S&P 500
|
Morningstar Large-Cap
|
|||
Fund
|
Value Index
|
S&P 500 Index
|
Value Category
|
|
1-year
|
33.12%
|
40.90%
|
45.98%
|
46.42%
|
5-year
|
11.03%
|
12.67%
|
17.42%
|
12.01%
|
10-year
|
10.62%
|
11.27%
|
14.17%
|
10.35%
|
15-year
|
7.78%
|
7.74%
|
10.29%
|
7.61%
|
*
|
Figures are from the Fund’s prospectus dated February 28, 2021. The Advisor has contractually agreed to waive its fees and/or absorb expenses of the Fund to ensure that Net Annual Fund Operating Expenses do
not exceed 0.70% (excluding acquired funds fees and expenses, interest, taxes and extraordinary expenses) through at least February 28, 2022. In addition, the Advisor has voluntarily agreed to waive a portion of its investment advisory fee
contingent upon the Fund’s performance versus the S&P 500 Value Index. While the Advisor may discontinue its voluntary waiver any time after February 28, 2022, it has no current intention of doing so.
|
![]() |
![]() |
Randall R. Eley
|
Thomas B. Murray
|
Chief Investment Officer
|
Portfolio Manager
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period*
|
|
11/1/20
|
4/30/21
|
11/1/20 – 4/30/21
|
|
Actual
|
$1,000.00
|
$1,355.70
|
$2.92
|
Hypothetical (5% return before expenses)
|
$1,000.00
|
$1,022.32
|
$2.51
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 0.50%, multiplied by the average account value over the period, multiplied by 181 (days in most recent fiscal half-year)/365 days
to reflect the one-half year expense.
|
Shares
|
COMMON STOCKS - 94.98%
|
Value
|
|||||
Beverage and Tobacco Product Manufacturing - 2.80%
|
|||||||
3,850
|
Altria Group, Inc.
|
$
|
183,837
|
||||
49,650
|
Coca-Cola Co.
|
2,680,107
|
|||||
2,863,944
|
|||||||
Broadcasting (except Internet) - 1.38%
|
|||||||
25,150
|
Comcast Corp. - Class A
|
1,412,173
|
|||||
Building Material and Garden Equipment - 2.44%
|
|||||||
5,000
|
Home Depot, Inc.
|
1,618,350
|
|||||
4,500
|
Lowe’s Cos., Inc.
|
883,125
|
|||||
2,501,475
|
|||||||
Chemical Manufacturing - 14.80%
|
|||||||
17,700
|
AbbVie, Inc.
|
1,973,550
|
|||||
8,700
|
Amgen, Inc.
|
2,084,868
|
|||||
9,400
|
Bristol-Myers Squibb Co.
|
586,748
|
|||||
7,000
|
Colgate-Palmolive Co.
|
564,900
|
|||||
10,450
|
Dow, Inc.
|
653,125
|
|||||
9,950
|
Gilead Sciences, Inc.
|
631,526
|
|||||
14,100
|
Johnson & Johnson
|
2,294,493
|
|||||
35,800
|
Merck & Co., Inc.
|
2,667,100
|
|||||
48,952
|
Pfizer, Inc.
|
1,891,995
|
|||||
13,600
|
Procter & Gamble Co.
|
1,814,512
|
|||||
15,162,817
|
|||||||
Computer and Electronic Product Manufacturing - 5.78%
|
|||||||
75,950
|
Cisco Systems, Inc.
|
3,866,614
|
|||||
18,400
|
Intel Corp.
|
1,058,552
|
|||||
5,500
|
Texas Instruments, Inc.
|
992,805
|
|||||
5,917,971
|
Shares
|
COMMON STOCKS - 94.98%
|
Value
|
|||||
Credit Intermediation and Related Activities - 3.39%
|
|||||||
13,800
|
Bank of New York Mellon Corp.
|
$
|
688,344
|
||||
9,250
|
Capital One Financial Corp.
|
1,378,990
|
|||||
9,450
|
Citigroup, Inc.
