N-CSR 1 d931715dncsr.htm FUNDVANTAGE TRUST FundVantage Trust

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 811-22027                

 

FundVantage Trust

(Exact name of registrant as specified in charter)

 

301 Bellevue Parkway

Wilmington, DE 19809

(Address of principal executive offices) (Zip code)

 

Joel L. Weiss

BNY Mellon Investment Servicing (US) Inc.

103 Bellevue Parkway

Wilmington, DE 19809

(Name and address of agent for service)

Registrant’s telephone number, including area code: 302-791-1851

Date of fiscal year end:  April 30

Date of reporting period:  April 30, 2015

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1. Reports to Stockholders.

The Reports to Shareholders are attached herewith.


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Dear Shareholder,

The main theme from April 30, 2014 to April 30, 2015 was the dichotomy between the resumption of economic activity in the US and the weakness of other economies in the developed and emerging world. Despite doubts raised about the recovery of the US economy during the first months of the year, the remaining quarters presented consistent growth and the recovery of the US economy was confirmed. The improvement of the pace of the US economy, with gross domestic product (GDP) growing at around 2.5% in 2014, was accompanied by a recovery of the labour market as the unemployment rate fell. The improvement of the economy led the Federal Reserve (Fed) to terminate its asset purchase program in October 2014. In spite of the negative surprise of lower growth of the US economy in the first quarter of 2015 – due to intense cold weather at the beginning of the year and strikes at West Coast ports – it does not change the evaluation that the US economy is on the path to recovery, which should lead to an interest rate hike by the Fed in the second half of the year. On the other hand, weaker inflation and smaller wage increases reinforced the view that monetary tightening in the country must take place gradually.

In Europe, frustration with growth led to the adoption of new monetary stimulus by the European Central Bank (ECB). The expectation of growth above 1% in the region at the start of the year did not materialise. Internal problems and a loss of confidence in the face of geopolitical tensions resulted in growth of 0.7% in 2014. With the fragility of economic activity and a number of supply shocks, inflation is below the target of 2% set by the ECB, which resulted in the announcement of new measures to stimulate the economy. These measures are part of the ECB’s strategy to stimulate banks in order to direct liquidity to the credit market. Furthermore, the ECB also announced the outline of a new program for the purchase of private assets. It is important to highlight that the euro zone recovery is now underway and monetary stimulus should support this continuing process. In the first quarter of 2015, the euro zone rose 1.0% from 0.9% in the previous quarter. Background data indicates the rate of GDP growth in the second quarter should be close to that observed earlier this year. For 2015 and 2016, we forecast GDP growth of 1.5% and 1.9%, respectively, for the euro zone as whole.

In Latin America, the period began with the downward revision of Brazil’s credit rating. Standard & Poor’s rating agency reviewed the local debt from A- to BBB+ and external debt from BBB to BBB-. The downgrade was justified on the basis of ongoing fiscal deterioration, reducing the government’s responsiveness to shocks and worsening economic growth prospects. In terms of the real economy, there was low growth and higher inflation. The combination of low external demand with a decline of trade, a slowdown in domestic consumption and instability due to the electoral process, resulted in virtually no growth for the Brazilian economy in 2014. Despite the economic downturn, the tight labour market and real income gains have helped to keep inflation close to the upper limit of the target set by the Brazilian Central Bank (BCB). In reaction to inflationary pressure, the BCB raised the interest rate (Selic) by 325 basis points to 13.25% per annum. After a number of volatile months leading up to the election and the subsequent re-election of incumbent Dilma Rousseff, the markets turned attention to who would take over a number

 

1


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

of key positions in the economics team. The names were confirmed just over a month later and officially announced at the start of Rousseff’s second term, reinforcing the commitment to fiscal transparency, the fight against inflation, public debt sustainability and the advance of Brazilian competitiveness.

Mexico, the second largest economy in Latin America, grew 2.1% in 2014. Even though the domestic economy suffered from problems related to the oil shock and social/political problems, there was a moderate recovery compared to the previous year (1.4%). The main source of growth in 2014 was Mexican industry, which has benefited from the US recovery. Mexico has been on a two-speed setting, with a continuing divergence between consumption and industrial production. Low production of oil and the connection with the US economy have been instrumental in creating this situation. Industrial production expanded at the start of the period, but below the range of the fourth quarter of 2014. Consumption has grown consistently. On the political front, Mexico will hold mid-term elections on 7 June for the Chamber of Deputies as well as for local legislatures in 16 states. The composition of the Chamber of Deputies will determine the size of the expenditure cuts in the 2016 budget. Should the Institutional Revolutionary Party and its allies retain their majority, the government is expected to implement further cuts, which will likely affect social programs more than infrastructure spending. Mexico’s growth prospects are positive, but downside risks to the outlook do persist. Although the economy will benefit from the recovery in the US economy, lower oil prices are taking a significant toll on public finances, thus forcing the government to cut spending.

In Chile, real GDP advanced 1.9% in 2014, significantly below the 4.2% growth of the previous year. The end of commodity cycle negatively affected confidence in the economy, leading to a contraction in private investment and a moderation of private consumption. After reaching the bottom in the second quarter of 2015 – the economy grew just 1% – Chile has showed a moderate recovery in the last months. The economy expanded 2.4% in the first quarter of 2015 and we expect fiscal stimulus and private consumption to support the Chilean economy for the whole year. The yearly inflation measure continued to decline, but remained above the upper limits of the target range during most part of the 12-month period. Further surprises may cause the Central Bank to start hiking rates. The market is pricing in hikes of at least 25 basis points by the end of 2015. More importantly, the labour market continues to feed risks of upside inflation surprises. On the political front, President Michelle Bachelet announced that the government will start a constitutional reform process in September. Recently, she also made a surprise announcement of a significant cabinet reshuffle.

Peru and Colombia recorded lower-than-expected economic expansion. In the case of Peru, weaker results are due to bad weather and the drop in business confidence, which is inhibiting investment. In light of modest inflation (3%), the Central Bank may continue to cut interest rates. The economy is expected to accelerate in 2015 compared to 2014, although this depends largely on how much global demand recovers. With more than 50% of total exports based on oil, Colombia is facing a challenging environment due to the oil shock. After advancing 4.6% in 2014 – one of the fastest expansions in Latin America – the rate of growth of the Colombian economy is predicted to decelerate to around 3.5% this year. On

 

2


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

the other hand, the intense acceleration of inflation is a concern. The economic slowdown has made rate hikes unlikely, while the high current account deficit and the above-target inflation (and its potential impact on medium-term expectations) play against rate cuts.

 

  MSCI Performance (US$)
  April 30, 2014 April 30, 2015 Yearly Change

MSCI LATAM

7,510 6,394 -14.85%

MSCI BRAZIL

6,430 5,179 -19.40%

MSCI CHILE

5,014 4,664 -7.00%

MSCI COLOMBIA

2,397 1,672 -30.20%

MSCI MEXICO

10,877 10,250 -5.80%

MSCI PERU

2,311 2,379 2.9%
  Local Markets Index Performance (Local Currency)
  April 30, 2014 April 30, 2015 Yearly Change

Brazil (IBOV)

51,627 56,229 8.9%

Chile (IPSA)

3,910 4,043 3.4%

Colombia (COLCAP)

1,672 1,396 -16.50%

Mexico (MEXBOL)

40,712 44,582 9.5%

Peru (IGBVL)

15,528 13,367 -13.90%

 

  Currency Performance ( x US$)
  April 30, 2014 April 30, 2015 Yearly Change

Brazil (BRL)

2.23 3.00 -25.60%

Chile (CLP)

565 612 -7.70%

Colombia (COP)

1,936 2,383 -18.70%

Mexico (MXN)

13.08 15.35 -14.80%

Peru (PEN)

2.81 3.13 -10.30%

 

3


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

Portfolio Review and Outlook

The Latin American market was highly volatile throughout the period. One of the factors that contributed to the volatility was the strong devaluation of local currencies, which was caused by the slowdown of global growth, the expected withdrawal of the US economic stimulus and the sharp drop of oil prices. The fall of oil was also a major problem for countries that export the product, such as Colombia and Mexico. In Colombia, the risk perception of the economy has increased significantly as economic indicators have deteriorated and shares of companies have fallen – the problems were also amplified by the depreciation of the Colombian peso. In Mexico, the slump of oil prices has also brought down economic growth expectations and government investment; there is also speculation that energy reforms will also be delayed. Finally, the Brazilian election added to volatility in the region. After a divisive campaign, Dilma Rousseff won a second term against her main opponent, Aécio Neves. Rousseff won with, by far, the narrowest margin in Brazil’s modern electoral history.

On April 30, 2015 the Bradesco Latin American Equity Fund (the “Fund”) Institutional Class Shares came to its first full fiscal year end. The Fund was launched on December 20, 2013, and from April 30, 2014 to April 30, 2015 the Fund had completed 12 months of operations.

During this period, the Latin American equity market dropped sharply mainly due to the widespread devaluation of local currencies, with the largest losses concentrated in Colombia and Brazil. The MSCI EM Latin America Index, the Fund’s benchmark, returned -14.85%, while the Fund’s Institutional Class Shares returned -16.51%.

The retail share class was launched on June 9th, 2014, and through April 30, 2015, returned -21.46%, underperforming the benchmark by 286 basis points (“bps”).

The underperformance was mainly due to the effects of unsuccessful stock picking concentrated in the Brazilian share of the portfolio. The main negatives of the Fund were the following: Petrobras, which suffered from the fall of oil prices, a corruption scandal and government interference; Vale, which dropped on the price decline of iron ore due to the slowdown in China; and, finally, companies affected by low domestic growth such as EZTec (construction), Gerdau (steel) and Kroton (education)

Mexico was the main positive and sectors and companies such as utilities (Ienova), industrials (Rassini), airports (Oma, Gap and Asur), in addition to REITs (Terrafina, Danhos, Vesta), made positive contributions to the Fund.

Latin America will face a challenging environment in the coming quarters with lower growth rates due to slowing activity in the region and downward revisions of growth forecasts; the deterioration of the fundamentals of the Brazilian economy; and the sharp drop in oil prices, which may pose a potential risk to the fiscal accounts of Mexico and Colombia.

 

4


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

Mexico, however, should continue its trend of sustainable growth compared to other Latin American countries, backed by the strength of the US economy and improved domestic consumption and industrial activity.

In Brazil, the perception of risk will also remain high based on the volatility of markets and the deterioration of macroeconomic indicators in the coming months. However, we expect a gradual recovery as the government’s efforts of fiscal tightening generate conditions to provide a favourable environment for the resumption of investment in the economy.

External macroeconomic factors such as the slowdown of the Chinese economy, interest rates increases from the Fed, should impact exchanges and the currencies in the Latin American region. In this environment, it increases the importance of the stock picking strategy, which combines protection with investment in market leading companies. We remain selecting opportunities in the region and more favourable to Mexico – even a gradual pace of growth – particularly in the industrial sector.

Finally, we would like to thank you for investing in the Fund. We are at your disposal in case you should need any other information.

 

 

Roberto Sadao Arai Shinkai – Portfolio Manager

May 27th, 2015

This letter is intended to assist shareholders in understanding how the Fund performed during the period ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

 

5


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5705. 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. The quoted returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The Fund charges a 2% redemption fee if redeemed within 30 days of purchase.

The Fund intends to evaluate performance as compared to that of the MSCI EM (Emerging Markets) Latin America Index. The MSCI EM (Emerging Markets) Latin America Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of emerging markets in Latin America. The MSCI EM (Emerging Markets) Latin America Index consists of the following 5 emerging market country indexes: Brazil, Chile, Colombia, Mexico, and Peru.

Risk Considerations: The Fund invests in foreign and emerging market securities which involves certain risks such as currency volatility, political and social instability and reduced market liquidity. The Fund may invest in derivatives (futures, options, swaps). Funds that invest in derivatives are subject to the risks of the underlying securities which may be more sensitive to changes in market conditions and may amplify risks. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Fund and reduce its returns. The Fund is a “non-diversified” investment company, which means that it may invest a larger portion of its assets in the securities of a single issuer compared with a diversified fund.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

 

6


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Dear Fund Shareholder,

The main theme from April 30, 2014 to April 30, 2015 was the dichotomy between the resumption of economic activity in the US and the weakness of other economies in the developed and emerging world. Despite doubts raised about the recovery of the US economy during the first months of the year, the remaining quarters presented consistent growth and the recovery of the US economy was confirmed. The improvement of the pace of the US economy, with gross domestic product (GDP) growing at around 2.5% in 2014, was accompanied by a recovery of the labour market as the unemployment rate fell. The improvement of the economy led the Federal Reserve (Fed) to terminate its asset purchase program in October 2014. In spite of the negative surprise of lower growth of the US economy in the first quarter of 2015 – due to intense cold weather at the beginning of the year and strikes at West Coast ports – it does not change the evaluation that the US economy is on the path to recovery, which should lead to an interest rate hike by the Fed in the second half of the year. On the other hand, weaker inflation and smaller wage increases reinforced the view that monetary tightening in the country must take place gradually.

In Europe, frustration with growth led to the adoption of new monetary stimulus by the European Central Bank (ECB). The expectation of growth above 1% in the region at the start of the year did not materialise. Internal problems and a loss of confidence in the face of geopolitical tensions resulted in growth of 0.7% in 2014. With the fragility of economic activity and a number of supply shocks, inflation is below the target of 2% set by the ECB, which resulted in the announcement of new measures to stimulate the economy. These measures are part of the ECB’s strategy to stimulate banks in order to direct liquidity to the credit market. Furthermore, the ECB also announced the outline of a new program for the purchase of private assets. It is important to highlight that the euro zone recovery is now underway and monetary stimulus should support this continuing process. In the first quarter of 2015, the euro zone rose 1.0% from 0.9% in the previous quarter. Background data indicates the rate of GDP growth in the second quarter should be close to that observed earlier this year. For 2015 and 2016, we forecast GDP growth of 1.5% and 1.9%, respectively, for the euro zone as whole.

In Latin America, the period began with the downward revision of Brazil’s credit rating. Standard & Poor’s rating agency reviewed the local debt from A- to BBB+ and external debt from BBB to BBB-. The downgrade was justified on the basis of ongoing fiscal deterioration, reducing the government’s responsiveness to shocks and worsening economic growth prospects. In terms of the real economy, there was low growth and higher inflation. The combination of low external demand with a decline of trade, a slowdown in domestic consumption and instability due to the electoral process, resulted in virtually no growth for the Brazilian economy in 2014. Despite the economic downturn, the tight labour market and real income gains have helped to keep inflation close to the upper limit of the target set by the Brazilian Central Bank (BCB). In reaction to inflationary pressure, the BCB raised the interest rate (Selic) by 325 basis points to 13.25% per annum. After a number of volatile months leading up to the election and the subsequent re-election of incumbent Dilma Rousseff, the markets turned attention to who would take over a number

 

7


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

of key positions in the economics team. The names were confirmed just over a month later and officially announced at the start of Rousseff’s second term, reinforcing the commitment to fiscal transparency, the fight against inflation, public debt sustainability and the advance of Brazilian competitiveness.

Mexico, the second largest economy in Latin America, grew 2.1% in 2014. Even though the domestic economy suffered from problems related to the oil shock and social/political problems, there was a moderate recovery compared to the previous year (1.4%). The main source of growth in 2014 was Mexican industry, which has benefited from the US recovery. Mexico has been on a two-speed setting, with a continuing divergence between consumption and industrial production. Low production of oil and the connection with the US economy have been instrumental in creating this situation. Industrial production expanded at the start of the period, but below the range of the fourth quarter of 2014. Consumption has grown consistently. On the political front, Mexico will hold mid-term elections on 7 June for the Chamber of Deputies as well as for local legislatures in 16 states. The composition of the Chamber of Deputies will determine the size of the expenditure cuts in the 2016 budget. Should the Institutional Revolutionary Party and its allies retain their majority, the government is expected to implement further cuts, which will likely affect social programs more than infrastructure spending. Mexico’s growth prospects are positive, but downside risks to the outlook do persist. Although the economy will benefit from the recovery in the US economy, lower oil prices are taking a significant toll on public finances, thus forcing the government to cut spending.

In Chile, real GDP advanced 1.9% in 2014, significantly below the 4.2% growth of the previous year. The end of commodity cycle negatively affected confidence in the economy, leading to a contraction in private investment and a moderation of private consumption. After reaching the bottom in the second quarter of 2015 – the economy grew just 1% – Chile has showed a moderate recovery in the last months. The economy expanded 2.4% in the first quarter of 2015 and we expect fiscal stimulus and private consumption to support the Chilean economy for the whole year. The yearly inflation measure continued to decline, but remained above the upper limits of the target range during most part of the 12-month period. Further surprises may cause the Central Bank to start hiking rates. The market is pricing in hikes of at least 25 basis points by the end of 2015. More importantly, the labour market continues to feed risks of upside inflation surprises. On the political front, President Michelle Bachelet announced that the government will start a constitutional reform process in September. Recently, she also made a surprise announcement of a significant cabinet reshuffle.

Peru and Colombia recorded lower-than-expected economic expansion. In the case of Peru, weaker results are due to bad weather and the drop in business confidence, which is inhibiting investment. In light of modest inflation (3%), the Central Bank may continue to cut interest rates. The economy is expected to accelerate in 2015 compared to 2014, although this depends largely on how much global demand recovers. With more than 50% of total exports based on oil, Colombia is facing a challenging environment due to the oil shock. After advancing 4.6% in 2014 – one of the fastest expansions in Latin America –the rate of growth of the Colombian economy is predicted to decelerate to around 3.5% this year. On

 

8


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

the other hand, the intense acceleration of inflation is a concern. The economic slowdown has made rate hikes unlikely, while the high current account deficit and the above-target inflation (and its potential impact on medium-term expectations) play against rate cuts.

 

  Local Interest Rates (%)
  April 30, 2014 April 30, 2015 Last Change

US (FED FUNDS RATE)

0.25 0.25 December 16, 2008

BRAZIL (SELIC)

11.00 13.25 April 29, 2015

CHILE (TPM)

4.00 3.00 October 16, 2014

COLOMBIA

3.50 4.50 August 29, 2014

MEXICO (BANXICO)

3.50 3.00 June 6, 2014

PERU

4.00 3.25 January 5, 2015
  Currency Performance ( x US$)
  April 30, 2014 April 30, 2015 Yearly Change

Brazil (BRL)

2.23 3.00 -25.60%

Chile (CLP)

565 612 -7.70%

Colombia (COP)

1,936 2,383 -18.70%

Mexico (MXN)

13.08 15.35 -14.80%

Peru (PEN)

2.81 3.13 -10.30%

 

9


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

Portfolio Review and Outlook

On April 30, 2015 the Bradesco Latin American Hard Currency Bond Fund (the “Fund”) Institutional Class Shares came to its first full fiscal year end. The Fund launched on December 20, 2013, and from April 30, 2014 to April 30, 2015 the Fund had completed 12 months of operations. In this 12 month period Fund returned -0.03%, 37 basis points (“bps”) below the CS Latam Corporate 0-6Y A/B Index, the Fund’s benchmark.

The Retail Share Class was launched on June 9th, 2014, and through April 30, 2015, returned -2.07%, underperforming the benchmark by 55 basis points (“bps”).

At the start of the period, the Fund maintained its focus on high quality bonds – mainly Brazilian issues – to capture a higher risk/reward premium. Brazilian assets were highly discounted compared to Latin American peers as a result of low growth expectations for the country, which, in our assessment, were largely priced into assets. Holdings were mainly investment grade papers and a large cash position due to the belief that many bonds were excessively priced and the premium did not compensate for the risk of holding them. We gradually diversified into issues that matched our scenario of a stronger US Dollar and lower commodity prices, seeking bonds that could benefit from this environment and offer reasonable levels of income.

After an extended period of Brazilian spreads widening, emerging market debt was volatile right until the end of the year – this was driven by concerns about global growth, outflows from US high yield bonds and the decline of oil prices. Outperformance in the last part of the year was due to exposure to Chilean and Peruvian banks and the consumer and construction sectors in Mexico. Colombian and Brazilian issues were impacted by continued weakness in commodity prices. Within investments in Brazil, there were, however, positive contributions coming from the investment grade issues, such as banks. The gains were eventually offset by the underperformance of the oil and gas and construction sector, which were pulled down by investigations of corruption at Petrobras. During this part of the year, we also focused on Mexico and the implementation of reforms, given its proximity to the US and the ability of companies with solid fundamentals that benefit from this uptick of activity.

At the end of the period, there was high volatility from moves in foreign currency markets, oil price drops and a macro backdrop lacking signs of sustainable growth. There were mixed responses to these challenges in Latin America. Peru started to provide economic stimulus, but concerns about fiscal stability and the impact on the US Dollar denominated debt of banks weighed heavily on sentiment. Chile and Brazil were still suffering from political tensions and higher inflation, while Mexican issues were a bright spot that contributed positively to the portfolio’s performance, although industrial production was somewhat disappointing.

Mexico’s inflation, fiscal and growth indicators are all currently under control. Brazil continued to be

 

10


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

the main focus of the fund, as the premium on spreads remains attractive across the region. As concerns about inflation, political tensions and the risk of downgrade are already priced in, returns can be captured as these issues are addressed and tensions start to dissipate.

Mexico should continue to perform relatively well due to better US growth prospects, although lower revenues from declining oil prices raise concerns about achieving the fiscal targets (for both Mexico and Colombia). Peruvian banks are also a source of concern due to the FX effect on the partially Dollarized economy and risk for non-performing loans.

Brazil will be our main focus in the region over the next two quarters in terms of investment opportunities. With fiscal adjustments in place, the expected end of monetary tightening and cooling inflationary pressures, the potential for losing investment grade status from rating agencies should decline. As a result of the country’s response to a more austere fiscal policy, Brazil should once again be of interest to investors, translating into new inflows and recovery for Brazilian asset prices.

Finally, we would like to thank you for investing in the Fund. We are at your disposal in case you should need any other information.

 

Clayton Rodrigues – Portfolio Manager

May 27th, 2015

This letter is intended to assist shareholders in understanding how the Fund performed during the period ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

 

11


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866)-640-5705. 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. The quoted returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The fund charges a 2% redemption fee if redeemed within 30 days of purchase.

The Fund intends to evaluate its performance as compared to that of the Credit Suisse (“CS”) Latin America Corporate Index 0-6Y A/B Buckets. The CS Latin America Corporate Index 0-6Y A/B Buckets is a subset index of the CS-LACI. It contains bonds with less than 6 years to maturity and rated “B-” or higher [composite of Moody’s, S&P, and Fitch ratings as determined by Credit Suisse’s methodology]. CS-LACI Index is a diversified basket of liquid, tradable Latin American corporate bond issues that are denominated in US dollars. This index provides a region-specific benchmark that represents characteristics, pricing, and total return performance of different asset classes within the Latin American corporate bond universe. The index is divided into three different categories, including supranational, quasi-sovereign, and corporate bonds and can be broken down by country of issuance.

Risk Considerations: The Fund invests in foreign and emerging market securities which involves certain risks such as currency volatility, political and social instability and reduced market liquidity. The Fund may invest in derivatives (futures, options, swaps) and high yield debt (also known as junk bonds) all of which may cause greater volatility and less liquidity. Funds that invest in derivatives are subject to the risks of the underlying securities which may be more sensitive to changes in market conditions and may amplify risks. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Fund and reduce its returns. As interest rates rise the value of bond prices will decline and an investor may lose money The Fund is a “non-diversified” investment company, which means that it may invest a larger portion of its assets in the securities of a single issuer compared with a diversified fund.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

 

12


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in Bradesco Latin American Equity Fund’s Institutional Class vs. MSCI EM (Emerging Markets) Latin America Index.

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
  

1 Year

Since Inception

  

    Institutional Class

-16.51% -10.88%  

    MSCI EM (Emerging Markets) Latin America Index

-14.85% -10.89%*  

 

  Institutional Class of the Bradesco Latin American Equity Fund (the “Fund”) commenced operations on December 20, 2013.

 

* Benchmark performance is from commencement date of Institutional Class Shares of the Fund (December 20, 2013) only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5705.

 

13


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

The Fund’s total gross and net operating expense ratio, as stated in the current prospectus dated September 1, 2014, is 26.45% and 1.76% of the Fund’s average daily net assets for Institutional Class, which may differ from the actual expenses incurred by the Fund for the period covered by this report. A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. The redemption fee is not reflected in the returns shown above. BRAM US LLC (“BRAM US” or the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, Rule 12b-1 distribution fees, “Acquired Fund Fees and Expenses,” interest, extraordinary items and brokerage commissions, exceed 1.75% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until December 20, 2015, unless the Board of Trustees of the FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

The Fund intends to evaluate performance as compared to that of the MSCI EM (Emerging Markets) Latin America Index. The MSCI EM Latin America Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of emerging markets in Latin America. The MSCI EM Latin America Index consists of the following 5 emerging market country indexes: Brazil, Chile, Colombia, Mexico, and Peru. An index is unmanaged and it is not possible to invest in an index.

The Fund is non-diversified which means it may be invested in a limited number of issuers geographically particularly Latin America and more susceptible to any economic, political and regulatory events. The Fund invests primarily in markets of emerging countries which are riskier and may be considered speculative. In addition, many emerging securities markets have far lower trading volumes, currency devaluation risk and less liquidity than developed markets. The Fund may invest in derivatives (futures, options, and swaps), depositary receipts and small to mid-capitalization companies all of which may cause greater volatility and less liquidity. Funds that invest in derivatives are subject to the risks of the underlying securities which may be more sensitive to changes in market conditions and may amplify risks. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Fund and reduce its returns.

Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.

 

14


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in Bradesco Latin American Equity Fund’s Retail Class vs. MSCI EM (Emerging Markets) Latin America Index.

 

LOGO

 

Total Returns for the Period Ended April 30, 2015
   Since Inception   

    Retail Class

-21.46%  

    MSCI EM (Emerging Markets) Latin America Index

-18.60%*  

 

 

Retail Class of the Bradesco Latin American Equity Fund (the “Fund”) commenced operations on June 9, 2014.

 

Not Annualized.

 

*

Benchmark performance is from commencement date of Retail Class Shares of the Fund (June 9, 2014) only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5705.

The Fund’s total gross and net operating expense ratio, as stated in the current prospectus dated September 1, 2014, is 26.70% and 2.01% of the Fund’s average daily net assets for Retail Class Shares, which may differ from the actual expenses incurred by the Fund for the period covered by this report. A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. The redemption fee is not reflected in the returns shown above. BRAM US LLC (“BRAM US” or the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, Rule 12b-1 distribution fees, “Acquired Fund Fees and Expenses,” interest, extraordinary items and brokerage commissions,

 

15


BRADESCO LATIN AMERICAN EQUITY FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

exceed 1.75% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until December 20, 2015, unless the Board of Trustees of the FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

The Fund intends to evaluate performance as compared to that of the MSCI EM (Emerging Markets) Latin America Index. The MSCI EM Latin America Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of emerging markets in Latin America. The MSCI EM Latin America Index consists of the following 5 emerging market country indexes: Brazil, Chile, Colombia, Mexico, and Peru. An index is unmanaged and it is not possible to invest in an index.

The Fund is non-diversified which means it may be invested in a limited number of issuers geographically particularly Latin America and more susceptible to any economic, political and regulatory events. The Fund invests primarily in markets of emerging countries which are riskier and may be considered speculative. In addition, many emerging securities markets have far lower trading volumes, currency devaluation risk and less liquidity than developed markets. The Fund may invest in derivatives (futures, options, and swaps), depositary receipts and small to mid-capitalization companies all of which may cause greater volatility and less liquidity. Funds that invest in derivatives are subject to the risks of the underlying securities which may be more sensitive to changes in market conditions and may amplify risks. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Fund and reduce its returns.

Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.

 

16


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $10,000 Investment in Bradesco Latin American Hard Currency Bond Fund’s Institutional Class vs. Credit Suisse Latin America Corporate Index.

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
   1 Year Since Inception   

      Institutional Class

0.07% 3.06%  

      CS Latin America Corporate Index 0-6Y A/B Buckets

0.34% 3.12%*  

 

 

Institutional Class of the Bradesco Latin American Hard Currency Bond Fund (the “Fund”) commenced operations on December 20, 2013.

 

*

Benchmark performance is from commencement date of Institutional Class Shares of the Fund (December 20, 2013) only and is not the commencement date of the benchmark itself.

The performance data includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5705.

The Fund’s total gross and net operating expense ratio, as stated in the current prospectus dated September 1, 2014, is 8.47% and 1.51% of the Fund’s average daily net assets for Institutional Class which may differ from the actual expenses incurred by the Fund for the period covered by this report. A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. The redemption fee is not reflected in the returns shown above. BRAM US LLC (“BRAM US” or the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation

 

17


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

received from the Fund to the extent that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, Rule 12b-1 distribution fees, “Acquired Fund Fees and Expenses,” interest, extraordinary items and brokerage commissions, exceed 1.50% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until December 20, 2015, unless the Board of Trustees of the FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

The Fund intends to evaluate performance as compared to that of the Credit Suisse (“CS”) Latin America Corporate Index 0-6Y A/B Buckets. The CS Latin America Corporate Index 0-6Y A/B Buckets is a subset index of the CS-Latin America Corporate Index (“LACI”). It contains bonds with less than 6 years to maturity and rated “B-” or higher [composite of Moody’s, S&P, and Fitch ratings as determined by Credit Suisse’s methodology]. CS LACI Index is a diversified basket of liquid, tradable Latin American corporate bond issues that are denominated in US dollars. This index provides a region-specific benchmark that represents characteristics, pricing, and total return performance of different asset classes within the Latin American corporate bond universe. The index is divided into three different categories, including supranational, quasi-sovereign, and corporate bonds and can be broken down by country of issuance. An index is unmanaged and it is not possible to invest in an index.

The Fund is non-diversified which means it may be invested in a limited number of issuers particularly in Latin America and more susceptible to any economic, political and regulatory events. The Fund invests primarily in markets of emerging countries which are riskier and may be considered speculative as well as derivatives which may amplify volatility. In addition, many emerging securities markets have far lower trading volumes, currency devaluation risk and less liquidity than developed markets. The Fund invests in below investment grade bonds (known as “junk bonds”) and may be less liquid and subject to greater volatility. The Fund is subject to the same risks as the underlying bonds in the portfolio such as credit, prepayment, sovereign debt, call and interest rate risk. As interest rates rise the value of bond prices will decline.

Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.

 

18


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in Bradesco Latin American Hard Currency Bond Fund’s Retail Class vs. Credit Suisse Latin America Corporate Index.

 

LOGO

 

Total Returns for the Period Ended April 30, 2015  
  

Since Inception

  

    Retail Class

-1.97%  

    CS Latin America Corporate Index 0-6Y A/B Buckets

-1.52%*  

 

 

Not Annualized.

 

Retail Class of the Bradesco Latin American Hard Currency Bond Fund (the “Fund”) commenced operations on June 9, 2014.

 

*

Benchmark performance is from commencement date of Retail Class Shares of the Fund (June 9, 2014) only and is not the commencement date of the benchmark itself.

The performance data includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5705.

The Fund’s total gross and net operating expense ratio, as stated in the current prospectus dated September 1, 2014, is 8.72% and 1.76% of the Fund’s average daily net assets for Retail Class Shares, which may differ from the actual expenses incurred by the Fund for the period covered by this report. A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. The redemption fee is not reflected in the returns shown above.

 

19


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

BRAM US LLC (“BRAM US” or the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, “Acquired Fund Fees and Expenses,” interest, extraordinary items and brokerage commissions, exceed 1.50% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until December 20, 2015, unless the Board of Trustees of the FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

The Fund intends to evaluate performance as compared to that of the Credit Suisse (“CS”) Latin America Corporate Index 0-6Y A/B Buckets. The CS Latin America Corporate Index 0-6Y A/B Buckets is a subset index of the CS Latin America Corporate Index (“LACI”). It contains bonds with less than 6 years to maturity and rated “B-” or higher [composite of Moody’s, S&P, and Fitch ratings as determined by Credit Suisse’s methodology]. CS LACI Index is a diversified basket of liquid, tradable Latin American corporate bond issues that are denominated in US dollars. This index provides a region-specific benchmark that represents characteristics, pricing, and total return performance of different asset classes within the Latin American corporate bond universe. The index is divided into three different categories, including supranational, quasi-sovereign, and corporate bonds and can be broken down by country of issuance. An index is unmanaged and it is not possible to invest in an index.

The Fund is non-diversified which means it may be invested in a limited number of issuers particularly in Latin America and more susceptible to any economic, political and regulatory events. The Fund invests primarily in markets of emerging countries which are riskier and may be considered speculative as well as derivatives which may amplify volatility. In addition, many emerging securities markets have far lower trading volumes, currency devaluation risk and less liquidity than developed markets. The Fund invests in below investment grade bonds (known as “junk bonds”) and may be less liquid and subject to greater volatility. The Fund is subject to the same risks as the underlying bonds in the portfolio such as credit, prepayment, sovereign debt, call and interest rate risk. As interest rates rise the value of bond prices will decline.

Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.

 

20


BRADESCO FUNDS

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Bradesco Funds (each a “Fund” and together, the “Funds”), you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a 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 from November 1, 2014, through April 30, 2015 and held for the entire period.

Actual Expenses

The first line for each Fund in the accompanying 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 entitled “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 Fund in the accompanying table provides information about hypothetical account values and hypothetical expenses based on such 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(s) and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying 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.

 

21


BRADESCO FUNDS

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

     Bradesco Latin American Equity Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Institutional Class

              

Actual

       $1,000.00          $   842.30          $7.99  

Hypothetical (5% return before expenses)

       1,000.00          1,016.12          8.75  

Retail Class

              

Actual

       $1,000.00          $   841.20          $9.13  

Hypothetical (5% return before expenses)

       1,000.00          1,014.88          9.99  
     Bradesco Latin American Hard Currency Bond Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period**

Institutional Class

              

Actual

       $1,000.00          $   984.10          $7.38  

Hypothetical (5% return before expenses)

       1,000.00          1,017.36          7.50  

Retail Class

              

Actual

       $1,000.00          $   982.60          $8.60  

Hypothetical (5% return before expenses)

       1,000.00          1,016.12          8.75  

 

 

*

Expenses are equal to an annualized expense ratio for the six month period ended April 30, 2015 of 1.75% and 2.00% for the Institutional Class and the Retail Class Shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six month total returns for the Fund of (15.77)% and (15.88)% for the Institutional Class and the Retail Class Shares, respectively.

 

**

Expenses are equal to an annualized expense ratio for the six month period ended April 30, 2015 of 1.50% and 1.75% for the Institutional Class and the Retail Class Shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six month total returns for the Fund of (1.59)% and (1.74)% for the Institutional Class and the Retail Class Shares, respectively.

 

22


BRADESCO LATIN AMERICAN EQUITY FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
  Value

COMMON STOCK:

        

Beverages

       12.0 %     $ 1,889,477  

Banks

       7.5         1,177,817  

REITS

       7.2         1,138,381  

Food

       6.8         1,067,209  

Holding Companies-Diversified

       5.2         826,544  

Airline

       4.8         752,026  

Electric

       4.5         706,456  

Consumer Services

       4.4         699,707  

Telecommunications

       3.8         593,276  

Commercials Services

       3.1         490,257  

Building Materials

       2.9         448,135  

Insurance

       2.1         325,152  

Chemicals

       1.9         293,007  

Retail

       1.2         180,973  

Material

       0.5         88,099  

Software

       0.2         37,502  

Preferred Stocks

       26.3         4,129,455  

Registered Investment Company

       4.1         643,132  

Other Assets in Excess of Liabilities

       1.5         232,751  
    

 

 

     

 

 

 

NET ASSETS

    100.0 %   $ 15,719,356  
    

 

 

     

 

 

 

 

 

 

Portfolio holdings are subject to change at any time.

 

23


BRADESCO LATIN AMERICAN EQUITY FUND

Portfolio of Investments

April 30, 2015

 

 

     Number
of Shares
     Value  

COMMON STOCKS — 68.1%

  

Brazil — 26.0%

     

AMBEV SA, SP ADR

     143,400       $ 907,722   

BB Seguridade Participacoes SA

     28,200         325,152   

BRF SA, ADR

     31,400         674,158   

Ez Tec Empreendimentos e Participacoes SA

     45,800         288,212   

Kroton Educacional SA

     121,420         445,711   

Localiza Rent a Car SA

     3,800         44,546   

Multiplan Empreendimentos Imobiliarios SA

     16,600         289,251   

Raia Drogasil SA

     34,800         393,051   

Totvs SA

     3,200         37,502   

Ultrapar Participacoes SA

     12,800         293,007   

WEG SA

     72,000         385,217   
     

 

 

 
  4,083,529   
     

 

 

 

Chile — 5.5%

Banco Santander Chile, ADR

  4,400      95,964   

Empresa Nacional de Electricidad SA

  214,215      330,017   

Empresas CMPC SA

  31,400      88,099   

SACI Falabella

  23,200      180,973   

Vina Concha y Toro SA

  86,500      176,394   
     

 

 

 
  871,447   
     

 

 

 

Colombia — 0.8%

Grupo De Inversiones Suramericana SA

  8,600      134,741   
     

 

 

 

Mexico — 32.1%

Alfa SAB de CV, Class A

  151,000      306,586   

America Movil SAB de CV, ADR, Series L

  28,400      593,276   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Mexico — (Continued)

     

Bolsa Mexicana de Valores SAB de CV

     160,100       $ 308,158   

Cemex SAB de CV, SP ADR*

     46,584         448,135   

Concentradora Fibra Danhos SA de CV

     125,450         312,685   

Corp Inmobiliaria Vesta SAB de CV

     132,236         248,233   

Fomento Economico Mexicano SAB de CV, SP ADR

     8,900         805,361   

Grupo Aeroportuario del Centro Norte SAB de CV, ADR*

     9,300         371,442   

Grupo Aeroportuario Del Sureste SAB de CV, Class B

     26,900         380,584   

Grupo Financiero Banorte SAB de CV

     34,200         194,005   

Infraestructura Energetica Nova SAB de CV

     64,500         376,439   

Rassini SAB de CV*

     91,700         378,049   

Wal-mart De Mexico Sab De Cv

     136,700         321,658   
     

 

 

 
  5,044,611   
     

 

 

 

Peru — 3.7%

Credicorp Ltd.

  3,800      579,690   
     

 

 

 

TOTAL COMMON STOCKS

(Cost $11,109,412)

  10,714,018   
     

 

 

 

PREFERRED STOCKS — 26.3%

  

Brazil — 25.0%

Itau Unibanco Holding SA, ADR

  116,600      1,494,812   
 

 

The accompanying notes are an integral part of the financial statements.

 

24


BRADESCO LATIN AMERICAN EQUITY FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Number
of Shares
    Value  

PREFERRED STOCKS — (Continued)

  

Brazil — (Continued)

    

Itausa - Investimentos Itau SA

     326,000      $ 1,152,326   

Petroleo Brasileiro SA, SP ADR

     79,800        692,664   

Suzano Papel e Celulose SA

     70,600        353,592   

Vale SA, SP ADR

     39,400        238,370   
    

 

 

 
  3,931,764   
    

 

 

 

Colombia — 1.3%

Banco Davivienda SA

  17,000      197,691   
    

 

 

 

TOTAL PREFERRED STOCKS

(Cost $4,270,965)

  

  

  4,129,455   
    

 

 

 

REGISTERED INVESTMENT COMPANY — 4.1%

  

Dreyfus Government Cash Management Fund, Institutional Shares, 0.01%(a)

  643,132      643,132   
    

 

 

 

TOTAL REGISTERED INVESTMENT COMPANY
(Cost $643,132)

    

  643,132   
    

 

 

 

TOTAL INVESTMENTS - 98.5%
(Cost $16,023,509)

   

  15,486,605   

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.5%

   

  232,751   
    

 

 

 

NET ASSETS - 100.0%

$   15,719,356   
    

 

 

 

 

 

 

(a) 

Rate periodically changes. Rate disclosed is the daily yield on April 30, 2015.

*

Non-income producing.

 

ADR

American Depositary Receipt

SP ADR

Sponsored Depositary Receipt

 

 

The accompanying notes are an integral part of the financial statements.

 

25


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

     % of Net
Assets
  Value

SECURITY TYPE:

        

Corporate Bonds and Notes

       67.0 %     $ 10,354,107  

Government Bonds

       15.9         2,461,375  

Registered Investment Company

       26.2         4,053,182  

Liabilities in excess of Assets

       (9.1 )       (1,409,063 )
    

 

 

     

 

 

 

NET ASSETS

    100.0 %   $ 15,459,601  
    

 

 

     

 

 

 

 

 

Portfolio holdings are subject to change at any time.

 

26


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Portfolio of Investments

April 30, 2015

 

 

     Par        
     Value     Value  

CORPORATE BONDS AND NOTES — 67.0%

  

Austria — 0.2%

    

Oas Investments GmbH
8.25%, 10/19/2019(a)(b)

   $     200,000      $ 35,000   
    

 

 

 

Brazil — 26.1%

Banco do Brasil SA
5.88%, 01/19/2023

  700,000      710,290   

Banco Santander Brasil SA
4.63%, 02/13/2017

  200,000      208,000   

BM&FBovespa SA
5.50%, 07/16/2020

  500,000      541,250   

Caixa Economica Federal
4.50%, 10/03/2018

  200,000      201,500   

Embraer SA
5.15%, 06/15/2022

  500,000      527,500   

Hypermarcas SA
6.50%, 04/20/2021(b)

  500,000      523,000   

Itau Unibanco Holding SA
5.75%, 01/22/2021

  200,000      211,000   

Itau Unibanco Holding SA
5.65%, 03/19/2022

  300,000      312,750   

Itau Unibanco Holding SA
5.50%, 08/06/2022

  200,000      206,190   

Samarco Mineracao SA
4.13%, 11/01/2022

  200,000      186,000   

Votorantim Cimentos SA
7.25%, 04/05/2041

  400,000      412,000   
    

 

 

 
  4,039,480   
    

 

 

 

Cayman Islands — 15.1%

BFF International Ltd.
7.25%, 01/28/2020

  500,000      564,105   

BR Malls International Finance Ltd.
8.50%, 01/21/2016(b)(c)

  400,000      410,000   
     Par         
     Value      Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Cayman Islands — (Continued)

  

Cosan Overseas Ltd.
8.25%, 11/05/2015(b)(c)

   $     200,000       $ 200,000   

Odebrecht Finance Ltd.
4.38%, 04/25/2025

     300,000         258,000   

Suzano Trading Ltd.
5.88%, 01/23/2021

     400,000         420,000   

Vale Overseas Ltd.
4.38%, 01/11/2022

     500,000         482,830   
     

 

 

 
  2,334,935   
     

 

 

 

Chile — 4.0%

Banco Santander Chile
3.88%, 09/20/2022

  400,000      415,380   

Corpbanca SA
3.88%, 09/22/2019

  200,000      205,382   
     

 

 

 
  620,762   
     

 

 

 

Colombia — 2.9%

Bancolombia SA
5.95%, 06/03/2021

  400,000      442,680   
     

 

 

 

Luxembourg — 2.3%

Klabin Finance SA
5.25%, 07/16/2024

  360,000      355,950   
     

 

 

 

Mexico — 11.8%

Alfa SAB de CV
5.25%, 03/25/2024(b)

  500,000      541,250   

America Movil SAB de CV
5.00%, 03/30/2020

  300,000      337,800   

Cemex SAB de CV
5.88%, 03/25/2019(b)

  500,000      516,000   

Grupo Bimbo Sab de CV
4.50%, 01/25/2022

  400,000      428,000   
     

 

 

 
  1,823,050   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

27


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Par        
     Value     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Netherlands — 1.2%

    

Cimpor Financial Operations BV
5.75%, 07/17/2024(b)

   $ 200,000      $ 181,000   
    

 

 

 

Virgin Islands — 3.4%

Gerdau Trade, Inc.
5.75%, 01/30/2021

  500,000      521,250   
    

 

 

 

TOTAL CORPORATE BONDS AND NOTES (Cost $10,444,628)

  10,354,107   
    

 

 

 

GOVERNMENT BONDS — 15.9%

  

Brazilian Government International Bond 7.13%, 01/20/2037

  2,030,000      2,461,375   
    

 

 

 

TOTAL GOVERNMENT BONDS (Cost $2,507,522)

  2,461,375   
    

 

 

 
         
Shares
    Value  

REGISTERED INVESTMENT COMPANY — 26.2%

  

Dreyfus Government Cash Management Fund, Institutional Shares,
0.01%(d)

     4,053,182        4,053,182   
    

 

 

 

TOTAL REGISTERED INVESTMENT
COMPANY
(Cost $4,053,182)

    

  4,053,182   
    

 

 

 

TOTAL INVESTMENTS - 109.1% (Cost $17,005,332)

   

  16,868,664   

LIABILITIES IN EXCESS OF OTHER ASSETS - (9.1)%

  (1,409,063
    

 

 

 

NET ASSETS - 100.0%

$ 15,459,601   
    

 

 

 

 

 

(a) 

Investment with a total aggregate value of $35,000 or 0.2% of net assets was in default as of April 30, 2015.

(b) 

This security is callable.

(c) 

Security is perpetual. Date shown is next call date.

(d) 

Rate periodically changes. Rate disclosed is the daily yield on April 30, 2015.

 

 

The accompanying notes are an integral part of the financial statements.

 

28


BRADESCO FUNDS

Statements of Assets and Liabilities

April 30, 2015

 

  Bradesco Latin
American Equity
Fund
Bradesco
Latin American
Hard Currency Bond
Fund

Assets

        

Investments, at value (Cost $16,023,509 and $17,005,332, respectively)

     $ 15,486,605       $ 16,868,664  

Receivable for investments sold

       48,306          

Dividends and interest receivable

       37,420         155,491  

Receivable from Investment Adviser

       173,269          

Prepaid expenses and other assets

       37,532         35,323  
    

 

 

     

 

 

 

Total assets

       15,783,132         17,059,478  
    

 

 

     

 

 

 

Liabilities

        

Payable for investments purchased

               1,532,537  

Payable for audit fees

       18,490         19,881  

Payable for transfer agent fees

       15,236         12,273  

Payable for administration and accounting fees

       13,137         13,124  

Payable for custodian fees

       8,177         8,881  

Payable for printing fees

       5,138         2,159  

Payable for legal fees

       1,284         2,534  

Payable for distribution fees

       17         20  

Payable to Investment Adviser

               6,890  

Accrued expenses

       2,297         1,578  
    

 

 

     

 

 

 

Total liabilities

       63,776         1,599,877  
    

 

 

     

 

 

 

Net Assets

     $ 15,719,356       $ 15,459,601  
    

 

 

     

 

 

 

Net Assets Consisted of:

        

Capital stock, $0.01 par value

     $ 18,410       $ 15,451  

Paid-in capital

       18,094,889         15,688,927  

Accumulated net investment income/(loss)

       (67,502 )       37,999  

Accumulated net realized loss from investments and foreign currency transactions and translation of assets and liabilities denominated in foreign currency

       (1,789,409 )       (146,108 )

Net unrealized depreciation on investments

       (537,032 )       (136,668 )
    

 

 

     

 

 

 

Net Assets

     $ 15,719,356       $ 15,459,601  
    

 

 

     

 

 

 

Institutional Class:

        

Net asset value, offering and redemption price per share ($15,636,647 / 1,831,345) and ($15,362,406 / 1,535,415 shares)

     $ 8.54       $ 10.01  
    

 

 

     

 

 

 

Retail Class:

        

Net asset value, offering and redemption price per share ($82,709 / 9,701) and ($97,195 / 9,690 shares)

     $ 8.53       $ 10.03  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

29


BRADESCO FUNDS

Statements of Operations

For the Year Ended April 30, 2015

 

  Bradesco Latin
American Equity
Fund
Bradesco
Latin American
Hard Currency Bond
Fund

Investment Income

        

Dividends

     $ 268,897       $  

Less: foreign taxes withheld

       (20,314 )        

Interest

       24         482,837  
    

 

 

     

 

 

 

Total investment income

       248,607         482,837  
    

 

 

     

 

 

 

Expenses

        

Advisory fees (Note 2)

       105,639         90,371  

Administration and accounting fees

       77,063         75,231  

Transfer agent fees (Note 2)

       49,711         49,745  

Legal fees

       23,635         29,529  

Registration and filing fees

       23,315         23,697  

Audit fees

       19,846         19,881  

Custodian fees (Note 2)

       16,278         16,593  

Printing and shareholder reporting fees

       14,678         14,902  

Trustees’ and officers’ fees (Note 2)

       11,377         15,516  

Distribution fees (Class R) (Note 2)

       201         216  

Other expenses

       5,112         5,362  
    

 

 

     

 

 

 

Total expenses

       346,855         341,043  
    

 

 

     

 

 

 

Less: waivers and reimbursements (Note 2)

       (161,787 )       (158,963 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

       185,068         182,080  
    

 

 

     

 

 

 

Net investment income

       63,539         300,757  
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments

        

Net realized loss from investments

       (1,777,037 )       (96,884 )

Net realized loss from foreign currency transactions

       (127,380 )        

Net change in unrealized appreciation/(depreciation) on investments

       (565,933 )       (287,924 )

Net change in unrealized appreciation/(depreciation) on foreign currency translations

       (131 )        
    

 

 

     

 

 

 

Net realized and unrealized loss on investments

       (2,470,481 )       (384,808 )
    

 

 

     

 

 

 

Net decrease in net assets resulting from operations

     $ (2,406,942 )     $ (84,051 )
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

30


BRADESCO LATIN AMERICAN EQUITY FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Period Ended
April 30, 2014*
 

Increase/(Decrease) in net assets from operations:

Net investment income

$ 63,539    $ 5,795   

Net realized loss from investments and foreign currency transactions

  (1,904,417   (11,115

Net change in unrealized appreciation/(depreciation) on investments and foreign currency translations

  (566,064   29,032   
  

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

  (2,406,942   23,712   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders:

Net investment income:

Institutional Class

  (17,181     
  

 

 

   

 

 

 

Total from net investment income

  (17,181     
  

 

 

   

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  17,119,767      1,000,000   
  

 

 

   

 

 

 

Total increase in net assets

  14,695,644      1,023,712   
  

 

 

   

 

 

 

Net assets

Beginning of period

  1,023,712        
  

 

 

   

 

 

 

End of period

$ 15,719,356    $ 1,023,712   
  

 

 

   

 

 

 

Accumulated net investment income/(loss), end of period

$ (67,502 $ 7,859   
  

 

 

   

 

 

 

 

*

The Fund commenced operations on December 20, 2013.

The accompanying notes are an integral part of the financial statements.

 

31


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Period Ended
April 30, 2014*
 

Increase/(Decrease) in net assets from operations:

Net investment income

$ 300,757    $ 45,042   

Net realized gain/(loss) from investments and foreign currency transactions

  (96,884   16,896   

Net change in unrealized appreciation/(depreciation) on investments, and foreign currency translations

  (287,924   151,256   
  

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

  (84,051   213,194   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Institutional Class

  (281,401   (31,446

Retail Class

  (2,140     
  

 

 

   

 

 

 

Total from net investment income

  (283,541   (31,446
  

 

 

   

 

 

 

Net realized capital gains:

Institutional Class

  (65,450     

Retail Class

  (670     
  

 

 

   

 

 

 

Total from net realized capital gains

  (66,120     
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (349,661   (31,446
  

 

 

   

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  11,189,553      4,522,012   
  

 

 

   

 

 

 

Total increase in net assets

  10,755,841      4,703,760   
  

 

 

   

 

 

 

Net assets

Beginning of period

  4,703,760        
  

 

 

   

 

 

 

End of period

$ 15,459,601    $ 4,703,760   
  

 

 

   

 

 

 

Accumulated net investment income, end of period

$ 37,999    $ 20,783   
  

 

 

   

 

 

 

 

*

The Fund commenced operations on December 20, 2013.

The accompanying notes are an integral part of the financial statements.

 

32


BRADESCO LATIN AMERICAN EQUITY FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for each of the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class  
     For the Year
Ended
April 30, 2015
    For the Period
December 20, 2013*

to April 30, 2014
 

Per Share Operating Performance

    

Net asset value, beginning of period

   $ 10.24      $ 10.00   
  

 

 

   

 

 

 

Net investment income(1)

  0.06      0.06   

Net realized and unrealized gain/(loss) on investments

  (1.75 )(2)    0.18   
  

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

  (1.69   0.24   
  

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.01     
  

 

 

   

 

 

 

Net asset value, end of period

$ 8.54    $ 10.24   
  

 

 

   

 

 

 

Total investment return(3)

  (16.51 )%(2)    2.40

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

$ 15,637    $ 1,024   

Ratio of expenses to average net assets

  1.75   1.75 %(4) 

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

  3.27   23.40 %(4) 

Ratio of net investment income to average net assets

  0.60   1.70 %(4) 

Portfolio turnover rate

  120.72   15.55 %(6) 

 

*

Commencement of operations.

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

During the year, the Adviser reimbursed the Fund for a loss on an investment not meeting the Fund’s investment guidelines. Had this reimbursement not occurred, the Net realized and unrealized gain/(loss) on investments and the Total investment return would have been $(1.83) and (17.29)%, respectively.

(3)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4)

Annualized.

(5)

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(6)

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

33


BRADESCO LATIN AMERICAN EQUITY FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Retail Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total return in the table represents the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Retail Class  
     For the Period
June 9, 2014*
to April 30, 2015
 

Per Share Operating Performance

  

Net asset value, beginning of period

   $ 10.86   
  

 

 

 

Net investment income(1)

  0.02   

Net realized and unrealized loss on investments

  (2.35 )(2) 
  

 

 

 

Net decrease in net assets resulting from operations

  (2.33
  

 

 

 

Net asset value, end of period

$ 8.53   
  

 

 

 

Total investment return(3)

  (21.46 )%(2) 

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

$ 83   

Ratio of expenses to average net assets

  2.00 %(4) 

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

  4.58 %(4) 

Ratio of net investment income to average net assets

  0.25 %(4) 

Portfolio turnover rate

  120.72 %(6) 

 

*

Commencement of operations.

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

During the period, the Adviser reimbursed the Fund for a loss on an investment not meeting the Fund’s investment guidelines. Had this reimbursement not occurred, the Net realized and unrealized gain/(loss) on investments and the Total investment return would have been $(2.49) and (22.65)%, respectively.

(3)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4)

Annualized.

(5)

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(6)

Reflects portfolio turnover for the Fund for the year ended April 30, 2015.

 

The accompanying notes are an integral part of the financial statements.

34


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for each of the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class  
     For the Year
Ended
April 30, 2015
    For the Period
December 20, 2013*
to April 30, 2014
 

Per Share Operating Performance

  

 

Net asset value, beginning of period

   $ 10.34      $ 10.00   
  

 

 

   

 

 

 

Net investment income(1)

  0.25      0.13   

Net realized and unrealized gain/(loss) on investments

  (0.24   0.28   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  0.01      0.41   
  

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.27   (0.07

Net realized gains

  (0.07     
  

 

 

   

 

 

 

Total dividends and distributions to shareholders

  (0.34   (0.07
  

 

 

   

 

 

 

Net asset value, end of period

$ 10.01    $ 10.34   
  

 

 

   

 

 

 

Total investment return(2)

  0.07   4.10

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

$ 15,362    $ 4,704   

Ratio of expenses to average net assets

  1.50   1.50 %(3) 

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

  2.81   7.61 %(3) 

Ratio of net investment income to average net assets

  2.48   3.59 %(3) 

Portfolio turnover rate

  109.19   6.52 %(5) 

 

*

Commencement of operations.

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3)

Annualized.

(4)

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(5)

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

35


BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Retail Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total return in the table represents the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Retail Class  
     For the Period
June 9, 2014*
to April 30, 2015
 

Per Share Operating Performance

  

Net asset value, beginning of period

   $ 10.53   
  

 

 

 

Net investment income(1)

  0.20   

Net realized and unrealized loss on investments

  (0.41
  

 

 

 

Net decrease in net assets resulting from operations

  (0.21
  

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.22

Net realized gains

  (0.07
  

 

 

 

Total dividends and distributions to shareholders

  (0.29
  

 

 

 

Net asset value, end of period

$ 10.03   
  

 

 

 

Total investment return(2)

  (1.97 )% 

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

$ 97   

Ratio of expenses to average net assets

  1.75 %(3) 

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

  3.11 %(3) 

Ratio of net investment income to average net assets

  2.27 %(3) 

Portfolio turnover rate

  109.19 %(5) 

 

*

Commencement of operations.

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3)

Annualized.

(4)

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(5)

Reflects portfolio turnover for the Fund for the year ended April 30, 2015.

 

The accompanying notes are an integral part of the financial statements.

36


BRADESCO FUNDS

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund (each a “Fund” and together the “Funds”) are non-diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Funds commenced operations on December 20, 2013. The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds are each authorized to issue and offer Class A, Class C, Institutional Class and Retail Class Shares. As of April 30, 2015, Class A and Class C shares had not been issued for the Funds.

Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the FundVantage Trust’s Board of Trustees (“Board of Trustees”). Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Any assets held by the Funds that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Funds determine the daily NAV per share. Foreign securities may trade on weekends or other days when the Funds do not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Funds. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in any mutual fund are valued at their respective NAVs as determined by those mutual funds each business day (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with procedure adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances

 

37


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

 

where market quotes are not readily available and has delegated to the Adviser the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuations techniques used to measure fair value of each Fund’s investments are summarized into three levels as described in the hierarchy below:

 

·  Level 1 —

quoted prices in active markets for identical securities;

·  Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

·  Level 3 —

significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments).

The fair value of a Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out are recognized at the value at the end of the period.

Significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that each Fund calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. As a result, each Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy.

 

38


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

The following is a summary of the inputs used, as of April 30, 2015, in valuing each Fund’s investments carried at fair value:

 

     Bradesco Latin American Equity Fund  
     Total Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks

   $     10,714,018       $     10,714,018       $       $   

Preferred Stocks

     4,129,455         4,129,455                   

Registered Investment Company

     643,132         643,132                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 15,486,605    $ 15,486,605    $    $   
  

 

 

    

 

 

    

 

 

    

 

 

 
     Bradesco Latin American Hard Currency Bond Fund  
     Total Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Corporate Bonds and Notes

   $     10,354,107       $       $     10,354,107       $   

Government Bonds

     2,461,375                 2,461,375           

Registered Investment Company

     4,053,182         4,053,182                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 16,868,664    $     4,053,182    $ 12,815,482    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market value, the fair value of each Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values each Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 

39


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires each Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when such Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no significant transfers among Levels 1, 2 and 3 for the Funds.

Use of Estimates — The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

 

40


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

Each Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in a Fund’s Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in a Fund’s Statement of Operations.

Dividends and Distributions to Shareholders — Dividends from net investment income, if any, are declared and paid at least annually to shareholders of the Bradesco Latin American Equity Fund and dividends from net investment income are declared and paid quarterly, if any, to shareholders of the Bradesco Latin American Hard Currency Bond Fund. Distributions from net realized capital gains, if any, will be declared and paid at least annually to shareholders and recorded on ex-date for both Funds. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, each Fund may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against each Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — Each Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which each Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect each Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for each Fund is determined on the basis of U.S. dollars, each Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of each Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of each Fund’s holdings in foreign securities.

 

41


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

Emerging Markets Risk — The Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund invests in emerging market instruments which are subject to certain credit and market risks. The securities and currency markets of emerging market countries are generally smaller, less developed, less liquid and more volatile than the securities and currency markets of the United States and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be extremely limited. Political and economic structures in many of these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristics of more developed countries.

Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

2. Transactions with Affiliates and Related Parties

BRAM US LLC (“BRAM US” or the “Adviser”) serves as investment adviser to each Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% of the Bradesco Latin American Equity Fund’s average daily net assets, and 0.75% of the Bradesco Latin American Hard Currency Bond Fund’s average

 

42


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of each Fund to the extent that the “Total Annual Fund Operating Expenses,” excluding taxes, Rule 12b-1 distribution fees, “Acquired Fund Fees and Expenses,” interest, extraordinary items and brokerage commissions, exceed 1.75% and 1.50% (on an annual basis) of the Bradesco Latin American Equity Fund and Bradesco Latin American Hard Currency Bond Fund’s average daily net assets (the “Expense Limitations”), respectively. The Expense Limitations will remain in place with respect to each Fund until December 20, 2015, unless the Board of Trustees of the Trust approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for each Fund. No recoupment will occur with respect to a Fund unless such Fund’s expenses are below the Expense Limitation.

For the year ended April 30, 2015, investment advisory fees accrued and waived were $105,639 and $90,371 for the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund, respectively. Additionally, the Adviser reimbursed fees of $56,148 and $68,592 for the Bradesco Latin American Equity Fund and Bradesco Latin American Hard Currency Bond Fund, respectively.

As of April 30, 2015, the amounts of potential recoupment by the Adviser were as follows:

 

     Expiration  
     04/30/2017      04/30/2018  

Bradesco Latin American Equity Fund

   $ 53,081       $ 161,787   

Bradesco Latin American Hard Currency Bond Fund

   $ 56,142       $ 158,963   

During the year ended April 30, 2015 the Bradesco Latin American Equity Fund held, purchased and completely liquidated investments not meeting the investment guidelines of the Fund. The Fund incurred a loss on these investment of $151,247 which the Adviser has agreed to reimburse the Fund. The loss and reimbursement is included in net realized loss from investments in the Statement of Operations.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annualized percentage rate of each Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

 

43


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds pursuant to an underwriting agreement between the Trust and the Underwriter.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Funds during the year ended April 30, 2015 was $2,950 and $3,060 for the Bradesco Latin American Equity Fund and Bradesco Latin American Hard Currency Bond Fund, respectively. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Funds or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding U.S. Government and agency short-term investments and other short-term investments) of the Funds were as follows:

 

     Purchases      Sales  

Bradesco Latin American Equity Fund

   $ 28,184,697       $ 11,838,260   

Bradesco Latin American Hard Currency Bond Fund

     20,530,370         11,092,118   

4. Capital Share Transactions

For the year ended April 30, 2015 and the period ended April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     Bradesco Latin American
Equity Fund
 
     For the Year Ended
April 30, 2015
     For the Period Ended
April 30, 2014*
 
     Shares      Amount      Shares      Amount  

Institutional Class

           

Sales

     1,729,667       $ 17,000,000         100,000       $ 1,000,000   

Reinvestments

     1,678         14,632                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net Increase

  1,731,345      17,014,632      100,000      1,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

44


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

     Bradesco Latin American
Equity Fund
 
     For the Year Ended
April 30, 2015
     For the Period Ended
April 30, 2014*
 
     Shares      Amount      Shares      Amount  

Retail Class**

           

Sales

     9,701       $ 105,135               $   

Reinvestments

                               
  

 

 

    

 

 

    

 

 

    

 

 

 

Net Increase

  9,701    $ 105,135         $   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Net Increase

  1,741,046    $ 17,119,767      100,000    $ 1,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Bradesco
Latin American Hard
Currency Bond Fund
 
     For the Year Ended
April 30, 2015
    For the Period Ended
April 30, 2014*
 
     Shares     Amount     Shares      Amount  

Institutional Class

         

Sales

     1,072,919      $ 11,022,743        452,823       $ 4,500,000   

Reinvestments

     28,734        287,587        2,160         22,012   

Redemptions

     (21,221     (222,744               
  

 

 

   

 

 

   

 

 

    

 

 

 

Net increase

  1,080,432    $ 11,087,586      454,983    $ 4,522,012   
  

 

 

   

 

 

   

 

 

    

 

 

 

Retail Class**

Sales

  9,497    $ 100,000         $   

Reinvestments

  193      1,967             
  

 

 

   

 

 

   

 

 

    

 

 

 

Net increase

  9,690    $ 101,967         $   
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Net increase

  1,090,122    $ 11,189,553      454,983    $ 4,522,012   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

 

*

The Fund commenced operations on December 20, 2013.

**

Retail Class commenced operations on June 9, 2014.

There is a 2.00% redemption fee that may be charged on shares redeemed which have been held for 30 days or less. The redemption fee is retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in-capital. For the year ending April 30, 2015, there were no redemption fees charged.

 

45


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

5. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. Net investment income, net realized gains and net assets were not affected by these adjustments. The following permanent differences as of April 30, 2015, primarily attributed to gains and losses on foreign currency transactions and the capital gain on passive foreign investment companies sold were reclassed to ordinary income were reclassified among the following accounts:

 

     Accumulated
Net Investment
Income
  Accumulated
Net Realized
Gain
   Paid-in-Capital

Bradesco Latin American Equity Fund

   $(121,719)   $121,719    $—

For the year ended April 30, 2015, the tax character of distributions paid by the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund was $17,181 and $349,661, respectively of ordinary income dividends. For the period ended April 30, 2014, the tax character of distributions paid by the Bradesco Latin American Hard Currency Bond Fund was $31,446 of ordinary income dividends. There were no distributions for the Bradesco Latin American Equity Fund for the year ended April 30, 2014. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

 

46


BRADESCO FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

     Capital Loss
Carryforward
  Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized Depreciation    Qualified
Late-Year
Losses

Bradesco Latin

                       

American Equity Fund

     $ (25,272 )     $          $—          $(1,468,759)         $ (899,912 )

Bradesco Latin

                       

American Hard Currency Bond Fund

     $       $ 47,092          $—          $   (145,761)         $ (146,108 )

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Foreign currency and short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Funds were as follows:

 

     Federal Tax
Cost
     Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
    Net Unrealized
Depreciation
 

Bradesco Latin American Equity Fund

   $ 16,955,236       $ 586,812       $ (2,055,443   $ (1,468,631

Bradesco Latin American Hard Currency Bond Fund

     17,014,425         137,823         (283,584     (145,761

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the fiscal year ended April 30, 2015, the Fund deferred to May 1, 2015 the following losses:

 

     Late-Year Ordinary
Losses Deferral
   Short-Term Capital
Loss Deferral
   Long-Term Capital
Loss Deferral

Bradesco Latin American Equity Fund

     $ 67,503          $832,409        $  

Bradesco Latin American Hard Currency Bond Fund

                108,566          37,542  

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions.

 

47


BRADESCO FUNDS

Notes to Financial Statements (Concluded)

April 30, 2015

 

As of April 30, 2015, the Bradesco Latin American Equity Fund had a short-term capital loss carryforwards of $25,272. The Bradesco Latin American Hard Currency Bond Fund did not have any capital loss carryforwards.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on each Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

48


BRADESCO FUNDS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of FundVantage Trust and Shareholders of the

Bradesco Latin American Equity Fund and Bradesco Latin American Hard Currency Bond Fund

We have audited the accompanying statements of assets and liabilities of the Bradesco Latin American Equity Fund and Bradesco Latin American Hard Currency Bond Fund (the “Funds”), each a series of shares of beneficial interest in the FundVantage Trust, including the portfolios of investments, as of April 30, 2015, and the related statements of operations for the year then ended and the statements of changes in net assets and financial highlights for the year then ended and for the period December 20, 2013 (commencement of operations) through April 30, 2014. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2015 by correspondence with the custodian and brokers and by other appropriate auditing procedures where responses from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Bradesco Latin American Equity Fund and Bradesco Latin American Hard Currency Bond Fund as of April 30, 2015, and the results of their operations for the year then ended and the changes in their net assets and their financial highlights for the year then ended and for the period December 20, 2013 through April 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

 

LOGO

Philadelphia, Pennsylvania

June 22, 2015

 

49


BRADESCO FUNDS

Shareholder Tax Information

(Unaudited)

The Funds are required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by a Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund paid $17,181 and $349,661 respectively, of ordinary income dividends to their respective shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond designate 55.36% and 0.00%, respectively, of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 0.02% for the Bradesco Latin American Equity Fund and 0.15% for the Bradesco Latin American Hard Currency Bond Fund.

The percentage of qualified short-term capital gain is 74.45% for the Bradesco Latin American Hard Currency Bond Fund. There was no percentage of qualified short-term capital gain for the Bradesco Latin American Equity Fund.

The Bradesco Latin American Equity Fund paid foreign taxes and recognized foreign source income as follows:

 

Foreign Taxes Paid

   Foreign Source Income

$3,022

   $271,220

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Funds to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by a Fund, if any.

 

50


BRADESCO FUNDS

Shareholder Tax Information

(Unaudited)

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in a Fund.

 

51


BRADESCO FUNDS

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 670-5705 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

52


BRADESCO FUNDS

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (866) 640-5705.

 

53


BRADESCO FUNDS

Fund Management

(Unaudited)

    FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

    The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

    The Statement of Additional Information for the Funds contains additional information about the Trustees and is available, without charge, upon request by calling (866) 640-5705.

 

Name

and Date of Birth

   Position(s) Held with Trust    Term of Office and Length of Time Served    Principal Occupation(s) During Past Five Years   

Number of

Funds in

Trust Complex Overseen by Trustee

   Other Directorships Held by Trustee
INDEPENDENT TRUSTEES

ROBERT J. CHRISTIAN

Date of Birth: 2/49

   Trustee and Chairman of the Board    Shall serve until death, resignation or removal. Trustee and Chairman since 2007.    Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.    38    Optimum Fund Trust (registered investment company) (6 portfolios).

IQBAL MANSUR

Date of Birth: 6/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2007.    University Professor, Widener University.    38    None.

 

54


BRADESCO FUNDS

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

   Position(s) Held with Trust    Term of Office and Length of Time Served    Principal Occupation(s) During Past Five Years   

Number of

Funds in

Trust Complex Overseen by Trustee

   Other Directorships Held by Trustee

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.    Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.    38    None.

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.    Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing 2003 to 2008.    38    Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

 

55


BRADESCO FUNDS

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

   Position(s) Held with Trust    Term of Office and Length of Time Served    Principal Occupation(s) During Past Five Years   

Number of

Funds in

Trust Complex Overseen by Trustee

   Other Directorships Held by Trustee
INTERESTED TRUSTEE1

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.    Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.    38    None.

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing - the administrator and accounting agent and transfer agent to the Trust.

 

56


BRADESCO FUNDS

Fund Management (Concluded)

(Unaudited)

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

  

Principal Occupation(s)

During Past Five Years

EXECUTIVE OFFICERS

JOEL L. WEISS

Date of Birth: 1/63

   President and Chief Executive Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

JAMES G. SHAW

Date of Birth: 10/60

   Treasurer and Chief Financial Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

   Secretary    Shall serve until death, resignation or removal. Officer since 2012.    Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

DAVID C. LEBISKY

Date of Birth: 5/72

   Chief Compliance Officer    Shall serve until death, resignation or removal. Officer since 2015.    Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

57


 

 

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Investment Adviser

BRAM US LLC

1450, Avenida Paulista

6th Floor, 01310 - 917

Sao Paulo-SP, Brazil

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

BBD, LLP

1835 Market Street

26th Floor

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

BRADESCO LATIN

AMERICAN

EQUITY FUND

BRADESCO LATIN

AMERICAN HARD

CURRENCY

BOND FUND

of

FundVantage Trust

Institutional Class

Retail Class

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund.

 

Bra001

 


 

LOGO

 

CUTWATER INVESTMENT GRADE BOND FUND

of

FundVantage Trust

Institutional Class

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the Cutwater Investment Grade Bond Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Cutwater Investment Grade Bond Fund.

 

 

LOGO


CUTWATER INVESTMENT GRADE BOND FUND

Investment Adviser’s Annual Report

April 30, 2015

(Unaudited)

Dear Shareholder,

Performance

The Cutwater Investment Grade Bond Fund (the “Fund”) generated a gross return of 5.76% compared to 4.46% for the Barclays U.S. Aggregate Index (the “benchmark”) for the twelve months ended April 30, 2015. For the three-year period ended April 30, 2015, the Fund generated a gross return of 4.98% compared to 2.60% for the benchmark. On a net basis, the Fund had a return of 4.86% in the twelve months ending April 30, 2015 and a three-year annual return of 4.09%. The portfolio’s allocations to investment grade and high yield instruments during the twelve month period contributed to the Fund’s performance during the period. Portfolio positions in below-investment grade names are consistent with our view that most corporate balance sheets are strong and that corporate default rates should continue to remain muted over the next 12 months. Our anticipation of low default rates is based on the relatively low levels of debt maturing near-term, open markets for issuers, and a gradually improving U.S. economic outlook.

Market Review

Markets have continued to be volatile over the past twelve months with uncertainty around the timing of Federal Reserve actions, the drop in commodity prices, as well as Eurozone quantitative easing and Greek exit fears. Core interest rates in the Eurozone have been driven to negative territory as a result of quantitative easing, with 5-year German Bunds yielding 0.025%. Geopolitical concerns in Russia/Ukraine, the Middle East/ISIS, and slowdowns in select emerging markets like Brazil and China have continued to persist, further contributing to volatility. It remains unclear if global energy and commodity prices have stabilized and to what extent the appreciating U.S. dollar will affect multinational corporate earnings. The uncertainty around monetary policy has been and continues to be a source of volatility. The Federal Reserve spent much of 2014 preparing the market for an eventual rate hike in the middle of 2015. The final 2014 meeting in December concluded with fifteen of seventeen Fed members projecting that policy firming was appropriate by the end of 2015 with a median Fed Funds forecast of 1.125% by that time. They concluded that the economy no longer required a zero interest rate policy and the debate shifted to the implications of a June or September 2015 rate liftoff. This hypothesis changed significantly after the March 18th Fed meeting. Similar to the meeting previously identified, the March 18th statement was accompanied by an updated Summary of Economic Projections (“SEP”) and press conference. All three deliverables were surprisingly dovish, and a June hike seems all but officially off the table. Defined within the March 18th statement, then reinforced by the SEP and ensuing press conference was that the appropriateness of raising the Fed funds rate will be dependent on “further improvement in the labor market” and reasonable confidence that inflation will move back towards the 2% target. Concerns about the labor market suggest the Fed is not certain the economy can tolerate higher rates and is therefore taking a conservative approach to the timing of raising rates.

Earnings for the S&P 500® Index (“S&P 500”) for the first quarter have generally met or exceeded expectations. With approximately 99% of S&P 500 constituent companies reporting, 71% beat earnings estimates and earnings increased 0.7% on a year-over-year basis due to lower earnings in the energy sector. However, earnings grew a more robust 8.5% if that sector is excluded, despite the stronger dollar.1 Credit availability has continued to improve with an easing of lending standards which should support GDP growth in the near term. Spending in the energy sector has declined severely due to the sharp fall in oil prices pressuring select energy-related credits. Other industrial sectors remain well-capitalized, solidly profitable and poised for investment and future growth. Corporate merger and acquisition activity continues at a high level and the risks of further shareholder-friendly activity at the detriment of bond holders have also risen, thanks to low yields and receptive capital markets. We expect the 2015 earnings of S&P 500 companies to be impacted by the decline in oil prices, reduced capital spending in the energy sector, and the stronger U.S. dollar, with earnings for 2015 forecast to grow a modest 1.7%.2

Outlook

The IMF3 anticipates global GDP growth to improve modestly from 3.3% in 2014 to 3.5% in 2015, driven by anticipated recovery in European growth offset somewhat by a slowdown in the Emerging Markets. In the U.S., we believe the economic recovery is in the

 

 

1Source: FactSet Earnings Insight; May 29, 2015.

2Source: FactSet Earnings Insight; May 29, 2015.

3The International Monetary Fund, or IMF, is an organization of 188 countries, working to foster global monetary cooperation, secure financial stability, facilitate international trade, promote high employment and sustainable economic growth, and reduce poverty around the world.

 

1


CUTWATER INVESTMENT GRADE BOND FUND

Investment Adviser’s Annual Report (Concluded)

April 30, 2015

(Unaudited)

self-sustaining recovery phase and expect 2015 GDP growth to be in a healthy 2.5% to 2.7% range. This level of growth anticipates the U.S. consumer benefiting from an improving job market, lower oil prices, and strengthened household balance sheets or the “wealth effect”, reflected in high stock market valuations and recovering real-estate prices. Consumer confidence continues to improve and gives us some comfort that the consumption part of the GDP equation, representing over 68% of U.S. GDP, will support the achievement of our growth projections as the year progresses. We further anticipate a reduced drag on U.S. growth from the government sector, with state and local governments increasing spending as a result of improved tax receipts driven by the recovery in housing. Finally, the strength of the U.S. dollar is a headwind for exports and also continues to dampen inflation. We therefore remain comfortable with current positioning of being overweight a carefully underwritten credit allocation, defensive towards short-term interest rates while emphasizing diversity and risk management, and we believe that this will position the Fund to achieve a competitive total return.

Notes to Shareholders

On January 5, 2015, it was announced that The Bank of NY Mellon (“BNY Mellon” or “Bank”) successfully acquired Cutwater Holdings, LLC, parent of Cutwater Investor Services Corp. (“Cutwater”), the Fund’s adviser. Cutwater now operates a wholly owned subsidiary of BNY Mellon Investment Management, one of the world’s leading investment management organizations and one of the top U.S. wealth managers, with $1.7 trillion in assets under management as of March 31, 2015. BNY Mellon Investment Management encompasses BNY Mellon’s affiliated investment management firms, wealth management services, and global distribution companies. Cutwater now works closely with Insight Investment, one of BNY Mellon’s subsidiary leading investment management boutiques. The acquisition was seamless for Cutwater Investment Grade Bond Fund shareholders and all Cutwater investment personnel responsible for the management of the Fund remain in place.

Unless you are notified to the contrary, the products and services mentioned are not insured by the FDIC (or by any governmental entity) and are not guaranteed by or obligations of BNY Mellon or any of its affiliates. The Bank assumes no responsibility for the accuracy or completeness of the above data and disclaims all expressed or implied warranties in connection therewith.

Cutwater Asset Management

This letter is intended to assist shareholders in understanding how the Fund performed during the year ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

 

2


CUTWATER INVESTMENT GRADE BOND FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $100,000 in Cutwater Investment Grade Bond Fund’s Institutional Class

vs. Barclays U.S. Aggregate Bond Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
   1 Year 3 Year Since Inception*   

Institutional Class

4.86% 4.09% 4.55%  

Barclays U.S. Aggregate Bond Index

4.46% 2.60%     3.78%**  

 

*

The Cutwater Investment Grade Bond Fund (the “Fund”) commenced operations on December 2, 2010.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 678-6242.

The Fund’s total annual gross and net operating expense ratio for Institutional Class shares of the Fund, as stated in the current prospectus dated September 1, 2014, is 1.25% and 0.85%, respectively, of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. Cutwater Investor Services Corp. (“Cutwater” or the “Adviser”) has voluntarily agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.85% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). Such Expense Limitation will continue until Cutwater notifies the Fund of a change in its voluntary Expense Limitation or its discontinuation. This Expense Limitation may be discontinued at any time at the discretion of Cutwater. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

A 1.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of the Barclays U.S. Aggregate Bond Index. The Barclays U.S. Aggregate Bond Index is an unmanaged index which represents the U.S. investment grade bond market. The S&P 500 Index represents an unmanaged, broad-based basket of stock and is typically used as a proxy for overall market performance. References to an index over a specific period are provided for your information only and should not be considered indicative of an investment in the Cutwater Investment Grade Bond Fund. Note that an index is unmanaged and the information contained herein does not reflect any investment management fees or transaction costs. It is impossible to invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. The Fund is subject to the risks of the fixed-income securities in its portfolio such as credit, prepayment and interest rate risk. As interest rates rise, the value of bond prices will decline and an investor may lose money.

 

3


CUTWATER INVESTMENT GRADE BOND FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the period from November 1, 2014 through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “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 accompanying 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 your 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 funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying 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.

 

     Cutwater Investment Grade Bond Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Institutional Class

              

Actual

       $1,000.00           $1,019.90           $4.26   

Hypothetical (5% return before expenses)

       1,000.00          1,020.58          4.26  

 

*

Expenses are equal to an annualized expense ratio for the six month period ended April 30, 2015 of 0.85% for the Institutional Shares of the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account value on the first line in the table is based on the actual six month total returns for the Fund of 1.99%.

 

4


CUTWATER INVESTMENT GRADE BOND FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

  % of Net
Assets
Value

Corporate Bonds and Notes

    49.0 %   $ 18,990,322  

Residential Mortgage-Backed Securities

    15.0       5,842,067  

U.S. Treasury Obligations

    11.4       4,424,442  

Asset Backed Securities

    8.6       3,338,681  

Commercial Mortgage-Backed Securities

    6.9       2,680,141  

Registered Investment Company

    5.4       2,085,986  

Municipal Bonds

    2.7       1,041,737  

Preferred Stock

    1.4       534,788  

Liabilities in Excess of other Assets

    (0.4 )     (162,862 )
    

 

 

     

 

 

 

NET ASSETS

    100.0 %   $ 38,775,302  
    

 

 

     

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

5


CUTWATER INVESTMENT GRADE BOND FUND

Portfolio of Investments

April 30, 2015

 

     Moody’s/
Standard &
Poor’s
Rating(a)
   Principal
Amount
(000’s)
     Value  

CORPORATE BONDS AND NOTES — 49.0%

        

Airlines — 1.4%

        

American Airlines 2013-2 Class B Pass Through Trust, 5.60%, 01/15/22 144A

   NA/BB+    $ 383       $ 401,308   

British Airways 2013-1 Class B Pass Through Trust, 5.625%, 12/20/21 144A

   Baa2/BBB      147         156,748   
        

 

 

 
  558,056   
        

 

 

 

Automotive — 0.9%

FCA US LLC/CG Co-Issuer, Inc., Sec. Notes, 8.25%, 06/15/21 (b)

B1/BB-   300      331,125   
        

 

 

 

Diversified Financial Services — 18.9%

AerCap Ireland Capital Ltd./AerCap Global Aviation Trust, Co. Gty., 4.50%, 05/15/21 144A

Ba2/BB+   250      263,125   

AIG Retirement Services, Inc., Sr. Unsec. Notes, 8.125%, 04/28/23

Baa1/A-   145      186,140   

American Express Co., Sub. Notes, 6.80%, 09/01/66 (b)(c)

Baa2/BB+   195      204,750   

Bank of America Corp., Sr. Unsec. Notes, 5.75%, 12/01/17

Baa2/A-   210      230,655   

Bank of America Corp., Sr. Unsec. Notes, 5.875%, 01/05/21

Baa2/A-   320      371,714   

BB&T Corp., Sr. Unsec. Notes, 1.131%, 06/15/18 (b)(c)

A2/A-   405      408,723   

Bear Stearns Cos., LLC (The), Sr. Unsec. Notes, 6.40%, 10/02/17

A3/A   267      297,101   

BioMed Realty LP, Co. Gty., REIT, 6.125%, 04/15/20 (b)

Baa2/BBB   226      258,953   

Citigroup, Inc., Sr. Unsec. Notes, 3.375%, 03/01/23

Baa2/A-   208      209,764   

Citigroup, Inc., Sub. Notes, 5.30%, 05/06/44

Baa3/BBB+   225      243,603   

Credit Agricole SA., Sub. Notes, 4.375%, 03/17/25 144A

Baa3/BBB   310      306,630   

EPR Properties, Co. Gty., REIT, 5.75%, 08/15/22 (b)

Baa2/BBB-   358      391,556   

General Electric Capital Corp., Jr. Sub. Notes, 5.25%, 06/15/23 (b)(c)(d)

Baa1/A+   400      426,000   

General Electric Capital Corp., Sub. Notes, 5.30%, 02/11/21

A2/AA   260      301,089   

Goldman Sachs Group, Inc. (The), Sr. Unsec. Notes, 2.375%, 01/22/18

Baa1/A-   91      92,612   

HSBC Capital Funding LP/Jersey Channel Islands, Ltd., Co. Gty., 10.176%, 06/30/30 144A(b)(c)(d)

Baa2/BBB-   325      495,625   

HSBC Holdings PLC, Sub. Notes, 4.25%, 03/14/24

A3/BBB+   200      208,607   

ING Bank NV., Sub. Notes, 4.125%, 11/21/23 (b)(c)

Baa2/BBB   350      363,545   

JPMorgan Chase & Co., Jr. Sub. Notes, 7.90%, 04/30/18 (b)(c)(d)

Ba1/BBB-   387      412,155   

Morgan Stanley, Jr. Unsec. Notes, 5.45%, 07/15/19 (b)(c)(d)

Ba3/BB   365      367,738   

Morgan Stanley, Sr. Unsec. Notes, 5.50%, 07/24/20

Baa2/A-   425      484,048   

Morgan Stanley, Sr. Unsec. Notes, 4.30%, 01/27/45

Baa2/A-   40      39,333   

Sinochem Overseas Capital Co., Ltd., Co. Gty., 6.30%, 11/12/40 144A

A3/A-   211      270,309   

US Bank N.A., Sr. Unsec. Notes, 0.759%, 10/28/19 (b)(c)

Aa3/AA-   490      491,242   
        

 

 

 
  7,325,017   
        

 

 

 

Energy — 3.2%

BG Energy Capital PLC, Co. Gty., 6.50%, 11/30/72 (b)(c)

Baa1/BBB   300      327,930   

California Resources Corp., Co. Gty., 6.00%, 11/15/24 144A(b)

Ba2/BB   72      67,680   

CITGO Petroleum Corp., Sr. Sec. Notes, 6.25%, 08/15/22 144A(b)

B3/B+   350      342,125   

Hess Corp., Sr. Unsec. Notes, 5.60%, 02/15/41

Baa2/BBB   150      166,659   

Noble Energy, Inc., Sr. Unsec. Notes, 8.25%, 03/01/19

Baa2/BBB   146      174,980   

Transocean, Inc., Co. Gty., 6.50%, 11/15/20

Ba1/BB+   163      145,274   
        

 

 

 
  1,224,648   
        

 

 

 

Food — 0.4%

HJ Heinz Co., Sec. Notes, 4.875%, 02/15/25 144A(b)

B1/BB   149      162,708   
        

 

 

 

The accompanying notes are an integral part of the financial statements.

 

6


CUTWATER INVESTMENT GRADE BOND FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Moody’s/
Standard &
Poor’s
Rating(a)
   Principal
Amount
(000’s)
     Value  

CORPORATE BONDS AND NOTES — (Continued)

        

Healthcare — 1.7%

        

Actavis Funding SCS, Co. Gty., 4.75%, 03/15/45 (b)

   Baa3/BBB-    $ 30       $ 30,328   

Fresenius Medical Care US Finance, Inc., Co. Gty., 5.75%, 02/15/21 144A

   Ba2/BB+      325         355,062   

Medtronic, Inc., Co. Gty., 4.625%, 03/15/45 144A

   A3/A      140         150,797   

Memorial Sloan-Kettering Cancer Center, Sr. Unsec. Notes, 4.20%, 07/01/55

   Aa3/AA-      115         111,935   
        

 

 

 
  648,122   
        

 

 

 

Industrial — 2.4%

ADT Corp. (The), Sr. Unsec. Notes, 6.25%, 10/15/21

Ba2/BB-   175      188,125   

ERAC USA Finance, LLC, Co. Gty., 4.50%, 02/15/45 144A(b)

Baa1/BBB+   215      212,183   

Penske Truck Leasing Co. Lp / PTL Finance Corp., Sr Unsec. Notes, 3.375%, 02/01/22 144A(b)

Baa3/BBB-   201      199,826   

Samarco Mineracao SA, Sr. Unsec. Notes, 5.75%, 10/24/23 144A

NA/BBB-   275      273,020   

Sydney Airport Finance Co. Pty Ltd., Sr. Sec. Notes, 3.375%, 04/30/25 144A(b)

Baa2/BBB   70      69,408   
        

 

 

 
  942,562   
        

 

 

 

Insurance — 4.9%

Allstate Corp. (The), Jr. Sub. Notes, 6.50%, 05/15/67 (b)(c)

Baa1/BBB   325      378,462   

American Financial Group, Inc., Sr. Unsec. Notes, 9.875%, 06/15/19

Baa1/BBB+   130      164,993   

American International Group, Inc., Jr. Sub. Debs., 8.175%, 05/15/68 (b)(c)

Baa2/BBB   325      450,125   

Liberty Mutual Group, Inc., Co. Gty., 7.00%, 03/07/67 144A(b)(c)

Baa3/BB+   208      214,500   

Prudential Financial, Inc., Jr. Sub. Notes, 5.20%, 03/15/44 (b)(c)

Baa2/BBB+   400      411,000   

Travelers Cos., Inc. (The), Jr. Sub. Notes, 6.25%, 03/15/67 (b)(c)

A3/NR   244      261,175   
        

 

 

 
  1,880,255   
        

 

 

 

Media — 1.8%

Numericable Group SA, Sr. Sec. Notes, 6.25%, 05/15/24 144A(b)

Ba3/B+   250      256,878   

VTR Finance BV, Sr. Sec. Notes, 6.875%, 01/15/24 144A(b)

B1/B+   425      439,748   
        

 

 

 
  696,626   
        

 

 

 

Mining — 0.6%

Teck Resources, Ltd., Co. Gty., 5.20%, 03/01/42 (b)

Baa3/BBB-   296      242,888   
        

 

 

 

Pipe Lines Ex Natural Gas — 4.3%

Energy Transfer Partners LP, Sr. Unsec. Notes, 5.15%, 03/15/45 (b)

Baa3/BBB-   160      155,925   

Enterprise Products Operating LLC, Co. Gty., 7.034%, 01/15/68 (b)(c)

Baa2/BBB-   211      228,671   

IFM US Colonial Pipeline 2 LLC, Sr. Sec. Notes, 6.45%, 05/01/21 144A(b)

NA/BBB-   175      191,474   

Kinder Morgan Energy Partners LP, Co. Gty., 9.00%, 02/01/19

Baa3/BBB-   130      157,832   

Kinder Morgan Inc., Co. Gty., 5.55%, 06/01/45 (b)

Baa3/BBB-   365      364,414   

Regency Energy Partners LP / Regency Energy Finance Corp., Co. Gty.,
6.50%, 07/15/21 (b)

Baa3/BBB-   370      392,200   

Williams Partners LP / ACMP Finance Corp., Sr. Unsec. Notes, 4.875%, 05/15/23 (b)

Baa2/BBB   190      192,768   
        

 

 

 
  1,683,284   
        

 

 

 

Technology Hardware & Equipment — 0.3%

NCR Corp., Co. Gty., 5.875%, 12/15/21 (b)

Ba3/BB   95      97,375   
        

 

 

 

Telecommunications — 5.5%

AT&T, Inc., Sr. Unsec. Notes, 4.50%, 05/15/35 (b)

Baa1/BBB+   300      293,762   

The accompanying notes are an integral part of the financial statements.

 

7


CUTWATER INVESTMENT GRADE BOND FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Moody’s/
Standard &
Poor’s
Rating(a)
   Principal
Amount
(000’s)
     Value  

CORPORATE BONDS AND NOTES — (Continued)

        

Telecommunications — (Continued)

        

AT&T, Inc., Sr. Unsec. Notes, 4.75%, 05/15/46 (b)

   Baa1/BBB+    $ 70       $ 68,434   

Bharti Airtel International Netherlands BV., Co. Gty., 5.35%, 05/20/24 144A

   Baa3/BBB-      360         397,285   

DISH DBS Corp., Co. Gty., 5.875%, 07/15/22

   Ba3/BB-      240         241,800   

Frontier Communications Corp., Sr. Unsec. Notes, 8.50%, 04/15/20

   Ba3/BB-      325         359,938   

Qwest Corp., Sr. Unsec. Notes, 7.25%, 10/15/35 (b)

   Baa3/BBB-      195         201,311   

T-Mobile USA, Inc., Co. Gty., 6.625%, 04/01/23 (b)

   Ba3/BB      227         235,671   

Verizon Communications, Inc., Sr. Unsec. Notes, 2.021%, 09/14/18 (c)

   Baa1/BBB+      195         202,538   

Verizon Communications, Inc., Sr. Unsec. Notes, 6.55%, 09/15/43

   Baa1/BBB+      8         10,010   

Verizon Communications, Inc., Sr. Unsec. Notes, 5.012%, 08/21/54

   Baa1/BBB+      60         59,247   

Verizon Communications, Inc., Sr. Unsec. Notes, 4.672%, 03/15/55 144A

   Baa1/BBB+      72         67,395   
        

 

 

 
  2,137,391   
        

 

 

 

Utilities — 2.7%

Black Hills Corp., Sr. Unsec. Notes, 4.25%, 11/30/23 (b)

Baa1/BBB   100      106,520   

Duquesne Light Holdings, Inc., Sr. Unsec. Notes, 6.40%, 09/15/20 144A

Baa3/BBB-   163      192,928   

Electricite de France SA, Jr. Sub. Notes, 5.25%, 01/29/23 144A(b)(c)(d)

Baa1/BBB   208      217,880   

Southern Power Co., Sr. Unsec. Notes, 5.25%, 07/15/43

Baa1/BBB+   170      193,481   

UIL Holdings Corp., Sr. Unsec. Notes, 4.625%, 10/01/20

Baa2/BBB-   325      349,456   
        

 

 

 
  1,060,265   
        

 

 

 

TOTAL CORPORATE BONDS AND NOTES (Cost $18,271,948)

  18,990,322   
        

 

 

 

ASSET BACKED SECURITIES — 8.6%

AmeriCredit Automobile Receivables Trust, Series 2012-3, Class C,
2.42%, 05/08/18 (b)

Aaa/AA   202      204,153   

Carlyle Global Market Strategies CLO Ltd., Series 2014-3A, Class B,
3.427%, 07/27/26 144A(c)

A2/NA   500      498,860   

Goldentree Loan Opportunities V, Ltd., Series 2007-5A, Class B, CLO,
1.375%, 10/18/21 144A(b)(c)

Aaa/AAA   500      498,045   

Harley-Davidson Motorcycle Trust 2011-1, Class B, 2.12%, 08/15/17 (b)

Aaa/AA+   305      306,250   

North End CLO, Ltd., Series 2013-1A, Class B, 1.925%, 07/17/25 144A(b)(c)

NR/AA   1,000      978,480   

Sonic Capital, LLC, Series 2011-1A, Class A2, 5.438%, 05/20/41 144A(b)

Baa2/BBB   108      114,122   

Spirit Master Funding, LLC, 5.76%, 03/20/42 144A(b)

NA/A+   303      332,460   

TAL Advantage V, LLC, Series 2013-1A, Class A, 2.83%, 02/22/38 144A(b)

NA/A   331      330,216   

TAL Advantage V, LLC, Series 2014-2A, Class A1, 1.70%, 05/20/39 144A(b)

NA/A   77      76,095   
        

 

 

 

TOTAL ASSET BACKED SECURITIES (Cost $3,304,083)

  3,338,681   
        

 

 

 

COMMERCIAL MORTGAGE-BACKED SECURITIES — 6.9%

BLCP Hotel Trust, Series 2014-CLRN, Class B, 1.536%, 08/15/29 144A(b)(c)

NA/AA-   305      304,281   

FREMF Mortgage Trust, Series 2015-K44, Class B 3.685%, 01/25/48 144A(b)

NA/NA   90      89,806   

Hilton USA Trust, Series 2013-HLT, Class CFX, 3.714%, 11/05/30 144A

A3/A-   227      230,400   

Merrill Lynch/Countrywide Commercial Mortgage Trust, Series 2006-3, Class AJ, 5.485%, 07/12/46(b)(c)

Ba2/NA   423      432,741   

Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-CKSV, Class C, 4.435%, 10/15/30 144A(c)

NA/A   540      546,880   

ORES LLC, Series 2014-LV3, Class A, 3.00%, 03/27/24 144A(e)

NA/NA   108      108,040   

Resource Capital Corp. Ltd., Series 2014-CRE2, Class A, 1.23%, 04/15/32 144A(b)(c)

Aaa/NA   300      298,315   

The accompanying notes are an integral part of the financial statements.

 

8


CUTWATER INVESTMENT GRADE BOND FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Moody’s/
Standard &
Poor’s
Rating(a)
   Principal
Amount
(000’s)
     Value  

COMMERCIAL MORTGAGE-BACKED SECURITIES — (Continued)

        

Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class SCH2,
3.682%, 01/15/27 144A(c)

   NA/BB    $ 450       $ 445,154   

Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class WTS2,
3.432%, 02/15/27 144A(c)

   NA/BB      225         224,524   
        

 

 

 

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Cost $2,630,979)

  2,680,141   
        

 

 

 

RESIDENTIAL MORTGAGE-BACKED SECURITIES — 15.0%

FHLMC Gold Pool # G03508, 6.00%, 07/01/37

Aaa/AA+   72      82,541   

FHLMC Gold Pool # G08595, 4.00%, 07/01/44

Aaa/AA+   351      374,071   

FNMA Pool #AB3737, 3.50%, 10/01/41

Aaa/AA+   947      993,420   

FNMA Pool #AD7136, 5.00%, 07/01/40

Aaa/AA+   261      290,417   

FNMA Pool #AL0515, 6.00%, 07/01/40

Aaa/AA+   135      156,705   

FNMA Pool #AS4236, 3.50%, 01/01/45

Aaa/AA+   972      1,018,881   

FNMA Pool #AT2762, 2.50%, 05/01/28

Aaa/AA+   197      201,837   

FNMA Pool #AU1264, 3.00%, 07/01/43

Aaa/AA+   614      625,908   

FNMA Pool #AV5063, 3.00%, 02/01/29

Aaa/AA+   331      346,206   

FNMA Pool #AX6539, 4.00%, 12/01/44

Aaa/AA+   765      818,070   

GNMA Pool #694462, 6.00%, 10/15/38

Aaa/AA+   75      86,115   

GNMA Pool #729349, 4.00%, 07/15/41

Aaa/AA+   157      170,008   

GNMA Pool #AD6019, 3.50%, 04/20/43

Aaa/AA+   26      27,313   

GNMA Pool #MA0391, 3.00%, 09/20/42

Aaa/AA+   83      85,253   

GNMA Pool #MA0534, 3.50%, 11/20/42

Aaa/AA+   255      270,178   

GNMA Pool #MA2226, 5.00%, 09/20/44

Aaa/AA+   267      295,144   
        

 

 

 

TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (Cost $5,788,993)

  5,842,067   
        

 

 

 

MUNICIPAL BONDS — 2.7%

American Municipal Power-Ohio, Inc., Build America Bonds, RB, 6.053%, 02/15/43

A1/A   225      282,503   

Massachusetts Clean Water Trust (The), Refunding Bonds, RB, 5.00%, 08/01/25

Aaa/AAA   235      293,555   

New York State Dormitory Authority, Trustees of Columbia University, RB,
5.00%, 10/01/45

Aaa/AAA   235      312,397   

State of Illinois, Build America Bonds, GO, 7.35%, 07/01/35

A3/A-   130      153,282   
        

 

 

 

TOTAL MUNICIPAL BONDS (Cost $962,552)

  1,041,737   
        

 

 

 

U.S. TREASURY OBLIGATIONS — 11.4%

United States Treasury Note, 0.875%, 07/31/19

Aaa/AA+   300      294,727   

United States Treasury Note, 1.25%, 10/31/19

Aaa/AA+   645      641,876   

United States Treasury Note, 1.625%, 08/15/22

Aaa/AA+   590      581,841   

United States Treasury Note, 2.125%, 08/15/21

Aaa/AA+   340      347,969   

United States Treasury Note, 2.25%, 11/15/24

Aaa/AA+   550      560,184   

United States Treasury Note, 2.50%, 08/15/23

Aaa/AA+   425      443,693   

United States Treasury Note, 2.75%, 11/15/23

Aaa/AA+   90      95,716   

United States Treasury Bond, 2.75%, 11/15/42

Aaa/AA+   545      544,915   

United States Treasury Bond, 5.375%, 02/15/31

Aaa/AA+   655      913,521   
        

 

 

 

TOTAL U.S. TREASURY OBLIGATIONS (Cost $4,246,434)

  4,424,442   
        

 

 

 

The accompanying notes are an integral part of the financial statements.

 

9


CUTWATER INVESTMENT GRADE BOND FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Moody’s/
Standard &
Poor’s
Rating(a)
   Number
of Shares
     Value  

PREFERRED STOCK — 1.4%

        

Diversified Financial Services — 1.4%

        

CoBank ACB 144A*

   NA/BBB+      5,200       $ 534,788   
        

 

 

 

TOTAL PREFERRED STOCK (Cost $542,100)

  534,788   
        

 

 

 

REGISTERED INVESTMENT COMPANY — 5.4%

BlackRock Liquidity Funds TempCash Portfolio, Institutional Shares, 0.06%(f)

NR/NR   2,085,986      2,085,986   
        

 

 

 

TOTAL REGISTERED INVESTMENT COMPANY (Cost $2,085,986)

  2,085,986   
        

 

 

 

TOTAL INVESTMENTS - 100.4%

(Cost $37,833,075)

  38,938,164   

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.4)%

  (162,862
        

 

 

 

NET ASSETS - 100.0%

$ 38,775,302   
        

 

 

 

 

(a)

Ratings for debt securities are unaudited. All ratings are as of April 30, 2015 and may have changed subsequently.

(b) 

This security is callable.

(c) 

Floating or variable rate security. Rate disclosed is as of April 30, 2015.

(d)

Security is perpetual. Date shown is next call date.

(e) 

Security is deemed illiquid at April 30, 2015.

(f) 

Rate periodically changes. Rate disclosed is the daily yield on April 30, 2015.

*

Non-income producing.

144A Securities were purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. At April 30, 2015, these securities amounted to $11,315,108 or 29.2% of net assets. These securities have been determined by the Adviser to be liquid securities, unless otherwise noted. (See Note 4 in Notes to Financial Statements).

 

Legend

 

CG

Chrysler Group

CLO

Collateralized Loan Obligation

Co. Gty.

Company Guaranty

FHLMC

Federal Home Loan Mortgage Corp.

FNMA

Federal National Mortgage Association

FREMF

Finnish Real Estate Management Federation

GNMA

Government National Mortgage Association

GO

General Obligations

Jr.

Junior

LLC

Limited Liability Company

LP

Limited Partnership

Ltd.

Limited

N.A.

National Association

NA

Not Available

NR

Not Rated

PLC

Public Limited Company

RB

Revenue Bond

REIT

Real Estate Investment Trust

Sec.

Secured

Sr.

Senior

Sub.

Subordinated

Unsec.

Unsecured
 

The accompanying notes are an integral part of the financial statements.

 

10


CUTWATER INVESTMENT GRADE BOND FUND

Statement of Assets and Liabilities

April 30, 2015

 

 

Assets

Investments, at value (Cost $37,833,075)

$ 38,938,164   

Receivable for investments sold

  314,447   

Dividends and interest receivable

  312,223   

Prepaid expenses and other assets

  7,462   
  

 

 

 

Total assets

  39,572,296   
  

 

 

 

Liabilities

Payable for investments purchased

  685,609   

Payable for administration and accounting fees

  19,763   

Payable to Investment Adviser

  12,311   

Payable for transfer agent fees

  9,286   

Payable for custodian fees

  4,406   

Accrued expenses

  65,619   
  

 

 

 

Total liabilities

  796,994   
  

 

 

 

Net Assets

$ 38,775,302   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

$ 38,024   

Paid-in capital

  37,725,391   

Accumulated net investment income

  28,376   

Accumulated net realized loss from investments

  (121,578

Net unrealized appreciation on investments

  1,105,089   
  

 

 

 

Net Assets

$ 38,775,302   
  

 

 

 

Institutional Class:

Net asset value, offering and redemption price per share ($38,775,302 / 3,802,389 shares)

  $10.20   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

11


CUTWATER INVESTMENT GRADE BOND FUND

Statement of Operations

For the Year Ended April 30, 2015

 

 

Investment Income

Interest

$ 1,407,417   

Dividends

  32,500   
  

 

 

 

Total investment income

  1,439,917   
  

 

 

 

Expenses

Advisory fees (Note 2)

  190,111   

Administration and accounting fees (Note 2)

  91,896   

Legal fees

  56,482   

Transfer agent fees (Note 2)

  52,845   

Audit fees

  34,976   

Printing and shareholder reporting fees

  16,720   

Custodian fees (Note 2)

  16,651   

Trustees’ and officers’ fees (Note 2)

  15,531   

Registration and filing fees

  1,649   

Other expenses

  6,408   
  

 

 

 

Total expenses before waivers and reimbursements

  483,269   
  

 

 

 

Less: waivers and reimbursements (Note 2)

  (160,080
  

 

 

 

Net expenses after waivers and reimbursements

  323,189   
  

 

 

 

Net investment income

  1,116,728   
  

 

 

 

Net realized and unrealized gain from investments:

Net realized gain from investments

  476,468   

Net change in unrealized appreciation/(depreciation) on investments

  200,839   
  

 

 

 

Net realized and unrealized gain on investments

  677,307   
  

 

 

 

Net increase in net assets resulting from operations

$ 1,794,035   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

12


CUTWATER INVESTMENT GRADE BOND FUND

Statements of Changes in Net Assets

 

 

  For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
 

Increase/(decrease) in net assets from operations:

Net investment income

$ 1,116,728    $ 1,243,280   

Net realized gain/(loss) from investments

  476,468      (482,663

Net change in unrealized appreciation/(depreciation) on investments

  200,839      (868,445
  

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

  1,794,035      (107,828
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Institutional Class

  (1,168,769   (1,275,618

Net realized capital gains:

Institutional Class

       (461,032
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (1,168,769   (1,736,650
  

 

 

   

 

 

 

Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 5)

  1,168,769      (8,513,351
  

 

 

   

 

 

 

Total increase/(decrease) in net assets

  1,794,035      (10,357,829
  

 

 

   

 

 

 

Net assets

Beginning of year

  36,981,267      47,339,096   
  

 

 

   

 

 

 

End of year

$ 38,775,302    $ 36,981,267   
  

 

 

   

 

 

 

Accumulated net investment income, end of year

$ 28,376    $ 3,600   
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

13


CUTWATER INVESTMENT GRADE BOND FUND

Financial Highlights

 

 

 

Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Institutional Class
    For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
  For the
Year Ended
April 30, 2013
  For the
Year Ended
April 30, 2012
  For the Period
December 2, 2010*
to April 30, 2011

Per Share Operating Performance

                   

Net asset value, beginning of period

    $ 10.03       $ 10.47       $ 10.31       $ 10.01       $ 10.00  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

    0.30       0.33       0.29       0.32       0.11  

Net realized and unrealized gain/(loss) on investments

    0.18       (0.30 )     0.43       0.33       0.01  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

    0.48       0.03       0.72       0.65       0.12  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

         

Net investment income

    (0.31 )     (0.34 )     (0.32 )     (0.35 )     (0.11 )

Net realized gains

          (0.13 )     (0.24 )            
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

    (0.31 )     (0.47 )     (0.56 )     (0.35 )     (0.11 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 10.20     $ 10.03     $ 10.47     $ 10.31     $ 10.01  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(2)

    4.86 %     0.37 %     7.17 %     6.59 %     1.22 %

Ratio/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $38,775        $36,981        $47,339        $72,511        $67,962   

Ratio of expenses to average net assets

    0.85 %     0.85 %     0.85 %     0.85 %     0.83 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

    1.27 %     1.24 %     0.93 %     1.05 %     0.90 %(3)

Ratio of net investment income to average net assets

    2.94 %     3.26 %     2.83 %     3.19 %     2.61 %(3)

Portfolio turnover rate

    54.37 %     76.18 %     154.23 %(5)     95.43 %     106.84 %(6)

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3)

Annualized.

(4) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(5)

Portfolio turnover rate excludes securities delivered from processing a redemption-in-kind.

(6)

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

14


CUTWATER INVESTMENT GRADE BOND FUND

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Cutwater Investment Grade Bond Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on December 2, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C and Institutional Class. As of April 30, 2015, Class A and Class C Shares had not been issued.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each business day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) markets system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on the NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and the asked prices for such security in the over-the-counter market. Fixed income securities are valued based on the market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

·  Level 1 —

quoted prices in active markets for identical securities;

·  Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

·  Level 3 —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

 

15


CUTWATER INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

The fair value of the Fund’s bonds are generally based on the quotes received from brokers or independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total Value at
04/30/15
     Level 1
Quoted
Prices
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Corporate Bonds and Notes

   $ 18,990,322       $       $ 18,990,322       $   

Asset Backed Securities

     3,338,681                 3,338,681           

Commercial Mortgage-Backed Securities

     2,680,141                 2,680,141           

Residential Mortgage-Backed Securities

     5,842,067                 5,842,067           

Municipal Bonds

     1,041,737                 1,041,737           

U.S. Treasury Obligations

     4,424,442                 4,424,442           

Preferred Stock

     534,788         534,788                   

Registered Investment Company

     2,085,986         2,085,986                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

$   38,938,164    $   2,620,774    $   36,317,390    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise may be less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

 

16


CUTWATER INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Gains and losses on principal paydowns from mortgage backed securities are recorded as interest income on the Statement of Operations. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of costs of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Securities Traded on a To-Be-Announced Basis — The Fund may trade securities on a to-be-announced (“TBA”) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the issuer and for which specific information, such as the face amount, maturity date and underlying pool of investments in U.S. government agency mortgage pass-through securities, is not announced. Securities purchased on a TBA basis are not settled until they are delivered to the Fund. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.

Dividends and Distributions to Shareholders — Dividends from net investment income are declared daily and paid monthly to shareholders. Distributions from net realized capital gains, if any, are declared and paid annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

 

17


CUTWATER INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

2. Transactions with Affiliates and Related Parties

Cutwater Investor Services Corp. (“Cutwater” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.50% of the Fund’s average daily net assets. The Adviser has voluntarily agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.85% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). Such Expense Limitation will continue until Cutwater notifies the Fund of a change in its voluntary Expense Limitation or its discontinuation. This Expense Limitation may be discontinued at any time at the discretion of Cutwater.

For the year ended April 30, 2015, the Adviser earned advisory fees of $190,111 and waived fees of $160,080.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund pursuant to an underwriting agreement between the Trust and the Underwriter.

The Trustees of the Trust who are not officers or employees of an investment adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $4,518. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

     Purchases      Sales  

Investment Securities

   $ 8,760,916       $ 11,412,517   

U.S. Government Securities

     11,594,992         8,840,720   

 

18


CUTWATER INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Restricted Securities

A restricted security is a security which has been purchased through a private offering and cannot be resold to the general public without prior registration under the Securities Act of 1933, as amended (the “1933 Act”), or pursuant to the resale limitations provided by Rule 144 under the 1933 Act, or an exemption from the registration requirements of the 1933 Act. Certain restricted securities may be resold in transactions exempt from registration, normally to qualified institutional buyers, and may be deemed liquid by Cutwater as applicable, based on policies and procedures established by the Fund’s Board of Trustees. Therefore, not all restricted securities are considered illiquid.

At April 30, 2015, the following restricted security was held as illiquid:

 

     Acquisition
Date
     Acquisition
Cost
     Value      % of
Net Assets
 

Corporate Bonds and Notes:

           

ORES LLC, Series 2014-LV3, Class A
3.00%, 03/27/24

     03/21/14       $ 108,040       $ 108,040         0.3%   

5. Capital Share Transactions

For the years ended April 30, 2015 and April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

     For the Year Ended
April 30, 2015
     For the Year Ended
April 30, 2014
 
     Shares      Amount      Shares     Amount  

Institutional Class:

          

Reinvestments

     114,838       $ 1,168,769         175,080      $ 1,736,649   

Redemptions

                     (1,008,518     (10,250,000
  

 

 

    

 

 

    

 

 

   

 

 

 

Net increase/(decrease)

  114,838    $ 1,168,769      (833,438 $ (8,513,351
  

 

 

    

 

 

    

 

 

   

 

 

 

6. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, these adjustments were to increase accumulated net investment income by $76,817, and increase accumulated net realized loss by $76,817, due to paydowns. Paid-in-capital and net assets were not affected by these adjustments.

