes and extraordinary expenses) to 1.15% and 1.05% of a Fund’s average daily net assets for the Investor and Institutional share classes, respectively. The current agreement (the “Expense Agreement”) shall continue at least through August 31, 2024. The Adviser will be permitted to recapture, on a class-by-class basis, expenses it has reimbursed through the Expense Agreement to the extent that a Fund’s expenses in later periods fall below the annual rates set forth in the Expense Agreement; provided, however, that such recapture payments do not cause the Fund’s expense ratio (after recapture) to exceed the lesser of (i) the expense cap in effect at the time of the waiver and (ii) the expense cap in effect at the time of the recapture. Notwithstanding the foregoing, the Fund will not be obligated to pay any such fees and expenses more than three years after the date on which the fees or expenses were deferred. This agreement may not be terminated or modified prior to August 31, 2024, except with the approval of the Funds’ Board. During the year ended April 30, 2024, the Adviser agreed that it will only seek to recoup waived management fees and will not recoup any reimbursed expenses. As of April 30, 2024, the Adviser had recouped all available waived management fees from the Seafarer Overseas Growth and Income Fund.

 

For the year ended April 30, 2024, the fee waivers and/or reimbursements were as follows for the Seafarer Overseas Value Fund:

 

Fund  Fees Waived/
Reimbursed By
Adviser
   Recoupment of Past
Waived Fees By
Adviser
 
Seafarer Overseas Value Fund          
Investor Class  $930   $1,788 
Institutional Class   22,768    16,075 

 

As of April 30, 2024 the balances of recoupable expenses for each class were as follows for the Funds:

 

Fund  Expires
2025
   Expires
2026
   Expires
2027
   Total 
Seafarer Overseas Growth and Income Fund                    
Investor Class  $   $   $   $ 
Institutional Class                
Seafarer Overseas Value Fund                    
Investor Class  $26   $699   $930   $1,655 
Institutional Class   110,036    80,143    22,768    212,947 

 

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Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

Fund Administrator

 

ALPS Fund Services, Inc. (“ALPS” and the “Administrator”) provides administrative, fund accounting and other services to the Funds under the Administration, Bookkeeping and Pricing Services Agreement with the Trust. Officers of the Trust are employees of ALPS.

 

The Funds’ administrative fee is accrued on a daily basis and paid monthly. The Administrator is also reimbursed by the Funds for certain out-of-pocket expenses. Administrative fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Transfer Agent

 

ALPS serves as transfer, dividend paying and shareholder servicing agent for the Funds (“Transfer Agent”). ALPS is paid an annual base fee per Fund and a fee based on the number of shareholder accounts. The Transfer Agent is also reimbursed by the Funds for certain out-of-pocket expenses.

 

Transfer agent fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Compliance Services

ALPS provides compliance services to the Funds under the Chief Compliance Officer Services Agreement with the Trust. ALPS provides services that assist the Trust’s chief compliance officer in monitoring and testing the policies and procedures of the Trust in accordance with the requirements of Rule 38a-1 under the 1940 Act. ALPS is paid an annual base fee and is reimbursed for certain out-of-pocket expenses. Compliance service fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Principal Financial Officer

ALPS provides principal financial officer services to the Funds under the Principal Financial Officer Services Agreement with the Trust. Under this Agreement, ALPS is paid an annual base fee and is reimbursed for certain out-of-pocket expenses. Principal financial officer fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Distributor

ALPS Distributors, Inc. (“ADI” or the “Distributor”) (an affiliate of ALPS) acts as the distributor of the Funds’ shares pursuant to the Distribution Agreement with the Trust. Under a side letter agreement, the Adviser pays ADI an annual base fee per Fund for the distribution services. The Adviser also reimburses ADI for certain out-of-pocket expenses. Shares are sold on a continuous basis by ADI as agent for the Funds, and ADI has agreed to use its best efforts to solicit orders for the sale of the Funds’ shares, although it is not obliged to sell any particular amount of shares. ADI is registered as a broker-dealer with the U.S. Securities and Exchange Commission.

 

Shareholder Service Plan for Investor Class and Institutional Class Shares

Each Fund has adopted a Shareholder Services Plan (a “Services Plan”) for each of its share classes. Under the Services Plan, each Fund is authorized to enter into shareholder service agreements with investment advisers, financial institutions and other service providers (“Participating Organizations”) to maintain and provide certain administrative and servicing functions in relation to the accounts of shareholders. Shareholder service arrangements typically include processing orders for shares, generating account and confirmation statements, sub-accounting, account maintenance, tax reporting, and disbursing cash dividends as well as other investment or administrative services required for a particular Participating Organizations’ products, programs, platform and accounts. The Services Plan will cause each Fund to pay an aggregate fee, not to exceed on an annual basis 0.15% and 0.05% of the average daily net asset value of the Investor and Institutional share classes, respectively. Such payments will be made on assets attributable to or held in the name of a Participating Organization, on behalf of its

 

Annual Report – April 30, 2024 45

 

 

Seafarer Funds Notes to Financial Statements

 

April 30, 2024

 

clients as compensation for providing service activities pursuant to an agreement with the Participating Organization. Participating Organizations may charge less than the maximum fees described above, and therefore the Funds may pay less than those maximum fees. Shareholder Services Plan fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Trustees

The fees and expenses of the Trustees of the Board are presented in the Statements of Operations.

 

8. Indemnifications

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that may contain general indemnification clauses, which may permit indemnification to the extent permissible under the applicable law. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

 

9. Regulatory Update

The U.S. Securities and Exchange Commission ("SEC") adopted rule and form amendments that will change the format and content of the Funds’ annual and semi-annual reports. Certain information, including the financial statements, will not appear in the Funds’ new tailored shareholder reports but will be available online, delivered free of charge upon request, and filed on a semi-annual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, the Trust is evaluating the impact of this rule and form amendment changes.

 

10. Subsequent Event

Subsequent events after the date of the Statements of Assets and Liabilities have been evaluated through the date the Financial Statements were issued. Management has determined there were no subsequent events to report through the issuance of these Financial Statements.

 

46 (855) 732-9220 seafarerfunds.com

 

 

Seafarer Funds Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and Board of Trustees of Financial Investors Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Seafarer Funds, comprising Seafarer Overseas Growth and Income Fund and Seafarer Overseas Value Fund (the “Funds”), each a series of Financial Investors Trust, as of April 30, 2024, the related statements of operations and changes in net assets and the financial highlights for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of April 30, 2024, the results of their operations, the changes in net assets, and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Funds’ financial statements and financial highlights for the years ended April 30, 2023, and prior, were audited by other auditors whose report dated June 29, 2023, expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audit. 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 Funds 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 audit 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 audit 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 April 30, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audit 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 audit provides a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2024.

 

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

June 28, 2024

 

Annual Report – April 30, 2024 47

 

 

Seafarer Funds Additional Information

 

April 30, 2024 (Unaudited)

 

ADDITIONAL INFORMATION

 

1. Fund Holdings

 

The Funds file their complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Funds’ Form N-PORT reports are available on the Commission’s Web site at www.sec.gov. The Funds’ Form N-PORT reports are also available upon request by calling toll-free (855) 732-9220.

 

2. Fund Proxy Voting Policies, Procedures and Summaries

 

The Funds’ policies and procedures used in determining how to vote proxies and information regarding how the Funds voted proxies relating to portfolio securities during the most recent prior 12-month period ended June 30 are available without charge, (1) upon request, by calling toll-free (855) 732-9220 and (2) on the SEC’s website at www.sec.gov.

 

3. Index Provider Disclosure

 

The Seafarer Funds are not sponsored, endorsed, sold, or promoted by Morningstar, Inc. Morningstar, Inc. makes no representation or warranty, express or implied, to the shareholders of the Funds or any member of the public regarding the advisability of investing in the Funds or the ability of the Morningstar Emerging Markets Net Return U.S. Dollar Index to track general equity market performance of emerging markets.

 

Source for Bloomberg Emerging Markets Large, Mid, and Small Cap Net Return USD Index: Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). Bloomberg or Bloomberg’s licensors own all proprietary rights in the Bloomberg Indices. Neither Bloomberg nor Bloomberg’s licensors approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

 

4. Change in Auditor

 

Effective as of the close of business on March 13, 2024, Deloitte & Touche LLP (“Deloitte”) resigned as the independent registered public accounting firm for the Funds. The report of Deloitte on the Funds' financial statements as of and for the fiscal year ended April 30, 2023 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles.

 

During the Funds' most recent fiscal year, and through March 13, 2024, there were no disagreements between the Funds and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of the Funds for such year. During the Funds' fiscal year ended April 30, 2023, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

 

During each Fund's fiscal year ended April 30, 2023 and the subsequent interim period through March 13, 2024, neither the Funds, nor anyone on their behalf, consulted with Deloitte, on behalf of the Funds, regarding any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

 

48 (855) 732-9220 seafarerfunds.com

 

 

Seafarer Funds Additional Information

 

April 30, 2024 (Unaudited)

 

On March 13, 2024, upon the recommendation of the Funds' Audit Committee, the Board of Trustees of the Funds approved the engagement of Cohen & Company, Ltd. (“Cohen”) as the independent registered public accounting firm for each Fund for the fiscal year ending April 30, 2024. The Board and its Audit Committee considered the engagement of Cohen in connection with the resignation of the Funds' former independent registered accounting firm on March 13, 2024.

 

5. Tax Designations (Unaudited)

 

The Funds designate the following as a percentage of taxable ordinary income distributions, or up to the maximum amount allowable, for the calendar year ended December 31, 2023:

 

  Dividends
Received
Deduction
Qualified Dividend Income
Seafarer Overseas Growth and Income Fund - 49.09%
Seafarer Overseas Value Fund - 29.81%

 

In early 2024, if applicable, shareholders of record received this information for the distributions paid to them by the Funds during the calendar year 2023 via Form 1099. The Funds will notify shareholders in early 2025 of amounts paid to them by the Funds, if any, during the calendar year 2024.

 

The Funds hereby designate the following numbers as long-term capital gain distributions:

 

  Long Term Capital Gain Distributions
Seafarer Overseas Growth and Income Fund -
Seafarer Overseas Value Fund -

 

The Seafarer Overseas Growth and Income Fund and the Seafarer Overseas Value Fund designate foreign taxes paid in the amounts of $5,838,201 and $102,256 and foreign source income in the amounts of $97,277,634 and $4,019,409, respectively, for federal income tax purposes for the year ended April 30, 2024.

 

Please consult a tax advisor if you have questions about federal or state income tax laws, or how to prepare your tax returns.

 

Annual Report – April 30, 2024 49

 

 

Seafarer Funds Approval of Fund Advisory Agreement

 

April 30, 2024 (Unaudited)

 

SEAFARER FUNDS APPROVAL OF FUND ADVISORY AGREEMENT

 

On December 12, 2023, the Trustees met in person to discuss, among other things, the renewal of the Investment Advisory Agreement between Seafarer Capital Partners, LLC (“Seafarer”) and the Trust, with respect to the Seafarer Overseas Growth and Income Fund and the Seafarer Overseas Value Fund (together, the “Seafarer Funds”), dated January 30, 2012, as amended (the “Seafarer Investment Advisory Agreement”), in accordance with Section 15(c) of the 1940 Act. In renewing and approving the Seafarer Investment Advisory Agreement, the Trustees, including the Independent Trustees, considered the following factors with respect to the Seafarer Funds:

 

Investment Advisory Fee Rate:

 

The Trustees reviewed and considered the contractual annual advisory fees paid by the Trust, on behalf of the Seafarer Funds, to Seafarer, of 0.75% of the aggregate average daily net assets of the Funds up to $1.5 billion and 0.70% of the aggregate average daily net assets of the Funds over $1.5 billion, in light of the extent and quality of the advisory services provided by Seafarer to each of the Seafarer Funds.

 

The Board received and considered information including a comparison of the contractual advisory fee rate of the Investor Class and Institutional Class of each Seafarer Fund with those of funds in the peer group of funds provided by an independent provider of investment company data (the “Data Provider”). The Trustees noted that the contractual advisory fee rate of each Class of each Seafarer Fund was lower than the Data Provider peer group median.

 

Total Net Expense Ratios:

 

The Trustees further reviewed and considered that the total net expense ratio of each Class of each Seafarer Fund was lower than the Data Provider peer group median. Rule 12b-1 fees in peer group funds were excluded for the purpose of the comparison.

 

Nature, Extent, and Quality of the Services under the Investment Advisory Agreement:

 

The Trustees received and considered information regarding the nature, extent, and quality of services provided to the Seafarer Funds under the Seafarer Investment Advisory Agreement. The Trustees reviewed certain background materials supplied by Seafarer in its presentation, including its Form ADV.

 

The Trustees reviewed and considered Seafarer’s investment advisory personnel, its history as an asset manager, and its performance and the amount of assets currently under management by Seafarer. The Trustees also reviewed the research and decision-making processes utilized by Seafarer, including the methods adopted to seek to achieve compliance with the investment objectives, policies, and restrictions of the Seafarer Funds.

 

The Trustees considered the background and experience of Seafarer’s management in connection with the Seafarer Funds, including reviewing the qualifications, backgrounds, and responsibilities of the management team primarily responsible for the day-to-day portfolio management of each Seafarer Fund and the extent of the resources devoted to research and analysis of actual and potential investments.

 

The Trustees also reviewed, among other things, Seafarer’s insider trading policies and procedures and its Code of Ethics.

 

50 (855) 732-9220 seafarerfunds.com

 

 

Seafarer Funds Approval of Fund Advisory Agreement

 

April 30, 2024 (Unaudited)

 

Performance:

 

The Trustees reviewed performance information for each Class of the Seafarer Funds for the 1-year, 3-year, 5-year, 10-year and since inception periods ended September 30, 2023, as applicable. That review included a comparison of each Seafarer Fund’s performance to the performance of a group of comparable funds selected by the Data Provider. The Trustees noted that both Classes of each Seafarer Fund outperformed its peer group median over the 3-year, 5-year, 10-year, and since inception periods, as applicable. The Trustees also considered Seafarer’s discussion of its reputation generally and its investment techniques, risk management controls, and decision-making processes.

 

Comparable Accounts:

 

The Trustees noted that Seafarer’s only clients were the Seafarer Funds.

 

Profitability:

 

The Trustees received and considered a profitability analysis prepared by Seafarer based on the fees payable under the Seafarer Investment Advisory Agreement.

 

Economies of Scale:

 

The Trustees considered whether economies of scale in the provision of services to the Seafarer Funds have been or would be passed along to the shareholders under the proposed agreement.

 

Other Benefits to the Adviser:

 

The Trustees reviewed and considered any other incidental benefits derived or to be derived by Seafarer from its relationship with the Seafarer Funds, including whether soft dollar arrangements were used.