|
673,218
|
|||||
12,400
|
U.S. Bancorp
|
735,940
|
|||||
3,476,492
|
|||||||
Electrical Equipment, Appliance, and
|
|||||||
Component Manufacturing - 1.34%
|
|||||||
15,150
|
Emerson Electric Co.
|
1,370,924
|
|||||
Food Manufacturing - 1.61%
|
|||||||
14,050
|
Kraft Heinz Co.
|
580,125
|
|||||
17,600
|
Mondelez International, Inc. - Class A
|
1,070,256
|
|||||
1,650,381
|
|||||||
General Merchandise Stores - 2.61%
|
|||||||
4,000
|
Target Corp.
|
829,040
|
|||||
13,150
|
Walmart, Inc.
|
1,839,817
|
|||||
2,668,857
|
|||||||
Health and Personal Care Stores - 8.57%
|
|||||||
58,300
|
CVS Health Corp.
|
4,454,120
|
|||||
81,450
|
Walgreens Boots Alliance, Inc.
|
4,324,995
|
|||||
8,779,115
|
|||||||
Insurance Carriers and Related Activities - 13.28%
|
|||||||
33,300
|
Allstate Corp.
|
4,222,440
|
|||||
15,450
|
American International Group, Inc.
|
748,552
|
|||||
89,950
|
MetLife, Inc.
|
5,723,519
|
|||||
2,200
|
Travelers Cos., Inc.
|
340,252
|
|||||
6,450
|
UnitedHealth Group, Inc.
|
2,572,260
|
|||||
13,607,023
|
|||||||
Merchant Wholesalers, Durable Goods - 2.21%
|
|||||||
11,500
|
3M Co.
|
2,267,110
|
Shares
|
COMMON STOCKS - 94.98%
|
Value
|
|||||
Petroleum and Coal Products Manufacturing - 8.13%
|
|||||||
37,700
|
Chevron Corp.
|
$
|
3,885,739
|
||||
12,050
|
ConocoPhillips
|
616,237
|
|||||
66,850
|
Exxon Mobil Corp.
|
3,826,494
|
|||||
8,328,470
|
|||||||
Professional, Scientific, and Technical Services - 2.20%
|
|||||||
15,900
|
International Business Machines Corp.
|
2,255,892
|
|||||
Publishing Industries (except Internet) - 1.52%
|
|||||||
20,500
|
Oracle Corp.
|
1,553,695
|
|||||
Rail Transportation - 2.33%
|
|||||||
10,750
|
Union Pacific Corp.
|
2,387,468
|
|||||
Real Estate - 0.81%
|
|||||||
6,850
|
Simon Property Group, Inc.
|
833,919
|
|||||
Securities, Commodity Contracts, and Other Financial Investments
|
|||||||
and Related Activities - 3.34%
|
|||||||
1,000
|
BlackRock, Inc.
|
819,300
|
|||||
5,000
|
Goldman Sachs Group, Inc.
|
1,742,250
|
|||||
10,350
|
Morgan Stanley
|
854,392
|
|||||
3,415,942
|
|||||||
Telecommunications - 5.66%
|
|||||||
83,800
|
AT&T, Inc.
|
2,632,158
|
|||||
54,850
|
Verizon Communications, Inc.
|
3,169,781
|
|||||
5,801,939
|
|||||||
Transportation Equipment Manufacturing - 3.60%
|
|||||||
16,200
|
General Dynamics Corp.
|
3,081,726
|
|||||
1,600
|
Lockheed Martin Corp.
|
608,896
|
|||||
3,690,622
|
Shares
|
COMMON STOCKS - 94.98%
|
Value
|
|||||
Utilities - 7.18%
|
|||||||
16,300
|
Duke Energy Corp.
|
$
|
1,641,247
|
||||
57,100
|
Exelon Corp.
|
2,566,074
|
|||||
35,250
|
Kinder Morgan, Inc.
|
601,012
|
|||||
11,900
|
NextEra Energy, Inc.
|
922,369
|
|||||
24,450
|
Southern Co.