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $1,168,769 of ordinary income dividends. For the year ended April 30, 2014, the tax character of distributions paid by the Fund was $1,376,452 of ordinary income dividends and $360,198 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

 

19


CUTWATER INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss
Carryforward

  Undistributed
Ordinary Income
  Undistributed
Long-Term Gain
  Unrealized
Appreciation
  Qualified Late-Year
Losses
$(121,578)   $28,376   $—   $1,105,089   $—

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

 

 

Federal tax cost

   $ 37,833,075   
    

 

 

 

Gross unrealized appreciation

$ 1,370,605   

Gross unrealized depreciation

  (265,516
    

 

 

 

Net unrealized appreciation

$ 1,105,089   
    

 

 

 

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015 any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Fund had no loss deferrals or late year ordinary loss.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund’s capital loss carryforward was $121,578, of which $99,391 were short-term losses, $22,187 are long-term losses. All losses will be carried forward indefinitely and will retain their character as short-term and long-term capital losses.

During the year ended April 30, 2015, the Fund utilized $221,461 of prior year capital loss carryforward.

7. Mortgage-Related And Other Asset-Backed Securities Risk

Mortgage-related and asset-backed securities are subject to certain other risks. The value of these securities will be influenced by the factors affecting the housing market and the assets underlying such securities. As a result, during periods of declining asset value, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid.

8. Debt Investment Risk

Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

 

20


CUTWATER INVESTMENT GRADE BOND FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

9. Subsequent Event

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

21


CUTWATER INVESTMENT GRADE BOND FUND

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of FundVantage Trust and

Shareholders of the Cutwater Investment Grade Bond Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the Cutwater Investment Grade Bond Fund (one of the series constituting FundVantage Trust) (the “Fund”) as of April 30, 2015, and the related statement of operations, statement of changes in net assets, and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statement of changes in net assets and financial highlights for each of the periods presented through April 30, 2014 were audited by other auditors whose report dated June 24, 2014, expressed an unqualified opinion on those financial statements and financial highlights.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2015, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Cutwater Investment Grade Bond Fund (one of the series constituting FundVantage Trust) at April 30, 2015, and the results of its operations, the changes in its net assets, and its financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Philadelphia, Pennsylvania

June 26, 2015

 

22


CUTWATER INVESTMENT GRADE BOND FUND

Shareholder Tax Information

(Unaudited)

 

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the year ended April 30, 2015, the Fund paid $1,168,769 ordinary income dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 2.72% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of ordinary income dividends qualifying for corporate dividends received deduction is 2.72%.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 96.23%.

A total of 8.06% of the dividends distributed during the fiscal year was derived from interest on U.S. government securities, which is generally exempt from state income tax.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

23


CUTWATER INVESTMENT GRADE BOND FUND

Other Information

(Unaudited)

 

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 678-6242 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Change in Independent Registered Public Accounting Firm

Due to independence matters under the Securities and Exchange Commission’s auditor independence rules relating to the January 2, 2015 acquisition of Cutwater Holdings, LLC (the parent of Cutwater Investor Services Corp.) by The Bank of New York Mellon, PricewaterhouseCoopers LLP (“PwC”) has resigned as the independent registered public accounting firm for the Cutwater Investment Grade Bond Fund (the “Fund”) effective March 12, 2015. Effective March 24, 2015, the Board of Trustees of FundVantage Trust (the “Trust”), upon recommendation of the Audit Committee, selected Ernst & Young LLP (“E&Y”) to serve as the independent registered public accounting firm for the Fund for the fiscal year ending April 30, 2015.

During the fiscal years ended April 30, 2013 and April 30, 2014, PwC’s reports contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During each fiscal year ends referred to above, and for the period from May 1, 2014 through PwC’s resignation on March 12, 2015, (i) there were no disagreements with PwC 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 PwC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the Fund’s financial statements for such years; and (ii) there were no reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (“Regulation S-K”).

As indicated above, the Trust has appointed E&Y as the independent registered public accounting firm to audit the Fund’s financial statements for the fiscal year ending April 30, 2015. During the Fund’s fiscal years ended April 30, 2013 and April 30, 2014, and for the period from May 1, 2014 through March 24, 2015, neither the Trust nor anyone on its behalf has consulted E&Y on items which: (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Fund’s financial statements; or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).

Approval of Advisory Agreement

On October 6, 2014, MBIA Inc. (“MBIA”) and The Bank of New York Mellon (“BNY Mellon”) announced an agreement pursuant to which BNY Mellon would acquire Cutwater Holdings, LLC (“CHL”), the parent of Cutwater Investor Services Corp. (“Cutwater” or the “Adviser”), from MBIA (the “Transaction”). The Transaction, which was consummated on January 2, 2015, resulted in a change of control of the Adviser (the “Change of Control”) and, pursuant to relevant provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), resulted in the assignment and automatic termination of the Cutwater Investment Grade Bond Fund’s investment advisory agreement with the Adviser dated November 23, 2010 (the “Prior Agreement”).

 

24


CUTWATER INVESTMENT GRADE BOND FUND

Other Information

(Unaudited) (Continued)

 

Accordingly, at an in-person meeting held on November 21, 2014, the Board of Trustees of the Fund (“Board” or “Trustees”), including the Trustees who are not “interested persons” (“Independent Trustees”) within the meaning of Section 2(a)(19) of the 1940 Act, considered and approved a new advisory agreement with the Adviser (“New Agreement”), which was approved by shareholders on December 11, 2014 via unanimous written consent in lieu of a meeting of shareholders. The Adviser continued to provide services to the Fund under the Prior Agreement prior to the consummation of the Transaction. Upon closing of the Transaction on January 2, 2015, the Prior Agreement was superseded by New Agreement. The New Agreement has an initial term of two years and continues thereafter from year to year if specifically approved at least annually by the “vote of a majority of the outstanding voting securities” of the Fund or by the Board of Trustees and, in either event, by the vote of a majority of the Independent Trustees, cast in person at a meeting called for such purpose.

Below is a discussion regarding the Board’s considerations in approving the New Agreement at the November 21, 2014 in-person meeting. In connection with the Board’s consideration of the New Agreement, the Board also relied on its deliberations on the Prior Agreement at a meeting held in-person on September 22-23, 2014.

Before considering the New Agreement, the Board, including the Independent Trustees, requested and received requested and received information about the Adviser, the Transaction, the Change of Control and any anticipated impact of the Transaction or the Change of Control on the Fund and its shareholders. In determining whether to approve the New Agreement, the Trustees considered information provided by the Adviser in conjunction with the November 21, 2014 in-person meeting. At the meeting, the Board, including a majority of the Independent Trustees, unanimously approved the New Agreement.

In determining whether to approve the New Agreement, the Trustees considered information provided by the Adviser in accordance with Section 15(c) of the 1940 Act. The Trustees considered information that the Adviser provided regarding (i) the services performed for the Fund, (ii) the size and qualifications of the Adviser’s portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Fund, (iv) investment performance, (v) the capitalization and financial condition of the Adviser along with the respective capitalization and financial condition of MBIA and BNY Mellon, (vi) brokerage selection procedures, (vii) the procedures for allocating investment opportunities between the Fund and other clients, (viii) results of any independent audit or regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on the Adviser’s ability to service the Fund, (x) compliance with the Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies), federal securities laws and other regulatory requirements, (xi) its proxy voting policies, and (xii) the Change of Control and the impact of the resulting change of control on the services provided by the Adviser. The Adviser also provided its current Form ADV for the Trustees’ review and consideration. The Trustees also received and reviewed a memorandum from legal counsel regarding the legal standard applicable to their review of the New Agreement. The Trustees also reviewed comparative performance data, comparative statistics and fee data for the Fund relative to other funds in its peer group.

At the in-person meeting on November 21, 2014, representatives from the Adviser joined the meeting and discussed the Change of Control, including the background of and reasons for the Change of Control. They also discussed the Adviser’s history, performance, investment strategy, and compliance program in connection with the proposed New Agreement.

Consideration of the Transaction and Change of Control. The Board received information from the representatives of the Adviser regarding the planned inclusion of the Adviser into BNY Mellon Investment Management’s multi-boutique asset management platform (the “BNY Mellon Platform”) with approximately $1.65 trillion in assets under management worldwide, noting that the BNY Mellon Platform’s assets under management were substantially larger than CHL’s assets under management, representing MBIA’s asset management business, of approximately $21.9 billion. Representatives

 

25


CUTWATER INVESTMENT GRADE BOND FUND

Other Information

(Unaudited) (Continued)

 

of the Adviser informed the Board of their belief that these enhanced resources as a result of the Transaction would be beneficial to its performance of advisory services to the Fund on a going forward basis. BNY Mellon and its affiliates constitute a global leader in investment management and investment services, with significant scale, scope and stability. BNY Mellon’s parent company, The Bank of New York Mellon Corporation, has a current market capitalization of over $40 billion and had total revenue of approximately $15 billion and net income of $2.19 billion in the fiscal year ended December 31, 2013. In contrast, MBIA has a current market capitalization of approximately $2.29 billion and had total revenue of approximately $1.2 billion and net income of $250 million in the fiscal year ended December 31, 2013.

The Board was informed that after the Change of Control, the Adviser would be anticipated to operate within the BNY Mellon Platform as an autonomous affiliated investment advisory firm working closely with Insight Investment Management Limited (“Insight”), another investment manager on the BNY Mellon Platform. Insight is one of Europe’s leading investment managers in the fixed income and liability risk management markets with approximately $495 billion in assets under management. The representatives from the Adviser stated their belief that the proposed Transaction will benefit the Fund’s shareholders because of the advantages to be realized by the Adviser, as a result of its affiliation with BNY Mellon. The pending sale of CHL to BNY Mellon will align the Adviser with a parent that has significant businesses and resources deployed in the asset management industry. BNY Mellon’s existing investment in human and technological resources that encompass critical areas of governance, risk management, portfolio management, fixed income analysis, and customer service in a global organization will be of significant value to the Fund and the Fund’s shareholders.

It is expected that the collaboration between the Adviser and Insight will provide the Adviser with increased technological and analytical resources in the global fixed income markets, particularly the fixed income markets of emerging countries. The Adviser emphasized the benefit of these additional resources given the increasing complexity of fixed income investing and the globalization of markets. For instance, there is an ongoing debate about the “relative value” between interest rate curves across global fixed income markets and the impact that debate is having on the U.S. fixed income market. The impact, from the presence of overseas investors, such as sovereign wealth funds, on U.S. fixed income markets has led to an increase in volatility in the U.S. rates market and has direct implications on the Fund. The Adviser believes that having a comprehensive global perspective is increasingly important for successful fixed income investing and is a capability that will be enhanced at the Adviser as a result of BNY Mellon’s acquisition of CHL. In addition, the Fund’s investment strategy permits the Fund to invest in U.S. dollar denominated bonds of foreign issuers and being a part of the BNY Mellon Platform will enhance the Adviser’s ability to identify non-U.S. investment opportunities. In addition to enhanced global capabilities, becoming a part of the BNY Mellon Platform will provide the Adviser with access to additional analytical resources resident at BNY Mellon Investment Management that will augment the existing resources at the Adviser in the below investment grade sector. As part of the BNY Mellon Platform, the Adviser will have access to the resources of a leading global financial institution. A combination of top down macro-economic analysis with bottom-up security selection utilizing deep fundamental research is, and will continue to be, a primary driver of the Fund’s performance. In addition, while the Adviser does not anticipate using BNY Mellon, Insight, or their affiliates for executing the Fund’s brokerage transactions, to the extent the Adviser were to use BNY Mellon, Insight or their affiliates for such transactions, they would be effected in conformance with the 1940 Act and the rules thereunder.

In connection with the Trustees’ review of the New Agreement, the representatives from the Adviser and BNY Mellon emphasized that: (i) there will be no reduction in the nature, quality, or extent of services currently provided to the Fund and its shareholders as a result of the Change of Control; (ii) no material adverse effects on the Adviser’s financial condition are anticipated as a result of the Change of Control; and (iii) no material changes in the Adviser’s personnel or operations were contemplated. In addition, the Board was informed that terms of the Transaction included provisions whereby MBIA and BNY Mellon had agreed to bear the direct costs that would otherwise be borne by the Fund associated with the Change in Control, including proxy statement and shareholder solicitation costs to approve the New Agreement, and related legal costs. The Board also discussed with the Adviser certain terms of the Transaction agreement, including the fact that MBIA would receive financial consideration from BNY Mellon, and related conflicts of interest that the Adviser or MBIA may have recommending the approval of the New Agreement in view of the financial consideration MBIA stands to receive as a result of the consummation of the Transaction.

 

26


CUTWATER INVESTMENT GRADE BOND FUND

Other Information

(Unaudited) (Continued)

 

Finally, the Board was informed that MBIA and BNY Mellon have made certain covenants in the Transaction agreement regarding compliance with Section 15(f) of the 1940 Act, which, in pertinent part, provides a safe harbor for the receipt by an investment advisor or any of its affiliated persons of any amount or benefit in connection with certain transactions, such as the Transaction, involving an assignment of an investment management services agreement as long as two conditions are satisfied.

The first condition requires that no “unfair burden” be imposed on the investment company as a result of the Transaction, or as a result of any express or implied terms, conditions or understandings applicable to the Transaction. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the change in control whereby the investment advisor (or predecessor or successor investment advisor), or any interested person of any such investment advisor, receives or is entitled to receive any compensation, directly or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary fees for principal underwriting services). No such compensation arrangements are contemplated in the Transaction. MBIA and BNY Mellon have agreed to refrain from imposing or seeking to impose, for a period of two years after the closing of the Transaction, any “unfair burden” on the Fund.

The Board was informed that after the Change of Control, the Adviser would be anticipated to operate within the BNY Mellon Platform as an autonomous affiliated investment advisory firm working closely with Insight Investment Management Limited (“Insight”), another investment manager on the BNY Mellon Platform. Insight is one of Europe’s leading investment managers in the fixed income and liability risk management markets with approximately $495 billion in assets under management. The representatives from the Adviser stated their belief that the proposed Transaction will benefit the Fund’s shareholders because of the advantages to be realized by the Adviser, as a result of its affiliation with BNY Mellon. The pending sale of CHL to BNY Mellon will align the Adviser with a parent that has significant businesses and resources deployed in the asset management industry. BNY Mellon’s existing investment in human and technological resources that encompass critical areas of governance, risk management, portfolio management, fixed income analysis, and customer service in a global organization will be of significant value to the Fund and the Fund’s shareholders.

The second condition requires that, during the three-year period immediately following the closing of such transactions, at least 75% of the investment company’s board of directors or trustees not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the investment advisor or predecessor investment advisor. The Fund’s Board currently complies with such requirement and will continue to comply with such condition for the three-year period following the close of the Transaction. MBIA and BNY Mellon have agreed to refrain from acting in a manner that would prevent the 75% requirement from continuing to be met for the three-year period following the close of the Transaction.

Consideration of the New Agreement. In addition to the information provided by the Adviser as described above, the Trustees also considered all other factors they believed to be relevant to evaluating the New Agreement, including the specific matters discussed below. In their deliberations, the Trustees did not identify any particular information that was controlling, and different Trustees may have attributed different weights to the various factors. However, the Trustees determined that the overall arrangements with the Adviser with respect to the Fund, as provided in the New Agreement, including the proposed investment advisory fees, are fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the Trustees considered relevant. Factors evaluated included: (i) the terms and conditions of the New Agreement, including that the contractual fees to be paid by the Fund to the Adviser under the New Agreement will remain the same; (ii) the Board’s review of the Prior Agreement at the in-person meeting on September 22-23, 2014 as required by the 1940 Act and their determination at that time that (a) the Adviser had the capabilities, resources, and personnel necessary to provide the satisfactory investment advisory services to the Fund and (b) the investment advisory

 

27


CUTWATER INVESTMENT GRADE BOND FUND

Other Information

(Unaudited) (Continued)

 

fees to be paid to the Adviser, represent reasonable compensation to the Adviser in light of the services provided, the costs to the Adviser of providing those services, economies of scale, and the fees and other expenses paid by similar funds and such other matters that the Board considered relevant in the exercise of their reasonable judgment; and (iii) the operations of the Adviser are not expected to change as a result of the Change of Control. Certain of these considerations are discussed in more detail below.

In making their decision relating to the approval of the New Agreement, the Trustees gave attention to the information furnished. The following discussion, however, identifies the primary factors taken into account by the Trustees and the conclusions reached in approving the New Agreement.

Nature, Extent, and Quality of Services. The Trustees considered the services provided by the Adviser to the Fund and its shareholders. In reviewing the nature, extent, and quality of services, the Board considered that the New Agreement will be substantially similar to the Prior Agreement. The Trustees considered the Adviser’s personnel and the depth of the Adviser’s personnel who possess the experience to provide investment management services to the Fund. Based on the information provided by the Adviser, including that no material changes are expected as a result of the Change of Control in the Adviser’s personnel or operations, the Trustees concluded that (i) the nature, extent and quality of the services provided by the Adviser are appropriate and consistent with the terms of the New Agreement, (ii) the quality of those services has been consistent with industry norms, (iii) the Fund is likely to benefit from the continued provision of those services by the Adviser, (iv) the Adviser has sufficient personnel, with the appropriate education and experience, to serve the Fund effectively and has demonstrated its continuing ability to attract and retain qualified personnel, and (v) the satisfactory nature, extent, and quality of services currently provided to the Fund and its shareholders is likely to continue under the New Agreement.

Investment Performance. The Board considered the overall investment performance of the Adviser and the Fund since the Fund’s inception on December 2, 2010. Trustees gave appropriate consideration to their review of investment performance presented in connection with the approval of the New Agreement at the November 21, 2014 in-person meeting and the approval of the Adviser’s investment advisory agreement at the September 22-23, 2014 in-person meeting. At the meetings, the Trustees reviewed and considered comparative performance data and the Fund’s performance relative to the Lipper Core Bond Fund category, the Fund’s applicable Lipper peer group and its respective benchmark index, the Barclays Aggregate Bond Index, which is an unmanaged broad-based index that measures the investment grade, U.S. dollar- denominated, fixed-rate taxable bond market. The Trustees noted that the Fund outperformed its benchmark and the Lipper Core Bond Fund category for the year-to-date, one-year, two-year, three-year, and since inception periods ended June 30, 2014 and September 30, 2014.

The Trustees also noted their review and evaluation of the Fund’s investment performance on an on-going basis throughout the year. The Trustees considered the consistency of performance results and the short-term and long-term performance of the Fund. They concluded that the performance of the Fund and the Adviser represented superior performance relative to other fixed-income mutual funds with similar investment objectives, strategies and policies. The Board also concluded that neither the Change of Control nor the New Agreement would likely have an adverse effect on the investment performance of the Fund because (i) the Adviser does not currently expect the Change of Control to cause any material change to the Fund’s portfolio management team responsible for investment performance, which the Board found to be satisfactory, and (ii) as discussed in more detail below, the Fund’s expenses are not expected to increase as a result of the Change of Control.

Comparative Expenses. The Trustees considered the costs of the services provided by the Adviser, the compensation and benefits received by the Adviser in providing services to the Fund, as well as the Adviser’s profitability. The Trustees were provided with and had reviewed MBIA’s financial statements for the fiscal year ended December 31, 2013. In addition, the Trustees considered any direct or indirect revenues received by affiliates of the Adviser. The Trustees were satisfied that the Adviser’s profits were sufficient to continue as a viable concern generally and as investment adviser of the Fund

 

28


CUTWATER INVESTMENT GRADE BOND FUND

Other Information

(Unaudited) (Concluded)

 

specifically. The Trustees concluded that the Adviser’s fees and profits (if any) derived from its relationship with the Fund in light of the Fund’s expenses were reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other investment advisers for managing comparable funds with similar strategies. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Fund versus the universe of funds in the Lipper Core Bond Fund category with $250 million or less in assets. The Trustees noted that the Fund’s net expense ratio and gross advisory fee were slightly higher than median net expense ratio and gross advisory fee of the universe of funds in the Lipper Core Bond Fund category with $250 million or less in assets. The Trustees concluded that the overall expense ratio of the Fund was reasonable, taking into account the size of the Fund, the quality of services provided by the Adviser and the investment performance of the Fund. On the basis of these considerations, together, with the other information it considered, the Board determined that the investment advisory fee to be received by the Adviser under the New Agreement is reasonable in light of the services to be provided. The Trustees considered whether the Change of Control would impact the services currently being provided to the Fund. Based on the information provided at the meeting, the Trustees concluded that there would not be any material adverse impact on the expenses of the Fund and services provided to the Fund as a result of the Change of Control.

Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Fund for the benefit of fund shareholders, but that because such economies of scale did not yet exist and were not likely to exist in the near term, it was not appropriate to incorporate a mechanism for sharing the benefit of such economies with Fund shareholders in the advisory fee structure at this time.

Conclusion. After consideration of all the factors, taking into consideration the information presented at the meetings and deliberating in executive session, the entire Board, including the Independent Trustees, unanimously approved the New Agreement. The Board concluded that the investment advisory fee rate under the New Agreement is reasonable in relation to the services provided and that execution of such agreement is in the best interests of the shareholders of the Fund. The Trustees also concluded that the investment advisory fees are at acceptable levels in light of the quality of services provided to the Fund; that the advisory fee schedule would not be increased and would stay the same for the Fund; that the total expense ratio would not change materially; and that the Adviser had represented that the overall expenses for the Fund are not expected to be adversely affected by the Change of Control. On these bases, the Trustees concluded that the proposed investment advisory fees for the Fund are reasonable. In arriving at their decision, the Trustees did not identify any single matter as controlling, but made their determination in light of all the circumstances.

 

29


CUTWATER INVESTMENT GRADE BOND FUND

Privacy Notice

(Unaudited)

 

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (866) 678-6242.

 

30


CUTWATER INVESTMENT GRADE BOND FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (866) 678-6242.

 

Name

and Date of Birth

 

Position(s) Held 

with Trust

 

Term of Office

and Length of

Time Served

 

Principal Occupation(s)

During Past Five Years

  Number of

Funds in
Trust Complex 
Overseen by
Trustee

  Other
Directorships
Held by Trustee 

INDEPENDENT TRUSTEES

 

       

ROBERT J. CHRISTIAN 

Date of Birth: 2/49

  Trustee and Chairman of the Board   Shall serve until death, resignation or removal. Trustee and Chairman since 2007.   Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.   38   Optimum Fund
Trust
(registered
investment
company) (6
portfolios).
           

IQBAL MANSUR

Date of Birth: 6/55

  Trustee   Shall serve until death, resignation or removal. Trustee since 2007.   University Professor, Widener University   38   None.
       

DONALD J. PUGLISI

Date of Birth: 8/45

  Trustee   Shall serve until death, resignation or removal. Trustee since 2008.   Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.   38   None.
           

STEPHEN M. WYNNE

Date of Birth: 1/55

  Trustee   Shall serve until death, resignation or removal. Trustee since 2009.   Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.   38   Copeland Trust
(registered
investment
company) (2
portfolios).
Context Capital
Funds
(registered
investment
company) (1
portfolio).

 

31


CUTWATER INVESTMENT GRADE BOND FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

Position(s) Held 

with Trust

 

Term of Office

and Length of

Time Served

 

Principal Occupation(s)

During Past Five Years

  Number of

Funds in
Trust Complex 
Overseen by
Trustee

  Other
Directorships
Held by Trustee 

INTERESTED TRUSTEE1

 

       

NANCY B. WOLCOTT

Date of Birth: 11/54

  Trustee   Shall serve until death, resignation or removal. Trustee since 2011.   Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.   38   None.

1 Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

32


CUTWATER INVESTMENT GRADE BOND FUND

Fund Management (Concluded)

(Unaudited)

 

Name

and Date of Birth

 

Position(s) Held

with Trust

 

Term of Office

and Length of

Time Served

 

Principal Occupation(s)

During Past Five Years

EXECUTIVE OFFICERS

 

     

JOEL L. WEISS

Date of Birth: 1/63

  President and Chief Executive Officer   Shall serve until death, resignation or removal. Officer since 2007.   Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.
       

JAMES G. SHAW

Date of Birth: 10/60

  Treasurer and Chief Financial Officer   Shall serve until death, resignation or removal. Officer since 2007.   Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.
     

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

  Secretary   Shall serve until death, resignation or removal. Officer since 2012.   Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.
       

DAVID C. LEBISKY

Date of Birth: 5/72

  Chief Compliance Officer   Shall serve until death, resignation or removal. Officer since 2015.   Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

33


Investment Adviser

Cutwater Investor Services Corp.

200 Park Avenue, 7th Floor

New York, NY 10166

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

 

LOGO

 


DUPONT CAPITAL EMERGING MARKETS FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Fund Shareholder,

The DuPont Capital Emerging Market Fund returned -4.20% for the twelve month period ending April 30, 2015, underperforming the index by 12.00% (net of fees).

The MSCI Emerging Markets Net Dividend Income Index rose +7.80% over the trailing twelve-month period ending April 30, 2015, lagging the gains experienced in the United States, but outperforming other developed areas of the world. There was significant variation among country returns within the index, China and Greece were the most extreme. China led emerging markets higher with a return of 48%. Increased acrimony between Greece and its major creditors caused Greek stocks to fall -56%. Other factors contributing to the large variation within emerging markets were the significant rise in the U.S. Dollar relative to emerging market currencies, increased monetary policy actions by the European and Japanese central banks, political turmoil in multiple countries and the significant fall in commodity prices.

Within emerging regions and countries, the Asian region had the highest positive returns helped by the very strong returns in China as well as double digit returns in Philippines, Taiwan and India. China’s leading returns came despite weaker economic growth and were fueled by aggressive monetary policy actions, which cause investors to move aggressively into the stock market. Returns in Latin America and Eastern Europe were poor, -15.2% and -11.9% respectively. Most countries within these regions fell during the period, with Brazil and Columbia among the worst. The economies and stock markets of both countries are heavily influenced by commodity prices, which dropped sharply during the period. Brazil was also negatively impacted by a massive corruption scandal at the state owned oil company Petrobras. Country returns within the Middle East and Africa were mixed.

From a sector perspective, health care and technology led the market higher, while the energy and materials sectors fell. Health care and technology are seen as offering high growth that is not tied to general economic activity. Stocks within the energy and materials sectors generally fell with their respective commodity exposures.

The fund’s performance relative to the benchmark was negatively impacted by an over allocation to areas of the market that have greater sensitivity to changes in economic activity, “cyclicals”, such as automobile manufacturing, mining, ship building and steel manufacturing. Additionally, an under allocation to health care and technology stocks negatively impacted relative performance. It has been our assessment that the large valuation gap between cyclicals and stocks seen as offering either high growth and/or stability is unsustainably wide. We believe this valuation gap should close as emerging markets continue to grow.

The fund’s relative performance was also negatively impacted by stock selection in China and Korea. Within China, the fund has been more defensively positioned relative to the benchmark. While the fund’s aggregate positions in China performed well on an absolute basis, they failed to keep up with the strong

 

1


DUPONT CAPITAL EMERGING MARKETS FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

advance of the Chinese companies in the benchmark. The fund’s positions in Korea were negatively impacted by the currently weak global demand for industrial capital goods and the poor performance of the Hyundai Group of companies.

Investment Environment and Outlook

Our base case scenario for this year is moderate global growth. We generally expect growth in China to slow and the government to continue supportive growth measures to ensure stability. Global economic growth has recently been showing signs of improvement; bank lending, for example, is returning to normal historical levels in the U.S., European bank lending has turned positive, and EM central banks are reducing policy rates. We are also expecting interest rate normalization to commence in the U.S., which may add volatility to emerging market currencies.

The fund is positioned for cyclical stocks to outperform growth and defensive sectors. The valuation discount for cyclicals implies a material amount of economic growth pessimism. Within this general positioning, we have been diversifying the fund’s exposures both geographically, across industries, and by identifying stock specific opportunities.

Given our concerns regarding the likely rise in U.S. interest rates and the increase in the U.S. Dollar, we have been cautious in purchasing companies reliant on U.S. Dollar funding.

Overall, we maintain our favorable outlook for emerging market equities. While economic growth has decelerated in the near term, absolute levels of growth are still healthy for most countries. Valuations remain attractive both on an absolute basis and relative to developed markets.

Our focus remains on valuing companies based on their long term profitability. This approach is overlaid with our risk assessment both at the individual company level and country level. Each investment is judged based on this risk-return tradeoff. Company dividend payouts and earnings remain steady and valuations attractive.

We appreciate your investment in the Fund and look forward to communicating with you in the future.

DuPont Capital Management Corporation

 

2


DUPONT CAPITAL EMERGING MARKETS FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

This letter is intended to assist shareholders in understanding how the Fund performed during the year ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. These views may change and do not guarantee future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

Mutual fund investing involves risks, including possible loss of principal. The Fund invests primarily in markets of emerging countries which are riskier than more developed markets and may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop unevenly or may never fully develop. Emerging markets are more likely to experience hyperinflation and currency valuations, which adversely affect returns to U.S. investors. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets.

Foreign securities are subject to political, social, and economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets. The value of debt securities generally falls when interest rates rise. The Fund may invest without limit in below-investment grade debt securities commonly called “high yield” securities or “junk bonds.” Such securities may have greater default risk, less liquidity, and greater price volatility than investment-grade bonds.

 

3


DUPONT CAPITAL EMERGING MARKETS FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $1,000,000 Investment in the DuPont Capital Emerging Markets Fund

Class I vs MSCI Emerging Markets Net Dividend Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015     
      1 Year   3 Year   Since Inception*     

    Class I

   -3.97%   -2.35%   -3.15%    

    MSCI Emerging Markets Net

          

    Dividend Index

   7.80%   3.24%   0.78%**    

 

*

The DuPont Capital Emerging Markets Fund (the “Fund”) commenced operations on December 6, 2010.

 

**

Benchmark performance is from commencement date of the Fund only and is not the commencement date of the benchmark itself.

The performance data includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-0014.

The Fund’s total operating expense ratio, as stated in the current prospectus dated September 1, 2014, is 1.33% of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report.

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.

 

4


DUPONT CAPITAL EMERGING MARKETS FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The Fund intends to evaluate performance as compared to that of the MSCI Emerging Markets Net Dividend Index. The MSCI Emerging Markets Net Dividend Index is a float-adjusted market capitalization index consisting of 24 emerging economies. It is impossible to invest directly in an index.

Mutual fund investing involves risks, including possible loss of principal. The Fund invests primarily in markets of emerging countries which are riskier than more developed markets and may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop unevenly or may never fully develop. Emerging markets are more likely to experience hyperinflation and currency evaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.

Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.

 

5


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Fund Shareholder,

The DuPont Capital Emerging Markets Debt Fund returned +2.41% for the twelve month period ending April 30, 2015. The JP Morgan Emerging Markets Bond Index Global Diversified rose +6.06% over the trailing twelve-months ending April 30, 2015, making emerging markets debt (EMD) one of the best performing fixed income asset classes for the period.

EMD and most fixed income securities exhibited high levels of volatility due to uncertainty over global economic growth, significant declines in oil prices, geopolitical tensions in many regions highlighted by the ongoing problems between Russia and Ukraine, weakness in most currencies against the U.S. dollar and the belief that the Federal Reserve would begin raising rates sometime in 2015. Despite the volatility, U.S. dollar EMD performed very well over the twelve month period, outpacing most fixed income asset classes. The strength was driven by a combination of attractive valuations in the asset class, low inflation, rising U.S. Treasury prices and moderate economic growth in the U.S. Oil prices and many EM currencies rebounded late in the period as the U.S economy weakened while growth picked up in the Eurozone and several EM countries. Investors continued to be attracted by both valuations and yields relative to other fixed income sectors.

EM U.S. Dollar sovereigns outperformed local-currency EMD. Within U.S. Dollar sovereigns, investment grade countries greatly outperformed high yield sovereigns. Some of the best performing countries included Argentina, Jamaica and Indonesia while Venezuela and Ukraine had large negative returns. Spreads widened by 46 basis points during the last twelve months to 340 over Treasuries, while the yield of the index did not change materially and closed at 5.40%. In the Fund, overweights to Venezuela and Ukraine were the major positions that detracted from relative returns. Venezuela performed poorly due to the rapid decline in oil prices while Ukraine’s problems stemmed from deteriorating financial conditions and the ongoing political tensions with Russia. In addition, our small allocation to Brazil and Mexico local currency bonds detracted from returns. As mentioned earlier, the strength of the U.S dollar led to poor performance by most local currency bonds. In U.S. dollar holdings, our positions in China and Mexico performed well and contributed positively to performance.

The primary overweight exposures in the Fund include Mexico, China, Brazil, Ukraine and Venezuela. In local currency bonds, the main positions are in Mexico and Brazil. The Fund has reduced its cash holdings over the last several months as attractive opportunities were identified by the investment team. The Fund has a yield advantage when compared to the benchmark, mostly due to the overweights to Venezuela, Ukraine and the local currency exposure to Mexico and Brazil.

Investment Environment and Outlook

A rise in oil prices, a weaker dollar and more volatile developed bond markets have led to better returns in local currencies and specific countries over the past two months. Even with the changes in

 

6


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

the overall environment, our outlook for EMD remains positive. This outlook is supported by our view that valuations are fair to slightly cheap and our belief that the improved credit fundamentals in many EM countries over the past decade will continue to support economic growth and social development. EMD yields and spreads are not too far from where they began 2015 at a 5.4% yield and a spread of 340 bps over treasuries. Over the shorter-term horizon, EMD could benefit from increasing investor appetite due to extremely low yields across all developed countries.

The direction of oil prices, interest rates and the U.S. dollar will continue to make headlines and impact returns across financial markets. Despite the recent weakness of the dollar, we continue to be cautious of local currency bonds and the portfolio only holds a 6% allocation as the dollar could potentially move higher later in the year. However, we feel the long-term potential for Mexico and Brazil local currency bonds is positive. In hard currency EMD, we find the risk-adjusted returns for Venezuela and Ukraine to be favorable. Despite recent gains, Venezuela and Ukraine are still trading at levels that are close to default recovery value. The Ukraine government has started negotiations to restructure sovereign bonds and this could lead to further gains over the next year.

We appreciate your investment in the Fund and look forward to communicating with you in the future.

DuPont Capital Management Corporation

This letter is intended to assist shareholders in understanding how the Fund performed during the year ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. These views may change and do not guarantee the future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

Mutual fund investing involves risks, including possible loss of principal. The Fund invests primarily in markets of emerging countries which are riskier than more developed markets and may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop unevenly or may never fully develop. Emerging markets are more likely to experience hyperinflation and currency valuations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.

Foreign securities are subject to political, social, and economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of

 

7


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets. The value of debt securities generally falls when interest rates rise. The Fund may invest without limit in below-investment grade debt securities commonly called “high yield” securities or “junk bonds.” Such securities may have greater default risk, less liquidity, and greater price volatility than investment-grade bonds.

 

8


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $1,000,000 Investment in the DuPont Capital Emerging Markets Debt Fund

Class I vs J.P. Morgan EMBI Global Diversified Index

 

LOGO

 

Average Annual Total Returns for the Period Ended April 30, 2015  
   1 Year Since Inception*   

      Class I

2.41% 5.88%    

      J.P. Morgan EMBI Global Diversified Index

6.06% 7.84%**  

 

*

The DuPont Capital Emerging Markets Debt Fund (the “Fund”) commenced operations on September 27, 2013.

 

**

Benchmark performance is from commencement date of the Fund only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-0014.

The Fund’s total gross and net operating expense ratio, as stated in the current prospectus dated September 1, 2014, is 4.42% and 0.89% respectively of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. DuPont Capital Management Corporation (the “Adviser”) has contractually agreed to reduce its fees or reimburse the Fund’s operating expenses in order to limit the total annual operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) for Class I Shares to 0.89%. This agreement will terminate on August 31, 2015, unless the Board of Trustees of FundVantage Trust approves an earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

 

9


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared that of the J.P. Morgan EMBI Global Diversified Index (EMBI Global), currently covers 27 emerging market countries. Included in the EMBI Global are U.S.-dollar-denominated Brady bonds, Eurobonds, traded loans, and local market debt instruments issued by sovereign and quasi-sovereign entities. It is impossible to invest directly in an index.

Mutual fund investing involves risks, including possible loss of principal. The Fund invests primarily in markets of emerging countries which are riskier than more developed markets and may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop unevenly or may never fully develop. Emerging markets are more likely to experience hyperinflation and currency evaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.

Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.

 

10


DUPONT CAPITAL FUNDS

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. These examples 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.

These examples are based on an investment of $1,000 invested at the beginning of the period from November 1, 2014 through April 30, 2015 and held for the entire period.

Actual Expenses

The first line for each Fund in the accompanying 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 entitled “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 Fund in the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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 funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying 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.

 

11


DUPONT CAPITAL FUNDS

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

     DuPont Capital Emerging Markets Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class I

              

Actual

       $1,000.00          $1,008.50          $7.02  

Hypothetical (5% return before expenses)

       1,000.00          1,017.80          7.05  
     DuPont Capital Emerging Markets Debt Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period**

Class I

              

Actual

       $1,000.00          $   994.40          $4.40  

Hypothetical (5% return before expenses)

       1,000.00          1,020.38          4.46  

 

 

*

Expenses are equal to an annualized expense ratio for the six month period ended April 30, 2015 of 1.41% for Class I Shares of the DuPont Capital Emerging Markets Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The DuPont Capital Emerging Markets Fund’s ending account value on the first line in the table is based on the actual total return for the six month period ended April 30, 2015 for the Fund of 0.85%.

 

**

Expenses are equal to an annualized expense ratio for the six month period ended April 30, 2015 of 0.89% for Class I Shares of the DuPont Capital Emerging Markets Debt Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The DuPont Capital Emerging Markets Debt Fund’s ending account value on the first line in the table is based on the actual total return for the six month period for the Fund of (0.56)%.

 

12


DUPONT CAPITAL EMERGING MARKETS FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

 

The following table presents a summary by industry of the portfolio holdings of the Fund:

 

     % of Net
Assets
  Value

INDUSTRY CATEGORIES:

        

Commercial Banks

       23.2 %     $ 38,770,153  

Oil, Gas & Consumable Fuels

       11.3         18,991,536  

Semiconductors & Semiconductor Equipment

       8.8         14,648,100  

Wireless Telecommunication Services

       8.4         14,018,552  

Metal & Mining

       6.8         11,274,840  

Machinery

       4.4         7,374,213  

Automobiles

       3.9         6,479,763  

Chemicals

       3.3         5,486,670  

Exchange Traded Funds

       2.9         4,845,440  

Technology Hardware, Storage & Peripherals

       2.6         4,322,184  

Airlines

       2.5         4,149,378  

Multiline Retail

       2.4         4,042,220  

Beverages

       2.2         3,593,840  

Auto Components

       1.9         3,220,993  

Hotels, Restaurants & Leisure

       1.7         2,844,512  

Construction Materials

       1.5         2,514,907  

Insurance

       1.3         2,227,187  

Food & Staples Retailing

       1.2         2,012,690  

Electric Utilities

       1.0         1,716,355  

Textiles, Apparel & Luxury Goods

       0.9         1,575,580  

Aerospace & Defense

       0.8         1,341,123  

Industrial Conglomerates

       0.8         1,340,782  

Water Utilities

       0.8         1,259,587  

Electrical Equipment

       0.5         877,703  

Real Estate Management & Development

       0.5         874,730  

Electronic, Equipment, Instruments & Components

       0.5         785,069  

Household Durables

       0.5         781,516  

Marine

       0.4         698,184  

Road & Rail

       0.4         643,357  

Personal Products

       0.4         613,566  

IT Services

       0.0         13,573  

Other Assets in Excess of Liabilities

       2.2         3,655,433  
    

 

 

     

 

 

 

NET ASSETS

    100.0 %   $ 166,993,736  
    

 

 

     

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

13


DUPONT CAPITAL EMERGING MARKETS FUND

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — 92.4%

  

Brazil — 4.7%

  

AMBEV SA

     571,100       $     3,593,840   

Embraer SA

     171,800         1,341,123   

Even Construtora e Incorporadora SA

     484,500         781,516   

Iochpe-Maxion SA

     170,500         626,441   

Natura Cosmeticos SA

     65,300         613,566   

WEG SA

     154,600         827,147   
     

 

 

 
  7,783,633   
     

 

 

 

Chile — 0.7%

  

Aguas Andinas SA, Class A

  2,129,486      1,259,587   
     

 

 

 

China — 21.9%

  

Air China Ltd., Class H

  1,672,000      2,016,631   

Anhui Conch Cement Co., Ltd., Class H

  622,000      2,514,907   

China Construction Bank Corp., Class H

  6,129,000      5,949,633   

China Mobile, Ltd.

  431,168      6,158,496   

China Overseas Land & Investment, Ltd.

  210,000      874,730   

China Shenhua Energy Co., Ltd., Class H

  471,000      1,223,213   

CNOOC, Ltd.

  2,458,000      4,191,412   

Dongfeng Motor Group Co., Ltd., Class H

  1,746,000      2,900,729   

Haitian International Holdings Ltd.

  339,000      843,140   

Industrial & Commercial Bank of China, Ltd.

  2,393,000      2,075,834   

Pacific Basin Shipping, Ltd.

  1,885,344      698,184   

PetroChina Co., Ltd., Class H

  3,157,181      4,072,019   
  Number
of Shares
  Value  

COMMON STOCKS — (Continued)

  

China — (Continued)

  

Shenzhou International Group Holdings, Ltd.

  335,000    $ 1,575,580   

Travelsky Technology Ltd.

  7,000      13,573   

Weichai Power Co., Ltd., Class H

  358,000      1,418,448   
     

 

 

 
  36,526,529   
     

 

 

 

Czech Republic — 2.8%

  

CEZ AS

  66,064      1,716,355   

Komercni Banka AS

  13,591      3,030,885   
     

 

 

 
  4,747,240   
     

 

 

 

Hungary — 2.0%

  

OTP Bank PLC

  153,788      3,400,594   
     

 

 

 

India — 4.9%

  

Coal India, Ltd.

  419,494      2,389,063   

ICICI Bank, Ltd., SP ADR

  174,069      1,902,574   

Oil India Ltd.

  236,474      1,701,320   

Reliance Industries, Ltd.,
SP GDR(a)

  81,596      2,194,932   
     

 

 

 
  8,187,889   
     

 

 

 

Indonesia — 3.0%

  

Astra International Tbk PT

  2,431,500      1,279,533   

Bank Mandiri Persero Tbk PT

  1,880,400      1,546,706   

Bank Rakyat Indonesia Persero Tbk PT

  1,801,300      1,608,201   

Indo Tambangraya Megah Tbk PT

  534,700      519,181   
     

 

 

 
  4,953,621   
     

 

 

 

Malaysia — 2.7%

  

CIMB Group Holdings Bhd

  562,730      930,921   

Genting Bhd

  788,496      1,935,568   
 

 

The accompanying notes are an integral part of the financial statements.

 

14


DUPONT CAPITAL EMERGING MARKETS FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Malaysia — (Continued)

  

Malayan Banking Bhd

     614,743       $     1,588,562   
     

 

 

 
  4,455,051   
     

 

 

 

Mexico — 5.0%

  

America Movil SAB de CV, Series L

  3,225,728      3,380,896   

Southern Copper Corp.

  71,405      2,326,375   

Ternium SA, SP ADR

  124,329      2,635,775   
     

 

 

 
  8,343,046   
     

 

 

 

Panama — 1.3%

  

Copa Holdings SA, Class A

  19,233      2,132,747   
     

 

 

 

Peru — 1.0%

  

Cia de Minas Buenaventura SA, ADR

  151,594      1,694,821   
     

 

 

 

Poland — 2.6%

  

Bank Handlowy w Warszawie SA

  48,274      1,528,740   

Bank Pekao SA

  55,998      2,910,707   
     

 

 

 
  4,439,447   
     

 

 

 

Russia — 4.6%

  

Globaltrans Investment PLC, GDR*

  129,971      643,357   

Magnit PJSC SP GDR

  36,686      2,012,690   

Novolipetsk Steel OJSC, GDR

  231,790      3,067,787   

PhosAgro OAO, GDR

  147,277      1,940,301   
     

 

 

 
  7,664,135   
     

 

 

 

South Africa — 4.2%

  

Barclays Africa Group, Ltd.

  140,411      2,249,112   

MTN Group, Ltd.

  126,647      2,542,936   

Reunert, Ltd.

  262,989      1,340,782   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

South Africa — (Continued)

  

Tsogo Sun Holdings, Ltd.

     390,362       $ 908,944   
     

 

 

 
  7,041,774   
     

 

 

 

South Korea — 16.8%

  

Hyundai Department Store Co. Ltd.

  18,592      2,523,744   

Hyundai Heavy Industries Co., Ltd.*

  12,743      1,655,687   

Hyundai Mobis

  14,649      3,220,993   

Hyundai Motor Co.

  14,652      2,299,501   

LG Chem, Ltd.

  14,039      3,546,369   

POSCO, ADR

  26,237      1,550,082   

Samsung Electronics Co., Ltd.

  5,045      6,618,303   

Samsung Heavy Industries Co., Ltd.

  23,220      391,110   

Samsung Life Insurance Co., Ltd.

  22,770      2,227,187   

Shinhan Financial Group Co., Ltd.

  61,388      2,540,737   

Shinsegae Co., Ltd.

  8,093      1,518,476   
     

 

 

 
  28,092,189   
     

 

 

 

Taiwan — 9.7%

  

Advanced Semiconductor Engineering, Inc.

  999,000      1,416,707   

Asustek Computer, Inc.

  190,000      2,012,928   

Chicony Electronics Co., Ltd.

  455,375      1,309,421   

Chipbond Technology Corp.

  781,000      1,687,736   

Compal Electronics, Inc.

  1,098,208      999,835   

CTBC Financial Holding Co., Ltd.

  1,687,000      1,313,116   

Hon Hai Precision Industry Co., Ltd.

  262,000      785,069   
 

 

The accompanying notes are an integral part of the financial statements.

 

15


DUPONT CAPITAL EMERGING MARKETS FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

  Number
of Shares
  Value  

COMMON STOCKS — (Continued)

  

Taiwan — (Continued)

  

Mega Financial Holding Co., Ltd.

  943,000    $ 838,761   

Novatek Microelectronics Corp.

  251,692      1,315,502   

Richtek Technology Corp .

  172,000      972,629   

Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR

  107,906      2,637,223   

Teco Electric And Machinery Co., Ltd.

  904,000      877,703   
     

 

 

 
  16,166,630   
     

 

 

 

Thailand — 3.3%

  

Bangkok Bank PCL NVDR

  286,800      1,605,309   

Kasikornbank PCL NVDR

  189,470      1,202,241   

PTT Exploration & Production PCL

  527,800      1,869,616   

Thai Oil PCL

  469,100      830,780   
     

 

 

 
  5,507,946   
     

 

 

 

Turkey — 1.2%

  

Turkcell Iletisim Hizmetleri AS

  434,856      1,936,224   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $141,210,095)

   

  154,333,103   
     

 

 

 

PREFERRED STOCKS — 2.5%

  

Brazil — 2.5%

  

Itau Unibanco Holding SA

  198,900      2,547,520   

Marcopolo SA, Pref.shares

  1,760,000      1,612,240   
     

 

 

 
  4,159,760   
     

 

 

 

TOTAL PREFERRED STOCKS
(Cost $3,894,136)

   

  4,159,760   
     

 

 

 
          
Value
 

EXCHANGE TRADED FUNDS — 2.9%

  

iShares MSCI Emerging Market Index Fund

  113,000    $ 4,845,440   
     

 

 

 

TOTAL EXCHANGE TRADED FUNDS
(Cost $4,802,877)

   

  4,845,440   
     

 

 

 

TOTAL INVESTMENTS - 97.8%
(Cost $149,907,108)

   

  163,338,303   

OTHER ASSETS IN EXCESS OF LIABILITIES - 2.2%

  3,655,433   
     

 

 

 

NET ASSETS - 100.0%

$ 166,993,736   
     

 

 

 

 

(a)  Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At April 30, 2015 this security amounted to $2,194,932 or 1.3% of net assets. This security has been determined by the Adviser to be a liquid security.
* Non-income producing.

 

ADR

American Depositary Receipt

GDR

Global Depositary Receipt

NVDR

Non-voting Depositary Receipt

PCL

Public Company Limited

PLC

Public Limited Company

SP ADR

Sponsored Depositary Receipt

SP GDR

Sponsored Global Depositary Receipt

 

 

The accompanying notes are an integral part of the financial statements.

 

16


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

 

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

SECURITY TYPE:

    

Foreign Government Bonds and Notes

     54.2   $ 4,027,795   

Corporate Bonds and Notes

     40.1        2,975,123   

Other Assets in Excess of Liabilities

     5.7        423,682   
  

 

 

   

 

 

 

NET ASSETS

  100.0 $ 7,426,600   
  

 

 

   

 

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

17


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio of Investments

April 30, 2015

 

     Par*
Value
     Value  

CORPORATE BONDS AND NOTES — 40.1%

  

Austria — 0.0%

  

  

OGX Austria GmbH
8.38%, 04/01/2022(a)

   $     200,000       $ 20   
     

 

 

 

Cayman Islands — 4.2%

Evergrande Real Estate Group Ltd.
8.75%, 10/30/2018

  200,000      184,500   

Renhe Commercial Holdings Co. Ltd.
13.00%, 03/10/2016

  150,000      128,250   
     

 

 

 
  312,750   
     

 

 

 

Chile — 3.1%

Corp Nacional del Cobre
de Chile
5.63%, 10/18/2043(b)

  200,000      228,836   
     

 

 

 

Indonesia — 3.8%

Perusahaan Penerbit SBSN Indonesia
6.13%, 03/15/2019(b)

  250,000      281,905   
     

 

 

 

Israel — 3.2%

Israel Electric Corp., Ltd.
6.88%, 06/21/2023(b)

  200,000      236,190   
     

 

 

 

Netherlands — 5.0%

Majapahit Holding BV
7.88%, 06/29/2037(b)

  150,000      191,438   

Petrobras Global Finance BV
4.38%, 05/20/2023

  100,000      88,933   

Petrobras Global Finance BV
6.88%, 01/20/2040

  100,000      94,081   
     

 

 

 
  374,452   
     

 

 

 
     Par*
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Russia — 5.8%

  

  

Gazprom OAO Via Gaz Capital SA
9.25%, 04/23/2019

   $     100,000       $     110,950   

Gazprom OAO Via Gaz Capital SA
8.63%, 04/28/2034

     150,000         170,625   

Russian Agricultural Bank OJSC Via RSHB Capital SA
7.75%, 05/29/2018

     150,000         151,395   
     

 

 

 
  432,970   
     

 

 

 

Turkey — 2.9%

Export Credit Bank of Turkey
5.88%, 04/24/2019(b)

  200,000      211,350   
     

 

 

 

Ukraine — 3.9%

Commercial Bank Privatbank JSC Via Standard Bank
5.80%, 02/09/2016(c)

  100,000      30,000   

EXIM of Ukraine CJSC/The Via Credit Suisse First Boston International
5.79%, 02/09/2016(c)

  210,000      92,517   

Ukreximbank Via Biz Finance PLC
8.75%, 01/22/2018

  250,000      165,970   
     

 

 

 
  288,487   
     

 

 

 

Venezuela — 5.5%

Petroleos de Venezuela SA
6.00%, 11/15/2026(b)

  300,000      124,500   
 

 

The accompanying notes are an integral part of the financial statements.

 

18


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Par*
Value
   

Value

CORPORATE BONDS AND NOTES — (Continued)

Venezuela — (Continued)

  

 

Petroleos de Venezuela SA
6.00%, 11/15/2026

  $ 200,000      $     83,000

Petroleos de Venezuela SA
5.38%, 04/12/2027

    350,000      142,590

Petroleos de Venezuela SA
5.50%, 04/12/2037

    150,000      60,750
   

 

410,840
   

 

Virgin Islands — 2.7%

Sinopec Capital 2013 Ltd.
3.13%, 04/24/2023

  200,000    197,323
   

 

TOTAL CORPORATE
BONDS AND NOTES
(Cost $3,216,629)

    

2,975,123
   

 

FOREIGN GOVERNMENT BONDS & NOTES — 54.2%

Brazil — 7.9%

Banco Nacional de Desenvolvimento Economico e Social
5.75%, 09/26/2023(b)

  250,000    265,750

Brazil Notas do Tesouro Nacional Serie F
10.00%, 01/01/2017

BRL 75,000    23,657

Brazil Notas do Tesouro Nacional Series F
10.00%, 01/01/2021

BRL     1,000,000    295,566
   

 

584,973
   

 

Colombia — 3.2%

Colombia Government International Bond
10.38%, 01/28/2033

  150,000    235,500
   

 

    Par*
Value
   

Value

FOREIGN GOVERNMENT BONDS & NOTES — (Continued)

Croatia — 2.9%

   

Croatia Government International Bond 6.00%, 01/26/2024

  $ 200,000      $    218,840
   

 

Dominican Republic — 3.0%

  

Dominican Republic International Bond 7.45%, 04/30/2044

  200,000    225,000
   

 

Egypt — 1.4%

Egypt Government International Bond 6.88%, 04/30/2040

  100,000    103,750
   

 

Hungary — 3.4%

Hungary Government International Bond 7.63%, 03/29/2041

  175,000    251,562
   

 

Mexico — 6.6%

Mexican Bonos 10.00%, 12/05/2024

MXN     1,200,000    101,300

Mexican Bonos 10.00%, 11/20/2036

MXN 2,000,000    184,612

Mexico Government International Bond 4.75%, 03/08/2044

  200,000    205,350
   

 

491,262
   

 

Morocco — 2.8%

Morocco Government International Bond 4.25%, 12/11/2022(b)

  200,000    205,050
   

 

Pakistan — 1.3%

Pakistan Government International Bond 7.88%, 03/31/2036

  100,000    98,000
   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

19


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par*
Value
     Value  

FOREIGN GOVERNMENT BONDS & NOTES — (Continued)

  

Panama — 3.2%

     

Panama Government International Bond
4.30%, 04/29/2053

   $     250,000       $     236,250   
     

 

 

 

Philippines — 3.6%

Philippine Government International Bond
7.50%, 09/25/2024

  200,000      267,500   
     

 

 

 

Poland — 1.5%

Poland Government International Bond
4.00%, 01/22/2024

  100,000      108,803   
     

 

 

 

Romania — 1.6%

Romanian Government International Bond
4.88%, 01/22/2024

  50,000      54,938   

Romanian Government International Bond
6.13%, 01/22/2044

  50,000      62,540   
     

 

 

 
  117,478   
     

 

 

 

Serbia — 0.2%

Republic of Serbia
6.75%, 11/01/2024(d)

  17,165      17,431   
     

 

 

 

Sri Lanka — 2.8%

Sri Lanka Government International Bond
6.00%, 01/14/2019(b)

  200,000      206,500   
     

 

 

 

Turkey — 2.5%

Turkey Government International Bond
7.38%, 02/05/2025

  150,000      184,312   
     

 

 

 
     Par*
Value
     Value  

FOREIGN GOVERNMENT BONDS & NOTES — (Continued)

  

Ukraine — 4.3%

     

Ukraine Government International Bond
7.80%, 11/28/2022

   $     450,000       $ 204,984   

Ukraine Government International Bond
7.50%, 04/17/2023

     250,000         118,350   
     

 

 

 
  323,334   
     

 

 

 

Venezuela — 2.0%

Venezuela Government International Bond
11.75%, 10/21/2026

  300,000      152,250   
     

 

 

 

TOTAL FOREIGN GOVERNMENT
BONDS & NOTES
(Cost $4,154,906)

  4,027,795   
     

 

 

 

TOTAL INVESTMENTS - 94.3%
(Cost $7,371,535)

  7,002,918   

OTHER ASSETS IN EXCESS OF LIABILITIES - 5.7%

  423,682   
     

 

 

 

NET ASSETS - 100.0%

$ 7,426,600   
     

 

 

 

 

 

(a) Investments with a total aggregate value of $20 or 0.00% of net assets were in default as of April 30, 2015.
(b) Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At April 30, 2015 these securities amounted to $1,951,519 or 26.3% of net assets. This security has been determined by the Adviser to be a liquid security.
 

 

The accompanying notes are an integral part of the financial statements.

 

20


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

(c)

Floating or variable rate security. Rate disclosed is as of April 30, 2015.

(d) 

Multi-Step Coupon. Rate disclosed is as of April 30, 2015.

*

Par amount denominated in USD unless otherwise noted.

 

Forward foreign currency contracts outstanding as of April 30, 2015 were as follows:

 

 Currency Purchased

      

    Currency Sold    

       

Expiration

       

Counterparty

        Unrealized
Appreciation/

Depreciation
 

USD

   207,500      BRL    700,000       08/04/15       BRC       $ (17,428

USD

   124,497      EUR    112,709       06/10/15       TDB         (2,126

USD

   122,655      EUR    100,000       06/23/15       SSB         10,290   
                            

 

 

 

Net unrealized depreciation on forward foreign currency contracts:

$ (9,264
                            

 

 

 

 

BRC

Barclays

BRL

Brazilian Real

EUR

Euro

PLC

Public Limited Company

SSB

State Street Bank

TDB

TD Securities Ltd

USD

United States Dollar

 

The accompanying notes are an integral part of the financial statements.

 

21


DUPONT CAPITAL FUNDS

Statements of Assets and Liabilities

April 30, 2015

 

  DuPont Capital
Emerging Markets
Fund
DuPont Capital
Emerging Markets
Debt Fund

Assets

        

Investments, at value (Cost $149,907,108 and $7,371,535,respectively)

     $ 163,338,303       $ 7,002,918  

Cash

       1,752,210         249,169  

Foreign Currency (Cost $231,579 and $53,729,respectively)

       232,049         55,510  

Forward foreign currency contracts appreciation

               10,290  

Receivable for investments sold

       2,222,384         149,518  

Dividends and interest receivable

       476,153         110,084  

Prepaid expenses and other assets

       63,507         6,459  
    

 

 

     

 

 

 

Total assets

       168,084,606         7,583,948  
    

 

 

     

 

 

 

Liabilities

        

Payable for investments purchased

       533,736         60,080  

Payable for capital shares redeemed

       230,363          

Forward foreign currency contracts depreciation

               19,554  

Payable to Investment Adviser

       173,911         35,231  

Payable for transfer agent fees

       58,286         3,113  

Payable for administration and accounting fees

       35,565         13,343  

Payable for audit fees

       28,092         17,505  

Payable for custodian fees

       19,982          

Payable for foreign taxes

       1,095          

Accrued expenses

       9,840         8,522  
    

 

 

     

 

 

 

Total liabilities

       1,090,870         157,348  
    

 

 

     

 

 

 

Net Assets

     $ 166,993,736       $ 7,426,600  
    

 

 

     

 

 

 

Net Assets Consisted of:

        

Capital stock, $0.01 par value

     $ 201,634       $ 7,598  

Paid-in capital

       231,185,940         7,547,516  

Accumulated net investment income/(loss)

       (818,759 )       231,953  

Accumulated net realized gain/(loss) from investments and foreign currency transactions

       (76,977,680 )       17,067  

Net unrealized appreciation/(depreciation) on investments, forward foreign currency contracts and translation of assets and liabilities denominated in foreign currency

       13,402,601         (377,534 )
    

 

 

     

 

 

 

Net Assets

     $ 166,993,736       $ 7,426,600  
    

 

 

     

 

 

 

Class I:

        

Net asset value, offering and redemption price per share ($166,993,736 / 20,163,359 shares) and ($7,426,600 / 759,849 shares), respectively

       $8.28         $9.77  
    

 

 

     

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

22


DUPONT CAPITAL FUNDS

Statements of Operations

For the Year Ended April 30, 2015

 

  DuPont Capital
Emerging Markets
Fund
DuPont Capital
Emerging Markets
Debt Fund

Investment Income

   

Dividends

  $ 13,628,849     $ 76  

Interest

    1,318       565,608  

Less: foreign taxes withheld

    (1,349,558 )     (1,044 )
    

 

 

     

 

 

 

Total investment income

    12,280,609       564,640  
    

 

 

     

 

 

 

Expenses

   

Advisory fees (Note 2)

    3,911,329       44,638  

Custodian fees (Note 2)

    411,829       16,321  

Administration and accounting fees

    287,001       66,845  

Transfer agent fees (Note 2)

    138,336       24,973  

Trustees’ and officers’ fees (Note 2)

    20,063       723  

Registration and filing fees

    17,822       11,392  

Other expenses

    231,354       2,483  
    

 

 

     

 

 

 

Total expenses

    5,017,734       167,375  
    

 

 

     

 

 

 

Less: waivers and reimbursements (Note 2)

          (101,163 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

    5,017,734       66,212  
    

 

 

     

 

 

 

Net investment income

    7,262,875       498,428  
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments

   

Net realized gain/(loss) from investments

    (45,662,274 )     134,450  

Net realized gain/(loss) from foreign currency transactions

    (1,155,081 )     72,949  

Net change in unrealized appreciation/(depreciation) on
investments(a)

    11,296,729       (527,687 )

Net change in unrealized appreciation/(depreciation) on foreign currency translations

    (34,261 )     (2,455 )

Net change in unrealized appreciation on forward foreign currency contracts*

          13,489  
    

 

 

     

 

 

 

Net realized and unrealized loss on investments

    (35,554,887 )     (309,254 )
    

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

  $ (28,292,012 )   $ 189,174  
    

 

 

     

 

 

 

 

(a) 

Net change in unrealized appreciation/(depreciation) on foreign currency translations for the DuPont Capital Emerging Markets Fund was net of a decrease in deferred foreign capital gains tax of $379,119.

*

Primary risk is foreign currency contracts.

The accompanying notes are an integral part of the financial statements.

 

23


DUPONT CAPITAL EMERGING MARKETS FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
 

Increase/(decrease) in net assets from operations:

Net investment income

$ 7,262,875    $ 5,588,068   

Net realized loss from investments and foreign currency transactions

  (46,817,355   (19,742,415

Net change in unrealized appreciation/(depreciation) on investments and foreign currency translations

  11,262,468      (769,408
  

 

 

   

 

 

 

Net decrease in net assets resulting from operations

  (28,292,012   (14,923,755
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Class I

  (5,917,672   (5,372,890
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (5,917,672   (5,372,890
  

 

 

   

 

 

 

Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 4)

  (291,403,521 )    45,003,071   
  

 

 

   

 

 

 

Total increase/(decrease) in net assets

  (325,613,205   24,706,426   
  

 

 

   

 

 

 

Net assets

Beginning of Year

  492,606,941      467,900,515   
  

 

 

   

 

 

 

End of Year

$ 166,993,736    $ 492,606,941   
  

 

 

   

 

 

 

Accumulated net investment loss, end of year

$ (818,759 $ (337,249
  

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

24


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Statement of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
For the Period
September 27, 2013*
to April 30, 2014

Increase in net assets from operations:

   

Net investment income

  $ 498,428     $ 286,696  

Net realized gain from investments and foreign currency transactions

    207,399       49,244  

Net change in unrealized appreciation/(depreciation) on investments, forward foreign currency contracts and foreign currency translations

    (516,653 )     139,119  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

    189,174       475,059  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

   

Net investment income:

   

Class I

    (314,756 )     (286,696 )

Net realized capital gains:

   

Class I

    (215,182 )      
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

    (529,938 )     (286,696 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

    363,816       7,215,185  
    

 

 

     

 

 

 

Total increase in net assets

    23,052       7,403,548  
    

 

 

     

 

 

 

Net assets

   

Beginning of period

    7,403,548        
    

 

 

     

 

 

 

End of period

  $ 7,426,600     $ 7,403,548  
    

 

 

     

 

 

 

Accumulated net investment income, end of period

  $ 231,953     $ 25,586  
    

 

 

     

 

 

 

 

*

Commencement of operations.

The accompanying notes are an integral part of the financial statements.

 

25


DUPONT CAPITAL EMERGING MARKETS FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

        Class I      
  For the
Year Ended
April 30, 2015
For the
Year Ended
April 30, 2014
For the
Year Ended
April 30, 2013
For the
Year Ended
April 30, 2012
For the Period
December 6, 2010*
to April 30, 2011

Per Share Operating Performance

         

Net asset value, beginning of period

  $ 8.79     $ 9.23     $ 9.26     $ 10.39     $ 10.00  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income

    0.17 (1)     0.11 (1)     0.11 (1)     0.12 (1)     0.01  

Net realized and unrealized gain/(loss) on investments

    (0.53 )     (0.44 )     (0.05 )     (1.19 )     0.38  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

    (0.36 )     (0.33 )     0.06       (1.07 )     0.39  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

         

Net investment income

    (0.15 )     (0.11 )     (0.09 )     (0.06 )      
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 8.28     $ 8.79     $ 9.23     $ 9.26     $ 10.39  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(2)

    (3.97 )%     (3.61 )%     0.59 %     (10.19 )%     3.90 %

Ratio/Supplemental Data

         

Net assets, end of period (000’s omitted)

  $ 166,994     $ 492,607     $ 467,901     $ 270,324     $ 96,162  

Ratio of expenses to average net assets

    1.35 %     1.31 %     1.32 %     1.41 %     1.56 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements

    1.35 %     1.31 %     1.32 %     1.41 %     1.62 %(3)(4)

Ratio of net investment income to average net assets

    1.95 %     1.20 %     1.21 %     1.30 %     0.29 %(3)

Portfolio turnover rate

    86.4 %     69.9 %     118.5 %     148.6 %(5)     60.0 %(6)

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3) 

Annualized.

(4) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(5) 

Portfolio turnover rate excludes securities received from processing two subscriptions-in-kind.

(6) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

26


DUPONT CAPITAL EMERGING MARKETS DEBT FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I
     For the
Year Ended
April 30, 2015
  For the Period
September 27, 2013*
to April 30, 2014

Per Share Operating Performance

        

Net asset value, beginning of period

     $ 10.26       $ 10.00  
    

 

 

     

 

 

 

Net investment income(1)

    0.67       0.40  

Net realized and unrealized gain/(loss) on investments

    (0.43 )     0.26  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

    0.24       0.66  
    

 

 

     

 

 

 

Dividends and distributions to shareholders from:

   

Net investment income

    (0.44 )     (0.40 )

Net realized capital gains

    (0.29 )      
    

 

 

     

 

 

 

Total dividends and distributions to shareholders

    (0.73 )     (0.40 )
    

 

 

     

 

 

 

Net asset value, end of period

  $ 9.77     $ 10.26  
    

 

 

     

 

 

 

Total investment return(2)

    2.41 %     6.72 %

Ratio/Supplemental Data

   

Net assets, end of period (000’s omitted)

  $ 7,427     $ 7,404  

Ratio of expenses to average net assets

    0.89 %     0.89 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

    2.25 %     4.42 %(3)

Ratio of net investment income to average net assets

    6.70 %     6.83 %(3)

Portfolio turnover rate

    23.7 %     21.6 %(5)

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3) 

Annualized.

(4) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(5) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

27


DUPONT CAPITAL FUNDS

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund (each a “Fund” and together the “Funds”) are diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The DuPont Capital Emerging Markets Fund commenced operations on December 6, 2010 and the DuPont Capital Emerging Markets Debt Fund commenced operations on September 27, 2013. The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds are each authorized to issue and offer Class I Shares.

Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the Trust’s Board of Trustees (“Board of Trustees”). Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service approved by the Board of Trustees. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amounts approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Due to continued volatility in the current market, valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Any assets held by the Funds that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Funds determine the daily NAV per share. Foreign securities may trade on weekends or other days when the Funds do not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Funds. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Forward exchange contracts are valued at the forward rate. Investments in any mutual fund are valued at their respective NAVs as determined by those mutual funds each business day (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with the procedure

 

28


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available and has delegated to the Adviser the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuations techniques used to measure fair value of each Fund’s investments are summarized into three levels as described in the hierarchy below:

 

•    

Level 1 — 

quoted prices in active markets for identical securities;

•    

Level 2 — 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•    

Level 3 — 

significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments).

The fair value of each Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out are recognized at the value at the end of the period.

Significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that each Fund calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. As a result, each Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy.

 

29


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

The following is a summary of the inputs used, as of April 30, 2015, in valuing each Fund’s investments carried at fair value:

 

     DuPont Capital Emerging Markets Fund  
     Total Value at
04/30/15
     Level 1
Quoted
Prices
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks

           

Brazil

   $ 7,783,633       $ 7,783,633       $       $   

Chile

     1,259,587         1,259,587                   

China

     36,526,529                 36,526,529           

Czech Republic

     4,747,240         3,030,885         1,716,355           

Hungary

     3,400,594                 3,400,594           

India

     8,187,889         4,097,506         4,090,383           

Indonesia

     4,953,621                 4,953,621           

Malaysia

     4,455,051                 4,455,051           

Mexico

     8,343,046         8,343,046                   

Panama

     2,132,747         2,132,747                   

Peru

     1,694,821         1,694,821                   

Poland

     4,439,447         1,528,740         2,910,707           

Russia

     7,664,135         5,008,088         2,656,047           

South Africa

     7,041,774         2,249,726         4,792,048           

South Korea

     28,092,189         1,550,082         26,542,107           

Taiwan

     16,166,630         2,637,223         13,529,407           

Thailand

     5,507,946                 5,507,946           

Turkey

     1,936,224                 1,936,224           

Preferred Stocks

     4,159,760         4,159,760                   

Exchange Traded Funds

     4,845,440         4,845,440                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

$   163,338,303    $   50,321,284    $   113,017,019    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

30


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

     DuPont Capital Emerging Markets Debt Fund  
     Total Value at
04/30/15
    Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
    Level 3
Significant
Unobservable
Inputs
 

Corporate Bonds and Notes

   $ 2,975,123      $       $ 2,975,123      $   

Foreign Government Bonds & Notes

     4,027,795                4,027,795          

Derivatives:

         

Foreign Currency Contracts

         

Forward Foreign Currency Contracts

     10,290                10,290          
  

 

 

   

 

 

    

 

 

   

 

 

 

Total Assets

$ 7,013,208    $    $ 7,013,208    $   
  

 

 

   

 

 

    

 

 

   

 

 

 
     Total Value at
04/30/15
    Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
    Level 3
Significant
Unobservable
Inputs
 

Derivatives:

         

Foreign Currency Contracts

         

Forward Foreign Currency Contracts

   $ (19,554   $       $ (19,554   $   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total Liabilities

$ (19,554 $    $ (19,554 $   
  

 

 

   

 

 

    

 

 

   

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market value, the fair value of each Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values each Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 

31


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires each Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when each Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when each Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were transfers from Level 2 to Level 1 of $5,900,408 due to foreign fair value adjustments in the DuPont Capital Emerging Markets Fund. The DuPont Capital Emerging Markets Debt Fund had no significant transfers between Levels 1, 2 and 3.

Use of Estimates — The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each Fund in proportion to its relative daily net assets. Expenses directly attributable to a particular Fund in the Trust are charged directly to that Fund.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

Each Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and

 

32


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

change in unrealized appreciation or depreciation on investment securities in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.

Dividends and Distributions to Shareholders — Dividends from net investment income, if any, are declared and paid at least annually to shareholders of the DuPont Capital Emerging Markets Fund and dividends from net investment income are declared daily and paid monthly to shareholders of the DuPont Capital Emerging Markets Debt Fund. Distributions from net realized capital gains, if any, will be declared and paid at least annually to shareholders and recorded on ex-date for both Funds. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, each Fund may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against each Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Forward Foreign Currency Contracts — A forward foreign currency contract (“Forward Contract”) is a commitment to buy or sell a specific amount of a foreign currency at a negotiated price on a specified future date. Forward Contracts can help a fund manage the risk of changes in currency exchange rates. These contracts are marked-to-market daily at the applicable forward currency translation rates. A fund records realized gains or losses at the time the Forward Contract is closed. A Forward Contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. The fund’s maximum risk of loss from counterparty credit risk related to Forward Contracts is the fair value of the contract.

 

33


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

For the year ended April 30, 2015, the DuPont Capital Emerging Markets Debt Fund’s average monthly volume of forward foreign currency contracts was as follows:

 

Forward Foreign

Currency

Contracts - Payable

(Value At Trade Date)

   Forward Foreign
Currency
Contracts - Receivable
(Value At Trade Date)

$(775,808)

   $775,808

Currency Risk — Each Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which each Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect each Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for each Fund is determined on the basis of U.S. dollars, each Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of each Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of each Fund’s holdings in foreign securities.

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

Emerging Markets Risk — The DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund invests in emerging market instruments which are subject to certain credit and market risks. The securities and currency markets of emerging market countries are generally smaller, less developed, less liquid and more volatile than the securities and currency markets of the United States and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be extremely limited. Political and economic structures in many of these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristics of more developed countries.

 

34


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

2. Transactions with Affiliates and Related Parties

DuPont Capital Management Corporation (“DuPont Capital” or the “Adviser”) serves as investment adviser to each Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.05% of the DuPont Capital Emerging Markets Fund’s average daily net assets; and 0.60% of the DuPont Capital Emerging Markets Debt Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of each Fund to the extent necessary to ensure that the Funds’ total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 1.60% and 0.89% (on an annual basis) of the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund’s average daily net assets (the “Expense Limitation”), respectively. The Expense Limitations will remain in place until August 31, 2015, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for each Funds. No recoupment will occur unless each Funds expenses are below the Expense Limitation.

For the year ended April 30, 2015, the Adviser earned advisory fees of $3,911,329 and $44,638 for the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund, respectively. For the year ended April 30, 2015, the Adviser waived fees $44,638 and reimbursed expenses of $56,525 for the DuPont Capital Emerging Markets Debt Fund.

 

35


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

As of April 30, 2015, the amounts of potential recoupment by the Adviser was as follows:

 

     Expiration
04/30/2017
     Expiration
04/30/2018
 

DuPont Capital Emerging Markets Debt Fund

   $ 123,234       $ 101,163   

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annualized percentage rate of each Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds pursuant to an underwriting agreement between the Trust and the Underwriter.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Funds during the year ended April 30, 2015 was $27,673. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Funds or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding U.S. Government and agency short-term investments and other short-term investments) of the Funds were as follows:

 

     Purchases      Sales  

DuPont Capital Emerging Markets Fund

   $ 311,200,819       $ 601,529,824   

DuPont Capital Emerging Markets Debt Fund

     1,662,790         1,618,755   

 

36


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Capital Share Transactions

For the year ended April 30, 2015 and the period/year ended April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     DuPont Capital Emerging Markets Fund  
     For the Year Ended
April 30, 2015
    For the Year Ended
April 30, 2014
 
     Shares     Amount     Shares     Amount  

Class I

        

Sales

     1,808,289      $ 15,541,131        18,853,463      $ 163,720,007   

Reinvestments

     711,136        5,475,752        549,676        4,908,609   

Redemption Fees*

                     20,699   

Redemptions

     (38,366,720     (312,420,404     (14,074,592     (123,646,244
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  (35,847,295 $ (291,403,521   5,328,547    $ 45,003,071   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*

There is a 2.00% redemption fee that may be charged on the shares redeemed which have been held for 60 days or less. The redemption fees are retained by each Fund for the benefit of the remaining shareholders and recorded as paid-in-capital.

 

     DuPont Capital Emerging Markets Debt Fund  
     For the Year Ended
April 30, 2015
    For the Period Ended
April 30, 2014*
 
     Shares     Amount     Shares     Amount  

Class I

        

Sales

     31,250      $ 291,254        711,805      $ 7,118,047   

Reinvestments

     53,366        529,936        28,496        286,698   

Redemptions

     (46,484     (457,374     (18,584     (189,560
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

  38,132    $ 363,816      721,717    $ 7,215,185   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*

The DuPont Capital Emerging Markets Debt Fund commenced operations on September 27, 2013.

As of April 30, 2015, the following Funds had shareholders that held 10% or more of the outstanding shares of the Funds:

 

DuPont Capital Emerging Markets Fund (Unaffiliated Shareholders)

  64

DuPont Capital Emerging Markets Debt Fund (Unaffiliated Shareholder)

  100

 

37


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

5. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Each Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net assets components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. Net investment income, net realized gains and net assets were not affected by these adjustments. The following permanent differences as of April 30, 2015, primarily attributed to redesignations of distributions, foreign currency reclass, and India capital gains tax, were reclassified among the following accounts:

 

     Increase/(Decrease)
Undistributed

Net Investment
Income
   Increase/(Decrease)
Accumulated

Net Realized
Loss
   Increase/(Decrease)
Additional

Paid-In Capital

DuPont Capital Emerging Markets Fund

     $ (1,826,713 )      $ 1,826,713        $  

DuPont Capital Emerging Markets Debt Fund

       22,695          (22,695 )         

For the year ended April 30, 2015, the tax character of distributions paid by the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund were $5,917,671 and $529,938 of ordinary income dividends, respectively. For the year endedApril 30, 2014, the tax character of distributions paid by the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fundwere $5,372,890 and $286,696 of ordinary income dividends, respectively. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

     Capital Loss
Carryforward
     Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Appreciation/
(Depreciation)
     Qualified
Late-Year
Losses
 

DuPont Capital Emerging Markets Fund

   $ (33,705,006    $  18,145    $  —    $ 9,166,754       $ (39,873,731

 

38


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

     Capital Loss
Carryforward
     Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Appreciation/
(Depreciation)
     Qualified
Late-Year
Losses
 

DuPont Capital Emerging Markets Debt Fund

   $       $222,744    $17,068    $ (368,326    $   

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Foreign currency and short-term capital gains are reported as ordinary income for federal income tax purposes.

At April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation/(depreciation) of securities held by the Funds were as follows:

 

     Federal Tax
Cost
     Unrealized
Appreciation
     Unrealized
Depreciation
     Net Unrealized
Depreciation
 

DuPont Capital Emerging Markets Fund

   $ 154,141,861       $ 24,158,253       $ (14,961,811    $ 9,196,442   

DuPont Capital Emerging Markets Debt Fund

     7,371,592         383,056         (751,730      (368,674

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the DuPont Capital Emerging Markets Fund had late-year ordinary loss deferrals of $836,903, long-term loss deferrals of $29,348,768 and short-term loss deferrals of $9,688,060. The DuPont Capital Emerging Markets Debt Fund had no loss deferrals.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the DuPont Capital Emerging Markets Fund had capital loss carryforwards of $33,705,006, of which $25,353,326 are long-term losses and $8,351,680 are short-term losses and have an unlimited period of capital loss carryforward. As of April 30, 2015, the DuPont Capital Emerging Markets Debt Fund had no capital loss carryforwards.

 

39


DUPONT CAPITAL FUNDS

Notes to Financial Statements (Concluded)

April 30, 2015

 

6. Subsequent Events

Management has evaluated the impact of all subsequent events on each Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

40


DUPONT CAPITAL FUNDS

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of FundVantage Trust and Shareholders of the

DuPont Capital Emerging Markets Fund and the

DuPont Capital Emerging Markets Debt Fund:

In our opinion, the accompanying statements of assets and liabilities, including the portfolios of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund (the “Funds”) at April 30, 2015, the results of each of their operations for the year then ended, the changes in each of their net assets and the financial highlights for the periods then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

June 26, 2015

 

41


DUPONT CAPITAL FUNDS

Shareholder Tax Information

(Unaudited)

 

The DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund are required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund paid $5,917,671 and $529,938, respectively, of ordinary income dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund designate 100.00% and 0.00%, respectively, of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations for DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund is 0.01% and 0.01%, respectively.

The percentage of ordinary income dividends qualifying for the corporate dividends received deduction for DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund is 0.38% and 0.00%, respectively.

The DuPont Capital Emerging Markets Debt Fund designates 31.12% of the ordinary income distributions as qualified short-term gain pursuant to the American Jobs Creation Act of 2004. There was no percentage of qualified short-term capital gain for the DuPont Capital Emerging Markets Fund .

The DuPont Capital Emerging Markets Fund paid foreign taxes and recognized foreign source income as follows:

 

Foreign Taxes Paid

  

Foreign Source Income

$937,904

   $12,824,925

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

 

42


DUPONT CAPITAL FUNDS

Shareholder Tax Information

(Unaudited)

 

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

43


DUPONT CAPITAL FUNDS

Other Information

(Unaudited)

 

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 447-0014 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

44


DUPONT CAPITAL FUNDS

Privacy Notice

(Unaudited)

 

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 447-0014.

 

45


DUPONT CAPITAL FUNDS

Fund Management

(Unaudited)

 

    FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

    The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustees” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and Officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

    The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request by calling (888) 447-0014.

 

Name

and Date of Birth

Position(s) Held

with Trust

Term of Office
and Length of
Time Served

Principal Occupation(s)

During Past Five Years

Number of
Funds in
Trust Complex
Overseen by
Trustee
Other
Directorships
Held by Trustee

 

INDEPENDENT TRUSTEES

 

ROBERT J. CHRISTIAN

Date of Birth: 2/49

Trustee and Chairman of the Board Shall serve until death, resignation or removal. Trustee and Chairman since 2007. Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006. 38 Optimum Fund Trust (registered investment company) (6 portfolios).

IQBAL MANSUR

Date of Birth: 6/55

Trustee Shall serve until death, resignation or removal. Trustee since 2007. University Professor, Widener University. 38 None.

 

46


DUPONT CAPITAL FUNDS

Fund Management (Continued)

(Unaudited)

 

 

Name

and Date of Birth

Position(s) Held
with Trust
Term of Office
and Length of
Time Served

Principal Occupation(s)

During Past Five Years

Number of
Funds in
Trust Complex
Overseen by
Trustee
Other
Directorships
Held by Trustee

DONALD J. PUGLISI

Date of Birth: 8/45

Trustee Shall serve until death, resignation or removal. Trustee since 2008. Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004. 38 None.

STEPHEN M. WYNNE

Date of Birth: 1/55

Trustee Shall serve until death, resignation or removal. Trustee since 2009. Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing 2003 to 2008. 38 Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

47


DUPONT CAPITAL FUNDS

Fund Management (Continued)

(Unaudited)

 

 

Name

and Date of Birth

   Position(s) Held with Trust    Term of Office and Length of Time Served    Principal Occupation(s) During Past Five Years   

Number of

Funds in

Trust Complex Overseen by Trustee

   Other Directorships Held by Trustee
INTERESTED TRUSTEE1

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation  or removal. Trustee since 2011.    Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014. EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.    38    None.

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

48


DUPONT CAPITAL FUNDS

Fund Management (Concluded)

(Unaudited)

 

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

  

Principal Occupation(s)

During Past Five Years

EXECUTIVE OFFICERS

JOEL L. WEISS

Date of Birth: 1/63

   President and Chief Executive Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

JAMES G. SHAW

Date of Birth: 10/60

   Treasurer and Chief Financial Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

   Secretary    Shall serve until death, resignation or removal. Officer since 2012.    Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

DAVID C. LEBISKY

Date of Birth: 5/72

   Chief Compliance Officer    Shall serve until death, resignation or removal. Officer since 2015.    Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

49


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 


Investment Adviser

DuPont Capital Management Corporation

One Righter Parkway

Suite 3200

Wilmington, DE 19803

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

DUPONT CAPITAL

EMERGING MARKETS

FUND

DUPONT CAPITAL

EMERGING MARKETS

DEBT FUND

of

FundVantage Trust

Class I

ANNUAL REPORT

April 30, 2015

 

This report is submitted for the general information of the shareholders of the DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund.

 


LOGO

EIC VALUE FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Fellow Shareholder,

Thank you for reviewing our annual report. In it, we discuss our perspective on the market, the EIC Value Fund’s (the “Fund”) performance, and some of our recent purchase and sale activity in the Fund. A listing of the Fund’s investments and other financial information follow our comments.

Perspective on the Market

We believe capital should be invested based on value and quality rather than business size. As a result, we have no pre-set limits on capitalization exposure. Instead, we have the flexibility to invest where value leads, whether large-, mid- or small-cap stocks. This flexibility to move from over-valued to under-valued areas of the market has been an important contributor to our competitive long-term results, as well as our low incidence and magnitude of loss.

Since the inception of Equity Investment Corporation (EIC) in 1986, our All-Cap Value portfolio holdings have averaged 43% in large-caps, 43% in mid-caps, and 14% in small-caps. However, averages don’t tell the whole story. For example, in the late 1990s, as large-cap stocks kept increasing in price, we found much better values in the mid- and small-cap space. About 95% of our portfolio was invested there, with only 5% in large-cap names. Moreover, our mid-sized holdings tended to be in the lower end of the mid-cap range.

As has been the case for some time now, we are currently finding more attractive investment opportunities among large-cap stocks than either mid- or small-caps. While nominal P/E1 multiples for large-caps are not dramatically lower than for mid- or small-caps, we believe large-caps are more attractive when quality is considered. Moreover, we think the very highest quality mid-caps and small-caps look particularly expensive relative to their large-cap counterparts. Accordingly, as of April 30, 2015, 82% of EIC’s All-Cap Value portfolio was invested in large-caps, with 17% in mid-caps, and only 1% in small-caps.

While the stock market has moved substantially higher since its last material pullback in 2011, stock-price appreciation has generally outpaced earnings progress. Thus, we are having an increasingly difficult time finding ideas that meet our valuation criteria. In such an environment, the relatively few stocks that appear reasonably valued typically have earnings repeatability issues that concern us. We would define some of these stocks as classic value traps, with major structural issues, while others have recent earnings streams that have benefitted from circumstances or trends that are unlikely to continue.

We believe this market is crediting companies for earnings growth regardless of its quality or source. Moreover, we believe the optics are better than the reality, and thus growth may prove difficult to sustain. For example, operating profit growth has been driven more by cost-cutting and margin expansion than by sales or volume growth. Also, the current low interest-rate environment offers many opportunities to improve earnings optics, including refinancing, leveraged share buybacks, and cash or debt-financed acquisitions, which today tend to be accretive in the near-term, at least on a pro-forma basis, not because of low valuations but because of higher leverage and low financing costs. Pro-forma adjustments are increasingly accepted at face value by investors, and we believe in many cases they should not be. When valuations rise to reflect growth that is artificial or unlikely to be sustained, we believe those investments are best avoided.

 

1


 

LOGO

EIC VALUE FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

While there are still some reasonably attractive opportunities in the stock market, particularly in the finance sector and among a select group of technology and energy stocks, they remain few and far between. There’s less upside and more risk. We would welcome the investment opportunities a market correction would bring. Nonetheless, we view equities more favorably than fixed income investments, which we believe offer investors the unattractive combination of low prospective returns and heightened risk. In short, the market environment is challenging, and in our view the opportunity set isn’t terribly appealing.

Fund Performance

For the fiscal year ending April 30, 2015, the Fund’s Institutional Class shares gained 8.54% net of expenses. The Russell 3000® Value Index, the Fund’s primary benchmark, rose 8.96%, while the S&P 500® Index increased 12.98%.

Performance attribution for the fiscal year follows. Fund results are compared to the Russell 3000® Value Index unless otherwise noted.

We don’t target sector weightings, either in an absolute sense or relative to market indices; they are instead principally a residual of stock selection. Nevertheless, it is at times instructive to see how sector allocations affected performance.

To that end, nine of the ten sectors in the Russell 3000® Value Index posted positive returns for the twelve months. The health care sector was the top performer, rising 21.6%, followed by information technology, up 17.7%, and consumer discretionary, up 17.4%. Our average weights in these three sectors were comparable to those of the index.

In contrast, energy was the only sector with a negative return, dropping 12.6% over the twelve-month period. Neither materials nor telecommunication services fared particularly well either, rising just 2.9% and 3.7%, respectively. Compared to our benchmark, we were underweight energy and materials, and we owned no telecomm stocks.

On balance, our sector allocations were a positive contributor to Fund performance.

Our security selection over the course of the fiscal year also helped performance. For example, our stocks in the consumer staples sector gained a combined 16.7%, versus 8.9% for the index’s consumer staples. CVS Health, up 38.5%, Dr Pepper Snapple Group, up 38.1%, and Molson Coors, up 25.2%, were three of our top performers.

Likewise, our stock selection in the consumer discretionary sector was a plus. Our holdings, led by Target, up 31.6%, increased a collective 27.9%, compared to a 17.4% advance for the index’s discretionary stocks. Other Fund holdings of note included Express Scripts, up 29.8%, Medtronic, up 28.8%, Cisco Systems, up 28.5%, Taiwan Semiconductor, up 24.3%, and Microsoft, up 23.6%.

The biggest drag on performance was the Fund’s cash position. We’re working hard to find new investment ideas, but Fund cash levels have been in the low double digits for much of the past year. Though cash is swept into a money market fund daily, it nevertheless hurt performance as money market yields remain historically low.2

Notably, the Fund’s cash position is a residual of the stock-selection process. We do not allocate to cash tactically; it is not a market timing device. Rather, the cash level is primarily a function of the availability of undervalued stocks.

 

2


 

LOGO

EIC VALUE FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

Our security selection in the financial sector also adversely affected Fund performance. For the twelve months ending April 30, 2015, our financial holdings gained 7.3%. In contrast, the Russell 3000® Value Index’s financial stocks rose 11.9%.

Likewise, our holdings in the materials sector had a negative impact on Fund results. More specifically, Barrick Gold fell 24.3% and Newmont Mining increased 1.6% for the fiscal year ending April 30, 2015.

Fund performance (Institutional Class) since commencing operations in May 2011 is shown below, with negative quarters highlighted in red:

 

  

Quarter

Ended

EIC Value Fund

(Institutional Class)

Russell 3000

Value® Index

S&P

500® Index

  
 

07/31/2011

-2.40% -6.39% -4.76%  
 

10/31/2011

 1.13% -3.70% -2.47%  
 

01/31/2012

 4.07%  5.54%  5.32%  
 

04/30/2012

 4.40%  5.75%  7.08%  
 

07/31/2012

-0.28% -0.35% -0.78%  
 

10/31/2012

 3.01%  4.94%  2.96%  
 

01/31/2013

 4.01%  8.81%  6.75%  
 

04/30/2013

 5.76%  6.91%  7.18%  
 

07/31/2013

 4.94%  7.31%  6.10%  
 

10/31/2013

 2.23%  3.05%  4.75%  
 

01/31/2014

 0.19%  1.66%  2.00%  
 

04/30/2014

 7.62%  7.45%  6.23%  
 

07/31/2014

 1.27%  2.05%  3.02%  
 

10/31/2014

 3.24%  3.84%  5.05%  
 

01/31/2015

 0.24% -1.48% -0.64%  
 

04/30/2015

 3.56%  4.36%  5.07%  
 

Cumulative Annualized Rate of Return

11.05% 12.66% 13.61%  
   
 

The performance data quoted represents past performance and does not guarantee future results. See page 3 of the Fund’s prospectus for more complete performance information. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (855) 430-6487.

 

 

The Fund declined less than the indices in each of the four down quarters (and was positive in two), which is consistent with EIC’s historical return pattern. Though the Fund has been in operation only since May of 2011, we’ve been managing client assets using the same investment approach since 1986. The Fund’s four-year experience closely parallels EIC’s 29-year pattern of less-volatile returns.3 Historically, EIC’s accounts have declined less in down markets, recovered losses relatively quickly, and then lagged late-cycle (when low-quality or momentum stocks led). Thus, over full market cycles our approach has paired lower volatility with above-market results.

 

3


 

LOGO

EIC VALUE FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

Portfolio Activity

Recent activity in the Fund included the sale of three stocks and the purchase of four.

We trimmed Dr Pepper Snapple Group in February of this year before selling it completely in April. It was a long-term Fund holding and one of our top performing stocks. For example, it gained 51.2% in 2014 and another 10.2% in the first quarter of 2015. It’s a good business, but we think the stock price has gotten ahead of the fundamentals, so we sold it.

We also sold our positions in Barrick Gold and Newmont Mining after they rallied strongly in the beginning of the year. Despite their rally, the two gold miners were disappointing investments for us. In retrospect, we should have sold them earlier when they took on debt to fund acquisitions and cover negative free cash flow, as their capital expenditures outpaced operating cash flow.

Our new purchases included T. Rowe Price, Honda, Qualcomm and Diamond Offshore Drilling.

T. Rowe Price is a high quality, well managed, and diversified mutual-fund firm, with excellent operating metrics and continued growth prospects. The firm earns high margins, generates strong cash flow, and has a sticky client base because of, in part, its substantial 401(k) business. T. Rowe Price is a good example of a company that doesn’t trade at as low a multiple as preferred by many value managers but nonetheless we find attractive under our valuation approach.

Honda Motor Company is a large, globally diversified, Japanese automobile manufacturer with significant operations around the world. The company earns strong though cyclical margins and has come under some growth pressure from global economic weakness. Its share price has further suffered because of the expense and disruption of recent airbag recalls. In addition to its global auto business, which has particular strength in the still-recovering North American market, Honda has a sizable motor-bike business focused on fast-growing emerging markets, which adds diversity and growth to its earnings profile. Global economic weakness has led management to reduce guidance for growth in auto unit volume, resulting in the stock price falling from more than $40 to around $30, where we found an attractive entry point.

Qualcomm has two segments: 1) a licensing business, which collects royalties for use of its intellectual property portfolio enabling 3G and 4G mobile communications, and 2) an integrated circuits business, which manufactures chipsets for mobile communications and microprocessors. During January, Qualcomm’s stock price fell on news that Samsung would use its own microprocessor in its newest smartphone, the Galaxy S6, rather than Qualcomm’s. We initiated our position on that price weakness.

With no debt and approximately $29 billion of cash and liquid investments on its balance sheet, Qualcomm is extremely well capitalized. Its valuation is supported by high margins and high returns on capital, and by strong ongoing cash flow that amply supports its dividend, share buybacks, and large R&D budget. While the future is especially uncertain in the rapidly changing technology sector, we believe Qualcomm’s attractive valuation and strong operating metrics make that a risk worth taking.

 

4


 

LOGO

EIC VALUE FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

Our energy trades – the purchase of Diamond Offshore Drilling and an addition to our existing position in Southwestern Energy – came about in the midst of the dramatic fall in oil prices. In our view, price changes in energy sector stocks were more indiscriminate in the pullback than called for and therefore created some exploitable opportunities.

With these trades and the price-driven drop in the energy weighting of the indices, we have taken our energy exposure from modestly underweight to modestly overweight. We were intentionally underexposed to energy because of the disparity between oil and natural gas prices, resulting in above-normalized earnings among many firms in the oil space. Now we have moved to a slight overweight (with continued emphasis on natural gas) as the divergence has started to play out.

Diamond Offshore is a large driller and service provider to offshore oil exploration and production companies. The firm has a diversified fleet of rigs including shallow-water jack-ups, mid-water and deep-water semi-submersibles, and deep-water and ultra-deep-water drill ships. The offshore drilling industry is capital intensive and highly cyclical. In fact, earnings have been under pressure for several years, only exacerbated by the recent oil-price decline. Diamond Offshore has seen its earnings drop from just under $10 per share in 2009 to roughly $3 per share in 2014, and its share price has declined accordingly, from more than $100 to the low $30s. At today’s price, Diamond Offshore trades at approximately tangible book value, unusually low by historical standards, yet remains profitable and is the best capitalized among its peers, even before considering the financial strength of its majority shareholder, Loews Corporation. While the timing of cyclical recovery is uncertain, Diamond Offshore has the strength to endure and perhaps capitalize on the struggles of its over-levered competitors.

Valuing companies whose success depends on the price of a commodity is a challenge (see the gold miners). As a result, we typically own relatively few commodity-based businesses. While the plunge in oil prices has caused huge volatility in the energy sector and created long-term investment opportunities, the future direction of energy prices remains uncertain. Accordingly, we coupled the purchase of Diamond Offshore and addition to Southwestern Energy with trims of two of our existing holdings, Chevron and ConocoPhillips, which have held up better than most stocks in the energy sector. Thus, we’re only modestly overweight energy despite the opportunities.

 

1

The price-to-earnings ratio, or P/E ratio, is an equity valuation multiple commonly used as a measure to compare a company’s current share price to its per-share earnings.

2 

An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although a money market fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in them.

3 

See pages 8 - 13 of the Fund’s prospectus dated September 1, 2014, for detailed historical performance information about EIC’s accounts.

This letter is intended to assist shareholders in understanding how the Fund performed during the year ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

 

5


 

LOGO

EIC VALUE FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

The above commentary is for informational purposes only and does not represent an offer, recommendation or solicitation to buy, hold or sell any security. The specific securities identified and described do not represent all of the securities purchased or sold and you should not assume that investments in the securities identified and discussed will be profitable.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

 

6


EIC VALUE FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $10,000 Investment in EIC Value Fund’s Class A

vs. Russell 3000® Value Index and S&P 500® Index

 

LOGO

Class A of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.50%. This results in a net investment of $9,450. Performance of Class C will vary from Class A due to differences in class-specific fees.

 

Average Annual Total Returns for the Periods Ended April 30, 2015     
   1 Year   3 Years   Since
Inception*
    

Class A (without sales charge)

  8.22%      12.10%      10.94%        

Class A (with sales charge)

  2.26%      10.00%      9.36%        

Russell 3000® Value Index

  8.96%      16.98%      13.24%**     

S&P 500® Index

  12.98%      16.73%      14.17%**     
   

Class C (without CDSC charge)

  7.49%      11.28%      11.00%        

Class C (with CDSC charge)

  6.49%      11.28%      11.00%        

Russell 3000® Value Index

  8.96%      16.98%      15.09%**     

S&P 500® Index

  12.98%      16.73%      15.62%**     

 

*

Class A and Class C of the EIC Value Fund (the “Fund”) commenced operations on May 19, 2011 and July 18, 2011, respectively.

**

Benchmark performance is from commencement date of the Class only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal  value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their  original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or  redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (855) 430-6487.

 

7


EIC VALUE FUND

Annual Report

Performance Data (Continued)

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $100,000 Investment in EIC Value Fund’s Institutional Class

vs. Russell 3000® Value Index and S&P 500® Index

 

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
     1 Year      3 Years      Since
Inception*
 

Institutional Class

     8.54%         12.37%         11.05%   

Return After Taxes on Distributions

     7.47%         11.68%         10.53%   

Return After Taxes on Distributions and Sale of Shares

     5.71%         9.65%         8.71%   

Russell 3000® Value Index

     8.96%         16.98%         12.66% ** 

S&P500® Index

     12.98%         16.73%         13.61% ** 
*

Institutional Class Shares of the EIC Value Fund (the “Fund”) inception date was April 29, 2011. Operations commenced on May 1, 2011.

**

Benchmark performance is from commencement date of the Class only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (855) 430-6487.

 

8


EIC VALUE FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The returns shown for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.50%. The returns shown for Class C shares reflect a maximum deferred sales charge of 1.00%. All of the Fund’s share classes apply a 2.00% fee to the value of shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above. The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2014, are 1.28% and 1.29% for Class A Shares, 2.03% and 2.04% for Class C Shares and 1.03% and 1.04% for Institutional Class Shares, respectively, of the Class’ average daily net assets. The ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Equity Investment Corporation (the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees or shareholder service fees), “Acquired Fund Fees and Expenses,” interest, extraordinary items and brokerage commissions, exceed 1.00% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2015, unless the Board of Trustees of FundVantage Trust (“the Trust”) approves its earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed. Furthermore, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund which is reflected in the net expense ratio.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown and are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown are for Institutional Shares only; after-tax returns for Class A and Class C shares will vary.

Mutual fund investing involves risk, including possible loss of principal. Value investing involves the risk that the Fund’s investing in companies believed to be undervalued will not appreciate as anticipated. The Fund may invest in the stocks of smaller-and medium-sized companies which may be more vulnerable to adverse business or economic events than larger, more established companies.

The Fund intends to evaluate performance as compared to that of the S&P 500® Index and the Russell 3000® Value Index. The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 3000® Value Index is an unmanaged index that measures the performance of the 3,000 largest U.S. stocks, representing about 98% of the total capitalization of the entire U.S. stock market. It is impossible to invest directly in an index.

 

9


EIC VALUE FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the six month period from November 1, 2014 through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of each accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of each accompanying 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 your 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any) or redemption fees. Therefore, the second line of each accompanying 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.

 

10


EIC VALUE FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

     EIC Value Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class A

              

Actual

       $1,000.00          $1,037.30          $  6.31  

Hypothetical (5% return before expenses)

       1,000.00          1,018.60          6.26  

Class C

              

Actual

       $1,000.00          $1,033.50          $10.08  

Hypothetical (5% return before expenses)

       1,000.00          1,014.88          9.99  

Institutional Class

              

Actual

       $1,000.00          $1,038.20          $  5.05  

Hypothetical (5% return before expenses)

       1,000.00          1,019.84          5.01  

 

 

*

Expenses are equal to the Fund’s annualized expense ratio for the six month period ended April 30, 2015 of 1.25%, 2.00%, and 1.00% for Class A, Class C, and Institutional Class Shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in each table are based on the actual six month total returns for the Fund of 3.73%, 3.35%, and 3.82% for Class A, Class C, and Institutional Class Shares, respectively.

 

11


EIC VALUE FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

 

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

COMMON STOCKS:

    

Consumer, Non-cyclical

     23.6   $ 79,668,722   

Financial

     21.5        72,541,986   

Consumer, Cyclical

     14.8        50,135,849   

Energy

     12.1        40,887,363   

Technology

     7.7        26,145,585   

Communications

     4.7        15,857,810   

Utilities

     3.6        12,134,934   

REITs-Diversified

     1.4        4,726,052   

REITs-Office Property

     0.9        2,997,381   

Short-Term Investment

     10.0        33,778,185   

Liabilities in Excess of Other Assets

     (0.3 )      (982,102 ) 
  

 

 

   

 

 

 

NET ASSETS

  100.0 %  $ 337,891,765   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

12


EIC VALUE FUND

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — 90.3%

     

Communications — 4.7%

  

Cisco Systems, Inc.

     240,255       $ 6,926,552   

eBay, Inc.*

     153,300         8,931,258   
     

 

 

 
  15,857,810   
     

 

 

 

Consumer, Cyclical — 14.8%

  

Bed Bath & Beyond, Inc.*

  116,315      8,195,555   

CVS Health Corp.

  52,860      5,248,469   

Honda Motor Co. Ltd., SP ADR

  261,050      8,753,006   

Target Corp.

  160,655      12,664,434   

Wal-Mart Stores, Inc.

  195,700      15,274,385   
     

 

 

 
  50,135,849   
     

 

 

 

Consumer, Non-cyclical — 23.6%

  

Baxter International, Inc.

  148,500      10,207,890   

Express Scripts Holding Co.*

  129,060      11,150,784   

GlaxoSmithKline PLC, SP ADR

  146,600      6,765,590   

Johnson & Johnson

  84,790      8,411,168   

Medtronic PLC

  133,875      9,966,994   

Molson Coors Brewing Co., Class B

  136,500      10,034,115   

PepsiCo, Inc.

  141,800      13,488,016   

Procter & Gamble Co. (The)

  121,295      9,644,165   
     

 

 

 
  79,668,722   
     

 

 

 

Energy — 12.1%

  

Chevron Corp.

  46,105      5,120,421   

ConocoPhillips

  72,325      4,912,314   

Diamond Offshore Drilling, Inc.

  253,500      8,484,645   

Exxon Mobil Corp.

  136,500      11,926,005   

Southwestern Energy Co.*

  372,600      10,443,978   
     

 

 

 
  40,887,363   
     

 

 

 

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Financial — 21.5%

  

American Express Co.

     103,255       $ 7,997,100   

Chubb Corp. (The)

     82,300         8,094,205   

PNC Financial Services Group, Inc. (The)

     110,945         10,176,985   

SunTrust Banks, Inc.

     117,750         4,886,625   

T. Rowe Price Group, Inc.

     100,455         8,154,937   

Torchmark Corp.

     95,175         5,340,269   

Travelers Cos., Inc. (The)

     79,700         8,058,467   

US Bancorp

     230,975         9,901,898   

Wells Fargo & Co.

     180,245         9,931,500   
     

 

 

 
  72,541,986   
     

 

 

 

REITs-Diversified — 1.4%

  

Annaly Capital Management, Inc. REIT

  469,320      4,726,052   
     

 

 

 

REITs-Office Property — 0.9%

  

Mack-Cali Realty Corp. REIT

  166,985      2,997,381   
     

 

 

 

Technology — 7.7%

  

Microsoft Corp.

  245,700      11,950,848   

QUALCOMM, Inc.

  103,000      7,004,000   

Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR

  294,220      7,190,737   
     

 

 

 
  26,145,585   
     

 

 

 

Utilities — 3.6%

  

Exelon Corp.

  356,700      12,134,934   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $257,763,155)

   

  305,095,682   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

13


EIC VALUE FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Number
of Shares
     Value  

SHORT-TERM INVESTMENT — 10.0%

  

Money Market Fund — 10.0%

  

Dreyfus Institutional Reserves Treasury Prime Fund, Institutional Shares 0.00%(a)

     33,778,185       $ 33,778,185   
     

 

 

 

TOTAL SHORT-TERM INVESTMENT
(Cost $33,778,185)

   

  33,778,185   
     

 

 

 

TOTAL INVESTMENTS - 100.3%
(Cost $291,541,340)

   

  338,873,867   

LIABILITIES IN EXCESS OF
OTHER ASSETS - (0.3)%

   

  (982,102
     

 

 

 

NET ASSETS - 100.0%

$ 337,891,765   
     

 

 

 

 

 

*

Non-income producing.

(a) 

Rate periodically changes. Rate disclosed is the daily yield on April 30, 2015.

 

REIT

Real Estate Investment Trust

SP ADR

Sponsored Depositary Receipt

    

 

 

The accompanying notes are an integral part of the financial statements.

 

14


EIC VALUE FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $291,541,340)

$ 338,873,867   

Receivable for capital shares sold

  429,496   

Dividends and interest receivable

  240,971   

Prepaid expenses and other assets

  91,913   
  

 

 

 

Total assets

  339,636,247   
  

 

 

 

Liabilities

Payable for investments purchased

  530,246   

Payable for capital shares redeemed

  829,273   

Payable to Adviser

  224,022   

Payable for distribution fees

  56,390   

Payable for administration and accounting fees

  36,940   

Payable for shareholder servicing fees

  12,953   

Payable for transfer agent fees

  8,777   

Payable for custodian fees

  6,944   

Accrued expenses

  38,937   
  

 

 

 

Total liabilities

  1,744,482   
  

 

 

 

Net Assets

$ 337,891,765   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

$ 243,022   

Paid-in capital

  283,484,447   

Accumulated net investment income

  895,166   

Accumulated net realized gain from investments

  5,936,603   

Net unrealized appreciation on investments

  47,332,527   
  

 

 

 

Net Assets

$ 337,891,765   
  

 

 

 

Class A:

Net asset value, redemption price per share
($85,653,330 / 6,157,552 shares)

$ 13.91   
  

 

 

 

Maximum offering price per share (100/94.5 of $13.91)

$ 14.72   
  

 

 

 

Class C:

Net asset value, offering and redemption price per share
($62,378,181 / 4,537,191 shares)

$ 13.75   
  

 

 

 

Institutional Class:

Net asset value, offering and redemption price per share
($189,860,254 / 13,607,454 shares)

$ 13.95   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

15


EIC VALUE FUND

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Dividends

$ 6,575,920   

Less: foreign taxes withheld

  (41,457
  

 

 

 

Total investment income

  6,534,463   
  

 

 

 

Expenses

Advisory fees (Note 2)

  2,282,843   

Distribution fees (Class C) (Note 2)

  422,639   

Distribution fees (Class A) (Note 2)

  242,355   

Administration and accounting fees (Note 2)

  196,952   

Shareholder servicing fees (Class C) (Note 2)

  140,880   

Transfer agent fees (Note 2)

  117,642   

Printing and shareholder reporting fees

  48,682   

Registration and filing fees

  42,521   

Custodian fees (Note 2)

  31,674   

Audit fees

  29,893   

Legal fees

  29,803   

Trustees’ and officers’ fees (Note 2)

  27,867   

Other expenses

  26,490   
  

 

 

 

Total expenses before recoupment

  3,640,241   
  

 

 

 

Plus: Net expenses recouped (Note 2)

  208,432   
  

 

 

 

Net expenses after recoupment

  3,848,673   
  

 

 

 

Net investment income

  2,685,790   
  

 

 

 

Net realized and unrealized gain from investments:

Net realized gain from investments

  13,470,516   

Net change in unrealized appreciation/(depreciation) on investments

  7,174,199   
  

 

 

 

Net realized and unrealized gain on investments

  20,644,715   
  

 

 

 

Net increase in net assets resulting from operations

$ 23,330,505   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

16


EIC VALUE FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
 

Increase in net assets from operations:

Net investment income

$ 2,685,790    $ 1,861,893   

Net realized gain from investments

  13,470,516      5,871,462   

Net change in unrealized appreciation/(depreciation) on investments

  7,174,199      22,390,799   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  23,330,505      30,124,154   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Class A

  (585,643   (868,727

Class C

  (95,226   (154,572

Institutional Class

  (1,761,398   (661,434
  

 

 

   

 

 

 

Total net investment income

  (2,442,267   (1,684,733
  

 

 

   

 

 

 

Net realized capital gains:

Class A

  (2,708,245   (2,072,373

Class C

  (1,908,882   (798,124

Institutional Class

  (5,602,971   (1,323,450
  

 

 

   

 

 

 

Total net realized capital gains

  (10,220,098   (4,193,947
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (12,662,365   (5,878,680
  

 

 

   

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  72,541,924      62,008,693   
  

 

 

   

 

 

 

Total increase in net assets

  83,210,064      86,254,167   
  

 

 

   

 

 

 

Net assets

Beginning of year

  254,681,701      168,427,534   
  

 

 

   

 

 

 

End of year

$ 337,891,765    $ 254,681,701   
  

 

 

   

 

 

 

Accumulated net investment income, end of year

$ 895,166    $ 651,643   
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

17


EIC VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Class A  
    For the     For the     For the     For the Period  
    Year Ended     Year Ended     Year Ended     May 19, 2011*  
    April 30, 2015     April 30, 2014     April 30, 2013     to April 30, 2012  

Per Share Operating Performance

       

Net asset value, beginning of period

  $ 13.37      $ 11.91      $ 10.65      $ 10.00   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(1)

  0.12      0.12      0.12      0.08   

Net realized and unrealized gain on investments

  0.98      1.70      1.22      0.61   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

  1.10      1.82      1.34      0.69   
 

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.10   (0.11   (0.08   (0.04

Net realized capital gains

  (0.46   (0.25   (2)      
 

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

  (0.56   (0.36   (0.08   (0.04
 

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

$ 13.91    $ 13.37    $ 11.91    $ 10.65   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

  8.22   15.46   12.73   6.97

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

  $85,653      $130,805      $83,932      $33,969   

Ratio of expenses to average net assets

  1.25   1.25   1.25   1.25 %(4) 

Ratio of expenses to average net assets without waivers, expense reimbursements and
recoupments, if any(5)

  1.18   1.24   1.35   2.07 %(4) 

Ratio of net investment income to average net assets

  0.90   0.95   1.12   0.81 %(4) 

Portfolio turnover rate

  26.89   19.08   12.06   12.68 %(6) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized.