 

The Trustees, including all of the Independent Trustees, concluded that:

 

the contractual advisory fee rate of each Class of both Seafarer Funds was lower than the Data Provider peer group median;

the total net expense ratio of each Class of both Seafarer Funds was lower than the Data Provider peer group median;

the nature, extent, and quality of services rendered by Seafarer under the Seafarer Investment Advisory Agreement with respect to each Seafarer Fund were adequate;

for the periods ended September 30, 2023, in the independent analysis prepared by the Data Provider, each Class of each Seafarer Fund outperformed the Data Provider peer group median for each of the 3-year, 5-year, 10-year and since inception periods, as applicable;

Seafarer had no other accounts with comparable investment objectives and strategies to the Seafarer Funds;

the profit, if any, realized by Seafarer in connection with the operation of any of the Seafarer Funds is not unreasonable; and

there were no material economies of scale or other incidental benefits accruing to Seafarer in connection with its relationship with any of the Seafarer Funds.

 

Based on the Trustees’ deliberations and their evaluation of the information described above, the Trustees, including all of the Independent Trustees, concluded that Seafarer’s compensation for investment advisory services is consistent with the best interests of each of the Seafarer Funds and their shareholders.

 

Annual Report – April 30, 2024 51

 

 

Seafarer Funds Liquidity Risk Management Program

 

April 30, 2024 (Unaudited)

 

LIQUIDITY RISK MANAGEMENT PROGRAM

 

The Financial Investors Trust (the “Trust”) has established a liquidity risk management program (the “Program”) to govern the Trust's approach to managing liquidity risk for each fund in the Trust (each a “Fund”). The Program is overseen by the Liquidity Committee (the “Committee”), a committee comprised of representatives of the Trust's investment advisers, sub-advisers, and Officers of the Trust. The Trust's Board of Trustees (the “Board”) has approved the designation of the Committee to oversee the Program.

 

The Program's principal objectives include supporting each Fund's compliance with limits on investments in illiquid assets and mitigating the risk that a Fund will be unable to meet its redemption obligations in a timely manner. The Program also includes a number of elements that support the management and assessment of liquidity risk, including a periodic assessment of factors that influence a Fund's liquidity and the periodic classification and re-classification of the Fund's investments into groupings that reflect the Committee's assessment of their relative liquidity under current market conditions.

 

At a meeting of the Board held on March 12, 2024, the Trustees received a report from the Committee regarding the design and operational effectiveness of the Program during the calendar year 2023. The Committee determined, and reported to the Board, that the Program is reasonably designed to assess and manage each Fund's liquidity risk and has operated adequately and effectively to manage each Fund's liquidity risk since implementation.

 

The Committee reported that during the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders. Among other things, the Board noted that the Funds are not required to have a highly liquid investment minimum based on their liquidity classifications. The Board further noted that no material changes have been made to the Program since its implementation.

 

52 (855) 732-9220 seafarerfunds.com

 

 

Seafarer Funds Trustees and Officers

 

April 30, 2024 (Unaudited)

 

Additional information regarding the Funds’ trustees is included in the Statement of Additional Information, which can be obtained without charge at seafarerfunds.com or by calling 855-732-9220.

 

INDEPENDENT TRUSTEES

 

Name,
Address*
& Year of
Birth
Position(s)
Held with
Fund
Term of Office**
and Length of Time
Served
Principal Occupation(s)
During Past 5 Years***
Number of
Funds in
Fund
Complex
Overseen by
Trustee
Other
Directorships Held
by Trustee During
Past 5 Years***
Mary K.
Anstine,
1940
Trustee Since 1997 Ms. Anstine is Trustee/Director of AV Hunter Trust and Colorado Uplift Board. 16  Ms. Anstine is a Trustee of ALPS ETF Trust (24 funds); ALPS Variable Investment Trust (7 funds); Reaves Utility Income Fund (1 fund); and Segall Bryant & Hamill Trust through December 2020 (14 funds).

 

Annual Report – April 30, 2024 53

 

 

Seafarer Funds Trustees and Officers

 

April 30, 2024 (Unaudited)

 

Name,
Address*
& Year of
Birth
Position(s)
Held with
Fund
Term of Office**
and Length of Time
Served
Principal Occupation(s)
During Past 5 Years***
Number of
Funds in
Fund
Complex
Overseen by
Trustee
Other
Directorships Held
by Trustee During
Past 5 Years***
Edmund J.
Burke,
1961
Trustee Since 2009 Mr. Burke joined ALPS in 1991 and served as the President and Director of ALPS Holdings, Inc., and ALPS Advisors, Inc., and Director of ALPS Distributors, Inc., ALPS Fund Services, Inc. (“ALPS”), and ALPS Portfolio Solutions Distributor, Inc. (collectively, the “ALPS Companies”). Mr. Burke retired from the ALPS Companies in June 2019. Mr. Burke is currently a partner at ETF Action, a web-based system that provides data and analytics to registered investment advisers, (since 2020) and a Director of Blue Biofuels (since 2020) and Alliance Bioenergy Plus, Inc., a technology company focused on emerging technologies in the renewable energy, biofuels, and bioplastics technology sectors (since 2020). 16 Mr. Burke is a Trustee of ALPS ETF Trust (24 funds); Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); Clough Funds Trust (1 fund); Liberty All-Star Equity Fund (1 fund); and Director of the Liberty All- Star Growth Fund, Inc. (1 fund).
Jeremy W.
Deems,
1976
Trustee Since 2009 Mr. Deems is the Co-Founder and Chief Financial Officer of Green Alpha Advisors, LLC, a registered investment advisor, and Co-Portfolio Manager of the AXS Green Alpha ETF. 16 Mr. Deems is a Trustee of ALPS ETF Trust (24 funds); ALPS Variable Investment Trust (7 funds); Reaves Utility Income Fund (1 Fund); and Clough Funds Trust (1 fund).

 

54 (855) 732-9220 seafarerfunds.com

 

 

Seafarer Funds Trustees and Officers

 

April 30, 2024 (Unaudited)

 

Name,
Address*
& Year of
Birth
Position(s)
Held with
Fund
Term of Office**
and Length of Time
Served
Principal Occupation(s)
During Past 5 Years***
Number of
Funds in
Fund
Complex
Overseen by
Trustee
Other
Directorships Held
by Trustee During
Past 5 Years***
Jerry G.
Rutledge,
1944
Trustee Since 2009 Mr. Rutledge is the President and owner of Rutledge’s Inc., a retail clothing business. 16 Mr. Rutledge is a Trustee of Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); and Principal Real Estate Income Fund (1 fund).
Michael
“Ross”
Shell,
1970
Trustee and Chairman Trustee Since 2009; Chairman Since 2024 Mr. Shell is Founder of Red Idea, LLC, a strategic consulting/early stage venture firm (since June 2008). He is currently CEO of TalkBox, a phone/privacy booth company and key venture of Red Idea, LLC (since 2023) and a board member of DLVR, a package security company (since 2018). Mr. Shell serves on the Finance Committee serving the Board of Directors of Children’s Hospital of Colorado (since 2023) and served on the Advisory Board, St. Vrain School District Innovation Center (from 2015-2018). Mr. Shell graduated with honors from Stanford University with a degree in Political Science. 16 None.

 

Annual Report – April 30, 2024 55

 

 

Seafarer Funds Trustees and Officers

 

April 30, 2024 (Unaudited)

 

OFFICERS

 

Name,
Address* &
Year of Birth
Position(s)
Held with
Fund
Term of Office**
and Length of
Time Served
Principal Occupation(s)
During Past 5 Years***
Lucas Foss,
1977
President Since 2022 Mr. Foss rejoined ALPS in November 2017 and is currently Senior Director and Fund Chief Compliance Officer. Prior to his current role, Mr. Foss served as the Director of Compliance at Transamerica Asset Management (2015-2017) and Deputy Chief Compliance Officer at ALPS (2012-2015). Mr. Foss is President of ALPS Series Trust and Chief Compliance Officer of Clough Global Funds; Clough Funds Trust; MVP Private Markets Funds; Bluerock Total Income + Real Estate Fund; Bluerock High Income Institutional Credit Fund; SPDR® S&P 500® ETF Trust, SPDR® Dow Jones® Industrial Average ETF Trust, SPDR® S&P MIDCAP 400® ETF Trust.
Jennell
Panella,
1974
Treasurer Since 2020 Ms. Panella joined ALPS in June 2012 and is currently Fund Controller of ALPS Fund Services, Inc. Prior to joining ALPS, Ms. Panella served as Financial Reporting Manager for Parker Global Strategies, LLC (2009-2012).
Ted Uhl,
1974
Chief Compliance Officer (“CCO”) Since 2010 Mr. Uhl joined ALPS in October 2006, and is currently Deputy Compliance Officer of ALPS. Prior to his current role, Mr. Uhl served as Senior Risk Manager for ALPS from October 2006 until June 2010. Before joining ALPS, Mr. Uhl served a Sr. Analyst with Enenbach and Associates (RIA), and a Sr. Financial Analyst at Sprint. Because of his position with ALPS, Mr. Uhl is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Uhl is also CCO of Alpha Alternative Asset Fund, Centre Funds, GraniteShares ETF Trust, Reaves Utility Income Fund and XAI Octagon Floating Rate & Alternative Income Term Trust. Mr. Uhl formerly served as CCO of the Boulder Growth & Income Fund, Inc., Index Funds and Reality Shares ETF Trust.
Sheri
Zetterower,
1963
Assistant Secretary Since 2023 Ms. Zetterower rejoined ALPS in August 2022 and is currently a Senior Paralegal of ALPS Fund Services, Inc. Prior to her current role, Ms. Zetterower worked at Ultimus Fund Solutions, Inc. (November 2020 – August 2022) and ALPS Fund Services, Inc. (April 2013 – October 2020).
Benjamin
Winograd,
1993
Assistant Secretary Since 2023 Mr. Winograd joined ALPS in June 2023 and is currently Principal Legal Counsel. Prior to joining ALPS, Mr. Winograd was the Director of Enforcement at AdvisorLaw (law firm) from February 2020-August 2022. He also serves as Assistant Secretary of AVIT.

 

*All communications to Trustees and Officers may be directed to Financial Investors Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustees successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex includes all series of the Trust, currently 16, and any other investment companies for which Seafarer Capital Partners, LLC provides investment advisory services (currently none).

 

56 (855) 732-9220 seafarerfunds.com

 

 

Seafarer Funds Privacy Policy

 

April 30, 2024 (Unaudited)

 

FACTS WHAT DO THE FUNDS DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

●        Social Security number and account transactions

●        Account balances and transaction history

●        Wire transfer instructions

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Funds choose to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
Do we share: Can you limit
this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No
For our marketing purposes — to offer our products and services to you No We do not share.
For joint marketing with other financial companies No We do not share.
For our affiliates’ everyday business purposes — information about your transactions and experiences Yes No
For our affiliates’ everyday business purposes — information about your creditworthiness No We do not share.
For nonaffiliates to market to you No We do not share.

 

Annual Report – April 30, 2024 57

 

 

Seafarer Funds Privacy Policy

 

April 30, 2024 (Unaudited)

 

Who We Are  
Who is providing this notice? Seafarer Overseas Growth and Income Fund and Seafarer Overseas Value Fund.
What We Do  
How do the Funds protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How do the Funds collect my personal information?

We collect your personal information, for example, when you

 

●        open an account

●        provide account information or give us your contact information

●        make a wire transfer or deposit money

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

●        sharing for affiliates’ everyday business purposes-information about your creditworthiness

●        affiliates from using your information to market to you

●        sharing for non-affiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

   
Definitions  
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
Non-affiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

●        The Funds do not share with non-affiliates so they can market to you.

Joint marketing

A formal agreement between non-affiliated financial companies that together market financial products or services to you.

 

●        The Funds do not jointly market.

   
Other Important Information  
California Residents If your account has a California home address, your personal information will not be disclosed to nonaffiliated third parties except as permitted by applicable California law, and we will limit sharing such personal information with our affiliates to comply with California privacy laws that apply to us.
Vermont Residents The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and nonaffiliated third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or other affiliated companies unless you provide us with your written consent to share such information.

 

58 (855) 732-9220  seafarerfunds.com

 

 

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Table of Contents

 

Contents Page
Shareholder Letter 1
Fund Overview  
Vulcan Value Partners Fund 5
Vulcan Value Partners Small Cap Fund 9
Disclosure of Fund Expenses  
Vulcan Value Partners Fund 7
Vulcan Value Partners Small Cap Fund 11
Statements of Investments  
Vulcan Value Partners Fund 13
Vulcan Value Partners Small Cap Fund 16
Statements of Assets and Liabilities 19
Statements of Operations 21
Statements of Changes in Net Assets  
Vulcan Value Partners Fund 22
Vulcan Value Partners Small Cap Fund 23
Financial Highlights  
Vulcan Value Partners Fund 24
Vulcan Value Partners Small Cap Fund 28
Notes to Financial Statements 32
Report of Independent Registered Public Accounting Firm 44
Additional Information 45
Disclosure Regarding Approval of Fund Advisory Agreements 47
Liquidity Risk Management Program 50
Trustees and Officers 51
Privacy Policy 54

 
 

Shareholder Letter

 

April 30, 2024 (Unaudited)

 

PORTFOLIO REVIEW (as of April 30, 2024)

 

General

Vulcan Value Partners Fund Investor Class returned 32.68% versus 13.42% for the Russell 1000® Value Index, the Fund’s primary benchmark, and 22.66% for the S&P 500® Index, the Fund’s secondary benchmark, for the fiscal year ended April 30, 2024. The Vulcan Value Partners Small Cap Fund Investor Class returned 6.11% versus 14.03% for the Russell 2000® Value Index, the Fund’s primary benchmark, and 13.32% for the Russell 2000® Index, the Fund’s secondary benchmark, for the fiscal year ended April 30, 2024.

 

As we have often said, we place no weight on short-term results, good or bad. In fact, we have made and will continue to make decisions that could negatively impact short-term performance when we think we can improve our long-term returns and lower risk.

 

In the discussion that follows, we generally define material contributors and detractors as companies having a greater than 1% impact on a Fund’s portfolio.

 

Vulcan Value Partners Fund Review

In the following discussion, we highlight a few holdings in the Vulcan Value Partners Fund. There were twelve material contributors over the one-year period ending April 30, 2024. The material contributors include TransDigm Group Inc., Amazon.com Inc., KKR & Co. Inc., Alphabet Inc., Carlyle Group Inc., Ares Management Corp., Salesforce Inc., Jones Lang LaSalle Inc., Microsoft Corp., Applied Materials Inc., Qorvo Inc., and CoStar Group Inc. There we no material detractors over the same period.

 

TransDigm Group Inc. was a material contributor during the period. TransDigm is an aerospace company making original equipment manufacturer and aftermarket parts for commercial and military aircraft. Approximately 90% of its net sales are from proprietary parts. The company reported what we feel are strong results at the end of 2023 and released strong guidance for the fiscal year 2024. The company also announced a $1.4B acquisition and a $35 per share special dividend. Global air traffic is nearing pre-pandemic levels, and in our view, the company continues to deliver strong performance.

 

While not a material detractor, Diageo plc was the largest detractor for the period. Diageo is a global spirits and beer producer with over 200 brands, including Johnnie Walker, Crown Royal, Guinness, Smirnoff, Baileys, Don Julio, and Casamigos. Diageo’s spirits segment generates more than 80% of the company’s revenue, and the spirits segment has been taking share from beer and wine over the last decade. The company is diversified across geographies, brands, and alcohol categories. In our opinion, Diageo has strong margins and high returns on invested capital. Its management team has what we feel is an excellent track record for brand and product innovation, moving into high-growth categories at the right time. In our view, the company has pricing power and performs well during recessions. Additionally, the premiumization trend has been a tailwind to Diageo’s revenue, and we believe this trend will continue, driven by an expanding global middle class and preference for higher quality spirits.