|
1,617,857
|
|||||
7,348,559
|
|||||||
TOTAL COMMON STOCKS (Cost $90,064,210)
|
97,294,788
|
||||||
Total Investments in Securities (Cost $90,064,210) - 94.98%
|
97,294,788
|
||||||
Other Assets in Excess of Liabilities - 5.02%
|
5,142,566
|
||||||
TOTAL NET ASSETS - 100.00%
|
$
|
102,437,354
|
ASSETS
|
||||
Investments in securities, at value (identified cost $90,064,210)
|
$
|
97,294,788
|
||
Receivables
|
||||
Investment securities sold
|
5,328,210
|
|||
Fund shares sold
|
109,642
|
|||
Dividends and interest
|
209,867
|
|||
Prepaid expenses
|
16,278
|
|||
Total assets
|
102,958,785
|
|||
LIABILITIES
|
||||
Due to Custodian
|
334,084
|
|||
Payables
|
||||
Fund shares redeemed
|
55,331
|
|||
Administration fees
|
45,028
|
|||
Audit fees
|
31,413
|
|||
Transfer agent fees and expenses
|
23,407
|
|||
Fund accounting fees
|
9,597
|
|||
Advisory fees (Note 4)
|
8,139
|
|||
Shareholder reporting
|
7,069
|
|||
Chief Compliance Officer fee
|
3,689
|
|||
Custody fees
|
3,218
|
|||
Trustee fees and expenses
|
456
|
|||
Total liabilities
|
521,431
|
|||
NET ASSETS
|
$
|
102,437,354
|
||
CALCULATION OF NET ASSET VALUE PER SHARE
|
||||
Net assets applicable to shares outstanding
|
$
|
102,437,354
|
||
Shares issued and outstanding
|
||||
[unlimited number of shares (par value $0.01) authorized]
|
7,111,200
|
|||
Net asset value, offering and redemption price per share
|
$
|
14.41
|
||
COMPONENTS OF NET ASSETS
|
||||
Paid-in capital
|
$
|
91,192,482
|
||
Total distributable income
|
11,244,872
|
|||
Net assets
|
$
|
102,437,354
|
INVESTMENT INCOME
|
||||
Dividends
|
$
|
1,703,811
|
||
Interest
|
133
|
|||
Total investment income
|
1,703,944
|
|||
EXPENSES
|
||||
Advisory fees (Note 4)
|
269,802
|
|||
Administration fees (Note 4)
|
89,663
|
|||
Transfer agent fees and expenses (Note 4)
|
43,007
|
|||
Fund accounting fees (Note 4)
|
18,642
|
|||
Registration fees
|
12,904
|
|||
Audit fees
|
10,413
|
|||
Custody fees (Note 4)
|
10,189
|
|||
Trustee fees and expenses
|
7,478
|
|||
Chief Compliance Officer fee (Note 4)
|
7,438
|
|||
Reports to shareholders
|
6,045
|
|||
Legal fees
|
4,361
|
|||
Other expenses
|
2,537
|
|||
Insurance expense
|
1,744
|
|||
Total expenses
|
484,223
|
|||
Less: advisory fee waiver (Note 4)
|
(238,948
|
)
|
||
Net expenses
|
245,275
|
|||
Net investment income
|
1,458,669
|
|||
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
||||
Net realized gain on investments
|
3,043,529
|
|||
Net change in unrealized appreciation/(depreciation) on investments
|
24,818,031
|
|||
Net realized and unrealized gain on investments
|
27,861,560
|
|||
Net increase in Net Assets Resulting from Operations
|
$
|
29,320,229
|
Six Months Ended
|
||||||||
April 30, 2021
|
Year Ended
|
|||||||
(Unaudited)
|
October 31, 2020
|
|||||||
INCREASE/(DECREASE) IN NET ASSETS FROM:
|
||||||||
OPERATIONS
|
||||||||
Net investment income
|
$
|
1,458,669
|
$
|
3,153,232
|
||||
Net realized gain on investments
|
3,043,529
|
11,665,416
|
||||||
Net change in unrealized appreciation/(depreciation) on investments
|
24,818,031
|
(33,269,727
|
)
|
|||||
Net increase/(decrease) in net assets resulting from operations
|
29,320,229
|
(18,451,079
|
)
|
|||||
DISTRIBUTIONS TO SHAREHOLDERS
|
||||||||
Total distributions to shareholders
|
(11,248,220
|
)
|
(2,708,829
|
)
|
||||
CAPITAL SHARE TRANSACTIONS
|
||||||||