    

Total investment return does not reflect the impact of the maximum front-end sales load of 5.50%. If reflected, the return would be lower.

(4) 

Annualized.

(5) 

During the period, certain fees were waived, reimbursed and/or recouped. If such fee waivers, reimbursements and/or recoupments had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Reflects portfolio turnover of the Fund for the year ended April 30, 2012.

 

The accompanying notes are an integral part of the financial statements.

 

18


EIC VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class C  
     For the     For the     For the     For the Period  
     Year Ended     Year Ended     Year Ended     July 18, 2011*  
     April 30, 2015     April 30, 2014     April 30, 2013     to April 30, 2012  

Per Share Operating Performance

        

Net asset value, beginning of period

   $ 13.24      $ 11.84      $ 10.61      $ 9.88   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income/(loss)(1)

  0.02      0.03      0.04      (0.01

Net realized and unrealized gain on investments

  0.97      1.67      1.22      0.77   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

  0.99      1.70      1.26      0.76   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.02   (0.05   (0.03   (0.03

Net realized capital gains

  (0.46   (0.25   (2)      
  

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

  (0.48   (0.30   (0.03   (0.03
  

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

$ 13.75    $ 13.24    $ 11.84    $ 10.61   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

  7.49   14.52   11.93   7.75

Ratio/Supplemental Data

Net assets, end of period
(000’s omitted)

  $62,378      $48,016      $31,129      $13,756   

Ratio of expenses to average net assets

  2.00   2.00   2.00   2.00 %(4) 

Ratio of expenses to average net assets without waivers, expense reimbursements and recoupments, if any(5)

  1.93   1.99   2.10   2.69 %(4) 

Ratio of net investment income/(loss) to average net assets

  0.15   0.21   0.38   (0.01 )%(4) 

Portfolio turnover rate

  26.89   19.08   12.06  
12.68
%(6) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total return does not reflect any applicable sales charge.

(4) 

Annualized.

(5) 

During the period, certain fees were waived, reimbursed and/or recouped. If such fee waivers, reimbursements and/or recoupments had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Reflects portfolio turnover of the Fund for the year ended April 30, 2012.

 

The accompanying notes are an integral part of the financial statements.

 

19


EIC VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class  
     For the     For the     For the     For the  
     Year Ended     Year Ended     Year Ended     Year Ended  
     April 30, 2015     April 30, 2014     April 30, 2013     April 30, 2012*  

Per Share Operating Performance

        

Net asset value, beginning of period

   $ 13.41      $ 11.94      $ 10.67      $ 10.00   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(1)

  0.16      0.15      0.15      0.11   

Net realized and unrealized gain on investments

  0.98      1.70      1.22      0.61   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

  1.14      1.85      1.37      0.72   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.14   (0.13   (0.10   (0.05

Net realized capital gains

  (0.46   (0.25   (2)      
  

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

  (0.60   (0.38   (0.10   (0.05
  

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

$ 13.95    $ 13.41    $ 11.94    $ 10.67   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

  8.54   15.68   12.99   7.24

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

  $189,860      $75,860      $53,367      $18,754   

Ratio of expenses to average net assets

  1.00   1.00   1.00   1.00

Ratio of expenses to average net assets without waivers, expense reimbursements and recoupments,
if any(4)

  0.93   0.99   1.10   2.40

Ratio of net investment income to average net assets

  1.14   1.21   1.37   1.13

Portfolio turnover rate

  26.89   19.08   12.06   12.68

 

*

The Institutional Class commenced operations on May 1, 2011.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4) 

During the period, certain fees were waived, reimbursed and/or recouped. If such fee waivers, reimbursements and/or recoupments had not occurred, the ratios would have been as indicated (See Note 2).

 

The accompanying notes are an integral part of the financial statements.

 

20


EIC VALUE FUND

Notes to Financial Statements

April 30, 2015

 

1. Organization and Significant Accounting Policies

The EIC Value Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced operations on May 1, 2011. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C, Institutional Class and Retail Class Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) may be applicable to the redemption of Class A Shares. A CDSC, as a percentage of the lower of the original purchase price or net asset value at redemption, of up to 1.00% may be imposed on full or partial redemptions of Class A Shares made within eighteen months (effective September 1, 2012) of purchase where $1 million or more of Class A Shares were purchased without an initial sales charge and (ii) the Fund’s principal underwriter, Foreside Funds Distributors LLC (the “Underwriter”), paid a commission to the selling broker-dealer for such sale. A CDSC of up to 1.00% is assessed on redemptions of Class C Shares made within eighteen months (effective January 1, 2012) after a purchase. As of April 30, 2015, the Retail Class Shares have not been issued.

Portfolio Valuation The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are valued at amortized cost, provided such amount approximates market value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

21


EIC VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

  Level 1 —

quoted prices in active markets for identical securities;

  Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates,

prepayment speeds, credit risk, etc.); and

  Level 3 —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value

of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total
Value at
04/30/15
     Level 1
Quoted
Prices
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks*

   $ 305,095,682       $ 305,095,682       $       $   

Short-Term Investment

     33,778,185         33,778,185                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

$ 338,873,867    $ 338,873,867    $    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Please refer to Portfolio of Investments for further details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differmaterially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities.

 

22


EIC VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

 

23


EIC VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Affiliates and Related Parties

Equity Investment Corporation (“EIC” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.75% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees or shareholder service fees), “Acquired Fund Fees and Expenses,” interest, extraordinary items and brokerage commissions, exceed 1.00% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2015, unless the Board of Trustees approves its earlier termination. Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. As of April 30, 2015, the amount of potential recovery was as follows:

 

Expiration

April 30, 2016

$109,578

For the year ended April 30, 2015, the Adviser earned advisory fees of $2,282,843, and recouped fees of $208,432 waived in prior periods.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

 

24


EIC VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% distribution fee and 0.25% shareholder service fee) on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares, respectively.

The Trustees of the Trust who are not officers or employees of an investment adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $18,114. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 138,299,726       $ 72,943,389   

 

25


EIC VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Capital Share Transactions

For the years ended April 30, 2015 and April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Year Ended
April 30, 2015
    For the Year Ended
April 30, 2014
 
     Shares     Amount     Shares     Amount  

Class A

        

Sales

     2,620,678      $ 35,984,103        4,602,351      $ 58,121,568   

Reinvestments

     217,630        3,010,927        223,981        2,817,677   

Redemption Fees*

            1,904               3,553   

Redemptions

     (6,467,061     (89,457,487     (2,086,233     (26,366,382
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  (3,628,753 $ (50,460,553   2,740,099    $ 34,576,416   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class C

Sales

  1,247,837    $ 17,023,666      1,228,316    $ 15,389,748   

Reinvestments

  138,449      1,899,521      72,196      902,372   

Redemption Fees*

       1,304           1,291   

Redemptions

  (475,094   (6,510,018   (303,895   (3,828,767
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

  911,192    $ 12,414,473      996,617    $ 12,464,644   
  

 

 

   

 

 

   

 

 

   

 

 

 

Institutional Class

Sales

  10,068,275    $ 139,955,946      2,994,753    $ 37,742,003   

Reinvestments

  488,937      6,781,569      126,373      1,594,828   

Redemption Fees*

       3,848           2,214   

Redemptions

  (2,605,086   (36,153,359   (1,935,043   (24,371,412
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

  7,952,126    $ 110,588,004      1,186,083    $ 14,967,633   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase

  5,234,565    $ 72,541,924      4,922,799    $ 62,008,693   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

*

There is a 2.00% redemption fee that may be charged on shares redeemed which have been held for 30 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in-capital.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based

 

26


EIC VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $2,442,267 of ordinary income dividends and $10,220,098 of long-term capital gains dividends. For the year ended April 30, 2014, the tax character of distributions paid by the Fund was $1,739,645 of ordinary income dividends and $4,139,035 of long-term capital gains dividends. Distributions from net investment income and short term gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss
Carryforward

   Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Appreciation

$  —

   $895,166    $5,936,603    $47,332,527

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

Federal tax cost

   $ 291,541,340      
  

 

 

    

Gross unrealized appreciation

$ 48,719,680   

Gross unrealized depreciation

  (1,387,153
  

 

 

    

Net unrealized appreciation

$ 47,332,527   
  

 

 

    

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Fund had no loss deferrals.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund did not have any capital loss carryforwards.

 

27


EIC VALUE FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

28


EIC VALUE FUND

 

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of the FundVantage Trust and

Shareholders of the EIC Value Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the EIC Value Fund (one of the series constituting FundVantage Trust) (the “Fund”) as of April 30, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2015, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the EIC Value Fund (one of the series constituting FundVantage Trust) at April 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Philadelphia, Pennsylvania

June 26, 2015

 

29


EIC VALUE FUND

 

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Fund paid $2,442,267 of ordinary income dividends and $10,220,098 of long-term capital gain dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 100% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 100.00%.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

30


EIC VALUE FUND

 

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (855) 430-6487 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At an in-person meeting held on December 16-17, 2014 (the “Meeting”), the Board of Trustees (the “Board” or “Trustees”) of FundVantage Trust (“Trust”), including a majority of the Trustees who are not “interested persons” as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Equity Investment Corporation (the “Adviser” or “EIC”) and the Trust on behalf of the EIC Value Fund (the “Fund”) (“Agreement”). In determining whether to continue the Agreement, the Trustees considered information provided by the Adviser in accordance with Section 15(c) of the 1940 Act. The Trustees considered information that the Adviser provided regarding (i) services performed for the Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Fund, (iv) investment performance, (v) the capitalization and financial condition of the Adviser, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on the Adviser’s ability to service the Fund, and (x) compliance with the Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies), federal securities laws and other regulatory requirements. The Adviser also provided its most recent Form ADV for the Trustees’ review and consideration. The Trustees noted the reports provided at Board meetings throughout the year covering matters such as the relative performance of the Fund; compliance with the investment objectives, policies, strategies and limitations for the Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to fair value pricing procedures as established by the Board. The Trustees also received and reviewed a memorandum from legal counsel regarding the legal standards applicable to their review of the Agreement.

 

31


EIC VALUE FUND

Other Information

(Unaudited) (Continued)

 

A representative from EIC attended the Meeting in-person and discussed EIC’s history, performance and investment strategy in connection with the proposed continuation of the Agreement and answered questions from the Board.

The Trustees considered the investment performance for the Fund and the Adviser. The Trustees reviewed the historical performance charts for each of the Fund’s share classes, as compared to the Russell 3000 Total Return Index, and the Lipper Large-Cap Value Fund category, the Fund’s applicable Lipper peer group, for the one-year, two-year, three-year, since inception and year-to-date periods ended September 30, 2014. The Trustees noted that the Fund’s Class A shares, Class C shares and Institutional Class shares, which had differing inception dates, underperformed the Russell 3000 Total Return Index and the median of the Lipper Large-Cap Value Fund category for the one-year, two-year, three-year and since inception periods ended September 30, 2014. The Trustees noted that the Fund’s Class A shares, Class C shares and Institutional Class shares outperformed the Russell 3000 Total Return Index and the median of the Lipper Large-Cap Value Fund category for the year-to-date period. The Trustees also received performance information for the Fund’s Institutional Class shares as compared to the Fund’s comparable separately managed account composite (gross and net of fees), the Morningstar Large Cap Value Average (gross of fees), the Russell 3000 Value Index and to a similarly managed portfolio of a mutual fund for which EIC serves as sub-adviser (“Sub-Advised Portfolio”) (gross and net of fees), for the one-year, three-year and since inception periods ended October 31, 2014, as applicable. The Trustees noted that the Fund underperformed the Russell 3000 Value Index for the one-year, three-year and since inception periods; the Morningstar Large Cap Value Average (gross of fees) for the three-year period; the Fund’s separately managed account composite (gross of fees) for the one-year, three-year and since inception periods; the Sub-Advised Portfolio (gross of fees) for the one-year and three-year periods and the Sub-Advised Portfolio (net of fees) for the since inception periods. The Trustees noted that the Fund outperformed the Morningstar Large Cap Value Average (gross of fees) for the one-year and since inception period; the Fund’s separately managed account composite (net of fees) for the one-year, three-year and since inception period; the Sub-Advised Portfolio (gross of fees) for the since inception period and the Sub-Advised Portfolio (net of fees) for the one-year and three-year period. The Trustees concluded that the comparative performance of the Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

The Trustees noted that while absolute performance was positive for all periods ended September 30, 2014 and October 31, 2014, the Fund’s relative performance lagged its Morningstar and Lipper peer group averages for certain measurement periods. The Trustees considered explanations provided by the Adviser regarding the various factors contributing to the relative underperformance of the Fund, including, among other things, differences in the Fund’s investment strategies and portfolio construction in comparison

 

32


EIC VALUE FUND

Other Information

(Unaudited) (Continued)

 

to the peer funds included in its Morningstar and Lipper peer groups. The Board discussed with the Adviser the reasons behind such results for the Fund, including the steps being undertaken by the Adviser to seek to improve such performance. The Trustees considered other factors that supported the continuation of the Advisory Agreement, including the following: (i) that the Adviser’s investment decisions, such as security selection and sector allocation, contributing to such underperformance were consistent with the Fund’s investment objective and policies; and (ii) that shorter-term or longer-term performance, as applicable, was competitive when compared to the performance of relevant peer groups or benchmarks. Taking note of EIC’s discussion of (i) the various factors contributing to the Fund’s performance and (ii) its continuing commitment to the Fund’s current investment strategy, and although the Fund had underperformed the Russell 3000 Total Return Index, Russell 3000 Value Index and the median of the Lipper Large-Cap Value Fund category for certain measurement periods as noted above, the Trustees concluded that the performance of the Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

The Adviser provided information regarding its advisory fees and an analysis of these fees in relation to the delivery of services to the Fund and any other ancillary benefit resulting from the Adviser’s relationship with the Fund. The Trustees considered the fees that the Adviser charges to each comparable account and/or investment company advised by EIC, and evaluated the explanations provided by the Adviser as to differences in fees charged to the Fund and such accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Fund versus other similarly managed funds. The Trustees noted that the gross advisory fee and net total expense ratio of the Fund’s Institutional Class, Class A and Class C shares were all higher than the median of the gross advisory fees and net total expense ratios of funds with similar share classes in the Lipper Large-Cap Value Equity category with $500 million or less in assets. The Trustees concluded that the advisory fee and services provided by the Adviser are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Fund based on the information provided at the Meeting.

The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by the Adviser, the Board took into account its familiarity with the Adviser’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Adviser’s compliance policies and procedures and reports regarding the Adviser’s compliance operations from the Trust’s Chief Compliance Officer. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Fund by the Adviser and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Agreement, that the quality of the services appeared to be consistent with industry norms and that the Fund is likely to benefit from the continued receipt of those services. They also concluded that the Adviser has sufficient personnel, with the appropriate education and experience, to serve the Fund effectively and had demonstrated their ability to attract and retain qualified personnel.

 

33


EIC VALUE FUND

 

Other Information

(Unaudited) (Concluded)

The Trustees considered the costs of the services provided by the Adviser, the compensation and benefits received by the Adviser in providing services to the Fund, as well as the Adviser’s profitability. The Trustees were provided with the Adviser’s most recent unaudited balance sheet and profit and loss statement. The Trustees noted that the Adviser’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that the Adviser’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Fund specifically. The Trustees concluded that the Adviser’s contractual advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the Fund during the renewal term.

The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Fund for the benefit of fund shareholders, but that the advisory fee did not currently include breakpoint reductions as asset levels increase.

In voting to approve the continuation of the Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by the Adviser. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Agreement would be in the best interests of the Fund and its shareholders. As a result, the Board, including a majority of the Independent Trustees, unanimously approved the continuation of the Agreement for an additional one year period.

 

34


EIC VALUE FUND

 

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (855) 430-6487.

 

35


EIC VALUE FUND

Fund Management

(Unaudited)

 

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”),within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (855) 430-6487.

 

Name

and Date of Birth

   Position(s) Held
with Trust
   Term of Office
and Length of
Time Served
  

Principal Occupation(s)

During Past Five Years

  

Number of
Funds in

Trust Complex
Overseen by
Trustee

   Other
Directorships
Held by Trustee

 

INDEPENDENT TRUSTEES

 

ROBERT J. CHRISTIAN

Date of Birth: 2/49

  

Trustee and Chairman of

the Board

   Shall serve until death, resignation or removal. Trustee and Chairman since 2007.    Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.    38    Optimum Fund Trust (registered investment company) (6 portfolios).

IQBAL MANSUR

Date of Birth: 6/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2007.    University Professor, Widener University.    38    None.

 

36


EIC VALUE FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

   Position(s) Held
with Trust
   Term of Office
and Length of
Time Served
  

Principal Occupation(s)

During Past Five Years

  

Number of
Funds in

Trust Complex
Overseen by
Trustee

   Other
Directorships
Held by Trustee

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.    Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.    38    None.

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.    Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.    38   

Copeland Trust (registered investment company) (2 portfolios); Context

Capital Funds (registered investment company) (1 portfolio).

 

37


EIC VALUE FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

   Position(s) Held
with Trust
   Term of Office
and Length of
Time Served
  

Principal Occupation(s)

During Past Five Years

  

Number of
Funds in

Trust Complex
Overseen by
Trustee

   Other
Directorships
Held by Trustee

 

INTERESTED TRUSTEE1

 

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.    Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.    38    None.

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

38


EIC VALUE FUND

Fund Management (Concluded)

(Unaudited)

 

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

  

Principal Occupation(s)

During Past Five Years

EXECUTIVE OFFICERS

JOEL L. WEISS

Date of Birth: 1/63

   President and Chief Executive Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

JAMES G. SHAW

Date of Birth: 10/60

   Treasurer and Chief Financial Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

   Secretary    Shall serve until death, resignation or removal. Officer since 2012.    Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

DAVID C. LEBISKY

Date of Birth: 5/72

   Chief Compliance Officer    Shall serve until death, resignation or removal. Officer since 2015.    Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

39


Investment Adviser

Equity Investment Corporation

3007 Piedmont Road, NE

Suite 200

Atlanta, GA 30305

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

of

FundVantage Trust

Class A

Class C

Institutional Class

ANNUAL REPORT

April 30, 2015

 

This report is submitted for the general information of the shareholders of the EIC Value Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the EIC Value Fund.

 

EIC001

 


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Dear Shareholders,

With the close of the 4th full year of operations, the Estabrook Investment Grade Fixed Fund (the “Fund”) lagged the Barclays Intermediate Government/Credit Bond Index (the “Barclays Index”). For the year ended April 30, 2015, the Fund returned 1.85% underperforming the benchmark by 117 basis points. We remained defensive throughout the year and maintain our posture as we enter the new year.

The first calendar quarter of 2015, was eerily similar to 2014 as once again rates fell. Much like last year, weather likely had a negative effect on the economy and most participants again expect a rebound with the arrival of spring. This year, however, investors seem to be more guarded as lower commodity prices persist and additional global easing supports historically low yields around the world.

The Federal Reserve is preparing the market for its first rate hike sometime this year. Similar to market expectations, we believe the Federal Reserve will raise official rates towards the latter half of this year. We see this as more of a symbolic gesture to move rates from zero. Of real consequence will be the magnitude and timing of the following rate increases which will be driven by incoming economic data.

For every argument calling for higher rates, there are as many to suggest why rates ought to remain range bound in 2015. The aggressive easing of central banks around the globe makes raising rates even more difficult. Whether you call it central bank easing or currency manipulation, these actions remain supportive for U.S. Treasuries.

The year began with 10-Year U.S. Treasury rates at 2.17% and ended the first quarter at 1.92%. Although rates are at historically low levels, U.S. Treasuries remain inexpensive compared to German 10-Year Bunds at 0.18%. The low rates in Europe have been driven by the European Central Bank’s purchases of sovereign debt. The introduction of QE has also accentuated the strength in the U.S. dollar and as a result rate increases are expected to be moderate.

Although there are many factors supportive of Treasuries, we remain increasingly focused on wage inflation as the one factor which could force rates higher. Reports of wage increases on the lower end of the employment spectrum continue with companies such as Wal-Mart, Target, and Domino’s increasing minimum wages for their employees. Ultimately, we believe stronger than expected wage inflation will force the Federal Reserve to move more aggressively than desired thus causing volatility across the fixed income market, but perhaps not until late this year or early next.

We still maintain our duration underweight bias and remain overweight to corporate credit. As I write this letter, we have seen yields increase dramatically over the last couple of weeks. Much of the fears of a deflationary scenario both domestically and in Europe have abated and we believe our portfolio is well positioned for a gradual rise in rates.

 

1


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

We would again like to thank you for investing in the Estabrook Investment Grade Fixed Income Fund. Please contact us if you have any questions.

Daniel Oh

Portfolio Manager

 

This letter is intended to assist shareholders in understanding how the Fund performed during the year ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

 

2


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $100,000 Investment in

Estabrook Investment Grade Fixed Income Fund Class I

vs. Barclays Intermediate Government/Credit Index

and Barclays U.S. Aggregate Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015     
   
   1 Year  

3 Years

 

Since

Inception*

    

Class I

   1.85%        3.67%            3.53%          

Barclays Intermediate

 

Government/Credit Bond Index

  3.02%      1.99%          2.90%**     

Barclays U.S. Aggregate Bond Index

  4.46%      2.60%          3.66%**     

 

*

The Estabrook Investment Grade Fixed Income Fund (the “Fund”) commenced operations on July 23, 2010.

 

**

Benchmark performance is from the commencement date of the Fund only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-7443. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual Fund gross and net operating expense ratios are 1.41% and 0.70%, respectively, for Class I Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report. Estabrook Capital Management LLC (the “Adviser”) has contractually agreed to reduce its fees or reimburse the Fund’s operating

 

3


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

expenses in order to limit the total annual operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) for Class I Shares to 0.70%. This agreement will terminate on August 31, 2015, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves an earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

A 1% redemption fee applies to shares redeemed within 90 days of purchase. This redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of the Barclays Intermediate Government/Credit Bond Index (“Barclays Int. Gov./Cr. Index”). The Fund uses the Barclays U.S. Aggregate Bond Index (“Barclays U.S. Aggregate Bond Index”) as a secondary index. The Barclays Int. Gov./Cr. Index is an unmanaged market index that tracks performance of intermediate term U.S. government and corporate bonds. The Barclays U.S. Aggregate Bond Index is an intermediate term, broad-based index comprised of most U.S traded investment grade bonds. Barclays U.S. Aggregate Bond Index covers the USD-denominated, investment-grade (rated Baa3 or above by Moody’s), fixed-rate, and taxable areas of the bond market. This is the broadest measure of the taxable U.S. bond market, including most Treasury, agency, corporate, mortgage-backed, asset-backed, and international dollar-denominated issues, all with maturities of 1 year or more. It is impossible to invest directly in an index.

The Fund is subject to the same risks as the underlying bonds in the portfolio such as credit, call and interest rate risk. As interest rates rise the value of bond prices will decline. The Fund may invest in high yield debt (also known as junk bonds) which may cause greater volatility and less liquidity. You may lose money by investing in the Fund.

 

4


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014 through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “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 accompanying 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 your 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 funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying 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.

 

5


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

     Estabrook Investment Grade Fixed Income Fund – Class I
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Actual

       $1,000.00          $1,006.80          $3.48  

Hypothetical (5% return before expenses)

       1,000.00          1,021.32          3.51  

 

 

*

Expenses are equal to the Fund’s annualized expense ratio for the six-month period ended April 30, 2015 of 0.70%, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181) then divided by 365 days to reflect the period. The Fund’s ending account value on the first line in the table is based on the actual six-month total return for the Fund of 0.68%.

 

6


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

 

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

Corporate Bonds and Notes

     82.2   $ 27,741,223   

U.S. Treasury Obligations

     16.2        5,473,035   

Other Assets in Excess of Liabilities

     1.6        531,893   
  

 

 

   

 

 

 

NET ASSETS

  100.0 $ 33,746,151   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

7


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments

April 30, 2015

 

     Par
Value
     Value  

CORPORATE BONDS AND NOTES — 82.2%

  

Advertising Agencies — 1.6%

  

  

Interpublic Group of Cos, Inc. (The)
4.200%, 04/15/2024

   $ 500,000       $ 525,657   
     

 

 

 

Airlines — 0.6%

Delta Air Lines Series 2010-2, Class B
6.750%, 05/23/2017

  200,000      205,320   
     

 

 

 

Applications Software — 0.7%

Microsoft Corp.
1.000%, 05/01/2018

  250,000      249,972   
     

 

 

 

Auto/Truck Parts & Equipment-Original — 1.3%

  

Delphi Corp.
Callable 02/15/2018 at 102.5
5.000%, 02/15/2023

  400,000      431,000   
     

 

 

 

Auto-Cars/Light Trucks — 12.8%

  

Ford Motor Credit Co., LLC
2.375%, 03/12/2019

  650,000      656,751   

Ford Motor Credit Co., LLC
3.219%, 01/09/2022

  400,000      406,810   

Ford Motor Credit Co., LLC
3.664%, 09/08/2024

  500,000      510,640   

General Motors Co.
3.500%, 10/02/2018

  500,000      514,515   

General Motors Co.
4.875%, 10/02/2023

  750,000      812,265   

General Motors Financial Co., Inc.
2.400%, 04/10/2018

  500,000      500,506   

General Motors Financial Co., Inc. Callable 02/10/2022 at 100.0
3.450%, 04/10/2022

  600,000      595,808   
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Auto-Cars/Light Trucks — (Continued)

  

Harley-Davidson Financial Services, Inc.
3.875%, 03/15/2016 (a)

   $ 300,000       $ 307,930   
     

 

 

 
  4,305,225   
     

 

 

 

Beverages-Non-alcoholic — 0.8%

  

PepsiCo, Inc.
Callable 12/07/2018 at 100.0
2.250%, 01/07/2019

  250,000      256,018   
     

 

 

 

Cable/Satellite TV — 2.3%

Comcast Corp.
Callable 11/15/2024 at 100.0
3.375%, 02/15/2025

  250,000      257,386   

DIRECTV Holdings, LLC
DIRECTV Financing Co., Inc. Callable 01/01/2024 at 100.0 4.450%, 04/01/2024

  500,000      527,718   
     

 

 

 
  785,104   
     

 

 

 

Commercial Banks Non-US — 0.8%

  

Abbey National Treasury Services PLC (London)
3.050%, 08/23/2018

  250,000      260,384   
     

 

 

 

Commercial Banks-Eastern US — 1.2%

  

CIT Group, Inc.
5.000%, 08/01/2023

  400,000      408,750   
     

 

 

 

Computers — 4.4%

Apple, Inc.
1.550%, 02/07/2020

  500,000      494,602   

Apple, Inc.
2.500%, 02/09/2025

  500,000      484,094   
 

 

The accompanying notes are an integral part of the financial statements.

 

8


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Par
Value
    Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Computers — (Continued)

   

Hewlett-Packard Co.
1.217%, 01/14/2019 (b)

  $ 500,000      $ 502,494   
   

 

 

 
  1,481,190   
   

 

 

 

Diversified Banking Institutions — 22.2%

  

Bank of America Corp.
1.335%, 03/22/2018 (b)

  400,000      404,999   

Bank of America Corp.
6.875%, 11/15/2018

  250,000      290,165   

Citigroup, Inc.
2.500%, 07/29/2019

  500,000      504,655   

Citigroup, Inc.
Callable 03/27/2020 at 100.0
5.875%, 12/29/2049 (c)(d)(e)

  1,000,000      1,006,250   

Citigroup, Inc.
Callable 05/15/2025 at 100.0
5.950%, 12/29/2049  (c)(d)(e)

  500,000      497,344   

Goldman Sachs Group, Inc. (The)
1.861%, 11/29/2023 (b)

  500,000      509,156   

Goldman Sachs Group, Inc. (The) Callable 03/23/2020 at 100.0
1.437%, 04/23/2020 (b)

  500,000      505,747   

Goldman Sachs Group, Inc. (The)
Callable 03/23/2020 at 100.0 2.600%, 04/23/2020

  500,000      502,112   
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Diversified Banking Institutions — (Continued)

  

Goldman Sachs Group, Inc. (The)
Callable 05/10/2020 at 100.0
5.375%, 12/29/2049 (c)(d)(e)

   $ 500,000       $ 499,500   

JPMorgan Chase & Co.
1.177%, 01/25/2018 (b)

     300,000         302,919   

JPMorgan Chase & Co.
0.909%, 01/28/2019 (b)

     100,000         100,101   

JPMorgan Chase & Co.
Callable 04/30/2018 at 100.0
7.900%, 12/29/2049 (c)(d)(e)

     250,000         266,250   

JPMorgan Chase & Co.
Callable 05/01/2020 at 100.0
5.300%, 12/29/2049 (c)(d)(e)

     250,000         249,688   

Morgan Stanley
4.350%, 09/08/2026

     100,000         101,873   

Morgan Stanley
3.950%, 04/23/2027

     250,000         245,414   

Morgan Stanley
Callable 07/15/2019 at 100.0
5.450%, 07/29/2049 (c)(d)(e)

     500,000         503,750   

Morgan Stanley
Callable 07/15/2020 at 100.0
5.550%, 12/29/2049 (c)(d)(e)

     500,000         502,500   
 

 

The accompanying notes are an integral part of the financial statements.

 

9


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Diversified Banking Institutions — (Continued)

  

UBS AG
2.350%, 03/26/2020

   $ 500,000       $ 502,236   
     

 

 

 
  7,494,659   
     

 

 

 

Diversified Financial Services — 1.5%

  

General Electric Capital Corp.
Callable 12/09/2019 at 100.0
2.200%, 01/09/2020

  500,000      506,729   
     

 

 

 

Diversified Operations — 0.7%

  

Brixmor Operating Partnership LP
Callable 11/01/2024 at 100.0
3.850%, 02/01/2025

  250,000      250,668   
     

 

 

 

Electronic Components-Semiconductor — 0.7%

  

Texas Instruments, Inc.
1.000%, 05/01/2018

  250,000      248,218   
     

 

 

 

Enterprise Software/Services — 1.5%

  

Oracle Corp.
0.855%, 01/15/2019 (b)

  500,000      505,106   
     

 

 

 

Fiduciary Banks — 1.5%

  

Citizens Financial Group, Inc.
Callable 04/06/2020 at 100.0
5.500%, 12/29/2049 (a)(b)(c)(e)

  500,000      494,375   
     

 

 

 

Finance-Auto Loans — 5.9%

  

Ally Financial, Inc.
4.750%, 09/10/2018

  500,000      519,375   

Ally Financial, Inc.
3.750%, 11/18/2019

  500,000      497,300   
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Finance-Auto Loans — (Continued)

  

Ally Financial, Inc.
4.125%, 03/30/2020

   $ 250,000       $ 251,250   

Ally Financial, Inc.
4.125%, 02/13/2022

     500,000         490,000   

Ally Financial, Inc.
4.625%, 03/30/2025

     250,000         249,219   
     

 

 

 
  2,007,144   
     

 

 

 

Finance-Credit Card — 0.6%

  

American Express Credit Corp.
1.300%, 07/29/2016

  200,000      201,032   
     

 

 

 

Hotels&Motels — 0.8%

  

Wyndham Worldwide Corp.
Callable 02/01/2017 at 100.0
2.950%, 03/01/2017

  250,000      255,469   
     

 

 

 

Life/Health Insurance — 2.4%

  

Lincoln National Corp.
Callable 05/17/2016 at 100.0
7.000%, 05/17/2066 (d)(e)

  600,000      574,500   

Prudential Financial, Inc.
1.054%, 08/15/2018 (b)

  250,000      251,451   
     

 

 

 
  825,951   
     

 

 

 

Multi-line Insurance — 1.9%

  

Genworth Holdings, Inc.
Callable 11/15/2016 at 100.0
6.150%, 11/15/2066 (d)(e)

  475,000      299,250   

MetLife, Inc.
Callable 08/01/2034 at 100.0
10.750%, 08/01/2069 (e)

  200,000      335,000   
     

 

 

 
  634,250   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

10


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Multimedia — 1.2%

     

NBC Universal Media, LLC
2.875%, 04/01/2016

   $ 200,000       $ 204,178   

Time Warner, Inc.
3.150%, 07/15/2015

       200,000         201,084   
     

 

 

 
    405,262   
     

 

 

 

Oil Companies-Exploration&Production — 0.6%

  

Anadarko Petroleum Corp.
5.950%, 09/15/2016

  200,000      212,677   
     

 

 

 

Pipelines — 0.8%

Enterprise Products Operating LLC
Callable 01/15/2018 at 100.0
7.034%, 01/15/2068 (d)(e)

  235,000      254,681   
     

 

 

 

Reinsurance — 1.2%

Berkshire Hathaway, Inc.
1.550%, 02/09/2018

  400,000      404,839   
     

 

 

 

REITS-Office Property — 0.6%

BioMed Realty LP
Callable 03/15/2016 at 100.0
3.850%, 04/15/2016

  200,000      204,648   
     

 

 

 

REITS-Shopping Centers — 1.4%

  

DDR Corp.
7.500%, 04/01/2017

  200,000      221,375   

Kimco Realty Corp.
Callable 03/01/2021 at 100.0
3.200%, 05/01/2021

  250,000      254,971   
     

 

 

 
  476,346   
     

 

 

 
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

REITS-Warehouse/Industry — 1.5%

  

Prologis LP
Callable 11/01/2020 at 100.0
3.350%, 02/01/2021

   $ 500,000       $ 517,440   
     

 

 

 

Retail-Discount — 0.7%

Wal-Mart Stores, Inc.
1.125%, 04/11/2018

    250,000      250,296   
     

 

 

 

Retail-Drug Store — 0.8%

Walgreen Co.
1.800%, 09/15/2017

  250,000      252,383   
     

 

 

 

Retail-Mail Order — 1.2%

QVC, Inc.
4.450%, 02/15/2025

  400,000      401,045   
     

 

 

 

Super-Regional Banks-US — 2.3%

  

Wells Fargo & Co.
2.150%, 01/30/2020

  500,000      499,934   

Wells Fargo & Co.
4.100%, 06/03/2026

  250,000      259,110   
     

 

 

 
  759,044   
     

 

 

 

Telephone-Integrated — 3.0%

  

AT&T Inc.
Callable 02/15/2025 at 100.0
3.400%, 05/15/2025

  500,000      494,718   

Verizon Communications, Inc. Callable 12/15/2023 at 100.0
4.150%, 03/15/2024

  500,000      529,098   
     

 

 

 
  1,023,816   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

11


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

    Par
Value
    Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Transport-Rail — 0.7%

   

Canadian Pacific Railway Co.
Callable 11/01/2024 at 100.0
2.900%, 02/01/2025

  $ 250,000      $ 246,525   
   

 

 

 

TOTAL CORPORATE BONDS AND NOTES (Cost $27,465,680)

   

  27,741,223   
   

 

 

 

U.S. TREASURY OBLIGATIONS — 16.2%

  

Sovereign — 16.2%

0.250%, 12/31/2015

  500,000      500,156   

0.500%, 06/30/2016

  500,000      500,976   

0.500%, 07/31/2016

  1,000,000      1,001,797   

0.500%, 09/30/2016

  750,000      750,879   

0.625%, 10/15/2016

  400,000      401,031   

1.000%, 05/31/2018

  1,400,000      1,401,532   

2.250%, 11/15/2024

  900,000      916,664   
   

 

 

 
  5,473,035   
   

 

 

 

TOTAL U.S. TREASURY OBLIGATIONS (Cost $5,449,809)

  5,473,035   
   

 

 

 
     Value  

TOTAL INVESTMENTS - 98.4% (Cost $32,915,489)

   $ 33,214,258   

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.6%

     531,893   
  

 

 

 

NET ASSETS - 100.0%

$   33,746,151   
  

 

 

 

 

(a)  Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At April 30, 2015, these securities amounted to $802,305 or 2.4% of net assets. These securities have been determined by the Adviser to be liquid securities.
(b)  Variable or Floating Rate Security. Rate shown is as of April 30, 2015.
(c) Security is a perpetual bond and has no definite maturity date.
(d) Fix-to Float Security. Rate shown is as of April 30, 2015.
(e)  Dividend paying security.

 

REIT  

Real Estate Investment Trust

PLC   

Public Limited Company

 

 

Please note that securities are classified according to the Bloomberg Sub-Industry Categories. We believe this is the classification that best reflects the industry and risks associated with each position.

 

The accompanying notes are an integral part of the financial statements.

 

12


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $32,915,489)

$ 33,214,258   

Cash

  891,962   

Dividends and interest receivable

  201,841   

Prepaid expenses and other assets

  14,020   
  

 

 

 

Total assets

  34,322,081   
  

 

 

 

Liabilities

Payable for investments purchased

  498,520   

Payable for capital shares redeemed

  17,634   

Payable for administration and accounting fees

  12,716   

Payable for transfer agent fees

  7,954   

Payable to Investment Adviser

  4,927   

Payable for custodian fees

  2,611   

Accrued expenses

  31,568   
  

 

 

 

Total liabilities

  575,930   
  

 

 

 

Net Assets

$ 33,746,151   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

$ 32,880   

Paid-in capital

  33,389,637   

Accumulated net investment loss

  (16,841

Accumulated net realized gain from investments

  41,706   

Net unrealized appreciation on investments

  298,769   
  

 

 

 

Net Assets

$ 33,746,151   
  

 

 

 

Class I:

Shares outstanding

  3,287,952   
  

 

 

 

Net asset value, offering and redemption price per share ($33,746,151 / 3,287,952 shares)

$ 10.26   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

13


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Interest

$ 1,007,180   
  

 

 

 

Total investment income

  1,007,180   
  

 

 

 

Expenses

Advisory fees (Note 2)

  219,808   

Administration and accounting fees (Note 2)

  53,259   

Transfer agent fees (Note 2)

  43,172   

Legal fees

  37,010   

Registration and filing fees

  30,809   

Audit fees

  25,448   

Trustees’ and officers’ fees (Note 2)

  18,752   

Custodian fees (Note 2)

  13,692   

Printing and shareholder reporting fees

  6,537   

Other expenses

  6,026   
  

 

 

 

Total expenses before waivers and reimbursements

  454,513   
  

 

 

 

Less: waivers and reimbursements (Note 2)

  (217,797
  

 

 

 

Net expenses after waivers and reimbursements

  236,716   
  

 

 

 

Net investment income

  770,464   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

Net realized gain from investments

  153,761   

Net change in unrealized appreciation/(depreciation) on investments

  (298,125
  

 

 

 

Net realized and unrealized loss on investments

  (144,364
  

 

 

 

Net increase in net assets resulting from operations

$ 626,100   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

14


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Statements of Changes in Net Assets

 

  For the   For the  
  Year Ended   Year Ended  
  April 30, 2015   April 30, 2014  

Increase/(decrease) in net assets from operations:

Net investment income

$ 770,464    $ 786,805   

Net realized gain from investments

  153,761      142,263   

Net change in unrealized appreciation/(depreciation) on investments

  (298,125   (779,417
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  626,100      149,651   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Class I

  (770,464   (786,805

Net realized capital gains:

Class I

  (209,879   (190,899
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (980,343   (977,704
  

 

 

   

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  105,674      3,086,113   
  

 

 

   

 

 

 

Total increase/(decrease) in net assets

  (248,569   2,258,060   
  

 

 

   

 

 

 

Net assets

Beginning of year

  33,994,720      31,736,660   
  

 

 

   

 

 

 

End of year

$ 33,746,151    $ 33,994,720   
  

 

 

   

 

 

 

Accumulated net investment loss, end of year

$ (16,841 $ (15,441
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

15


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Financial Highlights

 

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

  Class I  
     For the
Year

Ended
April 30,
2015
    For the
Year
Ended
April 30,
2014
    For the
Year
Ended
April 30,
2013
    For the
Year
Ended
April 30,
2012
    For the
Period
July 23,
2010*
to April 30,
2011
 

Per Share Operating Performance

          

Net asset value, beginning of period

   $ 10.37      $ 10.66      $ 10.09      $ 10.06      $ 10.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(1)

  0.24      0.26      0.32      0.32      0.17   

Net realized and unrealized gain/(loss) on investments

  (0.05   (0.23   0.57      0.03      0.06   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

  0.19      0.03      0.89      0.35      0.23   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.24   (0.26   (0.32   (0.32   (0.17

Net realized capital gains

  (0.06   (0.06               
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

  (0.30   (0.32   (0.32   (0.32   (0.17
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

$ 10.26    $ 10.37    $ 10.66    $ 10.09    $ 10.06   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(2)

  1.85   0.38   8.99   3.52   2.29

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

$ 33,746    $ 33,995    $ 31,737    $ 17,464    $ 13,034   

Ratio of expenses to average net assets

  0.70   0.70   0.70   0.70   0.70 %(3) 

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

  1.34   1.41   1.69   2.49   2.65 %(3) 

Ratio of net investment income to average net assets

  2.28   2.50   3.07   3.18   2.24 %(3) 

Portfolio turnover rate

  89.75   132.74   94.83   50.01   98.85 %(5) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3)

Annualized.

(4) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(5) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

16


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements

April 30, 2015

 

1. Organization and Significant Accounting Policies

Estabrook Investment Grade Fixed Income Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on July 23, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A, Class C, Class I and Class R Shares. As of April 30, 2015, Class A, Class C and Class R Shares had not been issued.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m., Eastern time) on each day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers National Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on the NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and asked prices for such security in the over-the-counter market. Fixed income and preferred securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Due to continued volatility in the current market, valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

17


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

  Level 1 —

quoted prices in active markets for identical securities;

  Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

  Level 3 —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The fair value of the Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total
Value at
04/30/15
     Level 1
Quoted
Price
     Level 2 Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Corporate Bonds and Notes

   $ 27,741,223       $       $ 27,741,223       $   

U.S. Treasury Obligations

     5,473,035                 5,473,035           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

$ 33,214,258    $    $ 33,214,258    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period.

 

18


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

 

Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Gains and losses on principal paydowns from mortgage backed securities are recorded as interest income on the Statement of Operations. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to such fund.

Dividends and Distributions to Shareholders — Dividends from net investment income are declared and paid monthly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income

 

19


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

 

dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Affiliates and Related Parties

Estabrook Capital Management LLC (“Estabrook” or the “Adviser”) serves as the investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.65% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 0.70% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation). The Expense Limitation will remain in place until August 31, 2015, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. At April 30, 2015, the amount of potential recovery by the Adviser was as follows:

 

Expiration

April 30, 2016

  Expiration
April 30, 2017
  Expiration
April 30, 2018

$246,984

  $223,993   $217,797

For the year ended April 30, 2015, the Adviser earned advisory fees of $219,808 and waived fees of $217,797.

 

20


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund pursuant to an underwriting agreement between the Trust and the Underwriter.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $4,309. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 25,114,352       $ 26,442,655   

U.S. Government Securities

     5,161,326         3,335,891   

 

21


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Capital Share Transactions

For the years ended April 30, 2015 and April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the     For the  
     Year Ended     Year Ended  
     April 30, 2015     April 30, 2014  
     Shares     Amount     Shares     Amount  

Class I Shares

        

Sales

     52,699      $ 545,731        511,653      $ 5,317,535   

Reinvestments

     94,256        971,527        90,410        929,535   

Redemption Fees*

            1                 

Redemptions

     (136,649     (1,411,585     (301,570     (3,160,957
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

  10,306    $ 105,674      300,493    $ 3,086,113   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*

There is a 1.00% redemption fee that may be charged on shares redeemed which have been held for 90 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in-capital.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. Net investment income, net realized gains and net assets were not affected by these adjustments. For the year ended April 30, 2015, these adjustments were to decrease undistributed net investment income and increase accumulated net realized gain by $1,400. These permanent differences were primarily attributable to the redesignation of dividends paid and sales of preferred securities.

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $828,122 of ordinary income dividends and $152,221 of long-term capital gains dividends. For the year ended April 30, 2014, the tax character of distributions paid by the Fund was $779,824 of ordinary income

 

22


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

dividends and $201,465 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains were treated as ordinary income for federal income tax purposes.

As of April 30, 2015, components of distributable earnings on a tax basis were as follows:

 

Capital Loss

Carryforward

  

Undistributed

Ordinary Income

  

Undistributed

Long-Term Gain

  

Unrealized

Appreciation

  

Qualified

Late-Year

Losses

$ —

   $—    $103,594    $281,928    $(61,888)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

Federal tax cost

   $ 32,932,330      
  

 

 

    

Gross unrealized appreciation

$ 504,647   

Gross unrealized depreciation

  (222,719
  

 

 

    

Net unrealized appreciation

$ 281,928   
  

 

 

    

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Fund had short term capital loss deferrals of $61,888.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund did not have any capital loss carryforwards.

6. Debt Investment Risk

Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s

 

23


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

(Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

7. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

24


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of FundVantage Trust and Shareholders of the

Estabrook Investment Grade Fixed Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Estabrook Investment Grade Fixed Income Fund (the “Fund”) at April 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented July 23, 2010 (commencement of operations) through April 30, 2015, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

June 26, 2015

 

25


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Shareholder Tax Information

(Unaudited)

 

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Fund paid $828,122 of ordinary income dividends and $152,221 of long-term capital gain dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 4.38% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 97.19%.

The Fund designates 100.00% of the ordinary income distributions as qualified short-term gain pursuant to the American Jobs Creation Act of 2004.

A total of 3.24% of the dividends distributed during the fiscal year was derived from interest on U.S. government securities, which is generally exempt from state income tax.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

26


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Other Information

(Unaudited)

 

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 447-7443 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

27


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Privacy Notice

(Unaudited)

 

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account.We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 447-7443.

 

28


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Fund Management

(Unaudited)

 

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request by calling (888) 447-7443.

 

Name

and Date of Birth

 

Position(s) Held

with Trust

 

Term of Office

and Length of

Time Served

  Principal Occupation(s)  
During Past Five Years  
 

 

Number of
Funds in
Trust Complex  
Overseen by
Trustee

 

 

Other

Directorships

Held by Trustee

 

INDEPENDENT TRUSTEES

 

 

ROBERT J. CHRISTIAN Date of Birth: 2/49

 

 

Trustee and Chairman of the Board

 

 

Shall serve until death, resignation or removal. Trustee and Chairman since 2007.

 

 

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

 

 

38

 

 

Optimum Fund Trust (registered investment company) (6 portfolios).

 

IQBAL MANSUR

Date of Birth: 6/55

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2007.

 

 

 

University Professor, Widener University.

 

 

38

 

 

None.

 

29


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

  Position(s) Held  

with Trust

 

Term of Office

and Length of

Time Served

 

Principal Occupation(s)

During Past Five Years

 

 

Number of
Funds in

  Trust Complex  
Overseen by
Trustee

 

 

Other

Directorships

Held by Trustee

           

DONALD J. PUGLISI

Date of Birth: 8/45

  Trustee   Shall serve until death, resignation or removal. Trustee since 2008.  

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

  38   None.
           
STEPHEN M. WYNNE Date of Birth: 1/55   Trustee   Shall serve until death, resignation or removal. Trustee since 2009.  

Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.

 

  38  

Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 Portfolio).

 

 

30


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

  Position(s) Held  

with Trust

 

Term of Office

and Length of

Time Served

  Principal Occupation(s)  
During Past  Five Years  
 

 

Number of

Funds in

Trust Complex  
Overseen by
Trustee

 

 

Other

Directorships

Held by Trustee

 

INTERESTED TRUSTEE1

 

           

NANCY B. WOLCOTT

Date of Birth: 11/54

  Trustee   Shall serve until death, resignation or removal. Trustee since 2011.  

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

  38   None.

1 Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

31


ESTABROOK INVESTMENT GRADE FIXED INCOME FUND

Fund Management (Concluded)

(Unaudited)

 

Name

and Date of Birth

 

Position(s) Held

with Trust

 

 

Term of Office

and Length of

Time Served

 

 

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

       

JOEL L. WEISS

Date of Birth: 1/63

  President and Chief Executive Officer   Shall serve until death, resignation or removal. Officer since 2007.  

Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

 

       

JAMES G. SHAW

Date of Birth: 10/60

  Treasurer and Chief Financial Officer   Shall serve until death, resignation or removal. Officer since 2007.  

Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

 

       

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

  Secretary   Shall serve until death, resignation or removal. Officer since 2012.  

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

       

DAVID C. LEBISKY

Date of Birth: 5/72

  Chief Compliance Officer   Shall serve until death, resignation or removal. Officer since 2015.  

Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

 

32


 

 

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[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

Estabrook Capital Management LLC

900 Third Avenue, 10th Floor

New York, NY 10022

Administrator and Fund Accounting Agent

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent and Dividend Disbursing Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

ESTABROOK INVESTMENT

GRADE FIXED INCOME

FUND

of

FundVantage Trust

Class I

ANNUAL REPORT

April 30, 2015

 

This report is submitted for the general information of the shareholders of the Estabrook Investment Grade Fixed Income Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Estabrook Investment Grade Fixed Income Fund.

 

 

Est001


LOGO

GOTHAM FUNDS

of

FundVantage Trust

Gotham Absolute Return Fund

Gotham Absolute 500 Fund

Gotham Enhanced Return Fund

Gotham Neutral Fund

Institutional Class Shares

ANNUAL REPORT

April 30, 2015

 

 

This report is submitted for the general information of the shareholders of the Gotham Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Gotham Funds.


Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Shareholder,

Gotham Absolute Return Fund (GARIX), which targets a net exposure between 50%-60%, returned 2.44% for the year ended April 30, 2015 (please visit www.GothamFunds.com to view standardized prior quarter-end performance). Over this period, the HFRX Equity Hedge Index, an index of equity hedge funds, returned 5.09% and the S&P 500® Index was up 12.98%. Since inception (August 31, 2012) to April 30, 2015, the cumulative returns are 44.72% for GARIX, 19.09% for the HFRX Equity Hedge Index and 56.77% for the S&P 500 Index.

Gotham Enhanced Return Fund (GENIX), which targets a 100% net exposure, returned 7.25% for the year ended April 30, 2015. Over this period, the HFRX Equity Hedge Index returned 5.09% and the S&P 500 Index was up 12.98%. Since inception (May 31, 2013) to April 30, 2015, the cumulative returns are 38.74% for GENIX, 9.34% for the HFRX Equity Hedge Index and 32.96% for the S&P 500 Index.

Gotham Neutral Fund (GONIX), which seeks minimal correlation to the general stock market, returned -5.00% for the year ended April 30, 2015. Since inception (August 30, 2013) to April 30, 2015, the cumulative returns are 6.88%.

Gotham Absolute 500 Return Fund (GFIVX) was launched on July 31, 2014 and invests primarily in stocks from the S&P 500. Gotham Absolute 500 Return Fund (GFIVX) targets a net exposure between 40%-70% and returned 6.98% from inception (July 31, 2014) through April 30, 2015. Over this period, the HFRX Equity Hedge Index returned 5.20% and the S&P 500 Index was up 9.66%.

Each of these funds are long/short equity hedge funds available in the form of a mutual fund. Our process begins with a research effort that seeks to value all of the companies in the funds’ investment universe. For GARIX, GENIX and GONIX we select long and short stock portfolios from a diverse capitalization universe of U.S. stocks. GFIVX selects stocks primarily from the S&P 500. Our philosophy is simple. Although stock prices react to emotion over the short term, over the long term the market is very good at finding the fair value of stocks. Therefore, we believe that if we are good at valuing businesses (a share of stock represents a percentage ownership stake in a business), the market will agree with us...eventually.

For an individual stock, we believe the waiting period for the market to get it “right” is no more than 2 or 3 years in the vast majority of cases. For a group of stocks, we believe the average waiting period can often be much shorter. In other words, for us, there is a “true north” when it comes to the stock market. If we do a good job of analyzing and valuing companies, we believe the market will agree with us — even if it takes some time. This is crucial. No investment strategy, regardless of how good or logical, works all the time.

The important thing for us is to stick to our strategy even if it is not working over shorter time periods. We have well over 50 years of combined investment experience valuing and investing in publicly traded businesses. We know how to value businesses by using various measures of absolute and relative value. So, that’s how we invest. We buy companies that are at the biggest discount to our assessment of value and sell short those companies that are most expensive relative to our assessment of value. We do not plan to change this strategy or adopt other methodologies when short term stock prices do not reflect the values that we see.

Together with our investment team (led by Director of Research, Adam Barth), we follow a systematic process of researching and valuing companies, investing in our long and short portfolios and adjusting positions daily to take advantage of changing stock prices and fundamental information. Currently, GARIX, GENIX and GONIX hold over 300 stocks on the long side and short over 300 stocks on the short side. GFIVX holds over 200 stocks on each side. Our positions are not equally weighted. Generally, the cheaper a company appears to us, the larger allocation it receives on the long side. For the short side, the more expensive a company appears relative to our assessment of value, the larger short allocation it receives. We manage our risks by requiring substantial portfolio diversification, setting maximum limits for sector concentration and by maintaining overall gross and net exposures within carefully defined ranges.

 

1


Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

 

Our long/short mutual funds offer three distinct ways to take advantage of Gotham’s investment process with varying degrees of general market exposure:

 

 

Fund

 

 

 

Targeted Exposure in Most

Market Environments

 

  

 

Investment Objective

 

 

Gotham Absolute Return Fund

(GARIX)

 

 

50% – 60% net long

(e.g., 120% long – 60% short = 60% long)

  

 

Seeks long-term capital appreciation and to achieve positive returns during most annual periods in an efficient, risk-adjusted manner.

 

 

Gotham Absolute 500 Fund

(GFIVX)*

 

 

40% – 70% net long

(e.g., 142.5% long – 82.5% short = 60% long)

 

  

 

Seeks long-term capital appreciation and to achieve positive returns during most annual periods in an efficient, risk-adjusted manner.

 

 

Gotham Enhanced Return Fund

(GENIX)

 

 

100% net long

(e.g., 170% long – 70% short = 100% long)

 

  

 

Seeks long-term capital appreciation greater than that of the S&P 500® Index over a full market cycle

 

Gotham Neutral Fund

(GONIX)

 

 

 

Market Neutral

  

 

Seeks long-term capital appreciation with minimal correlation to the general stock market

 

*Invests primarily in stocks from the S&P 500.

(Please see www.GothamFunds.com for more information on Gotham’s Funds.)

Our hope for all of our funds is to achieve attractive returns from our long selections and also add value from our long/short spread. We believe that our long/short spread returns will be largely uncorrelated with the market’s returns in many market environments. Since, in our opinion, most of our shorts are high priced, with many eating through cash or achieving poor returns on capital, we expect that our long/short spreads will be particularly robust during poor market periods. This, we hope, will significantly help our spreads and add to overall returns in down markets.

Thank you for your investment in the Gotham Funds.

Sincerely,

Joel Greenblatt and Robert Goldstein

Managing Principals & Co-Chief Investment Officers of Gotham Asset Management, LLC

 

2


Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

 

This letter is intended to assist shareholders in understanding how the Gotham Funds described herein performed during the period ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Gotham Funds or the markets. This letter may contain certain information that constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “expect,” “will,” “hope,” “target,” “believe,” and/or comparable terminology. No assurance, representation, or warranty is made by any person that any of Gotham aims, assumptions, expectations, views objectives, and/or goals will be achieved.

The HFRX Equity Hedge (Total) Index is a fund-weighted index of select hedge funds focusing on strategies consisting of primarily long equities hedged with short sales of stocks. Performance reflects underlying fund management fees, incentive fees, dividends and other distributions. The S&P 500 Index is a commonly followed equity index and is generally considered a barometer of the U.S. equity market. Returns for the S&P 500 Index include the reinvestment of income and do not include transaction fees, management fees or any other costs. The performance and volatility of the Gotham Funds will be different than those of the indexes. It is not possible to invest directly in the indexes.

Mutual fund investing involves risks, including possible loss of principal. Short sales by a fund theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. The funds will use leverage to make additional investments which could result in greater losses than if the funds were not leveraged. An investor should consider the investment objectives, risks, charges and expenses of the Funds carefully before investing. The prospectus contains this and other information about the Funds. A copy of the prospectus is available on our website www.GothamFunds.com or by calling 877-974-6852. The prospectus should be read carefully before investing.

Gotham Funds, which are registered with the United States Securities and Exchange Commission pursuant to the Investment Company Act of 1940, are distributed by Foreside Funds Distributors LLC (“Foreside”). Gotham Asset Management, LLC is the investment advisor to the Funds and is not affiliated with Foreside.

 

3


GOTHAM FUNDS

Gotham Absolute Return Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $250,000 Investment in Gotham Absolute Return Fund Institutional Class Shares

vs Hedge Fund Research Inc. (HFRX) Equity Hedge Index

 

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015      
      1 Year    Since Inception*      

Institutional Class Shares

   2.44%    14.89%     

HFRX Equity Hedge Index

   5.09%         6.77%**     

 

*

The Gotham Absolute Return Fund (the “Fund”) commenced operations on August 31, 2012.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (877) 974-6852.

The Fund’s Institutional Class shares applies a 1.00% fee to the value of shares redeemed within 90 days of purchase. This redemption fee is not reflected in the returns shown above. The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated October 1, 2014, are 2.96% and 2.98%, respectively, for Institutional Class Shares, of the Fund’s average daily net assets. This rate may fluctuate and may differ from the actual expense incurred by the Fund for the period covered by this report. Gotham Asset Management, LLC (“Gotham” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding dividend and interest expense on securities sold short, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 2.25% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

The Fund intends to evaluate performance as compared to that of the Hedge Fund Research Inc. (HFRX) Equity Hedge Index. The Index is engineered to achieve representative performance of a larger universe of funds employing Equity Hedge strategies. Equity Hedge strategies maintain positions both long and short in primarily equity and equity derivative securities. A wide variety of investment processes can be employed to arrive at an investment decision, including both quantitative and fundamental techniques; strategies can be broadly diversified or narrowly focused on specific sectors and can range broadly in terms of levels of net exposure, leverage employed, holding period, concentrations of market capitalizations and valuation ranges of typical portfolios. Equity Hedge managers would typically maintain at least 50%, and may in some cases be substantially entirely invested in equities, both long and short. It is impossible to invest directly in an index.

 

4


GOTHAM FUNDS

Gotham Absolute Return Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Mutual fund investing involves risks, including possible loss of principal. The Fund seeks to achieve long-term capital appreciation and to achieve positive returns during most annual periods in an efficient, risk-adjusted manner. The Fund will short securities. Short sales theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. The Fund will also use leverage to make additional investments which could result in greater losses than if the fund were not leveraged. The securities issued by small-cap and mid-cap companies tend to be more volatile and less liquid than those of large-cap issuers. The Fund may have a high turnover of its portfolio securities, resulting in higher brokerage costs, which reduce the Fund’s returns. High turnover also may result in net taxable gain to shareholders, although the Adviser generally seeks to minimize and offset short-term capital gains. There can be no guarantee that the Fund will achieve its objectives.

 

5


GOTHAM FUNDS

Gotham Absolute 500 Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $250,000 Investment in Gotham Absolute 500 Fund Institutional Class Shares

vs Hedge Fund Research Inc. (HFRX) Equity Hedge Index

 

 

LOGO

 

Total Returns for the Period Ended April 30, 2015   

 

Since Inception   

Institutional Class Shares

6.98%*  

HFRX Equity Hedge Index

  5.20%**  

 

*

The Gotham Absolute 500 Fund (the “Fund”) commenced operations on July 31, 2014.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (877) 974-6852.

The Fund’s Institutional Class shares applies a 1.00% fee to the value of shares redeemed within 90 days of purchase. This redemption fee is not reflected in the returns shown above. The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated October 1, 2014, are 3.56% and 3.55%, respectively, for Institutional Class Shares, of the Fund’s average daily net assets. This rate may fluctuate and may differ from the actual expense incurred by the Fund for the period covered by this report. Gotham Asset Management, LLC (“Gotham” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding dividend and interest expense on securities sold short, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 2.25% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

The Fund intends to evaluate performance as compared to that of the Hedge Fund Research Inc. (HFRX) Equity Hedge Index. The Index is engineered to achieve representative performance of a larger universe of funds employing Equity Hedge strategies. Equity Hedge strategies maintain positions both long and short in primarily equity and equity derivative securities. A wide variety of investment processes can be employed to arrive at an investment decision, including both quantitative and fundamental techniques; strategies can be broadly diversified or narrowly focused on specific sectors and can range broadly in terms of levels of net exposure, leverage employed, holding period, concentrations of market capitalizations and valuation ranges of typical portfolios. Equity Hedge managers would typically maintain at least 50%, and may in some cases be substantially entirely invested in equities, both long and short. It is impossible to invest directly in an index.

 

6


GOTHAM FUNDS

Gotham Absolute 500 Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Mutual fund investing involves risks, including possible loss of principal. The Fund seeks to achieve long-term capital appreciation and to achieve positive returns during most annual periods in an efficient, risk-adjusted manner. The Fund will short securities. Short sales theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. The Fund will also use leverage to make additional investments which could result in greater losses than if the fund were not leveraged. The Fund may have a high turnover of its portfolio securities, resulting in higher brokerage costs, which reduce the Fund’s returns. High turnover also may result in net taxable gain to shareholders, although the Adviser generally seeks to minimize and offset short-term capital gains. There can be no guarantee that the Fund will achieve its objectives.

 

7


GOTHAM FUNDS

Gotham Enhanced Return Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $250,000 Investment in Gotham Enhance Return Fund Institutional Class Shares

vs the Standard & Poors 500® Total Return Index (“S&P 500® Total Return Index”)

 

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015   
   1 Year Since Inception   

Institutional Class Shares

  7.34% 18.70%*  

S&P 500® Total Return Index

12.98%   16.02%**  

 

*

The Gotham Enhanced Return Fund (the “Fund”) commenced operations on May 31, 2013.

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (877) 974-6852.

The Fund’s Institutional Class shares applies a 1.00% fee to the value of shares redeemed within 90 days of purchase. This redemption fee is not reflected in the returns shown above. The Fund’s total annual gross expenses, as stated in the current prospectus dated October 1, 2014, is 3.54%, for Institutional Class Shares, of the Fund’s average daily net assets. This rate may fluctuate and may differ from the actual expense incurred by the Fund for the period covered by this report. Gotham Asset Management, LLC (“Gotham” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding dividend and interest expense on securities sold short, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 2.25% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

The Fund intends to evaluate performance as compared to that of the Standard & Poor’s 500® Total Return Index (“S&P 500® Total Return Index”). The S&P 500® Total Return Index is a market capitalization weighted index of 500 large-capitalization stocks commonly used to represent the U.S. equity market. It’s returns reflect reinvested dividends. This index is unmanaged and investors cannot invest directly in this index.

Mutual fund investing involves risks, including possible loss of principal. The Fund seeks long-term capital appreciation. The Fund will short securities. Short sales theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. The Fund will also use leverage to make additional investments which could result in greater losses than if the fund were not leveraged. The securities issued by small-cap and mid-cap companies tend to be more volatile and less liquid than those of large-cap issuers. The Fund may have a high turnover of its portfolio securities, resulting in higher brokerage costs, which reduce the Fund’s returns. High turnover also may result in net taxable gain to shareholders, although the Adviser generally seeks to minimize and offset short-term capital gains. There can be no guarantee that the Fund will achieve its objectives.

 

8


GOTHAM FUNDS

Gotham Neutral Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $250,000 Investment in Gotham Neutral Fund Institutional Class Shares

vs BofA Merrill Lynch 3-Month U.S. Treasury Bill Index

 

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015   
   1 Year Since Inception*   

Institutional Class Shares

-5.00% 4.08%  
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index 0.02%    0.04%**  

 

*

The Gotham Neutral Fund (the “Fund”) commenced operations on August 30, 2013.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (877) 974-6852.

The Fund’s Institutional Class shares applies a 1.00% fee to the value of shares redeemed within 90 days of purchase. This redemption fee is not reflected in the returns shown above. The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated October 1, 2014, are 3.57% and 3.43%, respectively, for Institutional Class Shares, of the Fund’s average daily net assets. This rate may fluctuate and may differ from the actual expense incurred by the Fund for the period covered by this report. Gotham Asset Management, LLC (“Gotham” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding dividend and interest expense on securities sold short, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 2.25% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

The Fund intends to evaluate performance as compared to that of the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index. The Index is an index comprised of a single Treasury bill issue purchased at the beginning of the month and held for a full month, then sold and rolled into a newly selected Treasury bill issue. It is impossible to invest directly in an index.

 

9


GOTHAM FUNDS

Gotham Neutral Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Mutual fund investing involves risks, including possible loss of principal. The Fund seeks to achieve long-term capital appreciation with minimal correlation to the general stock market. The Fund will short securities. Short sales theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. The Fund will also use leverage to make additional investments which could result in greater losses than if the fund were not leveraged. The securities issued by small-cap and mid-cap companies tend to be more volatile and less liquid than those of large-cap issuers. The Fund may have a high turnover of its portfolio securities, resulting in higher brokerage costs, which reduce the Fund’s returns. High turnover also may result in net taxable gain to shareholders, although the Adviser generally seeks to minimize and offset short-term capital gains. There can be no guarantee that the Fund will achieve its objectives.

 

10


GOTHAM FUNDS

Fund Expense Disclosure

April 30, 2015

(Unaudited)

 

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014, and held for the entire period through April 30, 2015.

Actual Expenses

The first line for each Fund in the accompanying 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 entitled “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 Fund in the accompanying 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 your 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 funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying 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.

 

     Gotham Funds - Institutional Class                             
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Annualized Expense
Ratio*
  Expenses Paid
During Period*

Gotham Absolute Return Fund

                  

Actual

     $ 1,000.00        $ 993.40          2.79 %     $ 13.77  

Hypothetical (5% return before expenses)

       1,000.00          1,010.98          2.79 %       13.89  

Gotham Absolute 500 Fund

                  

Actual

     $ 1,000.00        $ 1,026.70          4.09 %     $ 20.56  

Hypothetical (5% return before expenses)

       1,000.00          1,004.51          4.09 %       20.33  

Gotham Enhanced Fund

                  

Actual

     $ 1,000.00        $ 1,002.90          3.20 %     $ 15.89  

Hypothetical (5% return before expenses)

       1,000.00          1,008.93          3.20 %       15.94  

Gotham Neutral Fund

                  

Actual

     $ 1,000.00        $ 950.00          3.19 %     $ 15.42  

Hypothetical (5% return before expenses)

       1,000.00          1,008.98          3.19 %       15.89  

 

11


GOTHAM FUNDS

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

 

*

Expenses are equal to a Fund’s annualized expense ratio, in the table above, which include waived fees or reimbursement expenses for the six-month period ended April 30, 2015, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. A Fund’s ending account value on the first line is based on the actual six month returns for the Institutional Class Shares of (0.66)% for the Gotham Absolute Return Fund, 2.67% for the Gotham Absolute 500 Fund, 0.29% for the Gotham Enhanced Return Fund and (5.00)% for the Gotham Neutral Fund. These amounts include dividends paid on securities which the Funds have sold short (“short-sale dividends”) and related interest expense. The annualized amount of short-sale dividends and related interest expense was 0.65% of average net assets for the Gotham Absolute Return Fund, 1.88% for Gotham Absolute 500 Fund, 1.06% for the Gotham Enhanced Return Fund and 1.02% for the Gotham Neutral Fund for the six-month period ended April 30, 2015.

 

12


GOTHAM FUNDS

Portfolio Holdings Summary Tables

April 30, 2015

(Unaudited)

 

The following table presents a summary by industry group of the portfolio holdings of the Fund:

Gotham Absolute Return Fund

 

     % of Net
Assets
  Value

LONG POSITIONS:

        

Common Stocks:

        

Capital Goods

       23.2 %     $ 848,474,391  

Retailing

       13.9         507,269,001  

Technology Hardware & Equipment

       12.1         441,122,021  

Software & Services

       11.1         405,129,243  

Pharmaceuticals, Biotechnology & Life Sciences

       9.1         331,491,237  

Food, Beverage & Tobacco

       9.0         331,051,039  

Semiconductors & Semiconductor Equipment

       7.3         267,783,458  

Consumer Durables & Apparel

       5.4         196,763,166  

Automobiles & Components

       4.9         181,391,889  

Health Care Equipment & Services

       4.8         174,306,396  

Media

       3.4         123,262,720  

Commercial & Professional Services

       3.3         122,691,004  

Consumer Services

       3.0         108,645,657  

Transportation

       2.9         107,548,080  

Household & Personal Products

       2.8         103,940,114  

Telecommunications Services

       2.3         83,033,433  

Food & Staples Retailing

       2.0         74,569,319  

Real Estate

       0.0         6  
     % of Net
Assets
  Value

SHORT POSITIONS:

        

Common Stocks:

        

Household & Personal Products

       (0.0 )%     $ (505,190 )

Food & Staples Retailing

       (0.5 )       (19,126,604 )

Automobile & Components

       (0.6 )       (22,700,369 )

Media

       (1.2 )       (42,684,587 )

Telecommunications Services

       (1.5 )       (54,181,208 )

Commercial & Professional Services

       (1.8 )       (66,126,538 )

Pharmaceuticals, Biotechnology & Life Sciences

       (2.7 )       (97,106,961 )

Food, Beverage & Tobacco

       (3.0 )       (111,134,153 )

Semiconductors & Semiconductor Equipment

       (3.4 )       (122,901,866 )

Transportation

       (3.7 )       (136,815,321 )

Consumer Services

       (3.9 )       (142,749,382 )

Retailing

       (4.2 )       (153,879,403 )

Technology Hardware & Equipment

       (4.5 )       (162,602,316 )

Consumer Durables & Apparel

       (4.5 )       (163,509,223 )

Capital Goods

       (6.9 )       (253,469,666 )

Health Care Equipment & Services

       (8.1 )       (297,265,027 )

Software & Services

       (9.4 )       (343,916,222 )

Other Assets in Excess of Liabilities

       39.4         1,439,964,786  
    

 

 

     

 

 

 

NET ASSETS

    100.0 %   $ 3,657,762,924  
    

 

 

     

 

 

 
 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

13


GOTHAM FUNDS

Portfolio Holdings Summary Tables

April 30, 2015

(Unaudited)

 

The following table presents a summary by industry group of the portfolio holdings of the Fund:

Gotham Absolute 500 Fund

 

     % of Net
Assets
  Value

LONG POSITIONS:

        

Common Stocks:

        

Technology Hardware & Equipment

       17.1 %     $ 1,813,284  

Retailing

       15.8         1,670,003  

Diversified Financials

       13.1         1,388,671  

Capital Goods

       10.6         1,120,387  

Materials

       9.3         985,305  

Health Care Equipment & Services

       8.0         847,361  

Software & Services

       8.0         841,787  

Food, Beverage & Tobacco

       7.9         841,679  

Energy

       7.9         837,057  

Insurance

       7.1         748,319  

Media

       6.0         639,776  

Food & Staples Retailing

       5.5         578,329  

Semiconductors & Semiconductor Equipment

       4.7         493,457  

Banks

       4.2         441,351  

Consumer Durables & Apparel

       4.1         435,831  

Automobiles & Components

       3.6         379,976  

Transportation

       2.9         311,243  

Pharmaceuticals, Biotechnology & Life Sciences

       2.9         310,951  

Telecommunication Services

       2.6         280,469  

Commercial & Professional Services

       0.5         56,964  

Household & Personal Products

       0.5         48,122  

Consumer Services

       0.4         38,749  

Utilities

       0.3         27,068  

Real Estate

       0.0         127  
     % of Net
Assets
  Value

SHORT POSITIONS:

        

Common Stocks:

        

Media

       (0.1 )%     $ (10,256 )

Banks

       (0.2 )       (18,823 )

Food & Staples Retailing

       (0.7 )       (76,457 )

Capital Goods

       (1.0 )       (101,970 )

Commercial & Professional Services

       (1.0 )       (107,476 )

Automobiles & Components

       (1.2 )       (126,249 )

Transportation

       (1.2 )       (129,267 )

Technology Hardware & Equipment

       (1.3 )       (135,093 )

Telecommunication Services

       (1.4 )       (145,522 )

Diversified Financials

       (1.7 )       (177,716 )

Insurance

       (2.0 )       (206,939 )

Consumer Durables & Apparel

       (2.1 )       (219,341 )

Semiconductors & Semiconductor Equipment

       (2.1 )       (223,686 )

Consumer Services

       (2.4 )       (257,835 )

Food, Beverage & Tobacco

       (2.7 )       (286,839 )

Health Care Equipment & Services

       (4.9 )       (518,717 )

Real Estate

       (5.2 )       (546,748 )

Utilities

       (5.5 )       (585,892 )

Retailing

       (6.4 )       (673,932 )

Materials

       (6.8 )       (720,153 )

Pharmaceuticals, Biotechnology & Life Sciences

       (7.0 )       (746,582 )

Software & Services

       (7.5 )       (796,385 )

Energy

       (17.9 )       (1,898,452 )

Other Assets in Excess of Liabilities

       39.3         4,157,296  
    

 

 

     

 

 

 

NET ASSETS

    100.0 %   $ 10,583,232  
    

 

 

     

 

 

 
 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

14


GOTHAM FUNDS

Portfolio Holdings Summary Tables

April 30, 2015

(Unaudited)

 

The following table presents a summary by industry group of the portfolio holdings of the Fund:

Gotham Enhanced Return Fund

 

     % of Net
Assets
  Value

LONG POSITIONS:

        

Common Stocks

        

Capital Goods

       32.6 %     $ 508,198,801  

Retailing

       19.4         302,579,173  

Technology Hardware & Equipment

       17.1         266,072,166  

Software & Services

       16.6         258,956,217  

Food, Beverage & Tobacco

       13.8         215,773,475  

Pharmaceuticals, Biotechnology & Life Sciences

       12.3         191,205,572  

Semiconductors & Semiconductor Equipment

       10.1         157,034,643  

Health Care Equipment & Services

       8.1         126,814,943  

Consumer Durables & Apparel

       8.1         125,689,742  

Automobiles & Components

       7.7         120,549,018  

Commercial & Professional Services

       5.8         91,213,208  

Media

       4.9         75,649,488  

Transportation

       4.1         63,477,341  

Consumer Services

       4.0         61,977,289  

Household & Personal Products

       3.4         53,650,355  

Telecommunication Services

       3.1         48,142,770  

Food & Staples Retailing

       2.6         39,904,082  
     % of Net
Assets
  Value

SHORT POSITIONS:

        

Common Stocks

        

Household & Personal Products

       (0.0 )%     $ (379,621 )

Food & Staples Retailing

       (0.7 )       (10,394,167 )

Automobile & Components

       (0.9 )       (14,186,745 )

Media

       (1.4 )       (21,686,468 )

Telecommunications Services

       (1.7 )       (26,643,791 )

Commercial & Professional Services

       (2.1 )       (32,161,647 )

Pharmaceuticals, Biotechnology & Life Sciences

       (2.7 )       (41,257,874 )

Food, Beverage & Tobacco

       (3.8 )       (59,878,526 )

Semiconductors & Semiconductor Equipment

       (4.0 )       (62,422,187 )

Transportation

       (4.6 )       (72,037,336 )

Consumer Services

       (5.0 )       (78,034,802 )

Retailing

       (5.3 )       (82,261,152 )

Technology Hardware & Equipment

       (5.7 )       (88,188,783 )

Consumer Durables & Apparel

       (5.7 )       (88,609,773 )

Capital Goods

       (8.7 )       (135,715,003 )

Health Care Equipment & Services

       (9.9 )       (154,026,027 )

Software & Services

       (11.5 )       (179,748,446 )

Exchange Traded Funds

       (0.8 )       (13,058,565 )

Other Assets in Excess of Liabilities

       0.8         11,880,942  
    

 

 

     

 

 

 

NET ASSETS

    100.0 %   $ 1,558,078,312  
    

 

 

     

 

 

 
 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

15


GOTHAM FUNDS

Portfolio Holdings Summary Tables

April 30, 2015

(Unaudited)

 

The following table presents a summary by industry group of the portfolio holdings of the Fund:

Gotham Neutral Fund

 

     % of Net
Assets
  Value

LONG POSITIONS:

        

Common Stocks:

        

Capital Goods

       22.9 %     $ 213,609,024  

Retailing

       14.6         136,120,165  

Technology Hardware & Equipment

       12.7         118,342,034  

Software & Services

       11.0         102,285,891  

Food, Beverage & Tobacco

       9.2         86,002,162  

Pharmaceuticals, Biotechnology & Life Sciences

       8.5         79,020,068  

Semiconductors & Semiconductor Equipment

       6.1         57,278,664  

Health Care Equipment & Services

       5.4         50,245,893  

Consumer Durables & Apparel

       5.2         48,837,917  

Automobiles & Components

       4.6         43,210,272  

Media

       3.9         36,030,936  

Commercial & Professional Services

       3.9         35,841,412  

Transportation

       3.2         29,614,854  

Telecommunication Services

       2.9         27,190,730  

Consumer Services

       2.7         25,325,032  

Food & Staples Retailing

       2.4         22,589,555  

Household & Personal Products

       2.3         21,555,720  
     % of Net
Assets
  Value

SHORT POSITIONS:

        

Common Stocks:

        

Household & Personal Products

       (0.0 )%     $ (283,175 )

Food & Staples Retailing

       (0.7 )       (6,901,112 )

Media

       (1.6 )       (14,740,002 )

Automobiles & Components

       (1.9 )       (17,844,858 )

Telecommunication Services

       (2.1 )       (19,278,076 )

Pharmaceuticals, Biotechnology & Life Sciences

       (2.6 )       (24,412,438 )

Commercial & Professional Services

       (2.8 )       (25,809,931 )

Food, Beverage & Tobacco

       (4.4 )       (40,947,110 )

Semiconductors & Semiconductor Equipment

       (5.8 )       (54,245,703 )

Consumer Services

       (6.1 )       (56,530,730 )

Transportation

       (6.3 )       (59,092,016 )

Consumer Durables & Apparel

       (7.0 )       (65,029,770 )

Technology Hardware & Equipment

       (7.0 )       (65,536,215 )

Retailing

       (7.4 )       (69,102,618 )

Capital Goods

       (11.4 )       (105,993,907 )

Health Care Equipment & Services

       (12.1 )       (112,411,286 )

Software & Services

       (16.6 )       (155,025,808 )

Other Assets in Excess of Liabilities

       74.3          692,518,827   

NET ASSETS

       100.0 %     $ 932,434,401  
 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

16


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

LONG POSITIONS - 120.5%

  

  

COMMON STOCKS — 120.5%

  

  

Automobiles & Components — 4.9%

  

Allison Transmission Holdings, Inc.†

     627,111       $ 19,239,765   

American Axle & Manufacturing Holdings, Inc.†*

     1,010,509         25,191,989   

Cooper Tire & Rubber Co.†

     59,720         2,537,503   

Dana Holding Corp.†

     1,021,754         22,039,234   

Gentex Corp.(a)

     98,751         1,713,330   

Goodyear Tire & Rubber Co. (The)†

     964,688         27,363,375   

Harley-Davidson, Inc.†(a)

     279,625         15,717,721   

Johnson Controls, Inc.†

     589,754         29,711,807   

Magna International, Inc. (Canada)

     341,716         17,232,738   

Standard Motor Products, Inc.†

     25,010         945,378   

Thor Industries, Inc.†(a)

     140,984         8,483,007   

Tower International, Inc.†*

     92,947         2,403,609   

TRW Automotive Holdings Corp.†*

     83,880         8,812,433   
     

 

 

 
    181,391,889   
     

 

 

 

Capital Goods — 23.2%

3M Co.†

  78,258      12,238,769   

AAON, Inc.†

  53,733      1,287,980   

Actuant Corp., Class A†

  200,349      4,772,313   

Aegion Corp.†*

  186,188      3,429,583   

American Woodmark Corp.*

  199      10,089   

AZZ, Inc.†(a)

  103,344      4,794,128   

Barnes Group, Inc.†

  234,492      9,403,129   

Blount International, Inc.†*

  379,790      5,036,015   

Caterpillar, Inc.†

  220,302      19,139,838   

Chart Industries, Inc.†*

  531,424      21,549,243   

Chicago Bridge & Iron Co. NV (Netherlands)(a)

  354,626      16,897,929   

CIRCOR International, Inc.(a)

  140,283      7,665,063   

Crane Co.†

  453,260      27,698,719   

Cubic Corp.†

  86,836      4,305,329   

Cummins, Inc.

  76,377      10,559,884   

Curtiss-Wright Corp.†

  230,115      16,812,202   

Danaher Corp.

  15,091      1,235,651   

Dover Corp.†(a)

  104,260      7,894,567   

Eaton Corp. PLC (Ireland)†

  112,575      7,737,280   

EMCOR Group, Inc.†

  328,711      14,670,372   

Emerson Electric Co.†

  240,992      14,177,559   

ESCO Technologies, Inc.†

  14,996      550,353   

Fastenal Co.(a)

  281,283      11,988,281   

Federal Signal Corp.†

  331,270      5,207,564   

Flowserve Corp.†

  554,970      32,482,394   

Fluor Corp.†

  108,862      6,546,961   

Generac Holdings, Inc.*

  9,096      379,212   

General Cable Corp.(a)

  300,504      4,901,220   

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

  

Capital Goods — (Continued)

  

  

General Dynamics Corp.†

     201,202       $   27,629,059   

GrafTech International Ltd.*

     76,903         372,211   

Griffon Corp.

     34,693         583,189   

Huntington Ingalls Industries, Inc.†

     220,599             29,028,622   

Hyster-Yale Materials Handling, Inc.†

     42,257         3,099,128   

II-VI, Inc.†*

     22,720         404,189   

Illinois Tool Works, Inc.†(a)

     182,296         17,059,260   

ITT Corp.†

     236,203         9,365,449   

Jacobs Engineering Group,
Inc.(a)*

     303,573         13,011,139   

John Bean Technologies Corp.

     2,976         114,844   

Kaman Corp.†(a)

     95,964         4,002,658   

Kennametal, Inc.†

     737,068         26,099,578   

Keysight Technologies, Inc.†*

     391,952         13,114,714   

L-3 Communications Holdings, Inc.†

     100,866         11,590,512   

Lincoln Electric Holdings, Inc.†

     312,851         20,917,218   

Lindsay Corp.(a)

     49,429         3,914,283   

Lockheed Martin Corp.†

     34,698         6,474,647   

Manitowoc Co., Inc. (The)(a)

     516,106         10,182,771   

Masco Corp.(a)

     650,070         17,220,354   

Meritor, Inc.(a)*

     1,457,801         19,126,349   

Moog, Inc., Class A†*

     170,875         11,940,745   

MSA Safety, Inc.†

     152,226         6,962,817   

Mueller Industries, Inc.(a)

     36,655         1,284,391   

Mueller Water Products, Inc., Class A

     261,321         2,445,965   

Orbital ATK, Inc.†

     360,918         26,404,761   

Owens Corning

     25,730         994,722   

PACCAR, Inc.(a)

     327,705         21,415,522   

Parker-Hannifin Corp.†

     156,059         18,627,202   

Precision Castparts Corp.†

     16,081         3,323,782   

RBC Bearings, Inc.†

     47,121         3,439,362   

Regal Beloit Corp.(a)

     43,086         3,369,325   

Rexnord Corp.†(a)*

     650,089         17,220,858   

Rockwell Automation, Inc.(a)

     248,523         29,474,828   

Simpson Manufacturing Co.,
Inc.(a)

     35,213         1,154,282   

Snap-on, Inc.

     53,050         7,933,628   

Spirit AeroSystems Holdings, Inc., Class A†*

     300,429         15,288,832   

SPX Corp.†

     243,518         18,750,886   

Stanley Black & Decker, Inc.†

     238,980         23,587,326   

Sun Hydraulics Corp.†(a)

     74,882         2,913,659   

Tennant Co.

     207         13,308   

Terex Corp.†(a)

     1,038,710         28,522,977   

Textron, Inc.

     164,341         7,227,717   

Thermon Group Holdings, Inc.*

     42,483         988,579   
 

 

The accompanying notes are an integral part of the financial statements.

 

17


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Capital Goods — (Continued)

  

Timken Co. (The)†(a)

     300,204       $ 11,795,015   

TransDigm Group, Inc.(a)

     11,259         2,388,372   

Trex Co., Inc.*

     8,088         379,489   

TriMas Corp.†*

     108,104         3,045,290   

United Technologies Corp.†(a)

     171,752         19,536,790   

USG Corp.(a)*

     59,653         1,583,191   

Wabash National Corp.(a)*

     1,017,756         14,268,939   

Wabtec Corp.(a)

     23,777         2,236,227   

Watts Water Technologies, Inc., Class A†

     144,775         7,897,476   

WESCO International, Inc.(a)*

     351,765         25,376,327   
     

 

 

 
    848,474,391   
     

 

 

 

Commercial & Professional Services — 3.3%

  

ACCO Brands Corp.†*

  1,134,598      8,929,286   

Cintas Corp.†(a)

  189,419      15,144,049   

Copart, Inc.*

  4,078      145,054   

Corporate Executive Board Co. (The)

  1,632      136,811   

Deluxe Corp.†

  31,581      2,044,870   

Dun & Bradstreet Corp.
(The)†

  18,417      2,351,298   

Exponent, Inc.†

  15,197      1,346,606   

FTI Consulting, Inc.†(a)*

  114,108      4,690,980   

G&K Services, Inc., Class A

  1,382      97,569   

Healthcare Services Group,
Inc.(a)

  19,300      584,211   

INC Research Holdings, Inc., Class A*

  11,845      397,281   

Korn/Ferry International†

  95,355      3,006,543   

Manpowergroup, Inc.†

  56,927      4,857,581   

Multi-Color Corp.†(a)

  72,403      4,545,460   

On Assignment, Inc.*

  11,167      375,770   

Pitney Bowes, Inc.†

  832,112      18,614,345   

Ritchie Bros Auctioneers, Inc. (Canada)

  263,650      6,667,708   

Robert Half International, Inc.†

  106,641      5,913,243   

RPX Corp.*

  27,374      425,939   

ServiceMaster Global Holdings, Inc.†*

  72,148      2,493,435   

Towers Watson & Co.,
Class A†

  139,689      17,727,233   

UniFirst Corp.†

  47,850      5,418,056   

Waste Management, Inc.(a)

  173,591      8,597,962   

West Corp.†(a)

  264,288      8,179,714   
     

 

 

 
  122,691,004   
     

 

 

 

Consumer Durables & Apparel — 5.4%

  

Brunswick Corp.†

  31,220      1,562,249   

Carter’s, Inc.†

  180,953      18,069,967   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

  

Consumer Durables & Apparel — (Continued)

  

Coach, Inc.(a)

     34,526       $ 1,319,238   

Deckers Outdoor Corp.†(a)*

     226,935         16,793,190   

Ethan Allen Interiors, Inc.†

     19,326         468,076   

Fossil Group, Inc.†*

     278,321         23,373,398   

Garmin Ltd. (Switzerland)

     593,953         26,840,736   

Harman International Industries, Inc.†

     57,693         7,522,013   

Helen Of Troy Ltd. (Bemuda)*

     11,931         1,045,275   

Iconix Brand Group, Inc.†(a)*

     320,738         8,438,617   

lululemon athletica, Inc.(a)*

     4,985         317,245   

Michael Kors Holdings Ltd. (British Virgin Islands)*

     373,580         23,109,659   

PVH Corp.†

     72,331         7,475,409   

Ralph Lauren Corp.

     24,644         3,287,756   

Tupperware Brands Corp.(a)

     181,262         12,119,177   

Universal Electronics, Inc.†*

     57,577         3,105,703   

Vera Bradley, Inc.(a)*

     380,640         5,420,314   

VF Corp.†(a)

     218,551         15,829,649   

Wolverine World Wide, Inc.(a)

     672,486         20,665,495   
     

 

 

 
    196,763,166   
     

 

 

 

Consumer Services — 3.0%

  

American Public Education, Inc.†*

  61,932      1,727,283   

Apollo Education Group,
Inc.(a)*

  52,344      878,594   

Boyd Gaming Corp.(a)*

  814,676      10,753,723   

Capella Education Co.†

  57,653      3,114,992   

Cracker Barrel Old Country Store, Inc.(a)

  46,376      6,143,892   

DeVry Education Group, Inc.†

  436,858      13,210,586   

DineEquity, Inc.†

  75,739      7,303,512   

Graham Holdings Co.,
Class B(a)

  1,061      1,085,329   

Hillenbrand, Inc.†

  89,293      2,624,321   

Hyatt Hotels Corp.†(a)*

  253,646      14,724,150   

Interval Leisure Group,
Inc.†(a)

  209,668      5,197,670   

Jack in the Box, Inc.†

  88,079      7,642,615   

Marriott International, Inc., Class A

  3,646      291,862   

Service Corp. International†(a)

  437,947      12,122,373   

Speedway Motorsports, Inc.

  21,909      501,716   

Strayer Education, Inc.(a)*

  16,210      822,171   

Wyndham Worldwide Corp.†

  240,057      20,500,868   
     

 

 

 
  108,645,657   
     

 

 

 

Food & Staples Retailing — 2.0%

  

CVS Health Corp.†

  88,728      8,809,803   

Fresh Market, Inc. (The)(a)*

  153,454      5,392,374   

Ingles Markets, Inc., Class A

  6,109      255,723   

Kroger Co. (The)

  41,337      2,848,533   
 

 

 

The accompanying notes are an integral part of the financial statements.

 

18


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Food & Staples Retailing — (Continued)

  

Rite Aid Corp.†*

     1,118,220       $ 8,621,476   

SpartanNash Co.

     40,853         1,232,535   

SUPERVALU, Inc.†*

     2,185,088         19,206,924   

Wal-Mart Stores, Inc.†

     350,839         27,382,984   

Weis Markets, Inc.(a)

     18,466         818,967   
     

 

 

 
  74,569,319   
     

 

 

 

Food, Beverage & Tobacco — 9.0%

  

Altria Group, Inc.†

  518,983      25,975,099   

Archer-Daniels-Midland Co.†

  162,665      7,951,065   

B&G Foods, Inc.(a)

  45,229      1,374,962   

Bunge, Ltd. (Bermuda)†

  70,723      6,108,346   

Coca-Cola Co. (The)†

  207,659      8,422,649   

Coca-Cola Enterprises, Inc.†

  246,488      10,946,532   

ConAgra Foods, Inc.†(a)

  794,302      28,714,017   

Dr Pepper Snapple Group, Inc.†

  242,380      18,076,700   

Flowers Foods, Inc.†(a)

  668,007      14,923,276   

Hormel Foods Corp.†

  90,926      4,941,828   

Ingredion, Inc.†

  90,549      7,189,591   

Kellogg Co.†(a)

  411,602      26,066,755   

Keurig Green Mountain, Inc.†

  31,104      3,619,572   

Lancaster Colony Corp.†

  28,931      2,593,953   

Lorillard, Inc.†

  229,304      16,019,177   

McCormick & Co., Inc., non-voting shares†

  66,857      5,034,332   

Mead Johnson Nutrition Co.

  6,483      621,849   

Molson Coors Brewing Co., Class B

  98,736      7,258,083   

Monster Beverage Corp.†*

  55,852      7,657,868   

National Beverage Corp.*

  35,315      789,290   

PepsiCo, Inc.†

  208,047      19,789,431   

Philip Morris International, Inc.†

  256,255      21,389,605   

Pilgrim’s Pride Corp.(a)

  1,662,700      41,068,690   

Reynolds American, Inc.

  18,998      1,392,553   

Sanderson Farms, Inc.(a)

  409,398      30,753,978   

Vector Group, Ltd.(a)

  558,548      12,371,838   
     

 

 

 
    331,051,039   
     

 

 

 

Health Care Equipment & Services — 4.8%

  

Abiomed, Inc.(a)*

  6,851      433,120   

Air Methods Corp.(a)*

  15,832      723,522   

Amedisys, Inc.*

  34,540      960,557   

Anika Therapeutics,
Inc.†(a)*

  99,382      3,390,914   

Becton Dickinson and Co.

  988      139,180   

Cardinal Health, Inc.†

  61,075      5,151,066   

Chemed Corp.(a)

  19,951      2,299,353   

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Health Care Equipment & Services — (Continued)

  

Computer Programs & Systems, Inc.(a)

     20,948       $ 1,096,209   

Cyberonics, Inc.(a)*

     71,456         4,352,385   

DENTSPLY International, Inc.†

     606,562         30,934,662   

Edwards Lifesciences Corp.†*

     102,954         13,039,124   

Express Scripts Holding Co.†*

     80,486         6,953,990   

Globus Medical, Inc.,
Class A†(a)*

     129,814         3,101,256   

Greatbatch, Inc.†*

     121,147         6,532,246   

Halyard Health, Inc.(a)*

     160,508         7,781,428   

ICU Medical, Inc.†*

     58,517         4,937,079   

Kindred Healthcare, Inc.(a)

     760,681         17,457,629   

Laboratory Corp. of America

     

Holdings†*

     29,762         3,558,345   

Meridian Bioscience, Inc.

     104,070         1,844,120   

Natus Medical, Inc.†*

     177,982         6,711,701   

Omnicare, Inc.(a)

     75,755         6,664,925   

Quality Systems, Inc.†(a)

     432,435         6,743,824   

Quest Diagnostics, Inc.†

     140,939         10,065,863   

St Jude Medical, Inc.†

     105,295         7,375,915   

Teleflex, Inc.(a)

     91,741         11,280,473   

Universal Health Services, Inc., Class B†

     11,206         1,310,542   

Varian Medical Systems, Inc.*

     106,550         9,466,968   
     

 

 

 
    174,306,396   
     

 

 

 

Household & Personal Products — 2.8%

  

Avon Products, Inc.†

  1,335,522      10,911,215   

Church & Dwight Co., Inc.

  59,942      4,865,492   

Clorox Co. (The)†

  119,947      12,726,377   

Colgate-Palmolive Co.

  4,145      278,876   

Energizer Holdings, Inc.†

  173,341      23,681,847   

Estee Lauder Cos., Inc. (The), Class A

  58,443      4,750,831   

Inter Parfums, Inc.

  35,875      1,082,708   

Kimberly-Clark Corp.†

  18,886      2,071,605   

Procter & Gamble Co. (The)†

  270,863      21,536,317   

Revlon, Inc., Class A*

  52,659      2,059,494   

Spectrum Brands Holdings,
Inc.†(a)

  218,477      19,975,352   
     

 

 

 
  103,940,114   
     

 

 

 

Media — 3.4%

Clear Channel Outdoor Holdings, Inc., Class A†

  3,732      42,470   

Comcast Corp., Class A

  89,504      5,169,751   

Cumulus Media, Inc.,
Class A*

  81,590      186,025   
 

 

The accompanying notes are an integral part of the financial statements.

 

19


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

  

Media — (Continued)

  

  

Discovery Communications, Inc., Class A*

     152,075       $ 4,921,147   

Gannett Co., Inc.†

     299,986         10,295,520   

Interpublic Group of Cos, Inc. (The)†

     1,082,302         22,555,174   

John Wiley & Sons, Inc., Class A

     72         4,095   

Loral Space & Communications, Inc.†*

     54,323         3,748,287   

Meredith Corp.

     12,973         675,115   

National CineMedia, Inc.

     105,456         1,607,149   

New York Times Co. (The), Class A(a)

     595,052         7,967,746   

Nexstar Broadcasting Group, Inc., Class A(a)

     240,752         14,074,362   

Omnicom Group, Inc.†(a)

     149,876         11,354,606   

Scholastic Corp.

     20,007         813,084   

Scripps Networks Interactive, Inc., Class A(a)

     26,268         1,835,082   

Sinclair Broadcast Group, Inc., Class A(a)

     249,153         7,634,048   

Time Warner, Inc.

     77,945         6,579,337   

Time, Inc.(a)

     402,821         9,196,403   

Tribune Media Co., Class A†

     260,448         14,603,319   
     

 

 

 
    123,262,720   
     

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences — 9.1%

  

AbbVie, Inc.(a)

  67,121      4,340,044   

Amgen, Inc.†

  213,203      33,666,886   

Bio-Rad Laboratories, Inc.†*

  119,719      16,096,220   

Bruker Corp.†*

  108,331      2,053,956   

Depomed, Inc.†(a)*

  868,905      20,210,730   

Gilead Sciences, Inc.†*

  391,878      39,387,658   

Johnson & Johnson†

  306,564      30,411,149   

Lannett Co., Inc.(a)*

  687,333      39,521,648   

Medivation, Inc.(a)*

  49,838      6,017,440   

NewLink Genetics Corp.(a)*

  569,198      25,386,231   

PAREXEL International Corp.†*

  507,141      32,241,489   

PDL BioPharma, Inc.(a)

  2,046,108      13,647,540   

Pfizer, Inc.†

  837,498      28,416,307   

Prestige Brands Holdings, Inc.*

  211      8,282   

Quintiles Transnational Holdings, Inc.†*

  159,055      10,478,543   

Sucampo Pharmaceuticals,
Inc.(a)*

  137,427      2,440,704   

United Therapeutics Corp.†*

  144,616      23,093,729   

Waters Corp.*

  32,532      4,072,681   
     

 

 

 
  331,491,237   
     

 

 

 

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

  

Real Estate — 0.0%

     

Communications Sales & Leasing, Inc.*

           $ 6   
     

 

 

 

Retailing — 13.9%

Abercrombie & Fitch Co.,
Class A(a)

  537,213        12,076,548   

Asbury Automotive Group, Inc.*

  25,126      2,111,338   

Barnes & Noble, Inc.†(a)*

  639,543      14,005,992   

Bed Bath & Beyond, Inc.*

  227,057      15,998,436   

Best Buy Co., Inc.†

  729,583      25,280,051   

Big Lots, Inc.(a)

  599,630      27,325,139   

Brown Shoe Co., Inc.†(a)

  308,717      9,168,895   

Buckle, Inc. (The)(a)

  199,890      8,955,072   

Burlington Stores, Inc.†*

  21,922      1,130,518   

Cato Corp. (The), Class A†

  187,884      7,391,357   

Chico’s FAS, Inc.(a)

  631,518      10,647,393   

Children’s Place, Inc.
(The)(a)

  215,435      13,068,287   

Core-Mark Holding Co., Inc.†

  67,236      3,544,010   

Dick’s Sporting Goods, Inc.

  13,181      715,201   

Dillard’s, Inc., Class A†

  115,088      15,144,430   

Dollar General Corp.†

  64,734      4,706,809   

Dollar Tree, Inc.†*

  154,253      11,786,472   

DSW, Inc., Class A†

  106,841      3,875,123   

Foot Locker, Inc.†(a)

  340,577      20,247,303   

Gap, Inc. (The)†

  698,062      27,671,178   

Genesco, Inc.†(a)*

  122,737      8,295,794   

Genuine Parts Co.†

  162,488      14,599,547   

GNC Holdings, Inc.,
Class A†

  160,189      6,896,136   

Guess?, Inc.(a)

  1,147,998      21,019,843   

Hibbett Sports, Inc.(a)*

  320,848      15,015,686   

Home Depot, Inc. (The)

  90,587      9,690,997   

JC Penney Co., Inc.(a)*

  271,488      2,253,350   

Kohl’s Corp.(a)

  317,099      22,720,143   

L Brands, Inc.(a)

  20,748      1,854,041   

Lands’ End, Inc.(a)*

  332,815      9,778,105   

Liberty Interactive Corp.,
Class A†*

  128,677      3,700,751   

Lowe’s Cos., Inc.†(a)

  238,900      16,450,654   

Macy’s, Inc.†

  291,633      18,848,241   

Michaels Cos., Inc. (The)†*

  181,612      4,696,486   

Murphy USA, Inc.†*

  264,023      17,248,623   

Office Depot, Inc.†(a)*

  1,741,902      16,060,336   

Outerwall, Inc.(a)

  319,895      21,250,625   

Ross Stores, Inc.†

  188,776      18,666,171   

Sally Beauty Holdings, Inc.†*

  296,582      9,256,324   

Sonic Automotive, Inc., Class A

  1,486      34,698   

Target Corp.†

  180,960      14,265,077   
 

 

The accompanying notes are an integral part of the financial statements.

 

20


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Retailing — (Continued)

  

  

TJX Cos., Inc. (The)†

     182,692       $ 11,790,942   

Zumiez, Inc.(a)*

     253,134         8,026,879   
     

 

 

 
    507,269,001   
     

 

 

 

Semiconductors & Semiconductor Equipment — 7.3%

  

Advanced Energy Industries,
Inc.†(a) *

  386,107      9,444,177   

Applied Materials, Inc.

  1,398,444      27,675,207   

Cabot Microelectronics Corp.†*

  171,278      8,101,449   

Cypress Semiconductor Corp.†

  467,655      6,229,165   

Diodes, Inc.*

  173,233      4,628,786   

Fairchild Semiconductor International, Inc.(a)*

  738,318      13,411,546   

First Solar, Inc.(a)*

  533,715      31,846,774   

Integrated Device Technology, Inc.†*

  767,977      13,969,502   

Intel Corp.†

  358,098      11,656,090   

Linear Technology Corp.

  118,185      5,451,874   

Marvell Technology Group Ltd. (Bermuda)†

  1,674,130      23,454,561   

Micron Technology, Inc.*

  57,105      1,606,364   

Microsemi Corp.*

  16,915      564,284   

MKS Instruments, Inc.†(a)

  272,663      9,491,399   

OmniVision Technologies, Inc.†*

  543,720      15,167,069   

Pentair PLC (Ireland)†

  190,536      11,841,812   

Skyworks Solutions, Inc.†

  69,384      6,400,674   

Teradyne, Inc.

  1,490,080      27,193,960   

Tessera Technologies, Inc.†

  499,750      18,045,972   

Texas Instruments, Inc.†(a)

  398,502      21,602,793   
     

 

 

 
  267,783,458   
     

 

 

 

Software & Services — 11.1%

  

Accenture PLC, Class A
(Ireland)†(a)

  202,216      18,735,312   

Alliance Data Systems Corp.†*

  37,119      11,035,851   

Amdocs, Ltd. (Channel
Islands)†

  87,639      4,826,280   

ANSYS, Inc.*

  12,844      1,102,529   

Aspen Technology, Inc.†*

  350,050      15,538,720   

Automatic Data Processing, Inc.

  86,228      7,289,715   

AVG Technologies NV (Netherlands)†*

  88,766      2,123,283   

Booz Allen Hamilton Holding Corp.†(a)

  461,241      12,684,128   

Broadridge Financial Solutions, Inc.†

  194,733      10,500,003   

CA, Inc.†(a)

  303,466      9,641,115   

CACI International, Inc.,
Class A*

  9,385      828,132   

CGI Group, Inc., Class A (Canada)*

  314,045      13,211,873   

Computer Sciences Corp.†

  467,146      30,107,560   

DST Systems, Inc.†(a)

  173,494      19,965,690   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Software & Services — (Continued)

  

Electronic Arts, Inc.†*

     566,103       $ 32,884,923   

Engility Holdings, Inc.†(a)

     85,140         2,372,852   

Euronet Worldwide, Inc.†*

     35,474         2,074,520   

Inovalon Holdings, Inc.,
Class A(a)*

     18,779         474,170   

International Business Machines Corp.†(a)

     31,339         5,368,057   

Leidos Holdings, Inc.†

     434,299         18,084,210   

MAXIMUS, Inc.†

     92,281         5,906,907   

MicroStrategy, Inc., Class A*

     4,233         770,914   

NetScout Systems, Inc.(a)*

     123,699         5,084,029   

NeuStar, Inc., Class A(a)*

     803,821         24,114,630   

NIC, Inc.†

     177,890         3,024,130   

Oracle Corp.†

     89,592         3,908,003   

Progress Software Corp.†*

     115,815         3,057,516   

Rovi Corp.(a)*

     334,204         6,186,116   

Science Applications International Corp.†(a)

     310,292         15,545,629   

Stamps.com, Inc.†*

     5,389         333,525   

Sykes Enterprises, Inc.†*

     10,490         262,565   

Symantec Corp.†

     157,041         3,914,247   

Teradata Corp.*

     663,416         29,183,670   

TiVo, Inc.†*

     796,586         8,802,275   

VASCO Data Security International, Inc.(a)*

     380,918         9,682,936   

VeriSign, Inc.*

     187,421         11,903,108   

Virtusa Corp.†(a)*

     29,998         1,193,920   

Visa, Inc., Class A†

     50,324         3,323,900   

WebMD Health Corp.*

     118,998         5,253,762   

Western Union Co. (The)(a)

     1,196,906         24,273,254   

Xerox Corp.†

     1,787,416         20,555,284   
     

 

 

 
    405,129,243   
     

 

 

 

Technology Hardware & Equipment — 12.1%

  

ADTRAN, Inc.

  174,157      2,892,748   

Anixter International, Inc.*

  4,723      333,444   

Apple, Inc.

  249,000      31,162,350   

ARRIS Group, Inc.†*

  646,064      21,756,205   

Arrow Electronics, Inc.†*

  344,033      20,542,210   

Avnet, Inc.†

  167,485      7,139,886   

AVX Corp.†

  114,037      1,570,290   

Benchmark Electronics, Inc.*

  92,996      2,188,196   

Brocade Communications Systems, Inc.†

  2,148,990      24,283,587   

CDW Corp.†

  416,335      15,953,957   

Celestica, Inc. (Canada)*

  231,088      2,821,584   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

21


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Technology Hardware & Equipment — (Continued)

  

Cisco Systems, Inc.†

     138,358       $ 3,988,861   

Coherent, Inc.†*

     123,266         7,395,960   

CommScope Holding Co., Inc.†*

     506,457         14,945,546   

Corning, Inc.†

     774,641         16,213,236   

Diebold, Inc.†

     414,525         14,413,034   

F5 Networks, Inc.*

     1,632         199,137   

FEI Co.

     15,527         1,171,667   

FLIR Systems, Inc.†

     97,107         2,999,635   

Harris Corp.†

     207,007         16,610,242   

Hewlett-Packard Co.†

     422,373         13,925,638   

Insight Enterprises, Inc.†*

     98,566         2,820,959   

InterDigital, Inc.†(a)

     396,723         21,708,683   

Itron, Inc.†*

     103,580         3,714,379   

Jabil Circuit, Inc.†

     297,252         6,694,115   

Lexmark International, Inc.,
Class A†(a)

     202,954         9,009,128   

Littelfuse, Inc.

     7,858         770,005   

Methode Electronics, Inc.†

     339,628         14,420,605   

Motorola Solutions, Inc.

     8,397         501,721   

NCR Corp.†(a)*

     870,684         23,891,569   

NetApp, Inc.†

     437,507         15,859,629   

NETGEAR, Inc.*

     129,155         3,909,522   

OSI Systems, Inc.†*

     53,443         3,591,904   

Polycom, Inc.†*

     1,229,227         16,041,412   

QUALCOMM, Inc.

     336,218         22,862,824   

Rogers Corp.†(a)*

     60,242         4,380,196   

SanDisk Corp.†

     215,368         14,416,734   

Sanmina Corp.†*

     495,463         10,072,763   

Vishay Intertechnology, Inc.(a)

     1,096,288         13,900,932   

Western Digital Corp.†

     264,735         25,875,199   

Zebra Technologies Corp.,
Class A†*

     45,312         4,172,329   
     

 

 

 
    441,122,021   
     

 

 

 

Telecommunication Services — 2.3%

  

Arista Networks, Inc.(a)*

  44,864      2,871,745   

Atlantic Tele-Network, Inc.†

  30,186      1,992,880   

BCE, Inc. (Canada)

  134,589      5,936,721   

CenturyLink, Inc.†

  328,463      11,811,529   

Frontier Communications Corp.(a)

  1,721,711      11,810,937   

Intelsat SA (Luxembourg)(a)*

  147,737      1,860,009   

Rogers Communications, Inc.,
Class B (Canada)

  312,260      11,150,805   

Shenandoah Telecommunications Co.

  22,862      787,825   

Verizon Communications, Inc.

  672,561      33,923,977   
     Number
of Shares
    Value  

COMMON STOCKS — (Continued)

  

Telecommunication Services — (Continued)

  

Windstream Holdings,
Inc.(a)

     75,942      $ 887,005   
    

 

 

 
  83,033,433   
    

 

 

 

Transportation — 2.9%

  

ArcBest Corp.†(a)

  259,350      9,258,795   

CH Robinson Worldwide, Inc.

  2,306      148,483   

Con-way, Inc.†

  122,052      5,016,337   

Delta Air Lines, Inc.†(a)

       651,788      29,095,816   

Expeditors International of Washington, Inc.†

  1,684      77,178   

JetBlue Airways Corp.*

  7,569      155,392   

Landstar System, Inc.†(a)

  120,130      7,485,300   

Matson, Inc.†

  260,210      10,538,505   

Southwest Airlines Co.†

  541,307      21,955,412   

Swift Transportation Co.*

  7,841      189,752   

United Continental Holdings, Inc.†*

  395,499      23,627,110   
    

 

 

 
  107,548,080   
    

 

 

 

TOTAL COMMON STOCKS
(Cost $4,151,983,653)

   

  4,408,472,174   
    

 

 

 

TOTAL LONG POSITIONS - 120.5%

(Cost $4,151,983,653)

  

  

  4,408,472,174   
    

 

 

 

SHORT POSITIONS — (59.9%)

  

COMMON STOCKS — (59.9)%

  

Automobiles & Components — (0.6)%

  

BorgWarner, Inc.

  (28,190   (1,668,848

Cooper-Standard Holding, Inc.*

  (2,483   (151,513

Federal-Mogul Holdings Corp.*

  (145,989   (1,883,258

Lear Corp.

  (22,583   (2,507,390

Superior Industries International, Inc.

  (4,395   (81,747

Tesla Motors, Inc.*

  (72,584   (16,407,613
    

 

 

 
  (22,700,369
    

 

 

 

Capital Goods — (6.9)%

  

AAR Corp.

  (216,671   (6,552,131

Advanced Drainage Systems, Inc.

  (382,917   (10,721,676

AECOM*

  (502,342   (15,853,914

Alamo Group, Inc.

  (1,077   (66,537

Applied Industrial Technologies, Inc.

  (182,971   (7,642,699

Astec Industries, Inc.

  (75,446   (3,174,768

Babcock & Wilcox Co. (The)

  (166,670   (5,386,774

Beacon Roofing Supply, Inc.*

  (364,350   (10,828,482

Briggs & Stratton Corp.

  (394,843   (7,719,181

Builders FirstSource, Inc.*

  (210,158   (2,681,616

 

 

 

The accompanying notes are an integral part of the financial statements.

 

22


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
    Value  

COMMON STOCKS — (Continued)

  

Capital Goods — (Continued)

  

CAE, Inc. (Canada)

     (52,430   $ (650,656

Comfort Systems Usa, Inc.

     (166,669     (3,448,382

Donaldson Co., Inc.

     (31,991     (1,195,504

Dycom Industries, Inc.*

     (50,643     (2,328,565

Encore Wire Corp.

     (19,589     (881,701

EnerSys

     (934     (63,419

EnPro Industries, Inc.