 

The Fund purchased Bureau Veritas SA during the period. Bureau Veritas is one of the world’s largest providers of testing, inspection, and certification (TIC) services. It provides services that should ensure its customers’ products comply with regulatory requirements and certification

 

Annual Report | April 30, 2024 1

 
 

Shareholder Letter

 

April 30, 2024 (Unaudited)

 

standards, as well as meet proper quality and safety thresholds. The cost of its services generally represents well under 1% of the total value of the product. Based on information from Bureau Veritas, the company has over 80,000 employees in 140 countries and serves over 400,000 clients in a wide array of end markets, including industrial production, buildings and infrastructure, shipping and offshore infrastructure, agriculture, and consumer goods. Exiting the period, we believe the business is stable and is experiencing long-term tailwinds from increasing regulation, complex consumer products, outsourcing, reshoring and nearshoring of supply chains, growth in renewable energy production, and a growing global middle class. Bureau Veritas has been on our MVP list for approximately a decade, and we believe concerns around macroeconomic downturn gave the Fund the opportunity to purchase it at a discount to our estimate of intrinsic value.

 

The Fund sold Lam Research Corp. during the period. Lam Research designs and manufactures equipment used in the fabrication of semiconductors. In our opinion, Lam is a wonderful business with great long-term prospects. We feel the company has shown tremendous financial resilience against what is currently a challenging industry backdrop. After a significant increase in its stock price over the last year, our margin of safety narrowed. We followed our discipline and sold the Fund’s position to reallocate capital into businesses with larger discounts.

 

Vulcan Value Partners Small Cap Fund Review

In the discussion that follows, we highlight a few holdings in the Vulcan Value Partners Small Cap Fund. Material contributors over the one-year period ending April 30, 2024 include Medpace Holdings Inc., Park Hotels & Resorts Inc., MillerKnoll Inc., Acuity Brands Inc., Ituran Location and Control Ltd., and Virtus Investment Partners Inc. Material detractors over the same period include Sealed Air Corp. and Victoria plc.

 

Medpace Holdings was a material contributor during the period. Medpace Holdings is a full service, clinical contract research organization. It provides outsourced drug development services to small and mid-sized biotechnology firms. During the period, Medpace reported strong metrics around new business, revenue, earnings, and free cash flow. We believe the company has a healthy balance sheet with no debt, a growing free cash flow coupon, and a highly aligned management team.

 

Victoria plc was a material detractor during the period. Victoria plc is a designer, manufacturer, and distributor of flooring and accessories focused on middle and high-end markets. It is the UK’s largest manufacturer of carpet and Europe’s largest manufacturer of soft flooring. The Fund originally purchased this position in the second quarter of 2021. After strong performance during COVID, the global flooring market and the company have slowed considerably due to the sharp increase in interest rates. In addition, Victoria made several acquisitions that we believe are promising in the long term but have also been negatively impacted by the industry downturn in the short run. As a result, Victoria’s leverage ratios have increased. We believe the company’s sustainable earning power to be significantly higher than its current results and that the business will inevitably recover. Having considered various scenarios over the coming years, we believe that the company’s shares are significantly discounted even under extremely pessimistic operating forecasts. We are watching this situation closely, and we will continue to exercise our discipline.

 

The Fund purchased Crown Holdings during the period. Crown Holdings is the second largest manufacturer of aluminum beverage cans globally. The beverage can industry is a consolidated and rational industry with high barriers to entry. We believe the industry structure, scale, and

 

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Shareholder Letter 

 

April 30, 2024 (Unaudited)

 

long-term contracts with inflationary pass-throughs result in solid and stable margins, high returns on capital, and robust free cash flow. In addition, aluminum cans are taking share from other substrates, most notably plastic, as aluminum is considered a more sustainable product. This transition to aluminum is driving volume growth for Crown. Recently, demand for its products has been weak due to macro factors. We expect growth to normalize over time.

 

The Fund sold Core & Main Inc. during the period. In our view, Core & Main was a great investment for the Fund. Core & Main is a national distributor of water, wastewater, storm drainage, and fire protection products to municipalities and contractors across municipal, residential, and non-residential end markets. During the time the Fund owned the company, it generated over $1 billion of free cash flow which represented 19% of the market cap at the entry of the Fund’s investment. While our value grew materially over our holding period, the company’s stock price grew more quickly than our value and our margin of safety narrowed. We followed our discipline and reallocated capital to more discounted names. Core & Main remains on our MVP list, and we would be happy to own the company again.

 

Closing

We appreciate the confidence you have placed in us. Your stable capital, invested alongside our own, provides a foundation that allows us to make sound, long-term investment decisions that lower risk and provide the opportunity to achieve superior long-term results. You, our client-partners, are one of our most important competitive advantages.

 

C.T. Fitzpatrick

Chief Investment Officer

Vulcan Value Partners, LLC

 

Annual Report | April 30, 2024 3

 
 

Shareholder Letter

 

April 30, 2024 (Unaudited)

 

Past performance does not guarantee future results. The Funds’ prices fluctuate as the underlying assets have exposure to market fluctuations and other risks, as described in the Funds’ prospectus. Please call 877.421.5078 to obtain current performance information and for the current prospectus and statement of additional information. This material must be preceded or accompanied by a prospectus. Please read the prospectus carefully before investing.

 

The views of the Vulcan Value Partners, LLC and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect the writer's current views. The views expressed represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the Funds or any securities or any sectors mentioned in this letter. The subject matter contained in this letter has been derived from several sources believed to be reliable and accurate at the time of compilation. Neither Vulcan Value Partners, LLC nor the Funds accept any liability for losses either direct or consequential caused by the use of this information.

 

The Funds are distributed by ALPS Distributors, Inc.

 

The Funds are subject to investment risks, including possible loss of the principal amount invested and therefore is not suitable for all investors. The Funds may not achieve their objectives.

 

Margin of Safety is a favorable difference between the price of a company’s shares and the estimated fair value of those shares.

 

An investor should consider investment objectives, risks, charges, and expenses carefully before investing. To obtain a prospectus, containing this and other information, visit https://vulcanvaluepartners.com/mutual-funds/ or call 1.877.421.5078. Please read carefully before investing.

 

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Fund Overview

 

April 30, 2024 (Unaudited)

 

VULCAN VALUE PARTNERS FUND

 

Annualized Total Returns (as of April 30, 2024)

 

            Since Expense Ratios(1)
  6 Month 1 Year 3 Year 5 Year 10 Year Inception* Total Net(2)
Vulcan Value Partners Fund
- Investor Class Shares(3)
31.03% 32.68% (0.27%) 8.79% 8.58% 10.91% 1.08% 1.08%
Vulcan Value Partners Fund
- Institutional Class Shares
31.16% 32.94% (0.05%) 9.06% 1.13% 0.85%
S&P 500® Total Return Index(4) 20.98% 22.66% 8.06% 13.19% 12.41% 13.18%    
Russell 1000® Value Index(5) 18.42% 13.42% 5.17% 8.60% 8.43% 10.50%    

 

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month-end performance data, please call 1.877-421-5078.

 

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

 

Subject to investment risks, including possible loss of the principal amount invested.

 

Returns for periods less than 1 year are cumulative.

 

*Inception Dates – Investor Class Shares: December 30, 2009, Institutional Class Shares: May 1, 2019

(1)Ratios as of the Prospectus dated August 31, 2023 and may differ from the ratios presented in the Financial Highlights.

(2)Vulcan Value Partners, LLC (“Vulcan” or the “Adviser”) has contractually agreed to limit the Fund’s total annual fund operating expenses (exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and extraordinary expenses) to 1.25% and 0.85% of the Fund’s average daily net assets with respect to Investor Class shares and Institutional Class shares, respectively. This agreement (the “Expense Agreement”) is in effect through August 31, 2024. The Adviser will be permitted to recapture expenses it has borne through the Expense Agreements to the extent that the Fund's expenses in later periods fall below the annual rates set forth in the Expense Agreements or in previous letter agreements; provided, however, that such recapture payments do not cause the Fund's expense ratio (after recapture) to exceed the lesser of (i) the expense cap in effect at the time of the waiver and (ii) the expense cap in effect at the time of the recapture. Notwithstanding the foregoing, the Fund will not be obligated to pay any such deferred fees and expenses more than three years after the date on which the fee and expenses were deferred. The Adviser may not discontinue or modify this waiver prior to August 31, 2024, without the approval by the Fund's Board of Trustees.

(3)The initial share class of the Fund was redesignated as Investor Class shares effective April 23, 2019.

(4)The S&P 500® Total Return Index is an unmanaged index of 500 common stocks chosen for market size, liquidity and industry group representation. It is a market-value weighted index. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly in the Index.

(5)The Russell 1000® Value Index is presented here as an additional index, and measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000® companies with lower price-to-book ratios and lower expected growth values. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly in the Index.

 

Annual Report | April 30, 2024 5

 
 

Fund Overview

 

April 30, 2024 (Unaudited)

 

Growth of $10,000 Initial Investment (for the period ended April 30, 2024)

 

 

 

The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Investing in the Fund is subject to investment risks, including possible loss of the principal amount invested.

 

Industry Allocation (as a % of Net Assets)*

 

 

 

Top Ten Holdings (as a % of Net Assets)*  

 

TransDigm Group, Inc. 5.37%
Jones Lang LaSalle, Inc. 4.93%
Carlyle Group, Inc. 4.92%
KKR & Co., Inc. 4.91%
Amazon.com, Inc. 4.87%
Alphabet, Inc. 4.83%
Elevance Health, Inc. 4.82%
Qorvo, Inc. 4.35%
Ares Management Corp. 4.24%
Skyworks Solutions, Inc. 4.18%
Top Ten Holdings 47.42%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

 

6 www.vulcanvaluepartners.com

 
 

Disclosure of Fund Expenses

 

April 30, 2024 (Unaudited)

 

As a shareholder of the Vulcan Value Partners Fund (the “Fund”), you will incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other fund operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on November 1, 2023 and held until April 30, 2024.

 

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

 

Hypothetical Example for Comparison Purposes. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on 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 this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

 

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

 

Annual Report | April 30, 2024 7

 

Disclosure of Fund Expenses
April 30, 2024 (Unaudited)

 

Vulcan Value Partners Fund

 

   Beginning
Account Value
11/1/23
   Ending
Account Value
4/30/24
   Expense
Ratio(a)
   Expenses Paid
During period
11/1/23 - 4/30/24(b)
 
VULCAN VALUE PARTNERS FUND                    
Investor Class                    
Actual  $1,000.00   $1,310.30    1.08%  $6.20 
Hypothetical (5% return before expenses)  $1,000.00   $1,019.49    1.08%  $5.42 
Institutional Class                    
Actual  $1,000.00   $1,311.60    0.85%  $4.89 
Hypothetical (5% return before expenses)  $1,000.00   $1,020.64    0.85%  $4.27 

 

(a)The Fund's expense ratios have been annualized based on the Fund's most recent fiscal half-year expenses.

(b)Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182)/366 (to reflect the half-year period).

 

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Fund Overview
April 30, 2024 (Unaudited)

 

VULCAN VALUE PARTNERS SMALL CAP FUND

 

Annualized Total Returns (as of April 30, 2024)

 

            Since Expense Ratios(1)
  6 Month 1 Year 3 Year 5 Year 10 Year Inception* Total Net(2)
Vulcan Value Partners Small Cap Fund
– Investor Class Shares(3)
17.45% 6.11% (10.69%) (0.47%) 3.07% 7.83% 1.26% 1.25%
Vulcan Value Partners Small Cap Fund
– Institutional Class Shares
17.56% 6.33% (10.47%) (0.07%) 1.31% 1.00%
Russell 2000® Value Index(4) 18.09% 14.03% (0.67%) 5.96% 6.45% 8.94%    
Russell 2000® Index(5) 19.66% 13.32% (3.18%) 5.83% 7.22% 9.73%    

 

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance data may be higher or lower than actual data quoted. For the most current month-end performance data, please call 1.877-421-5078.

 

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

 

Subject to investment risks, including possible loss of the principal amount invested. Returns for periods less than 1 year are cumulative.

 

*Inception Dates – Investor Class Shares: December 30, 2009, Institutional Class Shares: May 1, 2019

(1)Ratios as of the Prospectus dated August 31, 2023 and may differ from the ratios presented in the Financial Highlights.

(2)Vulcan Value Partners, LLC (“Vulcan” or the “Adviser”) has contractually agreed to limit the Fund’s total annual fund operating expenses (exclusive of Acquired Fund Fees and Expenses, brokerage expenses, interest expense, taxes and extraordinary expenses) to 1.25% and 1.00% of the Fund’s average daily net assets with respect to Investor Class shares and Institutional Class shares, respectively. This agreement (the “Expense Agreement”) is in effect through August 31, 2024. The Adviser will be permitted to recapture expenses it has borne through the Expense Agreements to the extent that the Fund's expenses in later periods fall below the annual rates set forth in the Expense Agreements or in previous letter agreements; provided, however, that such recapture payments do not cause the Fund's expense ratio (after recapture) to exceed the lesser of (i) the expense cap in effect at the time of the waiver and (ii) the expense cap in effect at the time of the recapture. Notwithstanding the foregoing, the Fund will not be obligated to pay any such deferred fees and expenses more than three years after the date on which the fee and expenses were deferred. The Adviser may not discontinue or modify this waiver prior to August 31, 2024 without the approval by the Fund's Board of Trustees.

(3)The initial share class of the Fund was redesignated as Investor Class shares effective April 23, 2019.

(4)The Russell 2000® Value Index is presented here as the primary index, and measures the performance of small-cap value segment of the U.S.equity universe. It includes those Russell 2000® companies with lower price-to-book ratios and lower forecasted growth values. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly in the Index.

(5)The Russell 2000® Index is presented here as an additional index, and measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 8% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Index is not actively managed and does not reflect any deductions for fees, expenses or taxes. An investor may not invest directly in the Index.

 

Annual Report | April 30, 2024 9
 
 
Fund Overview
April 30, 2024 (Unaudited)

 

Growth of $10,000 Initial Investment (for the period ended April 30, 2024)

 

 

 

The chart above represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Past performance does not guarantee future results. This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Investing in the Fund is subject to investment risks, including possible loss of the principal amount invested.

 

Industry Allocation (as a % of Net Assets)*

 

 

 

Top Ten Holdings (as a % of Net Assets)*

 

Ibstock PLC 5.59%
Ituran Location and Control, Ltd. 5.26%
Premium Brands Holdings Corp. 5.11%
Littelfuse, Inc. 5.00%
Sdiptech AB 4.88%
ISS A/S 4.57%
Qorvo, Inc. 4.56%
ABM Industries, Inc. 4.44%
Savills PLC 4.30%
Cushman & Wakefield PLC 4.29%
Top Ten Holdings 48.00%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

 

10 www.vulcanvaluepartners.com
 
 
Disclosure of Fund Expenses
April 30, 2024 (Unaudited)

 

As a shareholder of the Vulcan Value Partners Small Cap Fund (the “Fund”), you will incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other fund operating expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested on November 1, 2023 and held until April 30, 2024.