Net decrease in net assets derived from
|
||||||||
net change in outstanding shares (a)
|
(1,713,983
|
)
|
(11,814,323
|
)
|
||||
Total increase/(decrease) in net assets
|
16,358,026
|
(32,974,231
|
)
|
|||||
NET ASSETS
|
||||||||
Beginning of period
|
86,079,328
|
119,053,559
|
||||||
End of period
|
$
|
102,437,354
|
$
|
86,079,328
|
(a)
|
A summary of share transactions is as follows:
|
Six Months Ended
|
|||||||||||||||||
April 30, 2021
|
Year Ended
|
||||||||||||||||
(Unaudited)
|
October 31, 2020
|
||||||||||||||||
Shares
|
Paid-in Capital
|
Shares
|
Paid-in Capital
|
||||||||||||||
Shares sold
|
935,657
|
$
|
12,323,089
|
1,675,203
|
$
|
22,131,221
|
|||||||||||
Shares issued on reinvestments of distributions
|
887,808
|
11,195,257
|
182,897
|
2,694,076
|
|||||||||||||
Shares redeemed
|
(1,911,726
|
)
|
(25,232,329
|
)
|
(2,863,490
|
)
|
(36,639,620
|
)
|
|||||||||
Net decrease
|
(88,261
|
)
|
$
|
(1,713,983
|
)
|
(1,005,390
|
)
|
$
|
(11,814,323
|
)
|
Six Months Ended
|
||||||||||||||||||||||||
April 30, 2021
|
Year Ended October 31,
|
|||||||||||||||||||||||
(Unaudited)
|
2020
|
2019
|
2018
|
2017
|
2016
|
|||||||||||||||||||
Net asset value, beginning of period
|
$
|
11.96
|
$
|
14.51
|
$
|
15.33
|
$
|
15.25
|
$
|
13.00
|
$
|
13.95
|
||||||||||||
Income from investment operations:
|
||||||||||||||||||||||||
Net investment income
|
0.21
|
0.42
|
0.30
|
0.33
|
0.36
|
0.30
|
||||||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||||||
gain/(loss) on investments
|
3.82
|
(2.65
|
)
|
0.87
|
1.06
|
2.25
|
0.60
|
|||||||||||||||||
Total from investment operations
|
4.03
|
(2.23
|
)
|
1.17
|
1.39
|
2.61
|
0.90
|
|||||||||||||||||
Less distributions:
|
||||||||||||||||||||||||
From net investment income
|
(0.44
|
)
|
(0.32
|
)
|
(0.31
|
)
|
(0.36
|
)
|
(0.29
|
)
|
(0.35
|
)
|
||||||||||||
From net realized
gain on investments |
(1.14
|
)
|
—
|
(1.68
|
)
|
(0.95
|
)
|
(0.07
|
)
|
(1.50
|
)
|
|||||||||||||
Total distributions
|
(1.58
|
)
|
(0.32
|
)
|
(1.99
|
)
|
(1.31
|
)
|
(0.36
|
)
|
(1.85
|
)
|
||||||||||||
Net asset value, end of period
|
$
|
14.41
|
$
|
11.96
|
$
|
14.51
|
$
|
15.33
|
$
|
15.25
|
$
|
13.00
|
||||||||||||
Total return
|
35.57
|
%‡
|
-15.83
|
%
|
9.07
|
%
|
9.44
|
%
|
20.43
|
%
|
7.70
|
%
|
||||||||||||
Ratios/supplemental data:
|
||||||||||||||||||||||||
Net assets, end of period (thousands)
|
$
|
102,437
|
$
|
86,079
|
$
|
119,054
|
$
|
85,308
|
$
|
81,873
|
$
|
77,809
|
||||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||||||
Before fees waived and
|
||||||||||||||||||||||||
expenses absorbed
|
0.99
|
%†
|
1.01
|
%
|
0.96
|
%
|
1.00
|
%
|
1.06
|
%
|
1.27
|
%
|
||||||||||||
After fees waived and
|
||||||||||||||||||||||||
expenses absorbed
|
0.50
|
%†
|
0.54
|
%
|
0.70
|
%
|
0.70
|
%
|
0.50
|
%
|
0.64
|
%
|
||||||||||||
Ratio of net investment income
|
||||||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||||||
Before fees waived and
|
||||||||||||||||||||||||
expenses absorbed
|
2.48
|
%†
|
2.52
|
%
|
2.10
|
%
|
1.86
|
%
|
1.90
|
%
|
1.73
|
%
|
||||||||||||
After fees waived and
|
||||||||||||||||||||||||
expenses absorbed
|
2.97
|
%†
|
2.99
|
%
|
2.36
|
%
|
2.16
|
%
|
2.46
|
%
|
2.36
|
%
|
||||||||||||
Portfolio turnover rate
|
35.41
|
%‡
|
45.46
|
%
|
23.83
|
%
|
40.62
|
%
|
37.01
|
%
|
56.00
|
%
|
†
|
Annualized
|
‡
|
Not Annualized
|
A.