     (4,112     (263,209

Exelis, Inc.

     (124,631     (3,055,952

Graco, Inc.

     (11,082     (793,693

Granite Construction, Inc.

     (17,482     (606,800

Hexcel Corp.

     (33,831     (1,696,625

Ingersoll-Rand PLC (Ireland)

     (53,400     (3,515,856

Joy Global, Inc.

     (29,712     (1,266,920

KBR, Inc.

     (684,410     (11,956,643

Lennox International, Inc.

     (58,589     (6,208,090

MasTec, Inc.*

     (316,545     (5,678,817

MRC Global, Inc.*

     (1,246,851     (18,204,025

MSC Industrial Direct Co., Inc., Class A

     (33,711     (2,395,504

NCI Building Systems, Inc.*

     (55,761     (863,180

Nortek, Inc.*

     (15,891     (1,344,696

Oshkosh Corp.

     (262,355     (14,125,193

Ply Gem Holdings, Inc.*

     (165,458     (2,246,920

Polypore International, Inc.*

     (29,826     (1,746,611

Power Solutions International, Inc.*

     (29,414     (1,876,613

Primoris Services Corp.

     (343,063     (6,597,101

Proto Labs, Inc.*

     (35,055     (2,453,850

Quanex Building Products Corp.

     (19,562     (377,547

Quanta Services, Inc.*

     (452,516     (13,082,238

Raven Industries, Inc.

     (179,330     (3,575,840

Rush Enterprises, Inc., Class A*

     (36,434     (952,385

Sensata Technologies Holding NV
(Netherlands)*

     (295,754     (16,328,578

SolarCity Corp.*

     (146,000     (8,767,300

Standex International Corp.

     (9,225     (746,026

Taser International, Inc.*

     (431,757     (13,034,744

Textainer Group Holdings Ltd. (Bermuda)

     (166,256     (5,037,557

Titan International, Inc.

     (119,214     (1,238,633

Toro Co. (The)

     (85,195     (5,711,473

Tutor Perini Corp.*

     (300,918     (6,379,462

Universal Forest Products, Inc.

     (19,072     (1,055,063

Valmont Industries, Inc.

     (104     (13,106

WABCO Holdings, Inc.*

     (46,821     (5,826,873
     Number
of Shares
    Value  

COMMON STOCKS — (Continued)

  

Capital Goods — (Continued)

  

Watsco, Inc.

     (43,649   $ (5,250,538
    

 

 

 
  (253,469,666
    

 

 

 

Commercial & Professional Services — (1.8)%

  

ABM Industries, Inc.

  (550   (17,628

Acacia Research Corp.

  (53,539   (590,000

ADT Corp. (The)

  (19,225   (722,860

Advisory Board Co.
(The)*

  (299,845   (15,558,957

Clean Harbors, Inc.*

  (3,688   (203,762

Covanta Holding Corp.

  (37,592   (762,742

HNI Corp.

  (67,038   (3,126,652

Huron Consulting Group, Inc.*

  (32,028   (1,941,537

ICF International, Inc.*

  (16,453   (633,440

Kelly Services, Inc., Class A

  (71,542   (1,174,720

Knoll, Inc.

  (125,232   (2,851,533

Paylocity Holding Corp.*

  (46,112   (1,298,053

Rollins, Inc.

  (47,517   (1,178,422

Stantec, Inc., (Canada)

  (407   (10,985

Tetra Tech, Inc.

  (162,821   (4,414,077

TriNet Group, Inc.*

  (51,500   (1,803,530

TrueBlue, Inc.*

  (333,452   (9,596,749

United Stationers, Inc.

  (166,838   (6,775,291

US Ecology, Inc.

  (196,710   (9,227,666

WageWorks, Inc.*

  (84,086   (4,237,934
    

 

 

 
  (66,126,538
    

 

 

 

Consumer Durables & Apparel — (4.5)%

  

Crocs, Inc.*

  (991,634   (13,089,569

DR Horton, Inc.

  (89,175   (2,265,045

Gildan Activewear, Inc. (Canada)

  (528,480   (16,758,101

Hanesbrands, Inc.

  (297,695   (9,252,361

KB Home

  (332,234   (4,814,071

La-Z-Boy, Inc.

  (259,904   (6,812,084

Libbey, Inc.

  (6,009   (236,454

MDC Holdings, Inc.

  (555,753   (14,916,411

Meritage Homes Corp.*

  (347,101   (14,845,510

PulteGroup, Inc.

  (652,727   (12,597,631

Ryland Group, Inc. (The)

  (49,351   (2,034,248

Smith & Wesson Holding Corp.*

  (716,679   (10,653,433

Standard Pacific Corp.*

  (1,435,770   (11,629,737

Taylor Morrison Home Corp., Class A*

  (71,262   (1,319,772

Tri Pointe Homes, Inc.*

  (923,061   (13,181,311

Under Armour, Inc., Class A*

  (164,605   (12,765,118

Whirlpool Corp.

  (50,679   (8,899,232

 

 

 

The accompanying notes are an integral part of the financial statements.

 

23


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
    Value  

COMMON STOCKS — (Continued)

  

Consumer Durables & Apparel — (Continued)

  

William Lyon Homes, Class A*

     (343,609   $ (7,439,135
    

 

 

 
  (163,509,223
    

 

 

 

Consumer Services — (3.9)%

  

2U, Inc.*

  (121,702   (3,238,490

Carnival Corp. (Panama)

  (42,173   (1,854,347

Churchill Downs, Inc.

  (44,731   (5,330,593

ClubCorp Holdings, Inc.

  (236,677   (5,180,860

Domino’s Pizza, Inc.

  (958   (103,320

Fiesta Restaurant Group, Inc.*

  (76,517   (3,867,934

Grand Canyon Education, Inc.*

  (2,845   (128,822

International Speedway Corp., Class A

  (156,090   (5,675,432

Krispy Kreme Doughnuts, Inc.*

  (109,820   (1,954,796

Life Time Fitness, Inc.*

  (224,727   (16,067,980

LifeLock, Inc.*

  (353   (5,157

Matthews International Corp., Class A

  (3,929   (190,674

MGM Resorts International*

  (325,028   (6,874,342

Noodles & Co.*

  (7,486   (149,870

Norwegian Cruise Line Holdings Ltd. (Bermuda)*

  (244,443   (11,857,930

Panera Bread Co., Class A*

  (54,653   (9,973,079

Papa John’s International, Inc.

  (14,526   (891,461

Penn National Gaming, Inc.*

  (864,569   (13,902,270

Red Robin Gourmet Burgers, Inc.*

  (88,685   (6,659,357

Regis Corp.*

  (181,800   (3,003,336

Royal Caribbean Cruises, Ltd. (Liberia)

  (154,490   (10,514,589

Six Flags Entertainment Corp.

  (52,535   (2,470,196

Starwood Hotels & Resorts Worldwide, Inc.

  (7,616   (654,595

Texas Roadhouse, Inc.

  (85,586   (2,875,690

Wendy’s Co. (The)

  (681,348   (6,895,242

Wynn Resorts Ltd.

  (146,498   (16,271,533

Yum! Brands, Inc.

  (71,632   (6,157,487
    

 

 

 
  (142,749,382
    

 

 

 

Food & Staples Retailing — (0.5)%

  

PriceSmart, Inc.

  (47,227   (3,799,884

Smart & Final Stores, Inc.*

  (65,099   (1,127,515

Sprouts Farmers Market, Inc.*

  (159,108   (5,089,069

United Natural Foods, Inc.*

  (135,045   (9,110,136
    

 

 

 
  (19,126,604
    

 

 

 

Food, Beverage & Tobacco — (3.0)%

  

Boston Beer Co., Inc. (The),
Class A*

  (12,596   (3,121,289
     Number
of Shares
    Value  

COMMON STOCKS — (Continued)

  

Food, Beverage & Tobacco — (Continued)

  

Boulder Brands, Inc.*

     (214,509   $ (2,046,416

Calavo Growers, Inc.

     (39,618     (2,006,652

Coca-Cola Bottling Co. Consolidated

     (21,650     (2,446,450

Constellation Brands, Inc.,
Class A*

     (65,549     (7,599,751

Cott Corp. (Canada)

     (523,549     (4,560,112

Darling Ingredients, Inc.*

     (1,030,200     (14,072,532

Dean Foods Co.

     (594,544     (9,661,340

J&J Snack Foods Corp.

     (11,761     (1,227,025

JM Smucker Co. (The)

     (20,507     (2,377,171

Kraft Foods Group, Inc.

     (83,952     (7,114,932

Post Holdings, Inc.*

     (335,942     (15,769,117

Snyders-Lance, Inc.

     (58,713     (1,733,795

TreeHouse Foods, Inc.*

     (168,704     (13,708,887

Tyson Foods, Inc., Class A

     (87,999     (3,475,960

Universal Corp.

     (168,990     (7,947,600

WhiteWave Foods Co. (The)*

     (278,943     (12,265,124
    

 

 

 
  (111,134,153
    

 

 

 

Health Care Equipment & Services — (8.1)%

  

Acadia Healthcare Co., Inc.*

  (118,909   (8,145,266

Accuray, Inc.*

  (213,129   (1,732,739

Adeptus Health, Inc., Class A*

  (98,592   (6,257,634

Allscripts Healthcare Solutions, Inc.*

  (995,559   (13,240,935

AmerisourceBergen Corp.

  (46,293   (5,291,290

AMN Healthcare Services, Inc.*

  (353,505   (8,063,449

Analogic Corp.

  (92,941   (7,853,514

AngioDynamics, Inc.*

  (8,377   (139,812

athenahealth, Inc.*

  (111,074   (13,624,337

Bio-Techne Corp.

  (96,159   (9,227,418

Boston Scientific Corp.*

  (46,608   (830,555

Brookdale Senior Living, Inc.*

  (416,641   (15,094,903

Cantel Medical Corp.

  (32,480   (1,454,779

Capital Senior Living Corp.*

  (57,133   (1,495,171

Cardiovascular Systems, Inc.*

  (219,192   (6,860,710

Catamaran Corp. (Canada)*

  (43,487   (2,580,953

Cerner Corp.*

  (58,633   (4,210,436

Community Health Systems, Inc.*

  (70,518   (3,785,406

Cooper Cos., Inc. (The)

  (58,537   (10,423,684

Cynosure, Inc., Class A*

  (6,849   (228,894

DexCom, Inc.*

  (136,723   (9,238,373

Endologix, Inc.*

  (581,053   (9,041,185

Ensign Group, Inc. (The)

  (137,058   (5,771,512

HealthSouth Corp.

  (232,618   (10,518,986

HeartWare International, Inc.*

  (98,301   (7,442,369

Hill-Rom Holdings, Inc.

  (292,710   (14,617,937
 

 

The accompanying notes are an integral part of the financial statements.

 

24


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Health Care Equipment & Services — (Continued)

  

IDEXX Laboratories, Inc.*

    (14,115   $ (1,769,598

Insulet Corp.*

    (491,493     (14,671,066

Intuitive Surgical, Inc.*

    (17,037     (8,450,011

K2M Group Holdings, Inc.*

    (151,674     (3,186,671

LDR Holding Corp.*

    (238,816     (8,083,922

LifePoint Hospitals, Inc.*

    (3,261     (244,184

Medidata Solutions, Inc.*

    (11,972     (639,664

Novadaq Technologies, Inc. (Canada)*

    (308,639     (3,336,388

NuVasive, Inc.*

    (28,353     (1,268,230

NxStage Medical, Inc.*

    (426,008     (7,808,727

Ocular Therapeutix, Inc.*

    (45,815     (1,005,639

Owens & Minor, Inc.

    (321,520     (10,841,654

Providence Service Corp. (The)*

    (114,052     (4,849,491

ResMed, Inc.

    (28,898     (1,847,738

Select Medical Holdings Corp.

    (119,507     (1,738,827

Spectranetics Corp. (The)*

    (369,538     (9,478,650

Thoratec Corp.*

    (232,022     (9,306,402

Tornier NV (Netherlands)*

    (211,164     (5,462,813

Wright Medical Group, Inc.*

    (573,802     (14,557,357

Zeltiq Aesthetics, Inc.*

    (376,083     (11,545,748
   

 

 

 
    (297,265,027
   

 

 

 

Household & Personal Products — 0.0%

  

WD-40 Co.

  (6,240   (505,190
   

 

 

 
  (505,190
   

 

 

 

Media — (1.2)%

AMC Networks, Inc., Class A*

  (255   (19,237

Carmike Cinemas, Inc.*

  (249,398   (7,526,832

Charter Communications, Inc., Class A*

  (9,304   (1,740,406

Liberty Global PLC, Class C (United Kingdom)*

  (60,483   (3,051,367

Live Nation Entertainment, Inc.*

  (234,224   (5,869,653

Media General, Inc.*

  (917,723   (15,500,341

New Media Investment Group, Inc.

  (13,369   (309,225

Rentrak Corp.*

  (94,448   (4,476,835

Thomson Reuters Corp. (Canada)

  (44,522   (1,828,073

World Wrestling Entertainment, Inc., Class A

  (176,052   (2,362,618
   

 

 

 
  (42,684,587
   

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences — (2.7)%

  

Acceleron Pharma, Inc.*

  (41,586   (1,149,853

Achillion Pharmaceuticals, Inc.*

  (57,491   (503,046
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Pharmaceuticals, Biotechnology & Life Sciences — (Continued)

   

Aegerion Pharmaceuticals, Inc.*

    (31,327   $ (728,666

Agios Pharmaceuticals, Inc.*

    (27,756     (2,562,989

Akorn, Inc.*

    (17,429     (725,744

Albany Molecular Research, Inc.*

    (200,433     (3,619,820

Alnylam Pharmaceuticals, Inc.*

    (4,096     (417,260

Amicus Therapeutics, Inc.*

    (13,441     (135,216

Atara Biotherapeutics, Inc.*

    (36     (1,492

Bellicum Pharmaceuticals, Inc.*

    (6,857     (164,431

BioCryst Pharmaceuticals, Inc.*

    (441,290     (4,099,584

BioDelivery Sciences International, Inc.*

    (343,495     (2,768,570

Celldex Therapeutics, Inc.*

    (60,627     (1,455,048

Cempra, Inc.*

    (95,734     (3,014,664

Chimerix, Inc.*

    (16,776     (570,384

Coherus Biosciences, Inc.*

    (103,487     (2,252,912

Diplomat Pharmacy, Inc.*

    (290,578     (10,408,504

Dyax Corp.*

    (7,909     (189,104

Endo International PLC (Ireland)*

    (44,559     (3,745,852

Fluidigm Corp.*

    (251,270     (9,412,574

Genomic Health, Inc.*

    (106,292     (2,877,324

Horizon Pharma PLC (Ireland)*

    (85,996     (2,418,208

Infinity Pharmaceuticals, Inc.*

    (23,780     (301,293

Intra-cellular Therapies, Inc.*

    (95,370     (1,950,316

KYTHERA Biopharmaceuticals, Inc.*

    (1,859     (81,220

MacroGenics, Inc.*

    (57,425     (1,642,929

Medicines Co. (The)*

    (339,895     (8,704,711

Nektar Therapeutics*

    (484,310     (4,610,631

Novavax, Inc.*

    (386,695     (2,989,152

Ophthotech Corp.*

    (4,713     (213,405

OvaScience, Inc.*

    (18,185     (449,988

Pacira Pharmaceuticals, Inc.*

    (15,249     (1,044,252

PTC Therapeutics, Inc.*

    (54,800     (3,219,500

Raptor Pharmaceutical Corp.*

    (94,333     (954,650

Relypsa, Inc.*

    (25,553     (739,248

Seattle Genetics, Inc.*

    (72,021     (2,473,201

Synageva BioPharma Corp.*

    (36,066     (3,316,629

Tetraphase Pharmaceuticals, Inc.*

    (181,795     (6,413,728

TG Therapeutics, Inc.*

    (20,899     (291,750

Vertex Pharmaceuticals, Inc.*

    (18,071     (2,227,793

ZS Pharma, Inc.*

    (59,399     (2,261,320
   

 

 

 
    (97,106,961
   

 

 

 

Retailing — (4.2)%

1-800-Flowers.com, Inc., Class A*

  (80,971   (855,863
 

 

The accompanying notes are an integral part of the financial statements.

 

25


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Retailing — (Continued)

  

 

Advance Auto Parts, Inc.

    (66,456   $ (9,503,208

CarMax, Inc.*

    (142,659     (9,716,504

Expedia, Inc.

    (90,805     (8,556,555

Finish Line, Inc. (The), Class A

    (203,637     (4,995,216

FTD Cos, Inc.*

    (182,471     (5,207,722

Group 1 Automotive, Inc.

    (44,288     (3,497,866

Groupon, Inc.*

    (1,196,110     (8,277,081

Habit Restaurants, Inc. (The), Class A*

    (110,155     (3,648,334

HomeAway, Inc.*

    (63,325     (1,769,934

Lithia Motors, Inc., Class A

    (126,722     (12,637,985

LKQ Corp.*

    (365,208     (9,886,181

Mattress Firm Holding Corp.*

    (90,547     (5,349,517

Men’s Wearhouse, Inc. (The)

    (97,280     (5,505,075

Monro Muffler Brake, Inc.

    (92,882     (5,562,703

Netflix, Inc.*

    (11,841     (6,589,516

Penske Automotive Group, Inc.

    (42,537     (2,076,231

Performance Sports Group Ltd. (Canada)*

    (61,962     (1,257,829

Pier 1 Imports, Inc.

    (1,052,539     (13,314,618

Shutterfly, Inc.*

    (182,594     (8,172,907

Signet Jewelers Ltd. (Bermuda)

    (27,071     (3,631,033

Tuesday Morning Corp.*

    (260,709     (4,124,416

Vista Outdoor, Inc.*

    (2,335     (102,180

Walgreens Boots Alliance, Inc.

    (152,230     (12,624,434

Wayfair, Inc., Class A*

    (96,651     (3,104,430

zulily, Inc., Class A*

    (313,844     (3,912,065
   

 

 

 
    (153,879,403
   

 

 

 

Semiconductors & Semiconductor Equipment — (3.4)%

  

Advanced Micro Devices, Inc.*

  (3,581,026   (8,093,119

Altera Corp.

  (60,255   (2,511,428

Analog Devices, Inc.

  (47,246   (2,921,693

Atmel Corp.

  (735,280   (5,573,422

Cavium, Inc.*

  (56,218   (3,642,364

Cree, Inc.*

  (496,776   (15,737,864

Entegris, Inc.*

  (681,768   (9,074,332

Freescale Semiconductor Ltd. (Bermuda)*

  (180,292   (7,047,614

Inphi Corp.*

  (436,246   (9,357,477

Intersil Corp., Class A

  (27,990   (373,666

Lattice Semiconductor Corp.*

  (546,622   (3,241,468

M/A-COM Technology Solutions Holdings, Inc.*

  (349,162   (10,638,966

Micrel, Inc.

  (238,922   (3,249,339
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Semiconductors & Semiconductor Equipment — (Continued)

  

Monolithic Power Systems, Inc.

    (27,285   $ (1,414,182

Power Integrations, Inc.

    (199,205     (9,858,655

Semtech Corp.*

    (294,972     (6,869,898

Silicon Laboratories, Inc.*

    (27,792     (1,436,013

SunEdison, Inc.*

    (169,014     (4,279,434

Synaptics, Inc.*

    (70,899     (6,006,563

Ultratech, Inc.*

    (74,963     (1,496,261

Veeco Instruments, Inc.*

    (341,515     (10,078,108
   

 

 

 
    (122,901,866
   

 

 

 

Software & Services — (9.4)%

ACI Worldwide, Inc.*

  (91,818   (2,114,569

Acxiom Corp.*

  (58,672   (1,024,413

Akamai Technologies, Inc.*

  (50,335   (3,713,716

Autodesk, Inc.*

  (236,992   (13,468,255

Barracuda Networks, Inc.*

  (178,584   (7,238,010

Blackbaud, Inc.

  (147,679   (7,462,220

Blackhawk Network Holdings, Inc., Class B*

  (75,285   (2,763,712

Bottomline Technologies de, Inc.*

  (53,265   (1,425,371

Callidus Software, Inc.*

  (297,574   (3,675,039

Cardtronics, Inc.*

  (44,664   (1,685,173

Castlight Health, Inc., Class B*

  (341,034   (2,567,986

Cimpress NV (Netherlands)*

  (1,583   (132,877

CommVault Systems, Inc.*

  (360,281   (16,482,856

Convergys Corp.

  (528,721   (11,991,392

CoreLogic, Inc.*

  (150,758   (5,896,145

Cornerstone OnDemand, Inc.*

  (55,609   (1,592,086

CoStar Group, Inc.*

  (5,259   (1,075,097

Cvent, Inc.*

  (154,781   (4,160,513

Dealertrack Technologies, Inc.*

  (76,393   (3,003,009

Ellie Mae, Inc.*

  (253,596   (13,947,780

Fair Isaac Corp.

  (119,125   (10,537,798

Fleetcor Technologies, Inc.*

  (11,799   (1,898,341

Fortinet, Inc.*

  (380,303   (14,352,635

Gigamon, Inc.*

  (23,199   (682,747

Global Eagle Entertainment, Inc.*

  (279,792   (3,572,944

Global Payments, Inc.

  (2,553   (256,015

Globant SA (Luxembourg)*

  (56,140   (1,179,501

Heartland Payment Systems, Inc.

  (32,703   (1,664,583

Hortonworks, Inc.*

  (26,961   (543,803

HubSpot, Inc.*

  (162,799   (6,301,949

Imperva, Inc.*

  (149,669   (6,827,900

Infoblox, Inc.*

  (38,677   (911,230

Interactive Intelligence Group, Inc.*

  (130,355   (5,733,013
 

 

The accompanying notes are an integral part of the financial statements.

 

26


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Software & Services — (Continued)

  

 

LivePerson, Inc.*

    (222,757   $ (2,093,916

LogMeIn, Inc.*

    (27,708     (1,778,299

Manhattan Associates, Inc.*

    (53,887     (2,832,301

Marketo, Inc.*

    (238,473     (6,784,557

Mentor Graphics Corp.

    (144,204     (3,450,802

Monotype Imaging Holdings, Inc.

    (8,108     (262,780

NetSuite, Inc.*

    (135,116     (12,913,036

New Relic, Inc.*

    (137,109     (4,454,671

Nuance Communications, Inc.*

    (909,697     (13,945,655

Proofpoint, Inc.*

    (172,317     (9,301,672

PROS Holdings, Inc.*

    (228,649     (5,082,867

Qlik Technologies, Inc.*

    (394,144     (13,712,270

RealPage, Inc.*

    (205,209     (4,071,347

Red Hat, Inc.*

    (42,295     (3,183,122

salesforce.com inc*

    (72,904     (5,308,869

ServiceNow, Inc.*

    (64,279     (4,811,926

Shutterstock, Inc.*

    (22,287     (1,504,150

Splunk, Inc.*

    (148,801     (9,872,202

Synchronoss Technologies, Inc.*

    (326,060     (14,959,633

Take-Two Interactive Software, Inc.*

    (447,309     (10,601,223

TeleTech Holdings, Inc.

    (102,451     (2,657,579

Twitter, Inc.*

    (103,563     (4,034,814

Ultimate Software Group, Inc. (The)*

    (36,518     (6,070,022

Varonis Systems, Inc.*

    (146,755     (4,219,206

Verifone Systems, Inc.*

    (51,300     (1,835,001

Verint Systems, Inc.*

    (37,959     (2,331,821

Workday, Inc., Class A*

    (158,186     (14,428,145

Yelp, Inc.*

    (5,795     (228,265

Zendesk, Inc.*

    (65,850     (1,518,501

Zynga, Inc., Class A*

    (6,442,813     (15,784,892
   

 

 

 
    (343,916,222
   

 

 

 

Technology Hardware & Equipment — (4.5)%

  

Amkor Technology, Inc.*

  (630,355   (4,431,396

Amphenol Corp., Class A

  (74   (4,097

Badger Meter, Inc.

  (29,133   (1,812,655

Belden, Inc.

  (14,457   (1,213,665

Belmond Ltd., Class A (Bermuda)*

  (183   (2,255

CalAmp Corp.*

  (115,370   (2,273,943

Cray, Inc.*

  (274,499   (7,710,677

Dolby Laboratories, Inc., Class A

  (50,419   (2,029,869

Electronics For Imaging, Inc.*

  (100,536   (4,195,367

FARO Technologies, Inc.*

  (154,067   (6,136,489

Finisar Corp.*

  (678,166   (13,787,115

Ingram Micro, Inc., Class A*

  (557,581   (14,028,738
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Technology Hardware & Equipment — (Continued)

  

Ixia*

    (290,404   $ (3,479,040

JDS Uniphase Corp.*

    (620,702     (7,858,087

Knowles Corp.*

    (248,682     (4,767,234

Mitel Networks Corp. (Canada)*

    (379,542     (3,525,945

MTS Systems Corp.

    (66,430     (4,688,629

Nimble Storage, Inc.*

    (659,911     (16,141,423

Plexus Corp.*

    (173,709     (7,478,172

QLogic Corp.*

    (620,785     (9,125,540

Ruckus Wireless, Inc.*

    (568,245     (6,637,102

ScanSource, Inc.*

    (58,933     (2,348,480

Stratasys Ltd. (Israel)*

    (56,463     (2,114,539

Super Micro Computer, Inc.*

    (203,439     (5,852,940

SYNNEX Corp.

    (92,411     (7,069,442

TE Connectivity Ltd. (Switzerland)

    (15,088     (1,004,106

Trimble Navigation Ltd.*

    (46,743     (1,188,674

Universal Display Corp.*

    (327,883     (14,449,804

ViaSat, Inc.*

    (339     (20,381

Zayo Group Holdings, Inc.*

    (272,185     (7,226,512
   

 

 

 
    (162,602,316
   

 

 

 

Telecommunication Services — (1.5)%

  

8x8, Inc.*

  (751,122   (6,557,295

Cogent Communications Holdings, Inc.

  (167,317   (5,854,422

Consolidated Communications Holdings, Inc.

  (287,320   (6,053,832

Etsy, Inc.*

  (80,852   (1,798,148

Iridium Communications, Inc.*

  (916,737   (9,323,215

Level 3 Communications, Inc.*

  (21,774   (1,218,038

RingCentral, Inc., Class A*

  (456,220   (7,860,671

Sprint Corp.*

  (1,527,617   (7,836,675

T-Mobile US, Inc.*

  (131,152   (4,464,414

United States Cellular Corp.*

  (87,043   (3,214,498
   

 

 

 
  (54,181,208
   

 

 

 

Transportation — (3.7)%

  

Allegiant Travel Co.

  (36,991   (5,687,736

Atlas Air Worldwide Holdings, Inc.*

  (200,925   (9,793,084

CSX Corp.

  (31,472   (1,135,824

Echo Global Logistics, Inc.*

  (25,173   (727,500

Forward Air Corp.

  (38,307   (1,929,524

Genesee & Wyoming, Inc., Class A*

  (26,238   (2,438,822

Hawaiian Holdings, Inc.*

  (355,842   (8,212,833

Hub Group, Inc., Class A*

  (214,862   (8,572,994

JB Hunt Transport Services, Inc.

  (68,084   (5,936,925

Kirby Corp.*

  (176,385   (13,851,514
 

 

The accompanying notes are an integral part of the financial statements.

 

27


GOTHAM ABSOLUTE RETURN FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Transportation — (Continued)

  

 

Knight Transportation, Inc.

    (448,043   $ (12,948,443

Marten Transport Ltd.

    (133,535     (2,972,489

Republic Airways Holdings, Inc.*

    (149,995     (1,835,939

Roadrunner Transportation Systems, Inc.*

    (247,620     (6,059,261

Ryder System, Inc.

    (10,370     (988,883

Saia, Inc.*

    (148,520     (6,052,190

Skywest, Inc.

    (365,802     (4,993,197

Spirit Airlines, Inc.*

    (153,927     (10,539,382

UTi Worldwide, Inc. (British Virgin Islands)*

    (915,118     (8,263,516

Werner Enterprises, Inc.

    (205,473     (5,521,060

Wesco Aircraft Holdings, Inc.*

    (356,222     (5,585,561

XPO Logistics, Inc.*

    (263,271     (12,768,644
   

 

 

 
  (136,815,321
   

 

 

 

TOTAL COMMON STOCK
(Proceeds $2,207,719,613)

  (2,190,674,036
   

 

 

 

TOTAL SECURITES SOLD
SHORT - (59.9)%

   

  (2,190,674,036
   

 

 

 

(Proceeds $2,207,719,613)

OTHER ASSETS IN EXCESS OF LIABILITIES - 39.4%

   

  1,439,964,786   
   

 

 

 

NET ASSETS - 100.0%

  

$ 3,657,762,924   
   

 

 

 

 

Security position is either entirely or partially held in a segregated account as collateral for securities sold short.

(a) 

All or portion of the security is on loan. (See Note 5 of the Notes to Financial Statements)

*

Non-income producing.

 

 

The accompanying notes are an integral part of the financial statements.

 

28


GOTHAM ABSOLUTE 500 FUND

Portfolio of Investments

April 30, 2015

 

    Number        
    of Shares     Value  
LONG POSITIONS - 143.0%   
COMMON STOCKS — 143.0%   

Automobiles & Components — 3.6%

  

Delphi Automotive PLC (Jersey)†

    18      $ 1,494   

General Motors Co.

    4,073        142,799   

Goodyear Tire & Rubber Co. (The)†

    986        27,968   

Harley-Davidson, Inc.†

    1,296        72,848   

Johnson Controls, Inc.

    2,677        134,867   
   

 

 

 
  379,976   
   

 

 

 

Banks — 4.2%

Bank of America Corp.

  814      12,967   

BB&T Corp.†(a)

  56      2,144   

Comerica, Inc.

  11      522   

Fifth Third Bancorp†(a)

  5,183      103,660   

Huntington Bancshares, Inc.

  27      293   

JPMorgan Chase & Co.†

  2,321      146,826   

KeyCorp.†(a)

  39      563   

M&T Bank Corp.(a)

  7      838   

PNC Financial Services Group, Inc. (The)†

  499      45,773   

Regions Financial Corp.†

  2,897      28,478   

SunTrust Banks, Inc.

  40      1,660   

US Bancorp†

  137      5,873   

Wells Fargo & Co.†(a)

  1,657      91,301   

Zions Bancorporation

  16      453   
   

 

 

 
  441,351   
   

 

 

 

Capital Goods — 10.6%

3M Co.†

  41      6,412   

AMETEK, Inc.(a)

  11      577   

Caterpillar, Inc.†

  635      55,169   

Cummins, Inc.

  38      5,254   

Danaher Corp.

  55      4,503   

Dover Corp.†

  13      984   

Emerson Electric Co.†(a)

  53      3,118   

Flowserve Corp.†(a)

  835      48,873   

Fluor Corp.†(a)

  924      55,569   

General Dynamics Corp.†(a)

  1,621              222,596   

Honeywell International, Inc.

  47      4,743   

Illinois Tool Works, Inc.†

  484      45,293   

L-3 Communications Holdings,
Inc.†(a)

  386      44,355   

Lockheed Martin Corp.†

  507      94,606   

Masco corp.†

  426      11,285   

Northrop Grumman Corp.†

  1,067      164,361   

Pall Corp.(a)

  7      681   

Parker-Hannifin Corp.†(a)

  886          105,753   

Precision Castparts Corp.(a)

  187      38,651   

Raytheon Co.†

  973      101,192   
    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

 

Capital Goods — (Continued)

   

Rockwell Automation, Inc.†

    795      $ 94,287   

Rockwell Collins, Inc.

    2        195   

Roper Technologies, Inc.

    7        1,177   

Snap-on, Inc.†

    14        2,094   

United Rentals, Inc.(a)*

    7        676   

United Technologies Corp.

    68        7,735   

WW Grainger, Inc.(a)

    1        248   
   

 

 

 
        1,120,387   
   

 

 

 

Commercial & Professional Services — 0.5%

  

Dun & Bradstreet Corp. (The)†(a)

  223      28,470   

Pitney Bowes, Inc.†

  1,249      27,940   

Robert Half International, Inc.

  10      554   
   

 

 

 
  56,964   
   

 

 

 

Consumer Durables & Apparel — 4.1%

  

Coach, Inc.†

  22      841   

Fossil Group, Inc.*

  316      26,538   

Garmin Ltd. (Switzerland)(a)

  1,192      53,867   

Hasbro, Inc.†(a)

  776      54,933   

Michael Kors Holdings Ltd. (British Virgin Islands)*

  1,249      77,263   

Mohawk Industries, Inc.*

  4      694   

Newell Rubbermaid, Inc.†

  20      763   

PVH Corp.†(a)

  512      52,915   

Ralph Lauren Corp.†(a)

  543      72,442   

VF Corp.†

  1,305      94,521   

Whirlpool Corp.†

  6      1,054   
   

 

 

 
  435,831   
   

 

 

 

Consumer Services — 0.4%

Darden Restaurants, Inc.

  4      255   

Marriott International, Inc., Class A

  21      1,681   

Starwood Hotels & Resorts Worldwide, Inc.

  9      774   

Wyndham Worldwide Corp.†

  422      36,039   
   

 

 

 
  38,749   
   

 

 

 

Diversified Financials — 13.1%

  

American Express Co.

  403      31,212   

Ameriprise Financial, Inc.

  14      1,754   

BlackRock, Inc.†(a)

  183      66,601   

Capital One Financial Corp.†

  3,067      247,967   

CME Group, Inc.(a)

  1,706      155,092   

Discover Financial Services†

  2,790      161,736   

Franklin Resources, Inc.†

  3,867      199,383   

Goldman Sachs Group, Inc. (The)†

  1,277      250,828   
 

 

The accompanying notes are an integral part of the financial statements.

 

29


GOTHAM ABSOLUTE 500 FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Diversified Financials — (Continued)

  

Intercontinental Exchange, Inc.

    5      $ 1,123   

Invesco, Ltd. (Bermuda)

    33        1,367   

Legg Mason, Inc.

    702        36,960   

McGraw Hill Financial, Inc.†

    20        2,086   

Moody’s Corp.†

    15        1,613   

NASDAQ OMX Group, Inc.
(The)†(a)

    1,049        51,013   

Navient Corp.†

    2,499        48,830   

T Rowe Price Group, Inc.(a)

    1,615        131,106   
   

 

 

 
        1,388,671   
   

 

 

 

Energy — 7.9%

Baker Hughes, Inc.†

  2,104      144,040   

Cameron International Corp.†*

  1,212      66,442   

Chesapeake Energy Corp.†

  4,120      64,972   

Ensco PLC, Class A (United Kingdom)

  1,456      39,720   

FMC Technologies, Inc.*

  1,433      63,195   

Halliburton Co.†

  65      3,182   

National Oilwell Varco, Inc.†

  2,603      141,629   

Phillips 66†

  115      9,121   

Schlumberger Ltd. (Curacao)

  689      65,186   

Tesoro Corp.†(a)

  454      38,967   

Transocean Ltd. (Switzerland)(a)

  2,251      42,364   

Valero Energy Corp.†

  2,781      158,239   
   

 

 

 
  837,057   
   

 

 

 

Food & Staples Retailing — 5.5%

  

CVS Health Corp.†(a)

  2,434      241,672   

Sysco Corp.†

  1,297      48,028   

Wal-Mart Stores, Inc.†

  3,698      288,629   
   

 

 

 
  578,329   
   

 

 

 

Food, Beverage & Tobacco — 7.9%

  

Altria Group, Inc.†(a)

  3,616      180,981   

Archer-Daniels-Midland Co.

  36      1,760   

Campbell Soup Co.(a)

  1,443      64,517   

Coca-Cola Enterprises, Inc.†

  1,382      61,375   

ConAgra Foods, Inc.

  33      1,193   

Dr Pepper Snapple Group, Inc.†

  624      46,538   

General Mills, Inc.(a)

  1,184      65,523   

Hormel Foods Corp.

  20      1,087   

JM Smucker Co. (The)(a)

  7      811   

Kellogg Co.†

  2,210      139,959   

Kraft Foods Group, Inc.†

  34      2,881   

Lorillard, Inc.†(a)

  2,000      139,720   

Mondelez International, Inc., Class A

  58      2,225   
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Food, Beverage & Tobacco — (Continued)

  

PepsiCo, Inc.

    104      $ 9,892   

Philip Morris International, Inc.†

    1,244                 103,837   

Reynolds American, Inc.†

    259        18,985   

Tyson Foods, Inc., Class A(a)

    10        395   
   

 

 

 
  841,679   
   

 

 

 

Health Care Equipment & Services — 8.0%

  

Aetna, Inc.†

  1,252      133,801   

Anthem, Inc.†

  958      144,591   

Cardinal Health, Inc.

  495      41,748   

Cigna Corp.†

  1,172      146,078   

DENTSPLY International, Inc.(a)

  875      44,625   

Express Scripts Holding Co.*

  57      4,925   

HCA Holdings, Inc.(a)*

  32      2,368   

Henry Schein, Inc.(a)*

  6      823   

Humana, Inc.†

  484      80,150   

Laboratory Corp. of America Holdings*

  3      359   

Medtronic PLC (Ireland)†

  65      4,839   

Quest Diagnostics, Inc.†

  495      35,353   

St Jude Medical, Inc.†

  773      54,149   

UnitedHealth Group, Inc.†

  1,305      145,377   

Varian Medical Systems, Inc.(a)*

  3      267   

Zimmer Holdings, Inc.†

  72      7,908   
   

 

 

 
        847,361   
   

 

 

 

Household & Personal Products — 0.5%

  

Clorox Co. (The)

  7      743   

Estee Lauder Cos., Inc. (The), Class A

  341      27,720   

Kimberly-Clark Corp.(a)

  27      2,962   

Procter & Gamble Co. (The)

  210      16,697   
   

 

 

 
  48,122   
   

 

 

 

Insurance — 7.1%

  

Ace Ltd. (Switzerland)*

  3      321   

Aflac, Inc.†

  2,558      161,256   

Allstate Corp. (The)†

  817      56,912   

American International Group, Inc.

  2,310      130,030   

Aon PLC (United Kingdom)

  21      2,021   

Assurant, Inc.

  431      26,489   

Hartford Financial Services Group, Inc. (The)

  9      367   

Lincoln National Corp.†

  256      14,461   

Loews Corp.

  29      1,208   

Marsh & McLennan Cos, Inc.†(a)

  1,925      108,108   
 

 

The accompanying notes are an integral part of the financial statements.

 

30


GOTHAM ABSOLUTE 500 FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Insurance — (Continued)

   

MetLife, Inc.†

    2,711      $ 139,047   

Progressive Corp. (The)†(a)

    46        1,226   

Travelers Cos, Inc. (The)†

    1,057        106,873   
   

 

 

 
  748,319   
   

 

 

 

Materials — 9.3%

Avery Dennison Corp.

  310      17,233   

Ball Corp.†

  436      32,007   

Dow Chemical Co. (The)(a)

  4,608            235,008   

Freeport-McMoRan, Inc.

  6,439      149,836   

International Flavors & Fragrances, Inc.(a)

  6      688   

International Paper Co.†

  2,385      128,122   

Lyondellbasell Industries NV, Class A (Netherlands)

  3,026      313,252   

Newmont Mining Corp.

  71      1,881   

Nucor Corp.

  920      44,951   

Praxair, Inc.

  22      2,682   

Sealed Air Corp.†(a)

  1,308      59,645   
   

 

 

 
  985,305   
   

 

 

 

Media — 6.0%

CBS Corp., Class B, non-voting shares†

  3,150      195,709   

Comcast Corp., Class A†

  478      27,609   

DIRECTV†*

  39      3,537   

Discovery Communications, Inc., Class A(a)*

  3,858      124,845   

Gannett Co., Inc.†(a)

  1,410      48,391   

Interpublic Group of Cos, Inc.
(The)†

  19      396   

News Corp.(a)*

  627      9,894   

Omnicom Group, Inc.†

  671      50,835   

Scripps Networks Interactive, Inc., Class A

  2      140   

Time Warner Cable, Inc.

  4      622   

Time Warner, Inc.†

  1,045      88,208   

Viacom, Inc., Class B†(a)

  1,290      89,590   
   

 

 

 
  639,776   
   

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences — 2.9%

  

AbbVie, Inc.

  123      7,953   

Amgen, Inc.

  58      9,159   

Gilead Sciences, Inc.†(a)*

  2,194      220,519   

Johnson & Johnson†

  215      21,328   

Merck & Co, Inc.

  266      15,843   

Pfizer, Inc.†

  1,046      35,491   

Waters Corp.*

  1      125   
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Pharmaceuticals, Biotechnology & Life Sciences — (Continued)

   

Zoetis, Inc.

    12      $ 533   
   

 

 

 
  310,951   
   

 

 

 

Real Estate — 0.0%

Plum Creek Timber Co., Inc.

  3      127   
   

 

 

 

Retailing — 15.8%

AutoZone, Inc.†*

  2      1,345   

Bed Bath & Beyond, Inc.(a)*

  1,109      78,140   

Best Buy Co., Inc.(a)

  2,182      75,606   

Dollar General Corp.†(a)

  1,431      104,048   

Dollar Tree, Inc.†(a)*

  1,278      97,652   

Family Dollar Stores, Inc.

  4      313   

GameStop Corp., Class A(a)

  670      25,822   

Gap, Inc. (The)(a)

  2,616      103,698   

Genuine Parts Co.†

  522      46,902   

Home Depot, Inc. (The)†

  101      10,805   

Kohl’s Corp.†

  1,249      89,491   

L Brands, Inc.†

  1,815      162,188   

Lowe’s Cos, Inc.

  1,286      88,554   

Macy’s, Inc.†(a)

  2,117      136,822   

Nordstrom, Inc.

  91      6,876   

Ross Stores, Inc.†

  16      1,582   

Target Corp.†(a)

  3,754      295,928   

Tiffany & Co.†

  803      70,246   

TJX Cos, Inc. (The)†

  4,239      273,585   

Urban Outfitters, Inc.*

  10      400   
   

 

 

 
        1,670,003   
   

 

 

 

Semiconductors & Semiconductor Equipment — 4.7%

  

Altera Corp.†(a)

  15      625   

First Solar, Inc.*

  624      37,234   

Intel Corp.†

  5,876      191,264   

KLA-Tencor Corp.

  992      58,330   

Lam Research Corp.

  13      983   

Linear Technology Corp.(a)

  18      830   

Micron Technology, Inc.(a)*

  84      2,363   

NVIDIA Corp.(a)

  3,386      75,152   

Texas Instruments, Inc.

  1,037      56,216   

Xilinx, Inc.†(a)

  1,625      70,460   
   

 

 

 
  493,457   
   

 

 

 

Software & Services — 8.0%

  

Accenture PLC, Class A (Ireland)†

  1,302      120,630   

CA, Inc.†

  2,724      86,542   

Computer Sciences Corp.†(a)

  877      56,523   
 

 

The accompanying notes are an integral part of the financial statements.

 

31


GOTHAM ABSOLUTE 500 FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Software & Services — (Continued)

  

 

eBay, Inc.*

    19      $ 1,107   

Electronic Arts, Inc.*

    8        465   

International Business Machines Corp.†

    1,182        202,465   

Microsoft Corp.†

    1,482        72,085   

Oracle Corp.†

    1,967        85,801   

Paychex, Inc.(a)

    28        1,355   

Symantec Corp.

    4,240        105,682   

Teradata Corp.†(a)*

    919        40,427   

Total System Services, Inc.

    13        514   

VeriSign, Inc.(a)*

    10        635   

Visa, Inc., Class A

    28        1,849   

Western Union Co. (The)(a)

    3,240        65,707   
   

 

 

 
  841,787   
   

 

 

 

Technology Hardware & Equipment — 17.1%

  

Apple, Inc.†

  2,433      304,490   

Cisco Systems, Inc.

  9,486      273,481   

F5 Networks, Inc.(a)*

  5      610   

FLIR Systems, Inc.(a)

  376      11,615   

Harris Corp.†

  646      51,835   

Hewlett-Packard Co.†

  9,641      317,864   

Juniper Networks, Inc.†(a)

  2,008      53,071   

Motorola Solutions, Inc.†(a)

  1,365      81,559   

NetApp, Inc.†

  2,023      73,334   

QUALCOMM, Inc.†

  4,315      293,420   

SanDisk Corp.†(a)

  1,396      93,448   

Seagate Technology PLC (Ireland)†

  2,003      117,616   

Western Digital Corp.†

  1,442      140,941   
   

 

 

 
        1,813,284   
   

 

 

 

Telecommunication Services — 2.6%

  

AT&T, Inc.†(a)

  403      13,960   

CenturyLink, Inc.(a)

  22      791   

Verizon Communications, Inc.†(a)

  5,268      265,718   
   

 

 

 
  280,469   
   

 

 

 

Transportation — 2.9%

  

Delta Air Lines, Inc.†

  5,072      226,414   

Expeditors International of Washington, Inc.(a)

  717      32,860   

Norfolk Southern Corp.

  15      1,513   

Southwest Airlines Co.

  51      2,069   

Union Pacific Corp.

  41      4,355   

United Parcel Service, Inc., Class B†

  438      44,032   
   

 

 

 
  311,243   
   

 

 

 
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Utilities — 0.3%

   

AGL Resources, Inc.

    537      $ 26,995   

Integrys Energy Group, Inc.

    1        73   
   

 

 

 
  27,068   
   

 

 

 

TOTAL COMMON STOCKS
(Cost $14,593,614)

  15,136,266   
   

 

 

 

TOTAL LONG POSITIONS - 143.0%

  

$       15,136,266   
   

 

 

 

(Cost $14,593,614)

SHORT POSITIONS - (82.3)%

  

COMMON STOCKS — (82.3)%

  

Automobiles & Components — (1.2)%

  

BorgWarner, Inc.

  (10   (592

Ford Motor Co.

  (7,953   (125,657
   

 

 

 
  (126,249
   

 

 

 

Banks — (0.2)%

Citigroup, Inc.

  (19   (1,013

Hudson City Bancorp, Inc.

  (1,902   (17,689

People’s United Financial, Inc.

  (8   (121
   

 

 

 
  (18,823
   

 

 

 

Capital Goods — (1.0)%

Deere & Co.

  (1   (91

Eaton Corp. PLC

  (16   (1,100

Fastenal Co.

  (6   (256

Ingersoll-rand PLC (Ireland)

  (947   (62,350

Jacobs Engineering Group, Inc.*

  (1   (43

Joy Global, Inc.

  (4   (171

Paccar, Inc.

  (15   (980

Pentair PLC

  (138   (8,577

Quanta Services, Inc.*

  (28   (809

Stanley Black & Decker, Inc.

  (276   (27,241

Textron, Inc.

  (8   (352
   

 

 

 
  (101,970
   

 

 

 

Commercial & Professional Services — (1.0)%

  

ADT Corp. (The)

  (617   (23,199

Cintas Corp.

  (1   (80

Equifax, Inc.

  (5   (485

Nielsen NV (Netherlands)

  (1,323   (59,456

Republic Services, Inc.

  (588   (23,890

Stericycle, Inc.*

  (2   (267

Waste Management, Inc.

  (2   (99
   

 

 

 
  (107,476
   

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

32


GOTHAM ABSOLUTE 500 FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number              
      of Shares       Value  

COMMON STOCKS — (Continued)

  

   

Consumer Durables & Apparel — (2.1)%

  

DR Horton, Inc.

    (1,316       (33,426

Hanesbrands, Inc.

    (1,444       (44,879

Leggett & Platt, Inc.

    (495                     (21,023

Mattel, Inc.

    (1,167       (32,863

NIKE, Inc., Class B

    (21       (2,076

PulteGroup, Inc.

    (1,310       (25,283

Under Armour, Inc., Class A*

    (771       (59,791
     

 

 

 
  (219,341
     

 

 

 

Consumer Services — (2.4)%

  

Carnival Corp. (Panama)

  (456   (20,050

Chipotle Mexican Grill, Inc.*

  (90   (55,921

McDonald’s Corp.

  (43   (4,152

Royal Caribbean Cruises, Ltd. (Liberia)

  (790   (53,767

Starbucks Corp.

  (1,655   (82,055

Wynn Resorts Ltd.

  (364   (40,429

Yum! Brands, Inc.

  (17   (1,461
     

 

 

 
  (257,835
     

 

 

 

Diversified Financials — (1.7)%

  

Affiliated Managers Group, Inc.*

  (2   (452

Bank of New York Mellon Corp. (The)

  (50   (2,117

Berkshire Hathaway, Inc., Class B*

  (96   (13,556

Charles Schwab Corp. (The)

  (3,203   (97,691

E*TRADE Financial Corp.*

  (1,040   (29,942

Leucadia National Corp.

  (1,321   (31,400

Northern Trust Corp.

  (16   (1,170

State Street Corp.

  (18   (1,388
     

 

 

 
  (177,716
     

 

 

 

Energy — (17.9)%

  

Anadarko Petroleum Corp.

  (1,737   (163,452

Apache Corp.

  (1,355   (92,682

Cabot Oil & Gas Corp.

  (1,479   (50,020

Chevron Corp.

  (1,638   (181,916

Cimarex Energy Co.

  (315   (39,186

ConocoPhillips

  (1,593   (108,197

CONSOL Energy, Inc.

  (828   (26,893

Devon Energy Corp.

  (19   (1,296

EOG Resources, Inc.

  (1,131   (111,912

EQT Corp.

  (545   (49,017

Exxon Mobil Corp.

  (654   (57,140

Helmerich & Payne, Inc.

  (303   (23,625

Hess Corp.

  (819   (62,981

Kinder Morgan, Inc.

  (4,039   (173,475
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Energy — (Continued)

   

Marathon Oil Corp.

    (2,427   $ (75,480

Murphy Oil Corp.

    (638     (30,375

Newfield Exploration Co.*

    (493     (19,345

Noble Energy, Inc.

    (1,301     (65,987

Occidental Petroleum Corp.

    (1,477     (118,308

ONEOK, Inc.

    (749     (36,027

Pioneer Natural Resources Co.

    (534     (92,265

QEP Resources, Inc.

    (632     (14,220

Range Resources Corp.

    (606     (38,517

Southwestern Energy Co.*

    (1,379     (38,653

Spectra Energy Corp.

    (2,413     (89,884

Williams Cos, Inc. (The)

    (2,688     (137,599
   

 

 

 
      (1,898,452
   

 

 

 

Food & Staples Retailing — (0.7)%

  

Costco Wholesale Corp.

  (92   (13,161

Kroger Co. (The)

  (21   (1,447

Whole Foods Market, Inc.

  (1,295   (61,849
   

 

 

 
  (76,457
   

 

 

 

Food, Beverage & Tobacco — (2.7)%

  

Brown-Forman Corp., Class B

  (439   (39,611

Coca-Cola Co. (The)

  (1,172   (47,536

Constellation Brands, Inc., Class A*

  (697   (80,810

Keurig Green Mountain, Inc.

  (494   (57,487

McCormick & Co., Inc., non-voting shares

  (5   (376

Mead Johnson Nutrition Co.

  (1   (96

Molson Coors Brewing Co., Class B

  (120   (8,821

Monster Beverage Corp.*

  (380   (52,102
   

 

 

 
  (286,839
   

 

 

 

Health Care Equipment & Services — (4.9)%

  

Abbott Laboratories

  (1,542   (71,580

AmerisourceBergen Corp.

  (278   (31,775

Baxter International, Inc.

  (1,246   (85,650

Becton Dickinson and Co.

  (9   (1,268

Boston Scientific Corp.*

  (4,528   (80,689

Cerner Corp.*

  (1,231   (88,398

CR Bard, Inc.

  (4   (666

DaVita HealthCare Partners, Inc.*

  (500   (40,550

Edwards Lifesciences Corp.*

  (384   (48,634

Intuitive Surgical, Inc.*

  (132   (65,469

McKesson Corp.

  (8   (1,787

Patterson Cos, Inc.

  (4   (188

Stryker Corp.

  (17   (1,568
 

 

The accompanying notes are an integral part of the financial statements.

 

33


GOTHAM ABSOLUTE 500 FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Health Care Equipment & Services — (Continued)

  

Tenet Healthcare Corp.*

    (3   $ (144

Universal Health Services, Inc.

    (3     (351
   

 

 

 
  (518,717
   

 

 

 

Insurance — (2.0)%

Chubb Corp. (The)

  (1   (98

Cincinnati Financial Corp.

  (527   (26,687

Genworth Financial, Inc., Class A*

  (1,786   (15,699

Prudential Financial, Inc.

  (1,635   (133,416

Torchmark Corp.

  (1   (56

Unum Group

  (907   (30,983
   

 

 

 
  (206,939
   

 

 

 

Materials — (6.8)%

  

Air Products & Chemicals, Inc.

  (591   (84,767

Airgas, Inc.

  (142   (14,382

Alcoa, Inc.

  (2,936   (39,401

Allegheny Technologies, Inc.

  (391   (13,290

CF Industries Holdings, Inc.

  (177   (50,882

Eastman Chemical Co.

  (534   (40,701

Ecolab, Inc.

  (838   (93,839

EI du Pont de Nemours & Co.

  (981   (71,809

FMC Corp.

  (4   (237

Martin Marietta Materials, Inc.

  (242   (34,521

MeadWestvaco Corp.

  (7   (342

Monsanto Co.

  (18   (2,051

Mosaic Co. (The)

  (1,321   (58,124

Owens-illinois, Inc.*

  (2   (48

PPG Industries, Inc.

  (321   (71,121

Sherwin-Williams Co. (The)

  (320   (88,960

Sigma-Aldrich Corp.

  (109   (15,142

Vulcan Materials Co.

  (474   (40,536
   

 

 

 
        (720,153
   

 

 

 

Media — (0.1)%

Cablevision Systems Corp., Class A

  (3   (60

Twenty-First Century Fox, Inc., Class A

  (95   (3,238

Walt Disney Co. (The)

  (64   (6,958
   

 

 

 
  (10,256
   

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences — (7.0)%

  

Actavis PLC (Ireland)*

  (296   (83,719

Alexion Pharmaceuticals, Inc.*

  (507   (85,800

Biogen, Inc.*

  (11   (4,113

Bristol-Myers Squibb Co.

  (74   (4,716

Celgene Corp.*

  (82   (8,861
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Pharmaceuticals, Biotechnology & Life Sciences — (Continued)

   

Eli Lilly & Co.

    (426   $ (30,617

Endo International PLC (Ireland)*

    (553     (46,488

Hospira, Inc.*

    (613     (53,509

Mallinckrodt PLC (Ireland)*

    (355     (40,179

Mylan NV*

    (17     (1,228

PerkinElmer, Inc.

    (46     (2,358

Perrigo Co. PLC (Ireland)

    (234     (42,888

Regeneron Pharmaceuticals, Inc.*

    (197     (90,120

Thermo Fisher Scientific, Inc.

    (1,131     (142,144

Vertex Pharmaceuticals, Inc.*

    (891     (109,842
   

 

 

 
        (746,582
   

 

 

 

Real Estate — (5.2)%

American Tower Corp.

  (611   (57,758

Apartment Investment & Management Co.

  (3   (113

AvalonBay Communities, Inc.

  (6   (986

Boston Properties, Inc.

  (96   (12,702

Crown Castle International Corp.

  (15   (1,253

Equity Residential

  (671   (49,560

Essex Property Trust, Inc.

  (229   (50,827

General Growth Properties, Inc.

  (40   (1,096

HCP, Inc.

  (20   (806

Health Care REIT, Inc.

  (1,094   (78,790

Host Hotels & Resorts, Inc.

  (34   (685

Iron Mountain, Inc.

  (9   (310

Kimco Realty Corp.

  (19   (458

Macerich Co. (The)

  (568   (46,440

Prologis, Inc.

  (24   (965

Public Storage

  (8   (1,503

Realty Income Corp.

  (812   (38,140

Simon Property Group, Inc.

  (118   (21,416

SL Green Realty Corp.

  (357   (43,683

Ventas, Inc.

  (1,183   (81,509

Vornado Realty Trust

  (551   (57,023

Weyerhaeuser Co.

  (23   (725
   

 

 

 
  (546,748
   

 

 

 

Retailing — (6.4)%

Amazon.com, Inc.*

  (465   (196,128

Autonation, Inc.*

  (1   (62

CarMax, Inc.*

  (751   (51,151

Expedia, Inc.

  (477   (44,948

Netflix, Inc.*

  (218   (121,317

O’Reilly Automotive, Inc.*

  (1   (218
 

 

The accompanying notes are an integral part of the financial statements.

 

34


GOTHAM ABSOLUTE 500 FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Retailing — (Continued)

   

Priceline Group, Inc. (The)*

    (3   $ (3,713

Staples, Inc.

    (7     (114

Tractor Supply Co.

    (489     (42,083

TripAdvisor, Inc.*

    (514     (41,372

Walgreens Boots Alliance, Inc.

    (2,084     (172,826
   

 

 

 
  (673,932
   

 

 

 

Semiconductors & Semiconductor Equipment — (2.1)%

  

Analog Devices, Inc.

  (271   (16,759

Applied Materials, Inc.

  (20   (396

Avago Technologies Ltd. (Singapore)

  (921   (107,646

Broadcom Corp.

  (2,220   (98,135

Microchip Technology, Inc.

  (8   (381

Skyworks Solutions, Inc.

  (4   (369
   

 

 

 
        (223,686
   

 

 

 

Software & Services — (7.5)%

  

Adobe Systems, Inc.*

  (1,798   (136,756

Akamai Technologies, Inc.*

  (638   (47,072

Autodesk, Inc.*

  (816   (46,373

Citrix Systems, Inc.*

  (581   (39,020

Facebook, Inc., Class A*

  (1,559   (122,802

Fiserv, Inc.*

  (6   (466

Google, Inc., Class C*

  (151   (81,361

Intuit, Inc.

  (1,010   (101,333

MasterCard, Inc., Class A

  (11   (992

Red Hat, Inc.*

  (659   (49,596

salesforce.com inc*

  (2,339   (170,326

Xerox Corp.

  (25   (288
   

 

 

 
  (796,385
   

 

 

 

Technology Hardware & Equipment — (1.3)%

  

Amphenol Corp., Class A

  (632   (34,994

Corning, Inc.

  (49   (1,026

EMC Corp./MA

  (24   (646

TE Connectivity Ltd. (Switzerland)

  (1,479   (98,427
   

 

 

 
  (135,093
   

 

 

 

Telecommunication Services — (1.4)%

  

Equinix, Inc.

  (204   (52,210

Frontier Communications Corp.

  (3,605   (24,730

Level 3 Communications, Inc.*

  (1,226   (68,582
   

 

 

 
  (145,522
   

 

 

 

Transportation — (1.2)%

  

American Airlines Group, Inc.

  (835   (40,318

CH Robinson Worldwide, Inc.

  (1   (64

CSX Corp.

  (20   (722
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Transportation — (Continued)

  

 

FedEx Corp.

    (172   $ (29,166

Kansas City Southern

    (397     (40,688

Ryder System, Inc.

    (192     (18,309
   

 

 

 
  (129,267
   

 

 

 

Utilities — (5.5)%

Ameren Corp.

  (872   (35,700

American Electric Power Co., Inc.

  (22   (1,251

CenterPoint Energy, Inc.

  (1,538   (32,252

CMS Energy Corp.

  (98   (3,325

Consolidated Edison, Inc.

  (123   (7,571

Dominion Resources, Inc.

  (1,054   (75,551

DTE Energy Co.

  (204   (16,245

Duke Energy Corp.

  (31   (2,405

Edison International

  (606   (36,930

Entergy Corp.

  (8   (617

Eversource Energy

  (614   (29,939

Exelon Corp.

  (39   (1,327

FirstEnergy Corp.

  (1,506   (54,080

NextEra Energy, Inc.

  (92   (9,285

NiSource, Inc.

  (1,128   (48,978

NRG Energy, Inc.

  (14   (353

Pepco Holdings, Inc.

  (908   (23,590

PG&E Corp.

  (1,195   (63,239

Pinnacle West Capital Corp.

  (4   (245

PPL Corp.

  (10   (340

Public Service Enterprise Group, Inc.

  (22   (914

SCANA Corp.

  (377   (19,973

Sempra Energy

  (4   (425

Southern Co. (The)

  (1,067   (47,268

TECO Energy, Inc.

  (627   (11,882

Wisconsin Energy Corp.

  (10   (491

Xcel Energy, Inc.

  (1,820   (61,716
   

 

 

 
  (585,892
   

 

 

 

TOTAL COMMON STOCK (Proceeds $8,622,256)

   

        (8,710,330
   

 

 

 

TOTAL SECURITES SOLD SHORT - (82.3)%

  

  (8,710,330
   

 

 

 

(Proceeds $8,622,256)

OTHER ASSETS IN EXCESS OF LIABILITIES - 39.3%

   

  4,157,296   
   

 

 

 

NET ASSETS - 100.0%

$ 10,583,232   
   

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

35


GOTHAM ABSOLUTE 500 FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

 

Security position is either entirely or partially held in a segregated account as collateral for securities sold short.

(a) 

All or a portion of the security is on loan. (See Note 5 of the Notes to Financial Statements)

*

Non-income producing.

 

PLC

  Public Limited Company

REIT

  Real Estate Investment Trust

 

 

The accompanying notes are an integral part of the financial statements.

 

36


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments

April 30, 2015

 

    Number        
      of Shares       Value  

LONG POSITIONS - 173.7%

   

COMMON STOCKS — 173.7%

  

 

Automobiles & Components — 7.7%

  

Allison Transmission Holdings, Inc.†

    381,697      $ 11,710,464   

American Axle & Manufacturing Holdings, Inc.†(a)*

    546,279        13,618,735   

Cooper Tire & Rubber Co.†

    93,129        3,957,051   

Dana Holding Corp.†

    569,612        12,286,531   

Delphi Automotive PLC
(Jersey)†

    115,134        9,556,122   

Gentex Corp.

    23,053        399,970   

Goodyear Tire & Rubber Co. (The)

    550,695        15,620,464   

Harley-Davidson, Inc.†(a)

    144,217        8,106,438   

Johnson Controls, Inc.†

    349,885        17,627,206   

Magna International, Inc. (Canada)†

    227,498        11,472,724   

Standard Motor Products, Inc.†

    16,708        631,562   

Tenneco, Inc.†*

    11,109        649,321   

Thor Industries, Inc.(a)

    92,385        5,558,805   

Tower International, Inc.†*

    48,440        1,252,658   

TRW Automotive Holdings Corp.†*

    77,108        8,100,967   
   

 

 

 
      120,549,018   
   

 

 

 

Capital Goods — 32.6%

3M Co.†

  45,768      7,157,658   

AAON, Inc.†

  26,099      625,593   

Actuant Corp., Class A(a)

  123,856      2,950,250   

Aegion Corp.†*

  85,853      1,581,412   

AZZ, Inc.†(a)

  49,817      2,311,011   

Barnes Group, Inc.†

  113,159      4,537,676   

Blount International, Inc.†*

  170,768      2,264,384   

Caterpillar, Inc.†

  148,787      12,926,615   

Chart Industries, Inc.†*

  257,729      10,450,911   

Chicago Bridge & Iron Co. NV (Netherlands)(a)

  221,526      10,555,714   

CIRCOR International, Inc.†

  58,956      3,221,356   

Crane Co.†

  231,499      14,146,904   

Cubic Corp.†(a)

  38,286      1,898,220   

Cummins, Inc.

  38,287      5,293,561   

Curtiss-Wright Corp.†

  100,055      7,310,018   

Danaher Corp.

  8,607      704,741   

Dover Corp.†(a)

  93,781      7,101,097   

Eaton Corp. PLC (Ireland)†

  117,928      8,105,191   

EMCOR Group, Inc.†

  142,917      6,378,386   

Emerson Electric Co.†

  206,024      12,120,392   

Fastenal Co.(a)

  186,600      7,952,892   

Federal Signal Corp.†

  144,631      2,273,599   

Flowserve Corp.†(a)

  322,018      18,847,714   

Fluor Corp.†

  123,177      7,407,865   
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Capital Goods — (Continued)

   

Generac Holdings, Inc.*

    1,259      $ 52,488   

General Cable Corp.

    138,593        2,260,452   

General Dynamics Corp.(a)

    110,130        15,123,052   

GrafTech International Ltd.(a)*

    60,492        292,781   

Griffon Corp.

    10,817        181,834   

Honeywell International, Inc.†

    22,795        2,300,471   

Huntington Ingalls Industries, Inc.

    111,765        14,707,156   

Hyster-Yale Materials Handling, Inc.†

    22,409        1,643,476   

IDEX Corp.†

    29,658        2,224,647   

II-VI, Inc.*

    14,011        249,256   

Illinois Tool Works, Inc.†(a)

    100,717        9,425,097   

ITT Corp.†

    187,982        7,453,486   

Jacobs Engineering Group, Inc.†*

    198,369        8,502,095   

John Bean Technologies Corp.

    1,715        66,182   

Kaman Corp.(a)

    42,835        1,786,648   

Kennametal, Inc.†

    344,015        12,181,571   

Keysight Technologies, Inc.†*

    245,615        8,218,278   

L-3 Communications Holdings, Inc.

    57,111        6,562,625   

Lincoln Electric Holdings,
Inc.†(a)

    176,239        11,783,340   

Lindsay Corp.(a)

    32,853        2,601,629   

Manitowoc Co., Inc. (The)(a)

    305,659        6,030,652   

Masco Corp.†(a)

    449,421        11,905,162   

Meritor, Inc.(a)*

    623,361        8,178,496   

Moog, Inc., Class A†*

    73,066        5,105,852   

MSA Safety, Inc.†(a)

    66,846        3,057,536   

Mueller Industries, Inc.(a)

    22,904        802,556   

Mueller Water Products, Inc., Class A†

    210,872        1,973,762   

Orbital ATK, Inc.†

    237,789        17,396,643   

Owens Corning

    9,410        363,791   

PACCAR, Inc.†(a)

    201,363        13,159,072   

Parker-Hannifin Corp.†(a)

    106,437        12,704,320   

Precision Castparts Corp.(a)

    16,476        3,405,424   

RBC Bearings, Inc.*

    44,723        3,264,332   

Regal-Beloit Corp.

    22,985        1,797,427   

Rexnord Corp.(a)*

    291,741        7,728,219   

Rockwell Automation, Inc.(a)

    144,298              17,113,743   

Roper Industries, Inc.†

    26,101        4,389,405   

Simpson Manufacturing Co., Inc.

    22,586        740,369   

Snap-on, Inc.

    30,415        4,548,563   

Spirit AeroSystems Holdings, Inc., Class A†*

    227,739        11,589,638   

SPX Corp.†

    161,593        12,442,661   

Standex International Corp.†

    12,907        1,043,789   
 

 

The accompanying notes are an integral part of the financial statements.

 

37


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Capital Goods — (Continued)

  

 

Stanley Black & Decker, Inc.

    179,819      $ 17,748,135   

Sun Hydraulics Corp.(a)

    34,463        1,340,955   

Teledyne Technologies,
Inc.(a)*

    5,030        527,999   

Terex Corp.(a)

    554,391        15,223,577   

Textron, Inc.

    101,704        4,472,942   

Thermon Group Holdings, Inc.*

    40,395        939,992   

Timken Co. (The)†(a)

    178,699        7,021,084   

TransDigm Group, Inc.

    22,020        4,671,103   

Trex Co., Inc.*

    4,350        204,102   

TriMas Corp.†*

    70,237        1,978,576   

Triumph Group, Inc.(a)

    5,514        326,649   

United Technologies Corp.

    84,871        9,654,076   

USG Corp.(a)*

    34,000        902,360   

Wabash National Corp.(a)*

    439,728        6,164,987   

Wabtec Corp.(a)

    7,379        693,995   

Watts Water Technologies, Inc., Class A†

    89,572        4,886,153   

WESCO International, Inc.(a)*

    235,112        16,960,980   
   

 

 

 
        508,198,801   
   

 

 

 

Commercial & Professional Services — 5.8%

  

ACCO Brands Corp.†(a)*

  486,408      3,828,031   

Cintas Corp.(a)

  125,070      9,999,346   

Communications Sales & Leasing, Inc.*

       6   

Copart, Inc.†*

  123,027      4,376,070   

Corporate Executive Board Co. (The)(a)

  9,655      809,379   

Deluxe Corp.(a)

  22,602      1,463,479   

Exponent, Inc.†

  11,364      1,006,964   

FTI Consulting, Inc.(a)*

  73,221      3,010,115   

G&K Services, Inc.

  434      30,640   

Healthcare Services Group, Inc.(a)

  8,127      246,004   

HNI Corp.(a)

  19,819      924,358   

INC Research Holdings, Inc., Class A*

  3,273      109,776   

Korn/Ferry International†

  110,473      3,483,214   

Manpowergroup, Inc.†

  90,246      7,700,691   

Multi-Color Corp.(a)

  35,147      2,206,529   

On Assignment, Inc.(a)*

  41,349      1,391,394   

Pitney Bowes, Inc.†(a)

  641,044      14,340,154   

Progressive Waste Solutions Ltd.

  26,719      772,446   

Ritchie Bros Auctioneers,
Inc.(a)

  182,011      4,603,058   

Robert Half International, Inc.†

  60,034      3,328,885   

RPX Corp.*

  17,784      276,719   
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Commercial & Professional Services — (Continued)

  

ServiceMaster Global Holdings, Inc.*

    83,948      $ 2,901,243   

Towers Watson & Co.,
Class A†

    101,504        12,881,365   

UniFirst Corp.†

    21,633        2,449,505   

Waste Management, Inc.(a)

    111,767        5,535,819   

West Corp.†

    114,314        3,538,018   
   

 

 

 
        91,213,208   
   

 

 

 

Consumer Durables & Apparel — 8.1%

  

Brunswick Corp./DE

  11,147      557,796   

Carter’s, Inc.(a)*

  97,762      9,762,513   

Coach, Inc.(a)

  13,565      518,319   

Columbia Sportswear Co.

  50,514      3,167,228   

Deckers Outdoor Corp.(a)*

  133,002      9,842,148   

Fossil Group, Inc.†(a)*

  178,781      15,014,028   

Garmin Ltd. (Switzerland)(a)

  327,814      14,813,915   

Harman International Industries, Inc.†

  31,835      4,150,647   

Helen Of Troy Ltd. (Bemuda)*

  5,142      450,491   

Iconix Brand Group, Inc.(a)*

  163,215      4,294,187   

lululemon athletica, Inc.(a)*

  82,704      5,263,283   

Mattel, Inc.

  121,662      3,426,002   

Michael Kors Holdings Ltd. (British Virgin Islands)*

  204,178      12,630,451   

NVR, Inc.†*

  1,568      2,079,936   

PVH Corp.†(a)

  51,902      5,364,072   

Ralph Lauren Corp.†

  25,873      3,451,717   

Skechers U.S.A., Inc.,
Class A(a)*

  12,215      1,098,373   

Tupperware Brands Corp.(a)

  119,246      7,972,788   

Universal Electronics, Inc.*

  37,506      2,023,074   

Vera Bradley, Inc.(a)*

  177,040      2,521,050   

VF Corp.(a)

  109,598      7,938,183   

Wolverine World Wide, Inc.(a)

  304,248      9,349,541   
   

 

 

 
        125,689,742   
   

 

 

 

Consumer Services — 4.0%

  

American Public Education, Inc.†*

  35,011      976,457   

Apollo Education Group, Inc.*

  787      13,210   

Boyd Gaming Corp.†(a)*

  503,264      6,643,085   

Capella Education Co.†

  31,343      1,693,462   

Cracker Barrel Old Country Store, Inc.(a)

  18,256      2,418,555   

DeVry Education Group, Inc.†

  201,341      6,088,552   

DineEquity, Inc.†

  48,077      4,636,065   

Hillenbrand, Inc.†(a)

  88,515      2,601,456   

Hyatt Hotels Corp.†(a)*

  124,535      7,229,257   

Interval Leisure Group, Inc.(a)

  50,944      1,262,902   

Jack in the Box, Inc.†

  86,578      7,512,373   
 

 

The accompanying notes are an integral part of the financial statements.

 

38


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Consumer Services — (Continued)

  

 

Marriott International, Inc.,
Class A(a)

    6,069      $ 485,823   

Pinnacle Entertainment, Inc.(a)*

    42,218        1,551,934   

Service Corp. International/US

    265,868        7,359,226   

Speedway Motorsports, Inc.†

    2,027        46,418   

Strayer Education, Inc.(a)*

    6,497        329,528   

Wyndham Worldwide Corp.†

    130,316        11,128,986   
   

 

 

 
        61,977,289   
   

 

 

 

Food & Staples Retailing — 2.6%

  

CVS Health Corp.†

  51,199      5,083,549   

Fresh Market, Inc. (The)(a)*

  74,427      2,615,365   

Ingles Markets, Inc., Class A

  1,275      53,371   

Kroger Co. (The)

  326      22,465   

Rite Aid Corp.*

  1,017,043      7,841,402   

SpartanNash Co.(a)

  10,163      306,618   

SUPERVALU, Inc.†*

  1,204,646      10,588,838   

Wal-Mart Stores, Inc.

  166,742      13,014,213   

Weis Markets, Inc.(a)

  8,529      378,261   
   

 

 

 
  39,904,082   
   

 

 

 

Food, Beverage & Tobacco — 13.8%

  

Altria Group, Inc.(a)

  251,100      12,567,555   

Archer-Daniels-Midland Co.†

  126,677      6,191,972   

B&G Foods, Inc.

  21,822      663,389   

Bunge, Ltd. (Bermuda)†

  135,125      11,670,746   

Coca-Cola Co. (The)

  160,706      6,518,235   

Coca-Cola Enterprises, Inc.†

  152,281      6,762,799   

ConAgra Foods, Inc.†(a)

  404,988      14,640,316   

Dr Pepper Snapple Group, Inc.†

  210,449      15,695,286   

Flowers Foods, Inc.†(a)

  330,937      7,393,133   

Hormel Foods Corp.(a)

  26,747      1,453,699   

Ingredion, Inc.†

  57,899      4,597,181   

Kellogg Co.†(a)

  237,353      15,031,566   

Keurig Green Mountain, Inc.

  39,131      4,553,674   

Lancaster Colony Corp.†

  6,107      547,554   

Lorillard, Inc.†

  164,267      11,475,693   

McCormick & Co., Inc., non-voting shares

  15,547      1,170,689   

Molson Coors Brewing Co., Class B

  29,871      2,195,817   

Monster Beverage Corp.†*

  178,264      24,441,777   

National Beverage Corp.(a)*

  11,248      251,393   

PepsiCo, Inc.

  89,003      8,465,965   

Philip Morris International, Inc.†

  152,410      12,721,663   

Pilgrim’s Pride Corp.(a)

  880,514      21,748,696   

Sanderson Farms, Inc.(a)

  236,187      17,742,367   
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Food, Beverage & Tobacco — (Continued)

  

Vector Group, Ltd.(a)

    328,321      $ 7,272,310   
   

 

 

 
      215,773,475   
   

 

 

 

Health Care Equipment & Services — 8.1%

  

Abaxis, Inc.(a)

  12,137      776,768   

Air Methods Corp.(a)*

  978      44,695   

Amedisys, Inc.*

  15,110      420,209   

Anika Therapeutics, Inc.†*

  86,663      2,956,942   

Becton Dickinson and Co.

  13,939      1,963,621   

Cardinal Health, Inc.†(a)

  94,835      7,998,384   

Computer Programs & Systems, Inc.(a)

  23,588      1,234,360   

Cyberonics, Inc.(a)*

  52,093      3,172,985   

DENTSPLY International,
Inc.†(a)

  329,313      16,794,963   

Edwards Lifesciences Corp.†*

  85,187      10,788,934   

Express Scripts Holding Co.†*

  47,453      4,099,939   

Globus Medical, Inc., Class A†*

  34,384      821,434   

Greatbatch, Inc.†*

  54,559      2,941,821   

Halyard Health, Inc.(a)*

  83,626      4,054,189   

ICU Medical, Inc.†*

  29,883      2,521,229   

Kindred Healthcare, Inc.(a)

  353,452      8,111,723   

Laboratory Corp. of America Holdings†*

  38,426      4,594,213   

MEDNAX, Inc.†(a)*

  66,850      4,731,643   

Medtronic PLC (Ireland)

  27,266      2,029,954   

Meridian Bioscience, Inc.(a)

  39,349      697,264   

Natus Medical, Inc.†*

  85,420      3,221,188   

Omnicare, Inc.

  25,156      2,213,225   

Quality Systems, Inc.†(a)

  190,666      2,973,436   

Quest Diagnostics, Inc.

  72,451      5,174,450   

St Jude Medical, Inc.

  67,195      4,707,010   

Teleflex, Inc.†(a)

  61,077      7,510,028   

Universal Health Services, Inc., Class B†

  75,889      8,875,219   

Varian Medical Systems, Inc.(a)*

  50,530      4,489,590   

VCA Antech, Inc.†*

  135,286      6,895,527   
   

 

 

 
  126,814,943   
   

 

 

 

Household & Personal Products — 3.4%

  

Avon Products, Inc.†

  804,391      6,571,874   

Church & Dwight Co., Inc.

  18,999      1,542,149   

Clorox Co. (The)

  42,934      4,555,297   

Energizer Holdings, Inc.†

  119,240      16,290,569   

Estee Lauder Cos., Inc. (The), Class A

  13,967      1,135,377   

Inter Parfums, Inc.(a)

  12,837      387,421   
 

 

The accompanying notes are an integral part of the financial statements.

 

39


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Household & Personal Products — (Continued)

  

Procter & Gamble Co. (The)

    154,744      $ 12,303,695   

Revlon, Inc., Class A*

    22,517        880,640   

Spectrum Brands Holdings,
Inc.†(a)

    109,191        9,983,333   
   

 

 

 
      53,650,355   
   

 

 

 

Media — 4.9%

Comcast Corp., Class A

  76,746      4,432,849   

Cumulus Media, Inc., Class A*

  30,547      69,647   

Discovery Communications, Inc., Class A(a)*

  148,475      4,804,651   

Gannett Co., Inc.(a)

  124,987      4,289,554   

Interpublic Group of Cos, Inc. (The)

  555,524      11,577,120   

Loral Space & Communications, Inc.†*

  23,903      1,649,307   

Meredith Corp.

  3,992      207,744   

National CineMedia, Inc.

  63,348      965,424   

New York Times Co. (The),
Class A(a)

  283,244      3,792,637   

Nexstar Broadcasting Group, Inc., Class A(a)

  143,931      8,414,206   

Omnicom Group, Inc.(a)

  143,713      10,887,697   

Scholastic Corp.

  14,653      595,498   

Scripps Networks Interactive, Inc., Class A(a)

  26,496      1,851,011   

Sinclair Broadcast Group, Inc., Class A(a)

  115,299      3,532,761   

Time Warner, Inc.

  36,538      3,084,173   

Time, Inc.(a)

  299,140      6,829,366   

Tribune Media Co., Class A†

  154,554      8,665,843   
   

 

 

 
  75,649,488   
   

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences — 12.3%

  

AbbVie, Inc.(a)

  55,514      3,589,535   

Amgen, Inc.†

  104,913      16,566,812   

Bio-Rad Laboratories, Inc.†(a)*

  60,099      8,080,311   

Depomed, Inc.†(a)*

  350,420      8,150,769   

Gilead Sciences, Inc.†(a)*

  241,138      24,236,780   

Johnson & Johnson†

  193,493      19,194,506   

Lannett Co., Inc.(a)*

  329,180      18,927,850   

Medivation, Inc.(a)*

  16,906      2,041,230   

Mettler-Toledo International,
Inc.(a)*

  19,187      6,082,471   

NewLink Genetics Corp.(a)*

  246,810      11,007,726   

PAREXEL International Corp.†*

  247,112      15,710,145   

PDL BioPharma, Inc.(a)

  880,928      5,875,790   

Pfizer, Inc.†

  429,890      14,586,168   

Quintiles Transnational Holdings, Inc.†*

  119,458      7,869,893   
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Pharmaceuticals, Biotechnology & Life Sciences — (Continued)

   

Sucampo Pharmaceuticals,
Inc.(a)*

    63,429      $ 1,126,499   

United Therapeutics Corp.*

    89,828        14,344,633   

Valeant Pharmaceuticals International, Inc. (Canada)†*

    45,196        9,804,368   

Waters Corp.†*

    32,032        4,010,086   
   

 

 

 
      191,205,572   
   

 

 

 

Retailing — 19.4%

Abercrombie & Fitch Co.,
Class A(a)

  426,379      9,585,000   

Asbury Automotive Group, Inc.*

  14,595      1,226,418   

Barnes & Noble, Inc.(a)*

  295,117      6,463,062   

Bed Bath & Beyond, Inc.(a)*

  120,584      8,496,349   

Best Buy Co., Inc.†(a)

  398,049      13,792,398   

Big Lots, Inc.†(a)

  339,542      15,472,929   

Brown Shoe Co., Inc.(a)

  137,952      4,097,174   

Buckle, Inc. (The)(a)

  102,679      4,600,019   

Burlington Stores, Inc.†*

  118,822      6,127,651   

Cato Corp. (The), Class A†(a)

  81,431      3,203,496   

Chico’s FAS, Inc.(a)

  340,883      5,747,287   

Children’s Place, Inc. (The)(a)

  159,377      9,667,809   

Core-Mark Holding Co., Inc.†(a)

  43,010      2,267,057   

Dick’s Sporting Goods, Inc.

  332      18,014   

Dillard’s, Inc., Class A†

  82,331      10,833,936   

Dollar General Corp.†

  64,307      4,675,762   

Dollar Tree, Inc.†*

  125,308      9,574,784   

Foot Locker, Inc.†(a)

  184,319      10,957,765   

GameStop Corp., Class A(a)

  56,575      2,180,400   

Gap, Inc. (The)†(a)

  390,934      15,496,624   

Genesco, Inc.*

  58,244      3,936,712   

Genuine Parts Co.†

  72,362      6,501,726   

GNC Holdings, Inc., Class A†(a)

  106,583      4,588,398   

Guess?, Inc.†(a)

  611,710      11,200,410   

Hibbett Sports, Inc.(a)*

  143,490      6,715,332   

Home Depot, Inc. (The)†(a)

  34,863      3,729,644   

JC Penney Co., Inc.(a)*

  98,686      819,094   

Kohl’s Corp.(a)

  208,593      14,945,688   

L Brands, Inc.(a)

  3,365      300,696   

Lands’ End, Inc.(a)*

  142,314      4,181,185   

Liberty Interactive Corp.,
Class A*

  81,330      2,339,051   

Lowe’s Cos., Inc.†(a)

  172,861      11,903,208   

Macy’s, Inc.†(a)

  206,028      13,315,590   

Michaels Cos., Inc. (The)*

  131,558      3,402,090   

Murphy USA, Inc.†(a)*

  154,618      10,101,194   

Office Depot, Inc.†(a)*

  790,035      7,284,123   
 

 

The accompanying notes are an integral part of the financial statements.

 

40


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
        of Shares       Value  

COMMON STOCKS — (Continued)

  

Retailing — (Continued)

   

Outerwall, Inc.(a)

    209,087      $ 13,889,649   

Ross Stores, Inc.†

    80,714        7,981,000   

Sally Beauty Holdings, Inc.†*

    252,204        7,871,287   

Target Corp.

    149,469        11,782,641   

TJX Cos., Inc. (The)†

    120,869        7,800,885   

Zumiez, Inc.†(a)*

    110,553        3,505,636   
   

 

 

 
  302,579,173   
   

 

 

 

Semiconductors & Semiconductor Equipment — 10.1%

  

Advanced Energy Industries, Inc.†*

  181,965      4,450,864   

Altera Corp.†

  27,658      1,152,785   

Applied Materials, Inc.

  730,516      14,456,912   

Cabot Microelectronics Corp.†*

  74,428      3,520,444   

Cypress Semiconductor Corp.

  208,846      2,781,829   

Diodes, Inc.†(a)*

  75,135      2,007,607   

Fairchild Semiconductor International, Inc.(a)*

  433,420      7,873,074   

First Solar, Inc.†(a)*

  287,066      17,129,228   

Integrated Device Technology, Inc.†(a)*

  490,542      8,922,959   

Intel Corp.†

  307,578      10,011,664   

Linear Technology Corp.

  108,718      5,015,161   

Marvell Technology Group Ltd. (Bermuda)†

  946,899      13,266,055   

Micron Technology, Inc.(a)*

  73,192      2,058,891   

Microsemi Corp.*

  3,754      125,233   

MKS Instruments, Inc.†(a)

  123,549      4,300,741   

NVIDIA Corp.(a)

  25,969      576,382   

Pentair PLC (Ireland)†*

  132,261      8,220,021   

Qorvo, Inc.*

  49,899      3,288,843   

Rambus, Inc.*

  51,145      707,847   

Skyworks Solutions, Inc.†

  96,702      8,920,759   

Teradyne, Inc.

  758,293      13,838,847   

Tessera Technologies, Inc.(a)

  245,376      8,860,527   

Texas Instruments, Inc.†

  286,810      15,547,970   
   

 

 

 
      157,034,643   
   

 

 

 

Software & Services — 16.6%

  

Accenture PLC, Class A (Ireland)†(a)

  103,650      9,603,172   

Advent Software, Inc.(a)

  53,076      2,304,029   

Amdocs, Ltd. (Channel Islands)†

  121,946      6,715,566   

ANSYS, Inc.†*

  11,561      992,396   

Aspen Technology, Inc.†(a)*

  203,816      9,047,392   

Automatic Data Processing, Inc.

  39,336      3,325,465   

AVG Technologies NV (Netherlands)†*

  120,696      2,887,048   
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Software & Services — (Continued)

  

 

Booz Allen Hamilton Holding Corp.†

    240,996      $ 6,627,390   

Broadridge Financial Solutions, Inc.†

    168,213        9,070,045   

CA, Inc.†

    210,229        6,678,975   

CACI International, Inc.,
Class A†*

    3,695        326,047   

CGI Group, Inc., Class A (Canada)(a)*

    148,902        6,264,307   

Computer Sciences Corp.†(a)

    271,655        17,508,165   

DST Systems, Inc.†

    108,523        12,488,827   

Electronic Arts, Inc.†(a)*

    363,999        21,144,702   

Engility Holdings, Inc.†(a)

    48,518        1,352,197   

Euronet Worldwide, Inc.(a)*

    28,900        1,690,072   

International Business Machines Corp.(a)

    32,101        5,498,580   

Jack Henry & Associates, Inc.(a)

    19,578        1,302,133   

Leidos Holdings, Inc.†

    218,793        9,110,541   

MAXIMUS, Inc.†

    69,658        4,458,809   

Microsoft Corp.†

    16,870        820,557   

MicroStrategy, Inc., Class A*

    2,098        382,088   

NetScout Systems, Inc.(a)*

    103,666        4,260,673   

NeuStar, Inc., Class A(a)*

    379,847        11,395,410   

NIC, Inc.†

    86,852        1,476,484   

Oracle Corp.†

    90,598        3,951,885   

Progress Software Corp.†*

    13,589        358,750   

Rovi Corp.†(a)*

    123,268        2,281,691   

Science Applications International Corp.†

    132,682        6,647,368   

Sykes Enterprises, Inc.†*

    50,137        1,254,929   

Symantec Corp.†

    253,851        6,327,236   

Take-Two Interactive Software, Inc.(a)*

    252,209        5,977,353   

Teradata Corp.(a)*

    389,264        17,123,723   

TiVo, Inc.(a)*

    563,727        6,229,183   

VASCO Data Security International, Inc.(a)*

    160,753        4,086,341   

VeriSign, Inc.(a)*

    213,959        13,588,536   

Virtusa Corp.†*

    14,737        586,533   

Visa, Inc., Class A†

    49,081        3,241,800   

WebMD Health Corp.*

    62,964        2,779,861   

Western Union Co. (The)(a)

    794,658        16,115,664   

Xerox Corp.†

    1,015,156        11,674,294   
   

 

 

 
      258,956,217   
   

 

 

 

Technology Hardware & Equipment — 17.1%

  

ADTRAN, Inc.

  107,434      1,784,479   

Anixter International, Inc.*

  2,208      155,885   

Apple, Inc.†

  129,908      16,257,986   

ARRIS Group, Inc.†*

  485,243      16,340,558   
 

 

The accompanying notes are an integral part of the financial statements.

 

41


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Technology Hardware & Equipment — (Continued)

  

Arrow Electronics, Inc.†*

    212,502      $ 12,688,494   

Avnet, Inc.†

    71,517        3,048,770   

AVX Corp.†(a)

    63,126        869,245   

Benchmark Electronics, Inc.†*

    49,765        1,170,970   

Brocade Communications Systems, Inc.†

    1,455,087        16,442,483   

CDW Corp./DE†(a)

    253,238        9,704,080   

Celestica, Inc. (Canada)*

    100,594        1,228,253   

Cisco Systems, Inc.†

    184,043        5,305,960   

Coherent, Inc.†*

    56,476        3,388,560   

CommScope Holding Co., Inc.†*

    310,120        9,151,641   

Corning, Inc.

    476,900        9,981,517   

Diebold, Inc.†(a)

    211,616        7,357,888   

F5 Networks, Inc.†*

    5,303        647,072   

FEI Co.

    8,471        639,222   

FLIR Systems, Inc.†

    113,693        3,511,977   

Harris Corp.†

    137,117        11,002,268   

Hewlett-Packard Co.†

    343,878        11,337,658   

Insight Enterprises, Inc.†*

    77,594        2,220,740   

InterDigital, Inc./PA†(a)

    186,298        10,194,227   

Itron, Inc.(a)*

    20,467        733,947   

Jabil Circuit, Inc.(a)

    88,821        2,000,249   

Juniper Networks, Inc.†

    222,613        5,883,662   

Lexmark International, Inc.,
Class A(a)

    147,384        6,542,376   

Littelfuse, Inc.

    4,357        426,942   

Methode Electronics, Inc.†

    154,450        6,557,947   

NCR Corp.†(a)*

    582,443        15,982,236   

NetApp, Inc.†(a)

    303,071        10,986,324   

NETGEAR, Inc.*

    75,509        2,285,657   

OSI Systems, Inc.†*

    54,784        3,682,033   

Polycom, Inc.(a)*

    547,772        7,148,425   

QUALCOMM, Inc.

    175,349        11,923,732   

Rogers Corp.†*

    26,795        1,948,264   

SanDisk Corp.†(a)

    127,443        8,531,034   

Sanmina Corp.†(a)*

    206,715        4,202,516   

Vishay Intertechnology, Inc.(a)

    475,318        6,027,032   

Western Digital Corp.†

    157,598        15,403,629   

Zebra Technologies Corp.,
Class A†*

    14,946        1,376,228   
   

 

 

 
      266,072,166   
   

 

 

 

Telecommunication Services — 3.1%

  

Arista Networks, Inc.(a)*

  17,393      1,113,326   

Atlantic Tele-Network, Inc.†

  4,596      303,428   

BCE, Inc.(a)

  76,015      3,353,022   

CenturyLink, Inc.†(a)

  205,226      7,379,927   
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Telecommunication Services — (Continued)

  

Frontier Communications
Corp.(a)

    1,746,011      $ 11,977,635   

Intelsat SA (Luxembourg)(a)*

    72,155        908,431   

Rogers Communications, Inc., Class B (Canada)(a)

    148,299        5,295,757   

Shenandoah Telecommunications Co.

    9,895        340,982   

Verizon Communications,
Inc.†(a)

    338,770        17,087,559   

Windstream Holdings, Inc.(a)

    32,766        382,703   
   

 

 

 
  48,142,770   
   

 

 

 

Transportation — 4.1%

American Airlines Group, Inc.†

  37,980      1,833,864   

ArcBest Corp.†(a)

  128,290      4,579,953   

CH Robinson Worldwide, Inc.(a)

  22,709      1,462,232   

Con-way, Inc.†

  109,437      4,497,861   

Delta Air Lines, Inc.†(a)

  363,240      16,215,034   

Landstar System, Inc.(a)

  89,960      5,605,408   

Matson, Inc.†

  121,675      4,927,837   

Southwest Airlines Co.†

  290,649      11,788,723   

United Continental Holdings, Inc.†*

  210,352      12,566,429   
   

 

 

 
  63,477,341   
   

 

 

 

TOTAL COMMON STOCKS
(Cost $2,464,177,547)

   

  2,706,888,283   
   

 

 

 

TOTAL LONG POSITIONS - 173.7%

  

  2,706,888,283   
   

 

 

 

(Cost $2,464,177,547)

  

SHORT POSITIONS — (74.5)%

  

COMMON STOCKS — (73.7)%

  

Automobiles & Components — (0.9)%

  

BorgWarner, Inc.

  (19,315   (1,143,448

Cooper-Standard Holding, Inc.*

  (744   (45,399

Federal-Mogul Holdings Corp.*

  (63,206   (815,357

Ford Motor Co.

  (11,532   (182,206

Gentherm, Inc.*

  (7,831   (412,929

Lear Corp.

  (14,976   (1,662,785

Superior Industries International, Inc.

  (5,354   (99,584

Tesla Motors, Inc.*

  (43,464   (9,825,037
   

 

 

 
  (14,186,745
   

 

 

 

Capital Goods — (8.7)%

  

AAR Corp.

  (112,777   (3,410,376

Advanced Drainage Systems, Inc.

  (181,804   (5,090,512

AECOM*

  (274,112   (8,650,975

Alamo Group, Inc.

  (730   (45,099

Applied Industrial Technologies, Inc.

  (110,245   (4,604,934
 

 

The accompanying notes are an integral part of the financial statements.

 

42


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Capital Goods — (Continued)

   

Astec Industries, Inc.

    (26,261   $ (1,105,063

Astronics Corp.*

    (6,727     (452,794

Babcock & Wilcox Co. (The)

    (109,725     (3,546,312

Beacon Roofing Supply, Inc.*

    (182,107     (5,412,220

Briggs & Stratton Corp.

    (176,457     (3,449,734

Builders FirstSource, Inc.*

    (89,864     (1,146,665

CAE, Inc. (Canada)

    (22,419     (278,220

Comfort Systems Usa, Inc.

    (74,964     (1,551,005

Donaldson Co., Inc.

    (32,728     (1,223,045

Dycom Industries, Inc.*

    (24,142     (1,110,049

Encore Wire Corp.

    (10,419     (468,959

EnerSys.

    (555     (37,684

EnPro Industries, Inc.*

    (2,579     (165,082

Exelis, Inc.

    (99,964     (2,451,117

Graco, Inc.

    (4,817     (344,994

Granite Construction, Inc.

    (9,720     (337,381

Hexcel Corp.

    (13,211     (662,532

Ingersoll-Rand PLC (Ireland)

    (25,178     (1,657,720

Joy Global, Inc.

    (16,693     (711,789

Kbr, Inc.

    (390,921     (6,829,390

Lennox International, Inc.

    (29,434     (3,118,827

MasTec, Inc.*

    (205,354     (3,684,051

MRC Global, Inc.*

    (700,810         (10,231,826

MSC Industrial Direct Co., Inc., Class A

    (16,752     (1,190,397

NCI Building Systems, Inc.*

    (22,695     (351,319

Nortek, Inc.*

    (6,807     (576,008

Oshkosh Corp.

    (152,406     (8,205,539

Ply Gem Holdings, Inc.*

    (71,130     (965,945

Polypore International, Inc.*

    (29,744     (1,741,809

Power Solutions International, Inc.*

    (18,316     (1,168,561

Primoris Services Corp.

    (148,946     (2,864,232

Proto Labs, Inc.*

    (24,640     (1,724,800

Quanex Building Products Corp.

    (12,401     (239,339

Quanta Services, Inc.*

    (263,097     (7,606,134

Raven Industries, Inc.

    (82,610     (1,647,243

Rush Enterprises, Inc., Class A*

    (26,601     (695,350

Sensata Technologies Holding NV (Netherlands)*

    (156,897     (8,662,283

SolarCity Corp.*

    (78,940     (4,740,347

Taser International, Inc.*

    (211,501     (6,385,215

Textainer Group Holdings Ltd. (Bermuda)

    (76,412     (2,315,284

Titan International, Inc.

    (17,669     (183,581
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

Capital Goods — (Continued)

   

Toro Co. (The)

    (52,317   $ (3,507,332

Tutor Perini Corp.*

    (132,972     (2,819,006

Universal Forest Products, Inc.

    (11,592     (641,269

Valmont Industries, Inc.

    (70     (8,821

WABCO Holdings, Inc.*

    (23,253     (2,893,836

Watsco, Inc.

    (23,302     (2,802,998
   

 

 

 
      (135,715,003
   

 

 

 

Commercial & Professional Services — (2.1)%

  

ABM Industries, Inc.

  (30   (961

Acacia Research Corp.

  (40,828   (449,925

ADT Corp. (The)

  (22,604   (849,910

Advisory Board Co. (The)*

  (148,090   (7,684,390

Brink’s Co./The

  (2,233   (59,107

Clean Harbors, Inc.*

  (1,655   (91,439

Covanta Holding Corp.

  (21,845   (443,235

ICF International, Inc.*

  (6,651   (256,063

Kelly Services, Inc., Class A

  (51,204   (840,770

Knoll, Inc.

  (80,984   (1,844,006

Paylocity Holding Corp.*

  (36,591   (1,030,037

Rollins, Inc.

  (15,092   (374,282

Tetra Tech, Inc.

  (90,889   (2,464,001

TriNet Group, Inc.*

  (41,479   (1,452,595

TrueBlue, Inc.*

  (155,965   (4,488,673

United Stationers, Inc.

  (73,814   (2,997,587

US Ecology, Inc.

  (84,114   (3,945,788

WageWorks, Inc.*

  (57,319   (2,888,878
   

 

 

 
  (32,161,647
   

 

 

 

Consumer Durables & Apparel — (5.7)%

  

Crocs, Inc.*

  (457,409   (6,037,799

DR Horton, Inc.

  (73,804   (1,874,622

Gildan Activewear, Inc. (Canada)

  (233,574   (7,406,632

Hanesbrands, Inc.

  (154,757   (4,809,848

Hovnanian Enterprises, Inc., Class A*

  (28,077   (87,600

KB Home

  (252,520   (3,659,015

La-Z-Boy, Inc.

  (128,201   (3,360,148

Libbey, Inc.

  (4,108   (161,650

MDC Holdings, Inc.

  (300,352   (8,061,448

Meritage Homes Corp.*

  (199,734   (8,542,623

PulteGroup, Inc.

  (343,666   (6,632,754

Ryland Group, Inc. (The)

  (48,939   (2,017,266

Smith & Wesson Holding Corp.*

  (386,189   (5,740,699

Standard Pacific Corp.*

  (872,512   (7,067,347

Taylor Morrison Home Corp., Class A*

  (76,491   (1,416,613
 

 

The accompanying notes are an integral part of the financial statements.

 

43


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

 

Consumer Durables & Apparel — (Continued)

  

Tri Pointe Homes, Inc.*

    (471,842   $ (6,737,904

Under Armour, Inc., Class A*

    (82,458     (6,394,618

Whirlpool Corp.

    (29,051     (5,101,356

William Lyon Homes, Class A*

    (161,655     (3,499,831
   

 

 

 
  (88,609,773
   

 

 

 

Consumer Services — (5.0)%

  

2U, Inc.*

  (72,241   (1,922,333

Carnival Corp. (Panama)

  (23,160   (1,018,345

Churchill Downs, Inc.

  (22,218   (2,647,719

ClubCorp Holdings, Inc.

  (103,046   (2,255,677

Fiesta Restaurant Group, Inc.*

  (56,487   (2,855,418

Grand Canyon Education, Inc.*

  (1,900   (86,032

International Speedway Corp., Class A

  (67,250   (2,445,210

Krispy Kreme Doughnuts, Inc.*

  (73,926   (1,315,883

Life Time Fitness, Inc.*

  (109,922   (7,859,423

Matthews International Corp., Class A

  (2,075   (100,700

MGM Resorts International*

  (221,506   (4,684,852

Noodles & Co.*

  (14,979   (299,880

Norwegian Cruise Line Holdings Ltd. (Bermuda)*

  (148,425   (7,200,097

Panera Bread Co., Class A*

  (26,612   (4,856,158

Papa John’s International, Inc.

  (7,482   (459,170

Penn National Gaming, Inc.*

  (473,257   (7,609,973

Red Robin Gourmet Burgers, Inc.*

  (54,293   (4,076,861

Regis Corp.*

  (89,060   (1,471,271

Royal Caribbean Cruises, Ltd. (Liberia)*

  (78,489   (5,341,961

Six Flags Entertainment Corp.

  (24,373   (1,146,018

Starwood Hotels & Resorts Worldwide, Inc.

  (2,334   (200,607

Texas Roadhouse, Inc.

  (56,063   (1,883,717

Wendy’s Co. (The)

  (459,301   (4,648,126

Wynn Resorts Ltd.

  (76,737   (8,523,179

Yum! Brands, Inc.

  (34,488   (2,964,588

Zoe’s Kitchen, Inc.*

  (5,276   (161,604
   

 

 

 
      (78,034,802
   

 

 

 

Food & Staples Retailing — (0.7)%

  

PriceSmart, Inc.

  (25,830   (2,078,282

Smart & Final Stores, Inc.*

  (26,693   (462,323

Sprouts Farmers Market, Inc.*

  (79,191   (2,532,924

United Natural Foods, Inc.*

  (78,871   (5,320,638
   

 

 

 
  (10,394,167
   

 

 

 
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Food, Beverage & Tobacco — (3.8)%

  

Boston Beer Co., Inc. (The), Class A*

    (6,536   $ (1,619,621

Boulder Brands, Inc.*

    (146,902     (1,401,445

Calavo Growers, Inc.

    (17,727     (897,873

Coca-Cola Bottling Co. Consolidated

    (9,647     (1,090,111

Constellation Brands, Inc.,
Class A*

    (33,332     (3,864,512

Cott Corp.

    (227,006     (1,977,222

Darling Ingredients, Inc.*

    (508,680     (6,948,569

Dean Foods Co.

    (365,967     (5,946,964

J&J Snack Foods Corp.

    (5,714     (596,142

JM Smucker Co._(The)

    (12,990     (1,505,801

Kraft Foods Group, Inc.

    (46,251     (3,919,772

Post Holdings, Inc.*

    (175,440     (8,235,154

Snyders-Lance, Inc.

    (43,546     (1,285,913

TreeHouse Foods, Inc.*

    (85,890     (6,979,421

Tyson Foods, Inc.

    (44,007     (1,738,276

Universal Corp.

    (92,612     (4,355,542

WhiteWave Foods Co. (The)*

    (170,939     (7,516,188
   

 

 

 
      (59,878,526
   

 

 

 

Health Care Equipment & Services — (9.9)%

  

Abiomed, Inc.*

  (18,659   (1,179,622

Acadia Healthcare Co., Inc.*

  (62,407   (4,274,880

Accuray, Inc.*

  (186,965   (1,520,025

Adeptus Health, Inc., Class A*

  (42,158   (2,675,768

Allscripts Healthcare Solutions, Inc.*

  (609,171   (8,101,974

AmerisourceBergen Corp.

  (22,192   (2,536,546

AMN Healthcare Services, Inc.*

  (160,745   (3,666,593

Analogic Corp.

  (40,320   (3,407,040

AngioDynamics, Inc.*

  (6,044   (100,874

athenahealth, Inc.*

  (60,333   (7,400,446

Bio-Techne Corp.

  (45,388   (4,355,432

Boston Scientific Corp.*

  (16,815   (299,643

Brookdale Senior Living, Inc.*

  (232,104   (8,409,128

Cantel Medical Corp.

  (17,399   (779,301

Capital Senior Living Corp.*

  (37,822   (989,802

Cardiovascular Systems, Inc.*

  (96,926   (3,033,784

Catamaran Corp. (Canada)*

  (33,171   (1,968,699

Cerner Corp.*

  (34,585   (2,483,549

Community Health Systems, Inc.*

  (51,600   (2,769,888

Cooper Cos., Inc. (The)

  (34,710   (6,180,810

Cynosure, Inc., Class A*

  (3,480   (116,302

DexCom, Inc.*

  (72,131   (4,873,892

Endologix, Inc.*

  (250,647   (3,900,067

Ensign Group, Inc._(The)

  (59,402   (2,501,418

HealthSouth Corp.

  (121,750   (5,505,535
 

 

The accompanying notes are an integral part of the financial statements.

 

44


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Health Care Equipment & Services — (Continued)

  

HeartWare International, Inc.*

    (51,517   $ (3,900,352

Hill-Rom Holdings, Inc.

    (146,243     (7,303,375

IDEXX Laboratories, Inc.*

    (8,086     (1,013,742

Insulet Corp.*

    (247,544     (7,389,188

Intuitive Surgical, Inc.*

    (8,233     (4,083,403

K2M Group Holdings, Inc.*

    (65,764     (1,381,702

LDR Holding Corp.*

    (106,383     (3,601,065

LifePoint Hospitals, Inc.*

    (4,918     (368,260

Medidata Solutions, Inc.*

    (6,950     (371,338

Novadaq Technologies, Inc. (Canada)*

    (134,349     (1,452,313

NuVasive, Inc.*

    (21,859     (977,753

NxStage Medical, Inc.*

    (193,092     (3,539,376

Ocular Therapeutix, Inc.*

    (11,876     (260,678

Owens & Minor, Inc.

    (150,633     (5,079,345

Providence Service Corp. (The)*

    (52,943     (2,251,136

ResMed, Inc.

    (25,004     (1,598,756

Select Medical Holdings Corp.

    (39,972     (581,593

Spectranetics Corp. (The)*

    (166,172     (4,262,312

Thoratec Corp.*

    (138,923     (5,572,202

Tornier NV (Netherlands)*

    (93,331     (2,414,473

Wright Medical Group, Inc.*

    (299,839     (7,606,915

Zeltiq Aesthetics, Inc.*

    (194,975     (5,985,732
   

 

 

 
      (154,026,027
   

 

 

 

Household & Personal Products — (0.0)%

  

WD-40 Co.

  (4,689   (379,621
   

 

 

 
  (379,621
   

 

 

 

Media — (1.4)%

Carmike Cinemas, Inc.*

  (111,011   (3,350,312

Charter Communications, Inc., Class A*

  (6,385   (1,194,378

Clear Channel Outdoor Holdings, Inc., Class A*

  (14,687   (167,138

Liberty Global PLC, Class C (United Kingdom)*

  (48,565   (2,450,104

Live Nation Entertainment, Inc.*

  (111,871   (2,803,487

Media General, Inc.*

  (400,385   (6,762,503

New Media Investment Group, Inc.

  (9,361   (216,520

Rentrak Corp.*

  (42,853   (2,031,232

Thomson Reuters Corp. (Canada)

  (22,119   (908,206

World Wrestling Entertainment, Inc., Class A

  (134,321   (1,802,588
   

 

 

 
  (21,686,468
   

 

 

 
    Number        
      of Shares       Value  

COMMON STOCKS — (Continued)

  

 

Pharmaceuticals, Biotechnology & Life Sciences — (2.7)%

  

Acceleron Pharma, Inc.*

    (7,503   $ (207,458

Achillion Pharmaceuticals, Inc.*

    (2,682     (23,467

Aegerion Pharmaceuticals, Inc.*

    (17,960     (417,750

Agios Pharmaceuticals, Inc.*

    (8,517     (786,460

Akorn, Inc.*

    (4,172     (173,722

Albany Molecular Research, Inc.*

    (90,966     (1,642,846

Alnylam Pharmaceuticals, Inc.

    (2,907     (296,136

Bellicum Pharmaceuticals, Inc.*

    (3,399     (81,508

BioCryst Pharmaceuticals, Inc.*

    (235,794     (2,190,526

BioDelivery Sciences International, Inc.*

    (164,403     (1,325,088

Celldex Therapeutics, Inc.*

    (21,547     (517,128

Cempra, Inc.

    (32,685     (1,029,251

Chimerix, Inc.*

    (699     (23,766

Coherus Biosciences, Inc.*

    (44,481     (968,351

Diplomat Pharmacy, Inc.*

    (127,903     (4,581,485

Endo International PLC
(Ireland)*

    (18,208     (1,530,655

Fluidigm Corp.*

    (109,641     (4,107,152

Genomic Health, Inc.*

    (50,763     (1,374,154

Horizon Pharma PLC (Ireland)*

    (23,947     (673,390

Infinity Pharmaceuticals, Inc.

    (14,496     (183,664

Intra-cellular Therapies, Inc.*

    (53,506     (1,094,198

MacroGenics, Inc.*

    (37,788     (1,081,115

Medicines Co. (The)*

    (158,070     (4,048,173

Nektar Therapeutics*

    (219,308     (2,087,812

Novavax, Inc.*

    (128,654     (994,495

Ophthotech Corp.*

    (49     (2,219

OvaScience, Inc.*

    (3,561     (88,117

Pacira Pharmaceuticals, Inc.*

    (3,812     (261,046

Prothena Corp. PLC*

    (1,182     (38,309

PTC Therapeutics, Inc.*

    (28,223     (1,658,101

Raptor Pharmaceutical Corp.*

    (21,094     (213,471

Relypsa, Inc.*

    (643     (18,602

Seattle Genetics, Inc.*

    (17,782     (610,634

Synageva BioPharma Corp.*

    (12,859     (1,182,514

Tetraphase Pharmaceuticals, Inc.*

    (85,591     (3,019,650

TG Therapeutics, Inc.*

    (7,428     (103,695

Ultragenyx Pharmaceutical, Inc.*

    (5,882     (331,921

Vertex Pharmaceuticals, Inc.*

    (10,843     (1,336,725

ZS Pharma, Inc.*

    (25,036     (953,120
   

 

 

 
      (41,257,874
   

 

 

 

Retailing — (5.3)%

  

1-800-Flowers.com, Inc., Class A

  (57,305   (605,714

Advance Auto Parts, Inc.

  (32,306   (4,619,758
 

 

The accompanying notes are an integral part of the financial statements.

 

45


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Retailing — (Continued)

  

CarMax, Inc.*

    (73,114   $ (4,979,795

Etsy, Inc.*

    (46,652     (1,037,540

Expedia, Inc.

    (46,868     (4,416,372

Finish Line, Inc. (The), Class A

    (108,073     (2,651,031

FTD Cos, Inc.*

    (78,714     (2,246,498

Group 1 Automotive, Inc.

    (19,236     (1,519,259

Groupon, Inc.*

    (760,160     (5,260,307

Habit Restaurants, Inc. (The), Class A*

    (55,351     (1,833,225

HomeAway, Inc.*

    (22,519     (629,406

Lithia Motors, Inc., Class A

    (72,177     (7,198,212

LKQ Corp.*

    (164,823     (4,461,759

Mattress Firm Holding Corp.*

    (58,182     (3,437,393

Men’s Wearhouse, Inc. (The)

    (60,620     (3,430,486

Monro Muffler Brake, Inc.

    (54,274     (3,250,470

Netflix, Inc.*

    (5,614     (3,124,191

Orbitz Worldwide, Inc.*

    (25,102     (294,195

Penske Automotive Group, Inc.