 

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

 

Hypothetical Example for Comparison Purposes. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on 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 this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

 

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

 

Annual Report | April 30, 2024 11
 
 
Disclosure of Fund Expenses
April 30, 2024 (Unaudited)

 

Vulcan Value Partners Small Cap Fund

 

   Beginning
Account Value
11/1/23
   Ending
Account Value
4/30/24
   Expense
Ratio(a)
   Expenses Paid
During period
11/1/23 - 4/30/24(b)
 
VULCAN VALUE PARTNERS SMALL CAP FUND                    
Investor Class                    
Actual  $1,000.00   $1,174.50    1.25%  $6.76 
Hypothetical (5% return before expenses)  $1,000.00   $1,018.65    1.25%  $6.27 
Institutional Class                    
Actual  $1,000.00   $1,175.60    1.00%  $5.41 
Hypothetical (5% return before expenses)  $1,000.00   $1,019.89    1.00%  $5.02 

 

(a)The Fund's expense ratios have been annualized based on the Fund's most recent fiscal half-year expenses.

(b)Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182)/366 (to reflect the half-year period).

 

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Vulcan Value Partners Fund Statement of Investments
  April 30, 2024

 

   Shares   Value (Note 2)  
COMMON STOCKS (99.43%)          
Communications (13.87%)          
Internet (9.70%)          
Alphabet, Inc., Class C   201,220   $33,128,862 
Amazon.com, Inc.(a)   191,070    33,437,250 
         66,566,112 
           
Telecommunications (4.17%)          
Nice, Ltd.   128,157    28,644,371 
           
TOTAL COMMUNICATIONS        95,210,483 
           
Consumer, Cyclical (9.91%)          
Entertainment (3.12%)          
Live Nation Entertainment, Inc.(a)   240,597    21,391,479 
           
Lodging (1.72%)          
InterContinental Hotels Group PLC, ADR   66,077    6,498,673 
Marriott International, Inc., Class A   22,437    5,298,048 
         11,796,721 
           
Retail (5.07%)          
CarMax, Inc.(a)   303,254    20,612,175 
Starbucks Corp.   160,321    14,186,805 
         34,798,980 
           
TOTAL CONSUMER, CYCLICAL        67,987,180 
           
Consumer, Non-cyclical (16.66%)          
Beverages (2.79%)          
Diageo PLC   553,167    19,184,483 
           
Commercial Services (5.07%)          
Bureau Veritas SA   343,072    10,039,203 
CoStar Group, Inc.(a)   270,232    24,734,335 
         34,773,538 
           
Healthcare-Products (1.59%)          
Abbott Laboratories   102,910    10,905,373 
           
Healthcare-Services (7.21%)          
Elevance Health, Inc.   62,605    33,091,751 
UnitedHealth Group, Inc.   33,829    16,363,087 
         49,454,838 
           
TOTAL CONSUMER, NON-CYCLICAL        114,318,232 

 

Annual Report | April 30, 2024 13
 
 
Statement of Investments Vulcan Value Partners Fund
April 30, 2024  

 

   Shares   Value (Note 2) 
Financial (28.84%)        
Diversified Financial Services (11.19%)          
Ares Management Corp., Class A   218,756   $29,114,236 
Mastercard, Inc., Class A   54,065    24,394,128 
Visa, Inc., Class A   86,649    23,274,788 
         76,783,152 
           
Private Equity (9.83%)          
Carlyle Group, Inc.   754,450    33,799,360 
KKR & Co., Inc., Class A   361,936    33,685,383 
         67,484,743 
           
Real Estate (7.82%)          
CBRE Group, Inc., Class A(a)   228,732    19,874,523 
Jones Lang LaSalle, Inc.(a)   187,084    33,806,081 
         53,680,604 
           
TOTAL FINANCIAL        197,948,499 
           
Industrial (8.61%)          
Aerospace/Defense (8.61%)          
HEICO Corp., Class A   133,977    22,220,086 
TransDigm Group, Inc.   29,542    36,869,302 
         59,089,388 
           
TOTAL INDUSTRIAL        59,089,388 
           
Technology (21.54%)          
Semiconductors (8.53%)          
Qorvo, Inc.(a)   255,383    29,838,949 
Skyworks Solutions, Inc.   269,350    28,710,016 
         58,548,965 
           
Software (13.01%)          
Fiserv, Inc.(a)   119,287    18,211,546 
Microsoft Corp.   68,726    26,757,093 
Salesforce, Inc.   72,255    19,432,260 
SS&C Technologies Holdings, Inc.   402,619    24,918,090 
         89,318,989 
           
TOTAL TECHNOLOGY        147,867,954 
           
TOTAL COMMON STOCKS          
(Cost $452,438,918)        682,421,736 

 

14 www.vulcanvaluepartners.com
 
 
Vulcan Value Partners Fund Statement of Investments
  April 30, 2024

 

   7-Day Yield   Shares   Value (Note 2) 
SHORT TERM INVESTMENTS (1.06%)               
Money Market Fund (1.06%)               
Invesco Government & Agency Portfolio, Institutional Class   5.240%   7,245,191   $7,245,191 
                
TOTAL SHORT TERM INVESTMENTS               
(Cost $7,245,191)             7,245,191 
                
TOTAL INVESTMENTS (100.49%)               
(Cost $459,684,109)            $689,666,927 
                
Liabilities In Excess Of Other Assets (-0.49%)             (3,344,691)
                
NET ASSETS (100.00%)            $686,322,236 

 

(a)Non-Income Producing Security.

 

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 as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percentage of net assets.

 

See Accompanying Notes to Financial Statements.

 

Annual Report | April 30, 2024 15
 
 
Statement of Investments Vulcan Value Partners Small Cap Fund
April 30, 2024  

 

   Shares   Value (Note 2) 
COMMON STOCKS (98.64%)          
Consumer, Cyclical (6.08%)          
Home Furnishings (4.09%)          
MillerKnoll, Inc.   497,864   $12,660,682 
           
Leisure Time (1.99%)          
Planet Fitness, Inc., Class A(a)   103,060    6,167,110 
           
TOTAL CONSUMER, CYCLICAL        18,827,792 
           
Consumer, Non-cyclical (32.77%)          
Commercial Services (25.67%)          
ABM Industries, Inc.   314,424    13,740,329 
Colliers International Group, Inc.   124,619    12,965,361 
Dun & Bradstreet Corp.   1,326,973    12,075,454 
ISS A/S   754,011    14,154,766 
PROG Holdings, Inc.   398,167    13,235,071 
Savills PLC   983,919    13,302,682 
         79,473,663 
           
Food (5.11%)          
Premium Brands Holdings Corp.   241,572    15,828,130 
           
Healthcare-Services (1.99%)          
Medpace Holdings, Inc.(a)   15,872    6,163,891 
           
TOTAL CONSUMER, NON-CYCLICAL        101,465,684 
           
Financial (9.98%)          
Diversified Financial Services (3.72%)          
Virtus Investment Partners, Inc.   52,605    11,537,329 
           
Real Estate (4.29%)          
Cushman & Wakefield PLC(a)   1,375,692    13,275,428 
           
REITS (1.97%)          
Park Hotels & Resorts, Inc.   377,480    6,088,752 
           
TOTAL FINANCIAL        30,901,509 
           
Industrial (36.45%)          
Building Materials (13.94%)          
Forterra PLC(b)   4,614,418    9,490,725 
Ibstock PLC(b)   9,348,270    17,311,395 
SmartRent, Inc.(a)   4,528,101    10,505,194 

 

16 www.vulcanvaluepartners.com
 
 
Vulcan Value Partners Small Cap Fund Statement of Investments
  April 30, 2024

 

   Shares   Value (Note 2) 
Industrial (continued)          
Building Materials (continued)          
Victoria PLC(a)(c)   2,401,302   $5,851,052 
         43,158,366 
           
Electrical Components & Equipment (8.99%)          
Acuity Brands, Inc.   12,338    3,063,525 
EnerSys   102,688    9,288,130 
Littelfuse, Inc.   67,146    15,486,553 
         27,838,208 
           
Electronics (5.26%)          
Ituran Location and Control, Ltd.   633,921    16,279,091 
           
Manufactured Goods (2.93%)          
Timken Co.   101,767    9,079,652 
           
Packaging&Containers (5.33%)          
Crown Holdings, Inc.   82,109    6,738,686 
Sealed Air Corp.   310,906    9,787,321 
         16,526,007 
           
TOTAL INDUSTRIAL        112,881,324 
           
Technology (13.36%)          
Computers (8.80%)          
Genpact, Ltd.   394,861    12,138,027 
Sdiptech AB, Class B(a)   586,388    15,100,805 
         27,238,832 
           
Semiconductors (4.56%)          
Qorvo, Inc.(a)   120,882    14,123,853 
           
TOTAL TECHNOLOGY        41,362,685 
           
TOTAL COMMON STOCKS          
(Cost $318,943,613)        305,438,994 

 

Annual Report | April 30, 2024 17
 
 
Statement of Investments Vulcan Value Partners Small Cap Fund
April 30, 2024  

 

   7-Day Yield   Shares   Value (Note 2) 
SHORT TERM INVESTMENTS (1.27%)               
Money Market Fund (1.27%)               
Invesco Government & Agency Portfolio, Institutional Class   5.240%   3,940,511   $3,940,511 
                
TOTAL SHORT TERM INVESTMENTS               
(Cost $3,940,511)             3,940,511 
                
TOTAL INVESTMENTS (99.91%)               
(Cost $322,884,124)            $309,379,505 
                
Other Assets In Excess Of Liabilities (0.09%)             275,475 
                
NET ASSETS (100.00%)            $309,654,980 

 

(a)Non-Income Producing Security.

(b)Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities are not restricted and may normally be sold to qualified institutional buyers in transactions exempt from registration. Total fair value of Rule 144A securities amounts to $26,802,120, which represents 8.66% of net assets as of April 30, 2024.

(c)As of April 30, 2024 the security was deemed illiquid. Total value of such security is $5,851,052 representing 1.89% of net assets.

 

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 as defined by Fund management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. Industries are shown as a percentage of net assets.

 

See Accompanying Notes to Financial Statements.

 

18 www.vulcanvaluepartners.com
 
 
Statements of Assets and Liabilities
April 30, 2024

 

   Vulcan Value Partners
Fund
   Vulcan Value Partners
Small Cap Fund
 
ASSETS:        
Investments, at value  $689,666,927   $309,379,505 
Cash   32,889    18,896 
Receivable for investments sold   3,176,744     
Receivable for shares sold   33,980    26,951 
Dividends receivable   286,759    432,433 
Other assets   490,512    184,562 
Total assets   693,687,811    310,042,347 
           
LIABILITIES:          
Payable for investments purchased   1,099,343     
Payable for shares redeemed   5,686,440    67,105 
Payable to adviser   443,755    217,099 
Payable for administration fees   24,680    13,003 
Payable for transfer agency fees   47,958    31,942 
Payable for delegated transfer agent equivalent services fees   310    318 
Payable for professional fees   30,507    26,458 
Payable for principal financial officer fees   1,038    431 
Accrued expenses and other liabilities   31,545    31,011 
Total liabilities   7,365,576    387,367 
NET ASSETS  $686,322,235   $309,654,980 
           
NET ASSETS CONSIST OF:          
           
Paid-in capital (Note 5)  $672,064,677   $704,823,153 
Total distributable earnings   14,257,558    (395,168,173)
NET ASSETS  $686,322,235   $309,654,980 
           
INVESTMENTS, AT COST  $459,684,109   $322,884,124 

 

See Accompanying Notes to Financial Statements.

Annual Report | April 30, 2024 19

 

 

Statements of Assets and Liabilities
April 30, 2024

 

   Vulcan Value Partners
Fund
   Vulcan Value Partners
Small Cap Fund
 
PRICING OF SHARES:        
Investor Class:          
Net Asset Value, offering and redemption price per share  $25.21   $11.49 
Net Assets  $170,237,908   $48,711,097 
Shares of beneficial interest outstanding (unlimited number of shares, no par value common stock authorized)   6,752,971    4,240,277 
Institutional Class:          
Net Asset Value, offering and redemption price per share   25.40    11.62 
Net Assets   516,084,327    260,943,883 
Shares of beneficial interest outstanding (unlimited number of shares, no par value common stock authorized)   20,314,796    22,459,471 

 

See Accompanying Notes to Financial Statements.

20 www.vulcanvaluepartners.com

 

 

Statements of Operations
For the Year Ended April 30, 2024

 

   Vulcan Value Partners
Fund
   Vulcan Value Partners
Small Cap Fund
 
INVESTMENT INCOME:          
Dividends  $8,539,063   $6,405,906 
Foreign taxes withheld       (312,952)
Total investment income   8,539,063    6,092,954 
           
EXPENSES:          
Investment advisory fees (Note 6)   8,125,821    4,290,227 
Administrative fees   315,789    153,754 
Transfer agency fees   85,916    87,076 
Delegated transfer agent equivalent services fees          
Investor Class   12,805    6,613 
Institutional Class   362,071    193,559 
Professional fees   42,503    33,537 
Custodian fees   51,238    30,182 
Principal financial officer fees   11,935    5,384 
Trustee fees and expenses   9,376    26,756 
Other   76,537    60,225 
Total expenses before waiver   9,093,991    4,887,313 
Less fees waived/reimbursed by investment adviser (Note 6)          
Investor Class       (10,654)
Institutional Class   (1,693,410)   (1,009,848)
Total net expenses   7,400,581    3,866,811 
NET INVESTMENT INCOME   1,138,482    2,226,143 
           
Net realized gain/(loss) on investments(a)   195,676,192    (6,868,596)
Net realized gain/(loss) on foreign currency transactions   70    (63,313)
Net realized gain/(loss)   195,676,262    (6,931,909)
Net change in unrealized appreciation of investments   33,906,886    25,650,910 
Net change in unrealized depreciation on translation of assets and liabilities denominated in foreign currencies   (4,055)   (13,230)
Net change in unrealized appreciation   33,902,831    25,637,680 
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY   229,579,093    18,705,771 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $230,717,575   $20,931,914 

 

(a)See Note 2 for gain/(loss) on In-Kind transactions.

 

See Accompanying Notes to Financial Statements.