|
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in note 3.
|
|
B.
|
Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies
and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income or excise tax provision is required.
|
|
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The tax returns of the Fund’s prior
three fiscal years are open for examination. Management has reviewed all open tax years in major jurisdictions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken or
expected to be taken on a tax return. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of
unrecognized tax benefits will change materially in the next twelve months.
|
||
C.
|
Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are
determined on a first-in, first-out basis. Interest income is recorded on an accrual basis. Dividend income, income and capital gain distributions from underlying funds, and distributions to shareholders are recorded on the ex-dividend
date.
|
|
Common expenses of the Trust are typically allocated among the funds in the Trust based on a fund’s respective net assets, or by other equitable means.
|
||
The Fund distributes substantially all net investment income, if any, and net realized gains, if any, annually. Distributions from net realized gains for book purposes may include short-term capital gains.
All short-term capital gains are included in ordinary income for tax purposes.
|
||
The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which differs from accounting
principles generally accepted in the United States of America. To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.
|
D.
|
Reclassification of Capital Accounts: Accounting principles generally accepted in the United States of America require that certain components of net assets relating to
permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
|
|
E.
|
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results
could differ from those estimates.
|
|
F.
|
Events Subsequent to the Fiscal Period End: In preparing the financial statements as of April 30, 2021, management considered the impact of subsequent events for the
potential recognition or disclosure in the financial statements. Management has determined there were no subsequent events that would need to be disclosed in the Fund’s financial statements.
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
|
|
Level 2 –
|
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument
on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
|
|
Level 3 –
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in
valuing the asset or liability, and would be based on the best information available.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||
Common Stocks
|
|||||||||||||||||
Finance and Insurance
|
$
|
19,120,467
|
$
|
—
|
$
|
—
|
$
|
19,120,467
|
|||||||||
Information
|
5,598,026
|
—
|
—
|
5,598,026
|
|||||||||||||
Management of Companies and Enterprises
|
1,378,990
|
—
|
—
|
1,378,990
|
|||||||||||||
Manufacturing
|
36,750,263
|
—
|
—
|
36,750,263
|
|||||||||||||
Mining, Quarrying, and Oil and Gas Extraction
|
616,237
|
—
|
—
|
616,237
|
|||||||||||||
Professional, Scientific, and Technical Services
|
2,255,892
|
—
|
—
|
2,255,892
|
|||||||||||||
Real Estate and Rental and Leasing
|
833,919
|
—
|
—
|
833,919
|
|||||||||||||
Retail Trade
|
21,004,967
|
—
|
—
|
21,004,967
|
|||||||||||||
Transportation and Warehousing
|
2,387,468
|
—
|
—
|
2,387,468
|
|||||||||||||
Utilities
|
7,348,559
|
—
|
—
|
7,348,559
|
|||||||||||||
Total Common Stocks
|
97,294,788
|
—
|
—
|
97,294,788
|
|||||||||||||
Total Investments in Securities
|
$
|
97,294,788
|
$
|
—
|
$
|
—
|
$
|
97,294,788
|
Expires
|
Amount
|
||||
10/31/2021
|
$
|
124,325
|
|||
10/31/2022
|
280,759
|
||||
10/31/2023
|
322,112
|
||||
4/30/2024
|
140,838
|
||||
$
|
868,034
|
Six Months Ended
|
Year Ended
|
|||||||
April 30, 2021
|
October 31, 2020
|
|||||||
Net investment income
|
$
|
3,122,859
|
$
|
2,708,829
|
||||
Long-term capital gains
|
8,125,361
|
—
|
Cost of investments (a)
|
$
|
103,629,043
|
||
Gross tax unrealized appreciation
|
4,899,018
|
|||
Gross tax unrealized depreciation
|
(22,512,633
|
)
|
||
Net tax unrealized depreciation (a)
|
(17,613,615
|
)
|
||
Undistributed ordinary income
|
2,661,117
|
|||
Undistributed long-term capital gain
|
8,125,361
|
|||
Total distributable earnings
|
10,786,478
|
|||
Total accumulated earnings/(losses)
|
$
|
(6,827,137
|
)
|
(a)
|
The difference between book-basis and tax-basis net unrealized depreciation is attributable primarily to the tax deferral of losses on wash sales. |
1.