    (15,303     (746,939

Performance Sports Group Ltd. (Canada)*

    (28,296     (574,409

Pier 1 Imports, Inc.

    (537,689     (6,801,766

Restoration Hardware
Holdings, Inc.*

    (2,147     (185,007

Shutterfly, Inc.*

    (112,865     (5,051,837

Signet Jewelers Ltd. (Bermuda)

    (13,611     (1,825,643

Tuesday Morning Corp.*

    (153,248     (2,424,383

Vista Outdoor, Inc.*

    (10,610     (464,294

Walgreens Boots Alliance, Inc.

    (75,919     (6,295,963

Wayfair, Inc.*

    (27,361     (878,835

Zillow Group, Inc.

           (27

zulily, Inc., Class A*

    (161,768     (2,016,438
   

 

 

 
    (82,261,152
   

 

 

 

Semiconductors & Semiconductor Equipment — (4.0)%

  

Advanced Micro Devices, Inc.*

  (2,204,148   (4,981,374

Analog Devices, Inc.

  (23,869   (1,476,059

Atmel Corp.

  (511,026   (3,873,577

Cavium, Inc.*

  (44,160   (2,861,126

Cree, Inc.*

  (260,218   (8,243,706

Entegris, Inc.*

  (294,004   (3,913,193

Freescale Semiconductor Ltd. (Bermuda)*

  (114,202   (4,464,156

Inphi Corp.*

  (197,977   (4,246,607

Intersil Corp.

  (21,564   (287,879

Lattice Semiconductor Corp.*

  (245,164   (1,453,823

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Semiconductors & Semiconductor Equipment — (Continued)

  

M/A-COM Technology Solutions Holdings, Inc.*

    (174,506   $ (5,317,198

Micrel, Inc.

    (107,374     (1,460,286

Monolithic Power Systems, Inc.

    (15,743     (815,960

Power Integrations, Inc.

    (95,473     (4,724,959

Semtech Corp.*

    (11,160     (259,916

Silicon Laboratories, Inc.*

    (18,908     (976,976

SunEdison, Inc.*

    (131,255     (3,323,377

Synaptics, Inc.*

    (42,083     (3,565,272

Ultratech, Inc.*

    (50,423     (1,006,443

Veeco Instruments, Inc.*

    (175,205     (5,170,300
   

 

 

 
    (62,422,187
   

 

 

 

Software & Services — (11.5)%

  

ACI Worldwide, Inc.*

  (47,815   (1,101,179

Acxiom Corp.*

  (54,554   (952,513

Akamai Technologies, Inc.*

  (15,067   (1,111,643

Autodesk, Inc.*

  (137,269   (7,800,997

Barracuda Networks, Inc.*

  (102,393   (4,149,988

Blackbaud, Inc.

  (73,226   (3,700,110

Blackhawk Network Holdings, Inc., Class B*

  (40,890   (1,501,072

Bottomline Technologies de, Inc.*

  (51,202   (1,370,166

Callidus Software, Inc.*

  (155,084   (1,915,287

Cardtronics, Inc.

  (32,684   (1,233,167

Castlight Health, Inc., Class B*

  (190,369   (1,433,479

Cimpress NV (Netherlands)*

  (320   (26,861

CommVault Systems, Inc.*

  (188,925   (8,643,319

comScore, Inc.*

  (4,892   (256,145

Convergys Corp.

  (238,732   (5,414,442

CoreLogic, Inc.*

  (56,789   (2,221,018

Cornerstone OnDemand, Inc.*

  (36,202   (1,036,463

CoStar Group, Inc.*

  (2,365   (483,477

Cvent, Inc.*

  (70,516   (1,895,470

Dealertrack Technologies, Inc.*

  (43,322   (1,702,988

Ellie Mae, Inc.*

  (126,476   (6,956,180

Fair Isaac Corp.

  (64,653   (5,719,204

FireEye, Inc.*

  (22,716   (938,171

Fleetcor Technologies, Inc.

  (7,785   (1,252,529

Fortinet, Inc.*

  (223,662   (8,441,004

Gigamon, Inc.*

  (12,956   (381,295

Global Eagle Entertainment, Inc.*

  (152,139   (1,942,815

Global Payments, Inc.

  (775   (77,717

Globant SA, (Luxembourg)*

  (29,510   (620,005

Guidewire Software, Inc.*

  (2,304   (115,085
 

 

The accompanying notes are an integral part of the financial statements.

 

46


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Continued)

April 30, 2015

 

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Software & Services — (Continued)

  

Heartland Payment
Systems, Inc.

    (17,879   $ (910,041

Hortonworks, Inc.*

    (8,289     (167,189

HubSpot, Inc.*

    (70,200     (2,717,442

Imperva, Inc.*

    (92,653     (4,226,830

Infoblox, Inc.*

    (32,713     (770,718

Interactive Intelligence
Group, Inc.*

    (57,125     (2,512,357

LivePerson, Inc.*

    (95,202     (894,899

LogMeIn, Inc.*

    (7,637     (490,143

Manhattan Associates, Inc.*

    (45,427     (2,387,643

Marketo, Inc.*

    (119,232     (3,392,150

Mentor Graphics Corp.

    (103,866     (2,485,513

Monotype Imaging
Holdings, Inc.

    (4,889     (158,453

NetSuite, Inc.*

    (73,506     (7,024,968

New Relic, Inc.*

    (56,718     (1,842,768

Nuance Communications, Inc.*

    (456,815     (7,002,974

Proofpoint, Inc.*

    (109,509     (5,911,296

PROS Holdings, Inc.*

    (99,654     (2,215,308

Qlik Technologies, Inc.*

    (233,926     (8,138,286

RealPage, Inc.*

    (88,371     (1,753,281

Red Hat, Inc.*

    (20,815     (1,566,537

salesforce.com inc*

    (53,111     (3,867,543

ServiceNow, Inc.*

    (31,806     (2,380,997

Shutterstock, Inc.*

    (5,468     (369,035

Splunk, Inc.*

    (96,606     (6,409,325

Synchronoss
Technologies, Inc.*

    (179,973     (8,257,161

TeleTech Holdings, Inc.*

    (43,808     (1,136,379

Twitter, Inc.*

    (22,857     (890,509

Ultimate Software Group, Inc. (The)*

    (20,490     (3,405,848

Varonis Systems, Inc.*

    (62,753     (1,804,149

Verifone Systems, Inc.*

    (24,814     (887,597

Verint Systems, Inc.*

    (28,971     (1,779,689

Workday, Inc., Class A*

    (94,386     (8,608,947

Yelp, Inc.*

    (4,117     (162,169

Zendesk, Inc.*

    (49,971     (1,152,331

Zynga, Inc., Class A*

    (3,132,319     (7,674,182
   

 

 

 
    (179,748,446
   

 

 

 

Technology Hardware & Equipment — (5.7)%

  

Amkor Technology, Inc.*

  (426,782   (3,000,277

Badger Meter, Inc.

  (17,577   (1,093,641

Belden, Inc.

  (10,364   (870,058

CalAmp Corp.*

  (85,318   (1,681,618

Cray, Inc.*

  (124,957   (3,510,042

Dolby Laboratories, Inc., Class A

  (28,123   (1,132,232

Electronics For Imaging, Inc.*

  (53,473   (2,231,428
    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Technology Hardware & Equipment — (Continued)

  

FARO Technologies, Inc.*

    (67,929   $ (2,705,612

Finisar Corp.*

    (391,834     (7,965,985

Ingram Micro, Inc., Class A*

    (291,701     (7,339,197

Ixia*

    (162,051     (1,941,371

JDS Uniphase Corp.*

    (394,271     (4,991,471

Knowles Corp.*

    (137,974     (2,644,962

Mitel Networks Corp. (Canada)*

    (197,677     (1,836,419

MTS Systems Corp.

    (28,803     (2,032,916

Nimble Storage, Inc.*

    (319,283     (7,809,662

Plexus Corp.*

    (72,868     (3,136,967

QLogic Corp.*

    (316,765     (4,656,446

Ruckus Wireless, Inc.*

    (278,133     (3,248,593

ScanSource, Inc.*

    (30,745     (1,225,188

Stratasys Ltd. (Israel)*

    (27,596     (1,033,470

Super Micro Computer, Inc.*

    (117,844     (3,390,372

SYNNEX Corp.

    (55,909     (4,277,038

TE Connectivity Ltd. (Switzerland)

    (6,203     (412,810

Trimble Navigation Ltd.*

    (58,919     (1,498,310

Universal Display Corp.*

    (192,678     (8,491,319

Zayo Group Holdings, Inc.*

    (151,841     (4,031,379
   

 

 

 
    (88,188,783
   

 

 

 

Telecommunication Services — (1.7)%

  

8x8, Inc.*

  (336,800   (2,940,264

Cogent Communications
Holdings, Inc.

  (100,956   (3,532,450

Consolidated Communications Holdings, Inc.

  (131,580   (2,772,391

Iridium Communications, Inc.*

  (425,860   (4,330,996

Level 3 Communications, Inc.*

  (27,216   (1,522,469

RingCentral, Inc., Class A*

  (210,692   (3,630,223

Sprint Corp.*

  (800,708   (4,107,632

T-Mobile US, Inc.*

  (67,243   (2,288,952

United States Cellular Corp.*

  (41,116   (1,518,414
   

 

 

 
  (26,643,791
   

 

 

 

Transportation — (4.6)%

  

Allegiant Travel Co.

  (22,908   (3,522,334

Atlas Air Worldwide Holdings, Inc.*

  (89,811   (4,377,388

CSX Corp.

  (9,479   (342,097

Echo Global Logistics, Inc.

  (13,821   (399,427

Forward Air Corp.

  (26,956   (1,357,774

Genesee & Wyoming, Inc.,
Class A*

  (19,021   (1,768,002

Hawaiian Holdings, Inc.*

  (153,394   (3,540,334

Hub Group, Inc., Class A*

  (87,832   (3,504,497

JB Hunt Transport Services, Inc.

  (41,790   (3,644,088
 

 

The accompanying notes are an integral part of the financial statements.

 

47


GOTHAM ENHANCED RETURN FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Transportation — (Continued)

  

Kirby Corp.*

    (89,779   $ (7,050,345

Knight Transportation, Inc.

    (230,311     (6,655,988

Marten Transport Ltd.

    (62,759     (1,397,015

Republic Airways Holdings, Inc.*

    (102,311     (1,252,287

Roadrunner Transportation Systems, Inc.*

    (106,945     (2,616,944

Ryder System, Inc.

    (14,361     (1,369,465

Saia, Inc.*

    (72,410     (2,950,708

Skywest, Inc.

    (209,454     (2,859,047

Spirit Airlines, Inc.*

    (85,950     (5,884,996

UTi Worldwide, Inc. (British Virgin Islands)*

    (425,624     (3,843,385

Werner Enterprises, Inc.

    (116,706     (3,135,890

Wesco Aircraft Holdings, Inc.*

    (162,867     (2,553,755

XPO Logistics, Inc.*

    (165,187     (8,011,570
   

 

 

 
    (72,037,336
   

 

 

 

TOTAL COMMON STOCK (Proceeds $1,141,824,504)

   

  (1,147,632,348
   

 

 

 
    Number        
    of Shares     Value  

EXCHANGE TRADED FUNDS — (0.8)%

  

SPDR S&P 500 ETF Trust

    (62,625   $ (13,058,565
   

 

 

 

TOTAL EXCHANGE TRADED FUNDS (Proceeds $13,049,866)

   

  (13,058,565
   

 

 

 

TOTAL SECURITES SOLD SHORT - (74.5)%

   

    (1,160,690,913
   

 

 

 

(Proceeds $1,154,874,370)

OTHER ASSETS IN EXCESS OF LIABILITIES - 0.8%

   

  11,880,942   
   

 

 

 

NET ASSETS - 100.0%

$ 1,558,078,312   
   

 

 

 

 

Security position is either entirely or partially held in a segregated account as collateral for securities sold short.

(a) 

All or portion of the security is on loan. (See Note 5 of the Notes to Financial Statements)

*

Non-income producing.

 

 

The accompanying notes are an integral part of the financial statements.

 

48


GOTHAM NEUTRAL FUND

Portfolio of Investments

April 30, 2015

 

    Number        
    of Shares     Value  

LONG POSITIONS — 121.5%

  

COMMON STOCKS — 121.5%

  

Automobiles & Components — 4.6%

  

Allison Transmission
Holdings, Inc.†

    206,952      $ 6,349,287   

American Axle & Manufacturing Holdings, Inc.†*

          288,727        7,197,964   

Dana Holding Corp.†

    134,135        2,893,292   

Gentex Corp.

    12,668        219,790   

Goodyear Tire & Rubber Co. (The)†

    168,376        4,775,985   

Harley-Davidson, Inc.†

    45,519        2,558,623   

Johnson Controls, Inc.†

    105,038        5,291,814   

Magna International, Inc. (Canada)†

    80,254        4,047,209   

Standard Motor Products, Inc.†

    5,087        192,289   

Thor Industries, Inc.†

    41,289        2,484,359   

Tower International, Inc.†*

    9,978        258,031   

TRW Automotive Holdings Corp.†*

    66,073        6,941,629   
   

 

 

 
        43,210,272   
   

 

 

 

Capital Goods — 22.9%

  

3M Co.†

  15,119      2,364,460   

Actuant Corp., Class A†

  102,324      2,437,358   

Aegion Corp.†*

  52,228      962,040   

American Woodmark Corp.†*

  4,583      232,358   

AZZ, Inc.†

  11,691      542,346   

Barnes Group, Inc.†

  48,841      1,958,524   

Blount International, Inc.†*

  107,824      1,429,746   

Caterpillar, Inc.†

  37,382      3,247,748   

Chart Industries, Inc.†*

  87,195      3,535,757   

Chicago Bridge & Iron Co. NV (Netherlands)†(a)

  74,447      3,547,400   

CIRCOR International, Inc.†

  35,819      1,957,150   

Crane Co.†

  132,667      8,107,280   

Cubic Corp.†(a)

  23,200      1,150,256   

Cummins, Inc.

  23,682      3,274,273   

Curtiss-Wright Corp.†

  60,685      4,433,646   

Danaher Corp.†

  2,649      216,900   

Dover Corp.†

  8,893      673,378   

Eaton Corp. PLC (Ireland)

  611      41,994   

EMCOR Group, Inc.†

  83,916      3,745,171   

Emerson Electric Co.†

  75,371      4,434,076   

ESCO Technologies, Inc.†

  2,984      109,513   

Fastenal Co.†(a)

  102,366      4,362,839   

Federal Signal Corp.†

  86,141      1,354,137   

Flowserve Corp.†

  139,243      8,149,893   

Fluor Corp.†

  5,916      355,788   

Generac Holdings, Inc.†*

  8,085      337,064   

General Cable Corp.†

  26,233      427,860   
    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Capital Goods — (Continued)

  

General Dynamics Corp.†

    53,371      $ 7,328,906   

Huntington Ingalls Industries, Inc.†

    58,642        7,716,701   

Hyster-Yale Materials
Handling, Inc.†

    6,164        452,068   

II-VI, Inc.†*

    23,203        412,781   

Illinois Tool Works, Inc.†

    49,398        4,622,665   

ITT Corp.†

    7,608        301,657   

Jacobs Engineering Group, Inc.†*

    52,533        2,251,564   

John Bean Technologies Corp.

    649        25,045   

Kaman Corp.†(a)

    25,869              1,078,996   

Kennametal, Inc.†

          151,829        5,376,265   

Keysight Technologies, Inc.†*

    144,753        4,843,435   

L-3 Communications Holdings, Inc.†

    36,060        4,143,655   

Lincoln Electric Holdings, Inc.†

    93,874        6,276,416   

Lindsay Corp.†

    14,958        1,184,524   

Manitowoc Co., Inc._(The)

    9,975        196,807   

Masco Corp.†

    180,742        4,787,856   

Meritor, Inc.†*

    347,314        4,556,760   

Moog, Inc., Class A†*

    43,578        3,045,231   

MSA Safety, Inc.†(a)

    39,926        1,826,215   

Mueller Industries, Inc.†

    8,723        305,654   

Mueller Water Products, Inc.,
Class A†

    765        7,160   

Orbital ATK, Inc.†

    143,175        10,474,683   

Owens Corning†

    55,131        2,131,364   

PACCAR, Inc.†

    64,522        4,216,513   

Parker-Hannifin Corp.†

    32,880        3,924,557   

Precision Castparts Corp.†

    13,921        2,877,332   

RBC Bearings, Inc.†*

    12,622        921,280   

Regal-Beloit Corp.†

    17,051        1,333,388   

Rexnord Corp.†*

    164,785        4,365,155   

Rockwell Automation, Inc.†

    60,522        7,177,909   

Roper Industries, Inc.†

    1,816        305,397   

Simpson Manufacturing Co., Inc.

    13,447        440,793   

Snap-on, Inc.†

    17,037        2,547,883   

Spirit AeroSystems Holdings, Inc., Class A†*

    86,736        4,413,995   

SPX Corp.†

    55,192        4,249,784   

Stanley Black & Decker, Inc.†

    69,450        6,854,715   

Sun Hydraulics Corp.(a)

    16,725        650,770   

Terex Corp.†*

    120,501        3,308,957   

Textron, Inc.

    49,835        2,191,743   

Thermon Group Holdings, Inc.†*

    16,396        381,535   

Timken Co. (The)†

    80,916        3,179,190   

TransDigm Group, Inc.†

    15,961        3,385,807   
 

 

The accompanying notes are an integral part of the financial statements.

 

49


GOTHAM NEUTRAL FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Capital Goods — (Continued)

  

Trex Co., Inc.*

    1,462      $ 68,597   

TriMas Corp.†*

    20,360        573,541   

United Technologies Corp.†

    35,438        4,031,073   

USG Corp.†(a) *

    76,475        2,029,646   

Wabash National Corp.†(a) *

         268,893        3,769,880   

Wabtec Corp.

    3,205        301,430   

Watts Water Technologies, Inc., Class A†

    35,709        1,947,926   

WESCO International, Inc.†(a) *

    102,923        7,424,865   
   

 

 

 
    213,609,024   
   

 

 

 

Commercial & Professional Services — 3.9%

  

ACCO Brands Corp.†*

  290,102      2,283,103   

Cintas Corp.†

  37,184      2,972,861   

Copart, Inc.†*

  18,888      671,846   

Exponent, Inc.†

  1,543      136,725   

FTI Consulting, Inc.†*

  44,511      1,829,847   

G&K Services, Inc.

  334      23,580   

Healthcare Services Group,
Inc.†(a)

  25,771      780,088   

INC Research Holdings, Inc.,
Class A*

  3,092      103,706   

Interface, Inc.

  1,225      26,619   

Korn/Ferry International†

  1,087      34,273   

Multi-Color Corp.†

  25,429      1,596,433   

On Assignment, Inc.*

  3,127      105,224   

Pitney Bowes, Inc.†

  287,987      6,442,269   

Progressive Waste Solutions Ltd. (Canada)†

  38,457      1,111,792   

Ritchie Bros Auctioneers, Inc.†

  118,771      3,003,719   

Robert Half International, Inc.†

  20,761      1,151,197   

RPX Corp.*

  9,483      147,555   

ServiceMaster Global
Holdings, Inc.†*

  15,967      551,820   

Stantec, Inc. (Canada)

  543      14,656   

Towers Watson & Co., Class A†

  41,866      5,313,005   

UniFirst Corp.†

  12,607      1,427,491   

Waste Management, Inc.†

  81,722      4,047,691   

West Corp.†

  66,750      2,065,912   
   

 

 

 
  35,841,412   
   

 

 

 

Consumer Durables & Apparel — 5.2%

  

Carter’s, Inc.†*

  55,409      5,533,143   

Columbia Sportswear Co.†

  1,037      65,020   

Deckers Outdoor Corp.†*

  969      71,706   

Ethan Allen Interiors, Inc.†

  4,363      105,672   

Fossil Group, Inc.†*

  75,600      6,348,888   
    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Consumer Durables & Apparel — (Continued)

  

Garmin Ltd. (Switzerland)†

    147,283      $ 6,655,719   

Hasbro, Inc.†(a)

    1,770        125,298   

Helen Of Troy Ltd. (Bemuda)*

    4,484        392,843   

Iconix Brand Group, Inc.†*

         103,224        2,715,823   

Michael Kors Holdings Ltd. (British Virgin Islands)†*

    139,994        8,660,029   

PVH Corp.†

    16,711        1,727,082   

Tupperware Brands Corp.†(a)

    77,630        5,190,342   

Universal Electronics, Inc.†*

    17,950        968,223   

Vera Bradley, Inc.(a)*

    109,946        1,565,631   

VF Corp.†

    44,559        3,227,408   

Wolverine World Wide, Inc.†(a)

    178,493        5,485,090   
   

 

 

 
    48,837,917   
   

 

 

 

Consumer Services — 2.7%

  

American Public Education, Inc.†*

  15,349      428,084   

Boyd Gaming Corp.†(a)*

  151,823      2,004,064   

Brinker International, Inc.†

  5,113      283,107   

Capella Education Co.†

  17,623      952,171   

Cracker Barrel Old Country
Store, Inc.†

  10,666      1,413,032   

DeVry Education Group, Inc.†

  81,024      2,450,166   

DineEquity, Inc.†

  16,838      1,623,688   

Hillenbrand, Inc.†

  48,662      1,430,176   

Hyatt Hotels Corp.†(a)*

  60,730      3,525,376   

Interval Leisure Group, Inc.†

  46,010      1,140,588   

Jack in the Box, Inc.†

  18,910      1,640,821   

Pinnacle Entertainment, Inc.*

  1,316      48,376   

Service Corp. International/US†

  143,787      3,980,024   

Speedway Motorsports, Inc.†

  11,448      262,159   

Strayer Education, Inc.(a)*

  4,496      228,037   

Wyndham Worldwide Corp.†

  45,845      3,915,163   
   

 

 

 
  25,325,032   
   

 

 

 

Food & Staples Retailing — 2.4%

  

CVS Health Corp.†

  34,367      3,412,299   

Fresh Market, Inc. (The)(a)*

  99,390      3,492,565   

Ingles Markets, Inc., Class A

  1,249      52,283   

Kroger Co. (The)†

  27,598      1,901,778   

SpartanNash Co.†

  17,521      528,609   

SUPERVALU, Inc.†*

  582,738      5,122,267   

Sysco Corp.†

  26,583      984,369   

Wal-Mart Stores, Inc.†

  88,487      6,906,410   

Weis Markets, Inc.†

  4,261      188,975   
   

 

 

 
  22,589,555   
   

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

50


GOTHAM NEUTRAL FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Food, Beverage & Tobacco — 9.2%

  

Altria Group, Inc.†

         137,857      $ 6,899,743   

Archer-Daniels-Midland Co.†

    14,941        730,316   

B&G Foods, Inc.(a)

    31,118        945,987   

Bunge, Ltd. (Bermuda)†*

    30,232        2,611,138   

Campbell Soup Co.

    1,905        85,173   

Coca-Cola Co. (The)†

    75,921        3,079,356   

Coca-Cola Enterprises, Inc.†

    47,751        2,120,622   

ConAgra Foods, Inc.†

    235,529        8,514,373   

Dr Pepper Snapple Group, Inc.†

    63,654        4,747,315   

Flowers Foods, Inc.†

    154,566        3,453,004   

Hershey Co. (The)

    2,606        239,544   

Hormel Foods Corp.†

    25,114        1,364,946   

Ingredion, Inc.†

    7,244        575,174   

Kellogg Co.†

    129,901        8,226,630   

Lorillard, Inc.†

    90,090        6,293,687   

McCormick & Co., Inc., non-voting shares†

    24,886        1,873,916   

Mead Johnson Nutrition Co.

    111        10,647   

Molson Coors Brewing Co.,
Class B†

    30,755        2,260,800   

Monster Beverage Corp.†*

    1,691        231,853   

National Beverage Corp.†*

    4,763        106,453   

PepsiCo, Inc.†

    57,424        5,462,171   

Philip Morris International, Inc.†

    70,195        5,859,177   

Pilgrim’s Pride Corp.(a)

    321,630        7,944,261   

Reynolds American, Inc.

    4,064        297,891   

Sanderson Farms, Inc.(a)

    124,362        9,342,073   

Vector Group, Ltd.†(a)

    123,066        2,725,912   
   

 

 

 
        86,002,162   
   

 

 

 

Health Care Equipment & Services — 5.4%

  

Air Methods Corp.†(a)*

  48,519      2,217,318   

Amedisys, Inc.†*

  18,996      528,279   

Anika Therapeutics, Inc.†*

  40,511      1,382,235   

Becton Dickinson and Co.

       36   

Cardinal Health, Inc.†

  15,646      1,319,584   

Computer Programs & Systems, Inc.†

  8,000      418,640   

Cyberonics, Inc.†(a)*

  36,309      2,211,581   

DENTSPLY International, Inc.†

  156,411      7,976,961   

Edwards Lifesciences Corp.†*

  5,422      686,696   

Express Scripts Holding Co.†*

  17,636      1,523,750   

Globus Medical, Inc., Class A†*

  17,523      418,624   

Greatbatch, Inc.†*

  28,579      1,540,980   

Halyard Health, Inc.†*

  73,189      3,548,203   

Hologic, Inc.*

  171      5,770   

ICU Medical, Inc.†*

  15,931      1,344,098   
    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Health Care Equipment & Services — (Continued)

  

Kindred Healthcare, Inc.†

         277,372      $ 6,365,687   

Meridian Bioscience, Inc.†

    34,469        610,791   

Natus Medical, Inc.†*

    50,416        1,901,187   

Omnicare, Inc.†

    25,916        2,280,090   

Quality Systems, Inc.†

    115,524        1,801,597   

Quest Diagnostics, Inc.†

    39,144        2,795,665   

St Jude Medical, Inc.†

    17,541        1,228,747   

Teleflex, Inc.†

    32,076        3,944,065   

Universal Health Services, Inc.,
Class B†

    18,402        2,152,114   

Varian Medical Systems, Inc.†*

    22,996        2,043,195   
   

 

 

 
        50,245,893   
   

 

 

 

Household & Personal Products — 2.3%

  

Avon Products, Inc.†

  90,797      741,812   

Church & Dwight Co., Inc.†

  20,648      1,675,998   

Clorox Co. (The)†

  40,288      4,274,557   

Colgate-Palmolive Co.

  2,767      186,164   

Energizer Holdings, Inc.†

  15,892      2,171,165   

Estee Lauder Cos., Inc. (The),
Class A

  9,068      737,138   

Inter Parfums, Inc.†

  6,181      186,543   

Kimberly-Clark Corp.†

  5,972      655,069   

Procter & Gamble Co. (The)†

  67,678      5,381,078   

Revlon, Inc., Class A†*

  10,028      392,195   

Spectrum Brands Holdings, Inc.†

  56,371      5,154,001   
   

 

 

 
  21,555,720   
   

 

 

 

Media — 3.9%

  

Comcast Corp., Class A

  18,692      1,079,650   

Discovery Communications, Inc., Class A†*

  72,155      2,334,936   

Gannett Co., Inc.†

  45,516      1,562,109   

Interpublic Group of Cos, Inc. (The)†

  202,151      4,212,827   

John Wiley & Sons, Inc., Class A

  1,472      83,727   

Loral Space & Communications, Inc.†*

  14,256      983,664   

Meredith Corp.

  5,160      268,526   

National CineMedia, Inc.†

  34,046      518,861   

New York Times Co. (The),
Class A†(a)

  157,213      2,105,082   

Nexstar Broadcasting Group, Inc., Class A(a)

  52,667      3,078,913   

Omnicom Group, Inc.†

  53,099      4,022,780   

Regal Entertainment Group,
Class A†(a)

  24,459      538,098   
 

 

The accompanying notes are an integral part of the financial statements.

 

51


GOTHAM NEUTRAL FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Media — (Continued)

  

Scholastic Corp.

    6,475      $ 263,144   

Scripps Networks Interactive, Inc., Class A†

    25,876        1,807,697   

Sinclair Broadcast Group, Inc.,
Class A(a)

    44,550        1,365,012   

Time Warner, Inc.

    24,009        2,026,600   

Time, Inc.†(a)

    120,273        2,745,833   

Tribune Media Co., Class A†

    125,441        7,033,477   
   

 

 

 
       36,030,936   
   

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences — 8.5%

  

Amgen, Inc.†

  41,776      6,596,848   

Bio-Rad Laboratories, Inc.,
Class A†*

  35,911      4,828,234   

Depomed, Inc.†*

       111,565      2,595,002   

Gilead Sciences, Inc.†*

  97,977      9,847,668   

Johnson & Johnson†

  81,384      8,073,293   

Lannett Co., Inc.†(a)*

  135,132      7,770,090   

Medivation, Inc.†*

  26,703      3,224,120   

NewLink Genetics Corp.†*

  144,961      6,465,261   

PAREXEL International Corp.†*

  141,970      9,025,743   

PDL BioPharma, Inc.†(a)

  694,571      4,632,789   

Pfizer, Inc.†

  216,355      7,340,925   

Prestige Brands Holdings, Inc.*

  176      6,908   

Quintiles Transnational Holdings, Inc.†*

  39,858      2,625,845   

Sucampo Pharmaceuticals, Inc.†*

  22,859      405,976   

United Therapeutics Corp.†*

  26,559      4,241,207   

Waters Corp.*

  10,705      1,340,159   
   

 

 

 
    79,020,068   
   

 

 

 

Retailing — 14.6%

  

Abercrombie & Fitch Co.,
Class A(a)

  115,312      2,592,214   

American Eagle Outfitters, Inc.

  14,930      237,536   

Asbury Automotive Group, Inc.*

  4,760      399,983   

Barnes & Noble, Inc.†*

  152,836      3,347,108   

Bed Bath & Beyond, Inc.†*

  59,462      4,189,693   

Best Buy Co., Inc.†

  174,511      6,046,806   

Big Lots, Inc.†(a)

  156,543      7,133,665   

Brown Shoe Co., Inc.†

  73,843      2,193,137   

Buckle, Inc. (The)(a)

  58,881      2,637,869   

Cato Corp. (The), Class A†

  49,693      1,954,923   

Chico’s FAS, Inc.†

  335,112      5,649,988   

Children’s Place, Inc. (The)†(a)

  61,799      3,748,727   

Dick’s Sporting Goods, Inc.

  2,655      144,060   

Dillard’s, Inc., Class A†

  33,357      4,389,448   

Dollar General Corp.†

  2,516      182,938   

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Retailing — (Continued)

  

Dollar Tree, Inc.†*

    33,408      $ 2,552,705   

DSW, Inc., Class A†

    20,320        737,006   

Foot Locker, Inc.†

    118,554        7,048,035   

Gap, Inc. (The)†

    227,137        9,003,711   

Genesco, Inc.†*

    34,836        2,354,565   

Genuine Parts Co.†

    24,597        2,210,040   

GNC Holdings, Inc., Class A†

    6,590        283,700   

Guess?, Inc.†(a)

    375,791        6,880,733   

Hibbett Sports, Inc.†(a)*

    82,520        3,861,936   

Home Depot, Inc. (The)†

    10,091        1,079,535   

JC Penney Co., Inc.†(a)*

    473,371        3,928,979   

Kohl’s Corp.†

         112,934        8,091,721   

Lands’ End, Inc.†(a)*

    84,878        2,493,716   

Liberty Interactive Corp.,
Class A†*

    8,492        244,230   

Lowe’s Cos., Inc.†

    71,612        4,931,202   

Macy’s, Inc.†

    69,914        4,518,542   

Michaels Cos., Inc. (The)†*

    79,413        2,053,620   

Murphy USA, Inc.†*

    82,495        5,389,398   

Office Depot, Inc.*

    93,651        863,462   

Outerwall, Inc.†(a)

    108,757        7,224,728   

Ross Stores, Inc.†

    18,882        1,867,052   

Sally Beauty Holdings, Inc.†*

    94,409        2,946,505   

Target Corp.†

    65,235        5,142,475   

TJX Cos., Inc. (The)†

    53,202        3,433,657   

Zumiez, Inc.†(a)*

    67,197        2,130,817   
   

 

 

 
      136,120,165   
   

 

 

 

Semiconductors & Semiconductor Equipment — 6.1%

  

Advanced Energy Industries, Inc.†*

  108,527      2,654,570   

Applied Materials, Inc.†

  272,564      5,394,042   

Cabot Microelectronics Corp.†*

  45,238      2,139,757   

Cirrus Logic, Inc.*

  2,218      74,924   

Cypress Semiconductor Corp.†

  122,062      1,625,866   

Diodes, Inc.†*

  44,124      1,178,993   

Fairchild Semiconductor International, Inc.†*

  93,022      1,689,745   

First Solar, Inc.†*

  95,751      5,713,462   

Integrated Device Technology, Inc.†*

  127,286      2,315,332   

Intel Corp.†

  103,504      3,369,055   

Linear Technology Corp.†

  6,616      305,196   

Marvell Technology Group Ltd. (Bermuda)†

  595,035      8,336,440   

Microsemi Corp.*

  2,956      98,612   

MKS Instruments, Inc.†

  73,688      2,565,079   

OmniVision Technologies, Inc.†*

  123,894      3,456,023   
 

 

The accompanying notes are an integral part of the financial statements.

 

52


GOTHAM NEUTRAL FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Semiconductors & Semiconductor Equipment — (Continued)

  

Pentair PLC (Ireland)†*

    14,931      $ 927,962   

Rambus, Inc.†*

    6,175        85,462   

Teradyne, Inc.†

         290,989        5,310,549   

Tessera Technologies, Inc.†

    119,884        4,329,011   

Texas Instruments, Inc.†

    105,305        5,708,584   
   

 

 

 
        57,278,664   
   

 

 

 

Software & Services — 11.0%

  

Accenture PLC, Class A
(Ireland)†

  39,900      3,696,735   

Amdocs, Ltd. (Channel Islands)†

  14,693      809,144   

ANSYS, Inc.*

  4,162      357,266   

Aspen Technology, Inc.†*

  79,474      3,527,851   

Automatic Data Processing, Inc.†

  18,239      1,541,925   

AVG Technologies NV (Netherlands)†*

  18,412      440,415   

Booz Allen Hamilton Holding Corp.†

  115,938      3,188,295   

Broadridge Financial Solutions, Inc.†

  51,354      2,769,008   

CA, Inc.†

  83,689      2,658,800   

CACI International, Inc.,
Class A†*

  3,431      302,751   

CGI Group, Inc., Class A (Canada)†*

  89,575      3,768,420   

Computer Sciences Corp.†

  137,544      8,864,711   

DST Systems, Inc.†

  54,222      6,239,868   

Electronic Arts, Inc.†*

  179,814      10,445,395   

Engility Holdings, Inc.†

  29,634      825,900   

Euronet Worldwide, Inc.†*

  4,564      266,903   

International Business Machines Corp.†

  4,922      843,089   

Leidos Holdings, Inc.†

  130,492      5,433,687   

ManTech International Corp., Class A

  207      6,051   

MAXIMUS, Inc.†

  26,254      1,680,519   

MicroStrategy, Inc., Class A*

  747      136,044   

NetScout Systems, Inc.(a)*

  26,967      1,108,344   

NeuStar, Inc., Class A†(a)*

  217,715      6,531,450   

NIC, Inc.†

  48,776      829,192   

Oracle Corp.†

  18,330      799,555   

Progress Software Corp.†*

  18,404      485,866   

Rovi Corp.*

  9,918      183,582   

Science Applications International Corp.†

  79,134      3,964,613   

Stamps.com, Inc.†*

  3,563      220,514   

Teradata Corp.†(a)*

  204,571      8,999,078   

TiVo, Inc.†*

  281,874      3,114,708   

Total System Services, Inc.

  1,581      62,544   

VeriSign, Inc.†*

  58,538      3,717,748   

Visa, Inc., Class A†

  18,753      1,238,636   
    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Software & Services — (Continued)

  

WebMD Health Corp.†*

    49,115      $ 2,168,427   

Western Union Co. (The)†(a)

         331,159        6,715,905   

Xerox Corp.†

    377,648        4,342,952   
   

 

 

 
       102,285,891   
   

 

 

 

Technology Hardware & Equipment — 12.7%

  

ADTRAN, Inc.†

  82,745      1,374,394   

Apple, Inc.

  68,830      8,614,074   

ARRIS Group, Inc.†*

  138,536      4,665,200   

Arrow Electronics, Inc.†*

  74,607      4,454,784   

Aruba Networks, Inc.†

  36,210      891,128   

Avnet, Inc.†

  7,348      313,245   

AVX Corp.†

  20,038      275,923   

Benchmark Electronics, Inc.†*

  66,549      1,565,898   

Blackberry, Ltd.*

  12,864      130,698   

Brocade Communications Systems, Inc.†

  595,508      6,729,240   

CDW Corp./DE†

  143,675      5,505,626   

Celestica, Inc. (Canada)*

  70,826      864,785   

Coherent, Inc.†(a)*

  33,433      2,005,980   

CommScope Holding Co., Inc.†*

  217,758      6,426,039   

Corning, Inc.†

  205,110      4,292,952   

Diebold, Inc.†

  112,149      3,899,421   

FEI Co.

  6,903      520,900   

FLIR Systems, Inc.†

  36,416      1,124,890   

Harris Corp.†

  67,024      5,378,006   

Hewlett-Packard Co.†

  86,887      2,864,664   

Insight Enterprises, Inc.†*

  17,634      504,685   

InterDigital, Inc./PA†(a)

  110,742      6,059,802   

Itron, Inc.†*

  16,599      595,240   

Jabil Circuit, Inc.†

  47,775      1,075,893   

Lexmark International, Inc., Class A†

  50,950      2,261,670   

Littelfuse, Inc.

  2,769      271,334   

Methode Electronics, Inc.†

  89,164      3,785,903   

Motorola Solutions, Inc.

  9,725      581,069   

NCR Corp.†*

  194,337      5,332,607   

NetApp, Inc.†

  168,681      6,114,686   

NETGEAR, Inc.†*

  55,038      1,666,000   

OSI Systems, Inc.†*

  24,346      1,636,295   

Polycom, Inc.†*

  331,662      4,328,189   

QUALCOMM, Inc.†

  103,180      7,016,240   

Rogers Corp.†*

  17,207      1,251,121   

SanDisk Corp.†

  38,448      2,573,709   

Sanmina Corp.†*

  62,587      1,272,394   

Vishay Intertechnology, Inc.†

  283,715      3,597,506   
 

 

The accompanying notes are an integral part of the financial statements.

 

53


GOTHAM NEUTRAL FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Technology Hardware & Equipment — (Continued)

  

Western Digital Corp.†

    66,706      $ 6,519,844   
   

 

 

 
  118,342,034   
   

 

 

 

Telecommunication Services — 2.9%

  

Arista Networks, Inc.†*

  66,786      4,274,972   

Atlantic Tele-Network, Inc.†

  6,597      435,534   

BCE, Inc.†

  67,303      2,968,735   

CenturyLink, Inc.†(a)

       159,480      5,734,901   

Intelsat SA (Luxembourg)†*

  40,316      507,578   

Rogers Communications, Inc., Class B (Canada)†

  104,352      3,726,410   

Shenandoah Telecommunications Co.

  3,096      106,688   

Verizon Communications, Inc.†

  187,072      9,435,912   
   

 

 

 
  27,190,730   
   

 

 

 

Transportation — 3.2%

  

ArcBest Corp.†

  20,226      722,068   

Con-way, Inc.†

  52,698      2,165,888   

Delta Air Lines, Inc.†

  147,483      6,583,641   

Heartland Express, Inc.†(a)

  25,876      541,326   

Landstar System, Inc.†

  58,222      3,627,813   

Matson, Inc.†

  73,359      2,971,040   

Southwest Airlines Co.†

  168,630      6,839,633   

United Continental Holdings, Inc.†*

  101,241      6,048,137   

United Parcel Service, Inc.,
Class B

  1,147      115,308   
   

 

 

 

TOTAL COMMON STOCKS

  29,614,854   
   

 

 

 

(Cost $1,079,733,722)

  1,133,100,329   
   

 

 

 

TOTAL LONG POSITIONS - 121.5%

  

  1,133,100,329   
   

 

 

 

(Cost $1,079,733,722)

SHORT POSITIONS - (95.8)%

  

COMMON STOCKS — (95.8)%

  

Automobiles & Components — (1.9)%

  

BorgWarner, Inc.

  (31,368   (1,856,986

Cooper-Standard Holding, Inc.*

  (971   (59,250

Federal-Mogul Holdings Corp.*

  (37,420   (482,718

Ford Motor Co.

  (30,490   (481,742

Gentherm, Inc.*

  (55,647   (2,934,266

Lear Corp.

  (38,015   (4,220,805

Superior Industries International, Inc.

  (3,547   (65,974

Tesla Motors, Inc.*

  (34,254   (7,743,117
   

 

 

 
  (17,844,858
   

 

 

 

Capital Goods — (11.4)%

AAR Corp.

  (47,747   (1,443,869
    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Capital Goods — (Continued)

  

Advanced Drainage Systems, Inc.

    (111,174   $   (3,112,872

AECOM*

    (221,059     (6,976,622

Alamo Group, Inc.

    (520     (32,126

Applied Industrial Technologies, Inc.

    (76,870     (3,210,860

Astec Industries, Inc.

    (19,165     (806,463

Astronics Corp.*

    (11,884     (799,912

Babcock & Wilcox Co. (The)

    (78,384     (2,533,371

Beacon Roofing Supply, Inc.*

    (157,794     (4,689,638

Brady Corp.

    (629     (16,750

Briggs & Stratton Corp.

        (107,879     (2,109,034

Builders FirstSource, Inc.*

    (53,596     (683,885

CAE, Inc. (Canada)

    (13,371     (165,934

Comfort Systems Usa, Inc.

    (45,402     (939,367

Donaldson Co., Inc.

    (21,780     (813,919

Dycom Industries, Inc.*

    (35,149     (1,616,151

Encore Wire Corp.

    (20,586     (926,576

EnerSys.

    (4,311     (292,717

EnPro Industries, Inc.*

    (1,376     (88,078

Graco, Inc.

    (4,282     (306,677

Granite Construction, Inc.

    (43,401     (1,506,449

Harsco Corp.

    (18,042     (290,115

Hexcel Corp.

    (7,570     (379,636

Ingersoll-Rand PLC (Ireland)

    (22,858     (1,504,971

Joy Global, Inc.

    (35,871     (1,529,539

Kbr, Inc.

    (354,104     (6,186,197

Lennox International, Inc.

    (14,924     (1,581,347

MasTec, Inc.*

    (211,166     (3,788,318

MRC Global, Inc.*

    (551,780     (8,055,988

MSC Industrial Direct Co., Inc.,
Class A

    (10,355     (735,826

NCI Building Systems, Inc.*

    (25,152     (389,353

Nortek, Inc.*

    (4,051     (342,796

Oshkosh Corp.

    (98,581     (5,307,601

Ply Gem Holdings, Inc.*

    (42,139     (572,248

Polypore International, Inc.*

    (8,283     (485,052

Power Solutions International, Inc.*

    (11,584     (739,059

Primoris Services Corp.

    (90,472     (1,739,777

Proto Labs, Inc.*

    (22,377     (1,566,390

Quanex Building Products Corp.

    (6,633     (128,017

Quanta Services, Inc.*

    (226,275     (6,541,610

Raven Industries, Inc.

    (49,317     (983,381

Rush Enterprises, Inc., Class A*

    (17,042     (445,478

Sensata Technologies Holding NV (Netherlands)*

    (130,163     (7,186,299
 

 

The accompanying notes are an integral part of the financial statements.

 

54


GOTHAM NEUTRAL FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Capital Goods — (Continued)

  

SolarCity Corp.*

    (71,806   $ (4,311,950

Standex International Corp.

    (3,444     (278,516

Taser International, Inc.*

        (191,412     (5,778,728

Textainer Group Holdings Ltd. (Bermuda)

    (46,065     (1,395,770

Titan International, Inc.

    (26,780     (278,244

Toro Co. (The)

    (35,878     (2,405,261

Tutor Perini Corp.*

    (80,769     (1,712,303

Universal Forest Products, Inc.

    (18,621     (1,030,114

Valmont Industries, Inc.

    (77     (9,704

WABCO Holdings, Inc.*

    (25,236     (3,140,620

Watsco, Inc.

    (17,478     (2,102,429
   

 

 

 
  (105,993,907
   

 

 

 

Commercial & Professional Services — (2.8)%

  

ABM Industries, Inc.

  (474   (15,192

Acacia Research Corp.

  (65,926   (726,505

ADT Corp. (The)

  (32,763   (1,231,889

Advisory Board Co. (The)*

  (88,323   (4,583,080

Brink’s Co./The

  (20,693   (547,744

Clean Harbors, Inc.*

  (2,284   (126,191

Covanta Holding Corp.

  (8,589   (174,271

HNI Corp.

  (39,243   (1,830,294

ICF International, Inc.*

  (8,589   (330,677

Kelly Services, Inc., Class A

  (23,418   (384,524

Knoll, Inc.

  (69,066   (1,572,633

Paylocity Holding Corp.*

  (13,323   (375,042

Rollins, Inc.

  (5,691   (141,137

Tetra Tech, Inc.

  (82,573   (2,238,554

TriNet Group, Inc.*

  (55,562   (1,945,781

TrueBlue, Inc.*

  (96,595   (2,780,004

United Stationers, Inc.

  (47,889   (1,944,772

US Ecology, Inc.

  (50,167   (2,353,334

WageWorks, Inc.*

  (49,768   (2,508,307
   

 

 

 
  (25,809,931
   

 

 

 

Consumer Durables & Apparel — (7.0)%

  

Crocs, Inc.*

  (284,488   (3,755,242

DR Horton, Inc.

  (72,327   (1,837,106

Gildan Activewear, Inc. (Canada)

  (139,364   (4,419,232

Hanesbrands, Inc.

  (103,171   (3,206,555

Hovnanian Enterprises, Inc.,
Class A*

  (75,467   (235,457

Installed Building Products, Inc.*

  (97   (2,019

KB Home

  (239,245   (3,466,660

La-Z-Boy, Inc.

  (85,601   (2,243,602

Libbey, Inc.

  (1,649   (64,888

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Consumer Durables & Apparel — (Continued)

  

MDC Holdings, Inc.

        (233,648   $ (6,271,112

Meritage Homes Corp.*

    (160,197     (6,851,626

Performance Sports Group Ltd.
(Canada)*

    (16,341     (331,722

PulteGroup, Inc.

    (301,633     (5,821,517

Ryland Group, Inc. (The)

    (33,102     (1,364,464

Smith & Wesson Holding Corp.

    (246,540     (3,664,817

Standard Pacific Corp.*

    (513,913     (4,162,695

Taylor Morrison Home Corp.,
Class A*

    (39,528     (732,059

Tri Pointe Homes, Inc.*

    (363,568     (5,191,751

Under Armour, Inc., Class A*

    (67,557     (5,239,045

Whirlpool Corp.

    (22,862     (4,014,567

William Lyon Homes, Class A*

    (99,475     (2,153,634
   

 

 

 
    (65,029,770
   

 

 

 

Consumer Services — (6.1)%

2U, Inc.*

  (9,730   (258,915

Carnival Corp. (Panama)

  (29,805   (1,310,526

Churchill Downs, Inc.

  (12,242   (1,458,879

ClubCorp Holdings, Inc.

  (61,641   (1,349,321

Domino’s Pizza, Inc.

  (1,830   (197,366

Fiesta Restaurant Group, Inc.*

  (36,481   (1,844,115

Grand Canyon Education, Inc.*

  (1,216   (55,060

International Speedway Corp.,
Class A

  (39,812   (1,447,564

Krispy Kreme Doughnuts, Inc.*

  (35,791   (637,080

Life Time Fitness, Inc.*

  (70,201   (5,019,372

Matthews International Corp., Class A

  (1,717   (83,326

MGM Resorts International*

  (226,376   (4,787,852

Noodles & Co.*

  (3,022   (60,500

Norwegian Cruise Line Holdings Ltd. (Bermuda)*

  (102,384   (4,966,648

Panera Bread Co., Class A*

  (10,657   (1,944,689

Papa John’s International, Inc.

  (6,613   (405,840

Penn National Gaming, Inc.*

  (351,187   (5,647,087

Red Robin Gourmet Burgers, Inc.*

  (49,062   (3,684,066

Regis Corp.*

  (62,640   (1,034,813

Royal Caribbean Cruises, Ltd. (Liberia)

  (60,872   (4,142,948

Six Flags Entertainment Corp.

  (13,216   (621,416

Starwood Hotels & Resorts Worldwide, Inc.

  (5,945   (510,973

Texas Roadhouse, Inc.

  (33,882   (1,138,435
 

 

The accompanying notes are an integral part of the financial statements.

 

55


GOTHAM NEUTRAL FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Consumer Services — (Continued)

  

Wendy’s Co. (The)

        (427,555   $ (4,326,857

Wynn Resorts Ltd.

    (59,778     (6,639,542

Yum! Brands, Inc.

    (34,406     (2,957,540
   

 

 

 
  (56,530,730
   

 

 

 

Food & Staples Retailing — (0.7)%

  

PriceSmart, Inc.

  (20,988   (1,688,694

Smart & Final Stores, Inc.*

  (9,045   (156,659

Sprouts Farmers Market, Inc.*

  (11,886   (380,174

United Natural Foods, Inc.*

  (69,309   (4,675,585
   

 

 

 
  (6,901,112
   

 

 

 

Food, Beverage & Tobacco — (4.4)%

  

Boston Beer Co., Inc. (The),
Class A*

  (6,517   (1,614,913

Boulder Brands, Inc.*

  (63,268   (603,577

Calavo Growers, Inc.

  (4,056   (205,436

Coca-Cola Bottling Co. Consolidated

  (5,938   (670,994

Constellation Brands, Inc.,
Class A*

  (28,705   (3,328,058

Cott Corp.

  (138,814   (1,209,070

Darling Ingredients, Inc.*

  (405,489   (5,538,980

Dean Foods Co.

  (236,105   (3,836,706

J&J Snack Foods Corp.

  (8,631   (900,472

JM Smucker Co._(The)

  (5,442   (630,837

Keurig Green Mountain, Inc.

  (2,015   (234,486

Post Holdings, Inc.*

  (141,645   (6,648,816

Snyders-Lance, Inc.

  (36,699   (1,083,721

TreeHouse Foods, Inc.*

  (65,819   (5,348,452

Tyson Foods, Inc.

  (29,341   (1,158,970

Universal Corp.

  (51,925   (2,442,033

WhiteWave Foods Co. (The)*

  (124,894   (5,491,589
   

 

 

 
    (40,947,110
   

 

 

 

Health Care Equipment & Services — (12.1)%

  

Abiomed, Inc.(a) *

  (1,846   (116,704

Acadia Healthcare Co., Inc.*

  (52,417   (3,590,564

Accuray, Inc.*

  (89,029   (723,806

Adeptus Health, Inc., Class A*

  (25,143   (1,595,826

Allscripts Healthcare Solutions, Inc.*

  (431,084   (5,733,417

AmerisourceBergen Corp.

  (15,261   (1,744,332

AMN Healthcare Services, Inc.*

  (98,295   (2,242,109

Analogic Corp.

  (24,252   (2,049,294

AngioDynamics, Inc.*

  (3,002   (50,103

athenahealth, Inc.*

  (49,891   (6,119,630

Bio-Techne Corp.

  (29,561   (2,836,674

Boston Scientific Corp.*

  (31,271   (557,249

Brookdale Senior Living, Inc.*

  (162,438   (5,885,129
    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Health Care Equipment & Services — (Continued)

  

Cantel Medical Corp.

    (22,056   $ (987,888

Capital Senior Living Corp.*

    (14,774     (386,636

Cardiovascular Systems, Inc.*

    (62,304     (1,950,115

Catamaran Corp. (Canada)*

    (61,558     (3,653,467

Cerner Corp.*

    (29,328     (2,106,044

Community Health Systems, Inc.*

    (26,273     (1,410,335

Cooper Co., Inc. (The)

    (14,307     (2,547,647

Cynosure, Inc., Class A*

    (3,607     (120,546

DexCom, Inc.*

    (70,354     (4,753,820

Endologix, Inc.*

        (148,384     (2,308,855

Ensign Group, Inc._(The)

    (36,250     (1,526,488

ExamWorks Group, Inc.*

    (297     (12,162

HealthSouth Corp.

    (99,118     (4,482,116

HeartWare International, Inc.*

    (24,850     (1,881,394

Hill-Rom Holdings, Inc.

    (96,619     (4,825,153

IDEXX Laboratories, Inc.*

    (5,407     (677,876

Insulet Corp.*

    (218,251     (6,514,792

Intuitive Surgical, Inc.*

    (7,271     (3,606,271

K2M Group Holdings, Inc.*

    (40,215     (844,917

Laboratory Corp. of America Holdings*

    (19,271     (2,304,041

LDR Holding Corp.*

    (65,228     (2,207,968

LifePoint Hospitals, Inc.*

    (6,314     (472,792

Medidata Solutions, Inc.*

    (16,132     (861,933

Novadaq Technologies, Inc. (Canada)*

    (80,901     (874,540

NuVasive, Inc.*

    (6,603     (295,352

NxStage Medical, Inc.*

    (122,198     (2,239,889

Ocular Therapeutix, Inc.*

    (425     (9,329

Omnicell, Inc.*

    (690     (24,516

Owens & Minor, Inc.

    (95,459     (3,218,877

Providence Service Corp.
(The)*

    (30,709     (1,305,747

ResMed, Inc.

    (24,459     (1,563,908

Select Medical Holdings Corp.

    (28,917     (420,742

Spectranetics Corp. (The)*

    (117,077     (3,003,025

Thoratec Corp.*

    (105,178     (4,218,690

Tornier NV (Netherlands)*

    (55,454     (1,434,595

Veeva Systems, Inc.*

    (812     (21,559

Wright Medical Group, Inc.*

    (199,726     (5,067,049

Zeltiq Aesthetics, Inc.*

    (163,693     (5,025,375
   

 

 

 
    (112,411,286
   

 

 

 

Household & Personal Products — (0.0)%

  

Coty, Inc., Class A

  (11,349   (271,355
 

 

The accompanying notes are an integral part of the financial statements.

 

56


GOTHAM NEUTRAL FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Household & Personal Products — (Continued)

  

WD-40 Co.

    (146   $ (11,820
   

 

 

 
  (283,175
   

 

 

 

Media — (1.6)%

  

Carmike Cinemas, Inc.*

  (66,125   (1,995,652

Charter Communications, Inc., Class A*

  (6,987   (1,306,988

Clear Channel Outdoor Holdings, Inc., Class A*

  (1,432   (16,296

Liberty Global PLC, Class C (United Kingdom)*

  (20,784   (1,048,553

Live Nation Entertainment, Inc.*

      (129,326   (3,240,910

Media General, Inc.*

  (238,062   (4,020,867

New Media Investment Group, Inc.

  (3,797   (87,825

Rentrak Corp.*

  (55,955   (2,652,267

Rubicon Project, Inc. (The)*

  (42   (734

Thomson Reuters Corp. (Canada)

  (9,009   (369,910
   

 

 

 
    (14,740,002
   

 

 

 

Pharmaceuticals, Biotechnology & Life Sciences — (2.6)%

  

Agios Pharmaceuticals, Inc.*

  (9,883   (912,596

Akorn, Inc.*

  (21,232   (884,100

Albany Molecular Research, Inc.*

  (55,759   (1,007,008

Alnylam Pharmaceuticals, Inc.*

  (6,074   (618,758

Array BioPharma, Inc.*

  (1,510   (9,438

Atara Biotherapeutics, Inc.*

  (1,721   (71,335

BioCryst Pharmaceuticals, Inc.*

  (104,565   (971,409

BioDelivery Sciences International, Inc.*

  (102,560   (826,634

Celldex Therapeutics, Inc.*

  (20,563   (493,512

Cempra, Inc.*

  (25,246   (794,997

Coherus Biosciences, Inc.*

  (21,007   (457,322

Diplomat Pharmacy, Inc.*

  (76,283   (2,732,457

Endo International PLC (Ireland)*

  (9,870   (829,722

Epizyme, Inc.*

  (3,303   (53,872

Fluidigm Corp.*

  (67,702   (2,536,117

Genomic Health, Inc.*

  (11,353   (307,326

Horizon Pharma PLC (Ireland)*

  (1,229   (34,559

Insmed, Inc.*

  (1,732   (34,709

Intra-cellular Therapies, Inc.*

  (33,821   (691,639

MacroGenics, Inc.*

  (34,896   (998,375

Medicines Co. (The)*

  (79,589   (2,038,274

Nektar Therapeutics*

  (82,095   (781,544

Novavax, Inc.*

  (173,818   (1,343,613

OvaScience, Inc.*

  (4,451   (110,140

Pacira Pharmaceuticals, Inc.*

  (2,113   (144,698

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Pharmaceuticals, Biotechnology & Life Sciences — (Continued)

   

Prothena Corp. PLC*

          (10,606   $ (343,740

PTC Therapeutics, Inc.*

    (3,717     (218,374

Raptor Pharmaceutical Corp.*

    (28,465     (288,066

Synageva BioPharma Corp.*

    (6,441     (592,314

Tetraphase Pharmaceuticals, Inc.*

    (66,042     (2,329,962

TG Therapeutics, Inc.*

    (9,054     (126,394

Vertex Pharmaceuticals, Inc.*

    (5,247     (646,850

ZS Pharma, Inc.*

    (4,796     (182,584
   

 

 

 
    (24,412,438
   

 

 

 

Retailing — (7.4)%

1-800-Flowers.com, Inc.,
Class A*

  (28,486   (301,097

Advance Auto Parts, Inc.

  (20,946   (2,995,278

CarMax, Inc.*

  (69,052   (4,703,132

Etsy, Inc.*

  (32,243   (717,084

Expedia, Inc.

  (52,341   (4,932,092

Finish Line, Inc. (The), Class A

  (86,235   (2,115,345

FTD Cos, Inc.*

  (46,966   (1,340,410

Group 1 Automotive, Inc.

  (19,511   (1,540,979

Groupon, Inc.*

  (525,598   (3,637,138

Habit Restaurants, Inc. (The),
Class A*

  (50,420   (1,669,910

Lithia Motors, Inc., Class A

  (68,065   (6,788,122

LKQ Corp.*

  (174,612   (4,726,747

Mattress Firm Holding Corp.*

  (40,878   (2,415,072

Men’s Wearhouse, Inc. (The)

  (58,897   (3,332,981

Monro Muffler Brake, Inc.

  (45,044   (2,697,685

Netflix, Inc.*

  (5,221   (2,905,486

Orbitz Worldwide, Inc.*

  (45,465   (532,850

Penske Automotive Group, Inc.

  (40,735   (1,988,275

Pier 1 Imports, Inc.

  (402,512   (5,091,777

Shutterfly, Inc.*

  (82,202   (3,679,362

Signet Jewelers Ltd. (Bermuda)

  (8,828   (1,184,100

Tuesday Morning Corp.*

  (137,603   (2,176,879

Vista Outdoor, Inc.*

  (32,472   (1,420,975

Walgreens Boots Alliance, Inc.

  (67,074   (5,562,447

zulily, Inc., Class A*

  (51,937   (647,395
   

 

 

 
  (69,102,618
   

 

 

 

Semiconductors & Semiconductor Equipment — (5.8)%

  

Advanced Micro Devices, Inc.*

  (1,712,414   (3,870,056

Altera Corp.

  (31,516   (1,313,587

Analog Devices, Inc.

  (56,486   (3,493,094

Atmel Corp.

  (399,594   (3,028,923

Cavium, Inc.*

  (54,080   (3,503,843
 

 

The accompanying notes are an integral part of the financial statements.

 

57


GOTHAM NEUTRAL FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Semiconductors & Semiconductor Equipment — (Continued)

  

Cree, Inc.*

        (214,683   $     (6,801,157

Entegris, Inc.*

    (175,662     (2,338,061

Freescale Semiconductor Ltd. (Bermuda)*

    (65,633     (2,565,594

Inphi Corp.*

    (114,812     (2,462,717

Intersil Corp.

    (131,230     (1,751,920

KLA-Tencor Corp.

    (14,308     (841,310

Lattice Semiconductor Corp.*

    (107,944     (640,108

M/A-COM Technology Solutions Holdings, Inc.*

    (118,084     (3,598,019

Micrel, Inc.

    (64,295     (874,412

Monolithic Power Systems, Inc.

    (20,040     (1,038,673

Power Integrations, Inc.

    (58,798     (2,909,913

Semtech Corp.*

    (109,328     (2,546,249

Silicon Laboratories, Inc.*

    (9,999     (516,648

SunEdison, Inc.*

    (156,736     (3,968,556

Synaptics, Inc.*

    (24,745     (2,096,396

Ultratech, Inc.*

    (32,466     (648,021

Veeco Instruments, Inc.*

    (116,518     (3,438,446
   

 

 

 
  (54,245,703
   

 

 

 

Software & Services — (16.6)%

  

Aci Worldwide, Inc.

  (76,739   (1,767,299

Acxiom Corp.*

  (105,119   (1,835,378

Akamai Technologies, Inc.*

  (17,274   (1,274,476

Autodesk, Inc.*

  (112,202   (6,376,440

Barracuda Networks, Inc.*

  (89,036   (3,608,629

Blackbaud, Inc.

  (44,751   (2,261,268

Blackhawk Network Holdings, Inc., Class B*

  (17,867   (655,898

Bottomline Technologies de, Inc.*

  (43,785   (1,171,687

Callidus Software, Inc.*

  (103,161   (1,274,038

Cardtronics, Inc.*

  (47,706   (1,799,947

Castlight Health, Inc., Class B*

  (116,134   (874,489

Cimpress NV (Netherlands)*

  (1,533   (128,680

CommVault Systems, Inc.*

  (153,593   (7,026,880

comScore, Inc.*

  (9,884   (517,526

Convergys Corp.

  (153,631   (3,484,351

CoreLogic, Inc.*

  (71,046   (2,778,609

Cornerstone OnDemand, Inc.*

  (3,035   (86,892

CoStar Group, Inc.*

  (1,859   (380,035

Cvent, Inc.*

  (40,398   (1,085,898

Dealertrack Technologies, Inc.*

  (19,501   (766,584

Ellie Mae, Inc.*

  (79,510   (4,373,050

Fair Isaac Corp.

  (63,752   (5,639,502

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Software & Services — (Continued)

  

FireEye, Inc.*

    (76,558   $     (3,161,845

Fleetcor Technologies, Inc.*

    (7,214     (1,160,660

Fortinet, Inc.*

        (177,348     (6,693,114

Gigamon, Inc.*

    (3,036     (89,349

Global Eagle Entertainment, Inc.*

    (112,620     (1,438,157

Global Payments, Inc.

    (959     (96,169

Globant SA, (Luxembourg)*

    (12,242     (257,204

Guidewire Software, Inc.*

    (22,939     (1,145,803

Heartland Payment Systems, Inc.

    (25,408     (1,293,267

HubSpot, Inc.*

    (44,343     (1,716,518

Imperva, Inc.*

    (108,414     (4,945,847

Infoblox, Inc.*

    (75,849     (1,787,002

Interactive Intelligence Group, Inc.*

    (34,909     (1,535,298

LivePerson, Inc.*

    (28,421     (267,157

LogMeIn, Inc.*

    (5,290     (339,512

Manhattan Associates, Inc.*

    (60,629     (3,186,660

Marketo, Inc.*

    (66,273     (1,885,467

Mentor Graphics Corp.

    (103,438     (2,475,271

Monotype Imaging Holdings, Inc.

    (6,631     (214,911

NetSuite, Inc.*

    (69,937     (6,683,879

New Relic, Inc.*

    (19,531     (634,562

Nuance Communications, Inc.*

    (299,140     (4,585,816

Paycom Software, Inc.*

    (2,566     (81,111

Proofpoint, Inc.*

    (116,043     (6,264,001

PROS Holdings, Inc.*

    (61,087     (1,357,964

Qlik Technologies, Inc.*

    (200,697     (6,982,249

Qualys, Inc.*

    (15,822     (783,505

RealPage, Inc.*

    (52,841     (1,048,365

Red Hat, Inc.*

    (19,911     (1,498,502

salesforce.com inc*

    (52,262     (3,805,719

ServiceNow, Inc.*

    (44,251     (3,312,630

Shutterstock, Inc.*

    (7,476     (504,555

Splunk, Inc.*

    (95,709     (6,349,814

Synchronoss Technologies, Inc.*

    (139,327     (6,392,323

Take-two Interactive Software, Inc.*

    (39,937     (946,507

TeleTech Holdings, Inc.*

    (26,128     (677,760

Twitter, Inc.*

    (1,069     (41,648

Ultimate Software Group, Inc. (The)*

    (18,131     (3,013,735

Varonis Systems, Inc.*

    (37,427     (1,076,026

Verifone Systems, Inc.*

    (59,145     (2,115,617

Verint Systems, Inc.*

    (20,742     (1,274,181

Virtusa Corp.*

    (913     (36,337

Workday, Inc., Class A*

    (81,982     (7,477,578

Yelp, Inc.*

    (28,644     (1,128,287
 

 

The accompanying notes are an integral part of the financial statements.

 

58


GOTHAM NEUTRAL FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Software & Services — (Continued)

  

Zendesk, Inc.*

    (18,069   $ (416,671

Zynga, Inc., Class A*

    (1,501,918     (3,679,699
   

 

 

 
  (155,025,808
   

 

 

 

Technology Hardware & Equipment — (7.0)%

  

Amkor Technology, Inc.*

  (332,289   (2,335,992

Amphenol Corp., Class A

  (2,652   (146,841

Badger Meter, Inc.

  (12,080   (751,618

Belden, Inc.

  (6,446   (541,142

CalAmp Corp.*

  (41,153   (811,126

Cray, Inc.*

  (75,141   (2,110,711

Dolby Laboratories, Inc., Class A

  (13,300   (535,458

Electronics For Imaging, Inc.*

  (20,652   (861,808

FARO Technologies, Inc.*

  (40,296   (1,604,990

Finisar Corp.*

  (309,494   (6,292,013

Ingram Micro, Inc., Class A*

  (252,753   (6,359,265

Ixia*

  (61,490   (736,650

JDS Uniphase Corp.*

  (317,882   (4,024,386

Knowles Corp.*

  (134,482   (2,578,020

Mitel Networks Corp. (Canada)*

  (78,882   (732,814

MTS Systems Corp.

  (17,613   (1,243,126

Nimble Storage, Inc.*

  (251,687   (6,156,264

Plexus Corp.*

  (46,124   (1,985,638

QLogic Corp.*

  (203,351   (2,989,260

Ruckus Wireless, Inc.*

  (230,879   (2,696,667

ScanSource, Inc.*

  (33,192   (1,322,701

Stratasys Ltd. (Israel)*

  (18,486   (692,301

Super Micro Computer, Inc.*

  (129,699   (3,731,440

SYNNEX Corp.

  (52,841   (4,042,336

TE Connectivity Ltd. (Switzerland)

  (4,628   (307,993

Trimble Navigation Ltd.*

  (52,645   (1,338,762

Universal Display Corp.*

  (124,558   (5,489,271

ViaSat, Inc.*

  (254   (15,271

Zayo Group Holdings, Inc.*

  (79,674   (2,115,345

Zebra Technologies Corp.*

  (10,719   (987,006
   

 

 

 
    (65,536,215
   

 

 

 

Telecommunication Services — (2.1)%

  

8x8, Inc.*

  (202,745   (1,769,964

Cogent Communications Holdings, Inc.

  (68,478   (2,396,045

Consolidated Communications Holdings, Inc.

  (79,199   (1,668,723

Frontier Communications Corp.

  (280,289   (1,922,783

Iridium Communications, Inc.*

  (266,318   (2,708,454

Level 3 Communications, Inc.*

  (22,741   (1,272,132
    Number        
    of Shares     Value  

COMMON STOCKS — (Continued)

  

Telecommunication Services — (Continued)

  

RingCentral, Inc., Class A*

        (135,599   $ (2,336,371

Sprint Corp.*

    (633,794     (3,251,363

T-Mobile US, Inc.*

    (28,301     (963,366

United States Cellular Corp.*

    (26,777     (988,875
   

 

 

 
  (19,278,076
   

 

 

 

Transportation — (6.3)%

  

Allegiant Travel Co.

  (10,910   (1,677,522

Atlas Air Worldwide Holdings, Inc.*

  (58,144   (2,833,939

CSX Corp.

  (13,272   (478,986

Echo Global Logistics, Inc.*

  (8,035   (232,212

Forward Air Corp.

  (18,653   (939,552

Genesee & Wyoming, Inc.,
Class A*

  (18,050   (1,677,748

Hawaiian Holdings, Inc.*

  (231,715   (5,347,982

Hub Group, Inc., Class A*

  (69,608   (2,777,359

JB Hunt Transport Services, Inc.

  (33,478   (2,919,282

Kirby Corp.*

  (79,310   (6,228,214

Knight Transportation, Inc.

  (206,512   (5,968,197

Marten Transport Ltd.

  (36,977   (823,108

Republic Airways Holdings, Inc.*

  (55,823   (683,274

Roadrunner Transportation Systems, Inc.*

  (64,074   (1,567,891

Ryder System, Inc.

  (19,822   (1,890,226

Saia, Inc.*

  (59,711   (2,433,223

Skywest, Inc.

  (135,729   (1,852,701

Spirit Airlines, Inc.*

  (88,588   (6,065,620

UTi Worldwide, Inc. (British Virgin Islands)*

  (266,205   (2,403,831

Werner Enterprises, Inc.

  (84,811   (2,278,872

Wesco Aircraft Holdings, Inc.*

  (82,291   (1,290,323

XPO Logistics, Inc.*

  (138,597   (6,721,954
   

 

 

 
  (59,092,016
   

 

 

 

TOTAL COMMON STOCK (Proceeds $893,282,994)

  (893,184,755
   

 

 

 

TOTAL SECURITES SOLD SHORT - (95.8)%

  

    (893,184,755
   

 

 

 

(Proceeds $893,282,994)

OTHER ASSETS IN EXCESS OF LIABILITIES - 74.3%

$ 692,518,827   
   

 

 

 

NET ASSETS - 100.0%

$ 932,434,401   
   

 

 

 

 

Security position is either entirely or partially held in a segregated account as collateral for securities sold short.

(a) 

All or a portion of the security is on loan. (See Note 5 of the Notes to Financial Statements)

*

Non-income producing.

 

 

The accompanying notes are an integral part of the financial statements.

 

59


GOTHAM FUNDS

Statements of Assets and Liabilities

April 30, 2015

 

  Gotham Absolute Gotham Absolute 500
  Return Fund Fund

Assets

   

Investments, at value (Cost $4,151,983,653 and $14,593,614, respectively)

  $ 4,408,472,174     $ 15,136,266  

Cash

    7,782,342       161,034  

Deposits with brokers for securities sold short

    2,238,375,719       5,963,077  

Receivables:

   

Investments sold

    391,689,177       2,282,121  

Capital shares sold

    8,795,386        

Dividends and interest

    2,583,555       9,071  

Prepaid expenses and other assets

    135,142       3,438  
    

 

 

     

 

 

 

Total assets

    7,057,833,495       23,555,007  
    

 

 

     

 

 

 

Liabilities

   

Securities sold short, at value (proceeds $2,207,719,613 and $8,622,256, respectively)

    2,190,674,036       8,710,330  

Payables:

   

Investments purchased

    426,429,253       2,298,043  

Securities lending collateral

    758,232,321       1,811,326  

Capital shares redeemed

    16,816,889        

Investment Adviser

    6,116,456       66,124  

Dividends and fees on securities sold short

    835,837       7,543  

Administration and accounting fees

    255,905       20,616  

Custodian fees

    43,912       9,713  

Accrued expenses

    665,962       48,080  
    

 

 

     

 

 

 

Total liabilities

    3,400,070,571       12,971,775  
    

 

 

     

 

 

 

Net Assets

  $ 3,657,762,924     $ 10,583,232  
    

 

 

     

 

 

 

Net Assets Consisted of:

   

Capital stock, $0.01 par value

  $ 2,701,852     $ 10,108  

Paid-in capital

    3,609,574,211       10,300,803  

Accumulated net investment income/(loss)

    (5,670,454 )      

Accumulated net realized loss from investments and securities sold short

    (222,376,783 )     (182,257 )

Net unrealized appreciation on investments and securities sold short

    273,534,098       454,578  
    

 

 

     

 

 

 

Net Assets

  $ 3,657,762,924     $ 10,583,232  
    

 

 

     

 

 

 

Institutional Class Shares:

   

Net assets

  $ 3,657,762,924     $ 10,583,232  
    

 

 

     

 

 

 

Shares Outstanding

    270,185,249       1,010,828  
    

 

 

     

 

 

 

Net asset value, offering and redemption price per share

  $ 13.54     $ 10.47  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

60


GOTHAM FUNDS

Statements of Assets and Liabilities

April 30, 2015

 

  Gotham Enhanced Gotham Neutral
  Return Fund Fund

Assets

   

Investments, at value (Cost $2,464,177,547 and $1,079,733,722, respectively)

  $ 2,706,888,283     $ 1,133,100,329  

Cash

    4,692,768       11,020,523  

Deposits with brokers for securities sold short

    602,857,114       774,240,137  

Receivables:

   

Investments sold

    182,882,043       143,791,374  

Capital shares sold

    3,868,816       2,430,438  

Dividends and interest

    1,485,612       624,706  

Prepaid expenses and other assets

    126,677       64,497  
    

 

 

     

 

 

 

Total assets

    3,502,801,313       2,065,272,004  
    

 

 

     

 

 

 

Liabilities

   

Securities sold short, at value (proceeds $1,154,874,370 and $893,282,994, respectively)

    1,160,690,913       893,184,755  

Payables:

   

Investments purchased

    176,271,989       149,235,902  

Securities lending collateral

    599,648,173       79,641,120  

Capital shares redeemed

    4,374,624       8,582,042  

Investment Adviser

    2,648,977       1,600,327  

Dividends and fees on securities sold short

    620,127       301,812  

Administration and accounting fees

    145,678       104,302  

Custodian fees

    34,834       11,071  

Accrued expenses

    287,686       176,272  
    

 

 

     

 

 

 

Total liabilities

    1,944,723,001       1,132,837,603  
    

 

 

     

 

 

 

Net Assets

  $ 1,558,078,312     $ 932,434,401  
    

 

 

     

 

 

 

Net Assets Consisted of:

   

Capital stock, $0.01 par value

  $ 1,258,954     $ 894,675  

Paid-in capital

    1,457,779,409       1,000,591,261  

Accumulated net investment loss

    (13,046 )     (2,449,271 )

Accumulated net realized loss from investments and securities sold short

    (137,841,198 )     (120,067,110 )

Net unrealized appreciation on investments and securities sold short

    236,894,193       53,464,846  
    

 

 

     

 

 

 

Net Assets

  $ 1,558,078,312     $ 932,434,401  
    

 

 

     

 

 

 

Institutional Class Shares:

   

Net assets

  $ 1,558,078,312     $ 932,434,401  
    

 

 

     

 

 

 

Shares Outstanding

    125,895,440       89,467,503  
    

 

 

     

 

 

 

Net asset value, offering and redemption price per share

  $ 12.38     $ 10.42  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

61


GOTHAM FUNDS

Statements of Operations

For the Year/Period Ended April 30, 2015

 

  Gotham Absolute Gotham Absolute
  Return Fund 500 Fund*

Investment Income

   

Dividends

  $ 54,462,679     $ 163,871  

Less: foreign taxes withheld

    (98,970 )     (1 )

Interest

    2,490        

Income from securities loaned (Note 5)

    3,906,631       1,631  
    

 

 

     

 

 

 

Total investment income

    58,272,830       165,501  
    

 

 

     

 

 

 

Expenses

   

Advisory fees (Note 2)

    56,525,592       110,688  

Dividends and fees on securities sold short

    16,868,785       103,867  

Transfer agent fees (Note 2)

    2,501,660       22,401  

Fees on cash collateral (Note 5)

    1,602,525       688  

Administration and accounting fees (Note 2)

    880,577       23,589  

Registration and filing fees

    257,924       19,498  

Custodian fees (Note 2)

    213,834       10,016  

Trustees’ and officers’ fees (Note 2)

    190,736       2,912  

Legal fees

    145,963       3,424  

Printing and shareholder reporting fees

    86,836       3,802  

Audit fees

    33,763       17,881  

Other expenses

    53,894       9,522  
    

 

 

     

 

 

 

Total expenses before waivers and reimbursements

    79,362,089       328,288  
    

 

 

     

 

 

 

Recoupments and/or waivers, reimbursements (Note 2)

          (99,209 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

    79,362,089       229,079  
    

 

 

     

 

 

 

Net investment loss

    (21,089,259 )     (63,578 )
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments:

   

Net realized gain from investments

    188,948,516       415,365  

Net realized loss from securities sold short

    (351,910,445 )     (381,595 )

Net change in unrealized appreciation/(depreciation) on investments

    215,099,211       542,652  

Net change in unrealized appreciation/(depreciation) on securities sold short

    (2,687,478 )     (88,074 )
    

 

 

     

 

 

 

Net realized and unrealized gain on investments

    49,449,804       488,348  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

  $ 28,360,545     $ 424,770  
    

 

 

     

 

 

 

 

 

*

The Fund commenced operations on July 31, 2014.

The accompanying notes are an integral part of the financial statements.

 

62


GOTHAM FUNDS

Statements of Operations

For the Year Ended April 30, 2015

 

  Gotham Enhanced Gotham Neutral
  Return Fund Fund

Investment Income

   

Dividends

  $ 35,458,656     $ 14,623,574  

Less: foreign taxes withheld

    (56,544 )     (32,705 )

Interest

    1,246       1,059  

Income from securities loaned (Note 5)

    2,569,927       902,520  
    

 

 

     

 

 

 

Total investment income

    37,973,285       15,494,448  
    

 

 

     

 

 

 

Expenses

   

Advisory fees (Note 2)

    25,977,512       14,825,501  

Dividends and fees on securities sold short

    12,746,143       7,433,747  

Fees on cash collateral (Note 5)

    1,138,483       149,581  

Transfer agent fees (Note 2)

    1,055,765       630,648  

Administration and accounting fees (Note 2)

    506,916       332,039  

Custodian fees (Note 2)

    126,691       59,421  

Registration and filing fees

    115,469       98,460  

Trustees’ and officers’ fees (Note 2)

    92,154       55,875  

Legal fees

    62,760       32,183  

Printing and shareholder reporting fees

    42,123       21,453  

Audit fees

    27,936       26,631  

Other expenses

    45,297       10,660  
    

 

 

     

 

 

 

Total expenses before waivers and reimbursements

    41,937,249       23,676,199  
    

 

 

     

 

 

 

Recoupments and/or waivers, reimbursements (Note 2)

    7,031       64,973  
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

    41,944,280       23,741,172  
    

 

 

     

 

 

 

Net investment loss

    (3,970,995 )     (8,246,724 )
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments:

   

Net realized gain from investments

    121,832,005       60,798,472  

Net realized loss from securities sold short

    (182,034,336 )     (156,064,170 )

Net change in unrealized appreciation/(depreciation) on investments

    151,044,790       49,581,830  

Net change in unrealized appreciation/(depreciation) on securities sold short

    (19,462,584 )     (4,458,626 )
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) on investments

    71,379,875       (50,142,494 )
    

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

  $ 67,408,880     $ (58,389,218 )
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

63


GOTHAM FUNDS

Statements of Changes in Net Assets

 

  Gotham Absolute Gotham Absolute
  Return Fund 500 Fund
  For the For the For the
  Year Ended Year Ended Period Ended
  April 30, 2015 April 30, 2014 April 30, 2015*

Net increase in net assets from operations:

     

Net investment loss

  $ (21,089,259 )   $ (5,504,378 )   $ (63,578 )

Net realized gain/(loss) from investments and securities sold short

    (162,961,929 )     28,378,912       33,770  

Net change in unrealized appreciation/(depreciation) on investments and securities sold short

    212,411,733       59,943,353       454,578  
    

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

    28,360,545       82,817,887       424,770  
    

 

 

     

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

     

Institutional Class Shares:

     

Net realized capital gains

    (55,752,862 )     (13,191,338 )     (168,661 )
    

 

 

     

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

    (55,752,862 )     (13,191,338 )     (168,661 )
    

 

 

     

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions and Merger Activity
(Note 4 and Note 7)

    2,134,945,533       1,426,903,567       10,327,123  
    

 

 

     

 

 

     

 

 

 

Total increase in net assets

    2,107,553,216       1,496,530,116       10,583,232  
    

 

 

     

 

 

     

 

 

 

Net assets

     

Beginning of period

    1,550,209,708       53,679,592        
    

 

 

     

 

 

     

 

 

 

End of period

  $ 3,657,762,924     $ 1,550,209,708     $ 10,583,232  
    

 

 

     

 

 

     

 

 

 

Accumulated net investment income/(loss), end of period

  $ (5,670,454 )   $     $  
    

 

 

     

 

 

     

 

 

 

 

*

The Fund commenced operations on July 31, 2014.

The accompanying notes are an integral part of the financial statements.

 

64


GOTHAM FUNDS

Statements of Changes in Net Assets

 

  Gotham Enhanced Gotham Neutral
  Return Fund Fund
  For the For the For the For the
  Year Ended Period Ended Year Ended Period Ended
  April 30, 2015 April 30, 2014* April 30, 2015 April 30, 2014**

Net increase/(decrease) in net assets from operations:

       

Net investment loss

  $ (3,970,995 )   $ (1,304,508 )   $ (8,246,724 )   $ (764,360 )

Net realized gain/(loss) from investments and securities sold short

    (60,202,331 )     36,994,197       (95,265,698 )     2,474,111  

Net change in unrealized appreciation/ (depreciation) on investments and securities sold short

    131,582,206       35,742,643       45,123,204       8,341,642  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

    67,408,880       71,432,332       (58,389,218 )     10,051,393  
    

 

 

     

 

 

     

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

       

Institutional Class Shares:

       

Net realized capital gains

    (102,523,021 )     (4,952,065 )     (20,618,661 )     (116,920 )
    

 

 

     

 

 

     

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

    (102,523,021 )     (4,952,065 )     (20,618,661 )     (116,920 )
    

 

 

     

 

 

     

 

 

     

 

 

 

Increase in Net Assets Derived from
Capital Share Transactions and Merger
Activity
(Note 4 and Note 7)

    790,275,574       736,436,612       782,970,680       218,537,127  
    

 

 

     

 

 

     

 

 

     

 

 

 

Total increase in net assets

    755,161,433       802,916,879       703,962,801       228,471,600  
    

 

 

     

 

 

     

 

 

     

 

 

 

Net assets

       

Beginning of period

    802,916,879             228,471,600        
    

 

 

     

 

 

     

 

 

     

 

 

 

End of period

  $ 1,558,078,312     $ 802,916,879     $ 932,434,401     $ 228,471,600  
    

 

 

     

 

 

     

 

 

     

 

 

 

Accumulated net investment loss, end of period

  $ (13,046 )   $ (13,999 )   $ (2,449,271 )   $  
    

 

 

     

 

 

     

 

 

     

 

 

 

 

*

The Fund commenced operations on May 31, 2013.

**

The Fund commenced operations on August 30, 2013.

The accompanying notes are an integral part of the financial statements.

 

65


GOTHAM FUNDS

Statements of Cash Flows

 

  Gotham Absolute Gotham Absolute
  Return Fund 500 Fund
  For the For the
  Year Ended Period from July 31, 2014
  April 30, 2015 to April 30, 2015*

Cash flows provided from (used in) operating activities:

   

Net increase in net assets resulting from operations

  $ 28,360,545     $ 424,770  

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:

   

Purchases of long-term portfolio investments

    (13,612,636,594 )     (47,117,685 )

Proceeds from disposition of long-term portfolio investments

    11,444,548,182       32,939,486  

Purchases to cover securities sold short

    (5,942,990,755 )     (13,303,945 )

Proceeds from securities sold short

    6,877,722,682       21,544,556  

Net realized gain/(loss) on investments and securities sold short

    162,961,929       (33,770 )

Net change in unrealized appreciation/(depreciation) on investments and securities sold short

    (212,411,733 )     (454,578 )

Increase in deposits with brokers for securities sold short

    (1,630,330,724 )     (5,963,077 )

Increase in receivable for securities sold

    (263,690,049 )     (2,282,121 )

Increase in dividend and interest receivable

    (1,671,744 )     (9,071 )

Increase in prepaid expenses and other assets

    (83,919 )     (3,438 )

Increase in payable for investments purchased

    291,788,771       2,298,043  

Increase in use of cash collateral from securities lending

    758,232,321       1,811,326  

Increase in dividends and fees payable for securities sold short

    230,921       7,543  

Increase in payable for investment advisor

    3,728,539       66,124  

Increase in litigation income

    1,130        

Increase in accrued expense payable

    624,431       78,409  
    

 

 

     

 

 

 

Net cash used in operating activities

    (2,095,616,067 )     (9,997,428 )
    

 

 

     

 

 

 

Cash flows from financing activities:

   

Net payment from Fund share activity

    2,124,114,072       10,158,462  
    

 

 

     

 

 

 

Dividends and Distributions to Shareholders

    (26,914,185 )      
    

 

 

     

 

 

 

Net cash provided by financing activities

    2,097,199,887       10,158,462  
    

 

 

     

 

 

 

Net increase in cash

    1,583,820       161,034  

Cash at beginning of period

    6,198,522        
    

 

 

     

 

 

 

Cash at end of period

  $ 7,782,342     $ 161,034  
    

 

 

     

 

 

 

Supplemental disclosure of cash flow information:

   

Cash paid during the period for financing charges

  $ 9,629,948     $ 21,108  

 

*

The Fund commenced operations on July 31, 2014.

The accompanying notes are an integral part of the financial statements.

 

66


GOTHAM FUNDS

Statements of Cash Flows

 

  Gotham Enhanced Gotham Neutral
  Return Fund Fund
  For the For the
  Year Ended Year Ended
  April 30, 2015 April 30, 2015

Cash flows provided from (used in) operating activities:

   

Net increase/(decrease) in net assets resulting from operations

  $ 67,408,880     $ (58,389,218 )

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:

   

Purchases of long-term portfolio investments

    (7,226,450,965 )     (4,106,733,637 )

Proceeds from disposition of long-term portfolio investments

    6,180,219,738       3,356,096,904  

Purchases to cover securities sold short

    (3,416,640,427 )     (2,614,272,867 )

Proceeds from securities sold short

    3,785,535,272       3,129,675,621  

Net realized gain/(loss) on investments and securities sold short

    60,202,331       95,265,698  

Net change in unrealized appreciation/(depreciation) on investments and securities sold short

    (131,582,206 )     (45,123,204 )

Increase in deposits with brokers for securities sold short

    (598,808,531 )     (610,341,997 )

Increase in receivable for securities sold

    (65,807,113 )     (107,404,562 )

Increase in dividend and interest receivable

    (699,327 )     (514,203 )

Increase in prepaid expenses and other assets

    (27,176 )     (45,679 )

Increase in payable for investments purchased

    58,444,212       112,585,165  

Increase in use of cash collateral from securities lending

    599,648,173       79,641,120  

Increase in dividends and fees payable for securities sold short

    83,843       191,417  

Increase in payable for investment advisor

    1,401,498       1,286,299  

Increase in litigation income

    1,050       16  

Increase/(decrease) in accrued expense payable

    216,201       206,547  
    

 

 

     

 

 

 

Net cash used in operating activities

    (686,854,547 )     (767,876,580 )
    

 

 

     

 

 

 

Cash flows from financing activities:

   

Net payment from Fund share activity

    709,332,376       776,834,589  
    

 

 

     

 

 

 

Dividends and Distributions to Shareholders

    (18,318,540 )     (2,086,260 )
    

 

 

     

 

 

 

Net cash provided by financing activities

    691,013,836       774,748,329  
    

 

 

     

 

 

 

Net increase in cash

    4,159,289       6,871,749  

Cash at beginning of period

    533,479       4,148,774  
    

 

 

     

 

 

 

Cash at end of period

  $ 4,692,768     $ 11,020,523  
    

 

 

     

 

 

 

Supplemental disclosure of cash flow information:

   

Cash paid during the period for financing charges

  $ 8,484,869     $ 4,495,358  

The accompanying notes are an integral part of the financial statements.

 

67


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


GOTHAM FUNDS

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Investment Activities   Dividends and
Distributions
 
  Net
Asset
Value,
Beginning
of

Year/Period
Net
Investment
Loss(1)
Net Realized
and Unrealized

Gain/(Loss) on
Investments
Total
from
Investment
Operations
Distributions
from

Net
Investment
Income
Distribution
from
Capital
Gains
Total
Distributions

Gotham Absolute Return Fund

             

Institutional Class Shares

             

05/01/2014-04/30/2015

  $ 13.45     $ (0.10 )   $ 0.43     $ 0.33     $     $ (0.24 )   $ (0.24 )

05/01/2013-04/30/2014

    11.40       (0.16 )     2.77       2.61             (0.56 )     (0.56 )

08/31/2012*-04/30/2013

    10.00       (0.08 )     1.53       1.45       (0.01 )     (0.05 )     (0.06 )

Gotham Absolute 500 Fund

             

Institutional Class Shares

             

07/31/2014*-04/30/2015

  $ 10.00     $ (0.09 )   $ 0.78     $ 0.69     $     $ (0.23 )   $ (0.23 )

Gotham Enhanced Return Fund

             

Institutional Class Shares

             

05/01/2014-04/30/2015

  $ 12.39     $ (0.04 )   $ 0.97     $ 0.93     $     $ (0.94 )   $ (0.94 )

05/31/2013*-04/30/2014

    10.00       (0.07 )     2.96       2.89             (0.50 )     (0.50 )

Gotham Neutral Fund

             

Institutional Class Shares

             

05/01/2014-04/30/2015

  $ 11.21     $ (0.12 )   $ (0.43 )   $ (0.55 )   $     $ (0.24 )   $ (0.24 )

08/30/2013*-04/30/2014

    10.00       (0.12 )     1.37       1.25             (0.04 )     (0.04 )

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3) 

During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2).

(4) 

Amount is less than $0.005 per share.

(5) 

Annualized.

(6) 

Not annualized.

(7) 

Portfolio turnover excludes the purchases and sales of the Formula Investing U.S. Value 1000 Fund and the Formula Investing U.S. Value Select Fund (see Note 7). If these transactions were included, portfolio turnover would have been higher.

The accompanying notes are an integral part of the financial statements.

 

69


GOTHAM FUND

Financial Highlights

 

 

 

 

 

Redemption
Fees
Net
Asset
Value,
End of
Year/Period
Total
Return(2)
Net
Assets,
End of
Year/Period
Ratio
of Expenses
to Average
Net Assets
with waivers,
reimbursements,
and recoupments
if any
(including dividend
and interest
expense)
Ratio
of Expenses
to Average
Net Assets
with waivers,
reimbursements,
and recoupments
(excluding dividend
and interest
expense)
Ratio
of Expenses
to Average
Net Assets
without waivers,
expense
reimbursements,
and recoupments

if any(3)
Ratio
of Net Investment
Income
to Average
Net Assets
(including
dividend
and interest
expense)
Portfolio
Turnover
Rate
                 
                 
  $ 0.00 (4)   $ 13.54       2.44 %   $ 3,657,763       2.81 %     2.15 %     2.81 %     (0.75 )%     336.09 %
    0.00 (4)     13.45       23.21 %     1,550,210       2.98 %     2.20 %     2.96 %     (1.23 )%     399.16 %
    0.01       11.40       14.67 %     53,680       3.24 %(5)     2.25 %(5)     4.18 %(5)     (1.13 )%(5)     279.84 %(6)
                 
                 
  $ 0.01     $ 10.47       6.98 %   $ 10,583       4.13 %(5)     2.25 %(5)     5.92 %(5)     (1.15 )%(5)     327.45 %(6)
                 
                 
  $ 0.00 (4)   $ 12.38       7.34 %   $ 1,558,078       3.23 %     2.16 %     3.23 %     (0.31 )%     274.67 %
    0.00 (4)     12.39       29.36 %     802,917       3.54 %(5)     2.25 %(5)     3.54 %(5)     (0.63 )%(5)     364.77 %(6)(7)
                 
                 
  $ 0.00 (4)   $ 10.42       (5.00 )%   $ 932,434       3.20 %     2.18 %     3.19 %     (1.11 )%     377.72 %
    0.00 (4)   $ 11.21       12.50 %     228,472       3.43 %(5)     2.25 %(5)     3.57 %(5)     (1.64 )%(5)     191.65 %(6)

 

 

The accompanying notes are an integral part of the financial statements.

 

70


GOTHAM FUNDS

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Gotham Absolute Return Fund, the Gotham Absolute 500 Fund, the Gotham Enhanced Return Fund and the Gotham Neutral Fund (each a “Fund” and together, the “Funds”) are each a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Gotham Absolute Return Fund commenced investment operations on August 31, 2012. The Gotham Absolute 500 Fund commenced operations on July 31, 2014. The Gotham Enhanced Return Fund commenced investment operations on May 31, 2013. The Gotham Neutral Fund commenced investment operations on August 30, 2013. The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. Each of the Funds offers one class of shares, Institutional Class.

The Funds seek to achieve their investment objective by primarily investing in long and short positions of U.S. equity securities. Equity securities include common and preferred stocks.

Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each business day the NYSE is open. Securities held by the Funds are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Funds on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) markets system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on the NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and the asked prices for such security in the over-the-counter market. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of a Fund’s investments are summarized into three levels as described in the hierarchy below:

 

• Level 1 — 

quoted prices in active markets for identical securities;

• Level 2 — 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 — 

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

71


GOTHAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

All financial instruments listed in the Portfolio of Investments are considered Level 1, measured at fair value on a recurring basis based on quoted prices for identical assets in active markets.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of a Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Funds to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Funds to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Funds had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Funds had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the period ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Funds.

Use of Estimates — The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each Fund in proportion to its relative daily net assets. Expenses directly attributable to a particular Fund in the Trust are charged directly to that Fund.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

 

72


GOTHAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

Other — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. A Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Short Sales — The Funds may sell securities short. A short sale involves the sale by the Funds of a security that it does not own with the anticipation of purchasing the same security at a later date at a lower price. If the price of the security has increased during this time, then the Funds will incur a loss equal to the increase in price from the time that the short sale was entered into plus any premiums and interest paid to the third party. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Funds. There can be no assurance that the Funds will be able to close out a short position at any particular time or at an acceptable price. Although a Fund’s gain is limited to the amount at which it sold a security short, its potential loss is unlimited. The Funds will comply with guidelines established by the Security and Exchange Commission and other applicable regulatory bodies with respect to coverage of short sales.

As of April 30, 2015, the Gotham Absolute Return Fund, Gotham Absolute 500 Fund, Gotham Enhanced Return Fund and Gotham Neutral Fund had securities sold short valued at $2,190,674,036, $8,710,330, $1,160,690,913 and $893,184,755, for which securities of $2,235,451,328, $8,811,699, $1,156,756,827, $881,075,480, and cash deposits of $2,238,375,719, $5,963,077, $602,857,114 and $774,240,137, respectively, were pledged as collateral.

In accordance with the terms of its prime brokerage agreements, the Funds may receive rebate income or be charged fees on securities sold short. Such income or fee is calculated on a daily basis based upon the market value of securities sold short and a variable rate that is dependent upon the availability of such security. For the year ended April 30, 2015, Gotham Absolute Return Fund, Gotham Enhanced Return Fund and Gotham Neutral Fund had net charges of $9,376,893, $5,439,872 and $3,970,318 on securities sold short. For the period from July 31, 2014 (commencement of operations) to April 30, 2015, Gotham Absolute 500 Fund had net charges of $9,158 on securities sold short. This amount is included in dividends and fees on securities sold short on the statement of operations. On ex-dividend date, dividends on short sales are recorded as an expense to the Fund.

As of April 30, 2015, the Gotham Absolute Return Fund, Gotham Absolute 500 Fund, Gotham Enhanced Return Fund and Gotham Neutral Fund utilized short sales proceeds of $1,166,299, $2,832,573, $567,314,809 and $124,931,740, and incurred financing charges for the period ended April 30, 2015, of $253,055, $11,950, $3,044,997 and $525,030, respectively, to finance purchases of long securities. A financing fee is charged to the Funds based on the Federal Funds rate plus an agreed upon spread. These fees are included in dividends and fees on securities sold short.

2. Transactions with Affiliates and Related Parties

Gotham Asset Management, LLC (“Gotham” or the “Adviser”) serves as investment adviser to the Funds pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services as the investment adviser, Gotham is entitled to receive a monthly fee at the annual rate of 2.00% of each Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of each Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding dividend and interest expense on securities sold short, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 2.25% (on an annual basis) of each Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. The

 

73


GOTHAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless a Fund’s expenses are below the Expense Limitation.

For the period ended April 30, 2015, investment advisory fees accrued and waivers were as follows:

 

     Gross    Waiver/   Net Advisory Fee
     Advisory Fee    Reimbursements   (Reimbursement)

Gotham Absolute Return Fund

     $ 56,525,592          $          —          $56,525,592   

Gotham Absolute 500 Fund

       110,688          (99,209       11,479  

Gotham Enhanced Return Fund

       25,977,512                   25,977,512  

Gotham Neutral Fund

       14,825,501                   14,825,501  

During the period ended April 30, 2015, Gotham Enhanced Return Fund and Gotham Neutral Fund had investments advisory recoupment of $7,031 and $64,973, respectively. As of April 30, 2015, the amount of potential recovery for the Gotham Absolute 500 Fund was as follows:

 

     Expiration
     04/30/2018

Gotham Absolute 500 Fund

     $ 99,209  

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds pursuant to an underwriting agreement between the Trust and the Underwriter.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees, for their services as a Trustee. The remuneration paid to the Trustee by the Funds during the period ended April 30, 2015 was $240,389. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Funds or the Trust.

 

74


GOTHAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

3. Investment in Securities

For the year ended April 30, 2015 (Gotham Absolute Return Fund, Gotham Enhanced Return Fund and Gotham Neutral Fund) and from the commencement of operations through April 30, 2015 (Gotham Absolute 500 Fund commenced operations on July 31, 2014), aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:

     Purchases      Sales  

Gotham Absolute Return Fund

   $ 13,571,141,102       $ 11,402,591,527   

Gotham Absolute 500 Fund

     46,981,854         32,803,504   

Gotham Enhanced Return Fund

     7,199,172,273         6,152,650,402   

Gotham Neutral Fund

     4,095,791,901         3,345,026,269   

4. Capital Share Transactions

For the period ended April 30, 2015 and the period ended April 30, 2014, transactions in capital shares of the Funds (authorized shares unlimited) were as follows:

     For the Period Ended     For the Period Ended  
     April 30, 2015     April 30, 2014  
     Shares     Value     Shares     Value  

Gotham Absolute Return Fund:

        

Institutional Class Shares:

        

Sales

     215,551,538      $ 2,966,057,341        114,871,940      $ 1,482,840,267   

Reinvestments

     2,085,226        28,838,677        753,328        9,522,065   

Redemption Fees*

            264,109               64,412   

Redemptions

     (62,720,044     (860,214,594     (5,065,727     (65,523,177
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

  154,916,720    $ 2,134,945,533      110,559,541    $ 1,426,903,567   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gotham Absolute 500 Fund**:

Institutional Class Shares:

Sales

  1,121,170    $ 11,474,896         $   

Reinvestments

  15,987      168,661             

Redemption Fees*

       5,948             

Redemptions

  (126,329   (1,322,382          
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

  1,010,828    $ 10,327,123         $   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

75


GOTHAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

 

     For the Period Ended     For the Period Ended  
     April 30, 2015     April 30, 2014  
     Shares     Value     Shares     Value  

Gotham Enhanced Return Fund:

        

Institutional Class Shares:

        

Sales

     78,071,406      $ 1,005,549,363        34,242,031      $ 394,564,020   

Proceeds from Shares issued in connection with mergers (a)

                   33,008,932        371,020,411   

Reinvestments

     6,630,274        84,204,481        435,768        4,902,396   

Redemption Fees*

            245,378               12,613   

Redemptions

     (23,587,091     (299,723,648     (2,905,880     (34,062,828
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

  61,114,589    $ 790,275,574      64,780,851    $ 736,436,612   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gotham Neutral Fund:

Institutional Class Shares:

Sales

  101,376,317    $ 1,132,773,493      20,810,372    $ 223,066,030   

Reinvestments

  1,692,457      18,532,401      10,648      111,909   

Redemption Fees*

       258,989           28,314   

Redemptions

  (33,988,109   (368,594,203   (434,182   (4,669,126
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

  69,080,665    $ 782,970,680      20,386,838    $ 218,537,127   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*There is a 1.00% redemption fee that may be charged on shares redeemed within 90 days of purchase. The redemption fees are retained by each Fund for the benefit of the remaining shareholders and recorded as paid-in-capital.

**Commencement of operations July 31, 2014.

(a)See Note 7.

As of April 30, 2015, the following Fund had shareholders that held 10% or more of the outstanding shares of the Fund:

 

Gotham Absolute 500 Fund

Affiliated Shareholders

  51

Affiliated Fund

  11

5. Securities Lending

Securities may be loaned to financial institutions, such as broker-dealers, and are required to be secured continuously by collateral in cash, cash equivalents, letter of credit or U.S. Government securities maintained on a current basis at an amount at least equal to the market value of the securities loaned. Cash collateral received, pursuant to investment guidelines established by the Funds and approved by the Board of Trustees, is invested in short-term investments and securities consistent with the Fund’s investment objective. All such investments are made at the risk of the Funds and, as such, the Funds are liable for investment losses. The Funds pay a fee on the cash collateral received by the Funds at a rate equal to the Federal Funds (Open) rate plus 40 basis points with respect to the cash collateral received on those securities on loan that have a rebate that equals or exceeds the greater of either the Federal Funds (Open) rate minus 10 basis points or zero. Such loans would involve risks of delay in receiving additional collateral in the event the value of the collateral decreased below the value of the securities loaned or of delay in recovering the securities loaned or even loss of rights

 

76


GOTHAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

in the collateral should the borrower of the securities fail financially. However, loans will be made only to borrowers deemed by the Adviser to be of good standing and only when, in the Adviser’s judgment, the income to be earned from the loans justifies the attendant risks. Any loans of a Fund’s securities will be fully collateralized and marked to market daily. During the year ended April 30, 2015, the Funds each had securities lending programs. The market value of securities on loan and collateral as of April 30, 2015 and the income generated from the programs during the year ended April 30, 2015 with respect to such loans are as follows:

 

     Market Value              Income Received
     of Securities    Market Value    Market Value    from Securities
     Loaned    of Cash Collateral    of Non-cash Collateral    Lending

Gotham Absolute Return Fund

     $ 735,855,253          $758,232,321          $6,540,633              $3,906,631  

Gotham Absolute 500 Fund

       1,759,253          1,811,326          —              1,631  

Gotham Enhanced Return Fund

       580,765,332          599,648,173          1,292,292              2,569,927  

Gotham Neutral Fund

       77,313,250          79,641,120          —              902,520  

Securities lending transactions are entered into by the Funds under a Master Securities Lending Agreement (“MSLA”) which permits the Funds, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset amounts payable by the Funds to the same counterparty against amounts to be received from that counterparty and create one single net payment due to or from the Funds. The following table is a summary of each of the Gotham Absolute Return Fund, the Gotham Absolute Return 500 Fund, the Gotham Enhanced Return Fund and the Gotham Neutral Fund’s open securities lending transactions which are subject to a MSLA as of April 30, 2015:

 

                Gross Amount Not Offset in the    
               

Statement of Assets and Liabilities

   
        Gross Amounts   Net Amounts of            
        Offset in the   Assets Presented in       Cash    
    Gross Amounts of   Statement of   the Statement of   Financial   Collateral   Net
    Recognized Assets   Assets and Liabilities   Assets and Liabilities   Instruments   Received*   Amount**

Gotham Absolute Return Fund

    $ 735,855,253       $       $ 735,855,253       $ (6,540,633 )     $ (729,314,620 )     $  

Gotham Absolute 500 Fund

      1,759,253                 1,759,253                 (1,759,253 )        

Gotham Enhanced Return Fund

      580,765,332                 580,765,332         (1,292,292 )       (579,473,040 )        

Gotham Neutral Fund

      77,313,250                 77,313,250                 (77,313,250 )        

 

 

*Amount disclosed is limited to the amount of assets presented in each Statement of Assets and Liabilities. Actual collateral received may be more than the amount shown.

** Net amount represents the net receivable from the counterparty in the event of a default.

6. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds had determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

 

77


GOTHAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

In order to present net assets components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. Net investment income, net realized gains and net assets were not affected by these adjustments. The following permanent differences as of April 30, 2015, primarily attributed to non-deductible expenses, capitalized dividends on short sales and short-term gain netted against current year net operating loss, were reclassified among the following accounts:

     Increase/(Decrease)    Increase/(Decrease)        
     Undistributed    Accumulated   Increase/(Decrease)    
     Net Investment    Net Realized   Additional    
     Income    Loss   Paid-In Capital    

Gotham Absolute Return Fund

     $ 15,418,805            $ (15,418,805 )       $         —    

Gotham Absolute 500 Fund

       63,578          (47,366 )       (16,212 )  

Gotham Enhanced Return Fund

       3,971,948          (3,971,948 )          

Gotham Neutral Fund

       5,797,453          (5,797,453 )          

The tax character of distributions paid by the Funds during the year/period ended April 30, 2015 were as follows:

     Ordinary    Long-Term     
     Income    Capital Gain     
     Dividend    Dividend     

Gotham Absolute Return Fund

     $ 46,471,975        $ 9,280,887     

Gotham Absolute 500 Fund

       168,661              

Gotham Enhanced Return Fund

       48,414,982          54,108,039     

Gotham Neutral Fund

       20,413,423          205,238     

The tax character of distributions paid by the Funds during the year/period ended April 30, 2014 were as follows:

     Ordinary    Long-Term     
     Income    Capital Gain     
     Dividend    Dividend     

Gotham Absolute Return Fund

     $ 13,141,291          $50,047     

Gotham Enhanced Return Fund

       4,952,065              

Gotham Neutral Fund

       116,920              

Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

                    Qualified   Other
    Capital Loss   Undistributed   Undistributed   Unrealized   Late-Year   Temporary
    Carryforward   Ordinary Income   Long-Term Gain   Appreciation   Losses   Differences

Gotham Absolute Return Fund

    $       $           —       $ 29,543,774       $ 129,777,719       $ (113,834,632 )     $           —  

Gotham Absolute 500 Fund

              196,162                 76,159                  

Gotham Enhanced Return Fund

                      18,962,018         180,528,204         (100,437,228 )       (13,045 )

Gotham Neutral Fund

                      4,408,402         3,481,339         (76,941,276 )        

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Foreign currency and short-term capital gains are reported as ordinary income for federal income tax purposes.

 

78


GOTHAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Funds were as follows:

     Federal
Tax Cost
     Unrealized
Appreciation
     Unrealized
(Depreciation)
    Net Unrealized
Appreciation
 

Gotham Absolute Return Fund

   $ 4,295,740,032       $ 445,332,170       $ (332,600,028   $ 112,732,142   

Gotham Absolute 500 Fund

     14,972,032         1,163,258         (999,024     164,234   

Gotham Enhanced Return Fund

     2,520,543,537         289,916,797         (103,572,051     186,344,746   

Gotham Neutral Fund

     1,129,717,229         117,222,555         (113,839,455     3,383,100   

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Funds deferred to May 1, 2015 the following losses:

     Late-Year Ordinary    Short-Term Capital
     Losses Deferral    Loss Deferral

Gotham Absolute Return Fund

           $5,670,454                  $108,164,178      

Gotham Absolute 500 Fund

       —              —      

Gotham Enhanced Return Fund

       —              100,437,228      

Gotham Neutral Fund

       2,449,272              74,492,004      

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Gotham Absolute Return Fund, Gotham Absolute 500 Fund, Gotham Enhanced Return Fund and Gotham Neutral Fund did not have any capital loss carryforwards.

7. Fund Mergers

At a meeting of the Board of Trustees of the Trust held on October 29, 2013, the Board of Trustees approved an Agreement and Plan of Reorganization (the “Agreement”) to reorganize each of the Formula Investing U.S. Value 1000 Fund and the Formula Investing U.S. Value Select Fund into the Gotham Enhanced Return Fund, each a series of the Trust. The shareholders of each of the Formula Investing U.S. Value 1000 Fund and the Formula Investing U.S. Value Select Fund approved the Agreement during a special meeting of the shareholders held on February 5, 2014.

Immediately prior to the reorganization, the Formula Investing U.S. Value 1000 Fund had Class A Shares outstanding and the Formula Investing U.S. Value Select Fund had Class A Shares and Class I Shares outstanding, which were exchanged for Institutional Class Shares of the Gotham Enhanced Return Fund. The following is a summary of shares outstanding, net assets and net asset value per share for these Funds before and after the mergers took place after the close of business on February 7, 2014:

 

79


GOTHAM FUNDS

Notes to Financial Statements (Concluded)

April 30, 2015

 

 

     Before     After  
     Reorganization     Reorganization  
     Formula      Formula               
     Investing U.S.      Investing U.S.      Gotham     Gotham  
     Value 1000      Value Select      Enhanced     Enhanced  
     Fund      Fund      Return Fund     Return Fund  

Class A

          

Shares

     4,212,398         15,223,282         NA        NA   

Net Assets

   $   61,732,742       $  233,895,124         NA        NA   

Net Asset Value

   $ 14.66       $ 15.36         NA        NA   

Class I

          

Shares

     NA         4,906,586         NA        NA   

Net Assets

     NA       $ 75,392,545         NA        NA   

Net Asset Value

     NA       $ 15.37         NA        NA   

Institutional Class Shares

          

Shares

     NA         NA         19,042,428        52,051,360   

Net Assets

     NA         NA       $  213,989,914      $  585,010,325   

Net Asset Value

     NA         NA       $ 11.24      $ 11.24   
          

 

 

 

Fund Total

Shares Outstanding

  4,212,398      20,129,868      19,042,428      52,051,360   

Net Assets

$ 61,732,742    $ 309,287,669    $ 213,989,914    $ 585,010,325   

Unrealized Appreciation (Depreciation)

$ 11,047,133    $ 58,522,211    $ (11,030,934 $ 58,538,410   

Assuming this reorganization had been completed on May 1, 2013, the Gotham Enhanced Return Fund’s results of operations for the year ended April 30, 2014 would have been as follows:

 

Net Investment Income

$ 2,264,700   

Net realized and change in unrealized gains (losses) on investments and securities sold short

$ 209,971,190   
  

 

 

    

Net increase in asset from operations

$ 212,235,890   

Because the combined portfolios of investments have been managed as a single portfolio since the mergers were completed, it is not practical to separate the amounts of revenue and earnings to the Gotham Enhanced Return Fund that have been included in its statements of operations since the mergers.