Annual Report | April 30, 2024 21

 

 

Statements of Changes in Net Assets Vulcan Value Partners Fund

 

   For the
Year Ended
April 30, 2024
   For the
Year Ended
April 30, 2023
 
OPERATIONS:        
Net investment income  $1,138,482   $1,748,148 
Net realized gain/(loss)   195,676,262    (324,191,527)
Net change in unrealized appreciation   33,902,831    248,102,739 
Net increase/(decrease) in net assets resulting from operations   230,717,575    (74,340,640)
           
DISTRIBUTIONS TO SHAREHOLDERS (Note 3):          
From distributable earnings          
Investor Class   (103,401)   (13,928,273)
Institutional Class   (1,196,649)   (35,401,136)
Net decrease in net assets from distributions   (1,300,050)   (49,329,409)
           
SHARE TRANSACTIONS (Note 5):          
Investor Class          
Proceeds from sales of shares   4,035,601    10,502,788 
Issued to shareholders in reinvestment of distributions   91,742    12,856,196 
Cost of shares redeemed   (128,229,453)   (187,167,100)
Institutional Class          
Proceeds from sales of shares   146,065,697    120,576,734 
Issued to shareholders in reinvestment of distributions   1,140,372    33,617,847 
Cost of shares redeemed   (495,617,376)   (341,125,529)
Net decrease from share transactions   (472,513,417)   (350,739,064)
           
Net decrease in net assets   (243,095,892)   (474,409,113)
           
NET ASSETS:          
Beginning of year   929,418,127    1,403,827,240 
End of year  $686,322,235   $929,418,127 

 

See Accompanying Notes to Financial Statements.

22 www.vulcanvaluepartners.com

 

 

Statements of Changes in Net Assets Vulcan Value Partners Small Cap Fund

 

   For the
Year Ended
April 30, 2024
   For the
Year Ended
April 30, 2023
 
OPERATIONS:        
Net investment income  $2,226,143   $2,124,969 
Net realized loss   (6,931,909)   (338,526,401)
Net change in unrealized appreciation   25,637,680    183,042,029 
Net increase/(decrease) in net assets resulting from operations   20,931,914    (153,359,403)
           
DISTRIBUTIONS TO SHAREHOLDERS (Note 3):          
From distributable earnings          
Investor Class   (197,522)   (14,357,975)
Institutional Class   (1,702,595)   (42,240,952)
Net decrease in net assets from distributions   (1,900,117)   (56,598,927)
           
SHARE TRANSACTIONS (Note 5):          
Investor Class          
Proceeds from sales of shares   4,850,934    12,041,666 
Issued to shareholders in reinvestment of distributions   175,315    12,472,069 
Cost of shares redeemed   (35,058,287)   (116,071,465)
Institutional Class          
Proceeds from sales of shares   63,581,936    187,809,773 
Issued to shareholders in reinvestment of distributions   1,373,221    31,035,572 
Cost of shares redeemed   (162,850,567)   (442,086,874)
Net decrease from share transactions   (127,927,448)   (314,799,259)
           
Net decrease in net assets   (108,895,651)   (524,757,589)
           
NET ASSETS:          
Beginning of year   418,550,631    943,308,220 
End of year  $309,654,980   $418,550,631 

 

See Accompanying Notes to Financial Statements.

Annual Report | April 30, 2024 23

 

 

Financial Highlights Vulcan Value Partners Fund
For a share outstanding throughout the years presented.  

 

Investor Class
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME/(LOSS) FROM OPERATIONS:
Net investment income/(loss)(a)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
 
LESS DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
From net realized gains on investments
Total distributions
 
Redemption fees added to paid-in capital
Increase/(decrease) in net asset value
NET ASSET VALUE, END OF YEAR
 
Total return
 
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of year (000's)
 
Ratio of expenses to average net assets without fee waivers/reimbursements
Ratio of expenses to average net assets including fee waivers/reimbursements
 
Net investment income/(loss) to average net assets including fee waivers/reimbursements
 
Portfolio turnover rate

 

(a)Per share numbers have been calculated using the average shares method.
(b)Less than $0.005 per share.

 

See Accompanying Notes to Financial Statements.

24 www.vulcanvaluepartners.com

 

 

Vulcan Value Partners Fund

 

 

For the Year
Ended April 30,
2024
   For the Year
Ended April 30,
2023
   For the Year
Ended April 30,
2022
   For the Year
Ended April 30,
2021
   For the Year
Ended April 30,
2020
 
$19.01   $20.74   $29.87   $19.50   $21.05 
                       
     0.00(b)   (0.16)   (0.14)   0.03 
 6.21    (0.74)   (5.75)   11.42    (0.53)
 6.21    (0.74)   (5.91)   11.28    (0.50)
                       
                       
 (0.01)           0.00(b)   0.00(b)
     (0.99)   (3.22)   (0.91)   (1.05)
 (0.01)   (0.99)   (3.22)   (0.91)   (1.05)
                       
             0.00(b)   0.00(b)
 6.20    (1.73)   (9.13)   10.37    (1.55)
$25.21   $19.01   $20.74   $29.87   $19.50 
                       
 32.68%   (2.99%)   (22.93%)   58.62%   (3.15%)
                       
                       
$170,238   $232,565   $437,470   $624,789   $500,309 
                       
 1.08%   1.08%   1.06%   1.08%   1.09%
 1.08%   1.08%   1.06%   1.08%   1.09%
                       
 (0.02%)   0.01%   (0.54%)   (0.57%)   0.12%
                       
 32%   40%   49%   67%   80%

 

See Accompanying Notes to Financial Statements.

Annual Report | April 30, 2024 25

 

 

Financial Highlights Vulcan Value Partners Fund

For a share outstanding throughout the years presented.

 

Institutional Class
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME/(LOSS) FROM OPERATIONS:
Net investment income/(loss)(a)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
 
LESS DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
From net realized gains on investments
Total distributions
 
Redemption fees added to paid-in capital
Increase/(decrease) in net asset value
NET ASSET VALUE, END OF YEAR
 
Total return
 
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of year (000's)
 
Ratio of expenses to average net assets without fee waivers/reimbursements
Ratio of expenses to average net assets including fee waivers/reimbursements
 
Net investment income/(loss) to average net assets including fee waivers/reimbursements
 
Portfolio turnover rate

 

(a)Per share numbers have been calculated using the average shares method.
(b)Less than $0.005 per share.
(c)Not Annualized.
(d)Annualized.

 

See Accompanying Notes to Financial Statements.

26www.vulcanvaluepartners.com

 

 

Vulcan Value Partners Fund

 

 

For the Year Ended
April 30, 2024
   For the Year Ended
April 30, 2023
   For the Year Ended
April 30, 2022
   For the Year Ended
April 30, 2021
   For the Period
May 1, 2019
(Inception) to
April 30, 2020
 
$19.15   $20.84   $29.93   $19.52   $21.02 
                       
 0.04    0.04    (0.10)   (0.09)   0.09 
 6.26    (0.74)   (5.77)   11.46    (0.51)
 6.30    (0.70)   (5.87)   11.37    (0.42)
                       
                       
 (0.05)           (0.05)   (0.03)
     (0.99)   (3.22)   (0.91)   (1.05)
 (0.05)   (0.99)   (3.22)   (0.96)   (1.08)
                       
             0.00(b)   0.00(b)
 6.25    (1.69)   (9.09)   10.41    (1.50)
$25.40   $19.15   $20.84   $29.93   $19.52 
                       
 32.94%   (2.78%)   (22.74%)   59.02%   (2.83%)(c)
                       
                       
$516,084   $696,853   $966,357   $1,147,175   $768,726 
                       
 1.13%   1.13%   1.11%   1.12%   1.14%(d)
 0.85%   0.85%   0.85%   0.85%   0.85%(d)
                       
 0.20%   0.23%   (0.34%)   (0.36%)   0.40%(d)
                       
 32%   40%   49%   67%   80%(c)

 

See Accompanying Notes to Financial Statements.

Annual Report | Annual Report 27

 

 

Financial Highlights Vulcan Value Partners Small Cap Fund

For a share outstanding throughout the years presented.

 

Investor Class
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME/(LOSS) FROM OPERATIONS:
Net investment income/(loss)(a)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
 
LESS DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
From net realized gains on investments
Total distributions
 
Redemption fees added to paid-in capital
Increase/(decrease) in net asset value
NET ASSET VALUE, END OF YEAR
 
Total return
 
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of year (000's)
 
Ratio of expenses to average net assets without fee waivers/reimbursements
Ratio of expenses to average net assets including fee waivers/reimbursements
 
Net investment income/(loss) to average net assets including fee waivers/reimbursements
 
Portfolio turnover rate

 

(a)Per share numbers have been calculated using the average shares method.
(b)Less than $0.005 per share.

 

See Accompanying Notes to Financial Statements.

28www.vulcanvaluepartners.com

 

 

Vulcan Value Partners Small Cap Fund

 

 

For the Year

Ended April 30,

2024

  

For the Year

Ended April 30,

2023

  

For the Year

Ended April 30,

2022

  

For the Year

Ended April 30,

2021

  

For the Year

Ended April 30,

2020

 
$10.87   $14.47   $22.62   $12.01   $17.31 
                       
 0.04    0.01    (0.10)   (0.10)   0.12 
 0.62    (2.18)   (3.22)   10.73    (4.57)
 0.66    (2.17)   (3.32)   10.63    (4.45)
                       
                       
 (0.04)           (0.02)   (0.08)
     (1.43)   (4.83)       (0.77)
 (0.04)   (1.43)   (4.83)   (0.02)   (0.85)
                       
             0.00(b)   0.00(b)
 0.62    (3.60)   (8.15)   10.61    (5.30)
$11.49   $10.87   $14.47   $22.62   $12.01 
                       
 6.11%   (14.39%)   (21.58%)   88.51%   (27.28%)
                       
                       
$48,711   $75,271   $221,910   $310,600   $153,249 
                       
 1.27%   1.26%   1.25%   1.25%   1.26%
 1.25%   1.25%   1.25%   1.25%   1.25%
                       
 0.38%   0.12%   (0.47%)   (0.65%)   0.75%
                       
 33%   26%   69%   75%   102%

 

See Accompanying Notes to Financial Statements.

Annual Report | April 30, 2024 29

 

 

Financial Highlights Vulcan Value Partners Small Cap Fund

For a share outstanding throughout the period or years presented.

 

Institutional Class
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME/(LOSS) FROM OPERATIONS:
Net investment income/(loss)(a)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
 
LESS DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
From net realized gains on investments
Total distributions
 
Redemption fees added to paid-in capital
Increase/(decrease) in net asset value
NET ASSET VALUE, END OF YEAR
 
Total return
 
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of year (000's)
 
Ratio of expenses to average net assets without fee waivers/reimbursements
Ratio of expenses to average net assets including fee waivers/reimbursements
 
Net investment income/(loss) to average net assets including fee waivers/reimbursements
 
Portfolio turnover rate

 

(a)Per share numbers have been calculated using the average shares method.
(b)Less than $0.005 per share.
(c)Not Annualized.
(d)Annualized.

 

See Accompanying Notes to Financial Statements.

30www.vulcanvaluepartners.com

 

 

Financial Highlights Vulcan Value Partners Small Cap Fund

 

For the Year Ended
April 30, 2024
   For the Year Ended
April 30, 2023
   For the Year Ended
April 30, 2022
   For the Year Ended
April 30, 2021
   For the Period
May 1, 2019
(Inception) to
April 30, 2020
 
$10.99   $14.57   $22.70   $12.03   $17.18 
                       
 0.07    0.05    (0.04)   (0.06)   0.12 
 0.62    (2.20)   (3.26)   10.77    (4.41)
 0.69    (2.15)   (3.30)   10.71    (4.29)
                       
                       
 (0.06)           (0.04)   (0.09)
     (1.43)   (4.83)       (0.77)
 (0.06)   (1.43)   (4.83)   (0.04)   (0.86)
                       
             0.00(b)   0.00(b)
 0.63    (3.58)   (8.13)   10.67    (5.15)
$11.62   $10.99   $14.57   $22.70   $12.03 
                       
 6.33%   (14.14%)   (21.40%)   89.07%   (26.56%)(c)
                       
                       
$260,944   $343,279   $721,399   $710,679   $247,629 
                       
 1.32%   1.31%   1.27%   1.29%   1.32%(d)
 1.00%   1.00%   1.00%   1.00%   1.00%(d)
                       
 0.64%   0.42%   (0.19%)   (0.39%)   0.76%(d)
                       
 33%   26%   69%   75%   102%(c)

 

See Accompanying Notes to Financial Statements.

Annual Report | April 30, 2024 31

 

 

Notes to Financial Statements

 

April 30, 2024

 

1. ORGANIZATION

 

 

Financial Investors Trust (the “Trust”) is organized as a Delaware statutory trust and is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust consists of multiple separate portfolios or series. This annual report describes the Vulcan Value Partners Fund and Vulcan Value Partners Small Cap Fund (each a “Fund” and collectively, the “Funds”). The Funds seek to achieve long-term capital appreciation. The Funds offer Investor Class and Institutional Class shares.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

 

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including policies specific to investment companies. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets resulting from operations during the period. Actual results could differ from those estimates. The Funds are considered an investment company for financial reporting purposes under U.S. GAAP and follow the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946 – “Financial Services – Investment Companies”. The following is a summary of significant accounting policies consistently followed by the Funds in preparation of their financial statements.

 

Investment Valuation: The Funds generally value their securities based on market prices determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern Time, on each day the NYSE is open for trading.

 

For equity securities and mutual funds that are traded on an exchange, the market price is usually the closing sale or official closing price on that exchange. In the case of equity securities not traded on an exchange, or if such closing prices are not otherwise available, the securities are valued at the mean of the most recent bid and ask prices on such day. Redeemable securities issued by open-end registered investment companies are valued at the investment company’s applicable net asset value, with the exception of exchange-traded open-end investment companies, which are priced as equity securities.

 

The market price for debt obligations is generally the quote supplied by an independent third-party pricing service utilized by the valuation designee which may use a matrix, formula or other objective method that takes into consideration quotations from dealers, market transactions in comparable investments, market indices and yield curves. If vendors are unable to supply a quote, or if the quote supplied is deemed to be unreliable, the market price may be determined using quotations received from one or more broker–dealers that make a market in the security.

 

Equity securities that are primarily traded on foreign securities exchanges are valued at the preceding closing values of such securities on their respective exchanges, except when an occurrence subsequent to the time a value was so established is likely to have changed such value. In such an event, the fair values of those securities are determined in good faith through consideration of other factors in accordance with procedures established by the valuation designee under the general supervision of the Board of Trustees of the Trust (the "Board" or the “Trustees”).

 

32www.vulcanvaluepartners.com
 
 

Notes to Financial Statements

 

April 30, 2024

 

When such prices or quotations are not available, or when Vulcan Value Partners, LLC (the “Adviser”) believes that they are unreliable, securities may be priced using fair value procedures utilized by the valuation designee.

 

Pursuant to Rule 2a-5 under the Investment Company Act of 1940, the Board has appointed the Adviser to serve as the Valuation Designee to perform fair value determinations for investments in the Funds. When such prices or quotations are not available, or when the Valuation Designee believes that they are unreliable, securities may be priced using fair value procedures utilized by the Valuation Designee. The fair valuation policies and procedures (“FV Procedures”) are utilized by the Valuation Designee for the fair valuation of portfolio assets held by the Funds in the event that (1) market quotations for the current price of a portfolio security or asset are not readily available, or (2)  available market quotations that would otherwise be used to value a portfolio security or asset in accordance with the Fund’s Pricing Procedures appear to be unreliable. The Pricing Procedures reflect certain pricing methodologies (or “logics”) that are not “readily available market quotations” and thus are viewed and treated as fair valuations. The Valuation Designee routinely meets to discuss fair valuations of portfolio securities and other instruments held by the Funds.