|
THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISOR UNDER THE ADVISORY AGREEMENT. The Board considered the nature, extent and quality of the Advisor’s overall services
provided to the Fund, as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the
responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Fund. The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance
program, its chief compliance officer and the Advisor’s compliance record, as well as the Advisor’s cybersecurity program, liquidity risk management program, business continuity plan, and risk management process. Additionally, the Board
considered how the Advisor’s business continuity plan has operated during the recent COVID-19 pandemic. The Board further considered the prior relationship between the Advisor and the Trust, as well as the Board’s knowledge of the Advisor’s
operations, and noted that during the course of the prior year they had met with certain personnel of the Advisor in person or by videoconference to discuss the Fund’s performance and investment outlook as well as various marketing and
compliance topics. The Board concluded that the Advisor had the quality and depth of personnel, resources, investment processes and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that
they were satisfied with the nature, overall quality and extent of such management services.
|
|
2.
|
THE FUND’S HISTORICAL PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISOR. In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term
performance of the Fund as of June 30, 2020, on both an absolute basis and in comparison to its peer funds utilizing Morningstar classifications, appropriate securities market benchmarks, and the Advisor’s similarly managed accounts. While
the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing performance against the comparative peer group universe, the Board took into account that the investment
objectives and strategies of the Fund, as well as its level of risk tolerance, may differ significantly from funds in the peer universe. When reviewing the Fund’s performance against broad market benchmarks, the Board took into account the
differences in portfolio construction between the Fund and such benchmarks as well as other differences between actively managed funds and passive benchmarks, such as objectives and risks. In
|
assessing periods of relative underperformance or outperformance, the Board took into account that relative performance can be significantly impacted by performance measurement periods and that some periods of
underperformance may be transitory in nature while others may reflect more significant underlying issues.
|
||
The Board noted that the Fund underperformed the peer group median of its Morningstar comparative universe for the one-year period and outperformed for the three-year, five-year and ten-year periods ended
June 30, 2020.
|
||
The Board reviewed the performance of the Fund against broad-based securities market benchmarks noting that it had underperformed its primary benchmark index for the one-, three-, five-, and ten-year periods
ended June 30, 2020. The Board also noted that the Fund underperformed its secondary benchmark index for the one-, three-, five, and ten-year periods ended June 30, 2020. The Fund additionally underperformed its tertiary benchmark index for
the one- and three-year periods and outperformed for the five- and ten-year periods ended June 30, 2020.
|
||
The Board also considered any differences in performance between the Advisor’s separately managed accounts and the performance of the Fund, noting that the Fund outperformed the similarly managed composite for
the one-year period and underperformed the similarly managed account composite for the three-, five-, and ten-year periods ended June 30, 2020.
|
||
3.