8. Subsequent Events

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

80


GOTHAM FUNDS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of FundVantage Trust and Shareholders of the

Gotham Absolute Return Fund, and the

Gotham Absolute 500 Fund, and the

Gotham Enhanced Return Fund, and the

Gotham Neutral Fund:

In our opinion, the accompanying statements of assets and liabilities, including the portfolios of investments, and the related statements of operations, of changes in net assets and of cash flows, and the financial highlights present fairly, in all material respects, the financial position of the Gotham Absolute Return Fund, the Gotham Enhanced Return Fund, Gotham Neutral Fund, and the Gotham Absolute 500 Fund (the “Funds”) at April 30, 2015, the results of each of their operations and their cash flows, the changes in each of their net assets and the financial highlights for the periods then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodians and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

June 26, 2015

 

81


GOTHAM FUNDS

Shareholder Tax Information

(Unaudited)

The Funds are required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by such Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the tax character of distributions paid by the Funds were as follows:

     Ordinary      Long-Term       
     Income      Capital Gain       
     Dividend      Dividend       

Gotham Absolute Return Fund

   $ 46,471,975       $ 9,280,887      

Gotham Absolute 500 Fund

     168,661              

Gotham Enhanced Return Fund

     48,414,982         54,108,039      

Gotham Neutral Fund

     20,413,423         205,238      

Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Gotham Absolute Return Fund, the Gotham Absolute 500 Fund, the Gotham Enhanced Return Fund and the Gotham Neutral Fund designate 49.63%, 38.24%, 45.09% and 57.27%, respectively, of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

For the Gotham Absolute Return Fund, Gotham Absolute 500 Fund, Gotham Enhanced Return Fund and Gotham Neutral Fund, the percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 52.21%, 36.85%, 45.89% and 62.09%, respectively.

For the Gotham Absolute Return Fund, Gotham Absolute 500 Fund, Gotham Enhanced Return Fund and Gotham Neutral Fund, the percentage of ordinary income distributions designated as qualified short-term capital gain pursuant to the American Job Creation Act of 2004 are 100.00%, 100.00%, 38.21% and 100.00%, respectively.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by a Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in a Fund.

 

82


GOTHAM FUNDS

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how a Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (877) 974-6852 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

83


GOTHAM FUNDS

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site www.gothamfunds.com.

If you have questions or comments about our privacy practices, please call us at 1-877-974-6852.

 

84


GOTHAM FUNDS

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Board” or the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”) within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Funds contains additional information about the Trustees and is available, without charge, upon request, by calling (877) 974-6852.

 

Name

and Date of Birth

  

Position(s) Held  

with Trust

  

Term of Office

    and Length of    
Time Served

  

Principal Occupation(s)

During Past Five Years

  

Number of
Funds in
Trust Complex  

Overseen by
Trustee

   Other
Directorships
Held by Trustee

 

INDEPENDENT TRUSTEES

 

 

ROBERT J. CHRISTIAN

Date of Birth: 2/49

  

 

Trustee and Chairman of the Board

  

 

Shall serve until death, resignation or removal. Trustee and Chairman since 2007.

  

 

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

  

 

38

  

 

Optimum Fund Trust (registered investment company) (6 Portfolios).

 

IQBAL MANSUR

Date of Birth: 6/55

  

 

Trustee

  

 

Shall serve until death, resignation or removal. Trustee since 2007.

  

 

University Professor, Widener University.

  

 

38

  

 

None.

 

DONALD J. PUGLISI

Date of Birth: 8/45

  

 

Trustee

  

 

Shall serve until death, resignation or removal. Trustee since 2008.

  

 

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

  

 

38

  

 

None.

 

STEPHEN M. WYNNE

Date of Birth: 1/55

  

 

Trustee

  

 

Shall serve until death, resignation or removal. Trustee since 2009.

  

 

Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.

  

 

38

  

 

Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

85


GOTHAM FUNDS

Fund Management (Concluded)

(Unaudited)

 

 

Name

and Date of Birth

  

Position(s) Held  

with Trust

  

Term of Office

    and Length of    
Time Served

  

Principal Occupation(s)

During Past Five Years

   Number of
Funds in
Trust Complex  
Overseen by
Trustee
   Other
Directorships
Held by Trustee

 

INTERESTED TRUSTEE1

 

 

NANCY B. WOLCOTT

Date of Birth: 11/54

  

 

Trustee

  

 

Shall serve until death, resignation or removal. Trustee since 2011.

  

 

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

  

 

38

  

 

None.

1 Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

Name

and Date of Birth

  

    Position(s) Held    

with Trust

  

Term of Office

    and Length of    

Time Served

  

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

 

JOEL L. WEISS

Date of Birth: 1/63

  

 

President and Chief Executive Officer

  

 

Shall serve until death, resignation or removal. Officer since 2007.

  

 

Vice President and Managing Director of BNY Mellon
Investment Servicing (US) Inc. and predecessor firms since 1993.

 

JAMES G. SHAW

Date of Birth: 10/60

  

 

Treasurer and Chief Financial Officer

  

 

Shall serve until death, resignation or removal. Officer since 2007.

  

 

Vice President and Senior Director of BNY Mellon Investment
Servicing (US) Inc. and predecessor firms since 1995.

 

VINCENZO A. SCARDUZIO 

Date of Birth: 4/72

  

 

Secretary

  

 

Shall serve until death, resignation or removal. Officer since 2012.

  

 

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

DAVID C. LEBISKY

Date of Birth: 5/72

  

 

Chief Compliance Officer

  

 

Shall serve until death, resignation or removal. Officer since 2015.

  

 

Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

86


 

 

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Investment Adviser

Gotham Asset Management, LLC

535 Madison Avenue, 30th Floor

New York, NY 10022

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103


LATEEF FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Lateef Fund Shareholder:

The European Central Bank’s (ECB) unveiling of its 1.1 trillion quantitative easing (QE) program in mid-January 2015 led to a rally in European markets that carried through the rest of the quarter. Correspondingly, a weakening in the Euro and a flight to U.S. assets led to a 13% appreciation in the U.S. dollar (USD) relative to the Euro, and a 9% appreciation in the DXY Dollar Index. While the Fund consists of domestic-only names, many derive a substantial portion of revenues abroad. In this letter, we discuss the true impact of foreign currency movements on the Fund’s holdings. Additionally, we again return to the merits of active management through the lens of high-quality and high active share.

The Economics of Currency Volatility

During the first quarter, the European stock markets experienced dramatic local currency returns, including a 22% rise in the German stock market. Two schools of thoughts exist to explain these returns. The first explanation is that these gains were predominantly driven by the ECB’s monetary policy as investors drew parallels to the Federal Reserve’s actions in the U.S., which resulted in a 90% increase in the S&P 500 and a 30% decline in the volatility index over the past 5 years. Another explanation is that the Euro’s devaluation creates a temporary comparative advantage for European exporters. While often lambasted for having anti-business regulations and fiscal policies, the European monetary authorities have opened the export spigots for its countries, and the markets are pricing in this advantage.

Traditionally, the devaluation of a currency was a trade related issue. By shifting investments to Europe in search of returns, investors expose themselves to currency fluctuations that can negate potential gains from these markets. This makes diversifying economic exposures more difficult than simply investing in foreign economies.

As we look through the Fund’s portfolio of companies that generate more than half of their revenues overseas, we are concerned with more than just translational exposure. We are concerned with operating exposure. In other words, we are less concerned with the accounting effects of translating from foreign currencies to reporting currencies, and more concerned with the economic impact currency movements have on future cash flows and profitability. Additionally, we see foreign exchange risk as more subtle than merely identifying where an item is produced or consumed. For example, in the early 1980’s, a television manufacturer that fully sourced and sold within the U.S. still experienced high Yen exposure because its competitors were Japanese.

While investors are often quick to realize the impact of the cost differentials due to currency volatility, an understanding of price responsiveness lags. For example, in the biotech industry, if multiple competitors conduct research and development within the U.S., the operational impact of a weaker Euro will affect all companies equally, leading to price hikes despite translational effects. Market leadership can also reveal whether a company can use pricing power to offset currency pressure.

 

1


LATEEF FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

The companies held in the Fund largely fall into two buckets with respect to their ability to mitigate and manage operating risks created by currency fluctuations: companies with high price responsiveness and companies with high cost responsiveness. The first category includes companies, such as Celgene and Facebook, whose market leadership and lack of Euro-denominated competition allow for pricing power that can quickly offset currency pressures placed on their fixed cost structures. The second category includes globally diversified industrial companies, such as Ametek and Danaher, whose lack of pricing power is offset by their ability to shift production towards regions where currencies have weakened, favoring exports or local suppliers. For the parent, capital expenditures and acquisitions made in these regions become high returning endeavors in local currency terms. This particularly creates value for companies like Ametek and Danaher who rely on M&A to supplement their organic growth.

We acknowledge that the business responses taken by the Fund’s companies are shaped by the currency economics of their competitors. However, through our due diligence, we also analyze market leadership, managerial ability to invest capital, and capital structures. These qualities ensure that our portfolio companies can take advantage of any opportunities presented by currency volatility while also defending against potential erosions in market share or economic profitability.

As we enter the first quarter earnings season, we are aware that the Fund’s holdings may announce guidance revisions due to the strong upward movement in the dollar. However, our analysis of currencies goes beyond translational risk, giving us confidence that our holdings will continue to add economic value.

Whereas currency valuations are interesting to investors as they compare inflation expectations and the resulting interest rates on a country-by-country basis, domestic inflation is interesting to investors for two reasons. First, interest rates levels compare the attractiveness of different asset classes. Second, similar to our discussion of currencies, interest rates and their directions of change determine corporate actions. High-quality companies, like those held in our portfolio, tend to have pricing power or the ability to control costs, which equate to better performance in a rising rate environment.

In our prior letters, we have identified growth rates, unexpected changes in growth rates, and discount rates (or the return investors demand for a given investment) as key factors that drive equity valuations. With the Federal Reserve signaling that a rate increase would be unlikely at its next meeting and that any increase – when taken – would be measured, discount rates have further declined, in turn lifting equity valuations. At Lateef, we are less concerned about the market’s required return; instead, we are focused on growth rates and company fundamentals to construct our portfolio. When the Fed’s policy shifts, we expect interest rates and required returns to increase gradually, compelling the market to reward high-quality growth. As we have stated before, our criteria of high returns on capital and low leverage positions our portfolio well for a higher rate environment. If the economy in fact remains in a slow growth mode and inflation begins to rise, the Fund’s portfolio of companies with superior business models will all the more separate themselves from the pack.

 

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LATEEF FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Active versus Passive Management

Over the past two economic cycles, a trend has emerged where active management has underperformed passive indexing during long, sustained bull markets. During the bull markets of 1995-1999 and 2010-2014, only 18% and 19% of active managers outperformed the S&P 500, respectively.1 Predictably, investors rotated into passive strategies, chasing recent performance while falling victim to the recency effect. These periods of high market correlation and low dispersion between the top and bottom performing stocks were challenging environments for stock pickers. In our last quarterly letter, we explained that low-quality companies can outperform when the market rewards risk, such as the Internet and real estate bubbles; however, these periods are often followed by significant outperformance of high-quality portfolios over the long term.2

 

LOGO

Source: Bernstein Research, Strategic Insight (SI)

  

LOGO

Source: Kenneth French Data Library

This same insight applies when measuring active versus passive management. As nearly all active managers are capable of excluding the lowest quality companies from their portfolios based on poor fundamentals, when a risk-on rally occurs, many active managers collectively miss the rally in the most volatile lowest quality names. In other words, when stock selection makes less of a difference, active managers struggle to outperform. However, when markets taper off or face a correction, active managers outperform since these are precisely the periods when stock selection and a keen focus on quality make a difference.

 

 

 

1 

Pollock, Michael A. The Case for Actively Managed Funds. Wall Street Journal (Robert W. Baird and Morningstar data). February 8, 2015.

 

2 

For greater detail, please refer to our High Quality Mean Reversion white paper. Please contact our Relationship Management Team at (415) 461-3800 or clientservice@lateef.com for a copy of this paper.

 

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April 30, 2015

(Unaudited)

 

Such was the case from 2000 to 2008, when 63% of active managers outperformed the S&P 500 and indexing strategies. Lateef’s high-quality focus, not only led to an outperformance relative to the market during the period, but our active manager peers as well. Since 2009, the S&P 500 has returned over 15% per year, far outpacing its long-term average of 7%.3 During this time, quality-focused active managers have again underperformed due to QE-driven market correlation and a rotation into low-quality stocks, most levered to an economic recovery.

Further, in the early parts of a recovery, investors are sidelined by fear of negative returns in the market. In fact, equity markets experienced outflows during the first part of the recent recovery. As market returns begin to look attractive (in the rearview mirror), investors return. Towards the latter half of a recovery, passive index funds appear attractive given their high returns and low fees. It is at this precise point, where correlations fade and the dispersions of individual stock returns increase, that active management traditionally outperforms.

Changes to the Fund

The Lateef Fund saw multiple changes during the first quarter. We started new positions in Madison Square Garden (MSG) and Facebook (FB) while also selling our positions in Twenty-First Century Fox (FOXA), Scripps Networks (SNI), and Robert Half International (RHI). We also sold our position in Hospira (HSP) after Pfizer announced its intention to acquire the company for cash at a 39% premium.

During the quarter, we initiated a new position in Madison Square Garden (MSG). MSG is a holding company that operates three segments: MSG Sports, which owns and operates sports franchises including the New York Knicks and New York Rangers; MSG Media, which produces and distributes content through the MSG Network; and MSG Entertainment, which presents live entertainment events at the company’s collection of arenas and venues. We believe that MSG, having completed a multi-year renovation of the Madison Square Garden arena, will experience a substantial step-up in cash flows in the coming years through lower capital investment needs and high margin incremental revenues driven by ticket price increases, more advertisements, and upgraded food/beverage offerings. With the Media business’ cash flows no longer needed to fund renovations, the company has an opportunity to split its distinct businesses and realize full value for its assets, which have been heavily discounted by the market.

 

 

3 

Bloomberg performance data for S&P 500.

 

4


LATEEF FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

As we were building our position, MSG announced definitive plans to spin off its Sports and Entertainment businesses into a separate entity. The company is still in an early phase of unlocking value as management has yet to determine capital structures, which could lead to MSG Media taking advantage of its strong balance sheet and stable cash flows to return capital to shareholders via a large buyback program or a special dividend. Further, as a standalone regional sports network, MSG media dominates the large New York market with its exclusive sports content, making it an attractive takeout candidate in the future. We believe that a disparity continues to exist between the public and private valuations of MSG’s assets, as Wall Street has not given the company proper credit for the private market value of its sports and real estate assets. Sports franchises are unique assets as they are protected from substitutes by national governing bodies. These trophy assets also provide value to private buyers as the purchase price can be amortized, thus acting as a tax shield. This discount should narrow as the spinoff is realized.

We also established a position in Facebook (FB) this quarter. FB operates the largest social networking platform online and on mobile. We believe that FB is the beneficiary of three structural trends: (1) the shift of consumer time from traditional media such as print and television to digital media; (2) the shift of global advertising dollars from traditional media to digital media and its younger, growing base of viewers; and (3) the growth of mobile as an advertising platform. These tailwinds have the ability to double the digital advertising market from $140 billion to over $300 billion by 2020. FB, as the dominant leader with 76% market share in social-media digital advertising, will reap the benefits.

FB has a unique business model in that its user-generated content bear very low costs to the company; yet, the company monetizes this content at very high margins by allowing marketers to reach its 1.4 billion user base in a friendly, engaging manner. FB is still in the early stages of penetrating the top 1,000 global advertisers, which will drive much higher advertising revenue over the next 3-5 years as the largest brand advertisers have yet to meaningfully move advertising budgets towards social media. Furthermore, FB is different from other digital advertising companies in that it can deliver a variety of highly targeted advertisements with rich graphics and videos, as opposed to text, which are embedded in the user experience. This is appealing to both global marketers who are trying to build brand equity and awareness, and to users who see advertisements that are relevant to them. As FB monetizes its content, the economic spread between revenues and costs will create the most profitable network in the industry.

Our investment in FB also meant a simultaneous re-evaluation of our theses in Twenty-First Century Fox (FOXA) and Scripps Networks (SNI). Traditionally, media’s high fixed cost acted as a barrier to entry in content creation. Access to distribution was only available to expensively created content. Today, this paradigm no longer holds as the proliferation of user-generated content and new distribution platforms have reduced the value of traditional content. Advertisers now have the luxury of choosing among various digital outlets, including search, online video, and social media advertising. Not only does traditional media compete with these new forms of targeted, people-based advertising, it also becomes less valuable as content is pushed online and streamed through desktops and mobile devices. Whereas historically, television advertising commanded 9 minutes of advertising for every 21 minutes of content, today’s media can

 

5


LATEEF FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

often be viewed with no commercials or a 15 second upfront. As advertising minutes are extracted from the system, content thus becomes less valuable. The proliferation of various distribution channels allows for viewing by larger audiences; however, the same advertising value does not hold if advertising loads are reduced. Given these structural headwinds challenging traditional media companies, we sold our remaining positions in FOXA and SNI during the quarter.

We sold our position in Robert Half International (RHI) as our original investment thesis of RHI benefiting from the recovery in U.S. employment has played out. RHI has shown strong growth over 2013 and 2014 as U.S. employment levels recovered from the impacts of the 2008 financial crisis. We believe that the company may be closer to the end of its current cycle than management believes. The penetration of temporary workers in the U.S. has already surpassed prior peak levels, limited upside for growth. During the quarter, RHI’s valuation reached 23x 2015 earnings, near the peak valuation experienced at the top of the last cycle. Tough comparisons in the back half of 2015 could limit the company’s ability to achieve double-digit growth, which would lead to a de-rating. As such, we see meaningful downside risk relative to the remaining upside to fair value.

Finally, we sold our position in Hospira (HSP) after Pfizer’s February announcement that it would acquire HSP for $17 billion, or $90 per share, a 39% premium to HSP’s prior closing price. For the quarter, HSP earned a total return of 42% for our portfolio after returning 48% during 2014.

Conclusion

As we look ahead to first quarter results, volatility in the market may rise as the sharp movements in currencies over the past few months force companies to revise full-year outlooks. Translational effects aside, the Fund’s portfolio of high-quality companies should withstand and take advantage of currency fluctuations through their market leadership, cost structures, and capital allocation decisions. Further, such market volatility reduces market correlation, increasing dispersion between the high- quality and low-quality companies, forming an environment where high-quality managers outperform. We believe the Fund’s collection of holdings are well positioned in the current economic cycle. Further, as we survey the market for new opportunities, we believe there are ample new ideas that fit our criteria of high-quality growth.

 

6


LATEEF FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Thank you for entrusting us with your confidence. We appreciate your support and look forward to continuing our partnership.

Sincerely,

 

LOGO

Lateef Investment Management

~ Celebrating 40 Years of Exceptional Results in Investment Management ~

All opinions and data included in this commentary are as of March 31, 2015 and are subject to change. The opinions and views expressed herein are of Lateef Investment Management, L.P. and may differ from others and are not intended to be seen as fact, a forecast of future events, a guarantee of future results or investment advice. This information should not be used as the sole basis to make any investment decision. The statistics have been obtained from sources believed to be reliable, but the accuracy and completeness of this information cannot be guaranteed. Neither Lateef Investment Management, L.P. nor its information providers are responsible for any damages or losses arising from any use of this information. No investment strategy can assure a profit or protect against loss. Past performance is no guarantee of future results. The recently filed ADV Part 2 can be found at www.lateef.com or by request by calling 415-461-3800.

 

7


LATEEF FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Lateef Fund Q1 Leaders & Laggards

During the quarter, our top performers were Hospira (HSP), Towers Watson (TW), and JLL Group (JLL). As discussed above, we sold our position in HSP following Pfizer’s announcement that it would purchase HSP at a 39% premium to its pre-announcement closing price.

Towers Watson (TW) was a top performer this quarter. In early February, the company beat street estimates for its second quarter and raised guidance for the full year. Shares jumped 7% on the day of its earnings call and 11% over a 4-day span. Full-year EPS guidance was raised slightly due to strong results in the first fiscal half offset by the strengthening of the USD relative to the GBP and the EUR. This quarter confirmed our thesis on TW. The reallocation of resources from TW’s legacy businesses towards private healthcare exchanges has ended and cost cutting initiatives taken during 2014 are starting to bear fruit. TW enrolled 160,000 retiree and 60,000 active lives onto its OneExchange platform during the quarter. The company expects roughly 1.2 million lives on its platform by its June 2015 fiscal year end. Revenues from Exchange Solutions are now expected to grow in the low 30% range, up from management’s prior guidance of growth in the high 20% range.

JLL Group (JLL) was an outperformer this quarter after reporting fourth quarter results in early February that beat street expectations. JLL shares increased 10% after reporting EPS that beat by 12%. Real Estate Service fee revenue grew 18% year-over-year driven by a 24% rebound in EMEA and mid-teens growth in Americas and Asia-Pacific. JLL’s bottom line beat was again aided by better than expected incentive fee performance at LaSalle Investment Management. Net of tax, incentive fees contributed $0.42 to EPS versus $0.05 last fourth quarter. A normalization of investment fees and incentive returns were a component of our original thesis on JLL. We continue to see the company as an attractive investment given tight leasing markets and high transaction volumes worldwide.

Wynn Resorts (WYNN), Twenty-First Century Fox (FOXA), and Scripps Networks (SNI) were our bottom three performers this quarter. As discussed earlier, we sold our positions in FOXA and SNI during the quarter.

The Chinese government’s anti-corruption campaign continues to weigh on Wynn Resorts (WYNN) and the Macau gaming industry as a whole. Despite visitations to Macau remaining strong, high-end VIP and premium mass market customers, in fear of unwanted attention, have become guarded over the near term with regard to spending on gaming and entertainment. As a result, monthly gross gaming revenues in Macau declined 17% year-over-year in January and 49% year-over-year in February. In a late March policy address, Macau’s Chief Executive Fernando Chui furthered promoted Beijing’s agenda of lowering Macau’s dependence on gaming while also cutting the government’s gross gaming revenue forecasts to MOP 20 billion per month (USD 2.5 billion per month). As a result, Wall Street cut estimates for industry-wide gaming revenues and table yields, which pressured WYNN shares. Outside of these factors, minor delays at Wynn Palace, uncertainty over table allocations at new properties, and an ongoing proxy battle regarding Elaine Wynn’s Board seat acted as overhangs on WYNN’s share price.

 

8


LATEEF FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Given the re-valuation that has occurred across the industry and early signs of gaming volume stabilization in March, we believe that there is limited downside from these levels. In March, gross gaming revenues were again down year-over-year but improved sequentially with VIP growth of 15% and mass market growth of 6% compared to February. Given that premium mass market tends to follow VIP, we see positive momentum in WYNN’s target markets. As we anniversary the start of the anti-corruption campaign, comparison will ease, better positioning WYNN for grow. The past few quarters have been tough for shareholders, but we continue to view Macau as an attractive market due to rising household incomes and oncoming infrastructure connecting the region to mainland China, which will grow mass market gaming. While challenging over the near-term, WYNN’s best-in-class offering along with strong capital allocation history will reward shareholders that have a long-term horizon.

This letter is intended to assist shareholders in understanding how the Fund performed during the three months ended March 31, 2015, and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund, its holdings or the markets. Discussion of particular Fund holdings is not intended as a recommendation to buy, hold or sell those securities. The Fund’s portfolio composition is subject to change. Current and future portfolio holdings are subject to investment risks. Actual events may differ from the earnings projections and other forward-looking statements presented herein. Visit www.lateef.com to see the Fund’s most recently published holdings list.

 

9


LATEEF FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $10,000 in Lateef Fund’s Class A and Class C Shares

vs. Russell 3000® Index and S&P 500® Index

 

LOGO

Class A Shares growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.00%. This results in a net initial investment of $9,500.

Comparison of Change in Value of $1,000,000 in Lateef Fund’s Class I Shares

vs. Russell 3000® Index and S&P 500® Index

 

LOGO

 

10


LATEEF FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

Average Annual Total Returns for the Periods Ended April 30, 2015

 

                                                                                           
  1 Year 3 Years 5 Years Since
Inception*

Class A Shares (without sales charge)

 6.54% 12.32% 12.88% 6.87%

Class A Shares (with sales charge)

 1.19% 10.41% 11.72% 6.15%

Class C Shares

 5.65% 11.49% 12.04% 6.04%

Class I Shares

 6.79% 12.60% 13.17% 7.15%

Russell 3000® Index

12.74% 16.86% 14.33%     7.16%**

S&P 500® Index

12.98% 16.73% 14.33%     6.89%**

 

*  

The Lateef Fund (the “Fund”) commenced operations on September 6, 2007.

 

** 

Benchmark performance is from commencement date of the Fund only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table and graphs do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 499-2151.

The returns shown for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.00%. All of the Fund’s share classes apply a 2.00% redemption fee to the value of shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above. The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2014, are 1.41% and 1.24% for Class A Shares, 2.16% and 1.99% for Class C Shares and 1.16% and 0.99% for Class I Shares, respectively, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Lateef Investment Management, L.P. (“the Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 0.99% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until August 31, 2015, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.

The Fund intends to evaluate performance as compared to that of the Standard & Poor’s 500® Composite Price Index (“S&P 500®”) and the Russell 3000® Index. The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 3000® Index is an unmanaged index that measures the performance of the 3,000 largest U.S. stocks, representing about 98% of the total capitalization of the entire U.S. stock market. It is impossible to invest directly in an index.

 

11


LATEEF FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014 through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of the accompanying 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 your 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any) or redemption fees. Therefore, each hypothetical line of the accompanying 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.

 

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LATEEF FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

     Lateef Fund
     Beginning Account Value    Ending Account Value    Expenses Paid
     November 1, 2014    April 30, 2015    During Period*

Class A Shares

              

Actual

       $1,000.00           $1,031.90           $  6.25   

Hypothetical (5% return before expenses)

       1,000.00           1,018.65             6.21   

Class C Shares

              

Actual

       $1,000.00           $1,027.40           $10.00   

Hypothetical (5% return before expenses)

       1,000.00           1,014.93           9.94   

Class I Shares

              

Actual

       $1,000.00           $1,032.80           $  4.99   

Hypothetical (5% return before expenses)

       1,000.00           1,019.89             4.96   

 

 

*

Expenses are equal to an annualized expense ratio for the six month period ended April 30, 2015 of 1.24%, 1.99%, and 0.99% for Class A, Class C, and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six month total returns for the Fund of 3.19%, 2.74%, and 3.28% for Class A, Class C, and Class I Shares, respectively.

 

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LATEEF FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net        
     Assets     Value  

COMMON STOCKS:

    

Technology

     14.4   $ 108,626,571   

Industrial

     13.1        98,865,874   

Financial

     9.6        72,854,314   

Diversified Financial Services

     9.1        68,755,745   

Electronics

     7.3        54,931,757   

Commercial Services

     6.7        50,869,108   

Consumer, Non-cyclical

     5.8        44,133,649   

Machinery-Diversified

     5.5        41,760,927   

Communications

     5.2        39,407,886   

Hand/Machine Tools

     4.8        36,609,113   

Lodging

     4.8        36,619,224   

Media

     4.7        35,492,439   

Real Estate

     4.6        34,722,316   

Other Assets In Excess of Liabilities

     4.4        32,965,242   
  

 

 

   

 

 

 

NET ASSETS

  100.0 $ 756,614,165   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

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LATEEF FUND

Portfolio of Investments

April 30, 2015

 

     Number         
     of Shares      Value  

COMMON STOCKS — 95.6%

  

  

Commercial Services — 6.7%

  

  

Towers Watson & Co.,
Class A

     400,844       $   50,869,108   
     

 

 

 

Communications — 5.2%

  

Nielsen Holdings NV
(Netherlands)*

  876,900      39,407,886   
     

 

 

 

Consumer, Non-cyclical — 5.8%

  

Celgene Corp.*

  408,418      44,133,649   
     

 

 

 

Diversified Financial Services — 9.1%

  

Affiliated Managers
Group, Inc.*

  149,648      33,839,902   

T. Rowe Price Group, Inc.

  430,104      34,915,843   
     

 

 

 
  68,755,745   
     

 

 

 

Electronics — 7.3%

AMETEK, Inc.

  1,047,916      54,931,757   
     

 

 

 

Financial — 9.6%

Aon PLC (United
Kingdom)*

  398,699      38,366,805   

Progressive Corp. (The)

  1,293,605      34,487,509   
     

 

 

 
  72,854,314   
     

 

 

 

Hand/Machine Tools — 4.8%

  

Stanley Black &
Decker, Inc.

  370,913      36,609,113   
     

 

 

 

Industrial — 13.1%

Danaher Corp.

  443,677      36,328,273   

Trimble Navigation Ltd.*

  1,358,057      34,535,389   

Tyco International PLC*

  711,077      28,002,212   
     

 

 

 
  98,865,874   
     

 

 

 
     Number         
     of Shares      Value  

COMMON STOCKS — (Continued)

  

Lodging — 4.8%

     

Wynn Resorts, Ltd.

     329,695       $ 36,619,224   
     

 

 

 

Machinery-Diversified — 5.5%

  

Wabtec Corp.

      444,029      41,760,927   
     

 

 

 

Media — 4.7%

Madison Square Garden
Co. (The), Class A*

  441,998      35,492,439   
     

 

 

 

Real Estate — 4.6%

Jones Lang
LaSalle, Inc.

  209,095      34,722,316   
     

 

 

 

Technology — 14.4%

Accenture PLC, Class A
(Ireland)*

  366,527      33,958,727   

Facebook, Inc.,
Class A*

  471,488      37,139,110   

Google, Inc.*

  68,387      37,528,734   
     

 

 

 
  108,626,571   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $630,722,038)

   

  723,648,923   
     

 

 

 

TOTAL INVESTMENTS - 95.6%

        (Cost $630,722,038)

  

  

  723,648,923   
     

 

 

 

OTHER ASSETS IN
EXCESS OF
LIABILITIES - 4.4%

  32,965,242   
     

 

 

 

NET ASSETS - 100.0%

  

$   756,614,165   
     

 

 

 

 

*

Non-income producing.

 

 

The accompanying notes are an integral part of the financial statements.

 

15


LATEEF FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $630,722,038)

  $723,648,923   

Cash

  38,923,569   

Receivable for capital shares sold

  1,249,338   

Dividends and interest receivable

  639,238   

Prepaid expenses and other assets

  37,370   
  

 

 

 

Total assets

  764,498,438   
  

 

 

 

Liabilities

Payable for investments purchased

  6,268,070   

Payable for capital shares redeemed

  817,005   

Payable to Investment Adviser

  539,243   

Payable for administration and accounting fees

  88,077   

Payable for distribution fees

  48,969   

Payable for transfer agent fees

  46,254   

Payable for audit fees

  26,431   

Payable for custodian fees

  12,775   

Payable for shareholder service fees

  9,906   

Accrued expenses

  27,543   
  

 

 

 

Total liabilities

  7,884,273   
  

 

 

 

Net Assets

  $756,614,165   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

  $      535,815   

Paid-in capital

  570,324,991   

Accumulated net investment income

  1,968,046   

Accumulated net realized gain from investments

  90,858,428   

Net unrealized appreciation on investments

  92,926,885   
  

 

 

 

Net Assets

  $756,614,165   
  

 

 

 

Class A Shares:

Net asset value and redemption price per share
($86,174,049 / 6,155,274 shares)

  $14.00   

Maximum offering price per share (100/95 of $14.00)

  $14.74   

Class C Shares:

Net asset value, offering and redemption price per share
($46,879,105 / 3,575,091 shares)

  $13.11   

Class I Shares:

Net asset value, offering and redemption price per share
($623,561,011 / 43,851,175 shares)

  $14.22   

The accompanying notes are an integral part of the financial statements.

 

16


LATEEF FUND

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Dividends

$ 11,182,284   

Less: foreign taxes withheld

  (116,276

Interest

  1,476   
  

 

 

 

Total investment income

  11,067,484   
  

 

 

 

Expenses

Advisory fees (Note 2)

  8,203,694   

Distribution fees (Class C) (Note 2)

  370,603   

Distribution fees (Class A) (Note 2)

  308,694   

Administration and accounting fees (Note 2)

  540,372   

Transfer agent fees (Note 2)

  356,755   

Shareholder services fees

  123,534   

Custodian fees (Note 2)

  78,573   

Trustees’ and officers’ fees (Note 2)

  78,183   

Registration and filing fees

  65,788   

Legal fees

  53,218   

Printing and shareholder reporting fees

  49,016   

Audit fees

  27,937   

Other expenses

  62,139   
  

 

 

 

Total expenses before waivers and reimbursements

  10,318,506   
  

 

 

 

Less: waivers and reimbursements (Note 2)

  (1,219,088
  

 

 

 

Net expenses after waivers and reimbursements

  9,099,418   
  

 

 

 

Net investment income

  1,968,066   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

Net realized gain from investments

  123,277,709   

Net change in unrealized appreciation/(depreciation) on investments

  (70,834,172
  

 

 

 

Net realized and unrealized gain on investments

  52,443,537   
  

 

 

 

Net increase in net assets resulting from operations

$ 54,411,603   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

17


LATEEF FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
 

Increase in Net Assets from Operations:

Net investment income

$ 1,968,066    $ 3,551,361   

Net realized gain from investments and written options

  123,277,709      68,671,547   

Net change in unrealized appreciation/(depreciation) on investments

  (70,834,172   65,897,966   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations:

  54,411,603      138,120,874   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Class A Shares

  (113,342   (50,102

Class I Shares

  (2,441,054   (946,883
  

 

 

   

 

 

 

Total net investment income

  (2,554,396   (996,985
  

 

 

   

 

 

 

Net realized capital gains:

Class A Shares

  (8,502,870   (6,983,852

Class C Shares

  (3,874,512   (2,501,337

Class I Shares

  (50,785,735   (29,381,627
  

 

 

   

 

 

 

Total net realized capital gains

  (63,163,117   (38,866,816
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholder

  (65,717,513   (39,863,801
  

 

 

   

 

 

 

Increase/(Decrease) in Net Assets Derived from Capital Share
Transactions (Note 4)

  (81,511,410   104,730,544   
  

 

 

   

 

 

 

Total increase/(decrease) in net assets

  (92,817,320   202,987,617   
  

 

 

   

 

 

 

Net assets

Beginning of year

  849,431,485      646,443,868   
  

 

 

   

 

 

 

End of year

$ 756,614,165    $ 849,431,485   
  

 

 

   

 

 

 

Accumulated net investment income, end of year

$ 1,968,046    $ 2,554,376   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

18


LATEEF FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

   

 

    Class A  
    For the     For the     For the     For the     For the  
    Year     Year     Year     Year     Year  
    Ended     Ended     Ended     Ended     Ended  
    April 30,     April 30,     April 30,     April 30,     April 30,  
    2015     2014     2013     2012     2011  

Per Share Operating Performance

         

Net asset value, beginning of year

  $ 14.20      $ 12.45      $ 11.73      $ 10.76      $ 9.07   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income/(loss)(1)

    0.01        0.04        (2)      (0.05     (0.04

Net realized and unrealized gain on investments

    0.91        2.40        1.23        1.02        1.73   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

    0.92        2.44        1.23        0.97        1.69   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

         

Net investment income

    (0.01     (2)      (0.02              

Net realized capital gains

    (1.11     (0.69     (0.49              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

    (1.12     (0.69     (0.51              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

  $ 14.00      $ 14.20      $ 12.45      $ 11.73      $ 10.76   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

    6.54     19.92     10.92     9.02     18.63

Ratio/Supplemental Data

         

Net assets, end of year (000’s omitted)

  $ 86,174      $ 148,897      $ 120,871      $ 82,128      $ 68,230   

Ratio of expenses to average net assets

    1.24     1.24     1.24     1.24     1.30

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

    1.38     1.41     1.45     1.50     1.59

Ratio of net investment income/(loss) to average net assets

    0.08     0.31     0.04     (0.44 )%      (0.38 )% 

Portfolio turnover rate

    29.22     40.77     28.29     35.98     31.77

 

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Amount is less than $0.005 per share.

(3)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total investment return does not reflect the impact of the maximum front-end sales load of 5.00%. If reflected, the return would be lower.

(4)

During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

19


LATEEF FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

   

 

    Class C  
    For the     For the     For the     For the     For the  
    Year     Year     Year     Year     Year  
    Ended     Ended     Ended     Ended     Ended  
    April 30,     April 30,     April 30,     April 30,     April 30,  
    2015     2014     2013     2012     2011  

Per Share Operating Performance

         

Net asset value, beginning of year

  $ 13.46      $ 11.91      $ 11.30      $ 10.45      $ 8.87   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment loss(1)

    (0.09     (0.06     (0.08     (0.12     (0.10

Net realized and unrealized gain on investments

    0.85        2.30        1.18        0.97        1.68   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

    0.76        2.24        1.10        0.85        1.58   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

         

Net realized capital gains

    (1.11     (0.69     (0.49              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

  $ 13.11      $ 13.46      $ 11.91      $ 11.30      $ 10.45   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(2)

    5.65     19.08     10.14     8.13     17.81

Ratio/Supplemental Data

         

Net assets, end of year (000’s omitted)

  $ 46,879      $ 50,080      $ 39,133      $ 30,363      $ 28,086   

Ratio of expenses to average net assets

    1.99     1.99     1.99     1.99     2.05

Ratio of expenses to average net assets without waivers and expense reimbursements(3)

    2.14     2.16     2.19     2.25     2.34

Ratio of net investment loss to average net assets

    (0.67 )%      (0.44 )%      (0.71 )%      (1.19 )%      (1.13 )% 

Portfolio turnover rate

    29.22     40.77     28.29     35.98     31.77

 

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any.

(3)

During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

20


LATEEF FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    

 

    Class I  
     For the     For the     For the     For the     For the  
     Year     Year     Year     Year     Year  
     Ended     Ended     Ended     Ended     Ended  
     April 30,     April 30,     April 30,     April 30,     April 30,  
     2015     2014     2013     2012     2011  

Per Share Operating Performance

          

Net asset value, beginning of year

   $ 14.41      $ 12.61      $ 11.87      $ 10.87      $ 9.13   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income/(loss)(1)

     0.05        0.08        0.03        (0.02     (0.01

Net realized and unrealized gain on investments

     0.92        2.43        1.25        1.02        1.75   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

     0.97        2.51        1.28        1.00        1.74   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

          

Net investment income

     (0.05     (0.02     (0.05              

Net realized capital gains

     (1.11     (0.69     (0.49              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

     (1.16     (0.71     (0.54              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 14.22      $ 14.41      $ 12.61      $ 11.87      $ 10.87   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(2)

     6.79     20.21     11.22     9.20     19.06

Ratio/Supplemental Data

          

Net assets, end of year (000’s omitted)

   $ 623,561      $ 650,454      $ 486,440      $ 283,124      $ 157,616   

Ratio of expenses to average net assets

     0.99     0.99     0.99     0.99     1.05

Ratio of expenses to average net assets without waivers and expense reimbursements(3)

     1.14     1.16     1.19     1.25     1.34

Ratio of net investment income/(loss) to average net assets

     0.33     0.56     0.29     (0.19 )%      (0.13 )% 

Portfolio turnover rate

     29.22     40.77     28.29     35.98     31.77

 

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any.

(3)

During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

21


LATEEF FUND

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Lateef Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on September 6, 2007. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) may be applicable to the purchase of Class A Shares. A CDSC, as a percentage of the lower of the original purchase price or net asset value at redemption, of up to 1.00% may be imposed on full or partial redemptions of Class A Shares made within eighteen months of purchase where: (i) $1 million or more of Class A Shares were purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Options are valued at last sale price. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

22


LATEEF FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

• Level 1 —

quoted prices in active markets for identical securities;

• Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

• Level 3 —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

                   Level 2      Level 3  
            Level 1      Other Significant      Significant  
     Total Value at      Quoted      Observable      Unobservable  
     04/30/15      Price      Inputs      Inputs  

Investments in Securities*

   $ 723,648,923       $ 723,648,923       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Please refer to Portfolio of Investments for details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase

 

23


LATEEF FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

 

24


LATEEF FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — The Funds invest in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Funds may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Funds’ NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Funds is determined on the basis of U.S. dollars, the Funds may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Funds’ holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Funds’ holdings in foreign securities.

Purchased Options — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives. The Fund purchases option contracts. This transaction is used to hedge against changes in interest rates, foreign exchange rates and values of equities. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options are accounted for in the same manner as other securities owned. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

Options Written — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives and may enter into options written to hedge against changes in interest rates, foreign exchange rates and values of equities. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise

 

25


LATEEF FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. The Fund’s maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premium paid.

During the year ended April 30, 2015, the Fund did not enter into written option contracts.

2. Transactions with Affiliates and Related Parties

Lateef Investment Management, L.P. (“Lateef” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% of the Fund’s average daily net assets under $500 million; 0.95% of the Fund’s average daily net assets of $500 million or more but less than $1 billion; and 0.90% of the Fund’s average daily net assets of $1 billion and over. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 0.99% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until August 31, 2015, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Each class of shares of the Fund pays its respective pro-rata portion of the advisory fee payable by the Fund.

For the year ended April 30, 2015, the Adviser earned advisory fees of $8,203,694 and waived fees of $1,219,088.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

 

26


LATEEF FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $47,913. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 239,125,767       $ 410,467,314   

4. Capital Share Transactions

For the years ended April 30, 2015 and April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

27


LATEEF FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

     For the Year Ended     For the Year Ended  
     April 30, 2015     April 30, 2014  
     Shares     Amount     Shares     Amount  

Class A Shares

        

Sales

     893,719      $ 12,868,542        2,713,614      $ 37,019,276   

Reinvestments

     460,150        6,428,289        385,409        5,233,862   

Redemption Fees*

            4,786               3,811   

Redemptions

     (5,681,148     (81,815,456     (2,325,423     (31,751,065
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  (4,327,279 $ (62,513,839   773,600    $ 10,505,884   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class C Shares

Sales

  328,473    $ 4,399,451      824,775    $ 10,571,222   

Reinvestments

  206,751      2,712,572      128,974      1,665,060   

Redemption Fees*

       1,929           1,237   

Redemptions

  (682,000   (9,188,505   (518,422   (6,806,375
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  (146,776 $ (2,074,553   435,327    $ 5,431,144   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class I Shares

Sales

  12,830,721    $ 187,004,876      16,766,617    $ 231,008,776   

Reinvestments

  2,089,674      29,610,675      1,045,072      14,390,642   

Redemption Fees*

       26,800           19,183   

Redemptions

  (16,197,645   (233,565,369   (11,265,689   (156,625,085
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

  (1,277,250 $ (16,923,018   6,546,000    $ 88,793,516   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Net increase/(decrease)

  (5,751,305 $ (81,511,410   7,754,927    $ 104,730,544   
  

 

 

   

 

 

   

 

 

   

 

 

 

* There is a 2.00% redemption fee that may be charged on shares redeemed which have been held 30 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

 

28


LATEEF FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $5,645,648 of ordinary income dividends and $60,071,865 of long-term capital gains dividends. For the year ended April 30, 2014, the tax character of distributions paid by the Fund was $1,670,074 of ordinary income dividends and $38,193,727 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

Capital Loss   Undistributed   Undistributed   Unrealized

Carryforward

  Ordinary Income   Long-Term Gain   Appreciation
$—   $2,957,189   $89,869,285   $92,926,885

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

            
 

Federal tax cost

   $ 630,722,038   
    

 

 

 

Gross unrealized appreciation

$ 110,422,234   

Gross unrealized depreciation

  (17,495,349
    

 

 

 

Net unrealized appreciation

$ 92,926,885   
    

 

 

 

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Fund had no loss deferrals.

Accumulated capital losses represent net capital loss carry forwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund did not have any capital loss carry forwards.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

29


LATEEF FUND

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of FundVantage Trust and Shareholders of the

Lateef Fund:

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Lateef Fund (the “Fund”) at April 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

June 26, 2015

 

30


LATEEF FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Fund paid $5,645,648 ordinary income dividends and $60,071,865 long-term capital gain dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 100.00% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of ordinary income dividends qualifying for corporate dividends received deduction is 100.00%.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 0.07%.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

31


LATEEF FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 499-2151 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At an in-person meeting held on December 16-17, 2014 (the “Meeting”), the Board of Trustees (the “Board” or “Trustees”) of FundVantage Trust (“Trust”), including a majority of the Trustees who are not “interested persons” as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Lateef Investment Management, L.P. (the “Adviser” or “Lateef”) and the Trust on behalf of the Lateef Fund (the “Fund”) (“Agreement”). In determining whether to continue the Agreement, the Trustees considered information provided by the Adviser in accordance with Section 15(c) of the 1940 Act. The Trustees considered information that the Adviser provided regarding (i) services performed for the Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Fund, (iv) investment performance, (v) the capitalization and financial condition of the Adviser, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on the Adviser’s ability to service the Fund, and (x) compliance with the Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies), federal securities laws and other regulatory requirements. The Adviser also provided its most recent Form ADV for the Trustees’ review and consideration. The Trustees noted the reports provided at Board meetings throughout the year covering matters such as the relative performance of the Fund; compliance with the investment objectives, policies, strategies and limitations for the Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to fair value pricing procedures as established by the Board. The Trustees also received and reviewed a memorandum from legal counsel regarding the legal standards applicable to their review of the Agreement.

 

32


LATEEF FUND

Other Information (Continued)

(Unaudited)

 

Representatives from Lateef attended the Meeting both in-person and via telephone and discussed Lateef’s history, performance and investment strategy in connection with the proposed continuation of the Agreement and answered questions from the Board.

The Trustees considered the investment performance of the Fund and the Adviser. The Trustees reviewed the historical performance charts for each of the Fund’s share classes, as compared to the S&P 500 Index (including reinvested dividends), and the Lipper Multi-Cap Growth Fund category, the Fund’s applicable Lipper peer group, for the one-year, two-year, three-year, since inception and year-to-date periods ended September 30, 2014. The Trustees noted that the Fund’s Class A shares, Class C shares and Class I shares each underperformed the S&P 500 (including reinvested dividends) and the median of Lipper Multi-Cap Growth Fund category for the year-to-date, one-year, two-year and three-year periods ended September 30, 2014. The Trustees noted that the Fund’s Class A and Class I shares outperformed the S&P 500 Index (including reinvested dividends) and median of the Lipper Multi-Cap Growth Fund category for the since inception period ended September 30, 2014, and that the Fund’s Class C shares underperformed the S&P 500 Index (including reinvested dividends) and Lipper category for the same period. The Trustees also received performance information for the Fund’s Class I shares, the Fund’s comparable separately managed account composite (net of fees), and the S&P 500 Index, for the one-year, three-year, five-year and since inception periods ended October 31, 2014. The Trustees concluded that the comparative performance of the Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

The Trustees noted that while absolute performance was positive for various periods ended September 30, 2014 and October 31, 2014, the Fund’s relative performance lagged its Lipper peer group averages for certain measurement periods. The Trustees concluded that although the Fund had underperformed the S&P 500 Index (including reinvested dividends) and the median of the Lipper Multi-Cap Growth Fund category for certain measurement periods as noted above, the Trustees concluded that the performance of the Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

The Adviser provided information regarding its advisory fees and an analysis of these fees in relation to the delivery of services to the Fund and any other ancillary benefit resulting from the Adviser’s relationship with the Fund. The Trustees considered the fees that the Adviser charges its similarly managed accounts, and evaluated the explanations provided by the Adviser as to differences in fees charged to the Fund and such accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Fund versus other similarly managed funds. The Trustees noted that the net total expenses of the Fund’s Class A shares were lower than the median of the net total expenses of funds with similar

 

33


LATEEF FUND

Other Information (Continued)

(Unaudited)

 

share classes in the Lipper Multi-Cap Growth Fund category and the net total expenses of the Fund’s Class C shares and Class I shares were each higher than the median of the net total expenses of funds with similar share classes in the same category. Further, the gross advisory fee for the Fund’s Class A shares, Class C shares and Class I shares, were each higher than the median of the gross advisory fee for funds in the Lipper Multi-Cap Growth Fund category. The Trustees concluded that the advisory fee and services provided by Lateef are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Fund based on the information provided at the Meeting.

The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by the Adviser, the Board took into account its familiarity with the Adviser’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Adviser’s compliance policies and procedures and reports regarding the Adviser’s compliance operations from the Trust’s Chief Compliance Officer. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Fund by the Adviser and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Agreement, that the quality of the services appeared to be consistent with industry norms and that the Fund is likely to benefit from the continued receipt of those services. They also concluded that the Adviser has sufficient personnel, with the appropriate education and experience, to serve the Fund effectively and had demonstrated their ability to attract and retain qualified personnel.

The Trustees considered the costs of the services provided by the Adviser, the compensation and benefits received by the Adviser in providing services to the Fund, as well as the Adviser’s profitability. The Trustees were provided with the Adviser’s most recent audited balance sheet. The Trustees noted that the Adviser’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that the Adviser’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Fund specifically. The Trustees concluded that the Adviser’s contractual advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the Fund during the renewal term.

The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board determined that economies of scale for the benefit of fund shareholders should be achieved as assets of the Fund increase as a result of breakpoint reductions in the advisory fee rate at specific asset levels which are reflected in the fee schedule of the Agreement. In addition, the Trustees also considered Lateef’s efforts to grow the Fund’s assets as economies of scale may be achieved due to the ability of the Fund to spread its fixed costs across a larger asset base.

 

34


LATEEF FUND

Other Information (Continued)

(Unaudited)

 

In voting to approve the continuation of the Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by the Adviser. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Agreement would be in the best interests of the Fund and its shareholders. As a result, the Board, including a majority of the Independent Trustees, unanimously approved the continuation of the Agreement for an additional one year period.

 

35


LATEEF FUND

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (866) 499-2151.

 

36


LATEEF FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (866) 499-2151.

 

Name

and Date of Birth

 

  Position(s) Held  

with Trust

  

Term of Office

 and Length of  

Time Served

  

Principal Occupation(s)

During Past Five Years

  

    

Number of

Funds in

 Trust Complex  

Overseen by

Trustee

 

  

Other

Directorships

Held by Trustee

 

INDEPENDENT TRUSTEES

 

           

ROBERT J. CHRISTIAN  

Date of Birth: 2/49

  Trustee and Chairman of the Board    Shall serve until death, resignation or removal. Trustee and Chairman since 2007.   

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

   38    Optimum Fund Trust (registered investment company) (6 portfolios).
           

IQBAL MANSUR

Date of Birth: 6/55

  Trustee   

Shall serve until death, resignation or removal. Trustee since 2007.

 

   University Professor, Widener University.    38    None

 

37


LATEEF FUND

Fund Management (Continued)

(Unaudited)

 

 

Name

and Date of Birth

  

  Position(s) Held  

with Trust

  

Term of Office

 and Length of  

Time Served

 

Principal Occupation(s)

During Past Five Years

       

    

Number of

Funds in

 Trust Complex  

Overseen by

Trustee

 

  

Other

Directorships

Held by Trustee

             

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.  

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

       38    None
             

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.  

Retired since December 2010; Chief

Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.

       38   

Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

 

INTERESTED TRUSTEE1

 

             

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.  

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

       38    None

1 Ms.Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

38


LATEEF FUND

Fund Management (Concluded)

(Unaudited)

 

 

       

Name

and Date of Birth

 

Position(s) Held

with Trust

 

Term of Office

and Length of

Time Served

 

 

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

       

JOEL L. WEISS

Date of Birth: 1/63

 

President and Chief

Executive Officer

 

Shall serve until death,

resignation or removal. Officer

since 2007.

 

Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

 

       

JAMES G. SHAW

Date of Birth: 10/60

 

Treasurer and Chief    

Financial Officer

 

Shall serve until death,

resignation or removal. Officer    

since 2007.

 

  Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.
       

VINCENZO A. SCARDUZIO  

Date of Birth: 4/72

  Secretary  

Shall serve until death,

resignation or removal. Officer

since 2012.

 

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

       

DAVID C. LEBISKY

Date of Birth: 5/72

 

Chief Compliance

Officer

 

Shall serve until death,

resignation or removal. Officer

since 2015.

 

Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

 

39


Investment Adviser

Lateef Investment Management, L.P.

300 Drakes Landing Road

Suite 210

Greenbrae, CA 94904

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

LATEEF FUND

of

FundVantage Trust

Class A Shares

Class C Shares

Class I Shares

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the Lateef Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Lateef Fund.

 

 

Lat001


MONTIBUS SMALL CAP GROWTH FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Fellow Shareholder,

During the Fund’s fiscal year ended April 30, 2015, U.S. stocks endured a bumpy ride. Winter’s deep freeze resulted in a -2.9% contraction in GDP, for first calendar quarter of 2015, after growing 2.6% in the final quarter of 2014. With inflation, as measured by the Consumer Price Index, remaining in check, U.S. stocks rallied from the beginning of the fiscal year on May 1, 2014 through July 3, 2014 before consolidating for a few months thereafter.

The summer was far from dull, however, as a series of geopolitical events grabbed headlines. The markets absorbed a Russian incursion into the Ukraine, the rising threat of ISIS in the Middle East, and an Ebola outbreak in western Africa. World financial markets experienced volatility as European banks approached their October stress tests and as the export-oriented German economy was hit by a crashing Russian economy and currency. At the same time, the U.S. Federal Reserve continued to signal an eventual increase in interest rates, leaving investors to worry that a tightening in monetary conditions might signal the end of this aging bull market. In light of this backdrop, investors reduced risk by selling stocks. This resulted in a series of mild profit-taking corrections in the summer and fall months with large cap stocks outperforming small. With some of the froth taken out of equity valuations, the stage appeared set for the markets to benefit from traditional year-end strength.

2014 ended on a strong note with equity returns in the fourth quarter nicely positive. The gap between domestic economic strength and the rest of the world widened, underscored by a very strong 5.0% jump in third quarter U.S. GDP and a December jobs report that took the unemployment rate below 5.6%. A fourth quarter crash in oil prices, resulting from an oversupplied market, inflicted damage on all things energy-related but was a boon to the U.S. consumer. A “Santa Claus rally” towards year end left U.S. stocks within a whisper of all-time highs. Due to stronger returns posted earlier in 2014, small cap stocks outperformed large for the calendar year ended December 31, 2014, reversing large caps’ relative outperformance in calendar 2013. For the full calendar year 2014, the Russell 2000® Index (the “Russell 2000”) posted a total return of 9.73% compared to the Standard & Poor’s 500 Index’s (the “S&P 500”) total return of 4.93%.

In spite of turning the calendar pages to a new year, there were a few important trends that persisted into the first quarter of 2015. Oil prices, the Dollar/Euro exchange rate, and the 10-year U.S. Treasury yield all continued to track lower. Investors fretted that the markets were signaling an ebbing of global growth, leaving the U.S. economy as its sole engine. Those concerns became elevated as domestic growth slowed in Q1 due to a sharp drop in energy sector capital spending, a series of punishing winter storms that buried economic activity in New England and the Midwest, and an extended west coast port strike that saw loaded cargo ships stacked off of Long Beach. Not surprisingly, consumer spending adjusted for inflation turned negative in February before picking back up in March. Ultimately, U.S. markets took these events in stride, seeing the impact as a temporary interruption to an otherwise healthy economic expansion. For the first calendar quarter of 2015, smaller capitalization stocks handily beat their larger sized peers with the Russell 2000 posting a total return of 4.32% compared to the S&P 500’s total return of 0.95%. This relative outperformance was partially driven by an investor preference for exposure to the U.S. economy where the growth outlook was more certain, as well as a lack of exposure to the negative impact on foreign earnings from a strong U.S. dollar. However, April’s sharp sell-off in small cap stocks, dropping 2.55% for the month, resulted in relative underperformance for the fiscal year compared to large cap stocks, which rose 0.95% in the same month. For the 12-month period ended April 30, 2015, the Russell 2000® Index had a total return of 9.71% compared to 12.98% for the S&P 500 Index.

 

1


MONTIBUS SMALL CAP GROWTH FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

12-month period ended April 30, 2015, the Russell 2000® Index had a total return of 9.71% compared to 12.98% for the S&P 500 Index.

Sector Review

For the Fund’s fiscal year ended April 30, 2015, sector performance was mixed. Of the eight sectors in which we had capital deployed, three sectors in the Montibus Small Cap Growth Fund portfolio outperformed their counterparts in the Russell 2000® Growth Index benchmark: Consumer Discretionary, Financial, and Health Care. Three sectors in the Fund’s portfolio underperformed their benchmark counterparts: Industrials, Materials, and Information Technology. Performance of Consumer Staples and Energy relative to their benchmark counterparts was flat.

Health Care – The sector with the highest contribution to overall portfolio performance during the fiscal year was Health Care. Four of the 10 best performing positions for the period were from that sector: Isis Pharmaceuticals, Inc. (ISIS), Puma Biotechnology, Inc. (PBYI), DexCom, Inc. (DXCM), and Centene Corp. (CNC). ISIS and PBYI are no longer in the portfolio, having graduated to mid-cap status. Health Care represented 20.40% of the portfolio at the end of the period. The weight within the sector increased during the period but was still underweight relative to the benchmark. Health care holdings focused on companies in Health Care Providers and Services, Health Care Equipment and Supplies Biotechnology, and Pharmaceuticals. In general, small cap Health Care companies have the advantage of being domestically focused and not energy sensitive. Health Care stocks are also benefitting from improved employment, long-term scientific innovation, and pricing power.

Information Technology – Our positions in Information Technology were the second best contributors to overall portfolio performance but underperformed their benchmark counterparts for the fiscal year. Three of the 10 best performing positions for the period were from that sector. Those holdings were matched with three other Information Technology companies in the Fund’s top 10 detractors from total returns for the same period. Information Technology was the portfolio’s largest sector, representing 27.69% of the holdings at the end of the fiscal year. The portfolio remains overweight in Information Technology versus the benchmark. We like the Software names because of their higher growth rates, better cash flow-oriented business models compared to hardware technology, and the ongoing shift in how software purchases favor subscription models.

Consumer Discretionary – The third best contributor to overall portfolio performance and the best-performing sector relative to the benchmark during the fiscal year was Consumer Discretionary. Three of the 10 best performing positions for the period were from Consumer Discretionary, including Jack in the Box, Inc. (JACK), Fiesta Restaurant Group, Inc. (FRGI), and Skechers USA, Inc. (SKX). During the period, we increased our overweight position in that sector, concentrating on the Hotels, Restaurants, and Leisure and Retail industries. We saw improving trends in restaurants, retail, and footwear, being driven by trends including rising employment and housing, improving consumer confidence, and lower gas prices. Consumer Discretionary stocks made up 21.17% of the portfolio.

Financials – Making a positive contribution to the Fund’s total return for the fiscal year and a positive performer versus the benchmark, Financials were the fourth best performing sector for the Fund during the fiscal year. At the end of the period, Financials represented 6.89% of the portfolio with Banks and Real Estate Investment Trusts (REITs) making up the bulk of holdings. Our Financials exposure is positioned to benefit from our belief in a recovery in the real estate market, the general economic boost to loan growth, higher interest rates, and a consolidation in the community bank industry.

 

2


MONTIBUS SMALL CAP GROWTH FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

Industrials – The worst performing sector in both absolute and relative terms, Industrials comprised of 14.82% of the portfolio at the end of the fiscal year. We decreased our positions in the sector during the period, ending slightly overweight relative to the benchmark. The sharp fall in oil prices combined with the steep rise in the Dollar and another tough winter challenged sector performance as investors reduced expectations for more cyclically oriented growth. Three of the top 10 detractors to the portfolio’s total return for the period were Industrials. Primoris Services Corp. (PRIM), H&E Equipment Services, Inc. (HEES), and Actuant Corp. (ATU) ranked as the third, fourth, and sixth largest detractors, respectively. Each company has exposure to capital spending by energy companies and investors became appropriately concerned about the medium term outlook for large upstream and midstream projects.

Energy – Although Energy had an overall negative contribution to the Fund’s total return for the fiscal year, our holdings in that sector performed in line with the benchmark. Three of the top 10 detractors to the portfolio’s total return for the period were Energy companies. Rosetta Resources, Inc. (ROSE), Basic Energy Services, Inc. (BAS), and Pioneer Energy Services Corp. (PES) ranked as the first, second, and seventh largest detractors, respectively. At the end of the period, Energy represented 3.14% of the portfolio, slightly underweight to the benchmark.

Top 5 Holdings1

As of April 30, 2015, the 10 largest Montibus Small Cap Growth Fund positions represented 18.11% of the portfolio. The top 10 positions were dominated by Information Technology companies, with six holdings in that sector. Three Consumer Discretionary companies and one Health Care company completed the top 10 holdings.

Jack in the Box Inc. (JACK), was the largest position in the portfolio at the end of the Fund’s fiscal year. JACK operates and franchises Jack in the Box quick-service restaurants and Qdoba Mexican Grill fast-casual restaurants in the United States.

Akorn Inc. (AKRX) was the second largest position in the portfolio and the only health care company among the Fund top 10 holdings. AKRX develops, markets, and manufactures generic and branded prescription pharmaceuticals in the United States and internationally.

SPS Commerce Inc. (SPSC) was the third largest position in the portfolio. SPSC offers a cloud-based platform for retailers to connect with supply chain partners, thus enabling tighter collaboration and cost-effectiveness.

Infoblox, Inc. (BLOX) develops network automation and domain name system (DNS) security solutions, increasingly important areas given higher network traffic and the proliferation of connected devices. BLOX was the Fund’s fourth largest holding.

 

 

1 The securities as presented may not represent current or future composition of the portfolio and are subject to risk. A complete list of the holdings can be found in the Portfolio of Investments section of the Annual Report.

 

3


MONTIBUS SMALL CAP GROWTH FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

Maximus, Inc. (MMS), the fifth largest position in the portfolio, provides business process services to government health and human services agencies in the U.S., Australia, Canada, the United Kingdom, and Saudi Arabia. In the U.S., MMS primarily focuses on operating government sponsored programs such as a Medicaid, Medicare, and health care exchanges.

Performance

For the Fund’s fiscal year ended April 30, 2015, Institutional Class of Montibus Small Cap Growth Fund posted a total return of 13.03%. The Fund underperformed its benchmark, the Russell 2000® Growth Index, by 162 basis points for the 12-month period. The Fund held a 3-Star Overall Morningstar Rating™ among 665 Small Growth funds and ranked in the 34th percentile among 737 of its Small Growth category peers for the year ended April 30, outperforming the category average total return of 11.34% by 166 basis points.2

Outlook

So far in 2015, U.S. stocks, particularly small cap growth stocks, are off to a solid start. The Russell 2000® Growth Index was up 6.63% in the first quarter of 2015 in the face of many challenges, including, but not limited to, slower GDP growth, falling oil prices and 10-year yields, rising concerns over conflict in the Middle East, lower housing starts, and a weaker than expected jobs report. On the positive front, the U.S. economy continues to recover. Falling oil prices are benefiting the consumer, confidence is up, corporate profits remain strong, unemployment continues to fall, and job openings are at new highs. Given greater challenges in foreign markets, the U.S. market is relatively more attractive, which continues to benefit U.S. stocks.

As we head into earnings season, we expect company results to be met with volatility as investors attempt to discount the appropriate growth rate for the rest of 2015. Already we have seen continued pressure on industrial demand. Globally, over 50% of the countries have a Purchasing Manager Index of less than 50 and the global economy remains soft. Given a tepid growth outlook and an uncertain geopolitical climate, we expect stable growth companies to fare better than purely cyclical names.

As always, we appreciate the confidence you have placed in us.

Kenneth A. Korngiebel, CFA®

Portfolio Manager

Montibus Small Cap Growth Fund

 

 

2For each fund with at least a three-year history, Morningstar calculates a Morningstar Rating™ based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars, and the bottom 10% receive 1 star. (Each share class is counted as

 

4


MONTIBUS SMALL CAP GROWTH FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) The Overall Morningstar Rating for a fund is derived from a weighted average of the performance figures associated with its three-, five-, and ten-year (if applicable) Morningstar Rating metrics.

Morningstar Rating™ for Montibus Small Cap Growth Fund is based on risk-adjusted returns. Montibus Small Cap Growth Fund was rated against the following numbers of U.S.-domiciled small growth funds over the following time periods: 665 funds in the overall period, 665 funds in the last three years, and 583 funds in the last five years ending April 30, 2015. With respect to these small growth funds, the Institutional Class received a Morningstar Rating™ of three stars for the overall period, three stars for the three-year period, and three stars for the five-year period. Adviser Class received a Morningstar Rating™ of three stars for the overall period, three stars for the three-year period, and three stars for the five-year period. Class A received a Morningstar Rating™ of two stars for the overall period, two stars for the three-year period, and two stars for the five-year period. Morningstar small growth category ranking for Montibus Small Cap Growth Fund is based on total returns as of April 30, 2015. Institutional Class ranked in the top 34% (248 out of 737 funds) for one year and in the top 51% (296 out of 583 funds) for five years. Adviser Class ranked in the top 37% (273 out of 737 funds) for one year and in the top 57% (334 out of 583 funds) for five years. Class A ranked in the top 37% (274 out of 737 funds) for one year and in the top 57% (336 out of 583 funds) for five years.

Morningstar Ratings™ are subject to change. See our latest quarterly fund fact sheet at www.montibuscap.com/mutualfund for updated rankings for the Fund.

©2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

 

5


MONTIBUS SMALL CAP GROWTH FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $10,000 Investment in Montibus Small Cap Growth Fund

Class A vs. Russell 2000® Growth Index

 

LOGO

Class A Shares growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net investment of $9,425.

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
   1 Year 3 Year Since Inception*   

Class A (without sales charge)

12.76% 13.90% 10.81%  

Class A (with sales charge)

  6.25% 11.66%   9.28%  

Russell 2000® Growth Index**

14.65% 17.22% 13.47%  

 

*

Class A Shares of the Montibus Small Cap Growth Fund (the “Fund”) commenced operations on February 3, 2011.

 

**

Benchmark performance is from commencement date of Class A Shares only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month end may be obtained by calling (866) 632-9904.

 

6


MONTIBUS SMALL CAP GROWTH FUND

Annual Report

Performance Data (Continued)

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in Montibus Small Cap Growth Fund

Adviser Class vs. Russell 2000® Growth Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
   1 Year 3 Year Since Inception*   

Adviser Class

12.78% 13.91% 11.54%  

Russell 2000® Growth Index**

14.65% 17.22% 14.23%  

 

*

Adviser Class Shares of the Fund commenced operations on March 16, 2011.

 

**

Benchmark performance is from commencement date of Adviser Class Shares only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month end may be obtained by calling (866) 632-9904.

 

7


MONTIBUS SMALL CAP GROWTH FUND

Annual Report

Performance Data (Continued)

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $1,000,000 Investment in Montibus Small Cap Growth Fund

Institutional Class vs. Russell 2000® Growth Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
   1 Year 3 Year 5 Year Since Inception   

Institutional Class

13.03% 14.20% 13.41% 7.66%  

Russell 2000® Growth Index*

14.65% 17.22% 14.94% 7.67%  

 

 

Performance shown for the period from November 1, 2007 to December 30, 2010 is the performance of TW Small Cap Growth Fund I, L.P., an unregistered pooled investment vehicle (the “Predecessor Fund”), which transferred its assets to the Fund in connection with the Fund’s commencement of operations on December 31, 2010. Performance from December 31, 2010 to April 30, 2015 is from the performance of the Fund’s Institutional Class Shares. The Predecessor Fund’s performance has been adjusted to reflect the annual deduction of fees and expenses applicable to Institutional Class shares of the Fund. The Predecessor Fund was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended. If the Predecessor Fund had been registered under the 1940 Act, its performance may have been different.

 

*

Benchmark performance is from commencement date of the Predecessor Fund (November 1, 2007) only and is not the commencement date of the benchmark itself.

 

8


MONTIBUS SMALL CAP GROWTH FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month end may be obtained by calling (866) 632-9904.

The returns for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.75%. All of the Fund’s share classes apply a 1.00% fee to the value of shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above. The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2014, are 2.45% and 1.30% for Class A Shares, 2.45% and 1.30% for Adviser Class Shares and 2.20% and 1.05% for Institutional Class Shares, respectively, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Montibus Capital Management LLC (“Montibus” or the “Adviser”) has contractually agreed to a reduction of its advisory fee and/or reimbursement of other operating expenses in order to limit “Total Annual Fund Operating Expenses,” excluding class specific fees and expenses, extraordinary expenses, brokerage commissions, interest and “Acquired Fund Fees and Expenses,” to 1.05% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until December 31, 2015, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

The Fund intends to evaluate its performance as compared to that of the Russell 2000® Growth Index. The Russell 2000® Growth Index is an unmanaged index that measures the performance of the small-cap growth market. It is impossible to invest directly in an index.

Investments in small capitalization companies present a greater risk of loss than investments in large companies due to greater volatility and less liquidity.

 

9


MONTIBUS SMALL CAP GROWTH FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees, if any, and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the period from November 1, 2014 through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of the accompanying 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 your 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of the accompanying 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.

 

10


MONTIBUS SMALL CAP GROWTH FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

 

     Montibus Small Cap Growth Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class A

              

Actual

       $1,000.00          $1,042.40          $6.58  

Hypothetical (5% return before expenses)

       1,000.00          1,018.35          6.51  

Adviser Class

              

Actual

       $1,000.00          $1,042.40          $6.58  

Hypothetical (5% return before expenses)

       1,000.00          1,018.35          6.51  

Institutional Class

              

Actual

       $1,000.00          $1,044.10          $5.32  

Hypothetical (5% return before expenses)

       1,000.00          1,019.59          5.26  

 

 

*

Expenses are equal to an annualized expense ratio for the six month period ended April 30, 2015 of 1.30%, 1.30% and 1.05% for Class A, Adviser Class and Institutional Class Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six month total returns for the Fund of 4.24%, 4.24% and 4.41% for Class A, Adviser Class and Institutional Class Shares, respectively.

 

11


MONTIBUS SMALL CAP GROWTH FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

COMMON STOCKS:

    

Software

     7.9   $ 1,562,764   

Hotels, Restaurants & Leisure

     7.5        1,482,104   

Internet Software & Services

     7.4        1,466,627   

Health Care Providers & Services

     5.9        1,165,452   

Health Care Equipment & Supplies

     5.3        1,051,166   

IT Services

     5.2        1,027,185   

Biotechnology

     5.1        1,005,440   

Specialty Retail

     4.7        918,520   

Pharmaceuticals

     4.1        811,910   

Commercial Banks

     3.9        773,577   

Semiconductors & Semiconductor Equipment

     3.3        647,205   

Commercial Services & Supplies

     3.0        598,344   

Textiles, Apparel & Luxury Goods

     2.6        519,817   

Construction & Engineering

     2.6        519,570   

Professional Services

     2.3        464,453   

Trading Companies & Distributors

     2.1        409,929   

REIT

     2.0        396,048   

Communications Equipment

     2.0        392,353   

Media

     1.7        335,306   

Machinery

     1.6        320,074   

Internet & Catalog Retail

     1.6        317,865   

Oil, Gas & Consumable Fuels

     1.6        310,425   

Metals & Mining

     1.6        309,930   

Building Products

     1.3        254,625   

Road & Rail

     1.3        251,825   

Multiline Retail

     1.3        248,361   

Chemicals

     1.2        235,917   

Food & Staples Retailing

     1.2        235,281   

Electronic Equipment, Instruments & Components

     1.2        228,932   

Diversified Financial Services

     1.0        192,647   

Diversified Consumer Services

     1.0        192,644   

Leisure Equipment & Products

     0.9        172,288   

Technology Hardware, Storage & Peripherals

     0.8        150,918   

Paper & Forest Products

     0.6        122,332   

Air Freight & Logistics

     0.6        111,122   

Other Assets in Excess of Liabilities

     2.6        511,095   
  

 

 

   

 

 

 

NET ASSETS

     100.0   $ 19,714,051   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

12


MONTIBUS SMALL CAP GROWTH FUND

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — 97.4%

     

Air Freight & Logistics — 0.6%

     

Hub Group, Inc., Class A*

     2,785       $ 111,122   
     

 

 

 

Biotechnology — 5.1%

Insmed, Inc.*

  11,315      226,753   

Kite Pharma, Inc.*

  2,476      124,741   

NewLink Genetics Corp.*

  2,244      100,082   

Ophthotech Corp.*

  4,081      184,788   

Orexigen Therapeutics, Inc.*

  16,557      108,780   

Sage Therapeutics, Inc.*

  2,785      147,605   

Sangamo BioSciences, Inc.*

  9,110      112,691   
     

 

 

 
  1,005,440   
     

 

 

 

Building Products — 1.3%

USG Corp.*

  9,594      254,625   
     

 

 

 

Chemicals — 1.2%

H.B. Fuller Co.

  5,648      235,917   
     

 

 

 

Commercial Banks — 3.9%

Bank of the Ozarks, Inc.

  6,847      265,390   

Banner Corp.

  4,836      218,684   

South State Corp.

  4,275      289,503   
     

 

 

 
  773,577   
     

 

 

 

Commercial Services & Supplies — 3.0%

  

Mobile Mini, Inc.

  4,797      184,876   

Steelcase, Inc., Class A

  14,236      250,127   

US Ecology, Inc.

  3,482      163,341   
     

 

 

 
  598,344   
     

 

 

 

Communications Equipment — 2.0%

  

Qorvo, Inc.*

  2,244      147,902   

Ruckus Wireless, Inc.*

  20,929      244,451   
     

 

 

 
  392,353   
     

 

 

 

Construction & Engineering — 2.6%

  

EMCOR Group, Inc.

  5,416      241,716   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

  

Construction & Engineering — (Continued)

  

Primoris Services Corp.

     14,449       $ 277,854   
     

 

 

 
  519,570   
     

 

 

 

Diversified Consumer Services — 1.0%

  

TAL Education Group, ADR (Cayman)*

  5,242      192,644   
     

 

 

 

Diversified Financial Services — 1.0%

  

MarketAxess Holdings, Inc.

  2,244      192,647   
     

 

 

 

Electronic Equipment, Instruments & Components — 1.2%

  

Belden, Inc.

  2,727      228,932   
     

 

 

 

Food & Staples Retailing — 1.2%

  

Casey’s General Stores, Inc.

  2,863      235,281   
     

 

 

 

Health Care Equipment & Supplies — 5.3%

  

AngioDynamics, Inc.*

  11,431      190,783   

DexCom, Inc.*

  3,752      253,523   

Endologix, Inc.*

  7,524      117,073   

LDR Holding Corp.*

  4,917      166,440   

Spectranetics Corp. (The)*

  5,435      139,408   

STERIS Corp.

  2,766      183,939   
     

 

 

 
  1,051,166   
     

 

 

 

Health Care Providers & Services — 5.9%

  

Acadia Healthcare Co., Inc.*

  4,139      283,522   

Centene Corp.*

  2,330      144,437   

ExamWorks Group, Inc.*

  6,538      267,731   

HealthSouth Corp.

  7,292      329,744   

Surgical Care Affiliates, Inc.*

  3,714      140,018   
     

 

 

 
  1,165,452   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

13


MONTIBUS SMALL CAP GROWTH FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Hotels, Restaurants & Leisure — 7.5%

  

Chuy’s Holdings, Inc.*

     13,095       $ 296,209   

Fiesta Restaurant Group, Inc.*

     6,635         335,399   

Jack in the Box, Inc.

     4,468         387,688   

Red Robin Gourmet Burgers, Inc.*

     2,534         190,278   

Vail Resorts, Inc.

     2,747         272,530   
     

 

 

 
  1,482,104   
     

 

 

 

Internet & Catalog Retail — 1.6%

  

Lands’ End, Inc.*

  3,482      102,301   

Shutterfly, Inc.*

  4,816      215,564   
     

 

 

 
  317,865   
     

 

 

 

Internet Software & Services — 7.4%

  

Cornerstone OnDemand, Inc.*

  5,106      146,185   

Dealertrack Technologies, Inc.*

  3,192      125,478   

Demandware, Inc.*

  4,487      276,399   

Envestnet, Inc.*

  6,074      311,353   

Marketo, Inc.*

  8,298      236,078   

SPS Commerce, Inc.*

  5,687      371,134   
     

 

 

 
  1,466,627   
     

 

 

 

IT Services — 5.2%

  

Euronet Worldwide, Inc.*

  5,822      340,471   

MAXIMUS, Inc.

  5,687      364,025   

WEX Inc.*

  2,863      322,689   
     

 

 

 
  1,027,185   
     

 

 

 

Leisure Equipment & Products — 0.9%

  

Brunswick Corp.

  3,443      172,288   
     

 

 

 

Machinery — 1.6%

  

Actuant Corp., Class A

  5,977      142,372   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Machinery — (Continued)

  

Lindsay Corp.

     2,244       $     177,702   
     

 

 

 
  320,074   
     

 

 

 

Media — 1.7%

  

IMAX Corp. (Canada)*

  8,975      335,306   
     

 

 

 

Metals & Mining — 1.6%

  

U.S. Silica Holdings, Inc.

  8,298      309,930   
     

 

 

 

Multiline Retail — 1.3%

  

Burlington Stores, Inc.*

  4,816      248,361   
     

 

 

 

Oil, Gas & Consumable Fuels — 1.6%

  

Carrizo Oil & Gas, Inc.*

  1,879      104,717   

Diamondback Energy, Inc.*

  1,506      124,350   

Matador Resources Co.*

  2,935      81,358   
     

 

 

 
  310,425   
     

 

 

 

Paper & Forest Products — 0.6%

  

Louisiana-Pacific Corp.*

  8,027      122,332   
     

 

 

 

Pharmaceuticals — 4.1%

  

Aerie Pharmaceuticals, Inc.*

  3,946      38,039   

Akorn, Inc.*

  9,265      385,795   

BioDelivery Sciences International, Inc.*

  11,006      88,708   

Relypsa, Inc.*

  10,348      299,368   
     

 

 

 
  811,910   
     

 

 

 

Professional Services — 2.3%

  

Corporate Executive Board Co. (The)

  3,462      290,219   

TrueBlue, Inc.*

  6,054      174,234   
     

 

 

 
  464,453   
     

 

 

 

REIT — 2.0%

  

EastGroup Properties, Inc.

  2,437      139,396   
 

 

The accompanying notes are an integral part of the financial statements.

 

14


MONTIBUS SMALL CAP GROWTH FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

  

REIT — (Continued)

  

Pebblebrook Hotel Trust

     5,977       $ 256,652   
     

 

 

 
  396,048   
     

 

 

 

Road & Rail — 1.3%

  

Swift Transportation Co.*

  10,406      251,825   
     

 

 

 

Semiconductors & Semiconductor Equipment — 3.3%

  

Cavium, Inc.*

  5,571      360,945   

Cypress Semiconductor Corp.

  6,033      80,355   

Silicon Laboratories, Inc.*

  3,985      205,905   
     

 

 

 
  647,205   
     

 

 

 

Software — 7.9%

  

Aspen Technology, Inc.*

  7,544      334,878   

Callidus Software, Inc.*

  18,627      230,043   

Guidewire Software, Inc.*

  3,694      184,515   

Infoblox, Inc.*

  15,455      364,120   

Interactive Intelligence Group, Inc.*

  2,824      124,200   

Qlik Technologies, Inc.*

  9,342      325,008   
     

 

 

 
  1,562,764   
     

 

 

 

Specialty Retail — 4.7%

  

Five Below, Inc.*

  9,033      304,593   

Restoration Hardware Holdings, Inc.*

  3,075      264,973   

Sportsman’s Warehouse Holdings, Inc.*

  18,027      173,600   

Tile Shop Holdings, Inc.*

  13,520      175,354   
     

 

 

 
  918,520   
     

 

 

 
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

  

Technology Hardware, Storage & Peripherals — 0.8%

  

Nimble Storage, Inc.*

     6,170       $ 150,918   
     

 

 

 

Textiles, Apparel & Luxury Goods — 2.6%

  

Skechers U.S.A., Inc., Class A*

  2,650      238,288   

Steven Madden, Ltd.*

  7,215      281,529   
     

 

 

 
  519,817   
     

 

 

 

Trading Companies & Distributors — 2.1%

  

Beacon Roofing Supply, Inc.*

  3,907      116,116   

H&E Equipment Services, Inc.

  4,952      122,413   

Rush Enterprises, Inc., Class A*

  6,557      171,400   
     

 

 

 
  409,929   
     

 

 

 

TOTAL COMMON STOCKS

(Cost $14,321,355)

  

  

  19,202,956   
     

 

 

 

TOTAL INVESTMENTS - 97.4%
(Cost $14,321,355)

   

  19,202,956   
     

 

 

 

OTHER ASSETS IN EXCESS OF
LIABILITIES - 2.6%

   

  511,095   
     

 

 

 

NET ASSETS - 100.0%

$     19,714,051   
     

 

 

 

 

 

*

Non-income producing.

 

ADR

American Depositary Receipt

REIT

Real Estate Investment Trust

 

 

The accompanying notes are an integral part of the financial statements.

 

15


MONTIBUS SMALL CAP GROWTH FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $14,321,355)

$ 19,202,956   

Cash

  619,932   

Receivable for investments sold

  249,449   

Dividends and interest receivable

  1,629   

Receivable from Investment Adviser

  12,663   

Prepaid expenses and other assets

  21,080   
  

 

 

 

Total assets

  20,107,709   
  

 

 

 

Liabilities

Payable for investments purchased

  314,510   

Payable for audit fees

  24,491   

Payable for transfer agent fees

  21,436   

Payable for administration and accounting fees

  15,505   

Payable for custodian fees

  6,556   

Accrued expenses

  11,160   
  

 

 

 

Total liabilities

  393,658   
  

 

 

 

Net Assets

$ 19,714,051   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

$ 14,722   

Paid-in capital

  11,726,103   

Accumulated net realized gain from investments

  3,091,625   

Net unrealized appreciation on investments

  4,881,601   
  

 

 

 

Net Assets

$ 19,714,051   
  

 

 

 

Class A:

Net asset value and redemption price per share ($580,831 / 43,923 shares)

  $13.22   
  

 

 

 

Maximum offering price per share (100/94.25 of $13.22)

  $14.03   
  

 

 

 

Adviser Class:

Net asset value, offering and redemption price per share ($202,749 / 15,349 shares)

  $13.21   
  

 

 

 

Institutional Class:

Net asset value, offering and redemption price per share ($18,930,471 / 1,412,943 shares)

  $13.40   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

16


MONTIBUS SMALL CAP GROWTH FUND

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Dividends

$ 138,940   

Interest

  109   
  

 

 

 

Total investment income

  139,049   
  

 

 

 

Expenses

Advisory fees (Note 2)

  317,258   

Transfer agent fees (Note 2)

  113,513   

Administration and accounting fees (Note 2)

  77,510   

Registration and filing fees

  54,751   

Legal fees

  34,103   

Audit fees

  26,133   

Printing and shareholder reporting fees

  25,076   

Custodian fees (Note 2)

  22,927   

Trustees’ and officers’ fees (Note 2)

  17,162   

Distribution fees (Class A) (Note 2)

  1,686   

Distribution fees (Adviser Class) (Note 2)

  486   

Other expenses

  5,467   
  

 

 

 

Total expenses before waivers and reimbursements

  696,072   
  

 

 

 

Less: waivers and reimbursements (Note 2)

  (360,785
  

 

 

 

Net expenses after waivers and reimbursements

  335,287   
  

 

 

 

Net investment loss

  (196,238
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

Net realized gain from investments

  4,821,584   

Net change in unrealized appreciation/(depreciation) on investments

  (279,520
  

 

 

 

Net realized and unrealized gain on investments

  4,542,064   
  

 

 

 

Net increase in net assets resulting from operations

$ 4,345,826   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

17


MONTIBUS SMALL CAP GROWTH FUND

Statements of Changes in Net Assets

 

 

 

 

  For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
 

Increase/(decrease) in net assets from operations:

Net investment loss

$ (196,238 $ (213,405

Net realized gain from investments

  4,821,584      5,233,160   

Net change in unrealized appreciation/(depreciation) on investments

  (279,520   696,373   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  4,345,826      5,716,128   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net realized capital gains:

Class A

  (80,903   (24,236

Adviser Class

  (22,346   (7,505

Institutional Class

  (3,758,553   (1,663,344
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (3,861,802   (1,695,085
  

 

 

   

 

 

 

Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 4)

  (12,280,660 )    1,216,275   
  

 

 

   

 

 

 

Total increase/(decrease) in net assets

  (11,796,636   5,237,318   
  

 

 

   

 

 

 

Net assets

Beginning of year

  31,510,687      26,273,369   
  

 

 

   

 

 

 

End of year

$ 19,714,051    $ 31,510,687   
  

 

 

   

 

 

 

Accumulated net investment income/(loss), end of year

$    $   
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

18


MONTIBUS SMALL CAP GROWTH FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Class A
    For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
  For the
Year Ended
April 30, 2013
  For the
Year Ended
April 30, 2012
  For the Period
February 3, 2011*
to April 30, 2011

Per Share Operating Performance

                   

Net asset value, beginning of period

    $ 13.20       $ 11.47       $ 10.75       $ 11.85       $ 10.57  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment loss(1)

    (0.12 )     (0.13 )     (0.11 )     (0.13 )     (0.04 )

Net realized and unrealized gain/(loss) on investments

    1.77       2.63       0.92       (0.71 )     1.32  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

    1.65       2.50       0.81       (0.84 )     1.28  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

         

Net realized gains

    (1.63 )     (0.77 )     (0.09 )     (0.26 )      
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 13.22     $ 13.20     $ 11.47     $ 10.75     $ 11.85  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(2)

    12.76 %     21.72 %     7.65 %     (6.75 )%     12.11 %

Ratio/Supplemental Data

         

Net assets, end of period (000’s omitted)

  $ 581     $ 631     $ 381     $ 458     $ 72  

Ratio of expenses to average net assets

    1.30 %     1.35 %     1.48 %     1.48 %     1.48 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

    2.46 %     2.45 %     2.90 %     3.67 %     3.75 %(3)

Ratio of net investment loss to average net assets

    (0.86 %)     (0.93 %)     (1.09 %)     (1.27 )%     (1.34 )%(3)

Portfolio turnover rate

    69.94 %     92.93 %     109.97 %     104.56 %     31.40 %(5)

 

*

Commencement of operations.

(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.
(3) Annualized.
(4)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(5) Reflects portfolio turnover for the Fund for the period December 31, 2010 (commencement of operations) to April 30, 2011. Portfolio turnover is not annualized.

The accompanying notes are an integral part of the financial statements.

 

19


MONTIBUS SMALL CAP GROWTH FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Adviser Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Adviser Class
    For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
  For the
Year Ended
April 30, 2013
  For the
Year Ended
April 30, 2012
  For the Period
March 16, 2011*
to April 30, 2011

Per Share Operating Performance

                   

Net asset value, beginning of period

    $ 13.19       $ 11.46       $ 10.74       $ 11.85       $ 10.40  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment loss(1)

    (0.12 )     (0.13 )     (0.12 )     (0.13 )     (0.02 )

Net realized and unrealized gain/(loss) on investments

    1.77       2.63       0.93       (0.72 )     1.47  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

    1.65       2.50       0.81       (0.85 )     1.45  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

         

Net realized gains

    (1.63 )     (0.77 )     (0.09 )     (0.26 )      
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 13.21     $ 13.19     $ 11.46     $ 10.74     $ 11.85  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(2)

    12.78 %     21.74 %     7.66 %     (6.84 )%     13.94 %

Ratio/Supplemental Data

         

Net assets, end of period (000’s omitted)

  $ 203     $ 185     $ 98     $ 53     $ 28  

Ratio of expenses to average net assets

    1.30 %     1.35 %     1.48 %     1.48 %     1.48 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

    2.46 %     2.45 %     2.88 %     3.61 %     3.49 %(3)

Ratio of net investment loss to average net assets

    (0.86 %)     (0.93 %)     (1.09 %)     (1.27 )%     (1.29 )%(3)

Portfolio turnover rate

    69.94 %     92.93 %     109.97 %     104.56 %     31.40 %(5)

 

*

Commencement of operations.

(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(3) Annualized.
(4) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(5) Reflects portfolio turnover for the Fund for the period December 31, 2010 (commencement of operations) to April 30, 2011. Portfolio turnover is not annualized.

The accompanying notes are an integral part of the financial statements.

 

20


MONTIBUS SMALL CAP GROWTH FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Institutional Class
    For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
  For the
Year Ended
April 30, 2013
  For the
Year Ended
April 30, 2012
  For the Period
December 31, 2010*
to April 30, 2011

Per Share Operating Performance

                   

Net asset value, beginning of period

    $ 13.33       $ 11.55       $ 10.79       $ 11.86       $ 10.00  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment loss(1)

    (0.08 )     (0.09 )     (0.09 )     (0.11 )     (0.04 )

Net realized and unrealized gain/(loss) on investments

    1.78       2.64       0.94       (0.70 )     1.90  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

    1.70       2.55       0.85       (0.81 )     1.86  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

         

Net realized gains

    (1.63 )     (0.77 )     (0.09 )     (0.26 )      
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 13.40     $ 13.33     $ 11.55     $ 10.79     $ 11.86  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(2)

    13.03 %     22.02 %     7.99 %     (6.49 )%     18.60 %

Ratio/Supplemental Data

         

Net assets, end of period (000’s omitted)

  $ 18,930     $ 30,695     $ 25,794     $ 20,650     $ 18,687  

Ratio of expenses to average net assets

    1.05 %     1.10 %     1.23 %     1.23 %     1.23 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

    2.19 %     2.20 %     2.64 %     3.45 %     2.81 %(3)

Ratio of net investment loss to average net assets

    (0.61 %)     (0.68 %)     (0.84 %)     (1.02 )%     (1.11 )%(3)

Portfolio turnover rate

    69.94 %     92.93 %     109.97 %     104.56 %     31.40 %(5)

 

*

Commencement of operations.

(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(3) Annualized.
(4) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(5) Not annualized.

The accompanying notes are an integral part of the financial statements.

 

21


MONTIBUS SMALL CAP GROWTH FUND

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Montibus Small Cap Growth Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on December 31, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”), which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Adviser Class and Institutional Class Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”), as a percentage of the lower of the original purchase price or net asset value at redemption, of 1.00% may be imposed on full or partial redemptions of Class A Shares made within twelve months of purchase where (i) $1 million or more of Class A Shares was purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Options are valued at last sale price. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

       Level 1  —

quoted prices in active markets for identical securities;

 

22


MONTIBUS SMALL CAP GROWTH FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

       Level 2  —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

       Level 3  —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total Value at
04/30/2015
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

    Investments in Securities*

   $     19,202,956       $     19,202,956       $             —       $             —   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* Please refer to Portfolio of Investments for details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the

 

23


MONTIBUS SMALL CAP GROWTH FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

 

24


MONTIBUS SMALL CAP GROWTH FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Affiliates and Related Parties

Montibus Capital Management LLC (the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund Fees and Expenses” and brokerage commissions) do not exceed 1.05% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until December 31, 2015, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. As of April 30, 2015, the amount of potential recovery was as follows:

 

                 Expiration     

April 30, 2016

  

April 30, 2017

  

April 30, 2018

$319,654

   $340,369    $360,785

For the year ended April 30, 2015, the Adviser earned and waived fees of $317,258; fees reimbursed by the Adviser were $43,527.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

 

25


MONTIBUS SMALL CAP GROWTH FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Adviser Class Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Adviser Class Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25%, on an annualized basis, of the average daily net assets of the Fund’s Class A and Adviser Class Shares.

The Trustees of the Trust who are not affiliated with BNY Mellon receive an annual retainer for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $4,212. Certain employees of BNY Mellon serve as an Officer or Trustee of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 21,117,759       $ 36,717,732   

 

26


MONTIBUS SMALL CAP GROWTH FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Capital Share Transactions

For the years ended April 30, 2015 and April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Year Ended
April 30, 2015
    For the Year Ended
April 30, 2014
 
     Shares     Amount     Shares     Amount  

Class A

        

Sales

     3,791      $ 53,765        25,689      $ 346,920   

Reinvestments

     5,883        76,300        1,800        24,012   

Redemption Fees*

            4                 

Redemptions

     (13,529     (186,048     (12,939     (58,375
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  (3,855 $ (55,979   14,550    $ 312,557   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adviser Class

Sales

  201    $ 2,818      6,625    $ 93,659   

Reinvestments

  1,724      22,346      562      7,505   

Redemption Fees*

       1             

Redemptions

  (599   (7,950   (1,757   (24,491
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

  1,326    $ 17,215      5,430    $ 76,673   
  

 

 

   

 

 

   

 

 

   

 

 

 

Institutional Class

Sales

  115,783    $ 1,617,671      65,082    $ 898,018   

Reinvestments

  286,206      3,757,891      123,619      1,662,673   

Redemption Fees*

       185             

Redemptions

  (1,292,200   (17,617,643   (119,492   (1,733,646
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  (890,211 $ (12,241,896   69,209    $ 827,045   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase/ (decrease)

  (892,740 $ (12,280,660   89,189    $ 1,216,275   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

*

There is a 1.00% redemption fee that may be charged on shares redeemed which have been held for 60 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in-capital.

 

27


MONTIBUS SMALL CAP GROWTH FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as tax benefit or expense in the current year. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, these adjustments were to decrease accumulated net investment loss and to decrease accumulated net realized gain by $196,238. This adjustment was due to netting of net operating losses to short-term capital gains. Net investment income, net realized gains and net assets were not affected by these adjustments.

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $1,201,894 of ordinary income dividends and $2,659,908 of long-term capital gains dividends. For the year ended April 30, 2014, the tax character of distributions paid by the Fund was $589,721 of ordinary income dividends and $1,105,364 of long-term capital gains dividends. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss

Carryforward

   Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized Appreciation    Qualified Late-Year
Losses

$ —

   $404,272    $2,975,788    $4,593,166    $—

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

 

28


MONTIBUS SMALL CAP GROWTH FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

 

            
 

Federal tax cost

   $ 14,609,790   
    

 

 

 

Gross unrealized appreciation

$ 5,432,360   

Gross unrealized depreciation

  (839,194
    

 

 

 

Net unrealized appreciation

$ 4,593,166   
    

 

 

 

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Fund had no capital loss deferrals and no late year ordinary loss.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund did not have any capital loss carryforwards.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there was the following subsequent event:

The Board of Trustees of FundVantage Trust (the “Trust”) has approved a plan to liquidate and terminate the Fund. The plan of liquidation provides that the Fund will cease its business, liquidate its assets and distribute its liquidation proceeds to all of the Fund’s shareholders of record. Final liquidation of the Fund will occur on or about August 24, 2015.

The Fund ceased accepting purchase orders and closed to all new and existing investors on June 16, 2015.

Shareholders of the Fund may redeem their shares at any time prior to the liquidation date. If a shareholder has not redeemed his or her shares by the liquidation date, the shareholder’s shares automatically will be redeemed and proceeds will be sent to the shareholder of record. Liquidation proceeds will be paid in cash at the Fund’s applicable net asset value per share.

 

29


MONTIBUS SMALL CAP GROWTH FUND

 

Notes to Financial Statements (Concluded)

April 30, 2015

As the liquidation of the Fund approaches, the Fund’s investment adviser is expected to increase the portion of the Fund’s assets held in cash and similar investments and reduce maturities of non-cash investments in order to prepare for an orderly liquidation and to meet anticipated redemption requests. This may adversely affect the Fund’s yield. The impending liquidation of the Fund may result in large redemptions, which could adversely affect the Fund’s expense ratio, although existing contractual fee waivers will be maintained. Also, as the Fund’s liquidation approaches, the Fund will cease to pursue its investment objective.

The redemption of shares held by a shareholder as part of the liquidation generally will be considered a taxable event. Prior to final liquidation, the Fund may make distributions of income and capital gains. These distributions will have the tax and other consequences described in the Fund’s prospectus and statement of additional information. A shareholder should consult with the shareholder’s tax advisor to discuss the Fund’s liquidation and the tax consequences to the shareholder.

 

30


MONTIBUS SMALL CAP GROWTH FUND

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of the FundVantage Trust and

Shareholders of the Montibus Small Cap Growth Fund

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the Montibus Small Cap Growth Fund (one of the series constituting FundVantage Trust) (the “Fund”) as of April 30, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2015, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Montibus Small Cap Growth Fund (one of the series constituting FundVantage Trust) at April 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

 

LOGO

Philadelphia, Pennsylvania

June 26, 2015

 

31


MONTIBUS SMALL CAP GROWTH FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Fund paid $1,201,894 of ordinary income dividends and $2,659,908 in long-term gains. Dividends from short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 9.15% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 9.54%.

The Fund designates 17.04% of the ordinary income distributions as qualified short-term gain pursuant to the American Jobs Creation Act of 2004.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

32


MONTIBUS SMALL CAP GROWTH FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 632-9904 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

33


MONTIBUS SMALL CAP GROWTH FUND

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (866) 632-9904.

 

34


MONTIBUS SMALL CAP GROWTH FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and Officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request by calling (866) 632-9904.

 

           

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

   Principal Occupation(s)
During Past Five Years
  

Number of

Funds in

Trust Complex

Overseen by

Trustee

 

  

Other

Directorships

Held by Trustee

 

INDEPENDENT TRUSTEES

 

           

ROBERT J. CHRISTIAN

Date of Birth: 2/49

   Trustee and Chairman of the Board    Shall serve until death, resignation or removal. Trustee and Chairman since 2007.   

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

   38    Optimum Fund Trust (registered investment company) (6 portfolios).
           

IQBAL MANSUR

Date of Birth: 6/55

   Trustee   

Shall serve until death, resignation or removal. Trustee since 2007.

 

   University Professor, Widener University.    38    None.

 

35


MONTIBUS SMALL CAP GROWTH FUND

Fund Management (Continued)

(Unaudited)

 

 

Name    

and Date of Birth    

  

Position(s) Held  

with Trust  

  

Term of Office    

and Length of    

Time Served    

   Principal Occupation(s)    
During Past Five Years     
  

Number of    

Funds in    

Trust Complex    
Overseen by    

Trustee

 

  

Other

Directorships

Held by Trustee

           

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.    Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.    38    None.
           

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.    Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.    38    Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

36


MONTIBUS SMALL CAP GROWTH FUND

Fund Management (Continued)

(Unaudited)

 

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

   Principal Occupation(s)
During Past Five Years
  

Number of
Funds in

Trust Complex

Overseen by

Trustee

 

   Other
Directorships
Held by Trustee

 

INTERESTED TRUSTEE1

 

           

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.    Retired since May 2014; EVP, Head of GFI Client Services Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.    38    None.

¹ Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

37


MONTIBUS SMALL CAP GROWTH FUND

Fund Management (Concluded)

(Unaudited)

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

 

  

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

       

JOEL L. WEISS

Date of Birth: 1/63

   President and Chief Executive Officer   

Shall serve until death, resignation or removal. Officer since 2007.

 

   Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.
       

JAMES G. SHAW

Date of Birth: 10/60

   Treasurer and Chief Financial Officer   

Shall serve until death, resignation or removal. Officer since 2007.

 

   Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.
       
VINCENZO A. SCARDUZIO Date of Birth: 4/72    Secretary    Shall serve until death, resignation or removal. Officer since 2012.    Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.
       

DAVID C. LEBISKY

Date of Birth: 5/72

   Chief Compliance Officer    Shall serve until death, resignation or removal. Officer since 2015.    Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

38


[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

Montibus Capital Management LLC

805 SW Broadway, Suite 2400

Portland, OR 97205

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

MONTIBUS SMALL

CAP GROWTH FUND

of

FundVantage Trust

Class A (SGWAX)

Adviser Class (SGWYX)

Institutional Class (SGRIX)

ANNUAL

REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the Montibus Small Cap Growth Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Montibus Small Cap Growth Fund.

Mot001

 

 


LOGO

MOUNT LUCAS U.S. FOCUSED EQUITY FUND

of

FundVantage Trust

Class I

ANNUAL REPORT

April 30, 2015

 

This report is submitted for the general information of the shareholders of the Mount Lucas U.S. Focused Equity Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Mount Lucas U.S. Focused Equity Fund.


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Dear Shareholder,

I am pleased to provide you with this annual report for the Mount Lucas U.S. Focused Equity Fund (“Fund”). In this report, you will find important information about the Fund, as well as a discussion of investment performance for the 12-month period ended April 30, 2015.

Overall, U.S. equity markets produced strong returns over the period. For the 12-month period ended April 30, 2015, the Fund was up 8.81% versus 12.98% for the S&P 500® and 9.31% for the Russell 1000® Value Index.

Following a tremendous year in 2013, U.S. equities posted a respectable year in 2014. The 13.7% return on the S&P 500 represented the sixth consecutive year of positive returns for the index, and was almost 6% greater than the average expectation of 20 sell-side analysts as reported by Bloomberg News on January 3, 2014. Through the first four months of 2015, U.S. equities have continued their positive ways. If the second quarter generates positive returns, it will be the tenth consecutive quarter of positive returns for the S&P 500, the second longest series of consecutive positive quarterly returns in the last 20 years. On a factor basis, if 2012 and 2013 were the years to be a value investor as opposed to a momentum investor, then 2014 and the beginning of 2015 have been the opposite, as momentum strategies have outperformed value strategies. Within our Mount Lucas U.S. Focused Equity Fund, we also saw this dynamic as our momentum portfolio outperformed our value portfolio by 6.6% in 2014. We believe that over the past 50 years there are multiple periods when either a value only or momentum only strategy would do well individually, but a portfolio that has an allocation to both value and momentum has the potential to produce a strong risk-adjusted return over the long-run.

Over the 12 month-period ended April 30, 2015, the Fund invested in a total of 63 U.S. equities, with the current portfolio holding 36 U.S. equities. Over this investment period, the top five investments (Graham Holdings (GHC), Best Buy (BBY), Staples (SPLS), Delta Air Lines (DAL) and Diamond Offshore Drilling (DO)) generated two-thirds of the portfolio’s overall net return, while 48 total investments generated positive returns during their holding period. However, the portfolio’s return was dragged down by three investments in particular: Cliffs Natural Resources (CLF), Transocean Ltd (RIG) and Noble Corp (NE). These three investments were the main cause of the Fund’s underperformance relative to the S&P 500 as they, in total, reduced the portfolio’s return in excess of 5%. From a macro perspective, arguably the dominant theme in the financial markets in 2014 was the weakness in commodity prices, especially in the energy complex and the iron ore market. As such, owning commodity producers and their related services companies during 2014 would be a challenge and history proved this was the case. While the Fund closed out its holding in Cliffs Natural Resources (CLF) in March as part of the semi-annual portfolio roll, the Fund still owns shares in both Transocean Ltd (RIG) and Noble Corp (NE); both added in September 2014. In addition, in the March 2015 portfolio roll the Fund increased its allocation to the Energy Sector by almost 16% with the addition of two Oil & Gas Exploration and Production companies (Denbury Resources (DNR) and Chesapeake Energy (CHK)), one Oil & Gas Services & Equipment company (Diamond Offshore Drilling (DO)) and one oil refiner (Tesoro Corp (TSO)). While it may be challenging to overcome one’s behavioral impediments to invest in Oil & Gas E&P or Service & Equipment companies in the midst of a 55% decline in crude oil prices - optics make it too hard, the headlines are too negative, everybody is down on them - our quantitative approach allows us to get past these behavioral impediments and take a detached and objective view of the situation. When businesses like these are beaten down to very low valuations, it doesn’t take a big change in the narrative to generate an outsized return. As of April 30, 2015, the Energy Sector is the largest sector allocation in the Fund.

After six years of positive annual returns in the S&P 500, U.S. equities as a whole are no longer as cheap as they were a couple of years ago, nor are they as cheap compared to other international developed market equities. However, that doesn’t necessarily mean that U.S. equities will not generate a positive return in 2015 - bull markets don’t die of old age. Both the 1980s and 1990s bull markets experienced longer consecutive annual equity market rallies as measured by the S&P 500 (8 consecutive years in the 1980s resulting in a 300% total return over the period, and 9 consecutive years in the 1990s resulting in a 448% total return over the period). The current bull market has generated a 160% total return over the past six years. In addition, the beauty of a non-parametric model, as employed by the Mount Lucas U.S. Focused Equity Fund, is that there are always relatively undervalued companies that exhibit solid fundamentals. Maintaining a consistent approach to selecting and rebalancing the strategy’s holdings allows us to hold a basket of these companies, a strategy that provides the opportunity to outperform the broader equity indices over the long term and may be a good consideration for a large cap equity allocation within an investor’s portfolio.

 

1


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

Thank you for your investment in the Fund. We value your ongoing confidence in us, and we look forward to serving your investment needs in the future.

Sincerely,

Timothy Rudderow

CEO and CIO

Mount Lucas Management LP

This letter is intended to assist shareholders in understanding how the Fund performed during the period ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

The performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate so when redeemed may be worth more or less than its original cost. Current performance may be lower or higher than quoted here. For performance current to the most recent month-end, please call 1-844-261-6483. Returns shown, unless otherwise indicated, are total returns, with dividends and income reinvested. Fee waivers are in effect; if they had not been in effect performance would have been lower.

Before the Fund commenced operations, all of the assets and liabilities of the Predecessor Fund were transferred to the Fund in a tax-free reorganization (the “Reorganization”). The Reorganization occurred prior to the opening of business on March 24, 2014. As a result of the Reorganization, the Fund assumed the performance and accounting history of the Predecessor Fund prior to the date of the Reorganization.

The S&P 500® Index is a capitalization-weighted index designed to measure the performance of the broad U.S. economy through changes in the aggregate market value of 500 stocks representing all major industries. The index assumes the reinvestment of all dividends. Any Indexes mentioned are unmanaged statistical composites of stock market performance. Investing in an index is not possible.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

 

2


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Account Value of $10,000 Investment in the Mount Lucas U.S. Focused Equity Fund

Class I vs. S&P 500 Index

 

LOGO

 

      

 

Average Annual Total Returns for the Periods  Ended April 30, 2015

 

      1 Year       3 Years       5 Years       Since Inception

Class I*

     8.81%         19.28%         14.70%       6.41%

S&P 500® Index

     12.98%         16.73%         14.33%         6.48%**

 

*

Mount Lucas U.S. Focused Equity Fund - Class I Shares (the “Fund”) commenced operations on October 1, 2007.

 

**

Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling (844) 261-6483.

The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2014, are 1.18% and 0.95%, respectively, for Class I shares of the Fund’s average daily net assets. Mount Lucas Management LP (the “Adviser”) has contractually agreed to waive fees and/or reimburse expenses in order to limit the Fund’s “Total Annual Fund Operating Expenses” (excluding taxes, “Acquired Fund Fees and Expenses,” extraordinary items, brokerage commissions and interest) to, as a percentage of average daily net assets, 0.95% with respect to Class I Shares. The Expense Limitation will remain in place until August 31, 2015, unless the Board of Trustees approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. Performance would have been lower without fee waivers in effect.

The Fund operated as a series of Scotia Institutional Funds prior to the opening of business on March 24, 2014 (the “Predecessor Fund”), at which time, the Predecessor Fund was reorganized into the Fund. Before the Fund commenced operations, all of the assets and liabilities of the Predecessor Fund were transferred to the Fund in a tax free reorganization (the “Reorganization”). The Reorganization occurred at the opening of business on March 24, 2014. As a result of the Reorganization, the Fund assumed the performance and accounting history of the Predecessor Fund prior to the date of the Reorganization. The Fund has the same investment objective and strategies as the Predecessor Fund. The Performance shown for periods prior to March 24, 2014 represents the performance for the Predecessor Fund.

The value of the Fund’s investments in equity securities may fluctuate drastically from day-to-day causing volatility and possible loss of principal. The fund may invest in undervalued securities and is subject to the risk that the securities may not appreciate in value as anticipated.

 

3


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The Fund is non-diversified and invests in a limited number of securities. As a result, the Fund’s investment performance may be more volatile, as it may be more susceptible to risks associated with a single economic, political, or regulatory event than a fund that invests in a greater number of issuers. The Fund may invest in undervalued securities and is subject to the risk that the securities may not appreciate in value as anticipated.

The Fund intends to evaluate performance as compared to that of the Standard & Poor’s 500® Composite Price Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.

 

4


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014 through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of the accompanying 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 your 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges on purchase payments (if any) or redemption fees. Therefore, the second line of the accompanying 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.

 

     Mount Lucas U.S. Focused Equity Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class I

              

Actual

       $1,000.00          $1,050.20          $4.83  

Hypothetical (5% return before expenses)

       1,000.00          1,020.08          4.76  

 

 

*

Expenses are equal to the annualized expense ratio for the six-month period ended April 30, 2015 of 0.95% for Class I shares, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365 to reflect the period. The Fund’s ending account value on the first line in the table is based on the actual six-month total return for the Fund of 5.02% for Class I shares.

 

5


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

 

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

COMMON STOCKS:

    

Energy

     31.0   $ 18,154,557   

Financials

     27.7        16,256,591   

Consumer Discretionary

     18.3        10,697,786   

Industrials

     8.2        4,833,192   

Consumer Staples

     6.0        3,502,526   

Information Technology

     5.6        3,278,419   

Materials

     1.9        1,131,353   

Other Assets in Excess of Liabilities

     1.3        790,681   
  

 

 

   

 

 

 

NET ASSETS

  100.0 $ 58,645,105   
  

 

 

   

 

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

6


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — 98.7%

     

Consumer Discretionary — 18.3%

  

  

Best Buy Co., Inc.

     57,267       $ 1,984,300   

Gannett Co., Inc.

     65,796         2,258,119   

Graham Holdings Co., Class B

     3,122         3,193,587   

Kohl’s Corp.

     36,806         2,637,150   

Marriott International, Inc., Class A

     7,803         624,630   
     

 

 

 
  10,697,786   
     

 

 

 

Consumer Staples — 6.0%

Altria Group, Inc.

  10,673      534,184   

Costco Wholesale Corp.

  3,799      543,447   

CVS Caremark Corp.

  12,428      1,233,976   

Dr. Pepper Snapple Group, Inc.

  8,960      668,237   

Kroger Co. (The)

  7,585      522,682   
     

 

 

 
  3,502,526   
     

 

 

 

Energy — 31.0%

Chesapeake Energy Corp.

  163,358      2,576,156   

Denbury Resources, Inc.

  298,143      2,626,640   

Diamond Offshore Drilling, Inc.

  83,818      2,805,388   

Marathon Petroleum Corp.

  25,510      2,514,521   

Noble Corp. PLC

  87,854      1,520,753   

Tesoro Corp.

  26,409      2,266,684   

Transocean Ltd.

  65,533      1,233,331   

Valero Energy Corp.

  45,889      2,611,084   
     

 

 

 
  18,154,557   
     

 

 

 

Financials — 27.7%

Allstate Corp. (The)

  77,352      5,388,340   

Assurant, Inc.

  34,199      2,101,870   

AvalonBay Communities, Inc. REIT

  3,390      557,113   

Blackhawk Network Holdings, Inc., Class B*

       13   

Essex Property Trust, Inc. REIT

  2,528      561,090   

General Growth Properties, Inc. REIT

  19,590      536,766   

MetLife, Inc.

  44,482      2,281,482   

Torchmark Corp.