 

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 investments, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date;

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

Level 3 –  Significant unobservable prices or inputs (including the Funds’ 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.

 

Annual Report | April 30, 2024 33
 
 

Notes to Financial Statements 

 

April 30, 2024

 

The following is a summary of each input used to value each Fund’s investments as of April 30, 2024:

 

Vulcan Value Partners Fund:

 

       Level 2 - Other   Level 3 -     
   Level 1 -   Significant   Significant     
   Unadjusted   Observable   Unobservable     
Investments in Securities at Value  Quoted Prices   Inputs   Inputs   Total 
Common Stocks(a)  $682,421,736   $   $   $682,421,736 
Short Term Investments   7,245,191            7,245,191 
TOTAL  $689,666,927   $   $   $689,666,927 

 

Vulcan Value Partners Small Cap Fund:

 

       Level 2 - Other   Level 3 -     
   Level 1 -   Significant   Significant     
   Unadjusted   Observable   Unobservable     
Investments in Securities at Value  Quoted Prices   Inputs   Inputs   Total 
Common Stocks(a)  $305,438,994   $   $   $305,438,994 
Short Term Investments   3,940,511            3,940,511 
TOTAL  $309,379,505   $   $   $309,379,505 

 

(a)For detailed descriptions of the underlying industries, see the accompanying Statements of Investments.

 

For the year ended April 30, 2024, the Funds did not have any securities that used significant unobservable inputs (Level 3) in determining fair value. There were no transfers in/out of Level 3 securities during the year ended April 30, 2024.

 

Investment Transactions and Investment Income: Investment transactions are accounted for on the date the investments are purchased or sold (trade date). Realized gains and losses from investment transactions are reported on an identified cost basis, which is the same basis the Funds use for federal income tax purposes. Interest income, which includes accretion of discounts and amortization of premiums, is accrued and recorded as earned. Dividend income is recognized on the ex-dividend date or, for certain foreign securities, as soon as information is available to the Funds. Withholding taxes on foreign dividends are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statements of Operations. All of the realized and unrealized gains and losses and net investment income, are allocated daily to each class in proportion to its average daily net assets.

 

ReFlow Liquidity Program: Each Fund may participate in the ReFlow liquidity program, which is designed to provide an alternative liquidity source for mutual funds experiencing net redemptions of their shares. Pursuant to the program, ReFlow Fund, LLC (“ReFlow”) provides participating mutual funds with a source of cash to meet net shareholder redemptions by standing ready each business day to purchase fund shares up to the value of the net shares redeemed by other shareholders that are to settle the next business day. ReFlow will purchase shares of the Fund at net asset value and will not be subject to any investment minimums. Following purchases of Fund shares, ReFlow then generally redeems those shares when the Fund experiences net subscriptions, at the end of a maximum holding period determined by ReFlow (currently 28 days), or at other times as the Fund may request. ReFlow may choose to redeem its position in the Fund with an in-kind transfer of

 

34www.vulcanvaluepartners.com
 
 

Notes to Financial Statements

 

April 30, 2024

 

securities, instead of cash, enabling the Fund to avoid a realization of capital gains on the securities it transfers. ReFlow will not be subject to any short-term redemption fees. While ReFlow holds Fund shares, it will have the same rights and privileges with respect to those shares as any other shareholder. For use of the ReFlow service, a Fund pays a fee to ReFlow each time it purchases Fund shares, calculated by applying to the purchase amount a fee rate determined through an automated daily auction among participating mutual funds. The current minimum fee rate is 0.20% of the value of the Fund shares purchased by ReFlow although the Fund may submit a bid at a higher fee rate if it determines that doing so is in the best interest of Fund shareholders. In accordance with federal securities laws, ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of a Fund. There is no assurance that ReFlow will have sufficient funds available to meet the Funds’ liquidity needs on a particular day.

 

For the year ended April 30, 2024, ReFlow purchased 4,409,885 shares at a value of $96,291,084 and redeemed 4,409,885 shares at a value of $96,891,108 from the Vulcan Value Partners Fund.

 

For the year ended April 30, 2024, ReFlow purchased 1,178,240 shares at a value of $13,452,352 and redeemed 1,178,240 shares at a value of $13,282,138 from the Vulcan Value Partners Small Cap Fund.

 

Real Estate Investment Trusts (“REITs”): The Funds may invest a portion of their assets in REITs and are subject to certain risks associated with direct investment in REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. REITs depend generally on their ability to generate cash flow to make distributions to shareowners, and certain REITs have self-liquidation provisions by which mortgages held may be paid in full and distributions of capital returns may be made at any time. In addition, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended (the “Code”), or its failure to maintain exemption from registration under the 1940 Act. A Fund’s investments in REITs may result in such Fund’s receipt of cash in excess of the REITs’ earnings. If the Fund receives such distributions all or a portion of these distributions will constitute a return of capital to such Fund. Receiving a return of capital distribution from REITs will reduce the amount of income available to be distributed to Fund shareholders. Income from REITs generally will not be eligible for treatment as qualified dividend income. As the final character of the distributions is not known until reported by the REITs on their 1099s, the Funds utilize an average of the prior year’s reallocation information as an estimate for the current year character of distributions.

 

Foreign Securities: The Funds may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible reevaluation of currencies, the inability to repatriate foreign currency, less complete financial information about companies and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

 

Foreign Currency Translation: Values of investments denominated in foreign currencies are converted into U.S. dollars using the current exchange rates each business day (generally 4:00 p.m. Eastern Time). Purchases and sales of investments and dividend income are translated into U.S. dollars using the current prevailing exchange rate on the transaction date. The effect of changes in

 

Annual Report | April 30, 2024 35
 
 

Notes to Financial Statements

 

April 30, 2024

 

foreign exchange rates on realized and unrealized gains or losses on securities is reflected as a component of such gains or losses. Transactions in foreign denominated assets may involve greater risks than domestic transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds 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 fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

 

In-Kind Redemptions: During the year ended April 30, 2024, the Vulcan Value Partners Fund distributed portfolio securities rather than cash as payment for certain redemptions of fund shares (in-kind redemptions) in the amount of $94,038,412. For financial reporting purposes, the Vulcan Value Partners Fund recognized gains on the in-kind redemptions in the amount of $52,542,738. During the year ended April 30, 2024, the Vulcan Value Partners Small Cap Fund distributed portfolio securities rather than cash as payment for certain redemptions of fund shares (in-kind redemptions) in the amount of $10,879,632. For financial reporting purposes, the Vulcan Value Partners Small Cap Fund recognized gains on the in-kind redemptions in the amount of $4,173,937. For tax purposes, the gains are not recognized.

 

Trust Expenses: Some expenses of the Trust can be directly attributed to the Funds. Expenses which cannot be directly attributed are apportioned among all funds in the Trust based on average net assets of each fund.

 

Fund and Class Expenses:

Expenses that are specific to a Fund or class of shares of a Fund, including shareholder servicing fees, are charged directly to that Fund or share class. Expenses that are common to all Funds are generally allocated among the Funds in proportion to their average daily net assets.

 

Federal Income Taxes: Each Fund complies with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and intends to distribute substantially all of its net taxable income and net capital gains, if any, each year so that it will not be subject to excise tax on undistributed income and gains. The Funds are not subject to income taxes to the extent such distributions are made.

 

As of and during the year ended April 30, 2024, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to tax liabilities as income tax expense in the Statements of Operations. The Funds file U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

 

36www.vulcanvaluepartners.com
 
 

Notes to Financial Statements

 

April 30, 2024

 

Distributions to Shareholders: Each Fund normally pays dividends and distributes capital gains, if any, on an annual basis. Income dividend distributions are derived from dividends and other income each Fund receives from its investments, including short-term capital gains. Long term capital gain distributions are derived from gains realized when each Fund sells a security it has owned for more than a year. Each Fund may make additional distributions and dividends at other times if the portfolio manager believes doing so may be necessary for each Fund to avoid or reduce taxes.

 

3. TAX BASIS INFORMATION

 

 

Reclassifications: The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily attributable to in-kind redemptions. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. U.S. GAAP requires that permanent financial reporting and tax differences be reclassified based on their characterization for federal income tax purposes. Accordingly, at April 30, 2024, the following reclassifications were made to increase (decrease) such amounts:

       Distributable 
Fund  Paid-in Capital   earnings 
Vulcan Value Partners Fund  $52,033,529   $(52,033,529)
Vulcan Value Partners Small Cap Fund   3,330,109    (3,330,109)

 

Tax Basis of Investments: As of April 30, 2024, the aggregate cost of investments, gross unrealized appreciation/(depreciation) and net unrealized appreciation/(depreciation) for federal tax purposes was as follows:

 

   Vulcan Value    Vulcan Value Partners 
   Partners Fund   Small Cap Fund 
Gross appreciation (excess of value over tax cost)  $234,710,595   $42,125,286 
Gross depreciation (excess of tax cost over value)   (7,140,645)   (72,172,395)
Net appreciation (depreciation) of foreign currency   (16,512)   (1,782)
Net unrealized appreciation  $227,553,438   $(30,048,891)
Cost of investments for income tax purposes  $462,096,977   $339,426,614 

 

The differences between book-basis and tax-basis are primarily due to the deferral of losses from wash sales and C-Corp basis adjustments.

 

Annual Report | April 30, 2024 37
 
 
Notes to Financial Statements
April 30, 2024

 

Components of Distributable Earnings: As of April 30, 2024, components of distributable earnings were as follows:

 

   Vulcan Value Partners Fund   Vulcan Value Partners Small Cap Fund 
Undistributed ordinary income  $1,555,210   $2,081,733 
Accumulated Capital Gains/(Losses)   (214,851,090)   (367,201,015)
Net unrealized appreciation/(depreciation) on investments   227,553,438    (30,048,891)
Total  $14,257,558   $(395,168,173)

 

Tax Basis of Distributions to Shareholders: The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain were recorded by each Fund.

 

The tax character of distributions paid by the Funds for the fiscal year ended April 30, 2024 were as follows:

 

   Ordinary Income   Long-Term Capital Gain 
2024        
Vulcan Value Partners Fund  $1,300,050   $ 
Vulcan Value Partners Small Cap Fund   1,900,117     

 

The tax character of distributions paid by the Funds for the fiscal year ended April 30, 2023 were as follows:

 

   Ordinary Income   Long-Term Capital Gain 
2023        
Vulcan Value Partners Fund  $29,911,862   $19,417,547 
Vulcan Value Partners Small Cap Fund       56,598,927 

 

Under current law, capital losses maintain their character as short-term or long-term and are carried forward to the next tax year without expiration. The Vulcan Value Partners Fund used capital loss carryovers during the year ended April 30, 2024 in the amount of $143,580,634. As of the current fiscal year end, the following amounts are available as carry forwards to the next tax year:

 

Fund  Short Term Capital Losses Recognized   Long Term Capital Losses Recognized 
Vulcan Value Partners Fund  $211,537,921   $3,313,169 
Vulcan Value Partners Small Cap Fund   207,155,823    160,045,192 

 

38 www.vulcanvaluepartners.com
 
 
Notes to Financial Statements
April 30, 2024

 

4. SECURITIES TRANSACTIONS

 

 

The cost of purchases and proceeds from sales of securities (excluding short-term securities and in-kind transactions) during the year ended April 30, 2024 were as follows:

 

Fund  Purchase of Securities   Proceeds From Sales of Securities 
Vulcan Value Partners Fund  $253,652,182   $625,949,420 
Vulcan Value Partners Small Cap Fund   119,870,026    231,852,666 

 

The cost of purchases in-kind, proceeds from sales in-kind along with their realized gains/(loss) during the year ended April 30, 2024 were as follows:

 

Fund  Purchases   Proceeds   Net Realized Gain/(Loss) 
Vulcan Value Partners Fund  $   $94,038,412   $52,542,738 
Vulcan Value Partners Small Cap Fund       10,879,632    4,173,937 

 

5. SHARES OF BENEFICIAL INTEREST

 

 

The capitalization of the Trust consists of an unlimited number of shares of beneficial interest with no par value per share. Holders of the shares of the Funds of the Trust have one vote for each share held and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are transferable and redeemable at the option of the shareholder. Purchasers of the shares do not have any obligation to make payments to the Trust or its creditors solely by reason of the purchasers’ ownership of the shares. Shares have no pre-emptive rights.

 

Transactions in shares of capital stock for the dates listed below were as follows:

 

Vulcan Value Partners Fund

 

   For the Year Ended April 30, 2024   For the Year Ended April 30, 2023 
Shares Sold          
Investor Class   190,272    563,599 
Institutional Class   6,469,525    6,459,137 
Shares Issued in Reinvestment of Dividends          
Investor Class   4,158    759,374 
Institutional Class   51,345    1,972,878 
Less Shares Redeemed          
Investor Class   (5,674,404)   (10,180,453)
Institutional Class   (22,599,363)   (18,415,727)
Net Decrease   (21,558,467)   (18,841,192)

 

Annual Report | April 30, 2024 39
 
 
Notes to Financial Statements
April 30, 2024

 

Vulcan Value Partners Small Cap Fund

 

   For the Year Ended April 30, 2024   For the Year Ended April 30, 2023 
Shares Sold        
Investor Class   427,806    968,145 
Institutional Class   5,538,639    15,401,333 
Shares Issued in Reinvestment of Dividends          
Investor Class   15,938    1,215,601 
Institutional Class   123,602    2,995,712 
Less Shares Redeemed          
Investor Class   (3,128,867)   (10,591,932)
Institutional Class   (14,448,515)   (36,650,988)
Net Decrease   (11,471,397)   (26,662,129)

 

6. MANAGEMENT AND RELATED-PARTY TRANSACTIONS

 

 

The Adviser, subject to the authority of the Board, is responsible for the overall management and administration of the Funds’ business affairs. The Adviser manages the investments of the Funds in accordance with each Fund’s investment objective, policies and limitations and investment guidelines established jointly by the Adviser and the Board. Pursuant to the Investment Advisory Agreement (the “Advisory Agreement”), the Funds pay the Adviser an annual management fee of 1.00% and 1.15% for Vulcan Value Partners Fund and Vulcan Value Partners Small Cap Fund, respectively, based on each Fund’s average daily net assets. The management fee is paid on a monthly basis.

 

With respect to the Funds’ Investor Class, to the extent the Total Annual Fund Operating Expenses with respect to either Fund (exclusive of Acquired Fund Fees and Expenses (if any), brokerage expenses, interest expense, taxes and extraordinary expenses) (“Designated Annual Fund Operating Expenses”) exceed 1.25% of such Fund’s average daily net assets for a particular fiscal year of the Fund, the Adviser will reduce the Management Fee and/or Other Expenses otherwise payable to the Adviser with respect to such Fund for such fiscal year by an amount equal to such excess, and/or the Adviser shall reimburse the Fund by the amount of such excess.

 

With respect to the Funds’ Institutional Class, to the extent the Total Annual Fund Operating Expenses with respect to either Fund (exclusive of Acquired Fund Fees and Expenses (if any), brokerage expenses, interest expense, taxes and extraordinary expenses) (“Designated Annual Fund Operating Expenses”) exceed 0.85% and 1.00% of the Vulcan Value Partners Fund’s and the Vulcan Value Partners Small Cap Fund’s average daily net assets, respectively, for a particular fiscal year of the Fund, the Adviser will reduce the Management Fee and/or Other Expenses otherwise payable to the Adviser with respect to such Fund for such fiscal year by an amount equal to such excess, and/or the Adviser shall reimburse the Fund by the amount of such excess.