|
THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISOR AND THE STRUCTURE OF THE ADVISOR’S FEE UNDER THE ADVISORY AGREEMENT. In considering the advisory fee and total expenses of the Fund, the Board reviewed
comparisons to the peer funds and the Advisor’s similarly managed accounts for other types of clients, as well as all expense waivers and reimbursements for the Fund. When reviewing fees charged to other separately managed accounts, the
Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.
|
|
The Board noted that the Advisor had contractually agreed to limit the annual expense ratio for the Fund to no more than 0.70% (the “Expense Cap”). Additionally, the Board noted that the Advisor had
voluntarily agreed to waive a portion of its advisory fees in the event, at the end of any month, the Fund’s trailing three-year and/or five-year average annual total return was less than that of a specific index. The Board noted that the
Fund’s total expense ratio was below its peer group median and average both within the broader universe of peers and among a narrower peer group, adjusted to include only funds with similar asset sizes. Additionally, the Board considered
that the contractual advisory fee was below the peer group median and average. The Board additionally noted that the contractual advisory fee was also below the median and average among a narrower peer group adjusted to include only funds
with similar asset sizes. The Board also considered that after advisory fee waivers and the reimbursement of Fund expenses necessary to maintain the Expense Cap, in addition to the voluntary expense limitation which was in effect during
portions of the period, the advisory fees received from the Fund were below the peer group median and average as of the year ended June 30, 2020.
|
The Board also considered the services the Advisor provided to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund. The
Board found that the management fees charged to the Fund were in some cases higher than the fees charged to the Advisor’s similarly managed account clients due to the increased services provided to the Fund.
|
||
The Board determined that it would continue to monitor the appropriateness of the advisory fee for the Fund and concluded that, at this time, the fee to be paid to the Advisor was fair and reasonable.
|
||
4.
|
ECONOMIES OF SCALE. The Board also considered whether economies of scale were being realized by the Advisor that should be shared with shareholders. The Board further noted that the Advisor has contractually
agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed the specified Expense Cap. The Board noted that at current asset levels, it did not appear that there were additional significant economies of
scale being realized by the Advisor that should be shared with shareholders and concluded that it would continue to monitor economies of scale in the future as circumstances changed and assuming asset levels continue to increase.
|
|
5.
|
THE PROFITS TO BE REALIZED BY THE ADVISOR AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUND. The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the
indirect benefits to the Advisor from advising the Fund. The Board considered the profitability to the Advisor from its relationship with the Fund and considered any additional material benefits derived by the Advisor from its relationship
with the Fund, such as “soft dollar” benefits that may be received in exchange for Fund brokerage. The Board also considered that the Fund does not charge Rule 12b-1 fees. The Board also reviewed information regarding fee offsets for
separate accounts invested in the Fund and determined that the Advisor was not receiving an advisory fee both at the separate account and at the Fund level for these accounts, and as a result was not receiving additional fall-out benefits
from these relationships. After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate resources and profit levels to
support the services it provides to the Fund.
|
•
|
Information we receive about you on applications or other forms;
|
•
|
Information you give us orally; and/or
|
•
|
Information about your transactions with us or others.
|
(a)
|
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
|
(b)
|
Not applicable.
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not Applicable.
|
(a)
|
The Registrant’s President/Chief Executive Officer/Principal Executive Officer and Vice President/Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of
1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and
reported and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an
exhibit. Not Applicable.
|
1.
|
I have reviewed this report on Form N-CSR of Advisors Series Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 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; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report
financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
7/8/2021
|
/s/ Jeffrey T. Rauman
|
|
Jeffrey T. Rauman
President/Chief Executive Officer/Principal Executive Officer
|
1.
|
I have reviewed this report on Form N-CSR of Advisors Series Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 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; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report
financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
7/8/2021
|
/s/ Cheryl L. King
|
|
Cheryl L. King
Vice President/Treasurer/Principal Financial Officer
|
/s/ Jeffrey T. Rauman
Jeffrey T. Rauman
President/Chief Executive Officer/Principal Executive Officer
Advisors Series Trust
|
/s/ Cheryl L. King
Cheryl L. King
Vice President/Treasurer/Principal Financial Officer
Advisors Series Trust
|
Dated: 7/8/2021
|
Dated: 7/8/2021
|
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