  1      28   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

  

Financials — (Continued)

     

Travelers Cos, Inc. (The)

     26,825       $ 2,712,276   

Unum Group

     61,991         2,117,613   
     

 

 

 
  16,256,591   
     

 

 

 

Industrials — 8.2%

Cintas Corp.

  8,458      676,217   

Delta Air Lines, Inc.

  55,503      2,477,654   

General Dynamics Corp.

  4,398      603,933   

Union Pacific Corp.

  5,173      549,528   

Waste Management, Inc.

  10,617      525,860   
     

 

 

 
  4,833,192   
     

 

 

 

Information Technology — 5.6%

  

Amphenol Corp., Class A

  10,562      584,818   

Fiserv, Inc.*

  8,442      655,099   

Xerox Corp.

  177,261      2,038,502   
     

 

 

 
  3,278,419   
     

 

 

 

Materials — 1.9%

Ball Corp.

  8,386      615,616   

Lyondellbasell Industries NV

  4,982      515,737   
     

 

 

 
  1,131,353   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $55,440,026)

  57,854,424   
     

 

 

 

TOTAL INVESTMENTS - 98.7%
        (Cost $55,440,026)

  57,854,424   
     

 

 

 

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.3%

  790,681   
     

 

 

 

NET ASSETS - 100.0%

$ 58,645,105   
     

 

 

 

 

 

*

Non-income producing.

 

PLC

Public Limited Company

REIT

Real Estate Investment Trust

 

 

The accompanying notes are an integral part of the financial statements.

 

7


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

 

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $55,440,026)

$ 57,854,424   

Cash

  591,240   

Receivable for capital shares sold

  246,383   

Dividends and interest receivable

  60,172   

Prepaid expenses and other assets

  23,854   
  

 

 

 

Total assets

  58,776,073   
  

 

 

 

Liabilities

Payable for capital shares redeemed

  53,568   

Payable for audit fees

  23,713   

Payable to Investment Adviser

  14,843   

Payable for administration and accounting fees

  11,156   

Payable to custodian

  10,293   

Payable for transfer agent fees

  6,536   

Payable for investments purchased

  1,460   

Other accrued expenses

  9,399   
  

 

 

 

Total liabilities

  130,968   
  

 

 

 

Net Assets

$ 58,645,105   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

$ 58,570   

Paid-in capital

  54,498,727   

Accumulated net investment income

  242,900   

Accumulated net realized gain from investments

  1,430,510   

Net unrealized appreciation on investments

  2,414,398   
  

 

 

 

Net Assets

$ 58,645,105   
  

 

 

 

Class I:

Net asset value, offering and redemption price per share ($58,645,105 / 5,857,033 shares)

$ 10.01   
  

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

8


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

 

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Dividends

$ 1,322,205   

Interest

  59   
  

 

 

 

Total investment income

  1,322,264   
  

 

 

 

Expenses

Advisory fees (Note 2)

  438,659   

Administration and accounting fees (Note 2)

  79,694   

Audit fees

  37,823   

Transfer agent fees (Note 2)

  35,607   

Legal fees

  31,593   

Custodian fees (Note 2)

  27,736   

Printing and shareholder reporting fees

  26,879   

Registration and filing fees

  20,704   

Trustees’ and officers’ fees (Note 2)

  16,984   

Other expenses

  4,275   
  

 

 

 

Total expenses before waivers

  719,954   
  

 

 

 

Less: waivers (Note 2)

  (164,223
  

 

 

 

Net expenses after waivers

  555,731   
  

 

 

 

Net investment income

  766,533   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

Net realized gain from investments

  6,191,789   

Net change in unrealized appreciation/(depreciation) on investments

  (2,294,826
  

 

 

 

Net realized and unrealized gain on investments

  3,896,963   
  

 

 

 

Net increase in net assets resulting from operations

$ 4,663,496   
  

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

9


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

 

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
For the
Seven Months Ended
April 30, 2014*
For the
Year Ended
September 30, 2013

Increase/(Decrease) in net assets from operations:

     

Net investment income

  $ 766,533     $ 645,017     $ 612,727  

Net realized gain from investments

    6,191,789       7,347,146       5,819,331  

Net change in unrealized appreciation/ (depreciation) on investments

    (2,294,826 )     1,622,739       2,611,774  
   

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

    4,663,496       9,614,902       9,043,832  
   

 

 

     

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

     

Net investment income

     

Class I

    (1,029,379 )     (519,755 )     (426,207 )

Net realized gains

     

Class I

    (12,012,384 )     (5,642,614 )      
   

 

 

     

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

    (13,041,763 )     (6,162,369 )     (426,207 )
   

 

 

     

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

    7,857,054       10,174,004       10,862,417  
   

 

 

     

 

 

     

 

 

 

Total increase/(decrease) in net assets

    (521,213 )     13,626,537       19,480,042  
   

 

 

     

 

 

     

 

 

 

Net assets

     

Beginning of period

    59,166,318       45,539,781       26,059,739  
   

 

 

     

 

 

     

 

 

 

End of period

  $ 58,645,105     $ 59,166,318     $ 45,539,781  
   

 

 

     

 

 

     

 

 

 

Accumulated net investment income, end of period

  $ 242,900     $ 505,746     $ 380,484  
   

 

 

     

 

 

     

 

 

 

 

 

*

The Fund changed its fiscal year end to April 30.

 

 

The accompanying notes are an integral part of the financial statements.

 

10


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

 

Financial Highlights

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    For the
Year Ended
April 30, 2015
  For the
Seven Months

Ended
April 30, 2014(1)
  For the
Year Ended
September 30, 2013
  For the
Year Ended
September 30, 2012
  For the
Year Ended
September 30, 2011
  For the
Year Ended
September 30, 2010

Per Share Operating Performance

                       

Net asset value, beginning of period

    $ 11.92       $ 11.19       $ 8.72       $ 7.09       $ 7.69       $ 6.49  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(2)

      0.15         0.14         0.17         0.12         0.14         0.07  

Net realized and unrealized gain/(loss) on investments

      0.79         2.08         2.43         1.66         (0.81 )       1.19  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

      0.94         2.22         2.60         1.78         (0.67 )       1.26  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                       

Net investment income

      (0.22 )       (0.13 )       (0.13 )       (0.16 )       (0.05 )       (0.07 )

Net realized gains

      (2.63 )       (1.36 )                                
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

      (2.85 )       (1.49 )       (0.13 )       (0.16 )       (0.05 )       (0.07 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

Adviser Contribution

                              0.01         0.12          
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees added to paid-in capital(2)

                                      0.00 (3)       0.01  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

    $ 10.01       $ 11.92       $ 11.19       $ 8.72       $ 7.09       $ 7.69  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(4)

      8.81 %       20.54 %       30.16 %       25.38 %(5)       (7.25 )%(5)       19.60 %

Ratio/Supplemental Data

                       

Net assets, end of period (000’s omitted)

    $ 58,645       $ 59,166       $ 45,540       $ 26,060       $ 17,003       $ 9,588  

Ratio of expenses to average net assets

      0.95 %       0.95 %(6)       0.95 %       0.95 %       0.95 %       0.95 %

Ratio of expenses to average net assets without waivers and expense reimbursements(7)

      1.23 %       1.18 %(6)       1.25 %       1.74 %       1.74 %       3.39 %

Ratio of net investment income to average net assets

      1.31 %       2.09 %(6)       1.70 %       1.50 %       1.68 %       0.95 %

Portfolio turnover rate

      102.75 %       53.87 %(8)       103.55 %       118.67 %       102.57 %       120.20 %

 

(1) 

The Fund changed its fiscal year end to April 30.

(2) 

Calculated based on the average number of shares outstanding during the period.

(3)

Amount is less than $0.005 per share.

(4) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized.

(5) 

Absent a capital contribution between the Predecessor Fund and the investment adviser to the Predecessor Fund, total returns would have been 25.23% and (8.82)% for the years ended September 30, 2012 and 2011, respectively.

(6) 

Annualized.

(7) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(8) 

Not annualized.

 

 

The accompanying notes are an integral part of the financial statements.

 

11


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

 

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Mount Lucas U.S. Focused Equity Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class I and Class II. As of April 30, 2015, Class II Shares have not been issued.

Immediately prior to the opening of business on March 24, 2014, the Fund, a series of the Trust, acquired substantially all of the assets and liabilities of the Mount Lucas U.S. Focused Equity Fund, a series of Scotia Institutional Funds (the “Predecessor Fund”) pursuant to an Agreement and Plan of Reorganization. As a result of the reorganization, the Fund is the accounting successor to the Predecessor Fund. See Note 6 for additional information on the reorganization.

The fiscal year end of the Predecessor Fund was September 30. As part of the Trust, the Fund changed its fiscal year end to April 30 to reflect the fiscal year end of the other series of the Trust.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

  Level 1 —

quoted prices in active markets for identical securities;

  Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

  Level 3 —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

12


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total Value at
04/30/15
     Level 1
Quoted

Price
     Level 2
Other Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks*

   $ 57,854,424       $ 57,854,424       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* Please refer to Portfolio of Investments for details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the twelve months ended April 30, 2015 there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investment. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund.

 

13


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carry forwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, (the “Code”) and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Affiliates and Related Parties

Mount Lucas Management LP (“Mount Lucas” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is entitled to an investment advisory fee of 0.75% (on an annualized basis), which is calculated daily and paid monthly based on the average daily net assets of the Fund.

Prior to March 24, 2014, Scotia Institutional Investments US, LP (the “Former Adviser”) served as the investment adviser to the Predecessor Fund, and was entitled to the same investment advisory fee as listed above. Prior to March 24, 2014, the Former Adviser had a sub-advisory agreement with Mount Lucas. The Former Adviser, not the Predecessor Fund, paid a sub-advisory fee to Mount Lucas. Effective immediately prior to the opening of business on March 24, 2014, Mount Lucas became the investment adviser to the Fund.

The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 0.95% (on an annual basis) of the Fund’s average daily net assets of Class I Shares (the “Expense Limitation”). The Expense Limitation shall remain in effect until August 31, 2015, unless the Board of Trustees of the Trust approves its earlier termination. Prior to March 24, 2014, the Former Adviser contractually agreed to waive class level expenses and fund level expenses, to the extent necessary to limit the total annual operating expenses from exceeding 0.95% for the Class I Shares average daily net assets.

 

14


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. As of April 30, 2015, the amount of potential recovery was as follows:

 

Expiration

April 30, 2017

  

April 30, 2018

$22,635

   $164,223

For the year ended April 30, 2015, the Adviser earned advisory fees of $438,659 and waived fees of $164,223.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund pursuant to an underwriting agreement between the Trust and the Underwriter.

The Trustees of the Trust who are not officers or employees of an investment adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $5,666. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 59,844,235       $ 64,450,250   

 

15


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Capital Share Transactions

For the year ended April 30, 2015 and the seven months ended April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Year Ended
April 30, 2015
    For the Seven Months Ended
April 30, 2014
    For the Year Ended
September 30, 2013
 
     Shares     Value     Shares     Value     Shares     Value  

Class I*

            

Sales

     1,133,300      $ 12,139,727        761,691      $ 8,856,951        1,433,027      $ 14,406,796   

Reinvestments

     1,331,058        12,831,397        537,560        6,048,236        47,058        422,109   

Redemptions

     (1,572,859     (17,114,070     (404,029     (4,731,183     (396,605     (3,966,488
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

  891,499    $ 7,857,054      895,222    $ 10,174,004      1,083,480    $ 10,862,417   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

Information for period prior to March 24, 2014 - pertains to the Class I Shares of the Predecessor Fund.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired. In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, the Fund had no reclassifications.

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $2,459,636 of ordinary income dividends and $10,582,127 of long-term capital gains dividends. For the period ended April 30, 2014, the tax character of distributions paid by the Fund was $1,963,279 of ordinary income dividends and $4,199,090 of long-term capital gains dividends. For the year ended September 30, 2013, the tax character of distributions paid by the Fund was $426,207 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss

Carryforward

 

Undistributed
Ordinary Income

  

Undistributed

Long-Term Gain

  

Unrealized
Appreciation

 

Other Book/Tax
Differences

$ —

  $747,026    $1,175,596    $2,169,118   $(3,932)

The differences between the book and tax basis unrealized depreciation are attributable primarily to the tax deferral of losses on wash sales. Other book/tax differences are attributed to the treatment of organizational and start-up costs.

 

16


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

            
 

Federal tax cost

   $ 55,685,306   
    

 

 

 

Gross unrealized appreciation

$ 4,761,630   

Gross unrealized depreciation

  (2,592,512
    

 

 

 

Net unrealized appreciation

$ 2,169,118   
    

 

 

 

Accumulated capital losses represent net capital loss carry forwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund did not have any capital loss carryforwards.

6. Reorganization

On March 7, 2014, at a special meeting, shareholders of Mount Lucas U.S. Focused Equity Fund, a series of Scotia Institutional Funds, (“Acquired Fund”) approved an Agreement and Plan of Reorganization pursuant to which the assets and identified liabilities of the Acquired Fund were transferred into Class I Shares of the Mount Lucas U.S. Focused Equity Fund of the Trust (“Acquiring Fund”) as noted below. The consummation of the reorganization took place immediately prior to the opening of business on March 24, 2014 in a tax-free exchange of shares.

 

                    Mount Lucas

(series of Scotia Institutional Funds)

  

Acquiring Fund

(series of FundVantage Trust)

   Net Assets      Shares
Outstanding
      

Mount Lucas U.S. Focused Equity

Fund Class I

   Mount Lucas U.S. Focused Equity Fund Class I    $ 57,966,637         4,923,325      

7. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

17


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of FundVantage Trust and

Shareholders of the Mount Lucas U.S. Focused Equity Fund

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the Mount Lucas U.S. Focused Equity Fund (one of the series constituting FundVantage Trust) (the “Fund”) as of April 30, 2015, and the related statement of operations for the year then ended and the statements of changes in net assets and financial highlights for the year then ended and the period from October 1, 2013 to April 30, 2014. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statement of changes in net assets and financial highlights for each of the period presented through September 30, 2013 were audited by other auditors whose report dated November 25, 2013, expressed an unqualified opinion on those financial statements and financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2015, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Mount Lucas U.S. Focused Equity Fund (one of the series constituting FundVantage Trust) at April 30, 2015, the results of its operations for the year then ended and the changes in its net assets and its financial highlights for the year then ended and the period from October 1, 2013 to April 30, 2014, in conformity with U.S. generally accepted accounting principles.

 

 

LOGO

Philadelphia, Pennsylvania

June 26, 2015

 

18


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the year ended April 30, 2015, the Fund paid $2,459,636 of ordinary income dividends and $10,582,127 of long-term capital gain dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 63.82% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 57.99%.

The Fund designates 39.63% of the ordinary income distributions as qualified short-term gain pursuant to the American Jobs Creation Act of 2004.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

19


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (844) 261-6483 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

20


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Privacy Notice

(Unaudited)

 

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (844) 261-6483.

 

21


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Fund Management

(Unaudited)

 

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (844) 261-6483.

 

Name  

and Date of Birth  

 

 

Position(s) Held 

with Trust 

 

 

Term of Office

and Length of

Time Served

 

 

Principal Occupation(s)  

During Past Five Years  

 

 

 

Number of 
Funds in 
Trust Complex 
Overseen by 
Trustee 

 

 

Other
Directorships
Held by Trustee

 

 

INDEPENDENT TRUSTEES

 

           

ROBERT J. CHRISTIAN

Date of Birth: 2/49

  Trustee and Chairman of the Board  

Shall serve until death, resignation or removal.

Trustee and Chairman since 2007.

 

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

  38   Optimum Fund Trust (registered investment company) (6 portfolios).
           

IQBAL MANSUR

Date of Birth: 6/55

  Trustee  

Shall serve until death, resignation or removal.

Trustee since 2007.

 

  University Professor, Widener University.   38   None.
           

DONALD J. PUGLISI

Date of Birth: 8/45

  Trustee  

Shall serve until death, resignation or removal.

Trustee since 2008.

 

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

  38   None.
           

STEPHEN M. WYNNE

Date of Birth: 1/55

  Trustee   Shall serve until death, resignation or removal. Trustee since 2009.   Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing 2003 to 2008.   38  

Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

 

22


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Fund Management (Continued)

(Unaudited)

 

 

Name  

and Date of Birth  

 

 

Position(s) Held 

with Trust 

 

 

Term of Office

and Length of

Time Served

 

 

Principal Occupation(s)  

During Past Five Years  

 

 

 

Number of 
Funds in 
Trust Complex 
Overseen by 
Trustee 

 

 

Other
Directorships
Held by Trustee

 

 

INTERESTED TRUSTEE1

 

 

NANCY B. WOLCOTT         Date of Birth: 11/54

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2011.

 

 

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

 

 

38

 

 

None.

1 Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

23


MOUNT LUCAS U.S. FOCUSED EQUITY FUND

Fund Management (Concluded)

(Unaudited)

 

 

Name

and Date of Birth

 

 

Position(s) Held

with Trust

 

 

 

Term of Office

and Length of

Time Served

 

 

Principal Occupation(s)

During Past Five Years

 

 

EXECUTIVE OFFICERS

 

       

JOEL L. WEISS

Date of Birth: 1/63

  President and Chief Executive Officer  

Shall serve until death, resignation or removal. Officer since 2007.

 

 

Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

 

       

JAMES G. SHAW

Date of Birth: 10/60

  Treasurer and Chief Financial Officer  

Shall serve until death, resignation or removal. Officer since 2007.

 

  Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.
       

VINCENZO A. SCARDUZIO  

Date of Birth: 4/72

  Secretary  

Shall serve until death, resignation or removal. Officer since 2012.

 

 

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

       

DAVID C. LEBISKY

Date of Birth: 5/72

  Chief Compliance Officer   Shall serve until death, resignation or removal. Officer since 2015.  

Senior Consultant, Freech Group International Solutions, LLC(a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

 

24


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

Mount Lucas Management LP

405 South State Street

Newtown, PA 18940

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Pacific Capital Tax-Free Short Intermediate Securities Fund

Annual Investment Adviser’s Report

April 30, 2015 (Unaudited)

 

Dear Shareholder:

U.S. Economy

The U.S. economy enjoyed solid results in 2014 compared to other developed economies – China’s economy showed signs of slowing, the euro zone struggled, while Japan’s economy actually slid back into recession in the third quarter. The domestic labor market continued to show progress adding 2.95 million jobs for the year, ending with an unemployment rate of 5.6% compared to 6.7% at the beginning of the year. However, slow wage growth, combined with the fall in energy costs, have kept inflation below the Fed’s 2% target. Fortunately, since the end of 2004, the PCE Index shows core prices increasing at a 1.7% annual rate, suggesting the absence of deflationary risk. Fed officials have indicated that they will look past the “transitory” effects of cheaper oil and that they could begin raising short-term interest rates as long as inflation is expected to move toward the Fed’s 2% goal.

The U.S. economy has positive momentum heading into 2015 with consensus expectations forecasting 3.0% growth for the year. Economic growth surpassed expectation in the 2nd and 3rd quarter of 2014, growing by an annualized rate of 4.8%, the strongest two-quarter change since the 4th quarter of 2008. For 2014, the U.S. economy grew 2.4%, the most in four years, following a 2.2% advance in 2013. If domestic employment continues to improve while inflation remains low, momentum should continue into 2015. Risks to the growth outlook exist in the form of the challenging global backdrop, stronger dollar and geopolitical tensions.

Hawaii Economy

The visitor industry posted another record year in 2014. After a slow start but a strong 4th quarter, visitor arrivals for the year were above 8.1 million, with expenditures over $14.7 billion. Visitor spending again reached record levels, but when adjusting for inflation remained below the 1989 peak. Hotel occupancy rates are near historic highs and room rates having surged 50% since the depth of the recession.

The local construction industry remains mixed. 2014 saw a surge in non-residential permitting, but there was a dramatic slowdown in permits for residential building (large scale projects can be built more efficiently than single family homes).

Heading into 2015 with just a 4% unemployment rate, the marginal gains in tourism will be offset by steady labor market improvements and moderate income growth. While the Japanese and European economies struggle, visitor arrivals from other international locations and mainland U.S. are expected to increase, as decreased oil costs keep airfare affordable. New flights introduced from the Midwest to Honolulu and West Coast to the Big Island, as well as new inter-island flights to Molokai, will provide opportunities for visitors to explore attractions across the State. Additionally, lower oil prices free up purchasing power for consumers that would otherwise be used on transportation and energy costs for state residents. A potential headwind would be if a substantial cut in active duty military occurs but that process, if implemented, is expected to take several years.

Municipal Market and Fund Performance

The year over year changes in the municipal curve as of April 30, 2015 had the short end of the yield curve increasing 26 bps from 0.32% to 0.58%, while 30 year municipal rates declined 97 bps from 4.09% to 3.12%. The flattening

 

1


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Pacific Capital Tax-Free Short Intermediate Securities Fund

Annual Investment Adviser’s Report (Concluded)

April 30, 2015 (Unaudited)

 

of the curve had the short end rising, while the long end fell, essentially back to the level as of April 2013. Short rates rose due to market expectations of a possible Fed rate increase. On the longer end, municipal rates decreased due to the positive but slow performance in the domestic economy, mild inflation expectations, slower global growth and strong U.S. dollar. While issuers continue to refund existing debt, investor demand remains strong. Municipal bonds still remain attractive relative to U.S. Treasury and government agency securities.

The Pacific Capital Tax-Free Short Intermediate Securities Fund had a total return of 1.23% for the year ending April 30, 2015. The Pacific Capital Tax-Free Securities Fund had a total return of 3.87% for the same period. Total return reflects the market fluctuation of the share price as well as reinvested dividends. Gross of Fee returns were 1.54% for the Pacific Capital Tax-Free Short Intermediate Fund and 4.03% for the Pacific Capital Tax-Free Securities Fund. The Barclays Capital Hawaii 3-Year Municipal Bond Index had a total return of 0.83% for the year ending April 30, 2015 and the Barclays Capital Hawaii Municipal Bond Index had a total return of 4.46% for the same period.

Outlook and Strategy

The beginning of 2015 brought improving but mixed economic data. Slow improvements in the European economy have kept demand very strong for domestic bonds. Municipal bond mutual funds experienced inflows and while there have been high amounts of issuance, nearly 50% of deals were refunding. Issuers are looking to lock in historical low yields, while investors seek attractive tax-equivalent yields. We are currently shorter in duration than the respective benchmark for the Tax-Free Short Intermediate Fund and Tax-Free Securities Fund and will seek opportunities to reinvest maturities into a potentially higher yield curve.

In managing the Pacific Capital Tax-Free Short Intermediate Securities Fund and the Tax-Free Securities Fund, we keep in mind each fund’s goal of seeking high current income that is exempt from federal and Hawaii income tax. In the year going forward, we will look for appropriate opportunities in this low rate environment that provide a reasonable risk/return balance.

AMG’s comments reflect the investment advisor’s views generally regarding the market and economy and are compiled from AMG’s research. These comments reflect opinions as of the date written and are subject to change.

 

2


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Annual Report

Performance Data

April 30, 2015 (Unaudited)

 

Credit Quality as of April 30, 2015

(as a percentage of total investments)

 

LOGO

 

Credit quality ratings are primarily sourced from Moody’s but in the event that Moody’s has not assigned a rating, the Fund will use S&P or Fitch. If these ratings are in conflict, S&P will be used before Fitch. If none of the major rating agencies have assigned a rating, the Fund will assign a rating of NR (non-rated security). The ratings represent their (Moody’s, S&P, and Fitch) opinions as to the quality of the underlying securities in the fund, and not the fund itself. The ratings range from AAA (extremely strong capacity to meet financial commitment) to D (in default). Ratings are relative and subjective and are not absolute standards of quality. A pre-refunded bond is secured by an escrow fund of U.S. government obligations (i.e. Treasury securities) and assumes the superior credit rating of the government obligation. The ratings do not predict performance and are subject to change.

    

Investment Style

 

High-quality, intermediate-term, tax-exempt

 

Investment Objective

 

The Pacific Capital Tax-Free Securities Fund (the “Fund”) seeks high current income that is exempt from federal and Hawaii income tax by normally investing at least 80% of its net assets in investment grade municipal obligations. The Fund normally invests greater than 50% of its assets in Hawaii municipal obligations — debt securities issued by or on behalf of the State of Hawaii and its political subdivisions, agencies and instrumentalities that pay interest which is exempt from Hawaii income tax as well as federal income tax.

 

Investment Considerations

 

Income received from the Fund may be subject to certain state and local taxes and, depending on one’s tax status, to the federal alternative minimum tax. Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss. Generally, bond prices and values fall when interest rates rise, and vice versa. The longer the average maturity of the Fund’s portfolio, the greater the fluctuation in value. Since the Fund invests significantly in securities of issuers in Hawaii, it will also be affected by a variety of Hawaii’s economic and political factors. The values of any of the Fund’s investments may also decline in response to events affecting the issuer or its credit rating.

 

Investment Process

 

    

 

Top-down macroeconomic analysis of interest rate trends

    

 

 

 

Bottom-up credit research to identify high quality bonds

    

 

Investment Management

 

Advised by Asset Management Group of Bank of Hawaii (“AMG”)

 

    

 

As of April 30, 2015, AMG manages $1.1 billion in mutual fund assets. In addition, AMG personnel also manage approximately $1.8 billion in assets on behalf of Bank of Hawaii clients.

 

 

3


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Annual Report

Performance Data

April 30, 2015 (Unaudited)

 

What were the major factors in the market that influenced the Fund’s performance versus the benchmark?

For the one year period ending April 30, 2015 the Fund returned 3.87%; the Barclays Capital Hawaii Municipal Bond Index returned 4.46%. After a strong 2014, the municipal sector has been mixed calendar year 2015 to date, with yields falling through January, but backing up through March. The Fund’s position of higher quality bonds and slightly shorter duration held back performance slightly, but is in line with our longer term view on municipal yields.

What major changes have occurred in the portfolio during the period covered by the report?

We looked to mitigate taxable distributions while maintaining the duration and credit quality of the portfolio. We do not expect a sudden rise in rates, but are mindful of a rate reversal on improving U.S. economy and Fed action.

What is your outlook for the Fund?

Despite recent market performance, there is still uncertainty about the date and speed of Fed rate increases. In the year going forward, we will look for appropriate opportunities in this low rate environment that provide a reasonable risk/return balance while seeking high current income that is exempt from federal and Hawaii income tax.

 

4


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Annual Report

Performance Data

April 30, 2015 (Unaudited)

 

Comparison of Change in Value of $10,000 Investment in the Pacific Capital Tax-Free Securities

Fund Class Y vs. the Barclays Capital Hawaii Municipal Bond Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015
   1 Year    3 Year    5 Year    10 Year     

Class Y

  3.87%      2.77%      4.00%      3.69%     

Barclays Capital Hawaii

 

Municipal Bond Index

  4.46%      3.16%      4.40%      4.49%     

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. To obtain performance information current to the most recent month end, please call (888) 678-6034.

The Fund’s total annual gross and net operating expense ratio for Class Y Shares, as disclosed in the Fund’s prospectus dated September 1, 2014, are 0.31% and 0.11%, respectively, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered in this report. The Adviser has contractually agreed to waive its advisory fees until August 31, 2015. The waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees of FundVantage Trust (the “Trust”). Additional information pertaining to the Fund’s expense ratio for the year ended April 30, 2015 can be found in the financial highlights.

Before the Fund commenced operations, all of the assets of the Tax-Free Securities Fund, a series of Pacific Capital Funds (the “Predecessor Fund”), were transferred to the Fund in a tax-free reorganization (the “Reorganization”). Performance presented prior to June 28, 2010 reflects the performance of the Predecessor Fund.

 

5


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Annual Report

Performance Data (Concluded)

April 30, 2015 (Unaudited)

 

Total returns reflect the waiver of advisory fees. Had these waivers not been in effect, performance quoted would have been lower.

The performance of the Fund is measured against the Barclays Capital Hawaii Municipal Bond Index, a rules-based, market-value weighted index engineered for the long-term tax-exempt Hawaii bond market. The index has four main sectors: general obligation bonds, revenue bonds, insured bonds and prerefunded bonds. The index is unmanaged and does not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index.

The Fund is distributed by Foreside Funds Distributors LLC. The Asset Management Group of Bank of Hawaii is the investment adviser to the Fund and receives a fee for its services.

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.

 

6


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Annual Report

Performance Data

April 30, 2015 (Unaudited)

 

Credit Quality as of April 30, 2015

(as a percentage of total investments)

 

LOGO

 

Credit quality ratings are primarily sourced from Moody’s but in the event that Moody’s has not assigned a rating, the Fund will use S&P or Fitch. If these ratings are in conflict, S&P will be used before Fitch. If none of the major rating agencies have assigned a rating, the Fund will assign a rating of NR (non-rated security). The ratings represent their (Moody’s, S&P, and Fitch) opinions as to the quality of the underlying securities in the fund, and not the fund itself. The ratings range from AAA (extremely strong capacity to meet financial commitment) to D (in default). Ratings are relative and subjective and are not absolute standards of quality. A pre-refunded bond is secured by an escrow fund of U.S. government obligations (i.e. Treasury securities) and assumes the superior credit rating of the government obligation. The ratings do not predict performance and are subject to change.

Investment Style

 

High-quality, short-intermediate term, tax-exempt

 

Investment Objective

 

The Pacific Capital Tax-Free Short Intermediate Securities Fund (the “Fund”) seeks high current income that is exempt from federal and Hawaii income tax by normally investing at least 80% of its net assets in investment grade municipal obligations. The Fund normally invests greater than 50% of its assets in Hawaii municipal obligations — debt securities issued by or on behalf of the State of Hawaii and its political subdivisions, agencies and instrumentalities that pay interest which is exempt from Hawaii income tax as well as federal income tax. The Fund seeks to provide greater price stability than a long-term bond fund.

 

Investment Considerations

 

Income received from the Fund may be subject to certain state and local taxes and, depending on one’s tax status, to the federal alternative minimum tax. Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss. Generally, bond prices and values fall when interest rates rise, and vice versa. Intermediate term, higher-quality bonds generally offer less risk than longer-term bonds and a lower rate of return. Since the Fund invests significantly in securities of issuers in Hawaii, it will also be affected by a variety of Hawaii’s economic and political factors. The values of any of the Fund’s investments may also decline in response to events affecting the issuer or its credit rating.

 

Investment Process

 

 

Top-down macroeconomic analysis of interest rate trends

 

 

Bottom-up credit research to identify high quality bonds

 

Investment Management

 

Advised by Asset Management Group of Bank of Hawaii (“AMG”)

 

 

As of April 30, 2015, AMG manages $1.1 billion in mutual fund assets. In addition, AMG personnel also manage approximately $1.8 billion in assets on behalf of Bank of Hawaii clients.

 

 

7


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Annual Report

Performance Data (Continued)

April 30, 2015 (Unaudited)

 

What were the major factors in the market that influenced the Fund’s performance versus the benchmark?

For the one year period ending April 30, 2015, the Fund returned 1.23%; the Barclays Capital Hawaii 3-Year Municipal Bond Index returned 0.83%. After a strong 2014, the municipal sector has been mixed calendar year 2015 to date, with yields falling through January, but backing up through March. Although the Fund consists of higher quality bonds, it’s slightly longer duration (allocation to intermediate bonds) helped performance for the year.

What major changes have occurred in the portfolio during the period covered by the report?

We looked to maintain the duration and purchase bonds with a reasonable risk return balance.

What is your outlook for the Fund?

Despite recent market performance, there is still uncertainty about the date and speed of Fed rate increases. In the year going forward, we will look for appropriate opportunities in this low rate environment that provide a reasonable risk/return balance while seeking high current income that is exempt from federal and Hawaii income tax.

 

8


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Annual Report

Performance Data (Continued)

April 30, 2015 (Unaudited)

 

Comparison of Change in Value of $10,000 Investment in the Pacific Capital Tax-Free Short Intermediate Securities

Fund Class Y vs. the Barclays Capital Hawaii 3-Year Municipal Bond Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015     
   1 Year    3 Year    5 Year    10 Year     

Class Y

  1.23%      0.84%      1.26%      2.05%     

Barclays Capital Hawaii

 

3-Year Municipal Bond Index

  0.83%      1.12%      1.61%      2.89%     

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. To obtain performance information current to the most recent month end, please call (888) 678-6034.

The Fund’s total annual gross and net operating expense ratio for Class Y Shares, as disclosed in the Fund’s prospectus dated September 1, 2014, are 0.40% and 0.20%, respectively, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered in this report. The Adviser has contractually agreed to waive its advisory fees until August 31, 2015. The waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees of FundVantage Trust (the “Trust”). Additional information pertaining to the Fund’s expense ratio for the year ended April 30, 2015 can be found in the financial highlights.

Before the Fund commenced operations, all of the assets of the Tax-Free Short Intermediate Securities Fund, a series of Pacific Capital Funds (the “Predecessor Fund”), were transferred to the Fund in a tax-free reorganization (the “Reorganization”). Performance presented prior to June 28, 2010 reflects the performance of the Predecessor Fund.

 

9


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Annual Report

Performance Data (Concluded)

April 30, 2015 (Unaudited)

 

Total returns reflect the waiver of advisory fees. Had these waivers not been in effect, performance quoted would have been lower.

The performance of the Fund is measured against the Barclays Capital Hawaii 3-Year Municipal Bond Index, which is the 2-4 year component of the Barclays Capital Hawaii Municipal Bond Index and is a rules-based, market-value weighted index engineered for the Hawaii tax-exempt bond market. The index has four main sectors: general obligation bonds, revenue bonds, insured bonds, and prerefunded bonds. The index is unmanaged and does not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index.

The Fund is distributed by Foreside Funds Distributors LLC. The Asset Management Group of Bank of Hawaii is the investment adviser to the Fund and receives a fee for its services.

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.

 

10


PACIFIC CAPITAL FUNDS

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014 and held for the entire period through April 30, 2015.

Actual Expenses

The first line for each Fund in the accompanying 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 of the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line for each Fund in the accompanying table provides information about hypothetical account values and hypothetical expenses based on each 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 these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, 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.

 

11


PACIFIC CAPITAL FUNDS

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

          Beginning
Account Value
November 1, 2014
   Ending
Account Value
April 30, 2015
   Expenses Paid
During Period*
   Expense Ratio
During Period**

Pacific Capital Tax-Free Securities Fund

                        

Actual Fund Return

       Class Y          $1,000.00          $1,006.10          $0.60          0.12 %

Hypothetical Fund Return (5% return before expenses)

       Class Y          1,000.00          1,024.20          0.60          0.12 %

Pacific Capital Tax-Free Short Intermediate Securities Fund

                        

Actual Fund Return

       Class Y          $1,000.00          $1,002.10          $0.65          0.13 %

Hypothetical Fund Return (5% return before expenses)

       Class Y          1,000.00          1,024.15          0.65          0.13 %

 

 

*

Expenses are equal to the average account value times a Fund’s annualized expense ratio multiplied by the number of days in the most recent fiscal half-year (181) divided by the number of days in the fiscal year (365). The Funds’ ending account values on the first line in each table are based on the actual six month total returns of 0.61% for the Pacific Capital Tax-Free Securities Fund and 0.21% for the Pacific Capital Tax-Free Short Intermediate Securities Fund.

 

**

Annualized.

 

12


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments

April 30, 2015

 

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — 96.9%

  

Arizona — 2.9%

     

Phoenix Civic Improvement Corp., Civic Plaza, Convertible CAB, Series B,
5.50%, 07/01/31,
(NATL-RE, FGIC Insured)

     5,000,000             6,197,650   

California — 1.5%

     

Norwalk-La Mirada Unified School District GO, CAB, Series B,
0.00%, 08/01/27,
(AGM-CR, FGIC Insured)

     5,000,000             3,199,950   

Florida — 0.9%

     

Orlando Utilities Commission, Water and Electric Revenue, Series D, ETM,
6.75%, 10/01/17

     1,790,000             1,941,309   

Georgia — 1.2%

     

Municipal Electric Authority Power Revenue, Series W, Unrefunded Portion,
6.60%, 01/01/18,
(NATL-RE, IBC, BNYM Insured)

     2,455,000             2,619,681   

Hawaii — 80.4%

     

County of Kauai GO, Series A,
5.00%, 08/01/22

     315,000         380,740   

County of Kauai GO, Series A, Callable 08/01/21 at 100,
3.25%, 08/01/23

     1,000,000         1,054,900   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

     

County of Kauai GO, Series A, Prerefunded 08/01/15 at 100,
5.00%, 08/01/23,
(NATL-RE, FGIC Insured)

     600,000         607,008   

County of Kauai GO, Series A, Callable 08/01/22 at 100,
3.13%, 08/01/27

     1,295,000         1,329,214   

Hawaii County GO, Series A,
5.25%, 07/15/17

     500,000         548,530   

Hawaii County GO, Series A, Callable 07/15/18 at 100,
6.00%, 07/15/26

     1,655,000         1,902,075   

Hawaii County GO, Series A, Callable 03/01/20 at 100,
4.00%, 03/01/28

     2,470,000         2,653,546   

Hawaii County GO, Series A, Callable 09/01/22 at 100,
5.00%, 09/01/29

     500,000         579,885   

Hawaii Housing Finance & Development Corp., Multi-Family Housing, Iwilei Apartments, Series A, Callable 07/01/22 at 100,
3.75%, 01/01/31, (FHLMC Insured)

     3,460,000         3,533,144   

Hawaii Housing Finance & Development Corp., Series B, Callable 07/01/21 at 100,
3.88%, 07/01/25,
(GNMA/FNMA Insured)

     3,890,000         4,163,467   
 

 

The accompanying notes are an integral part of the financial statements.

 

13


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

     

Hawaii State Airports System Revenue, Series A, Callable 07/01/20 at 100,
5.00%, 07/01/22

     1,350,000         1,572,615   

Hawaii State Airports System Revenue, AMT, Callable 07/01/21 at 100,
5.00%, 07/01/23

     3,500,000         3,998,365   

Hawaii State Airports System Revenue, Series A, Callable 07/01/20 at 100,
5.25%, 07/01/28

     1,000,000         1,160,560   

Hawaii State Airports System Revenue, Series A, Callable 07/01/20 at 100,
5.25%, 07/01/29

     2,000,000         2,314,740   

Hawaii State Department of Budget & Finance Revenue, Hawaii Pacific Health Obligation,
4.00%, 07/01/23

     500,000         552,290   

Hawaii State Department of Budget & Finance Revenue, Hawaii Pacific Health Obligation, Callable 07/01/23 at 100,
5.00%, 07/01/26

     500,000         577,720   

Hawaii State Department of Budget & Finance, Series A, Queens Health System, Callable 07/01/25 at 100,
5.00%, 07/01/35

     2,000,000         2,282,560   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

     

Hawaii State Department of Budget & Finance, Special Purpose Revenue, Kahala Nui, Callable 11/15/22 at 100,
5.00%, 11/15/27

     1,390,000         1,560,136   

Hawaii State Department of Budget & Finance, Special Purpose Revenue, Kahala Nui, Callable 11/15/22 at 100,
5.13%, 11/15/32

     550,000         601,078   

Hawaii State Department of Hawaiian Home Lands Revenue,
5.00%, 04/01/16

     500,000         519,185   

Hawaii State Department of Hawaiian Home Lands Revenue,
5.00%, 04/01/18

     775,000         835,055   

Hawaii State GO, Series DI, Prerefunded 03/01/16 at 100,
5.00%, 03/01/16, (AGM Insured)

     445,000         462,350   

Hawaii State GO, Series DI, Unrefunded portion, Callable 03/01/26 at 100,
5.00%, 03/01/26, (AGM Insured)

     555,000         576,168   

Hawaii State GO, Series DJ, Unrefunded portion, Callable 04/01/17 at 100,
5.00%, 04/01/19, (AMBAC Insured)

     890,000         965,321   
 

 

The accompanying notes are an integral part of the financial statements.

 

14


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

     

Hawaii State GO, Series DJ, Prerefunded 04/01/17 at 100,
5.00%, 04/01/19, (AMBAC Insured)

     110,000         119,200   

Hawaii State GO, Series DJ, Prerefunded 04/01/17 at 100,
5.00%, 04/01/17, (AMBAC Insured)

     885,000         959,021   

Hawaii State GO, Series DJ, Unrefunded portion, Callable 04/01/17 at 100,
5.00%, 04/01/22, (AMBAC Insured)

     140,000         151,319   

Hawaii State GO, Series DK,
5.00%, 05/01/17

     4,000,000         4,343,280   

Hawaii State GO, Series DK, Callable 05/01/18 at 100,
5.00%, 05/01/28

     3,000,000         3,320,640   

Hawaii State GO, Series DK, Prerefunded 05/01/18 at 100,
5.00%, 05/01/18

     2,390,000         2,672,307   

Hawaii State GO, Series DK, Unrefunded portion, Callable 05/01/18 at 100,
5.00%, 05/01/23

     785,000         875,016   

Hawaii State GO, Series DN,
5.00%, 08/01/15

     1,000,000         1,011,630   

Hawaii State GO, Series DT,
5.00%, 11/01/15

     1,500,000         1,535,235   

Hawaii State GO, Series DT,
5.00%, 11/01/16

     1,900,000         2,027,851   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

     

Hawaii State GO, Series DT,
5.00%, 11/01/19

     3,000,000         3,481,050   

Hawaii State GO, Series DZ, Callable 12/01/21 at 100,
5.00%, 12/01/27

     4,500,000         5,327,460   

Hawaii State GO, Series DZ, Callable 12/01/21 at 100,
5.00%, 12/01/29

     2,000,000         2,352,940   

Hawaii State GO, Series DZ, Callable 12/01/21 at 100,
5.00%, 12/01/30

     3,000,000         3,517,350   

Hawaii State GO, Series DZ, Callable 12/01/21 at 100,
5.00%, 12/01/31

     2,800,000         3,271,660   

Hawaii State GO, Series EE, Callable 11/01/22 at 100,
5.00%, 11/01/27

     745,000         880,970   

Hawaii State GO, Series EE, Callable 11/01/22 at 100,
5.00%, 11/01/29

     3,000,000         3,504,870   

Hawaii State GO, Series EH, Callable 08/01/23 at 100,
5.00%, 08/01/24

     1,000,000         1,209,070   

Hawaii State GO, Series EL,
5.00%, 08/01/23

     1,000,000         1,221,710   

Hawaii State GO, Series EO, Callable 08/01/24 at 100,
5.00%, 08/01/29

     3,000,000         3,547,290   

Hawaii State GO, Series EP,
5.00%, 08/01/24

     1,000,000         1,230,090   

Hawaii State Harbor System Revenue, Series A,
5.00%, 07/01/17

     185,000         201,030   
 

 

The accompanying notes are an integral part of the financial statements.

 

15


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Hawaii State Harbor System Revenue, Series A, Callable 07/01/20 at 100,
4.75%, 07/01/24

     220,000         247,766   

Hawaii State Harbor System Revenue, Series A, Callable 07/01/20 at 100,
5.63%, 07/01/40

     3,000,000         3,483,810   

Hawaii State Harbor System Revenue, Series A, AMT,
5.25%, 07/01/16, (AGM Insured)

     1,105,000         1,163,808   

Hawaii State Highway Revenue, Series A,
5.00%, 01/01/21, (BAM Insured)

     500,000         591,860   

Hawaii State Highway Revenue, Series A, Callable 01/01/22 at 100,
5.00%, 01/01/27

     5,490,000         6,355,718   

Hawaii State Highway Revenue, Series A, Callable 01/01/22 at 100,
5.00%, 01/01/28

     1,120,000         1,283,274   

Hawaii State Highway Revenue, Series B,
4.00%, 01/01/18, (BAM Insured)

     750,000         809,220   

Honolulu City & County Board of Water Supply System Revenue, Series A, Callable 07/01/16 at 100,
4.50%, 07/01/23,
(NATL-RE Insured)

     1,500,000         1,572,615   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Honolulu City & County Board of Water Supply System Revenue, Series A, Callable 07/01/22 at 100,
5.00%, 07/01/26

     3,125,000         3,680,938   

Honolulu City & County Board of Water Supply System Revenue, Series B, AMT, Callable 07/01/16 at 100,
5.25%, 07/01/17,
(NATL-RE Insured)

     1,300,000         1,371,058   

Honolulu City & County Board of Water Supply, System Revenue, Series A, Callable 07/01/24 at 100,
5.00%, 07/01/25

     1,500,000         1,827,060   

Honolulu City & County GO, Series A,
5.00%, 11/01/18

     1,015,000         1,149,376   

Honolulu City & County GO, Series A, Callable 07/01/15 at 100,
5.00%, 07/01/19,
(NATL-RE Insured)

     6,250,000         6,298,000   

Honolulu City & County GO, Series A,
5.00%, 10/01/19

     1,000,000         1,156,060   

Honolulu City & County GO, Series A, Callable 07/01/17 at 100,
5.00%, 07/01/21, (AGM Insured)

     4,000,000         4,369,120   
 

 

The accompanying notes are an integral part of the financial statements.

 

16


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Honolulu City & County GO, Series A,
5.00%, 11/01/22

     2,000,000         2,423,120   

Honolulu City & County GO, Series A, Callable 04/01/19 at 100,
5.00%, 04/01/24

     1,110,000         1,269,995   

Honolulu City & County GO, Series A, Callable 07/01/15 at 100,
5.00%, 07/01/26,
(NATL-RE Insured)

     4,000,000         4,030,720   

Honolulu City & County GO, Series A, Callable 11/01/22 at 100,
5.00%, 11/01/26

     1,000,000         1,195,400   

Honolulu City & County GO, Series A, Callable 07/01/15 at 100,
5.00%, 07/01/28,
(NATL-RE Insured)

     1,275,000         1,284,792   

Honolulu City & County GO, Series A, Callable 07/01/15 at 100,
5.00%, 07/01/29,
(NATL-RE Insured)

     1,000,000         1,007,680   

Honolulu City & County GO, Series A, Callable 11/01/22 at 100,
5.00%, 11/01/32

     1,865,000         2,145,888   

Honolulu City & County GO, Series A, Callable 10/01/25 at 100,
5.00%, 10/01/35

     3,000,000         3,489,060   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Honolulu City & County GO, Series A, Callable 11/01/22 at 100,
4.00%, 11/01/37

     1,000,000         1,030,030   

Honolulu City & County GO, Series A, Callable 10/01/25 at 100,
5.00%, 10/01/39

     1,000,000         1,154,380   

Honolulu City & County GO, Series A, Prefunded,
5.00%, 04/01/18

     4,790,000         5,340,227   

Honolulu City & County GO, Series A, Refunding, Callable 11/01/22 at 100,
4.00%, 11/01/36

     2,000,000         2,062,700   

Honolulu City & County GO, Series D, Callable 07/01/15 at 100,
5.00%, 07/01/20,
(NATL-RE Insured)

     2,000,000         2,015,360   

Honolulu City & County GO, Series D, Callable 09/01/19 at 100,
4.00%, 09/01/21

     250,000         273,640   

Honolulu City & County GO, Series F, Callable 07/01/15 at 100,
5.00%, 07/01/22,
(NATL-RE, FGIC Insured)

     4,165,000         4,196,987   

Honolulu City & County GO, Unrefunded, Series A,
5.00%, 04/01/18

     210,000         233,995   
 

 

The accompanying notes are an integral part of the financial statements.

 

17


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Honolulu City & County Waste Water System Revenue, 1st Bond Resolution, Series A, Callable 07/01/17 at 100,
5.00%, 07/01/31,
(NATL-RE Insured)

     3,500,000         3,777,445   

Honolulu City & County Waste Water System Revenue, Series B-1, Callable 07/01/16 at 100,
5.00%, 07/01/32,
(NATL-RE Insured)

     4,015,000         4,203,785   

Honolulu City & County, GO, Series B, Callable 12/01/20 at 100,
5.00%, 12/01/25

     2,000,000         2,371,660   

Maui County GO,
5.00%, 06/01/20

     3,075,000         3,587,264   

Maui County GO, Callable 06/01/23 at 100,
3.00%, 06/01/27

     540,000         543,467   

Maui County GO, Series B, 4.00%, 06/01/16

     1,000,000         1,039,580   

University of Hawaii Revenue, Series A-2,
4.00%, 10/01/19

     1,170,000         1,296,875   

University of Hawaii Revenue, Series B-2,
5.00%, 10/01/18

     1,310,000         1,471,877   

University of Hawaii System Revenue, Series A, Callable 07/15/16 at 100,
5.00%, 07/15/24,
(AGM-CR, MBIA Insured)

     470,000         494,572   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

University of Hawaii System Revenue, Series A, Callable 10/01/19 at 100,
5.25%, 10/01/34

     1,000,000             1,143,190   
        169,935,013   

Illinois — 2.0%

  

Illinois Municipal Electric Agency Power Supply Revenue, Series C,
5.25%, 02/01/21,
(NATL-RE, FGIC Insured)

     3,665,000             4,309,820   

Massachusetts — 1.4%

  

Massachusetts State Department of Transportation, Metropolitan Highway System Revenue, Contract Assistance, Series B, Callable 01/01/20 at 100,
5.00%, 01/01/23

     2,500,000             2,879,825   

New Jersey — 0.2%

  

Passaic Valley Sewage Commissioner System Revenue Refunding, Series G,
5.75%, 12/01/21

     300,000                352,782   

Ohio — 0.6%

  

Ohio State, Infrastructure Improvement GO, Series A,
5.00%, 08/01/21

     1,000,000             1,197,810   
 

 

The accompanying notes are an integral part of the financial statements.

 

18


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Texas — 3.3%

  

Galveston County GO, CAB, Series RD,
0.00%, 02/01/24,
(NATL-RE, FGIC Insured)

     2,630,000         2,059,106   

Houston Water and Sewer System Revenue, Unrefunded Balance CAB, Junior Series A,
0.00%, 12/01/27, (AGM Insured)

     2,000,000         1,373,740   

San Antonio Electric & Gas Revenue, Series A,
5.00%, 02/01/18

     2,000,000         2,221,320   

Texas State Tranportation Commission Mobility Fund GO,
5.00%, 10/01/27

     1,000,000             1,193,180   
            6,847,346   

Washington — 2.5%

     

King County School District No. 403 Renton GO, Callable 12/01/16 at 100,
5.00%, 12/01/24,
(NATL-RE, FGIC Insured, School Bond Guarantee)

     3,000,000         3,212,610   

Port of Seattle Revenue, Callable 02/01/16 at 100,
5.00%, 02/01/25, (XLCA Insured)

     2,000,000             2,064,460   
            5,277,070   

TOTAL MUNICIPAL BONDS (Cost $194,593,710)

        204,758,256   
           Shares                  Value ($)        

REGISTERED INVESTMENT COMPANY — 1.3%

  

Dreyfus Tax Exempt Cash Management Fund, Institutional Shares,
0.00%(a)

     2,801,905         2,801,905   

TOTAL REGISTERED INVESTMENT COMPANY (Cost $2,801,905)

        2,801,905   

TOTAL INVESTMENTS - 98.2%
(Cost $197,395,615)

   

     207,560,161   

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.8%

   

     3,728,754   
     

 

 

 

NET ASSETS - 100.0%

$ 211,288,915   
     

 

 

 

 

 

(a) 

Rate periodically changes. Rate disclosed is the daily yield on April 30, 2015.

 

 

The accompanying notes are an integral part of the financial statements.

 

19


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Portfolio of Investments (Concluded)

April 30, 2015

 

AGM

Assured Guaranty Municipal Corp.

AGM-CR

Assured Guaranty Municipal Corp. Custodial Receipts

AMBAC

American Municipal Bond Assurance Corp.

AMT

Subject to Alternative Minimum Tax

BAM

Build America Mutual

BNYM

Bank of New York Mellon

CAB

Capital Appreciation Bond

ETM

Escrowed to Maturity

FGIC

Financial Guaranty Insurance Co.

FHLMC

Federal Home Loan Mortgage Corp.

FNMA

Federal National Mortgage Association

GNMA

Government National Mortgage Association

GO

General Obligation

IBC

Insurance Bond Certificate

MBIA

Municipal Bond Investors Assurance

NATL-RE

National Reinsurance Corp.

XLCA

XL Capital Assurance

 

The accompanying notes are an integral part of the financial statements.

 

20


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — 96.5%

  

Alaska — 0.4%

  

Alaska State GO, Series A,
5.00%, 08/01/18

     500,000                563,575   

Arizona — 1.6%

     

Maricopa County Elementary School District No 6 Washington, Series A,
5.38%, 07/01/15, (AGM Insured)

     1,000,000             1,008,530   

Mesa City, Utility Systems Revenue, ETM,
5.25%, 07/01/16,
(NATL-RE, FGIC Insured)

     1,000,000             1,057,050   
            2,065,580   

Colorado — 0.4%

  

Boulder County Sales and Use Tax Revenue, Open Space,
5.00%, 12/15/18,
(MAC Insured)

     500,000                561,845   

Connecticut — 1.3%

  

State of Connecticut Special Tax Revenue,
5.00%, 11/01/18

     1,000,000             1,128,360   

State of Connecticut Special Tax Revenue, Series B,
5.00%, 12/01/18

     500,000                565,300   
            1,693,660   

Florida — 0.6%

  

JEA Electric System Revenue, Sub-Series A,
5.00%, 10/01/18

     650,000                734,266   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Georgia — 0.8%

  

Georgia State GO, Series I,
5.00%, 11/01/17

     1,000,000             1,105,390   

Guam — 1.0%

  

Guam Economic Development & Commerce Authority, CAB, Series B, ETM,
5.40%, 05/15/15

     1,350,000             1,351,890   

Hawaii — 65.3%

  

County of Kauai GO, Series A,
2.25%, 08/01/17

     150,000         154,850   

County of Kauai GO, Series A,
3.00%, 08/01/20

     295,000         316,131   

County of Kauai GO, Series A,
2.00%, 08/01/16

     500,000         510,065   

Hawaii County GO, Series A,
4.00%, 03/01/16

     400,000         412,448   

Hawaii County GO, Series A,
5.25%, 07/15/17

     1,155,000         1,267,104   

Hawaii County GO, Series A, Callable 07/15/18 at 100,
5.00%, 07/15/21

     120,000         134,287   

Hawaii County GO, Series B,
4.00%, 09/01/15

     500,000         506,215   

Hawaii County GO, Series B,
5.00%, 07/15/16,
(AMBAC Insured)

     1,215,000         1,282,432   
 

 

The accompanying notes are an integral part of the financial statements.

 

21


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Hawaii County GO, Series B,
5.00%, 09/01/16

     1,000,000         1,060,600   

Hawaii County GO, Series B,
5.00%, 09/01/17

     1,000,000         1,094,970   

Hawaii State Airports System Revenue, AMT,
4.00%, 07/01/15

     515,000         518,070   

Hawaii State Airports System Revenue, Refunding, AMT,
5.00%, 07/01/21

     2,000,000         2,348,360   

Hawaii State Airports System Revenue, Series A,
5.25%, 07/01/20

     1,320,000         1,570,444   

Hawaii State Airports System Revenue, Series B, AMT,
4.00%, 07/01/15

     1,000,000         1,005,960   

Hawaii State Department of Budget & Finance, Series A, Queens Health System,
3.00%, 07/01/17

     2,000,000         2,097,780   

Hawaii State Department of Budget & Finance, Series A, Queens Health System,
4.00%, 07/01/18

     600,000         653,616   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

     

Hawaii State Department of Budget & Finance, Series A, Queens Health System,
4.00%, 07/01/19

     400,000         441,156   

Hawaii State Department of Hawaiian Home Lands, Kapolei Office, Series A,
3.75%, 11/01/15

     500,000         508,050   

Hawaii State Department of Transportation, AMT,
4.00%, 08/01/18

     600,000         649,218   

Hawaii State GO, Refunding Series DR,
4.00%, 06/01/16

     500,000         519,735   

Hawaii State GO, Refunding Series DT,
4.00%, 11/01/15

     500,000         509,405   

Hawaii State GO, Refunding Series DY,
4.00%, 02/01/16

     745,000         765,950   

Hawaii State GO, Refunding, Series EF,
5.00%, 11/01/17

     750,000         827,272   

Hawaii State GO, Refunding, Series EF,
5.00%, 11/01/18

     500,000         566,380   

Hawaii State GO, Refunding, Series EJ,
5.00%, 08/01/15

     2,000,000         2,023,260   

Hawaii State GO, Refunding, Series EK,
5.00%, 08/01/16

     2,000,000         2,114,340   
 

 

The accompanying notes are an integral part of the financial statements.

 

22


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Hawaii State GO, Refunding, Series EL,
3.00%, 08/01/17

     1,000,000         1,050,310   

Hawaii State GO, Refunding, Series EP,
5.00%, 08/01/19

     500,000         576,940   

Hawaii State GO, Refunding, Series EP,
5.00%, 08/01/20

     500,000         588,670   

Hawaii State GO, Refunding, Series EP,
5.00%, 08/01/21

     1,000,000         1,195,190   

Hawaii State GO, Refunding, Series EP,
5.00%, 08/01/22

     1,000,000         1,211,720   

Hawaii State GO, Series DG, Callable 07/01/15 at 100,
5.00%, 07/01/16,
(AMBAC Insured)

     2,075,000         2,090,770   

Hawaii State GO, Series DN, 5.00%, 08/01/15

     660,000         667,676   

Hawaii State GO, Series DQ,
5.00%, 06/01/17

     375,000         408,356   

Hawaii State GO, Series DT,
5.00%, 11/01/17

     200,000         220,606   

Hawaii State GO, Series EA,
4.00%, 12/01/20

     1,000,000         1,132,010   

Hawaii State GO, Series EE,
4.00%, 11/01/22

     1,020,000         1,168,859   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

     

Hawaii State GO, Series EH, Callable 08/01/23 at 100,
5.00%, 08/01/24

     1,000,000         1,209,070   

Hawaii State Harbor System Revenue, AMT, Series B,
5.00%, 07/01/15, (AGM Insured)

     2,710,000         2,730,434   

Hawaii State Harbor System Revenue, Series A,
4.00%, 07/01/16

     500,000         520,020   

Hawaii State Highway Revenue,
5.50%, 07/01/18

     1,000,000         1,138,420   

Hawaii State Highway Revenue, Series A,
3.00%, 01/01/16

     2,000,000         2,036,940   

Hawaii State Highway Revenue, Series A,
4.00%, 01/01/17

     325,000         343,506   

Hawaii State Highway Revenue, Series A,
3.00%, 01/01/17

     2,000,000         2,080,980   

Hawaii State Highway Revenue, Series A,
4.00%, 01/01/18

     995,000         1,073,565   

Hawaii State Highway Revenue, Series A,
5.00%, 01/01/20

     500,000         580,600   

Hawaii State Highway Revenue, Series A,
5.00%, 01/01/21

     1,000,000         1,183,720   
 

 

The accompanying notes are an integral part of the financial statements.

 

23


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Hawaii State Highway Revenue, Series A,
4.00%, 01/01/21

     1,000,000         1,129,840   

Hawaii State Highway Revenue, Series A, Callable 07/01/15 at 100,
5.00%, 07/01/22, (AGM Insured)

     1,565,000         1,576,894   

Hawaii State Highway Revenue, Series B,
5.25%, 07/01/18, (AGM Insured)

     500,000         564,505   

Hawaii State Housing Finance & Development Corp., Multifamily Housing Kuhio Park Terrace, Series A,
2.00%, 10/01/15,
(FHLMC Insured)

     150,000         150,604   

Hawaii State Housing Finance & Development Corp., Series A,
2.35%, 07/01/17,
(GNMA/FNMA Insured)

     555,000         569,253   

Hawaii State Housing Finance & Development Corp., Series A,
2.70%, 07/01/18,
(GNMA/FNMA Insured)

     565,000         587,058   

Honolulu City & County Board of Water Supply System Revenue, AMT, Series B, Callable 7/01/16 at 100,
5.25%, 07/01/21,
(NATL-RE Insured)

     1,335,000         1,407,971   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Honolulu City & County Board of Water Supply System Revenue, Series A,
3.00%, 07/01/15

     500,000         502,315   

Honolulu City & County Board of Water Supply System Revenue, Series A,
5.00%, 07/01/20

     320,000         375,360   

Honolulu City & County Board of Water Supply System Revenue, Series A,
5.00%, 07/01/22

     650,000         782,756   

Honolulu City & County Board of Water Supply System Revenue, Series A,
5.00%, 07/01/23

     500,000         608,570   

Honolulu City & County Board of Water Supply System Revenue, Series A, Unrefunded Portion, Callable 07/01/16 at 100,
4.50%, 07/01/22,
(NATL-RE Insured)

     1,070,000         1,121,799   

Honolulu City & County GO, Series A,
5.00%, 10/01/16

     1,000,000         1,064,110   

Honolulu City & County GO, Series A,
5.00%, 10/01/17

     1,000,000         1,102,140   

Honolulu City & County GO, Series A,
5.00%, 10/01/18

     1,000,000         1,130,720   
 

 

The accompanying notes are an integral part of the financial statements.

 

24


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Honolulu City & County GO, Series A,
5.00%, 11/01/18

     1,500,000         1,698,585   

Honolulu City & County GO, Series A,
3.00%, 11/01/18

     750,000         798,112   

Honolulu City & County GO, Series A,
5.00%, 10/01/19

     1,000,000         1,156,060   

Honolulu City & County GO, Series A, Prerefunded 07/01/15 at 100,
5.00%, 07/01/25,
(NATL-RE Insured)

     1,625,000         1,637,480   

Honolulu City & County GO, Series A, Callable 07/01/15 at 100,
5.00%, 07/01/29,
(NATL-RE Insured)

     1,000,000         1,007,680   

Honolulu City & County GO, Series A, Prefunded,
4.00%, 08/01/16

     245,000         256,201   

Honolulu City & County GO, Series A, Prefunded,
5.00%, 04/01/18

     175,000         195,102   

Honolulu City & County GO, Series B,
5.00%, 07/01/16,
(NATL-RE Insured)

     750,000         755,700   

Honolulu City & County GO, Series B,
5.00%, 08/01/16

     625,000         660,812   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Honolulu City & County GO, Series B, Prerefunded 07/01/15 at 100,
5.00%, 07/01/18,
(NATL-RE Insured)

     1,050,000         1,058,064   

Honolulu City & County GO, Series B,
5.00%, 08/01/19

     1,000,000         1,152,990   

Honolulu City & County GO, Series B,
5.00%, 11/01/20

     500,000         590,145   

Honolulu City & County GO, Series B,
5.00%, 11/01/21

     955,000         1,143,956   

Honolulu City & County GO, Series C, Callable 07/01/15 at 100,
5.00%, 07/01/16,
(NATL-RE Insured)

     200,000         201,520   

Honolulu City & County GO, Series D, Prerefunded 07/01/15 at 100,
5.00%, 07/01/23,
(NATL-RE Insured)

     375,000         377,880   

Honolulu City & County GO, Series D, Callable 09/01/19 at 100,
5.25%, 09/01/23

     1,000,000         1,167,770   

Honolulu City & County GO, Series E,
5.25%, 07/01/15,
(NATL-RE Insured)

     500,000         504,170   
 

 

The accompanying notes are an integral part of the financial statements.

 

25


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Honolulu City & County GO, Series F, Callable 07/01/15 at 100,
5.25%, 07/01/17,
(NATL-RE, FGIC Insured)

     535,000         539,318   

Honolulu City & County GO, Unrefunded, Series A,
4.00%, 08/01/16

     255,000         266,462   

Honolulu City & County GO, Unrefunded, Series A,
5.00%, 04/01/18

     25,000         27,856   

Honolulu City & County Wastewater System Revenue,
5.00%, 07/01/18

     1,150,000         1,286,804   

Honolulu City & County Wastewater System Revenue,
4.00%, 07/01/19

     480,000         531,230   

Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Senior Sub-Series A,
4.00%, 07/01/16

     905,000         943,164   

Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Series-B,
4.25%, 07/01/17,
(NATL-RE Insured)

     150,000         161,103   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

  

Honolulu City & County Wastewater System Revenue, Senior 1st Bond Resolution, Series B,
5.00%, 07/01/20

     500,000         585,960   

Honolulu City & County Wastewater System Revenue, Senior 1st Bond Resolution, Series B,
4.00%, 07/01/21

     500,000         567,560   

Honolulu City & County Wastewater System Revenue, Senior Series A,
5.00%, 07/01/19

     1,000,000         1,153,130   

Honolulu City & County Wastewater System Revenue, Senior Series A,
3.25%, 07/01/20

     1,320,000         1,434,180   

Honolulu City & County Wastewater System Revenue, Senior Series A,
4.00%, 07/01/21

     1,005,000         1,141,419   

Honolulu City & County Wastewater System Revenue, Series A, Prerefunded 07/01/15 at 100,
5.00%, 07/01/16,
(NATL-RE Insured)

     555,000         559,218   

Maui County GO,
4.00%, 06/01/16

     500,000         519,790   
 

 

The accompanying notes are an integral part of the financial statements.

 

26


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Hawaii — (Continued)

     

Maui County GO,
5.00%, 06/01/18

     300,000         335,634   

Maui County GO,
5.00%, 06/01/20

     530,000         618,293   

Maui County GO, Series A,
3.50%, 07/01/15

     200,000         201,100   

Maui County GO, Series B,
5.00%, 06/01/18

     250,000         279,695   

Maui County GO, Unrefunded Portion, Callable 03/01/15 at 100,
5.00%, 03/01/17,
(NATL-RE Insured)

     410,000         411,332   

University of Hawaii Revenue, Series A,
4.00%, 10/01/16

     625,000         656,231   

University of Hawaii Revenue, Series A,
2.00%, 10/01/18

     230,000                231,587   
          86,553,648   

Idaho — 0.8%

     

Madison County School District No 321 Rexburg GO, Refunding, Series A,
4.00%, 08/15/18, (ID SLSTAX GTY Insured)

     1,000,000             1,092,330   

Illinois — 0.2%

     

Winnebago County School District No 122 Harlem-Loves Park GO, ETM,
0.00%, 01/01/16,
(AGM Insured)

     215,000                214,579   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Indiana — 0.7%

  

Indiana Finance Authority Revenue Refunding Facilities, Prerefunded 07/01/18 at 100,
5.00%, 07/01/20

     865,000                971,914   

Iowa — 0.4%

     

University of Iowa Facilities Corp. Revenue, Medical Education & Biomed Research Facility,
3.75%, 06/01/18

     435,000                469,043   

Kansas — 1.2%

     

City of Wichita GO, Series E,
4.00%, 10/01/17

     1,460,000             1,574,362   

Maryland — 1.3%

     

Maryland State GO, Series C,
5.00%, 11/01/18

     1,500,000             1,703,010   

Massachusetts — 0.8%

     

Commonwealth of Massachusetts GO, Series C, Prerefunded 08/01/17 at 100,
5.25%, 08/01/22, (AGM Insured)

     1,000,000             1,101,360   

Michigan — 1.9%

     

Garden City Hospital Finance Authority, Callable 08/15/2017 at 100,
5.00%, 08/15/38

     2,000,000         2,190,160   
 

 

The accompanying notes are an integral part of the financial statements.

 

27


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Michigan — (Continued)

  

Michigan Municipal Bond Authority Revenue, Clean Water Revolving Fund, Callable 10/01/16 at 100,
5.00%, 10/01/18

     365,000                388,721   
            2,578,881   

Missouri — 0.8%

  

Kansas City Special Obligation Refunding & Improvement Revenue, Series B,
5.00%, 08/01/18

     450,000         500,661   

St Charles County School District No R-IV Wentzville GO, Refunding,
4.00%, 03/01/19, (ST AID DIR DEP)

     500,000                552,145   
            1,052,806   

Nevada — 2.0%

  

Clark County GO, Refunding Infrastructure Improvement, Series B,
4.00%, 07/01/18

     585,000         636,328   

Nevada System of Higher Education, Series B, Prerefunded 01/01/16 at 100,
5.00%, 07/01/26,
(AMBAC Insured)

     1,900,000             1,959,071   
            2,595,399   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

New York — 0.4%

  

New York City GO, Series J,
5.00%, 08/01/18

     470,000                527,039   

Ohio — 0.4%

     

Reynoldsburg City Capital Facilities GO, Prerefunded 12/01/15 at 100, 4.00%, 12/01/20,
(AMBAC Insured)

     550,000                562,012   

Oklahoma — 1.4%

     

Cleveland County Educational Facilities Authority Revenue,
5.00%, 07/01/17

     500,000         543,435   

Cleveland County Educational Facilities Authority Revenue,
5.00%, 07/01/18

     500,000         557,170   

Oklahoma Development Finance Authority Health Refunding, INTEGRIS Baptist Medical Center, Series C,
5.00%, 08/15/16

     455,000         482,250   

Oklahoma Water Resources Board Loan Revenue, Series A,
5.00%, 10/01/20

     200,000                235,644   
            1,818,499   
 

 

The accompanying notes are an integral part of the financial statements.

 

28


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Oregon — 1.0%

     

Oregon State GO, University System Revenue, Series A,
5.00%, 08/01/16

     100,000         105,769   

Portland City, Water System Revenue, First Lien, Series A,
5.00%, 05/01/18

     460,000         516,221   

State of Oregon,
5.00%, 08/01/35

     625,000                632,300   
            1,254,290   

Texas — 6.4%

  

Bexar County GO, Edgewood Independent School District,
4.00%, 08/15/21,
(PSF-GTD Insured)

     450,000         509,364   

Carrollton City Improvement Revenue GO,
3.00%, 08/15/23

     870,000         929,195   

Dallas Independent School District GO, Refunding Series A,
4.00%, 08/15/16,
(PSF-GTD Insured)

     1,000,000         1,045,830   

Dallas Independent School District GO, Refunding Series A,
5.00%, 08/15/19,
(PSF-GTD Insured)

     1,000,000         1,153,000   

Harris County GO, Refunding Road, Series A,
5.00%, 10/01/20

     1,000,000         1,185,630   
     Principal
  Amount ($)  
           Value ($)        

MUNICIPAL BONDS — (Continued)

  

Texas — (Continued)

  

La Joya Independent School District GO, School Building, Prerefunded 02/15/18 at 100,
5.00%, 02/15/34,
(PSF-GTD Insured)

     590,000         655,691   

Texas State GO, Unrefunded Portion Transportation Commission,
5.00%, 04/01/17

     905,000         980,694   

University of Texas, Finance System Revenue, Series B, Prerefunded 08/15/16 at 100,
5.00%, 08/15/21

     500,000         529,945   

University of Texas, Refunding Finance System Revenue, Series B,
5.00%, 08/15/15

     400,000         405,396   

Ysleta Independent School District GO, Refunding,
4.00%, 08/15/19,
(PSF-GTD Insured)

     1,000,000             1,111,540   
            8,506,285   

Utah — 0.8%

     

Utah State Board of Regents, Student Loan Series EE-2,
5.00%, 11/01/17, (GTD STD LNS Insured)

     1,000,000             1,105,810   
 

 

The accompanying notes are an integral part of the financial statements.

 

29


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Principal
  Amount ($)  
         Value ($)        

MUNICIPAL BONDS — (Continued)

  

Virginia — 0.8%

  

Virginia Public School Authority Revenue, Series II,
5.00%, 04/15/17

     1,000,000             1,085,130   

Washington — 2.3%

     

County of King GO, Callable 12/01/22 at 100,
5.00%, 06/01/23

     1,000,000         1,205,920   

Klickitat County Public Utility District No 1 Revenue, Series B, Callable 12/01/16 at 100,
5.25%, 12/01/19, (NATL Insured)

     1,500,000         1,608,735   

Snohomish County School District GO, Callable 12/01/16 at 100,
5.00%, 12/01/17,
(NATL SCH BN GTY Insured)

     200,000                214,174   
            3,028,829   

Wisconsin — 1.5%

     

Milwaukee City GO, Promissory & Corporate Notes, Series N2,
5.00%, 05/01/20

     400,000         467,052   

Waukesha City GO, Series A, Unrefunded Balance, Callable 10/01/15 at 100,
5.00%, 10/01/16, (AGM Insured)

     340,000         340,785   
     Principal
  Amount ($)  
         Value ($)        

MUNICIPAL BONDS — (Continued)

  

Wisconsin — (Continued)

  

Wisconsin State GO, Series 3,
5.00%, 11/01/22

     1,000,000             1,215,440   
            2,023,277   

TOTAL MUNICIPAL BONDS (Cost $126,860,137)

        127,894,709   
    

    Shares    

        

REGISTERED INVESTMENT COMPANY — 2.4%

  

Dreyfus Tax Exempt Cash Management Fund, Institutional Shares,
0.00%(a)

     3,093,603         3,093,603   
     

 

 

 

TOTAL REGISTERED INVESTMENT COMPANY (Cost $3,093,603)

  3,093,603   
     

 

 

 

TOTAL INVESTMENTS - 98.9%
(Cost $129,953,740)

   

  130,988,312   

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.1%

   

  1,505,934   
     

 

 

 

NET ASSETS - 100.0%

$     132,494,246   
     

 

 

 

 

 

(a) Floating or variable rate security. Rate disclosed is as of April 30, 2015.
 

 

The accompanying notes are an integral part of the financial statements.

 

30


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Portfolio of Investments (Concluded)

April 30, 2015

 

 

AGM

Assured Guaranty Municipal Corp.

AMBAC

American Municipal Bond

Assurance Corp.

AMT

Subject to Alternative Minimum Tax

CAB

Capital Appreciation Bond

ETM

Escrowed to Maturity

FGIC

Financial Guaranty Insurance Co.

FHLMC

Federal Home Loan Mortgage Corp.

FNMA

Federal National Mortgage Association

GNMA

Government National Mortgage Association

GO

General Obligation

GTD STD LNS

Guaranteed Student Loans

ID SLSTAX GTY

Idaho Sales Tax Guaranty

MAC

Municipal Assurance Corp

NATL

National

NATL-RE

National Reinsurance Corp.

NATL SCH BN GTY

National School Board Guarantee

PSF-GTD

Permanent School Fund Guaranteed

ST AID DIR DEP

State Aid Direct Deposit

 

The accompanying notes are an integral part of the financial statements.

 

31


PACIFIC CAPITAL FUNDS

Statements of Assets and Liabilities

April 30, 2015

 

 

  Pacific Capital
Tax-Free
Securities
Fund
Pacific Capital
Tax-Free
Short
Intermediate
Securities
Fund

Assets

   

Investments, at value (Cost $197,395,615 and $129,953,740, respectively)

  $ 207,560,161     $ 130,988,312  

Receivable for capital shares sold

    1,286,334       648,721  

Dividends and interest receivable

    2,916,261       1,665,574  

Prepaid expenses and other assets

    923       1,845  
    

 

 

     

 

 

 

Total assets

    211,763,679       133,304,452  
    

 

 

     

 

 

 

Liabilities

   

Payable for capital shares redeemed

    326,168       747,152  

Payable for distributions to shareholders

    56,236       11,176  

Payable for administration and accounting fees

    18,502       8,493  

Payable for custodian fees

    12,522       11,537  

Payable for transfer agent fees

    4,458       4,234  

Accrued expenses

    56,878       27,614  
    

 

 

     

 

 

 

Total liabilities

    474,764       810,206  
    

 

 

     

 

 

 

Net Assets

  $ 211,288,915     $ 132,494,246  
    

 

 

     

 

 

 

Net Assets Consist of:

   

Capital stock, $0.01 par value

  $ 206,375     $ 130,051  

Paid-in capital

    202,661,725       131,547,422  

Undistributed net investment income

          49  

Accumulated net realized loss from investments

    (1,743,731 )     (217,848 )

Net unrealized appreciation on investments

    10,164,546       1,034,572  
    

 

 

     

 

 

 

Net Assets

  $ 211,288,915     $ 132,494,246  
    

 

 

     

 

 

 

Class Y:

   

Outstanding shares

      20,637,519         13,005,054  

Net asset value, offering and redemption price per share

    $         10.24       $         10.19  

 

The accompanying notes are an integral part of the financial statements.

 

32


PACIFIC CAPITAL FUNDS

Statements of Operations

For the Year Ended April 30, 2015

 

 

  Pacific Capital
Tax-Free

Securities
Fund
Pacific Capital
Tax-Free
Short
Intermediate

Securities
Fund

Investment Income

   

Interest

  $ 7,018,828     $ 1,566,515  

Dividends

    160       88  
    

 

 

     

 

 

 

Total investment income

    7,018,988       1,566,603  
    

 

 

     

 

 

 

Expenses

   

Advisory fees (Note 2)

    420,872       270,297  

Administration and accounting fees (Note 2)

    78,283       54,592  

Legal fees

    32,263       18,504  

Trustees’ and officers’ fees (Note 2)

    26,949       15,752  

Audit fees

    26,143       25,188  

Transfer agent fees (Note 2)

    24,275       23,932  

Printing and shareholder reporting fees

    21,831       9,888  

Custodian fees (Note 2)

    18,047       17,316  

Registration and filing fees

    3,010       6,198  

Other expenses

    27,316       9,687  
    

 

 

     

 

 

 

Total expenses before waivers and reimbursements

    678,989       451,354  
    

 

 

     

 

 

 

Less: waivers and reimbursements (Note 2)

    (420,872 )     (270,297 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

    258,117       181,057  
    

 

 

     

 

 

 

Net investment income

    6,760,871       1,385,546  
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments:

   

Net realized loss from investments

    (65,824 )     (23,541 )

Net change in unrealized appreciation/(depreciation) on investments

    1,348,966       285,828  
    

 

 

     

 

 

 

Net realized and unrealized gain on investments

    1,283,142       262,287  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

  $ 8,044,013     $ 1,647,833  
    

 

 

     

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

33


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Statements of Changes in Net Assets

 

 

  Year
Ended
April 30, 2015
Year
Ended
April 30, 2014

Increase/(decrease) in net assets from operations:

   

Net investment income

  $ 6,760,871     $ 8,547,539  

Net realized loss from investments

    (65,824 )     (1,020,304 )

Net change in unrealized appreciation/(depreciation) on investments

    1,348,966       (10,425,333 )
    

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

    8,044,013       (2,898,098 )
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

   

Net investment income

    (6,760,871 )     (8,547,539 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

    (6,760,871 )     (8,547,539 )
    

 

 

     

 

 

 

Decrease in Net Assets Derived from Capital Share Transactions (Note 4)

    (8,765,366 )     (73,407,685 )
    

 

 

     

 

 

 

Total decrease in net assets

    (7,482,224 )     (84,853,322 )
    

 

 

     

 

 

 

Net assets

   

Beginning of year

    218,771,139       303,624,461  
    

 

 

     

 

 

 

End of year

  $ 211,288,915     $ 218,771,139  
    

 

 

     

 

 

 

Undistributed net investment income, end of year

  $     $  
    

 

 

     

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

34


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Statements of Changes in Net Assets

 

  Year
Ended
April 30, 2015
Year
Ended
April 30, 2014

Increase/(decrease) in net assets from operations:

   

Net investment income

  $ 1,385,546     $ 929,434  

Net realized loss from investments

    (23,541 )     (37,069 )

Net change in unrealized appreciation/(depreciation) on investments

    285,828       (417,183 )
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

    1,647,833       475,182  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

   

Net investment income

    (1,385,546 )     (929,434 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

    (1,385,546 )     (929,434 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

    23,560,620       46,562,063  
    

 

 

     

 

 

 

Total increase in net assets

    23,822,907       46,107,811  
    

 

 

     

 

 

 

Net assets

   

Beginning of year

    108,671,339       62,563,528  
    

 

 

     

 

 

 

End of year

  $ 132,494,246     $ 108,671,339  
    

 

 

     

 

 

 

Undistributed net investment income, end of year

  $ 49     $ 49  
    

 

 

     

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

35


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Securities Fund

Financial Highlights

 

 

Contained below is per share operating performance data for Class Y Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

Class Y

  For the
Year
Ended
April 30,
2015
  For the
Year
Ended
April 30,
2014
  For the
Year
Ended
April 30,
2013
  For the
Year
Ended
April 30,
2012
  For the
Nine Months
Ended
April 30,
2011†
  For the
Year
Ended
July 31,
2010

Per Share Operating Performance

                       

Net asset value, beginning of period

    $ 10.18       $ 10.51       $ 10.41       $ 9.92       $ 10.16       $ 9.97  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income

    0.33       0.33       0.34       0.38       0.34       0.37  

Net realized and unrealized gain/(loss) from investments

    0.06       (0.33 )     0.11       0.49       (0.25 )     0.20  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

    0.39             0.45       0.87       0.09       0.57  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

           

Net investment income

    (0.33 )     (0.33 )     (0.35 )     (0.38 )     (0.33 )     (0.38 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 10.24     $ 10.18     $ 10.51     $ 10.41     $ 9.92     $ 10.16  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(a)

    3.87 %     0.11 %     4.40 %     8.92 %     0.89 %(b)     5.77 %

Ratio/Supplemental Data

           

Net assets, end of period (000’s omitted)

  $ 211,289     $ 218,771     $ 303,624     $ 251,290     $ 209,482     $ 270,644  

Ratio of expenses to average net assets

    0.12 %     0.11 %     0.10 %     0.15 %     0.13 %*     0.71 %

Ratio of expenses to average net assets without waivers and expense reimbursements(c)

    0.32 %     0.31 %     0.30 %     0.35 %     0.33 %*     0.87 %

Ratio of net investment income to average net assets

    3.21 %     3.30 %     3.28 %     3.71 %     4.49 %(b)*     3.80 %

Portfolio turnover rate

    16.60 %     5.35 %     14.78 %     29.36 %     12.26 %**     12.10 %

 

The Fund changed its fiscal year end to April 30.
** Not Annualized.
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(b) During the period, the Fund received a distribution from a ‘fair fund’ established by the Securities and Exchange Commission in connection with a consent order against BISYS Fund Services, Inc. Had this settlement not occurred, the ratio of net investment income to average net assets and total investment return for the Fund would have been 4.08% and 0.59%, respectively.
(c) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
* Annualized.

 

The accompanying notes are an integral part of the financial statements.

 

36


PACIFIC CAPITAL FUNDS

Pacific Capital Tax-Free Short Intermediate Securities Fund

Financial Highlights

 

 

Contained below is per share operating performance data for Class Y Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

Class Y

  For the
Year
Ended
April 30,
2015
  For the
Year
Ended
April 30,
2014
  For the
Year
Ended
April 30,
2013
  For the
Year
Ended
April 30,
2012
  For the
Nine Months
Ended
April 30,
2011†
  For the
Year
Ended
July 31,
2010

Per Share Operating Performance

                       

Net asset value, beginning of period

    $ 10.17       $ 10.30       $ 10.33       $ 10.28       $ 10.39       $ 10.32  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income

    0.10       0.12       0.17       0.19       0.16       0.15  

Net realized and unrealized gain/(loss) from investments

    0.02       (0.13 )     (0.03 )     0.05       (0.11 )     0.06  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

    0.12       (0.01 )     0.14       0.24       0.05       0.21  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

           

Net investment income

    (0.10 )     (0.12 )     (0.17 )     (0.19 )     (0.16 )     (0.14 )
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 10.19     $ 10.17     $ 10.30     $ 10.33     $ 10.28     $ 10.39  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(a)

    1.23 %     (0.09 )%     1.39 %     2.37 %     0.45 %(b)     2.10 %

Ratio/Supplemental Data

           

Net assets, end of period (000’s omitted)

  $ 132,494     $ 108,671     $ 62,564     $ 52,442     $ 57,831     $ 68,291  

Ratio of expenses to average net assets

    0.13 %     0.19 %     0.25 %     0.30 %     0.30 %*     0.77 %

Ratio of expenses to average net assets without waivers and expense reimbursements(c)

    0.33 %     0.39 %     0.45 %     0.50 %     0.50 %*     0.88 %

Ratio of net investment income to average net assets

    1.02 %     1.15 %     1.62 %     1.86 %     2.06 %(b)*     1.46 %

Portfolio turnover rate

    24.07 %     26.98 %     23.97 %     40.55 %     13.20 %**     22.81 %

 

The Fund changed its fiscal year end to April 30.
** Not Annualized.
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(b) During the period, the Fund received a distribution from a ‘fair fund’ established by the Securities and Exchange Commission in connection with a consent order against BISYS Fund Services, Inc. Had this settlement not occurred, the ratio of net investment income to average net assets and total investment return for the Fund would have been 1.86% and 0.35%, respectively.
(c)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
* Annualized.

 

The accompanying notes are an integral part of the financial statements.

 

37


PACIFIC CAPITAL FUNDS

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Pacific Capital Tax-Free Securities Fund and Pacific Capital Tax-Free Short Intermediate Securities Fund (each a “Fund” and together the “Funds”) are non-diversified open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds are each authorized to issue and offer Class Y shares.

Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of such investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

38


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:

 

•  

Level 1 — 

quoted prices in active markets for identical securities;

•  

Level 2 — 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•  

Level 3 — 

significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments).

The fair value of a Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Funds’ investments carried at fair value:

 

Funds

   Total Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Pacific Capital Tax-Free Securities Fund

           

Municipal Bonds

   $ 204,758,256       $       $ 204,758,256       $                 —   

Registered Investment Company

     2,801,905         2,801,905                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 207,560,161    $ 2,801,905    $ 204,758,256    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

Pacific Capital Tax-Free Short Intermediate Securities Fund

Municipal Bonds

$ 127,894,709    $    $ 127,894,709    $   

Registered Investment Company

  3,093,603      3,093,603             
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

$  130,988,312    $       3,093,603    $  127,894,709    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

39


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of a Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values a Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Funds to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Funds to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Funds have an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Funds have an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3.

Use of Estimates — The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends

 

40


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each Fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund.

Dividends and Distributions to Shareholders — Dividends from net investment income are declared daily and paid monthly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by a Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to such Fund’s shareholders, which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, a Fund may enter into contracts that provide general indemnifications. A Fund’s maximum exposure under these arrangements is dependent on claims that may be made against it in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Affiliates and Related Parties

Investment advisory services are provided to the Funds by the Asset Management Group of Bank of Hawaii (the “Adviser”). Under terms of an advisory agreement, each Fund is charged an annual fee of 0.20% which is computed daily and paid monthly based upon average daily net assets. The Adviser has agreed to waive its entire advisory fee (the “Waiver”). The Waiver will remain in effect until August 31, 2015. The Waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees of FundVantage Trust (the “Trust”).

Fee rates for the period May 1, 2014 through April 30, 2015, were as follows:

 

     Maximum Annual
Advisory Fee
     Net Annual
Fees Paid After

Contractual
Waivers
 

Pacific Capital Tax-Free Securities Fund

     0.20%               0.00%        

Pacific Capital Tax-Free Short Intermediate Securities Fund

     0.20%               0.00%        

 

41


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of each Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $14,462 for the Pacific Capital Tax-Free Securities Fund and $8,918 for the Pacific Capital Tax-Free Short Intermediate Securities Fund. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:

 

     Purchases      Sales  

Pacific Capital Tax-Free Securities Fund

   $ 34,111,121       $ 44,269,692   

Pacific Capital Tax-Free Short Intermediate Securities Fund

     57,375,589         31,077,388   

4. Capital Share Transactions

For the year ended April 30, 2015, and the year ended April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Year Ended
April 30, 2015
     For the Year Ended
April 30, 2014
 
     Shares      Amount      Shares      Amount  

Pacific Capital Tax-Free Securities Fund

           

Class Y

           

Sales

     3,845,839       $ 39,529,904         3,626,911       $ 36,516,750   

Reinvestments

     9,416         97,044         9,936         99,595   

Redemptions

     (4,705,924      (48,392,314      (11,028,779      (110,024,030
  

 

 

    

 

 

    

 

 

    

 

 

 

Net decrease

  (850,669 $ (8,765,366   (7,391,932 $ (73,407,685
  

 

 

    

 

 

    

 

 

    

 

 

 

Pacific Capital Tax-Free Short Intermediate Securities Fund

Class Y

Sales

  4,995,737    $ 50,916,174      7,531,186    $ 76,188,154   

Reinvestments

  636      6,485      586      5,947   

Redemptions

  (2,681,690   (27,362,039   (2,914,462   (29,632,038
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase

  2,314,683    $ 23,560,620      4,617,310    $ 46,562,063   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

42


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

5. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state, and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net assets components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. Net investment income, net realized gains and net assets were not affected by these adjustments. The following permanent difference as of April 30, 2015, attributable to an expired capital loss carryover, was reclassified among the following accounts:

 

     Increase/(Decrease)
Undistributed

Net Investment
Income
   Increase/(Decrease)
Accumulated
Net Realized
Loss
   Increase/(Decrease)
Additional
Paid-In Capital

Pacific Capital Tax-Free Short Intermediate Securities Fund

   $—    $577,000    $(577,000)

The tax character of distributions paid during the year ended April 30, 2015, were as follows:

 

     Net
Investment
Income
   Net
Long-Term
Capital Gains
   Total
Taxable
Distributions
   Tax
Exempt
Distributions
   Total
Distributions
Paid*

Pacific Capital Tax-Free Securities Fund

     $ 30,761      $—      $ 30,761        $ 6,774,046        $ 6,804,807  

Pacific Capital Tax-Free Short Intermediate Securities Fund

       2,736        —        2,736          1,387,697          1,390,433  

 

* Distributions will not tie to Statement of Changes because distributions are recognized when actually paid for tax purposes.

 

43


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

The tax character of distributions paid during the year ended April 30, 2014, were as follows:

 

     Net
Investment
Income
   Net
Long-Term
Capital Gains
   Total
Taxable
Distributions
  

Tax

Exempt
Distributions

  

Total
Distributions
Paid*

Pacific Capital Tax-Free Securities Fund

     $ 84,496        $        $ 84,496        $ 8,495,357        $ 8,579,853  

Pacific Capital Tax-Free Short Intermediate Securities Fund

       2,107                   2,107          924,386          926,493  

 

* Distributions will not tie to Statement of Changes because distributions are recognized when actually paid for tax purposes.

Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

     Undistributed
Tax-Exempt
Income
     Qualified
Late-Year
Losses
    Distributions
Payable
     Capital Loss
Carryforwards
    Unrealized
Appreciation
     Total
Accumulated
Earnings
 

Pacific Capital Tax-Free Securities Fund

     $56,236          $ (98,854     $(56,236)          $(1,644,877     $10,164,546         $8,420,815   

Pacific Capital Tax-Free Short Intermediate Securities Fund

     11,225            (4,070     (11,176)          (213,778     1,034,572         816,773   

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gain is reported as ordinary income for federal income tax purposes.

The cost for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation as of April 30, 2015 is as follows:

 

     Tax Cost of
Securities
     Unrealized
Appreciation
     Unrealized
Depreciation
     Net Unrealized
Appreciation
 

Pacific Capital Tax-Free Securities Fund

     $197,395,615         $10,418,263         $(253,717      $10,164,546   

Pacific Capital Tax-Free Short Intermediate Securities Fund

     129,953,740         1,099,068         (64,496      1,034,572   

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i)

 

44


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Funds deferred to May 1, 2015 the following losses:

 

     Short-Term
Capital Loss Deferral
   Long-Term
Capital Loss Deferral

Pacific Capital Tax-Free Securities Fund

     $ 1,929        $ 96,925  

Pacific Capital Tax-Free Short Intermediate Securities Fund

       874          3,196  

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”), the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.

As of April 30, 2015, the Funds had pre-enactment net capital loss carryforwards to offset future net capital gains, if any, to the extent provided by Treasury regulations. To the extent that these carryforwards are used to offset future capital gains, it is probable that the gains that are offset will not be distributed to shareholders.

 

     Expires April 30,
     2016 ($)      2017 ($)      2018 ($)      2019 ($)       

Pacific Capital Tax-Free Securities Fund

                     (237,475           

Pacific Capital Tax-Free Short Intermediate Securities Fund

     (49,093      (15,122      (75,378      (17,645   

 

45


PACIFIC CAPITAL FUNDS

Notes to Financial Statements (Concluded)

April 30, 2015

 

As of April 30, 2015, the Funds’ post-enactment capital loss carryforward which were short-term losses and long-term losses and had an unlimited period of capital loss carryover were as follows:

     Post-Enactment
Unlimited Period of Net
Capital Loss Carryforward
 
     Short-Term     Long-Term  

Pacific Capital Tax Free Securities Fund

   $ (600,093   $ (807,309

Pacific Capital Tax Free Short Intermediate Securities Fund

     (55,315     (1,225

During the year ended April 30, 2015, the Pacific Capital Tax-Free Short Intermediate Securities Fund had a capital loss carryforward of $577,000 that expired.

6. Concentration of Credit Risk

The Funds primarily invest in debt obligations issued by the state of Hawaii and its political subdivisions, agencies, and public authorities to obtain funds for various public purposes. The Funds are more susceptible to factors adversely affecting issues of Hawaii municipal securities than is a municipal bond fund that is not concentrated in these issuers to the same extent.

Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

7. Subsequent Events

Management has evaluated the impact of all subsequent events on the Funds through the date that the financial statements were issued, and has determined that there were no following subsequent events requiring recognition or disclosure in the financial statements.

 

46


PACIFIC CAPITAL FUNDS

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of FundVantage Trust and Shareholders of the

Pacific Capital Tax-Free Securities Fund and the

Pacific Capital Tax-Free Short Intermediate Securities Fund:

In our opinion, the accompanying statements of assets and liabilities, including the portfolios of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Pacific Capital Tax-Free Securities Fund and the Pacific Capital Tax-Free Short Intermediate Securities Fund (the “Funds”) at April 30, 2015, the results of each of their operations for the year then ended, the changes in each of their net assets for the two years then ended and the financial highlights for the year ended July 31, 2010, the period ended April 30, 2011 and for each of the four years presented in the period ended April 30, 2015, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

 

PricewaterhouseCoopers LLP

June 26, 2015

 

47


PACIFIC CAPITAL FUNDS

Shareholder Tax Information

(Unaudited)

The Funds are required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise their shareholders of the U.S. federal tax status of distributions received by the Funds’ shareholders in respect of such fiscal year.

The tax character of distributions paid during the year ended April 30, 2015 were as follows:

 

     Net
Investment
Income
   Net
Long-Term
Capital Gains
   Total
Taxable
Distributions
   Tax
Exempt
Distributions
   Total
Distributions
Paid*

Pacific Capital Tax-Free Securities Fund

     $ 30,761      $—      $ 30,761        $ 6,774,046        $ 6,804,807  

Pacific Capital Tax-Free Short Intermediate Securities Fund

       2,736        —        2,736          1,387,697          1,390,433  

 

* Distributions will not tie to Statement of Changes because distributions are recognized when actually paid for tax purposes.

Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 100.00%.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.

 

48


PACIFIC CAPITAL FUNDS

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 678-6034 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At an in-person meeting held on March 24-25, 2015 (the “Meeting”), the Board of Trustees (“Board” or “Trustees”) of FundVantage Trust (“Trust”), including a majority of the Trustees who are not “interested persons” as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Asset Management Group of Bank of Hawaii (the “Adviser” or “AMG”) and the Trust on behalf of the Pacific Capital Tax-Free Securities Fund (“Pacific Capital TF Fund”) and the Pacific Capital Tax-Free Short Intermediate Securities Fund (“Pacific Capital TFSI Fund”) (together, the “Funds”) (the “Agreement”). In determining whether to continue the Agreement, the Trustees considered information provided by the Adviser in accordance with Section 15(c) of the 1940 Act. The Trustees considered information that the Adviser provided regarding (i) services performed for the Funds, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Funds, (iv) investment performance, (v) the capitalization and financial condition of AMG, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Funds and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on AMG’s ability to service the Funds, and (x) compliance with the Funds’ investment objectives, policies and practices (including codes of ethics and proxy voting policies), federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with portfolio managers provided at Board meetings throughout the year covering matters such as the relative performance of the Funds; compliance with the investment objectives, policies, strategies and limitations for the Funds; the compliance of management personnel with the

 

49


PACIFIC CAPITAL FUNDS

Other Information

(Unaudited)

 

applicable code of ethics; and the adherence to fair value pricing procedures as established by the Board. The Trustees noted that each year, they receive a memorandum from legal counsel regarding the legal standard applicable to their review of the Agreement. The Trustees noted that each year, they receive a memorandum from legal counsel regarding the legal standard applicable to their review of the Agreement.

Representatives from AMG attended the Meeting telephonically and discussed AMG’s history, performance and investment strategy in connection with the proposed continuation of the Agreement and answered questions from the Board.

The Trustees considered the investment performance for the Funds and AMG. The Trustees reviewed the historical performance charts for the one year, three year, five year, ten year and since inception periods ended December 31, 2014, as applicable, for (i) the Funds; (ii) the Barclays Capital Hawaii Municipal Bond Index and Barclays Capital Hawaii 3-Year Municipal Bond Index, the benchmarks for the Pacific Capital TF Fund and Pacific Capital TFSI Fund, respectively; (iii) the Morningstar National Intermediate Municipal funds category, the Pacific Capital TF Fund’s applicable Morningstar peer group; and (iv) the Morningstar Municipal Short funds category, the Pacific Capital TFSI Fund’s applicable Morningstar peer group. The Trustees also reviewed the historical performance charts for the Funds as compared to the median of the Lipper “Other States” Intermediate Municipal Debt Funds category and the median of the Lipper “Other States” Short-Intermediate Municipal Debt Funds category, the Lipper peer groups for the Pacific Capital TF Fund and Pacific Capital TFSI Fund, respectively, for the year to date, one-year, two-year, three-year and since inception periods ended December 31, 2014, as applicable. The Trustees considered the short term and long term performance of the Funds, as applicable. The Trustees noted that they considered performance reports provided at Board meetings throughout the year. The Trustees took note of the various periods where each outperformed, underperformed or performed in line with its respective Lipper and Morningstar peer groups and benchmark. The Trustees discussed with AMG the reasons behind the performance results for each Fund. In the case of each Fund with performance that lagged a relevant peer group or benchmark for certain periods (but not necessarily all periods), the Trustees considered other factors that supported the continuation of the Agreement, including the following: (i) that the Adviser’s investment decisions, such as security selection and sector allocation, contributing to such underperformance were consistent with the Fund’s investment objective and policies and (ii) that shorter-term or longer-term performance, as applicable, was competitive when compared to the performance of relevant peer groups or benchmarks. Taking note of AMG’s discussion of (i) the various factors contributing to the Funds’ performance and (ii) its continuing commitment to the Funds’ current investment strategies, the Trustees concluded that the performance of each Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

The Adviser provided information regarding its advisory fees and an analysis of these fees in relation to the delivery of services to the Funds and any other ancillary benefit resulting from the Adviser’s relationship

 

50


PACIFIC CAPITAL FUNDS

Other Information

(Unaudited)

 

with the Funds. The Trustees considered the fees that the Adviser charges to other clients, and evaluated the explanations provided by AMG as to differences in fees charged to the Pacific Capital TF Fund as compared to the Hawaiian Tax-Free Trust. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Funds versus other similarly managed funds. The Trustees concluded that the advisory fees and services provided by the Adviser are consistent with those of other advisers and sub-advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Funds based on the information provided at the Meeting.

The Board considered, among other data, the specific factors and related conclusions set forth below with respect to the Funds:

Pacific Capital Tax-Free Securities Fund. With respect to advisory fees and expenses, the gross advisory fee and net total expense ratio for the Fund were lower than the median of the gross advisory fee and net total expense ratio of funds with a similar share class in the Lipper “Other States” Intermediate Municipal Debt Funds category with $500 million or less in assets. The Trustees also considered that the Adviser was currently voluntarily waiving its entire advisory fee with respect to the Fund. With respect to performance, the Fund outperformed the median of the Lipper “Other States” Intermediate Municipal Debt Funds category and the Morningstar National Intermediate Municipal funds average for the year to date, one year, two year and three-year periods ended December 31, 2014. With respect to the Fund’s benchmark, the Fund underperformed for the one-year, three-year, five-year and ten-year periods ended December 31, 2014. Based upon their review, the Trustees concluded that the Fund’s performance was satisfactory and that the advisory fee was reasonable in light of the high quality of services received by the Fund from AMG.

Pacific Capital Tax-Free Short Intermediate Securities Fund. With respect to advisory fees and expenses, the gross advisory fee and net total expense ratio for the Fund were lower than median of the gross advisory fee and net total expense ratio of funds with a similar share class in the Lipper “Other States” Short Intermediate Municipal Debt Funds category with $250 million or less in assets. The Trustees also considered that the Adviser was currently voluntarily waiving its entire advisory fee with respect to Fund. With respect to performance, the Fund underperformed the median of the Lipper “Other States” Short Intermediate Municipal Debt Funds category for the year-to-date, one-year, two-year and three-year periods ended December 31, 2014. The Fund outperformed the Morningstar Municipal Short funds average for the one-year period ended December 31, 2014, and underperformed for the three-year, five-year and ten-year periods. With respect to the Fund’s benchmark, the Fund outperformed for the one-year period ended December 31, 2014 and underperformed for the three-year, five-year and ten-year periods ended December 31, 2014. Based upon their review, the Trustees concluded that the Fund’s performance was satisfactory and that the advisory fee was reasonable in light of the high quality of services received by the Fund from AMG.

 

51


PACIFIC CAPITAL FUNDS

Other Information

(Unaudited)

 

The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by the Adviser, the Board took into account its familiarity with the Adviser’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Adviser’s compliance policies and procedures and reports regarding the Adviser’s compliance operations from the Trust’s Chief Compliance Officer. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Funds’ investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Funds by the Adviser and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Funds are likely to benefit from the continued receipt of those services. They also concluded that the Adviser has sufficient personnel, with the appropriate education and experience, to serve the Funds effectively and had demonstrated its ability to attract and retain qualified personnel.

The Trustees considered the costs of the services provided by the Adviser, the compensation and benefits received by the Adviser in providing services to the Funds, as well as the Adviser’s profitability. The Trustees were provided with a profitability analysis prepared by the Adviser with respect to the Funds and the most recent financial statements for Bank of Hawaii Corporation, the parent company of the Adviser, for the year ended December 31, 2014. The Trustees noted that the Adviser’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that the Adviser’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Funds specifically. The Trustees concluded that the Adviser’s contractual advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected continued growth of the Funds during the renewal term.

The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Funds grow, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for each Fund for the benefit of Fund shareholders, but that because such economies of scale did not yet exist and were not likely to exist in the near term, it was not appropriate to incorporate a mechanism for sharing the benefit of such economies with Fund shareholders in the advisory fee structure at this time.

In voting to approve the continuation of the Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by the Adviser. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Agreement would be in the best interests of the Funds and their shareholders. As a result, the Board, including a majority of the Independent Trustees, unanimously approved the continuation of the Agreement for an additional one year period.

 

52


PACIFIC CAPITAL FUNDS

Privacy Notice

(Unaudited)

 

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 678-6034.

 

53


PACIFIC CAPITAL FUNDS

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for each Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (888) 678-6034.

 

Name

and Date of Birth

 

 

  Position(s) Held  
with Trust

 

 

Term of Office
  and Length of  
Time Served

 

 

Principal Occupation(s)

During Past Five Years

 

 

 

Number of
Funds in
  Trust Complex  
Overseen by
Trustee

 

 

Other
Directorships
  Held by Trustee  

 

 

INDEPENDENT TRUSTEES

 

 

ROBERT J. CHRISTIAN

Date of Birth: 2/49

 

 

Trustee and Chairman of the Board

 

 

Shall serve until death, resignation or removal. Trustee and Chairman since 2007.

 

 

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

 

 

38

 

 

Optimum Fund Trust (registered investment company) (6 portfolios).

 

IQBAL MANSUR

Date of Birth: 6/55

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2007.

 

 

 

University Professor, Widener University.

 

 

38

 

 

None.

 

54


PACIFIC CAPITAL FUNDS

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

 

  Position(s) Held  
with Trust

 

 

Term of Office
  and Length of  
Time Served

 

 

Principal Occupation(s)

During Past Five Years

 

 

 

Number of
Funds in
  Trust Complex  
Overseen by
Trustee

 

 

Other
Directorships
  Held by Trustee  

 

 

DONALD J. PUGLISI

Date of Birth: 8/45

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2008.

 

 

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

 

 

38

 

 

None.

 

STEPHEN M. WYNNE

Date of Birth: 1/55

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2009.

 

 

Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.

 

 

 

38

 

 

Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

55


PACIFIC CAPITAL FUNDS

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

 

  Position(s) Held  
with Trust

 

 

Term of Office
  and Length of  
Time Served

 

 

Principal Occupation(s)
During Past Five Years

 

 

 

Number of
Funds in
  Trust Complex  
Overseen by
Trustee

 

 

Other
Directorships
  Held by Trustee  

 

 

INTERESTED TRUSTEE1

 

 

NANCY B. WOLCOTT

Date of Birth: 11/54

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2011.

 

 

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

 

 

38

 

 

None.

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

56


PACIFIC CAPITAL FUNDS

Fund Management (Concluded)

(Unaudited)

 

Name

and Date of Birth

 

 

  Position(s) Held  

with Trust

 

 

 

Term of Office

  and Length of  

Time Served

 

 

Principal Occupation(s)

During Past Five Years

 

 

EXECUTIVE OFFICERS

 

 

JOEL L. WEISS

Date of Birth: 1/63

 

 

President and Chief Executive Officer

 

 

Shall serve until death, resignation or removal. Officer since 2007.

 

 

 

Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

 

 

JAMES G. SHAW

Date of Birth: 10/60

 

 

Treasurer and Chief Financial Officer

 

 

Shall serve until death, resignation or removal. Officer since 2007.

 

 

 

Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

 

 

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

 

 

Secretary

 

 

Shall serve until death, resignation or removal. Officer since 2012.

 

 

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

 

DAVID C. LEBISKY

Date of Birth: 5/72

 

 

Chief Compliance Officer

 

 

Shall serve until death, resignation or removal. Officer since 2015.

 

Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP Director of Regulatory Administration from 2010 to 2014.

 

 

57


 

 

 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 

 


Investment Adviser

Asset Management Group of Bank of Hawaii

130 Merchant Street, Suite 370

Honolulu, HI 96813

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

of

FundVantage Trust

Pacific Capital Tax-Free Securities

Fund

Pacific Capital Tax-Free Short

Intermediate Securities Fund

ANNUAL REPORT

April 30, 2015

 

This report is submitted for the general information of the shareholders of the Pacific Capital Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Pacific Capital Funds.

 


PEMBERWICK FUND

Annual Investment Advisor’s Report

April 30, 2015

(Unaudited)

We are pleased to present the Pemberwick Fund annual report covering the period from May 1, 2014 through April 30, 2015. Portfolio performance information, market commentary and our outlook for the period ended April 30, 2015 follows. We encourage you to carefully review the enclosed information to stay informed.

PORTFOLIO PERFORMANCE AND MARKET REVIEW:

From May 1, 2014 through April 30, 2015 Pemberwick Fund (“Pemberwick”) generated a periodic total investment return of 0.74% net of expenses. The Portfolio’s primary benchmark, the Barclays 1- 3 year Government/Credit Index, returned 1.05% during the same period. Since its inception on February 1, 2010 Pemberwick has generated a return net of expenses of 1.30% vs. the Barclay benchmark return of 1.32% for the same period. The Barclay benchmark index does not reflect any expenses or transaction costs. Pemberwick generated a return before expenses but after transaction costs of 1.13% for the year ended April 30, 2015 and 1.72% since inception.

During the year ended April 30, 2015 Pemberwick continued its strategy of building a portfolio of investment grade bonds with laddered maturities, therefore generating favorable returns without taking on significant duration or interest rate risk. In addition, Pemberwick has continued to concentrate its investments in investment grade floating and fixed rate bonds issued by financial institutions with assets greater than $200 billion and securities issued by the US Treasury and Agencies. Current yields on bonds issued by said financial institutions, which made up approximately 55% of the Pemberwick portfolio as of April 30, 2015, have been relatively flat in the past year. In addition, short term yields in general remained at historically low levels as of April 30, 2015. We are pleased with Pemberwick’s performance given these circumstances.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-4785. 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.

 

1


PEMBERWICK FUND

Annual Investment Advisor’s Report (Concluded)

April 30, 2015

(Unaudited)

PORTFOLIO POSITIONING:

Pemberwick Fund continues to be invested primarily in investment grade fixed and floating rate securities issued by financial institutions with assets greater than $200 billion and securities issued by the US Treasury and Agencies. In addition, Pemberwick currently has approximately 4.7% of its assets invested in short-term securities with maturities of approximately 30 days. Pemberwick’s net assets have increased by approximately 1.25% during fiscal year ended April 30, 2015: net assets have increased from approximately $167.9 million as of April 30, 2014 to approximately $170.0 million as of April 30, 2015.

Pemberwick Investment Advisors LLC

This letter is intended to assist shareholders in understanding how the Fund performed during the year ended April 30, 2015 and reflects the views of the investment advisor at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

 

2


PEMBERWICK FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $10,000 Investment in Pemberwick Fund

vs. Barclays 1-3 Year Government/Credit Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015

 

  1 Year 3 Year 5 Year Since Inception*

Pemberwick Fund

0.74% 1.20% 1.34% 1.30%

Barclays 1-3 Year Government/Credit Index

1.05% 0.93% 1.31% 1.32%

 

*

The Pemberwick Fund (the “Fund”) commenced operations on February 1, 2010. Benchmark performance is from the commencement date of the Fund only and is not the commencement date of the benchmark itself. The benchmark does not reflect any expenses or transaction costs.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447- 4785. 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. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual operating expense ratio, as stated in the current prospectus dated September 1, 2014, is 0.76% of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. Pemberwick has voluntarily agreed to waive fees equal to 0.35% of the Fund’s average daily net assets. Such waiver will continue until Pemberwick notifies the Fund of a change in its voluntary waiver or its discontinuation. This waiver can be discontinued at any time at the discretion of Pemberwick.

The Fund intends to evaluate performance as compared to that of the Barclays 1-3 Year Government/Credit Index. The Barclays 1-3 Year Government/Credit Index is an unmanaged market index and should not be considered indicative of any Pemberwick investment. It is impossible to invest directly in an index.

 

3


PEMBERWICK FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

All mutual fund investing involves risk, including possible loss of principal. The Fund is subject to the risks of the fixed-income securities held in its portfolio such as credit, prepayment and interest rate risk. As interest rates rise, the value of bond prices will decline and an investor may lose money. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few issuers or sectors. The Fund could fluctuate in value more than a diversified fund.

 

4


PEMBERWICK FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six month period from November 1, 2014, through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “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 accompanying 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 your 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying 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.

 

5


PEMBERWICK FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

     Pemberwick Fund  
     Beginning Account Value
November 1, 2014
     Ending Account Value
April 30, 2015
     Expenses Paid
During Period*
 

Actual

     $1,000.00         $1,003.60         $1.89   

Hypothetical (5% return before expenses)

     1,000.00         1,022.91         1.91   

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended April 30, 2015 of 0.38% for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181) then divided by 365 days. The Fund’s ending account values on the first line in each table are based on the actual six-months total return for the Fund of 0.36%.