 

The Adviser agrees that the foregoing fee waiver and reimbursement agreement for each Fund are effective as of September 1, 2023 and shall continue through August 31, 2024.

 

The Adviser will be permitted to recapture expenses it has borne through this letter agreement to the extent that a Fund’s expenses in later periods fall below the annual rates set forth in this letter

 

40 www.vulcanvaluepartners.com
 
 
Notes to Financial Statements
April 30, 2024

 

agreement or in previous letter agreements; provided, however, that such recapture payments do not cause the Fund’s expense ratio (after recapture) to exceed the lesser of (i) the expense cap in effect at the time of the waiver and (ii) the expense cap in effect at the time of the recapture. Notwithstanding the foregoing, the Funds will not be obligated to pay any such deferred fees and expenses more than three years after the date on which the fee and expenses were deferred.

 

For the year ended April 30, 2024, the fee waivers and/or reimbursements and recoupment amounts were as follows:

 

Fund  Fees Waived/Reimbursed By Adviser   Recoupment of Previously Waived Fees by Adviser 
Vulcan Value Partners Fund        
Investor  $   $ 
Institutional   1,693,410     
Vulcan Value Partners Small Cap Fund          
Investor   10,654     
Institutional   1,009,848     

 

As of April 30, 2024, the balances of recoupable expenses for each Fund were as follows:

 

Fund  Expires 2025   Expires 2026   Expires 2027   Total 
Vulcan Value Partners Fund                
Investor  $   $   $   $ 
Institutional   3,139,514    2,092,143    1,693,410    6,925,067 
Vulcan Value Partners Small Cap Fund                    
Investor       20,237    10,654    30,891 
Institutional   2,306,194    1,482,188    1,009,848    4,798,230 

 

Fund Administrator Fees and Expenses: ALPS Fund Services, Inc. (“ALPS”) serves as administrator to the Funds and the Funds have agreed to pay expenses incurred in connection with their administrative activities. Pursuant to an Administration Agreement, ALPS provides operational services to the Funds including, but not limited to fund accounting and fund administration and generally assist in each Fund’s operations. Officers of the Trust are employees of ALPS. The Funds’ administration fee is accrued on a daily basis and paid monthly. Administration fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

ALPS is reimbursed by the Funds for certain out-of-pocket expenses.

 

Transfer Agent: ALPS serves as transfer, dividend paying and shareholder servicing agent for the Funds. ALPS receives an annual minimum fee, a fee based upon the number of shareholder accounts, and is also reimbursed by the Funds for certain out-of-pocket expenses. Transfer agent fees paid by the Funds for the year ended April 30, 2024 are disclosed in the Statements of Operations.

 

Compliance Services: ALPS provides services that assist the Trust’s chief compliance officer in monitoring and testing the policies and procedures of the Trust in conjunction with requirements

 

Annual Report | April 30, 2024 41
 
 
Notes to Financial Statements
April 30, 2024

 

under Rule 38a-1 under the 1940 Act and receives an annual base fee. ALPS is reimbursed for certain out-of-pocket expenses by the Funds. Vulcan pays this fee on behalf of the Funds.

 

Principal Financial Officer: ALPS receives an annual fee for providing principal financial officer services to the Funds. Principal financial officer fees paid by the Funds for the year ended April 30,

 

2024 are disclosed in the Statements of Operations.

 

Distributor: ALPS Distributors, Inc. (“ADI” or the “Distributor”) (an affiliate of ALPS) acts as the distributor of each Fund’s shares pursuant to a Distribution Agreement with the Trust. Shares are sold on a continuous basis by ADI as agent for the Funds, and ADI has agreed to use its best efforts to solicit orders for the sale of each Fund’s shares, although it is not obliged to sell any particular amount of shares. ADI is not entitled to any compensation for its services as Distributor. ADI is registered as a broker-dealer with the U.S. Securities and Exchange Commission. Certain intermediaries may charge networking, omnibus account or other administrative fees with respect to transactions in shares of the Funds. Transactions may be processed through the National Securities Clearing Corporation (“NSCC”) or similar systems or processed on a manual basis. These fees are paid by the Funds to the Distributor, which uses such fees to reimburse intermediaries. In the event an intermediary receiving payments from the Distributor on behalf of the Funds converts from a networking structure to an omnibus account structure or otherwise experiences increased costs, fees borne by the Funds may increase. Fees are disclosed on the Statements of Operations as “Delegated transfer agent equivalent services fees”.

 

Trustees: The fees and expenses of the Trustees of the Board are presented in the Statements of Operations.

 

7. INDEMNIFICATIONS

 

 

Under the Trust’s organizational documents, its Officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that may contain general indemnification clauses which may permit indemnification to the extent permissible under applicable law. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

 

8. REGULATORY UPDATE

 

 

The U.S. Securities and Exchange Commission ("SEC") adopted rule and form amendments that will change the format and content of the Funds’ annual and semi-annual reports. Certain information, including the financial statements, will not appear in the Funds’ new tailored shareholder reports but will be available online, delivered free of charge upon request, and filed on a semi-annual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, the Trust is evaluating the impact of this rule and form amendment changes.

 

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Notes to Financial Statements
April 30, 2024

 

9. SUBSEQUENT EVENT

 

 

Subsequent events after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined there were no subsequent events to report through the issuance of these Financial Statements.

 

Annual Report | April 30, 2024 43
 
 
Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Trustees of Financial Investors Trust

 

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the statements of investments, of Vulcan Value Partners Fund and Vulcan Value Partners Small Cap Fund (the “Funds”), each a series of Financial Investors Trust, as of April 30, 2024, the related statements of operations and changes in net assets and the financial highlights for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of April 30, 2024, the results of their operations, the changes in net assets, and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Funds’ financial statements and financial highlights for the years ended April 30, 2023, and prior, were audited by other auditors whose report dated June 29, 2023, expressed an unqualified opinion on those financial statements and financial highlights.

 

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audit. 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 Funds 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 audit 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 audit 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 April 30, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audit 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 audit provides a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2024.

 

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

June 28, 2024

 

44 www.vulcanvaluepartners.com
 
 
Additional Information
April 30, 2024 (Unaudited)

 

1. FUND HOLDINGS

 

 

The Funds file its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Funds’ Form N-PORT reports are available on the SEC's Web site at http://www.sec.gov. The Funds’ Form N-PORT reports are also available upon request by calling (toll-free) (866) 759-5679.

 

2. FUND PROXY VOTING POLICIES, PROCEDURES AND SUMMARIES

 

 

The Funds’ policies and procedures used in determining how to vote proxies and information regarding how the Fund voted proxies relating to portfolio securities during the most recent prior 12-month period ending June 30 are available without charge, (1) upon request, by calling (toll-free) (866)-759-5679 and (2) on the SEC’s website at http://www.sec.gov.

 

3. TAX DESIGNATIONS

 

 

The Funds designate the following for federal income tax purposes for the calendar year ended December 31, 2023:

 

  Qualified Dividend Income Dividend Received Deduction
Vulcan Value Partners Fund 100% 100%
Vulcan Value Partners Small Cap Fund 100% 100%

 

In early 2024, if applicable, shareholders of record received this information for the distributions paid to them by the Funds during the calendar year 2023 via Form 1099. The Funds will notify shareholders in early 2025 of amounts paid to them by the Funds, if any, during the calendar year 2024.

 

4. CHANGE IN AUDITOR

 

 

Effective as of the close of business on March 13, 2024, Deloitte & Touche LLP (“Deloitte”) resigned as the independent registered public accounting firm for the Funds. The report of Deloitte on the Funds' financial statements as of and for the fiscal year ended April 30, 2023 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles.

 

During the Funds' most recent fiscal year, and through March 13, 2024, there were no disagreements between the Funds and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of the Funds for such year. During the Funds' fiscal year ended April 30, 2023, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

 

Annual Report | April 30, 2024 45
 
 
Additional Information
April 30, 2024 (Unaudited)

 

During each Fund's fiscal year ended April 30, 2023 and the subsequent interim period through March 13, 2024, neither the Funds, nor anyone on their behalf, consulted with Deloitte, on behalf of the Funds, regarding any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

 

On March 13, 2024, upon the recommendation of the Funds' Audit Committee, the Board of Trustees of the Funds approved the engagement of Cohen & Company, Ltd. (“Cohen”) as the independent registered public accounting firm for each Fund for the fiscal year ending April 30, 2024. The Board and its Audit Committee considered the engagement of Cohen in connection with the resignation of the Funds' former independent registered accounting firm on March 13, 2024.

 

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Disclosure Regarding Approval of Fund Advisory Agreements
April 30, 2024 (Unaudited)

 

On December 12, 2023, the Trustees met in person to discuss, among other things, the renewal of the Investment Advisory Agreement between Vulcan Value Partners, LLC (“Vulcan”) and the Trust, with respect to the Vulcan Value Partners Fund and the Vulcan Value Partners Small Cap Fund (together, the “Vulcan Funds”), dated December 30, 2009, as amended (the “Vulcan Investment Advisory Agreement”), in accordance with Section 15(c) of the 1940 Act. In renewing and approving the Vulcan Investment Advisory Agreement, the Trustees, including the Independent Trustees, considered the following factors with respect to the Vulcan Funds:

 

Investment Advisory Fee Rate: The Trustees reviewed and considered the contractual annual advisory fees paid by the Trust, on behalf of the Vulcan Funds, to Vulcan, of 1.00% for the Vulcan Value Partners Fund and 1.15% for the Vulcan Value Partners Small Cap Fund, in light of the extent and quality of the advisory services provided by Vulcan to each of the Vulcan Funds.

 

The Board received and considered information including a comparison of the Investor Class and Institutional Class of each Vulcan Fund’s contractual advisory fee rate with those of funds in the peer group of funds based on an independent analysis by an independent provider of investment company data (the “Data Provider”). The Trustees noted that the contractual advisory fee rate of both classes of both Vulcan Funds was higher than the Data Provider peer group median.

 

Total Net Expense Ratios: The Trustees further reviewed and considered that the total net expense ratios of both classes of both Vulcan Funds were higher than the Data Provider peer group median.

 

Nature, Extent, and Quality of the Services under the Investment Advisory Agreement: The Trustees received and considered information regarding the nature, extent, and quality of services provided to the Vulcan Funds under the Vulcan Investment Advisory Agreement. The Trustees reviewed certain background materials supplied by Vulcan in its presentation, including its Form ADV.

 

The Trustees reviewed and considered Vulcan’s investment advisory personnel, its history as an asset manager, and its performance and the amount of assets currently under management by Vulcan. The Trustees also reviewed the research and decision-making processes utilized by Vulcan, including the methods adopted to seek to achieve compliance with the investment objectives, policies, and restrictions of the Vulcan Funds.

 

The Trustees considered the background and experience of Vulcan’s management in connection with the Vulcan Funds, including reviewing the qualifications, backgrounds, and responsibilities of the management team primarily responsible for the day-to-day portfolio management of each Vulcan Fund and the extent of the resources devoted to research and analysis of actual and potential investments.

 

The Trustees also reviewed, among other things, Vulcan’s Code of Ethics.

 

Performance: The Trustees reviewed performance information in the independent analysis prepared by the Data Provider for the Investor Class and Institutional Class of the Vulcan Funds for the 3-month, 1-year, 3-year, 5-year, 10-year, and since inception periods, as applicable, ended September 30, 2023. That review included a comparison of each Vulcan Fund’s performance to the performance of a group of comparable funds selected by the Data Provider. The Trustees noted

 

Annual Report | April 30, 2024 47
 
 
Disclosure Regarding Approval of Fund Advisory Agreements
April 30, 2024 (Unaudited)

 

that each class of both Funds underperformed the peer group median over each applicable period. The Trustees considered Vulcan’s statements regarding the cause of the recent underperformance of the Funds, including the outsized impact of the performance of a small number of portfolio holdings on the Funds’ recent and longer-term performance. The Trustees considered Vulcan’s discussion of its reputation generally and its investment techniques, risk management controls, and decision-making processes. The Trustees also reviewed and considered the supplemental comparison prepared by the Data Provider at the request of Vulcan.

 

Comparable Accounts: The Trustees noted certain information provided by Vulcan regarding fees charged to its other clients utilizing a strategy similar to that employed by the Vulcan Funds.

 

Profitability: The Trustees received and considered a profitability analysis prepared by Vulcan based on the fees payable under the Vulcan Investment Advisory Agreement.

 

Economies of Scale: The Trustees considered whether economies of scale in the provision of services to the Vulcan Funds have been or would be passed along to the shareholders under the proposed agreements.

 

Other Benefits to the Adviser: The Trustees reviewed and considered any other incidental benefits derived or to be derived by Vulcan from its relationship with the Vulcan Funds, including whether soft dollar arrangements were used.

 

The Trustees, including all of the Independent Trustees, concluded that:

 

the contractual advisory fee rate of the Institutional Class and the Investor Class of both Vulcan Funds was higher than the Data Provider peer group median;

 

the total net expense ratios of the Institutional Class and the Investor Class of both Vulcan Funds were higher than the Data Provider peer group median;

 

the nature, extent, and quality of services rendered by Vulcan under the Vulcan Investment Advisory Agreement with respect to each Vulcan Fund were adequate;

 

bearing in mind statements from Vulcan regarding the cause of the recent underperformance of the Funds, including the outsized impact of the performance of a small number of portfolio holdings on the Funds’ recent and longer-term performance, the Institutional Class and the Investor Class of both Vulcan Funds underperformed the Data Provider peer group median for the 3-month, 1-year, 3-year, 5-year, 10-year, and since inception periods ended September 30, 2023, as applicable;

 

bearing in mind the limitations of comparing different types of managed accounts and the different levels of service typically associated with such accounts, the fee structures applicable to Vulcan’s other clients employing a comparable strategy to any of the Vulcan Funds were not indicative of any unreasonableness with respect to the advisory fee payable by the Vulcan Funds;

 

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Disclosure Regarding Approval of Fund Advisory Agreements
April 30, 2024 (Unaudited)

 

the profit, if any, realized by Vulcan in connection with the operation of any of the Vulcan Funds is not unreasonable; and

 

there were no material economies of scale or other incidental benefits accruing to Vulcan in connection with its relationship with any of the Vulcan Funds.

 

Based on the Trustees’ deliberations and their evaluation of the information described above, the Trustees, including all of the Independent Trustees, concluded that Vulcan’s compensation for investment advisory services is consistent with the best interests of each of the Vulcan Funds and their shareholders.

 

Annual Report | April 30, 2024 49
 
 
Liquidity Risk Management Program
April 30, 2024 (Unaudited)

 

The Financial Investors Trust (the “Trust”) has established a liquidity risk management program (the “Program”) to govern the Trust’s approach to managing liquidity risk for each fund in the Trust (each a “Fund”). The Program is overseen by the Liquidity Committee (the “Committee”), a committee comprised of representatives of the Trust’s investment advisers, sub-advisers, and Officers of the Trust. The Trust’s Board of Trustees (the “Board”) has approved the designation of the Committee to oversee the Program.

 

The Program’s principal objectives include supporting each Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that a Fund will be unable to meet its redemption obligations in a timely manner. The Program also includes a number of elements that support the management and assessment of liquidity risk, including a periodic assessment of factors that influence a Fund’s liquidity and the periodic classification and re-classification of the Fund’s investments into groupings that reflect the Committee’s assessment of their relative liquidity under current market conditions.

 

At a meeting of the Board held on March 12, 2024, the Trustees received a report from the Committee regarding the design and operational effectiveness of the Program during the calendar year 2023. The Committee determined, and reported to the Board, that the Program is reasonably designed to assess and manage each Fund’s liquidity risk and has operated adequately and effectively to manage each Fund’s liquidity risk since implementation.

 

The Committee reported that during the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders. Among other things, the Board noted that the Funds are not required to have a highly liquid investment minimum based on their liquidity classifications. The Board further noted that no material changes have been made to the Program since its implementation.

 

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Trustees and Officers

 

April 30, 2024 (Unaudited)

 

The business and affairs of each Fund are managed under the direction of its Board. The Board approves all significant agreements between a Fund and the persons or companies that furnish services to the Fund, including agreements with its distributor, Adviser, administrator, custodian and transfer agent. The day-to-day operations of each Fund are delegated to the Fund’s Adviser and administrator.

 

The name, address, age and principal occupations for the past five years of the Trustees and officers of the Trust are listed below, along with the number of portfolios in the Fund complex overseen by and the other directorships held by each Trustee.

 

Additional information regarding the Fund’s trustees is included in the Statement of Additional Information, which can be obtained without charge by calling 877-421-5078.

 

INDEPENDENT TRUSTEES

Name,
Address*
& Year
of Birth
Position(s)
Held
with Fund
Term of
Office** and
Length of
Time Served
Principal Occupation(s)
During Past 5 Years***
Number of
Funds in
Fund
Complex
Overseen by
Trustee****
Other Directorships
Held by Trustee
During Past
5 Years***
Mary K.
Anstine,
1940
Trustee Since 1997 Ms. Anstine is Trustee/Director of AV Hunter Trust and Colorado Uplift Board. 16 Ms. Anstine is a Trustee of ALPS ETF Trust (24 funds); ALPS Variable Investment Trust (7 funds); Reaves Utility Income Fund (1 fund); and Segall Bryant & Hamill Trust through December 2020 (14 funds).
Edmund J.
Burke,
1961
Trustee Since 2009 Mr. Burke joined ALPS in 1991 and served as the President and Director of ALPS Holdings, Inc., and ALPS Advisors, Inc., and Director of ALPS Distributors, Inc., ALPS Fund Services, Inc. (“ALPS”), and ALPS Portfolio Solutions Distributor, Inc. (collectively, the “ALPS Companies”). Mr. Burke retired from the ALPS Companies in June 2019. Mr. Burke is currently a partner at ETF Action, a web-based system that provides data and analytics to registered investment advisers, (since 2020) and a Director of Blue Biofuels (since 2020) and Alliance Bioenergy Plus, Inc., a technology company focused on emerging technologies in the renewable energy, biofuels, and bioplastics technology sectors (since 2020). 16 Mr. Burke is a Trustee of ALPS ETF Trust (24 funds); Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); Clough Funds Trust (1 fund); Liberty All-Star Equity Fund (1 fund); and Director of the Liberty All-Star Growth Fund, Inc. (1 fund).

 

Annual Report | April 30, 2024 51

 

 

Trustees and Officers

 

April 30, 2024 (Unaudited)

 

INDEPENDENT TRUSTEES (continued)

Name,
Address*
& Year
of Birth
Position(s)
Held
with Fund
Term of
Office** and
Length of
Time Served
Principal Occupation(s)
During Past 5 Years***
Number of
Funds in
Fund
Complex
Overseen by
Trustee****
Other Directorships
Held by Trustee
During Past
5 Years***
Jeremy W.
Deems,
1976
Trustee Since 2009 Mr. Deems is the Co-Founder and Chief Financial Officer of Green Alpha Advisors, LLC, a registered investment advisor, and Co-Portfolio Manager of the AXS Green Alpha ETF. 16 Mr. Deems is a Trustee of ALPS ETF Trust (24 funds); ALPS Variable Investment Trust (7 funds); Reaves Utility Income Fund (1 Fund); and Clough Funds Trust (1 fund).
Jerry G.
Rutledge,
1944
Trustee Since 2009 Mr. Rutledge is the President and owner of Rutledge’s Inc., a retail clothing business. 16 Mr. Rutledge is a Trustee of Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); and Principal Real Estate Income Fund (1 fund).
Michael
“Ross” Shell,
1970
Trustee and Chairman Trustee Since 2009; Chairman Since 2024 Mr. Shell is Founder of Red Idea, LLC, a strategic consulting/early stage venture firm (since June 2008). He is currently CEO of TalkBox, a phone/privacy booth company and key venture of Red Idea, LLC (since 2023) and a board member of DLVR, a package security company (since 2018). Mr. Shell serves on the Finance Committee serving the Board of Directors of Children’s Hospital of Colorado (since 2023) and served on the Advisory Board, St. Vrain School District Innovation Center (from 2015-2018). Mr. Shell graduated with honors from Stanford University with a degree in Political Science. 16 None.

 

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Trustees and Officers

 

April 30, 2024 (Unaudited)

 

OFFICERS

Name,
Address*
& Year
of Birth
Position(s)
Held
with Fund
Term of Office**
and Length of
Time Served
Principal Occupation(s)
During Past 5 Years***

Lucas Foss,

1977

President Since 2022 Mr. Foss rejoined ALPS in November 2017 and is currently Senior Director and Fund Chief Compliance Officer. Prior to his current role, Mr. Foss served as the Director of Compliance at Transamerica Asset Management (2015-2017) and Deputy Chief Compliance Officer at ALPS (2012-2015). Mr. Foss is President of ALPS Series Trust and Chief Compliance Officer of Clough Global Funds; Clough Funds Trust; MVP Private Markets Funds; Bluerock Total Income + Real Estate Fund; Bluerock High Income Institutional Credit Fund; SPDR® S&P 500® ETF Trust, SPDR® Dow Jones® Industrial Average ETF Trust, SPDR® S&P MIDCAP 400® ETF Trust.
Jennell
Panella,
1974
Treasurer Since 2020 Ms. Panella joined ALPS in June 2012 and is currently Fund Controller of ALPS Fund Services, Inc. Prior to joining ALPS, Ms. Panella served as Financial Reporting Manager for Parker Global Strategies, LLC (2009-2012).
Ted Uhl,
1974
Chief Compliance Officer (“CCO”) Since 2010 Mr. Uhl joined ALPS in October 2006, and is currently Deputy Compliance Officer of ALPS. Prior to his current role, Mr. Uhl served as Senior Risk Manager for ALPS from October 2006 until June 2010. Before joining ALPS, Mr. Uhl served a Sr. Analyst with Enenbach and Associates (RIA), and a Sr. Financial Analyst at Sprint. Because of his position with ALPS, Mr. Uhl is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Uhl is also CCO of Alpha Alternative Asset Fund, Centre Funds, GraniteShares ETF Trust, Reaves Utility Income Fund and XAI Octagon Floating Rate & Alternative Income Term Trust. Mr. Uhl formerly served as CCO of the Boulder Growth & Income Fund, Inc., Index Funds and Reality Shares ETF Trust.
Sheri
Zetterower,
1963
Assistant Secretary Since 2023 Ms. Zetterower rejoined ALPS in August 2022 and is currently a Senior Paralegal of ALPS Fund Services, Inc. Prior to her current role, Ms. Zetterower worked at Ultimus Fund Solutions, Inc. (November 2020 – August 2022) and ALPS Fund Services, Inc. (April 2013 – October 2020).
Benjamin
Winograd,
1993
Assistant Secretary Since 2023 Mr. Winograd joined ALPS in June 2023 and is currently Principal Legal Counsel. Prior to joining ALPS, Mr. Winograd was the Director of Enforcement at AdvisorLaw (law firm) from February 2020-August 2022. He also serves as Assistant Secretary of AVIT.

 

*All communications to Trustees and Officers may be directed to Financial Investors Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.

**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustees successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.

***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.

****The Fund Complex includes all series of the Trust, currently 16, and any other investment companies for which Vulcan Value Partners, LLC provides investment advisory services (currently none).

 

Annual Report | April 30, 2024 53

 

 

Privacy Policy
April 30, 2024 (Unaudited)

 

WHO WE ARE  
Who is providing this notice? Vulcan Value Partners Fund and Vulcan Value Partners Small Cap Fund.
WHAT WE DO  
How do the Funds protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How do the Funds collect my personal information?

We collect your personal information, for example, when you

 

● open an account

● provide account information or give us your contact information

● make a wire transfer or deposit money

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

● sharing for affiliates’ everyday business purposes-information about your creditworthiness

● affiliates from using your information to market to you

● sharing for non-affiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

54 www.vulcanvaluepartners.com
 
 
Privacy Policy
April 30, 2024 (Unaudited)

 

FACTS WHAT DO THE FUNDS DO WITH YOUR PERSONAL INFORMATION?
WHY? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
WHAT?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

● Social Security number and account transactions

● Account balances and transaction history

● Wire transfer instructions

HOW? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Funds choose to share; and whether you can limit this sharing.

 

REASONS WE CAN SHARE YOUR PERSONAL INFORMATION DO THE FUNDS SHARE: CAN YOU LIMIT THIS SHARING?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes No

For our marketing purposes –

to offer our products and services to you

No We do not share.
For joint marketing with other financial companies No We do not share.

For our affiliates’ everyday business purposes –

information about your transactions and experiences

Yes No

For our affiliates’ everyday business purposes –

information about your creditworthiness

No We do not share.
For non-affiliates to market to you No We do not share.

 

Annual Report | April 30, 2024 55

 

 

   

 

 

 

(b)Not applicable.

 

Item 2. Code of Ethics.

 

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

 

(b)Not applicable.

 

(c)During the period covered by this report, no amendments to the provisions of the code of ethics described in Item 2(a) above were made.

 

(d)During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics described in Item 2(a) above were granted.

 

(e)Not applicable.

 

(f)The Registrant’s Code of Ethics is attached as an Exhibit to this report.

 

Item 3. Audit Committee Financial Expert.

 

The Board of Trustees of the Registrant has determined that the Registrant has at least one Audit Committee Financial Expert serving on its audit committee. The Board of Trustees of the Registrant has designated Jeremy W. Deems as the Registrant’s “Audit Committee Financial Expert.” Mr. Deems is “independent” as defined in paragraph (a)(2) of Item 3 to Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees: For the Registrant’s fiscal years ended April 30, 2024 and April 30, 2023, the aggregate fees billed for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $113,000 and $423,000, respectively.

 

(b)Audit-Related Fees: For the Registrant’s fiscal years ended April 30, 2024 and April 30, 2023, the aggregate fees billed for assurance and related services by the principal accountant that were reasonably related to the performance of the

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

 

(c)Tax Fees: For the Registrant’s fiscal years ended April 30, 2024 and April 30, 2023, the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $29,000 and $97,350, respectively. The fiscal years 2024 and 2023 tax fees were for services for dividend calculation, excise tax preparation and tax return preparation.

 

(d)All Other Fees: For the Registrant’s fiscal years ended April 30, 2024 and April 30, 2023, no fees were billed to Registrant by the principal accountant for products and services, other than the services reported in paragraphs (a) through (c) of this Item.

 

(e)(1)Audit Committee Pre-Approval Policies and Procedures: All services to be performed by the Registrant’s principal accountant must be pre-approved by the Registrant’s Audit Committee. The Chairman of the Audit Committee may pre-approve non-audit services to be performed by the Registrant’s principal accountant on an interim basis, subject to ratification by the Audit Committee at its next regularly scheduled meeting.

 

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

 

(f)Not applicable.

 

(g)The aggregate non-audit fees billed by the Registrant’s accountant to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant, were $29,000 in the fiscal year ended April 30, 2024, and were $97,350 in the fiscal year ended April 30, 2023. These fees consisted of non-audit fees billed to (i) the Registrant of $29,000 in the fiscal year ended April 30, 2024, and $97,350 in the fiscal year ended April 30, 2023 as described in response to paragraph (c) above and (ii) to ALPS Fund Services, Inc. (“AFS”), an entity under common control with ALPS Advisors, Inc., the Registrant’s investment adviser, of $0 in the fiscal year ended April 30, 2024 and $0 in the fiscal year ended April 30, 2023. The non-audit fees billed to AFS related to SSAE 16 services and other compliance-related matters.

 

(h)The Registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is

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subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant’s independence. The Registrant’s audit committee determined that the provision of such non-audit services is compatible with maintaining the principal accountant’s independence.

 

(i)Not applicable.

 

(j)Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to the Registrant.

 

Item 6. Investments.

 

(a)Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the Reports to Stockholders filed under Item 1(a) of this Form N-CSR.

 

(b)Not applicable.

 

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

 

Not applicable to the Registrant.

 

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

 

Not applicable to the Registrant.

 

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

 

Not applicable to the Registrant.

 

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

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K, or this Item.

 

Item 11. Controls and Procedures.

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

 

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

 

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

 

Not applicable to the Registrant.

 

Item 13. Recovery of Erroneously Awarded Compensation.

 

(a)Not applicable.

 

(b)Not applicable.

 

Item 14. Exhibits.

 

(a)(1)Registrant’s Code of Ethics for Principal Executive and Senior Financial Officers, which is the subject of the disclosure required by Item 2 of Form N-CSR, is incorporated by reference to Exhibit 12(a)(1) to the Registrant’s Certified Shareholder Report on Form N-CSR, File No. 811-8194, filed on January 9, 2017.

 

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

 

(a)(3)Not applicable.

 

(a)(4)Change in Registrant's independent public accountants.

 

Effective as of the close of business on March 13, 2024, Deloitte & Touche LLP (“Deloitte”) resigned as the independent registered public accounting firm for the Funds. The report of Deloitte on the Funds' financial statements as of and for the fiscal year ended April 30, 2023 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles.

 

During the Funds' most recent fiscal year, and through March 13, 2024, there were no disagreements between the Funds and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of the Funds for such year. During the Funds' fiscal year ended April 30, 2023, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

 

During each Fund's fiscal year ended April 30, 2023 and the subsequent interim period through March 13, 2024, neither the Funds, nor anyone on their behalf, consulted with Deloitte, on behalf of the Funds, regarding any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

 

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

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SIGNATURES

 

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

 

FINANCIAL INVESTORS TRUST

 

By:/s/ Lucas Foss  
Lucas Foss (Principal Executive Officer)  
President  
    
Date:July 8, 2024  

 

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.

 

FINANCIAL INVESTORS TRUST

 

By:/s/ Lucas Foss  
Lucas Foss (Principal Executive Officer)  
President  
    
Date:July 8, 2024  
    
By:/s/ Jennell Panella  
Jennell Panella (Principal Financial Officer)  
Treasurer  
    
Date:July 8, 2024  

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