 

6


PEMBERWICK FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

SECURITY TYPE:

    

Corporate Bonds and Notes

     64.5   $ 109,624,026   

U.S. Treasury Obligations

     25.2        42,831,458   

U.S. Government Agency Obligations

     3.8        6,476,587   

Collateralized Mortgage Obligations

     1.8        2,949,542   

Government Bonds

     0.0        40,112   

Other Assets In Excess of Liabilities

     4.7        8,057,965   
  

 

 

   

 

 

 

NET ASSETS

  100.0 $ 169,979,690   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

7


PEMBERWICK FUND

Portfolio of Investments

April 30, 2015

 

     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — 64.5%

  

Basic Materials — 0.0%

     

Praxair, Inc.

     

5.20%, 03/15/2017

     15,000         16,179   

Praxair, Inc.

     

1.05%, 11/07/2017

     15,000         14,940   
     

 

 

 
  31,119   
     

 

 

 

Communications — 0.2%

AT&T, Inc.

2.50%, 08/15/2015

  42,000      42,207   

AT&T, Inc.

1.40%, 12/01/2017

  15,000      14,991   

Cisco Systems, Inc.

1.10%, 03/03/2017

  50,000      50,342   

Cisco Systems, Inc.

4.95%, 02/15/2019

  25,000      28,026   

Cisco Systems, Inc.

2.13%, 03/01/2019

  30,000      30,550   

eBay, Inc.

1.63%, 10/15/2015

  35,000      35,129   

eBay, Inc.

1.35%, 07/15/2017

  50,000      49,921   

Walt Disney Co. (The)

0.45%, 12/01/2015

  60,000      60,034   

Walt Disney Co. (The)

0.88%, 05/30/2017

  17,000      16,990   
     

 

 

 
        328,190   
     

 

 

 

Consumer, Cyclical — 1.3%

Home Depot, Inc. (The)

2.25%, 09/10/2018

  30,000      30,948   

McDonald’s Corp.

5.30%, 03/15/2017

  25,000      26,901   

McDonald’s Corp.

5.35%, 03/01/2018

  10,000      11,126   
     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Consumer, Cyclical — (Continued)

  

Volkswagen International Finance NV

     

1.60%, 11/20/2017

     2,000,000         2,013,296   

Wal-Mart Stores, Inc.

     

2.25%, 07/08/2015

     25,000         25,097   

Wal-Mart Stores, Inc.

     

2.80%, 04/15/2016

     100,000         102,320   

Wal-Mart Stores, Inc.

     

1.00%, 04/21/2017

     30,000         30,138   
     

 

 

 
      2,239,826   
     

 

 

 

Consumer, Non-cyclical — 0.8%

Coca-Cola Co. (The)

1.50%, 11/15/2015

  35,000      35,210   

Coca-Cola Co. (The)

1.65%, 03/14/2018

  30,000      30,524   

GlaxoSmithKline Capital, Inc.

0.70%, 03/18/2016

  15,000      15,033   

GlaxoSmithKline Capital, Inc.

5.65%, 05/15/2018

  15,000      16,917   

Johnson & Johnson

0.70%, 11/28/2016

  54,000      54,107   

PepsiCo, Inc.

1.25%, 08/13/2017

  50,000      50,204   

Procter & Gamble Co. (The)

0.75%, 11/04/2016

  100,000      100,241   

Amgen, Inc.

1.25%, 05/22/2017

  1,000,000      999,535   
     

 

 

 
      1,301,771   
     

 

 

 

Energy — 2.1%

BP Capital Markets PLC

1.85%, 05/05/2017

  3,150,000      3,198,053   
 

 

The accompanying notes are an integral part of the financial statements.

 

8


PEMBERWICK FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Energy — (Continued)

     

Chevron Corp.

     

0.89%, 06/24/2016

     20,000         20,082   

Chevron Corp.

     

1.35%, 11/15/2017

     35,000         35,232   

Chevron Corp.

     

1.10%, 12/05/2017

     15,000         15,019   

Chevron Corp.

     

1.37%, 03/02/2018

     15,000         15,073   

EOG Resources, Inc.

     

6.88%, 10/01/2018

     15,000         17,586   

Exxon Mobil Corp.

     

1.31%, 03/06/2018

     50,000         50,315   

Halliburton Co.

     

1.00%, 08/01/2016

     70,000         70,230   

Occidental Petroleum Corp.

     

1.50%, 02/15/2018

     60,000         60,065   

Shell International Finance BV

     

3.10%, 06/28/2015

     50,000         50,220   

Statoil ASA

     

3.13%, 08/17/2017

     30,000         31,378   

Statoil ASA

     

1.25%, 11/09/2017

     10,000         10,022   

Statoil ASA

     

5.25%, 04/15/2019

     15,000         16,991   
     

 

 

 
        3,590,266   
     

 

 

 

Financial — 55.0%

American Express Credit Corp.

2.75%, 09/15/2015

  30,000      30,232   

American Express Credit Corp.

2.80%, 09/19/2016

  100,000      102,608   

 

     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

     

American Express Credit Corp.

     

1.13%, 06/05/2017

     25,000         24,998   

American Express Credit Corp.

     

2.25%, 08/15/2019

     95,000         96,250   

Bank of America Corp.

     

7.75%, 08/15/2015

     2,036,000         2,074,002   

Bank of America Corp.

     

3.63%, 03/17/2016

     10,000         10,235   

Bank of America Corp.

     

6.50%, 08/01/2016

     2,230,000         2,371,623   

Bank of America Corp.

     

5.75%, 08/15/2016

     8,000,000         8,434,480   

Bank of America Corp.

     

5.63%, 10/14/2016

     1,815,000         1,926,388   

Bank of America Corp.

     

0.83%, 05/02/2017 (a)

     1,900,000         1,885,999   

Bank of America Corp.

     

6.40%, 08/28/2017

     50,000         55,257   

Bank of America Corp.

     

5.75%, 12/01/2017

     1,625,000         1,785,911   

Bank Of America Corp.

     

2.65%, 04/01/2019

     60,000         61,089   

Bank of America NA

     

0.55%, 06/15/2016 (a)

     3,160,000         3,149,550   

Bank of America NA

     

0.57%, 06/15/2017 (a)

     2,000,000         1,988,494   

Bank of New York Mellon Corp. (The)

     

0.70%, 03/04/2016

     25,000         25,056   

Bank of New York Mellon Corp. (The)

     

1.30%, 01/25/2018

     59,000         58,954   
 

 

The accompanying notes are an integral part of the financial statements.

 

9


PEMBERWICK FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

  

Bank of New York Mellon
Corp. (The)

     

4.60%, 01/15/2020

     30,000         33,438   

Bank Of Nova Scotia (The)

     

1.45%, 04/25/2018

     2,000,000         2,001,230   

BB&T Corp.

     

3.20%, 03/15/2016

     120,000         122,451   

Berkshire Hathaway Finance
Corp.

     

2.45%, 12/15/2015

     17,000         17,210   

Berkshire Hathaway Finance Corp.

     

1.30%, 05/15/2018

     8,000         8,031   

Berkshire Hathaway Finance Corp.

     

5.40%, 05/15/2018

     60,000         67,330   

BlackRock, Inc.

     

5.00%, 12/10/2019

     25,000         28,404   

Capital One Bank USA NA

     

1.20%, 02/13/2017

     3,267,000         3,258,258   

Caterpillar Financial
Services Corp.

     

2.65%, 04/01/2016

     20,000         20,407   

Caterpillar Financial
Services Corp.

     

1.63%, 06/01/2017

     60,000         60,770   

Caterpillar Financial
Services Corp.

     

1.25%, 08/18/2017

     20,000         20,116   

Caterpillar Financial
Services Corp.

     

1.25%, 11/06/2017

     15,000         15,027   

Caterpillar Financial
Services Corp.

     

2.25%, 12/01/2019

     20,000         20,254   
     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

  

Charles Schwab Corp. (The)

     

0.85%, 12/04/2015

     55,000         55,144   

Charles Schwab Corp. (The)

     

2.20%, 07/25/2018

     40,000         40,894   

Chubb Corp. (The)

     

5.75%, 05/15/2018

     35,000         39,510   

Citigroup, Inc.

     

0.53%, 06/09/2016 (a)

     8,000,000         7,965,656   

Citigroup, Inc.

     

4.45%, 01/10/2017

     20,000         21,032   

Citigroup, Inc.

     

1.55%, 08/14/2017

     30,000         30,014   

Citigroup, Inc.

     

1.85%, 11/24/2017

     40,000         40,281   

Citigroup, Inc.

     

1.80%, 02/05/2018

     84,000         84,204   

Citigroup, Inc.

     

2.55%, 04/08/2019

     35,000         35,593   

Citigroup, Inc.

     

8.50%, 05/22/2019

     75,000         92,878   

Daimler Finance North
America, LLC

     

1.38%, 08/01/2017

     1,000,000         1,002,790   

General Electric Capital Corp.

     

3.50%, 06/29/2015

     20,000         20,096   

General Electric Capital Corp.

     

6.90%, 09/15/2015

     50,000         51,156   

General Electric Capital Corp.

     

4.38%, 09/21/2015

     110,000         111,659   

General Electric Capital Corp.

     

2.25%, 11/09/2015

     277,000         279,727   
 

 

The accompanying notes are an integral part of the financial statements.

 

10


PEMBERWICK FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

     

General Electric Capital Corp.

     

5.40%, 02/15/2017

     75,000         80,934   

General Electric Capital Corp.

     

5.63%, 05/01/2018

     80,000         89,963   

General Electric Capital Corp.

     

7.13%, 12/29/2049 (a)

     1,000,000         1,166,250   

Goldman Sachs Group, Inc.
(The)

     

3.30%, 05/03/2015

     1,000,000         1,000,000   

Goldman Sachs Group, Inc.
(The)

     

0.68%, 07/22/2015 (a)

     400,000         400,086   

Goldman Sachs Group, Inc.
(The)

     

3.70%, 08/01/2015

     90,000         90,683   

Goldman Sachs Group, Inc.
(The)

     

5.35%, 01/15/2016

     20,000         20,621   

Goldman Sachs Group, Inc.
(The)

     

3.63%, 02/07/2016

     70,000         71,443   

Goldman Sachs Group, Inc.
(The)

     

0.72%, 03/22/2016 (a)

     4,000,000         3,999,856   

Goldman Sachs Group, Inc.
(The)

     

2.27%, 09/20/2016 (a)

     1,000,000         1,011,982   

Goldman Sachs Group, Inc.
(The)

     

6.25%, 09/01/2017

     950,000         1,050,097   
     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

  

Goldman Sachs Group, Inc.
(The)

     

2.38%, 01/22/2018

     130,000         132,390   

Goldman Sachs Group, Inc.
(The)

     

6.15%, 04/01/2018

     30,000         33,615   

Goldman Sachs Group, Inc.
(The)

     

1.48%, 04/30/2018 (a)

     9,465,000         9,611,073   

Goldman Sachs Group, Inc.
(The)

     

1.36%, 11/15/2018 (a)

     4,240,000         4,290,566   

HSBC Finance Corp.

     

0.69%, 06/01/2016 (a)

     2,000,000         1,997,986   

John Deere Capital Corp.

     

1.05%, 10/11/2016

     18,000         18,085   

John Deere Capital Corp.

     

1.40%, 03/15/2017

     50,000         50,564   

John Deere Capital Corp.

     

1.55%, 12/15/2017

     40,000         40,433   

Morgan Stanley

     

0.76%, 10/15/2015 (a)

     4,000,000         4,005,252   

Morgan Stanley

     

1.51%, 02/25/2016 (a)

     942,000         948,471   

Morgan Stanley

     

0.73%, 10/18/2016 (a)

     2,500,000         2,499,108   

Morgan Stanley

     

6.25%, 08/28/2017

     4,000,000         4,415,640   

Morgan Stanley

     

1.56%, 04/25/2018 (a)

     2,725,000         2,774,878   

National City Bank

     

0.62%, 12/15/2016 (a)

     4,000,000         3,987,604   

National City Bank

     

0.63%, 06/07/2017 (a)

     2,075,000         2,066,244   
 

 

The accompanying notes are an integral part of the financial statements.

 

11


PEMBERWICK FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

     

PACCAR Financial Corp.

     

1.60%, 03/15/2017

     30,000         30,394   

PACCAR Financial Corp.

     

1.40%, 11/17/2017

     30,000         30,214   

PNC Funding Corp.

     

5.25%, 11/15/2015

     5,000,000         5,119,535   

State Street Corp.

     

2.88%, 03/07/2016

     10,000         10,200   

State Street Corp.

     

5.38%, 04/30/2017

     15,000         16,233   

State Street Corp.

     

1.35%, 05/15/2018

     32,000         31,944   

Toyota Motor Credit Corp.

     

3.20%, 06/17/2015

     55,000         55,203   

Toyota Motor Credit Corp.

     

2.80%, 01/11/2016

     50,000         50,798   

Toyota Motor Credit Corp.

     

1.13%, 05/16/2017

     30,000         30,076   

Toyota Motor Credit Corp.

     

2.13%, 07/18/2019

     40,000         40,560   

Travelers Cos, Inc. (The)

     

6.25%, 06/20/2016

     40,000         42,524   

US Bancorp

     

2.45%, 07/27/2015

     15,000         15,077   

US Bancorp

     

2.20%, 11/15/2016

     15,000         15,320   

US Bancorp

     

1.95%, 11/15/2018

     75,000         76,170   

Wachovia Corp.

     

5.63%, 10/15/2016

     100,000         106,506   

Wells Fargo & Co.

     

1.50%, 07/01/2015

     20,000         20,037   

Wells Fargo & Co.

     

3.68%, 06/15/2016 (b)

     200,000         206,547   
     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Financial — (Continued)

     

Wells Fargo & Co.

     

2.63%, 12/15/2016

     2,000,000         2,053,652   

Wells Fargo & Co.

     

1.15%, 06/02/2017

     40,000         40,047   
     

 

 

 
      93,469,547   
     

 

 

 

Health Care — 2.1%

AbbVie, Inc.

1.75%, 11/06/2017

  3,000,000      3,017,397   

Merck & Co., Inc.

1.10%, 01/31/2018

  488,000      487,294   

Merck & Co., Inc.

1.85%, 02/10/2020

  14,000      14,059   

Pfizer, Inc.

0.90%, 01/15/2017

  50,000      50,187   
     

 

 

 
  3,568,937   
     

 

 

 

Industrial — 0.7%

Boeing Co. (The)

0.95%, 05/15/2018

  50,000      49,605   

Emerson Electric Co.

4.88%, 10/15/2019

  45,000      50,638   

General Dynamics Corp.

1.00%, 11/15/2017

  30,000      30,005   

Honeywell International, Inc.

5.30%, 03/15/2017

  25,000      27,071   

Honeywell International, Inc.

5.30%, 03/01/2018

  50,000      55,703   

Illinois Tool Works, Inc.

0.90%, 02/25/2017

  31,000      31,068   

United Parcel Service, Inc.

1.13%, 10/01/2017

  30,000      30,122   

United Technologies Corp.

1.78%, 05/04/2018 (b)

  1,000,000      1,005,160   
     

 

 

 
  1,279,372   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

12


PEMBERWICK FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Technology — 2.1%

     

Apple, Inc.

     

0.45%, 05/03/2016

     49,000         49,037   

Apple, Inc.

     

1.05%, 05/05/2017

     41,000         41,249   

EMC Corp.

     

1.88%, 06/01/2018

     50,000         50,548   

Hewlett-Packard Co.

     

1.22%, 01/14/2019 (a)

     1,500,000         1,508,840   

Hewlett-Packard Co.

     

2.75%, 01/14/2019

     1,500,000         1,539,405   

Intel Corp.

     

1.95%, 10/01/2016

     47,000         47,871   

International Business
Machines Corp.

     

0.45%, 05/06/2016

     120,000         119,983   

Microsoft Corp.

     

1.00%, 05/01/2018

     60,000         60,020   

Microsoft Corp.

     

1.63%, 12/06/2018

     30,000         30,463   

National Semiconductor Corp.

     

6.60%, 06/15/2017

     25,000         27,871   

Oracle Corp.

     

5.25%, 01/15/2016

     60,000         62,019   

Oracle Corp.

     

2.38%, 01/15/2019

     15,000         15,378   
     

 

 

 
  3,552,684   
     

 

 

 

Utilities — 0.2%

Duke Energy Carolinas, LLC

5.25%, 01/15/2018

  35,000      38,751   

Duke Energy Florida, Inc.

5.65%, 06/15/2018

  25,000      28,247   

Georgia Power Co.

5.25%, 12/15/2015

  25,000      25,722   
     Par
     Value($)     
          Value($)       

CORPORATE BONDS AND NOTES — (Continued)

  

Utilities — (Continued)

     

PacifiCorp

     

5.65%, 07/15/2018

     25,000         28,216   

PECO Energy Co.

     

1.20%, 10/15/2016

     28,000         28,160   

Public Service Electric &
Gas Co.

     

2.00%, 08/15/2019

     30,000         30,341   

Southern California Edison
Co.

     

1.13%, 05/01/2017

     7,000         7,029   

Southern California Edison
Co.

     

5.50%, 08/15/2018

     45,000         50,683   

Wisconsin Electric Power
Co.

     

1.70%, 06/15/2018

     25,000         25,165   
     

 

 

 
  262,314   
     

 

 

 

TOTAL CORPORATE
BONDS AND NOTES
(Cost $108,717,840)

  109,624,026   
     

 

 

 

GOVERNMENT BONDS — 0.0%

Province of Ontario Canada
2.70%, 06/16/2015

  40,000      40,112   
     

 

 

 

TOTAL GOVERNMENT BONDS
(Cost $39,999)

  40,112   
     

 

 

 

COLLATERALIZED MORTGAGE OBLIGATIONS — 1.8%

  

Federal Home Loan Mortgage Corporation REMICS — 0.7%

  

Series 2542, Class ES
5.00%, 12/15/2017

  17,364      18,076   
 

 

The accompanying notes are an integral part of the financial statements.

 

13


PEMBERWICK FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
     Value($)     
          Value($)       

COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued)

   

Federal Home Loan Mortgage Corporation REMICS — (Continued)

   

Series 2564, Class HJ

     

5.00%, 02/15/2018

     11,804         12,308   

Series 2617, Class TK

     

4.50%, 05/15/2018

     43,843         45,532   

Series 2617, Class GR

     

4.50%, 05/15/2018

     23,728         24,644   

Series 2611, Class UH

     

4.50%, 05/15/2018

     21,943         22,979   

Series 2627, Class MC

     

4.50%, 06/15/2018

     38,313         39,862   

Series 2649, Class KA

     

4.50%, 07/15/2018

     30,922         32,232   

Series 2693, Class PE

     

4.50%, 10/15/2018

     37,265         39,024   

Series 2746, Class EG

     

4.50%, 02/15/2019

     41,077         43,017   

Series 2780, Class JG

     

4.50%, 04/15/2019

     2,300         2,345   

Series 2814, Class GB

     

5.00%, 06/15/2019

     7,048         7,343   

Series 2924, Class EH

     

5.25%, 03/15/2024

     3,261         3,274   

Series 2989, Class TG

     

5.00%, 06/15/2025

     57,013         61,918   

Series 3002, Class YD

     

4.50%, 07/15/2025

     22,446         24,310   

Series 2526, Class FI

     

1.18%, 02/15/2032(a)

     105,936         108,609   

Series 2691, Class ME

     

4.50%, 04/15/2032

     3,434         3,441   

Series 2760, Class PD

     

5.00%, 12/15/2032

     3,083         3,091   
     Par
     Value($)     
          Value($)       

COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued)

   

Federal Home Loan Mortgage Corporation REMICS — (Continued)

   

Series 2655, Class QA

     

5.00%, 02/15/2033

     1,147         1,157   

Series 2827, Class TE

     

5.00%, 04/15/2033

     40,263         40,812   

Series 3067, Class PK

     

5.50%, 05/15/2034

     3,016         3,022   

Series 2881, Class AE

     

5.00%, 08/15/2034

     26,755         28,484   

Series 2933, Class HD

     

5.50%, 02/15/2035

     36,928         40,970   

Series 4305, Class KA

     

3.00%, 03/15/2038

     143,937         150,561   

Series 3843, Class GH

     

3.75%, 10/15/2039

     101,290         106,169   

Series 3786, Class NA

     

4.50%, 07/15/2040

     145,381         158,147   

Series 4305, Class A

     

3.50%, 06/15/2048

     154,269         163,104   
     

 

 

 
          1,184,431   
     

 

 

 

Federal National Mortgage Association REMICS — 0.8%

  

Series 2003-92, Class PE

4.50%, 09/25/2018

  34,225      35,820   

Series 2003-80, Class YE

4.00%, 06/25/2023

  12,656      12,961   

Series 2005-40, Class YG

5.00%, 05/25/2025

  51,981      56,337   

Series 2011-122, Class A

3.00%, 12/25/2025

  142,010      147,156   

Series 2007-27, Class MQ

5.50%, 04/25/2027

  14,268      16,134   
 

 

The accompanying notes are an integral part of the financial statements.

 

14


PEMBERWICK FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
     Value($)     
          Value($)       

COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued)

   

Federal National Mortgage Association REMICS — (Continued)

   

Series 2005-12, Class JE

     

5.00%, 09/25/2033

     26,785         27,166   

Series 2005-16, Class PE

     

5.00%, 03/25/2034

     13,813         14,232   

Series 2005-48, Class AR

     

5.50%, 02/25/2035

     40,629         43,657   

Series 2005-62, Class CQ

     

4.75%, 07/25/2035

     19,084         20,318   

Series 2005-64, Class PL

     

5.50%, 07/25/2035

     84,443         95,248   

Series 2005-68, Class PG

     

5.50%, 08/25/2035

     56,151         62,539   

Series 2010-64, Class EH

     

5.00%, 10/25/2035

     18,337         18,668   

Series 2005-83, Class LA

     

5.50%, 10/25/2035

     32,322         36,289   

Series 2006-57, Class AD

     

5.75%, 06/25/2036

     207,085         224,625   

Series 2014-23, Class PA

     

3.50%, 08/25/2036

     163,447         170,881   

Series 2007-39, Class NA

     

4.25%, 01/25/2037

     13,582         14,052   

Series 2013-83, Class CA

     

3.50%, 10/25/2037

     140,398         149,664   

Series 2009-47, Class PA

     

4.50%, 07/25/2039

     30,850         33,063   

Series 2011-113, Class NE

     

4.00%, 03/25/2040

     120,914         126,315   
     

 

 

 
        1,305,125   
     

 

 

 

Government National Mortgage Association — 0.3%

  

Series 2013-88, Class WA

4.99%, 06/20/2030(a)

  113,833      124,012   
     Par
     Value($)     
          Value($)       

COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued)

   

Government National Mortgage Association — (Continued)

  

Series 2002-22, Class GF

     

6.50%, 03/20/2032

     55,591         66,309   

Series 2002-51, Class D

     

6.00%, 07/20/2032

     68,324         78,419   

Series 2008-50, Class NA

     

5.50%, 03/16/2037

     24,164         25,730   

Series 2007-11, Class PE

     

5.50%, 03/20/2037

     41,337         47,072   

Series 2013-113, Class UB

     

3.00%, 11/20/2038

     115,088         118,444   
     

 

 

 
          459,986   
     

 

 

 

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $2,909,804)

  2,949,542   
     

 

 

 

U.S. GOVERNMENT AGENCY OBLIGATIONS — 3.8%

  

Federal Home Loan Bank — 0.4%

  

3.13%, 03/11/2016

  165,000      168,997   

0.50%, 09/28/2016

  305,000      305,077   

4.75%, 12/16/2016

  170,000      181,468   
     

 

 

 
  655,542   
     

 

 

 

Federal Home Loan Mortgage Corporation — 1.5%

  

5.25%, 04/18/2016

  400,000      418,877   

2.50%, 05/27/2016

  580,000      593,168   

2.00%, 08/25/2016

  730,000      744,723   

1.00%, 03/08/2017

  140,000      140,912   

1.25%, 05/12/2017

  95,000      96,050   

1.00%, 07/28/2017

  150,000      150,890   
 

 

The accompanying notes are an integral part of the financial statements.

 

15


PEMBERWICK FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
     Value($)     
          Value($)       

U.S. GOVERNMENT AGENCY OBLIGATIONS — (Continued)

   

Federal Home Loan Mortgage Corporation — (Continued)

  

5.50%, 04/01/2021

     

Gold Pool #G11941

     46,421         50,565   

5.50%, 11/01/2021

     

Gold Pool #G12454

     22,599         24,555   

5.50%, 04/01/2023

     

Gold Pool #G13145

     38,189         41,939   

4.00%, 02/01/2026

     

Gold Pool #J14494

     90,528         97,320   

4.00%, 06/01/2026

     

Gold Pool #J15974

     34,585         37,153   

4.50%, 06/01/2029

     

Gold Pool #C91251

     29,717         32,335   

4.50%, 12/01/2029

     

Gold Pool #C91281

     53,656         58,409   

4.50%, 04/01/2030

     

Gold Pool #C91295

     30,945         33,688   
     

 

 

 
  2,520,584   
     

 

 

 

Federal National Mortgage Association — 1.9%

  

2.38%, 07/28/2015

  350,000      351,935   

1.63%, 10/26/2015

  500,000      503,706   

1.50%, 10/28/2015

  150,000      151,003   

2.25%, 03/15/2016

  500,000      508,549   

5.00%, 03/15/2016

  35,000      36,434   

5.25%, 09/15/2016

  295,000      314,228   

5.00%, 02/13/2017

  200,000      215,479   

1.13%, 04/27/2017

  205,000      207,004   

5.38%, 06/12/2017

  550,000      603,357   

6.00%, 09/01/2019

Pool #735439

  7,207      7,521   
     Par
     Value($)     
          Value($)       

U.S. GOVERNMENT AGENCY OBLIGATIONS — (Continued)

   

Federal National Mortgage Association — (Continued)

  

5.50%, 06/01/2020

     

Pool #888601

     11,679         12,250   

5.00%, 05/01/2023

     

Pool #254762

     23,387         26,019   

5.50%, 01/01/2024

     

Pool #AD0471

     22,126         24,198   

5.00%, 12/01/2025

     

Pool #256045

     47,522         52,877   

5.50%, 05/01/2028

     

Pool #257204

     37,439         42,334   

4.00%, 08/01/2029

     

Pool #MA0142

     46,967         50,556   

5.50%, 04/01/2037

     

Pool #AD0249

     51,835         59,015   

7.00%, 04/01/2037

     

Pool #888366

     14,385         16,908   

5.00%, 10/01/2039

     

Pool #AC3237

     104,149         117,088   
     

 

 

 
  3,300,461   
     

 

 

 

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $6,412,221)

  6,476,587   
     

 

 

 

U.S. TREASURY OBLIGATIONS — 25.2%

  

U.S. Treasury Notes — 25.2%

0.25%, 08/15/2015

  500,000      500,332   

0.25%, 09/15/2015

  500,000      500,410   

0.25%, 09/30/2015

  300,000      300,211   

0.25%, 10/31/2015

  750,000      750,586   

0.38%, 11/15/2015

  900,000      901,300   
 

 

The accompanying notes are an integral part of the financial statements.

 

16


PEMBERWICK FUND

Portfolio of Investments (Continued)

April 30, 2015

 

     Par
     Value($)     
          Value($)       

U.S. TREASURY OBLIGATIONS — (Continued)

  

U.S. Treasury Notes — (Continued)

  

0.38%, 03/31/2016

     500,000         500,625   

0.50%, 07/31/2017

     490,000         487,971   

0.63%, 05/31/2017

     890,000         889,861   

0.63%, 08/31/2017

     1,105,000         1,102,670   

0.63%, 09/30/2017

     720,000         717,862   

0.63%, 11/30/2017

     1,100,000         1,094,843   

0.63%, 04/30/2018

     1,840,000         1,823,469   

0.75%, 06/30/2017

     500,000         500,976   

0.75%, 10/31/2017

     1,405,000         1,404,012   

0.75%, 12/31/2017

     1,520,000         1,516,674   

0.75%, 02/28/2018

     450,000         448,242   

0.75%, 03/31/2018

     525,000         522,662   

0.88%, 11/30/2016

     300,000         301,898   

0.88%, 12/31/2016

     410,000         412,690   

0.88%, 01/31/2017

     2,130,000         2,142,980   

0.88%, 02/28/2017

     400,000         402,406   

0.88%, 04/30/2017

     675,000         678,586   

0.88%, 01/31/2018

     920,000         920,575   

1.00%, 08/31/2016

     720,000         725,625   

1.00%, 09/30/2016

     790,000         796,480   

1.00%, 10/31/2016

     1,220,000         1,230,103   

1.00%, 03/31/2017

     1,170,000         1,179,324   

1.00%, 05/31/2018

     1,115,000         1,116,307   

1.00%, 06/30/2019

     575,000         568,397   

1.00%, 08/31/2019

     240,000         236,606   

1.00%, 09/30/2019

     440,000         433,331   

1.25%, 08/31/2015

     270,000         271,086   

1.25%, 09/30/2015

     1,400,000         1,406,891   

1.25%, 10/31/2015

     100,000         100,582   

1.25%, 10/31/2018

     1,065,000         1,070,408   

1.25%, 11/30/2018

     200,000         200,875   
     Par
     Value($)     
          Value($)       

U.S. TREASURY OBLIGATIONS — (Continued)

  

U.S. Treasury Notes — (Continued)

  

1.25%, 01/31/2019

     945,000         947,584   

1.38%, 11/30/2015

     320,000         322,338   

1.38%, 06/30/2018

     505,000         510,997   

1.38%, 12/31/2018

     220,000         221,736   

1.38%, 02/28/2019

     450,000         452,883   

1.38%, 02/29/2020

     200,000         199,547   

1.50%, 06/30/2016

     1,390,000         1,408,787   

1.50%, 07/31/2016

     1,050,000         1,064,848   

1.50%, 12/31/2018

     180,000         182,222   

1.50%, 05/31/2019

     230,000         232,102   

1.75%, 07/31/2015

     150,000         150,633   

1.75%, 05/31/2016

     1,165,000         1,183,112   

1.88%, 06/30/2015

     175,000         175,533   

1.88%, 09/30/2017

     280,000         287,656   

1.88%, 10/31/2017

     275,000         282,520   

2.00%, 01/31/2016

     250,000         253,360   

2.00%, 04/30/2016

     1,635,000         1,662,846   

2.13%, 12/31/2015

     400,000         405,188   

2.13%, 02/29/2016

     515,000         523,127   

2.25%, 07/31/2018

     180,000         187,116   

2.38%, 03/31/2016

     770,000         784,919   

2.38%, 07/31/2017

     300,000         311,367   

2.63%, 04/30/2016

     250,000         255,820   

3.00%, 09/30/2016

     380,000         393,745   

3.13%, 10/31/2016

     330,000         343,149   

3.13%, 01/31/2017

     90,000         94,099   

3.13%, 04/30/2017

     200,000         210,016   

3.25%, 12/31/2016

     200,000         209,125   

4.25%, 08/15/2015

     1,400,000         1,417,227   
 

 

The accompanying notes are an integral part of the financial statements.

 

17


PEMBERWICK FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Par
     Value($)     
       Value($)       

U.S. TREASURY OBLIGATIONS — (Continued)

  

U.S. Treasury Notes — (Continued)

  

TOTAL U.S. TREASURY
OBLIGATIONS
(Cost $42,635,789)

        42,831,458   
 

 

 

 

TOTAL INVESTMENTS - 95.3%

  

(Cost $160,715,653)

  161,921,725   

OTHER ASSETS IN EXCESS
OF LIABILITIES - 4.7%

  8,057,965   
    

 

 

 

NET ASSETS - 100.0%

$ 169,979,690   
    

 

 

 

 

(a)  Variable or Floating Rate Security. Rate shown is as of April 30, 2015.
(b)  Multi-Step Coupon. Rate disclosed is as of April 30, 2015.

 

PLC

Public Limited Company

REMICS

Real Estate Mortgage Investment Conduit

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

18


PEMBERWICK FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $160,715,653)

$ 161,921,725   

Cash

  8,991,675   

Dividends and interest receivable

  773,328   

Prepaid expenses and other assets

  6,389   
  

 

 

 

Total assets

  171,693,117   
  

 

 

 

Liabilities

Payable for investments purchased

  1,034,431   

Payable for capital shares redeemed

  571,511   

Payable for administration and accounting fees

  31,950   

Payable to Investment Adviser

  21,205   

Payable for custodian fees

  3,454   

Payable for transfer agent fees

  2,924   

Payable for distributions to shareholders

  2,332   

Accrued expenses

  45,620   
  

 

 

 

Total liabilities

  1,713,427   
  

 

 

 

Net Assets

$ 169,979,690   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

$ 168,885   

Paid-in capital

  169,599,727   

Accumulated net investment income loss

  (573

Accumulated net realized loss from investments

  (994,421

Net unrealized appreciation on investments

  1,206,072   
  

 

 

 

Net Assets

$ 169,979,690   
  

 

 

 

Shares Outstanding

  16,888,468   
  

 

 

 

Net asset value, offering and redemption price per share ($169,979,690 / 16,888,468 shares)

$ 10.06   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

19


PEMBERWICK FUND

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Interest

$ 2,243,372   
  

 

 

 

Total investment income

  2,243,372   
  

 

 

 

Expenses

Advisory fees (Note 2)

  857,487   

Administration and accounting fees (Note 2)

  195,175   

Legal fees

  50,545   

Transfer agent fees (Note 2)

  49,709   

Trustees’ and officers’ fees (Note 2)

  32,033   

Audit fees

  26,926   

Custodian fees (Note 2)

  25,509   

Printing and shareholder reporting fees

  16,050   

Registration and filing fees

  6,731   

Other expenses

  15,561   
  

 

 

 

Total expenses before waivers

  1,275,726   
  

 

 

 

Less: waivers (Note 2)

  (600,241
  

 

 

 

Net expenses after waivers

  675,485   
  

 

 

 

Net investment income

  1,567,887   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

Net realized gain from investments

  100,557   

Net change in unrealized appreciation/(depreciation) on investments

  (346,071
  

 

 

 

Net realized and unrealized loss on investments

  (245,514
  

 

 

 

Net increase in net assets resulting from operations

$ 1,322,373   
  

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

20


PEMBERWICK FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
 

Increase/(Decrease) in net assets from operations:

Net investment income

$ 1,567,887    $ 1,475,312   

Net realized gain from investments

  100,557      66,827   

Net change in unrealized appreciation/(depreciation) on investments

  (346,071   (400,800
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  1,322,373      1,141,339   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income

  (1,629,122   (1,576,711
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (1,629,122   (1,576,711
  

 

 

   

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  2,398,597      48,529,729   
  

 

 

   

 

 

 

Total increase in net assets

  2,091,848      48,094,357   
  

 

 

   

 

 

 

Net assets

Beginning of year

  167,887,842      119,793,485   
  

 

 

   

 

 

 

End of year

$ 169,979,690    $ 167,887,842   
  

 

 

   

 

 

 

Accumulated net investment income/(loss), end of year

$ (573 $ 78   
  

 

 

   

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

21


PEMBERWICK FUND

Financial Highlights

 

 

Contained below is per share operating performance data, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

     For the
Year
Ended
April 30, 2015
   For the
Year
Ended
April 30, 2014
   For the
Year
Ended
April 30, 2013
   For the
Year
Ended
April 30, 2012
   For the
Year
Ended
April 30, 2011

Per Share Operating Performance

                                       

Net asset value, beginning of year

      $     10.08            $ 10.12            $ 10.03            $ 10.16            $ 10.00     
     

 

 

         

 

 

         

 

 

         

 

 

         

 

 

   

Net investment income(1)

        0.09              0.10              0.11              0.13              0.13     

Net realized and unrealized gain/(loss) on investments

        (0.02           (0.03           0.11              (0.12 )(2)            0.17     
     

 

 

         

 

 

         

 

 

         

 

 

         

 

 

   

Net increase in net assets resulting from operations

        0.07              0.07              0.22              0.01              0.30     
     

 

 

         

 

 

         

 

 

         

 

 

         

 

 

   

Dividends and distributions to shareholders from:

                                       

Net investment income

        (0.09           (0.11           (0.13           (0.14           (0.14  

Tax return of capital

                                                            (3)   
     

 

 

         

 

 

         

 

 

         

 

 

         

 

 

   

Total dividends and distributions to shareholders

        (0.09           (0.11           (0.13           (0.14           (0.14  
     

 

 

         

 

 

         

 

 

         

 

 

         

 

 

   

Net asset value, end of year

      $     10.06            $ 10.08            $ 10.12            $ 10.03            $ 10.16     
     

 

 

         

 

 

         

 

 

         

 

 

         

 

 

   

Total investment return(4)

        0.74           0.68           2.19           0.12           3.01  

Ratios/Supplemental Data

                                       

Net assets, end of year (000’s omitted)

      $ 169,980            $ 167,888            $ 119,793            $ 119,521            $ 162,714     

Ratio of expenses to average net assets

        0.39           0.41           0.45           0.45           0.42  

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

        0.74           0.76           0.80           0.80           0.77  

Ratio of net investment income to average net assets .

        0.91           1.00           1.10           1.07           1.31  

Portfolio turnover rate

        35.46           35.29           27.96           23.14           22.46  

 

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Includes payments by affiliate which equaled $0.03 per share.

(3) 

Amount is less than $0.005 per share.

(4) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any.

(5)

During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).

 

The accompanying notes are an integral part of the financial statements.

 

22


PEMBERWICK FUND

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Pemberwick Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on February 1, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers one class of shares and is not subject to a front-end sales charge.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m., Eastern time) on each day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers National Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system, but not listed on the National Market System, shall be value at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and asked prices for such securities in the over-the-counter market. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

23


PEMBERWICK FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Fair Value Measurements — The inputs and valuations techniques used to measure fair value of the Fund’s net assets are summarized into three levels as described in the hierarchy below:

 

  Level 1 —

quoted prices in active markets for identical securities;

  Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

  Level 3 —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

 

 

The fair value of a Fund’s bonds are generally based on quotes received from brokers or independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s assets carried at fair value:

 

     Total
Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Corporate Bonds and Notes

   $ 109,624,026       $             —        $ 109,624,026       $             —    

Government Bonds

     40,112         —          40,112         —    

Collateralized Mortgage Obligations

     2,949,542         —          2,949,542         —    

U.S. Government Agency Obligations

     6,476,587         —          6,476,587         —    

U.S. Treasury Obligations

     42,831,458         —          42,831,458         —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments*

$ 161,921,725    $ —     $ 161,921,725    $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* Please refer to Portfolio of Investments for details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

 

24


PEMBERWICK FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

 

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Funds to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Funds had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Funds had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Gains and losses on principal paydowns from mortgage backed securities are recorded as interest income on the Statement of Operations. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to such fund.

 

25


PEMBERWICK FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

 

Dividends and Distributions to Shareholders — Dividends from net investment income are declared daily and paid monthly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Affiliates and Related Parties

Pemberwick Investment Advisors LLC (“Pemberwick” or the “Advisor”) serves as the investment advisor to the Fund pursuant to an investment advisory agreement with the Trust (“Advisory Agreement”). For its services, the Advisor earns a monthly fee at the annual rate of 0.50% of the Fund’s average daily net assets. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Fund expenses; however; the Advisor is not required to do so. For the year ended April 30, 2015, the Advisor earned fees of $857,487 and waived fees of 0.35% of the Fund’s average daily net assets totaling $600,241.

Pemberwick has retained the services of J.P. Morgan Investment Management Inc. (“Sub-Advisor”) as the sub-advisor to the Fund. The Sub-Advisor provides certain investment services, information, advice, assistance and facilities and performs research, statistical and investment services pursuant to a sub-advisory agreement between the Advisor and the Sub-Advisor. The Sub-Advisor is compensated by the Advisor and not the Fund.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

 

26


PEMBERWICK FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

 

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $11,730. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

U.S. Government Securities

   $ 17,609,317       $ 17,799,350   

Other Securities

     44,029,299         38,616,017   

4. Capital Share Transactions

For the years ended April 30, 2015 and April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Year Ended
April 30, 2015
    For the Year Ended
April 30, 2014
 
    

 

Shares

   

 

Value

   

 

Shares

   

 

Value

 

Sales

     6,348,311      $ 63,908,851        6,580,582      $ 66,280,642   

Reinvestments

     161,124        1,622,818        156,427        1,576,150   

Redemptions

     (6,271,648     (63,133,072     (1,918,126     (19,327,063
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

 

 

 

237,787

 

  

 

$

 

2,398,597

 

  

 

 

 

4,818,883

 

  

 

$

 

48,529,729

 

  

  

 

 

   

 

 

   

 

 

   

 

 

 

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based

 

27


PEMBERWICK FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

 

on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state, and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, these adjustments were to increase undistributed net investment income/(loss) by $60,584 and decrease accumulated net realized gain/(loss) by $60,584, attributable to paydown treatment. Net investment income, net realized losses and net assets were not affected by these adjustments.

For the year ended April 30, 2015, the tax characters of distributions paid by the Fund was $1,627,258 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes. For the year ended April 30, 2014, the tax characters of distributions paid by the Fund was $1,576,243 of ordinary income dividends.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss

Carryforward

 

Undistributed

Ordinary

Income

 

Unrealized

Appreciation

 

Qualified

Late-Year

Losses

 

Other

Temporary

Differences

 $(987,225)

  $1,759   $1,198,876   $—   $(2,332)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

Federal tax cost

$  160,722,849   
    

 

 

 

Gross unrealized appreciation

$ 1,225,888   

Gross unrealized depreciation

  (27,012
    

 

 

 

Net unrealized appreciation

$ 1,198,876   
    

 

 

 

Pursuant to the federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the fiscal year ended April 30, 2015, the Fund had no loss deferrals.

 

28


PEMBERWICK FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

 

Accumulated capital losses represent net capital loss carryovers as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.

As of April 30, 2015, the Fund had pre-enactment capital loss carryforwards of $20,817. If not utilized against future capital gains, $10,862 and $9,955 of this capital loss carryforward will expire in 2018 and 2019, respectively. In addition, the Fund had post-enactment capital loss carryforwards of $966,408, of which $190,861 are short-term losses and $775,547 are long-term losses and have an unlimited period of capital loss carryforward.

6. Significant Risks

Mortgage-Related And Other Asset-Backed Securities Risk — Mortgage-related and asset-backed securities are subject to certain other risks. The value of these securities will be influenced by the factors affecting the housing market and the assets underlying such securities. As a result, during periods of declining asset value, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid.

Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.

 

29


PEMBERWICK FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

 

7. Subsequent Event

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

30


PEMBERWICK FUND

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of FundVantage Trust and Shareholders of the

Pemberwick Fund:

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Pemberwick Fund (the “Fund”) at April 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

June 26, 2015

 

31


PEMBERWICK FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Fund paid $1,627,258 of ordinary income dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 100%.

A total of 21.37% of the dividends distributed during the fiscal year was derived from interest on U.S. government securities, which is generally exempt from state income tax.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

32


PEMBERWICK FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 447-4785 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At an in-person meeting held on December 16-17, 2014, the Board of Trustees (“Board” or “Trustees”) of FundVantage Trust (“Trust”), including a majority of the Trustees who are not “interested persons” as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Pemberwick Investment Advisors LLC (the “Adviser” or “Pemberwick”) and the Trust on behalf of the Pemberwick Fund (the “Fund”) (the “Advisory Agreement”), and the continuation of the sub-advisory agreement between the Adviser and J.P. Morgan Investment Management Inc. (“JPMIM” or the “Sub-Adviser”), on behalf of the Fund (the “Sub-Advisory Agreement,” and together with the Advisory Agreement, the “Agreements”). In determining whether to continue the Agreements, the Trustees considered information provided by the Adviser and Sub-Adviser in accordance with Section 15(c) of the 1940 Act. The Trustees considered information that the Adviser and the Sub-Adviser provided regarding (i) services performed for the Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Fund, (iv) investment performance, (v) the capitalization and financial condition of the Adviser and the Sub-Adviser, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on the Adviser’s and the Sub-Adviser’s ability to service the Fund, and (x) compliance with the Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies), federal securities laws and other regulatory requirements. The Adviser and the Sub-Adviser also provided their most recent Form ADVs for the Trustees’ review and consideration.

 

33


PEMBERWICK FUND

Other Information

(Unaudited)

 

 

The Trustees noted the reports provided at Board meetings throughout the year covering matters such as the relative performance of the Fund; compliance with the investment objectives, policies, strategies and limitations for the Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to fair value pricing procedures as established by the Board. The Trustees also received and reviewed a memorandum from legal counsel regarding the legal standards applicable to their review of the Advisory Agreement and Sub-Advisory Agreement, respectively.

Representatives from Pemberwick and JPMIM attended the meeting both in person and via teleconference and discussed Pemberwick’s and JPMIM’s history, performance and investment strategy in connection with the proposed continuation of the Agreements and answered questions from the Board.

The Trustees considered the investment performance for the Fund, the Adviser and the Sub-Adviser. The Trustees reviewed the historical performance charts for the Fund, the portion of the Pemberwick Fund that is sub-advised by JPMIM (“JPMIM Portfolio”), and the Fund’s benchmark, the Barclay’s 1-3 Year U.S. Government/Credit Bond Index for the one-year, three-year and (if available) since inception periods ended October 31,2014. The Trustees also received historical performance information for the JPMIM Portfolio as compared to the Fund’s benchmark and the Lipper Short U.S. Government Funds average as of October 31, 2014. Relative to its benchmark, the Fund outperformed for the three-year period ended October 31, 2014 and was in line with the benchmark for the one-year and since inception periods ended October 31, 2014. The Trustees also reviewed a historical performance chart for the Fund, as compared to the Lipper Short Investment Grade Bond Fund category, the Fund’s applicable Lipper peer group, for the year-to-date, two-year, three-year, and since inception periods ended September 30, 2014. The Trustees noted that the Fund underperformed the median of the Lipper Short Investment Grade Bond Fund category for the year-to-date and since inception periods.

The Trustees also considered that the JPMIM Portfolio underperformed the Fund’s benchmark for the one-year and three-year periods ended October 31, 2014. The Trustees further noted that the JPMIM Portfolio outperformed the Lipper Short U.S. Government Funds average for the three year period ended October 31, 2014 and underperformed for the one year period. They concluded that the performance of the Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.

The Adviser and the Sub-Adviser provided information regarding their advisory fees and an analysis of these fees in relation to the delivery of services to the Fund and any other ancillary benefit resulting from Pemberwick’s and JPMIM’s relationship with the Fund. The Trustees also considered the fees that JPMIM charges to its separately managed accounts and evaluated the explanations provided by the Sub-Adviser as to differences in fees charged to the JPMIM Portfolio and such accounts. The Trustees noted that the net total expenses of the Fund was lower than the median of the net total expenses of funds with a similar share class in the expense universe of the combined Lipper Intermediate Investment Grade Fund and Lipper Short Investment Grade Fund categories with $250 million or less in assets.

 

34


PEMBERWICK FUND

Other Information

(Unaudited)

 

 

Further, the gross advisory fee was higher than the median of the gross advisory fee of funds in the expense universe of the combined Lipper Intermediate Investment Grade Fund and Lipper Short Investment Grade Fund categories with $250 million or less in assets. The Trustees concluded that the advisory fees and services provided by the Adviser and the Sub-Adviser are sufficiently consistent with those of other advisers and sub-advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Fund based on the information provided at the Meeting.

The Board considered the level and depth of knowledge of the Adviser and the Sub-Adviser, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by the Adviser and the Sub-Adviser, the Board took into account its familiarity with Pemberwick’s and JPMIM’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Adviser’s and the Sub-Adviser’s compliance policies and procedures and reports regarding their compliance operations by the Trust’s Chief Compliance Officer. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Fund’s investments on the one hand, and the investments of other accounts, on the other.

The Trustees reviewed the services provided to the Fund by the Adviser and the Sub-Adviser and concluded that the nature, extent and quality of the services provided by the Adviser and the Sub-Adviser to the Fund were appropriate and consistent with the terms of the Agreements, that the quality of the services appeared to be consistent with industry norms and that the Fund was likely to benefit from the continued receipt of those services. They also concluded that the Adviser and the Sub-Adviser had sufficient personnel, with the appropriate education and experience, to serve the Fund effectively and had demonstrated their ability to attract and retain qualified personnel.

The Trustees considered the costs of the services provided by the Adviser and the Sub-Adviser, the compensation and benefits received by the Adviser and the Sub-Adviser in providing services to the Fund, as well as the Adviser’s and the Sub-Adviser’s profitability. The Trustees were provided with the most recent financial statements for Pemberwick and the most recent audited financial statements for JPMIM. The Trustees noted that Pemberwick’s and JPMIM’s levels of profitability are appropriate factors to consider, and the Trustees should be satisfied that the Adviser’s and Sub-Adviser’s profits are sufficient to continue as a healthy concern generally and as investment advisers of the Fund specifically. The Trustees concluded that the Adviser’s and Sub-Adviser’s contractual advisory fee and sub-advisory fee levels were reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the Fund.

The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Fund grows and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Fund for the benefit of fund shareholders, but that Pemberwick’s advisory fee did not currently include breakpoint reductions. The Trustees noted that JPMIM’s fee included breakpoints but that the Sub-Adviser’s fee was paid by the Adviser and not the Fund so that any fee reduction accrued to the Adviser’s benefit.

 

35


PEMBERWICK FUND

Other Information

(Unaudited) (Concluded)

 

 

In voting to approve the continuation of the Agreements, the Board considered all factors it deemed relevant and the information presented to the Board by Pemberwick and JPMIM. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Advisory Agreement and Sub-Advisory Agreement would be in the best interests of the Fund and its shareholders. As a result, the Board, including a majority of the Independent Trustees, unanimously approved the continuation of the Agreements for an additional one year period.

 

36


PEMBERWICK FUND

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 447-4785.

 

37


PEMBERWICK FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”) within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request by calling (888) 447-4785.

 

Name

and Date of Birth

     Position(s) Held  
with Trust
       Term of Office    
and Length  of
Time Served
  

Principal Occupation(s)

During Past Five Years

  

 

Number of
Funds in
  Trust Complex  
Overseen by
Trustee

 

   Other
Directorships
  Held by Trustee  

 

INDEPENDENT TRUSTEES

 

           

ROBERT J. CHRISTIAN

Date of Birth: 2/49

   Trustee and Chairman of the Board    Shall serve until death, resignation or removal. Trustee and Chairman since 2007.   

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

   38    Optimum Fund Trust (registered investment company) (6 portfolios).
           

IQBAL MANSUR

Date of Birth: 6/55

   Trustee   

Shall serve until death, resignation or removal. Trustee since 2007.

 

   University Professor, Widener University.    38    None

 

38


PEMBERWICK FUND

Fund Management (Continued)

(Unaudited)

 

 

Name

and Date of Birth

     Position(s) Held  
with Trust
       Term of Office    
and Length  of
Time Served
  

Principal Occupation(s)

During Past Five Years

  

 

Number of
Funds in
  Trust Complex  
Overseen by
Trustee

 

   Other
Directorships
  Held by Trustee  
           

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.   

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

   38    None
         

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.   

Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.

 

   38    Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

INTERESTED TRUSTEE1

 

           

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.   

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

   38    None

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

39


PEMBERWICK FUND

Fund Management (Concluded)

(Unaudited)

 

 

Name

and Date of Birth

   Position(s) Held
with Trust
  

 

Term of Office

and Length of

Time Served

 

  

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

       

JOEL L. WEISS

Date of Birth: 1/63

   President and Chief Executive Officer    Shall serve until death, resignation or removal. Officer since 2007.   

Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

 

     

JAMES G. SHAW

Date of Birth: 10/60

   Treasurer and Chief Financial Officer    Shall serve until death, resignation or removal. Officer since 2007.   

Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

 

       

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

   Secretary    Shall serve until death, resignation or removal. Officer since 2012.   

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

     

DAVID C. LEBISKY

Date of Birth: 5/72

   Chief Compliance Officer    Shall serve until death, resignation or removal. Officer since 2015.   

Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

 

40


 

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Investment Adviser

Pemberwick Investment Advisors LLC

340 Pemberwick Road

Greenwich, CT 06831

Sub-Advisor

J.P. Morgan Investment Management Inc.

245 Park Ave.

New York, NY 10167

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassat Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

PEMBERWICK FUND

of

FundVantage Trust

 

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the Pemberwick Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Pemberwick Fund.

 


POLEN GROWTH FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Dear Shareholders,

The Polen Growth Fund (the “Fund”) had a strong fiscal year ending April 30, 2015 in both absolute and relative terms. The Fund’s Institutional Class returned 19.17% versus the Standard & Poor’s composite stock index (“S&P 500”) at 12.98% and the Russell 1000 Growth Index (“Russell”) at 16.67%. We saw broad-based strength with 14 out of the 25 companies that we owned during the year posting double-digit absolute returns. In fact, nearly half of our holdings achieved a greater than 20% return during the year. While strong equity markets were no doubt a positive backdrop for performance, as they have been for the past six years, we continue to be pleased that the Fund’s return has closely tracked the underlying earnings growth of the companies in the portfolio (more on this below).

The largest contributors to our return this past year were Allergan, Nike, Visa and Apple. Each of these companies contributed over 200 bps (two percentage points) to our return for the fiscal year and each is a multi-year holding. Allergan was acquired by Actavis plc in a friendly transaction early in 2015 after a hostile battle with Valeant Pharmaceuticals that lasted many months. We owned Allergan for the entire 4 12-year history of the Fund and since 2008 in separately managed accounts. Allergan was a unique and special company that compounded earnings growth and returns at an exceptional pace even before suitors came along. Those that were along for the entire ride with us received a nearly six-fold return on their Allergan shares in just over six years. Like all of our companies there were bumps in the road along the way, including in the middle of calendar 2013 when Allergan had a 30% share price decline due to product pipeline delays and the risk of competition for one of its largest drugs. Based on our in-depth research and analysis of the business, we maintained our position in Allergan because we felt that even if these issues impacted the company to their maximum degree (which we thought was unlikely and ultimately did not happen), we would still likely own a double-digit earnings growth company with large competitive advantages at an attractive valuation. Our patience and business-owner mentality kept us focused on what was important about Allergan and by the time we sold our shares the stock was nearly three times higher than where it bottomed in mid-2013.

Nike and Apple are unique consumer brand companies that invest substantially behind their brands. They also both lean heavily on design and consumer aspiration to preserve and grow their brands. Nike innovates to help elite athletes achieve their maximum performance; those same athletes then showcase the Nike brand as it is meant to be seen. This reinforces the power of the brand to the consumer. Nike far outspends its peers on demand creation (marketing) and innovation. It has the balance sheet and cash flow to sponsor the best athletes and teams globally, further distancing itself from peers. With respect to innovation, Nike has filed for more than 4,000 patents since 1976. This is nearly 4x those of all of its competitors combined. Nike is currently growing well above our long-term expectations and does not appear to be showing any signs of slowing down.

Apple is also an innovation company, even though it’s spending on research and development is very low for a technology business of its size. The company does not focus on making a lot of products but instead concentrates on making a small number of what many consider to be extremely useful and

 

1


POLEN GROWTH FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

beautiful products. It has also created an unmatched ecosystem that has turned a one-off product sale into a recurring business model (once you buy an iPhone, you are likely to continue buying iPhones whenever you need a replacement). Its superior balance sheet will also allow Apple to grow nearly as fast as the average U.S. company from share repurchases alone. Of course we expect Apple to grow revenue organically as well, making the company an attractive investment, especially considering its very low valuation.Visa operates in a large global duopoly with a strong secular tailwind of cash and check-based payments moving increasingly toward credit and debit cards over time. In the U.S. this dynamic has been well in motion for decades, but globally 85% of consumer spending is still done via cash and check. Visa will continue to benefit as this transition occurs, driving at least mid-teens earnings per share growth for many years by our estimation. We also own MasterCard in our Fund for similar reasons, making the combined position one of our largest weightings.

The detractors to the Fund’s performance were each small. We have sold three of them (Qualcomm, T. Rowe Price and eBay) and continue to hold and have increased our weightings in the other two (Fastenal and Celgene). Our sale of T. Rowe Price was mostly to fund purchases of more attractive holdings for the long term, but Qualcomm and eBay were sold for specific reasons. We sold Qualcomm due to increased regulatory pressure on the business, especially in China, that could spread to other areas of the world just as the company’s growth profile is already set to slow. We sold eBay due to our concern that management has been trying to maximize short-term earnings per share growth at the expense of the long-term health of the business. Celgene’s slight underperformance was not meaningful as we only recently initiated our position. Fastenal’s stock has been a significant underperformer for a couple of years as earnings growth has been a little slower than normal, but our long-term view of the business remains positive and unchanged. In fact, we have added to our Fastenal position a couple of times on stock price weakness.

In last year’s shareholder letter, we discussed our Fund’s performance since inception and tied it to the underlying earnings per share growth of the companies on a weighted average basis. We then did the same for the S&P 500 as a proxy for the U.S. stock market. We do this because we believe that earnings per share growth is the largest driver of equity market returns in the long run and is an even more important driver for our Fund. There have been and will be times when stock prices can become untethered from the underlying earnings growth, but over the long haul, the fundamentals of the underlying businesses prevail. We often refer to this as “investing gravity.” Last year, our look back since the Fund’s inception in September 2010 showed that earnings for our Fund grew at more than a 16% annualized rate while our total return was around 15%. At the same time, the S&P 500 had managed only 8.6% annualized earnings growth versus its 18% annualized return. We believe the zero interest rate policy that has been adopted across the globe following the 2008-2009 global financial crisis has provided a substantial boost to equities but has been far more helpful to those companies that employ financial leverage, which are typically the antithesis of what we look for. Instead, we target financially superior, competitively advantaged businesses with modest debt levels. We believe these cheap money policies have led to asset price inflation and P/E1 multiple expansion for the S&P 500 (and other broad market indices) that will not prove sustainable over the longer term.

 

2


POLEN GROWTH FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Now we fast forward to the end of April 2015 to see if investing gravity is at all apparent. Since the Fund’s inception through April 30, 2015, our earnings growth and returns are still very similar on a compound annual basis to what they were a year ago. Our annualized Earnings per Share (“EPS”) growth since inception has ticked down slightly from a little more than 16% last year to a little greater than 15% now, while our total annualized return since inception has ticked up slightly to 16.2%. The S&P 500 by contrast has seen a deterioration in both metrics. The index’s EPS growth has slowed from 8.6% annualized last year to just 6.5% now. At the same time, the S&P’s total return has also downshifted from 18% annualized last year to 14.8% now. The S&P 500’s return is still well outstripping the earnings growth of its constituents, but we are starting to see investing gravity take hold. Fundamentals are starting to matter more.

 

LOGO

EPS or Earnings per share serves as an indicator of a company’s profitability. EPS growth represents the underlying securities in the fund’s portfolio and does not represent the performance of the fund. Past performance is no guarantee of future results.

Our view remains that stocks should roughly track the underlying earnings growth, and as mentioned in the opening of this letter, we were pleased that our Fund’s return continues to track the underlying earnings growth of our holdings. In addition, the growth rate of our companies’ earnings are outpacing our mid-teens long-term target. As the fire power of central bank stimulus subsides, we expect to see a further separation in the performance of high-quality, cash rich companies versus their leveraged peers.

 

3


POLEN GROWTH FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Warren Buffett has been quoted as saying that “only when the tide goes out do you discover who has been swimming naked.” This quote addresses the difficulty many investors have in differentiating between great and just average or even bad companies during bull markets. The last few years have been a bull market with the extra boost from massive quantitative easing across the globe, flooding markets with cheap money. We believe this is the economic equivalent of the use of performance enhancing drugs in athletics. To make our own analogy, we would say it is only when the central bankers take away the juice that you discover which companies are truly great hitters like Ted Williams and which have been artificially outperforming like Sammy Sosa2. The ability for companies to refinance and deploy leverage at interest rates normally reserved for only the most creditworthy governments has led to low-return acquisitions and share buybacks. There are many investment decisions that can lead to earnings per share accretion when interest rates are close to zero, but over time the true returns on many of these “investments” will likely be poor. Our focus remains on owning the highest quality, consistent growth businesses at fair prices, and we will not lower our standards. The longer a bull market fueled by cheap money persists, the more cautious we typically get.

Thank you for your investment in the Polen Growth Fund.

Sincerely,

Dan Davidowitz

Damon Ficklin

This letter is intended to assist shareholders in understanding how the Fund performed during the period ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

 

1 

P/E, Multiple or Price-to-earnings ratio is used to measure the value of stocks by showing the relationship between a stock price and its company’s earnings (or profits) per share of stock.

 

2 

Apologies to Chicago Cubs fans.

 

4


POLEN GROWTH FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $100,000 Investment in Polen Growth Fund Institutional Class

vs Russell 1000® Growth Index and S&P 500® Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015   
      1 Year        3 Years     Since Inception*          

  Institutional Class

  19.17%       13.16%       16.16%                    

  S&P 500® Index

  12.98%       16.73%       16.71%**                 

  Russell 1000® Growth Index

  16.67%       16.60%       17.91%**                 

 

*

The Polen Growth Fund (the “Fund”) Institutional Class commenced operations on September 15, 2010.

 

**

Benchmark performance is from the commencement date of the Fund only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 678-6024. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

5


POLEN GROWTH FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in Polen Growth Fund Retail Class

vs Russell 1000® Growth Index and S&P 500® Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015   
      1 Year        3 Years     Since Inception*          

  Retail Class

  18.87%       12.91%       13.47%                    

  S&P 500® Index

  12.98%       16.73%       14.78%**                 

  Russell 1000® Growth Index

  16.67%       16.60%       15.41%**                 

 

*

The Retail Class commenced operations on December 30, 2010.

 

**

Benchmark performance is from the commencement date of the Fund only and is not the commencement date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 678-6024. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

6


POLEN GROWTH FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The Fund’s total annual gross and net operating expense ratios, as stated in the current prospectus dated September 1, 2014, are 1.27% and 1.00%, respectively, for the Institutional Class and 1.52% and 1.25%, respectively, for the Retail Class of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. Polen Capital Management, LLC (“PCM“or the “Adviser”), has contractually agreed to reduce its fees or reimburse the Fund’s operating expenses in order to limit the total annual operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) to 1.00% of average daily net assets of the Fund. Total returns would be lower had such fees and expenses not been waived and/or reimbursed. This agreement will terminate on August 31, 2015, unless the Board of Trustees of the FundVantage Trust (the “Trust”) approves an earlier termination.

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of the S&P 500® and the Russell 1000® Growth Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 1000® Growth Index is an unmanaged index that measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000® Growth Index companies with higher price-to-book ratios and higher forecasted growth values. It is impossible to invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.

 

7


POLEN GLOBAL GROWTH FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Shareholders,

We launched the Polen Global Growth Fund just a few months ago, on 30th December, 2014. Given our very long-term approach to investing, there is relatively little activity to report. Instead, in this inaugural letter, we would like to briefly explain our investment philosophy and our objectives for the Fund.

We take pride in Polen Capital’s independence. We are 100% controlled by employees. And we are quite literally a long way from Wall Street. While this suits us well, it is also fair to say that we have less to offer Wall Street than most investment firms. We prefer to do our own homework and prize the business-focused research our team of analysts generates in-house. We also prefer to make fewer and more careful decisions which typically results in low levels of trading activity. In fact we actively minimize our trading where possible as we seek to buy-and-hold great growth businesses and allow them to compound over many years.

In managing the Global strategy – effectively the second product in the firm’s 26-year history – we continue to draw on the insights and strengths that have served Polen well over many years. These strengths are reflected in a track record of investment performance that is provided on p. 8 of the Polen Growth Fund prospectus.

We share a common mission and investment philosophy with the Polen Growth Fund which invests primarily in the United States: we seek to preserve and grow our clients’ wealth over time. In other words, we maintain a strong, conservative bias to preserving wealth. With the same approach to identifying and investing in relatively few very high-quality businesses, we intend to ‘un-constrain’ a successful investment philosophy, and give it extra room to run across a much larger universe - the global universe consisting of more than 2,400 companies and $40 trillion of market capitalization. This is a very natural path for us to take, given an increasing population of best-of-breed companies growing up outside the United States. As we range across this expanded universe, we put into practice a few Polen principles which help us to keep things simple, transparent and predictable.

First, we think in terms of owning businesses, as a business owner would, instead of trading stocks. We then build the portfolio one business at a time, limiting the portfolio to approximately 25 – 40 holdings of the most durable, all-weather growth businesses we find. Given our universe we can afford to be highly selective and we typically own industry leaders, regardless of whether they are listed here in the United States or overseas. In building the portfolio, we have a strong bias to large and multi-national businesses that earn revenues across multiple countries. This is one aspect of the risk-management discipline we follow to reduce the effect of currency volatility, macroeconomic and political risks. We believe this will allow the revenue and earnings of businesses we hold to keep compounding.

Second, we expect to hold businesses we buy for a minimum of five years. Along with our exclusive focus on high-quality investing, portfolio concentration and high active share, this approach seems relatively rare among mutual funds. From our standpoint though, it frees us to think more objectively about what drives the success of a business over time and how to avoid paying the wrong price for our investment.

 

8


POLEN GLOBAL GROWTH FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

Third, we adhere to a few consistent criteria – six in total - to ensure the businesses we select are not only leaders within attractive industries, but remain competitively advantaged, with financial strength to prevail through challenging times and management teams that are clearly aligned well with our clients’ interests. I look forward to the opportunity to discuss these criteria in more detail in future letters.

At Polen, we believe our success will follow our clients’ success, and our clients’ best interests should remain at the heart of any decision we make. We also remain committed to investing for our clients the same way we invest for ourselves, families and loved ones. Thank you for your investment in Polen Global Growth Fund. We appreciate your business and your trust in our firm.

Sincerely,

Julian Pick, CFA

This letter is intended to assist shareholders in understanding how the Fund performed during the period ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

All mutual fund investing involves risk, including possible loss of principal. The Fund is new, with a limited operating history. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices.

 

9


POLEN GROWTH FUNDS

Funds Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014 (December 30, 2014 for Polen Global Growth Fund) through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your 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(s) and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, each hypothetical line of the accompanying 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.

 

10


POLEN GROWTH FUNDS

Funds Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

 

 

        Polen Growth Fund
        Beginning Account Value
November 1, 2014
  Ending Account Value
April 30, 2015
  Expenses Paid
During Period*

Institutional Class

             

Actual

      $ 1,000.00       $ 1,089.10       $ 5.18  

Hypothetical (5% return before expenses)

        1,000.00         1,019.84         5.01  

Retail Class

             

Actual

      $ 1,000.00       $ 1,088.20       $ 6.52  

Hypothetical (5% return before expenses)

        1,000.00         1,018.55         6.31  
        Polen Global Growth Fund
        Beginning Account Value
December 30, 2014
  Ending Account Value
April 30, 2015
  Expenses Paid
During Period**

Institutional Class

             

Actual

      $ 1,000.00       $ 1,029.00       $ 3.67  

Hypothetical (5% return before expenses)

        1,000.00         1,019.34         5.51  

 

*

Expenses are equal to an annualized expense ratio for the six month period ended April 30, 2015 of 1.00% for Institutional Class and 1.25% for Retail Class, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account values on the first line of each table are based on the actual six month total returns for the Fund of 8.91% and 8.82% for Institutional Class and Retail Class, respectively.

 

**

Expenses are equal to the annualized expense ratio for the period beginning December 30, 2014, commencement of operations, to April 30, 2015 of 1.10% for Institutional Class, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (122), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual total returns for the Fund since commencement of operations of 2.90% for Institutional Shares. Hypothetical expenses are as if the Institutional Class had been in existence from November 1, 2014, and are equal to the Institutional Class annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period (181), then divided by 365 to reflect the period.

 

11


POLEN GROWTH FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

    % of Net
Assets
                Value    

COMMON STOCKS:

Credit Services

  9.1 $ 36,993,093   

Internet Content & Information

  8.6      34,956,631   

Biotechnology

  8.1      32,909,289   

Information Technology Services

  7.9      32,225,417   

Industrial Distribution

  6.9      28,021,546   

Footwear & Accessories

  6.3      25,434,991   

Medical Devices

  6.1      24,782,338   

Restaurants

  5.8      23,358,824   

Software Infrastructure

  5.7      23,306,079   

Business Services

  5.7      23,107,779   

Leisure

  5.5      22,461,300   

Consumer Electronics

  4.8      19,619,265   

Apparel Stores

  4.8      19,428,089   

Packaged Foods

  3.7      15,088,164   

Specialty Retail

  3.6      14,766,914   

Software Application

  2.0      7,936,861   

Other Assets In Excess of Liabilities

  5.4      21,866,893   
    

 

 

   

 

 

    

NET ASSETS

 

 

 

100.0

 

 

$

 

406,263,473

 

  

    

 

 

   

 

 

    

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

12


POLEN GROWTH FUND

Portfolio of Investments

April 30, 2015

 

     Number
  of Shares  
     Value  

COMMON STOCKS — 94.6%

  

Apparel Stores — 4.8%

  

TJX Cos., Inc. (The)

     301,024       $     19,428,089   
     

 

 

 

Biotechnology — 8.1%

  

Celgene Corp.*

  125,690      13,582,061   

Regeneron Pharmaceuticals, Inc.*

  42,249      19,327,228   
     

 

 

 

 

 

 

32,909,289

 

  

     

 

 

 

 

Business Services — 5.7%

  

Automatic Data Processing, Inc.

  175,757      14,858,497   

FactSet Research Systems, Inc.

  52,413      8,249,282   
     

 

 

 

 

 

 

23,107,779

 

  

     

 

 

 

 

Consumer Electronics — 4.8%

  

Apple, Inc.

  156,766      19,619,265   
     

 

 

 

 

Credit Services — 9.1%

  

MasterCard, Inc., Class A

  90,830      8,193,774   

Visa, Inc., Class A

  436,023      28,799,319   
     

 

 

 

 

 

 

36,993,093

 

  

     

 

 

 

 

Footwear & Accessories — 6.3%

  

NIKE, Inc., Class B

  257,335      25,434,991   
     

 

 

 

 

Industrial Distribution — 6.9%

  

Fastenal Co.

  387,646      16,521,473   

WW Grainger, Inc.

  46,291      11,500,073   
     

 

 

 

 

 

 

28,021,546

 

  

     

 

 

 

 

Information Technology Services — 7.9%

  

Accenture PLC, Class A

  199,655      18,498,036   

Gartner, Inc.*

  165,430      13,727,381   
     

 

 

 

 

 

 

32,225,417

 

  

     

 

 

 

 

Internet Content & Information — 8.6%

  

Google, Inc., Class A*

  25,972      14,252,654   
    Number
  of Shares  
    Value  

COMMON STOCKS — (Continued)

  

Internet Content & Information — (Continued)

  

Google, Inc., Class C*

    38,531      $ 20,703,977   
   

 

 

 

 

 

 

 

 

34,956,631

 

 

  

   

 

 

 

Leisure — 5.5%

  

Priceline Group, Inc. (The)*

  18,146      22,461,300   
   

 

 

 

 

Medical Devices — 6.1%

  

Abbott Laboratories

  533,872      24,782,338   
   

 

 

 

 

Packaged Foods — 3.7%

  

Nestle SA, SP ADR

  194,385      15,088,164   
   

 

 

 

 

Restaurants — 5.8%

  

Starbucks Corp.

  471,134      23,358,824   
   

 

 

 

 

Software Application — 2.0%

  

Adobe Systems, Inc.*

  104,350      7,936,861   
   

 

 

 

 

Software Infrastructure — 5.7%

  

Oracle Corp.

  534,298      23,306,079   
   

 

 

 

 

Specialty Retail — 3.6%

O’Reilly Automotive, Inc.*

  67,791      14,766,914   
   

 

 

 

 

TOTAL COMMON STOCKS
(Cost $278,334,590)

  384,396,580   
   

 

 

 

 

TOTAL INVESTMENTS - 94.6%
    (Cost $278,334,590)

  384,396,580   

OTHER ASSETS IN EXCESS OF LIABILITIES - 5.4%

  21,866,893   
   

 

 

 

 

NET ASSETS - 100.0%

$     406,263,473   
   

 

 

 

 

*

Non-income producing.

PLC             Public Limited Corporation

SP ADR      Sponsored Depositary Receipt

 

 

The accompanying notes are an integral part of the financial statements.

 

13


POLEN GLOBAL GROWTH FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

    % of Net
Assets
  Value    

COMMON STOCKS:

Internet Software & Services

  13.5 $ 416,407   

IT Services

  13.2      407,212   

Biotechnology

  8.0      246,166   

Specialty Retail

  7.0      215,132   

Trading Companies & Distributors

  5.4      165,752   

Insurance

  5.1      156,951   

Internet & Catalog Retail

  5.0      152,381   

Technology Hardware, Storage & Peripherals

  4.7      145,168   

Food Products

  4.6      141,669   

Semiconductors & Semiconductor Equipment

  4.6      141,292   

Textiles, Apparel & Luxury Goods

  4.5      137,289   

Health Care Equipment & Supplies

  4.4      135,918   

Hotels, Restaurants & Leisure

  4.1      125,338   

Professional Services

  3.1      96,880   

Household Products

  2.7      82,596   

Other Assets In Excess of Liabilities

  10.1      309,412   
    

 

 

   

 

 

    

 

NET ASSETS

 

 

 

100.0

 

 

$

 

3,075,563

 

  

    

 

 

   

 

 

    

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

14


POLEN GLOBAL GROWTH FUND

Portfolio of Investments

April 30, 2015

 

    Number
  of Shares  
    Value  

COMMON STOCKS — 89.9%

  

Australia — 2.4%

   

CSL, Ltd.

    1,039      $ 74,479   
   

 

 

 
  74,479   
   

 

 

 

Cayman Islands — 5.8%

Alibaba Group Holding, Ltd., SP ADR*

  900      73,161   

Tencent Holdings, Ltd.

  5,100      105,258   
   

 

 

 
  178,419   
   

 

 

 

China — 3.8%

Baidu, Inc., SP ADR*

  583      116,763   
   

 

 

 
  116,763   
   

 

 

 

Hong Kong — 5.1%

AIA Group, Ltd.

  23,600      156,951   
   

 

 

 
  156,951   
   

 

 

 

Ireland — 3.5%

Accenture PLC, Class A

  1,152      106,733   
   

 

 

 
  106,733   
   

 

 

 

Israel — 2.0%

Check Point Software Technologies, Ltd.*

  754      62,944   
   

 

 

 
  62,944   
   

 

 

 

Netherlands — 1.9%

ASML Holding NV

  549      58,765   
   

 

 

 
  58,765   
   

 

 

 

Switzerland — 7.7%

Nestle SA

  1,826      141,669   

SGS SA

  50      96,880   
   

 

 

 
  238,549   
   

 

 

 

United Kingdom — 5.4%

ARM Holdings PLC

  4,857      82,527   

Reckitt Benckiser Group PLC

  928      82,596   
   

 

 

 
  165,123   
   

 

 

 
    Number
  of Shares  
    Value  

COMMON STOCKS — (Continued)

   

United States — 52.3%

   

Abbott Laboratories

    2,928      $ 135,918   

Apple, Inc.

    657        82,224   

Automatic Data Processing, Inc.

    879        74,311   

Celgene Corp.*

    522        56,407   

Facebook, Inc., Class A*

    744        58,605   

Fastenal Co.

    1,540        65,635   

Google, Inc., Class C*

    253        135,781   

MasterCard, Inc., Class A

    859        77,490   

NIKE, Inc., Class B

    1,389        137,289   

O’Reilly Automotive, Inc.*

    534        116,321   

Priceline Group, Inc. (The)*

    64        79,220   

Regeneron Pharmaceuticals, Inc.*

    252        115,280   

Starbucks Corp.

    2,528        125,338   

TJX Cos, Inc. (The)

    1,531        98,811   

Visa, Inc.

    2,251        148,678   

WW Grainger, Inc.

    403        100,117   
   

 

 

 
  1,607,425   
   

 

 

 

TOTAL COMMON STOCKS
(Cost $2,684,894)

  2,766,151   
   

 

 

 

TOTAL INVESTMENTS - 89.9%
   (Cost $2,684,894)

  2,766,151   

OTHER ASSETS IN EXCESS OF LIABILITIES - 10.1%

  309,412   
   

 

 

 

NET ASSETS - 100.0%

$ 3,075,563   
   

 

 

 

 

*

Non-income producing.

 

PLC

Public Limited Corporation

SP ADR

Sponsored Depositary Receipt

 

 

The accompanying notes are an integral part of the financial statements.

 

15


POLEN GROWTH FUNDS

Statements of Assets and Liabilities

April 30, 2015

 

  Polen Growth
Fund
Polen Global
Growth Fund

Assets

         

Investments, at value (Cost $278,334,590 and $2,684,894, respectively)

     $ 384,396,580          $2,766,151  

Cash

       21,608,637          348,946  

Receivable for capital shares sold

       602,801           

Dividends and interest receivable

       842,015          5,823  

Receivable from Investment Adviser

                11,829  

Prepaid expenses and other assets

       2,220          5,071  
    

 

 

      

 

 

 

Total assets

       407,452,253          3,137,820  
    

 

 

      

 

 

 

Liabilities

         

Payable for capital shares redeemed

       665,677           

Payable to Investment Adviser

       258,006           

Payable for transfer agent fees

       123,754          7,352  

Payable for administration and accounting fees

       54,917          13,909  

Payable for audit fees

       25,034          17,500  

Payable for legal fees

       18,453          5,839  

Payable for printing fees

       14,133          4,991  

Payable for custodian fees

       11,807          6,994  

Payable for distribution fees

       6,114           

Payable for Trustees and Officers

                3,379  

Accrued expenses

       10,885          2,293  
    

 

 

      

 

 

 

Total liabilities

       1,188,780          62,257  
    

 

 

      

 

 

 

Net Assets

     $ 406,263,473          $3,075,563  
    

 

 

      

 

 

 

Net Assets Consisted of:

         

Capital stock, $0.01 par value

     $ 222,224          $        2,989  

Paid-in capital

       273,713,503          2,982,707  

Accumulated net investment income

                8,499  

Accumulated net realized gain from investments and foreign currency transactions

       26,265,756           

Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currency

       106,061,990          81,368  
    

 

 

      

 

 

 

Net Assets

     $ 406,263,473          $3,075,563  
    

 

 

      

 

 

 

Institutional Class:

         

Net asset value, offering and redemption price per share
($376,718,297 / 20,593,283 shares) and ($3,075,563 / 298,890 shares)

     $ 18.29          $        10.29  
    

 

 

      

 

 

 

Retail Class:

         

Net asset value, offering and redemption price per share
($29,545,176 / 1,629,163 shares)

     $ 18.14          $             —  
    

 

 

      

 

 

 

The accompanying notes are an integral part of the financial statements.

 

16


POLEN GROWTH FUNDS

Statements of Operations

For the Year Ended April 30, 2015

 

  Polen Growth
Fund
Polen Global
Growth Fund*

Investment Income

   

Dividends

  $ 4,014,505     $ 15,742  

Interest

    1,534       11  

Less: foreign taxes withheld

    (68,061 )     (1,183 )
    

 

 

     

 

 

 

Total investment income

    3,947,978       14,570  
    

 

 

     

 

 

 

Expenses

   

Advisory fees (Note 2)

    3,597,343       7,882  

Transfer agent fees (Note 2)

    351,419       13,353  

Administration and accounting fees

    276,118       25,575  

Distribution fees (Retail Shares) (Note 2)

    110,939        

Legal fees

    42,909       6,509  

Registration and filing fees

    41,686       1,696  

Trustees’ and officers’ fees (Note 2)

    40,998       4,076  

Printing and shareholder reporting fees

    38,103       4,992  

Custodian fees (Note 2)

    36,107       7,079  

Audit fees

    26,050       17,500  

Other expenses

    34,754       2,007  
    

 

 

     

 

 

 

Total expenses before waivers and reimbursements

    4,596,426       90,669  
    

 

 

     

 

 

 

Less: waivers and reimbursements (Note 2)

    (887,965 )     (80,469 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

    3,708,461       10,200  
    

 

 

     

 

 

 

Net investment income

    239,517       4,370  
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments

   

Net realized gain from investments

    37,906,568        

Net realized loss from foreign currency transactions

          (958 )

Net change in unrealized appreciation/(depreciation) on investments

    24,775,320       81,257  

Net change in unrealized appreciation/(depreciation) on foreign currency translations

          111  
    

 

 

     

 

 

 

Net realized and unrealized gain on investments

    62,681,888       80,410  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

  $ 62,921,405     $ 84,780  
    

 

 

     

 

 

 

* The Polen Global Growth Fund commenced operations on December 30, 2014.

The accompanying notes are an integral part of the financial statements.

 

17


POLEN GROWTH FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
For the
Year Ended
April 30, 2014

Increase in Net Assets from Operations:

   

Net investment income

  $ 239,517     $ 386,535  

Net realized gain from investments

    37,906,568       29,831,197  

Net change in unrealized appreciation/(depreciation) on investments

    24,775,320       24,808,081  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

    62,921,405       55,025,813  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

   

Net investment income:

   

Institutional Class

    (319,864 )     (601,585 )

Retail Class

          (43,205 )
    

 

 

     

 

 

 

Total net investment income

    (319,864 )     (644,790 )
    

 

 

     

 

 

 

Net realized capital gains:

   

Institutional Class

    (22,648,001 )     (3,236,891 )

Retail Class

    (2,035,860 )     (988,965 )
    

 

 

     

 

 

 

Total net realized capital gains

    (24,683,861 )     (4,225,856 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

    (25,003,725 )     (4,870,646 )
    

 

 

     

 

 

 

Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 4)

    36,804,644       (113,880,920 )
    

 

 

     

 

 

 

Total increase/(decrease) in net assets

    74,722,324       (63,725,753 )
    

 

 

     

 

 

 

Net assets

   

Beginning of year

    331,541,149       395,266,902  
    

 

 

     

 

 

 

End of year

  $ 406,263,473     $ 331,541,149  
    

 

 

     

 

 

 

Accumulated net investment income, end of year

  $     $ 319,860  
    

 

 

     

 

 

 

The accompanying notes are an integral part of the financial statements.

 

18


POLEN GLOBAL GROWTH FUND

Statement of Changes in Net Assets

 

  For the
Period Ended
April 30, 2015*

Increase/(decrease) in Net Assets from Operations:

 

Net investment income

  $ 4,370  

Net realized loss from investments and foreign currency transactions

    (958 )

Net change in unrealized appreciation/(depreciation) on investments

    81,368  
    

 

 

 

Net increase in net assets resulting from operations

    84,780  
    

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

    2,990,783  
    

 

 

 

Total increase in net assets

    3,075,563  
    

 

 

 

Net assets

 

Beginning of period

     
    

 

 

 

End of period

  $ 3,075,563  
    

 

 

 

Accumulated net investment income, end of period

  $ 8,499  
    

 

 

 

* The Polen Global Growth Fund commenced operations on December 30, 2014.

The accompanying notes are an integral part of the financial statements.

 

19


POLEN GROWTH FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Institutional Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class       
    

 

For the

 

 

For the

 

 

For the

 

 

For the

 

 

For the Period

     Year Ended
April 30, 2015
  Year Ended
April 30, 2014
  Year Ended
April 30, 2013
  Year Ended
to April 30, 2012
  September 15, 2010*
to April 30, 2011

Per Share Operating Performance

                    

Net asset value, beginning of period

     $ 16.45       $ 14.17       $ 13.79       $ 12.10         $10.00  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income/(loss)(1)

    0.02       0.03       0.03       (2)     (0.02 )

Net realized and unrealized gain on investments

    3.09       2.48       0.40       1.68       2.11  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

    3.11       2.51       0.43       1.68       2.09  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

         

Net investment income

    (0.02 )     (0.04 )                  

Net realized capital gains

    (1.25 )     (0.20 )     (0.06 )     (2)     (2)
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

    (1.27 )     (0.24 )     (0.06 )            

Redemption fees

    (2)     0.01       0.01       0.01       0.01  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 18.29     $ 16.45     $ 14.17     $ 13.79       $12.10  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

    19.17 %     17.84 %     3.19 %     13.97 %     21.00 %

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

  $ 376,718     $ 252,108     $ 294,408     $ 215,387       $5,168  

Ratio of expenses to average net assets

    1.00 %     1.00 %     1.00 %     1.00 %     1.00 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

    1.25 %     1.27 %     1.26 %     1.44 %     8.23 %(4)

Ratio of net investment income/(loss) to average net assets

    0.10 %     0.17 %     0.24 %     (0.01 )%     (0.27 )%(4)

Portfolio turnover rate

    33.44 %     39.52 %     51.04 %     35.48 %     25.55 %(6)

 

* Commencement of operations.
(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2) Amount is less than $0.005 per share.
(3) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of the relevant period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4) Annualized.
(5)  During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6) Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

20


POLEN GROWTH FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Retail Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

      Retail Class       
    

 

For the

 

 

For the

 

 

For the

 

 

For the

 

 

For the Period

     Year Ended
April 30, 2015
  Year Ended
April 30, 2014
  Year Ended
April 30, 2013
  Year Ended
April 30, 2012
  December 30, 2010*
April 30, 2011

Per Share Operating Performance

                    

Net asset value, beginning of period

     $ 16.35       $ 14.09       $ 13.74       $ 12.09         $11.44  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment loss(1)

    (0.02 )     (0.01 )     (2)     (0.03 )     (0.02 )

Net realized and unrealized gain on investments

    3.06       2.47       0.40       1.67       0.66  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase in net assets resulting from operations

    3.04       2.46       0.40       1.64       0.64  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

         

Net investment income

          (0.01 )                  

Net realized capital gains

    (1.25 )     (0.20 )     (0.06 )     (2)      
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

    (1.25 )     (0.21 )     (0.06 )            
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees

    (2)     0.01       0.01       0.01       0.01  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 18.14     $ 16.35     $ 14.09     $ 13.74       $12.09  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

    18.87 %     17.59 %     2.98 %     13.65 %     5.68 %

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

  $ 29,545     $ 79,433     $ 100,859     $ 101,396       $7,133  

Ratio of expenses to average net assets

    1.25 %     1.25 %     1.25 %     1.25 %     1.25 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

    1.50 %     1.52 %     1.51 %     1.74 %     6.35 %(4)

Ratio of net investment loss to average net assets

    (0.14 )%     (0.08 )%     (0.01 )%     (0.26 )%     (0.50 )%(4)

Portfolio turnover rate

    33.44 %     39.52 %     51.04 %     35.48 %     22.55 %(6)

 

 

* Commencement of operations.
(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2)  Amount is less than $0.005 per share.
(3) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of the relevant period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4) Annualized.
(5) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).
(6) Not annualized.

The accompanying notes are an integral part of the financial statements.

 

21


POLEN GLOBAL GROWTH FUND

Financial Highlights

 

 

 

Contained below is per share operating performance data for each Institutional Class Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Institutional Class
    

 

For the Period

     December 30, 2014*
to April 30, 2015

Per Share Operating Performance

    

Net asset value, beginning of period

     $ 10.00  
    

 

 

 

Net investment income(1)

    0.02  

Net realized and unrealized gain on investments

    0.27  
    

 

 

 

Net increase in net assets resulting from operations

    0.29  
    

 

 

 

Dividends and distributions to shareholders from:

 

Net investment income

     
    

 

 

 

Net asset value, end of period

  $ 10.29  
    

 

 

 

Total investment return(2)

    2.90 %

Ratio/Supplemental Data

 

Net assets, end of period (000’s omitted)

  $ 3,076  

Ratio of expenses to average net assets

    1.10 %(3)

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

    9.78 %(3)

Ratio of net investment income to average net assets

    0.47 %(3)

Portfolio turnover rate

     

 

 

* Commencement of operations.
(1) The selected per share data was calculated using the average shares outstanding method for the period.
(2) Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(3) Annualized.
(4) During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

 

The accompanying notes are an integral part of the financial statements.

 

22


POLEN GROWTH FUNDS

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Polen Growth Fund and the Polen Global Growth Fund (the “Funds”) are non-diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on September 15, 2010 and December 30, 2014, respectively. The Funds are separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds offer two separate classes of shares, Retail Class and Institutional Class. The Retail Class has not been issued as of April 30, 2015 for the Polen Global Growth Fund.

Portfolio Valuation — The Funds’ net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Funds are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:

 

•   Level 1 —

quoted prices in active markets for identical securities;

•   Level 2 —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•   Level 3 —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

 

23


POLEN GROWTH FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Funds’ investments carried at fair value:

 

Funds    Total Value
at
4/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable

Inputs
     Level 3
Significant
Unobservable
Inputs
 

Polen Growth Fund

           

Investments in Securities*

   $  384,396,580       $  384,396,580       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

Polen Global Growth Fund

                                                       

Australia

$ 74,479    $    $ 74,479    $   

Cayman Islands

  178,419      73,161      105,258        

China

  116,763      116,763             

Hong Kong

  156,951           156,951        

Ireland

  106,733      106,733             

Israel

  62,944      62,944             

Netherlands

  58,765      58,765             

Switzerland

  238,549           238,549        

United Kingdom

  165,123           165,123        

United States

  1,607,425      1,607,425             
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 2,766,151    $ 2,025,791    $ 740,360    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* Please refer to Portfolio of Investments for details on portfolio holdings.

  

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

 

24


POLEN GROWTH FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Funds to present a reconciliation of the beginning to ending balances for reported market values that present changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Funds to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Funds had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to their net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Funds had an amount of total transfers during the reporting period that was meaningful in relation to their net assets as of the end of the reporting period.

For the period ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Funds.

Use of Estimates — The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are generally allocated to each class of each Fund based upon the relative daily net assets of each class of each Fund. General expenses of the Trust are generally allocated to each Fund in proportion to its relative daily net assets. Expenses directly attributable to a particular Fund in the Trust are charged directly to

 

25


POLEN GROWTH FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

that Fund. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date. The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and are recorded on ex-date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Funds’ intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. The Funds’ maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — The Funds invest in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Funds may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Funds’ NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Funds is determined on the basis of U.S. dollars, the Funds may lose money by investing in a foreign security if the local currency of a foreign market depreciates against

 

26


POLEN GROWTH FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

the U.S. dollar, even if the local currency value of the Funds’ holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Funds’ holdings in foreign securities.

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

2. Transactions with Affiliates and Related Parties

Polen Capital Management, LLC (“PCM” or the “Adviser”) serves as investment adviser to the Funds pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% and 0.85% of the average daily net assets of the Polen Growth Fund and the Polen Global Growth Fund, respectively. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Funds to the extent necessary to ensure that the Funds’ total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 1.00% (on an annual basis) of the Polen Growth Fund’s and 1.10% of the Polen Global Growth Fund’s, average daily net assets (the “Expense Limitations”). The Expense Limitations will remain in place until August 31, 2015 with respect to the Polen Growth Fund and August 31, 2018 with respect to the Polen Global Growth Fund, unless the Board of Trustees approves its earlier termination.

As of April 30, 2015, investment advisory fees payable to the Adviser were $258,006 for the Polen Growth Fund. For the Polen Global Growth Fund, waived expenses due from the Adviser were $11,829. For the year ended April 30, 2015, the Adviser waived fees of $887,965 and $80,469 for the Polen Growth Fund and Polen Global Growth Fund, respectively.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

 

27


POLEN GROWTH FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Retail Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Retail Shares plan, the Funds compensate the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Funds’ Retail Shares.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Funds during the year ended April 30, 2015 was $21,216 and $654 for the Polen Growth Fund and Polen Global Growth Fund, respectively. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Funds or the Trust.

3. Investment in Securities

For the period ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:

         Purchases              Sales      

Polen Growth Fund

   $ 121,612,359       $ 115,610,198   

Polen Global Growth Fund

   $ 2,684,894       $   

 

28


POLEN GROWTH FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Capital Share Transactions

For the period ended April 30, 2015 and the year ended April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     Polen Growth Fund  
    

 

For the Period Ended

   

 

For the Year Ended

 
     April 30, 2015     April 30, 2014  
    

 

Shares

   

 

Amount

   

 

Shares

   

 

Amount

 

Institutional Class

        

Sales

     8,166,603      $ 141,505,419        6,382,555      $ 95,495,153   

Reinvestments

     1,202,308        21,136,582        171,648        2,667,403   

Redemption Fees*

            13,873               93,690   

Redemptions

     (4,099,281     (71,472,126     (12,001,484     (179,023,585
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  5,269,630    $ 91,183,748      (5,447,281 $ (80,767,339
  

 

 

   

 

 

   

 

 

   

 

 

 

Retail Class

Sales

  200,075    $ 3,427,055      996,726    $ 14,719,305   

Reinvestments

  116,473      2,032,445      66,454      1,027,385   

Redemption Fees*

       1,657           29,053   

Redemptions

  (3,547,006   (59,840,261   (3,359,746   (48,889,324
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  (3,230,458 $ (54,379,104   (2,296,566 $ (33,113,581
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase/(decrease)

  2,039,172    $ 36,804,644      (7,743,847 $ (113,880,920
  

 

 

   

 

 

   

 

 

   

 

 

 
    

 Polen Global Growth Fund** 

  

    

    

    

    

 

For the Period Ended

         
    

          April 30, 2015           

         
    

  Shares  

    

  Amount  

         

Institutional Class

           

Sales

     298,890       $ 2,990,783         

Reinvestments

                     

Redemptions

                     
  

 

 

    

 

 

       

Total net increase

  298,890    $ 2,990,783   
  

 

 

    

 

 

       

 

*

There is a 2.00% redemption fee that may be charged on shares redeemed within the first 60 days of their acquisition. The redemption fees are retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in capital.

**

The Polen Global Growth Fund commenced operations on December 30, 2014.

 

29


POLEN GROWTH FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

As of April 30, 2015, the following Fund had shareholders that held 10% or more of the outstanding shares of the Funds:

 

            
Polen Global Growth Fund
(Affiliated Shareholders)
     91  

5. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, the adjustments to the Polen Growth Fund were to decrease undistributed net investment income by $239,513 and increase accumulated net realized gain by $239,513. The adjustments to the Polen Global Growth Fund were to decrease the paid in capital by $5,087, increase undistributed net investment income by $4,129 and increase accumulated net realized gain by $958. These reclassifications, which have no impact on the NAV of the Fund, are primarily attributable to redesignations of distributions for the Polen Growth Fund and disallowance of expense for the Polen Global Growth Fund.

For the year ended April 30, 2015, the tax character of distributions paid by the Polen Growth Fund was $3,659,972 of ordinary income dividends and long-term capital gains of $21,343,753. For the year ended April 30, 2014, the tax character of distributions paid by the Fund was $644,790 of ordinary income dividends and long-term capital gains of $4,225,856. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes. There were no distributions paid by the Polen Global Growth Fund.

As of April 30, 2015 the components of distributable earnings on a tax basis were as follows:

 

     Capital Loss
Carryforward
   Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
   Appreciation   
                                   

Polen Growth Fund

     $        $        $ 27,328,520      $104,999,226   

Polen Global Growth Fund

     $        $ 8,499        $      $         81,368   

 

30


POLEN GROWTH FUNDS

Notes to Financial Statements (Concluded)

April 30, 2015

 

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Foreign currency and short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by each Fund were as follows:

     Federal
Tax Cost
     Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net Unrealized
Appreciation
 

Polen Growth Fund

   $ 279,397,353       $ 108,169,341       $ (3,170,114    $ 104,999,227   

Polen Global Growth Fund

     2,684,894         150,623         (69,366      81,257   

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Funds had no loss deferrals.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the funds did not have any capital loss carryforwards.

6. Subsequent Event

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

31


POLEN GROWTH FUNDS

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of FundVantage Trust and Shareholders of the Polen Growth Fund and the Polen Global Growth Fund:

In our opinion, the accompanying statements of assets and liabilities, including the portfolios of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Polen Growth Fund and the Polen Global Growth Fund (the “Funds”) at April 30, 2015, the results of each of their operations for the periods then ended, the changes in each of their net assets and the financial highlights for the periods then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

June 26, 2015

 

32


POLEN GROWTH FUNDS

Shareholder Tax Information

(Unaudited)

The Funds are required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise their shareholders of the U.S. federal tax status of distributions received by the Funds’ shareholders in respect of such fiscal year. During the year ended April 30, 2015, the Polen Growth Fund paid $3,659,972 of ordinary income dividends and $21,343,753 of long term capital gain dividends to its shareholders. Preceding information for the Polen Growth Fund dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Polen Growth Fund designates 100% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of ordinary income dividends qualifying for corporate dividends received deduction for the Polen Growth Fund, and the Polen Global Growth Fund, is 100% and 0%, respectively.

The percentage of qualified interest Income related to dividends not subject to withholding tax for non-resident aliens and foreign corporations for the Polen Growth Fund, and the Polen Global Growth Fund, is 0.08% and 0%, respectively.

The Polen Growth Fund designates 14% of the ordinary income distributions as qualified short-term gain pursuant to the American Jobs Creation Act of 2004.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Funds to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.

 

33


POLEN GROWTH FUNDS

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 678-6024 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory Agreement

At an in-person meeting held on September 22-23, 2014 (the “Meeting”), the Board of Trustees (the “Board” or “Trustees”) of FundVantage Trust (“Trust”), including a majority of the Trustees who are not “interested persons” as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (the “Independent Trustees”), unanimously approved the advisory agreement between Polen Capital Management, LLC (the “Adviser” or “Polen”) and the Trust on behalf of the Polen Global Growth Fund (the “Fund”) (“Agreement”) for an initial two year period. In determining whether to approve the Agreement, the Trustees considered information provided by the Adviser in accordance with Section 15(c) of the 1940 Act. The Trustees considered information that the Adviser provided regarding (i) the services to be performed for the Fund, (ii) the size and qualifications of the Adviser’s portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Fund, (iv) investment performance, (v) the capitalization and financial condition of the Adviser, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on the Adviser’s ability to service the Fund, and (x) compliance with the federal securities laws and other regulatory requirements. The Adviser also provided its most recent Form ADV for the Trustees’ review and consideration. The Trustees also received and reviewed a memorandum from legal counsel regarding the legal standards applicable to their review of the Agreement.

 

34


POLEN GROWTH FUNDS

Other Information

(Unaudited)

 

Representatives from Polen attended the meeting both in person and telephonically and discussed Polen’s history, performance and investment strategy in connection with the proposed continuation of the Agreement and answered questions from the Board.

The Trustees considered that the proposed strategy for the Fund was new, and therefore did not have historical performance.

The Adviser provided information regarding its proposed advisory fees and an analysis of these fees in relation to the delivery of services to be provided to the Fund and any other ancillary benefits resulting from the Adviser’s relationship with the Fund. Information was presented at the Meeting with respect to the Lipper Global Large Cap Growth Category and the median fee for such category, indicating that the advisory fee was in line with the median for such category.

The Board considered the level and depth of knowledge of the Adviser, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by the Adviser, the Board took into account its familiarity with the Adviser’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account the Adviser’s compliance policies and procedures and reports regarding the Adviser’s compliance operations from the Trust’s Chief Compliance Officer. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services to be provided to the Fund by the Adviser and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Fund is likely to benefit from the provision of those services. They also concluded that the Adviser has sufficient personnel, with the appropriate education and experience, to serve the Fund effectively and had demonstrated its ability to attract and retain qualified personnel.

The Trustees considered the costs of the services provided by the Adviser, the compensation and benefits received by the Adviser in providing services to the Fund, as well as its profitability. The Trustees were provided with the Adviser’s balance sheet and profit and loss statement as of December 31, 2013. The Trustees noted that the Adviser’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that the Adviser’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Fund specifically. The Trustees concluded that the Adviser’s contractual advisory fee level was reasonable in relation to the nature and quality of the services proposed to be provided, taking into account projected growth of the Fund.

The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Trustees noted that economies of scale may be achieved at higher asset

 

35


POLEN GROWTH FUNDS

Other Information

(Unaudited) (Concluded)

 

levels for the Fund for the benefit of fund shareholders but that because such economies of scale did not yet exist and were not likely to exist in the near term, it was not appropriate to incorporate a mechanism for sharing the benefit of such economies with Fund shareholders in the advisory fee structure at this time.

In voting to approve the Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by the Adviser. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the approval of the Agreement would be in the best interests of the Fund and its shareholders. As a result, the Board, including a majority of the Independent Trustees, unanimously approved the Agreement with respect to the Fund for an initial two year period.

 

36


POLEN GROWTH FUNDS

Privacy Notice

(Unaudited)

 

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 678-6024.

 

37


POLEN GROWTH FUNDS

Fund Management

(Unaudited)

 

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Funds contains additional information about the Trustees and is available, without charge, upon request, by calling (888) 678-6024.

 

           

Name    

and Date of Birth    

 

Position(s) Held  

with Trust  

 

Term of Office    

and Length of    

Time Served    

  Principal Occupation(s)    
During Past Five Years    
 

Number of    

Funds in    

Trust Complex    
Overseen by    

Trustee

 

 

Other

Directorships

Held by Trustee

 

INDEPENDENT TRUSTEES

 

           
ROBERT J. CHRISTIAN Date of Birth: 2/49   Trustee and Chairman of the Board   Shall serve until death, resignation or removal. Trustee and Chairman since 2007.  

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

  38      Optimum Fund Trust (registered investment company) (6 portfolios).
           

IQBAL MANSUR

Date of Birth: 6/55

  Trustee  

Shall serve until death, resignation or removal. Trustee since 2007.

 

  University Professor, Widener University.   38      None

 

38


POLEN GROWTH FUNDS

Fund Management (Continued)

(Unaudited)

 

 

 

           

Name    

and Date of Birth    

   Position(s) Held  
with Trust  
  

Term of Office  

and Length of  
Time Served  

  

Principal Occupation(s)    

During Past Five Years    

  

Number of  

Funds in  
Trust Complex  
Overseen by  
Trustee  

 

  

Other

Directorships

Held by Trustee

           

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.   

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

   38       None
           

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.    Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.    38      

Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

 

39


POLEN GROWTH FUNDS

Fund Management (Continued)

(Unaudited)

 

 

 

 

INTERESTED TRUSTEE1

 

           

NANCY B. WOLCOTT

Date of Birth: 11/54

  Trustee   Shall serve until death, resignation or removal. Trustee since 2011.  

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

  38       None

 

1 

Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

40


POLEN GROWTH FUNDS

Fund Management (Concluded)

(Unaudited)

 

 

 

       

Name

and Date of Birth

 

Position(s) Held

with Trust

 

Term of Office

and Length of

Time Served

 

 

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

       

JOEL L. WEISS

Date of Birth: 1/63

  President and Chief Executive Officer  

Shall serve until death, resignation or removal. Officer since 2007.

 

 

Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

 

       

JAMES G. SHAW

Date of Birth: 10/60

  Treasurer and Chief Financial Officer  

Shall serve until death, resignation or removal. Officer since 2007.

 

 

Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

 

       

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

  Secretary   Shall serve until death, resignation or removal. Officer since 2012.  

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

       

DAVID C. LEBISKY

Date of Birth: 5/72

  Chief Compliance Officer   Shall serve until death, resignation or removal. Officer since 2015.  

Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

 

41


 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

Polen Capital Management, LLC

1825 NW Corporate Blvd.

Suite 300

Boca Raton, FL 33431

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

 

 

LOGO

Polen Growth Fund

Polen Global Growth

Fund

of

FundVantage Trust

Institutional Class

Retail Class

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the Polen Growth Fund and the Polen Global Growth Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Polen Growth Fund and the Polen Global Growth Fund.

 

 

 

 


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Fellow Shareholder:

We are pleased to report that the Private Capital Management Value Fund (the “Fund”) achieved strong results for the year ended April 30, 2015. Class I shares (VFPIX) returned 19.41%, comparing favorably to the S&P 500 Index which gained 12.98% over the twelve month period and the Russell 2000 Index which rose 9.71%

During the year a number of the Fund’s holdings enjoyed rapid appreciation, with several approaching or reaching our estimate of their intrinsic value and others outstripping our targeted allocation levels. Accordingly, the last few months have included a number of sales of Fund holdings, resulting in a higher cash balance at the close of the fiscal year.

While there are several important inferences that may be derived from higher cash levels, you should not surmise that this is a “market call” or that it represents a bearish outlook for equities overall. Although there are some salient reasons to expect greater volatility ahead, valuation discipline, in both the buying and selling of stocks, is a key attribute to our investment approach; the redeployment of cash is a stock-specific process.

Since our founding, Private Capital Management has been consistently focused on an absolute positive rate of return objective. In stark contrast to strategies that attempt to match or outperform a market benchmark, our approach – from idea generation to ultimate capital deployment – is designed first and foremost to try and protect capital by identifying equities trading at a deep discount to intrinsic value.

While stock prices can and will vary during periods of market volatility, true intrinsic undervaluation – when empirically supported by rigorous discretionary cash flow analysis – provides foundational protection against capital dissipation if given sufficient time.

Valuation discipline is key to what we do. The likelihood of achieving an attractive rate of return over a five year period (our investment horizon) is substantially influenced by the starting discount to fair value. If one begins with a portfolio of “fifty-cent dollars” and the businesses are, at a minimum, not decreasing in value, the statistical probabilities are favorable that over a three-to-five year timeframe more than enough will go right to drive performance that meets our return goals.

 

 

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 568-1267. 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.

 

1


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

We revisit this part of our investment approach because it contextualizes our view of the challenges and opportunities that lie ahead. For the first four months of 2015, U.S. equity markets largely have been range-bound, which means that stock selection has been the key performance differentiator so far this year. In our view, a transition to a “stock-picker’s market” is a salutary event not only for investors inclined towards security selection, but also for the U.S. economy as a whole.

The Great Recession precipitated a ferocious sell-off in the stock market that remains an acute and painful memory for investors. With the benefit of hindsight, it is now clear that the “rally off the bottom” that began in 2009 was a bet on the structural viability of the U.S. economy, aided and abetted by a Federal Reserve determined to prevent a deflationary downward spiral. Controversial as it was at the time, it appears that Ben Bernanke’s quantitative easing was in fact an appropriate medicinal. Again, in retrospect, it also appears clear that during that period of force majeure, the courage to own equities at all was rewarded in an almost equivalent measure to attempting to optimize via stock selection.

As the market has continued to appreciate steadily since 2012, some pundits now speak as if recent highs represent a resurrection of speculative excess. We would argue that while equities no longer broadly offer the valuation opportunity of a few years ago, they remain comfortably removed from “bubble” valuations.

In our opinion, the journey to this point has been one of normalization. The U.S. economy continues to slowly recover from the Great Recession. The reality is that Federal Reserve policies caused financial assets to lead the recovery. These policies have fostered considerable wealth creation for the “investor class” while those not so well situated have continued to struggle. Whether there were other viable alternatives to re-inflate the economy is a subject for historians and academics. Our intuition lies not within the political debate about inequality, but with the wisdom of the market as a predictive discounting mechanism. The rally that began in early 2009 anticipated “green shoots” that did not become clearly visible until 2011. From 2011 onward, the market climbed steadily as the economic firmament and corporate earnings improved. All of which leads us to the question – where do we go from here?

Despite rather punk statistics for the first quarter of 2015, from our grassroots perspective the U.S. economy is continuing to strengthen. There are some interesting countervailing forces at work. A dramatic decline in the price of oil, while tantamount to a tax cut for much of our population, has been accompanied by a sharp rise in the value of the U.S. dollar. The latter makes U.S. exports less competitive, creating a headwind for expansion. Ironically, as many market prognosticators labor to pinpoint the timing of an interest rate rise, the inverse move in oil and the dollar may offset each other sufficiently to encourage a favorable, balanced and moderate global economic environment for some time. Meanwhile the Federal Reserve must be mindful not to increase rates too soon or too aggressively, as doing so could result in excessive strength in the dollar.

 

2


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

In the meantime, the weak euro is proving to be the right tonic for struggling European economies. However, their newfound currency advantage is being mitigated somewhat by the recent rebound in the price of oil, which is denominated in dollars. That said, a whole host of European leading indicators have improved this year versus their trajectory in 2014.

So the U.S. economy is improving, but not too rapidly. Europe is mending, but it is not yet out-of-the-woods, still struggling with the on-again, off-again issue of a Greek exit. Half of the world seems to be worrying about deflation, while back in the U.S. our focus is when interest rates will need to rise to forestall inflation. If one takes a step back and looks at the situation dispassionately, the environment neither beggars great optimism nor portends grave concern. With a market that is more or less fairly valued it is unsurprising that the broad indices have been churning in place.

Such defines a “stock-picker’s market,” which is obviously to the liking of a due-diligence oriented, fundamentals-driven value investor like Private Capital Management. However, as we stated above, this environment is also positive for the U.S. economy. Why? Our view is that the expanding normalization of economic activity worldwide suggests that the crisis that began back in 2007 is truly past. This contrasts well with the psychological overhang that existed for much of the last half-decade, when there was a palpable sense of unease in both the economy and financial markets that a crisis was just one “black swan” away.

While the stock market did an excellent job of climbing this proverbial “wall of worry,” the real economy suffered under the weight of a crisis mentality. Animal instincts were restrained, hiring decisions were delayed, capital investments were deferred and job insecurity enabled employers to limit wage increases. Viewed from this perspective, broadening political debate about the decline of the American middle class – by presidential candidates from both the left and right – provides an important intuition: the post-crisis economy is becoming strong enough to sustain higher wages and the re-absorption of sidelined human capital back into the workforce.

Further traction in the labor market, coupled with accelerating wage growth, will prove beneficial for the consumer-driven U.S. economy. However, the concomitant need for the Federal Reserve to begin normalizing interest rates will likely be greeted with consternation by investors in both the bond and equity markets. Predictably, there will be much handwringing and doom-mongering from the pundits. In our view the digestive process of this return to normalcy will almost certainly create greater volatility in the financial markets.

The oft-quoted adage “don’t fight the Fed” – which is a historically valid kernel of market wisdom – suggests that investors should sell stocks when the Federal Reserve begins raising rates or “tightening monetary policy.” Typically, late in an economic expansion factory capacity begins to peak, commodity prices are accelerating upward, wage pressures are building across the economy, and the Fed feels the need to tighten monetary policy before inflationary pressures get out of hand. This type of tightening cycle often presages a recession and, in juxtaposition to our current view, implies declining corporate earnings and increased value for long-duration bonds, which under normal circumstances would be priced to reflect existing inflationary pressures.

 

3


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

In contrast, we adamantly believe that the impending transition of financial markets from dependence on central banks for “free money in copious supply” back to a more normal environment should be celebrated rather than feared by equity investors.

Businesses, particularly those targeted by a cash-flow oriented value discipline such as ours, benefit from an improving economic outlook through greater earnings power. Thus, as noted above, if earnings power expands faster than interest rates rise, an equity can become more valuable.

Moreover, in stark contrast to the typical “don’t fight the Fed” cycle, commodity prices – witness oil – have fallen, factory utilization remains modest, wage pressures are minimal and workforce participation is low. Our Fed and central banks worldwide are desperate to nurture the glowing embers of economic recovery, not put the fire out.

We hope this discussion provides some clarity into the road ahead and helps explain why we remain fundamentally positive in our outlook for the Private Capital Management Value Fund.

We appreciate your continued support.

Private Capital Management

 

 

Mutual Fund investing involves risk and it is possible to lose money by investing in a fund. The Fund is non-diversified and may invest a larger portion of its assets in the securities of a single issuer than a more diversified fund causing its value to fluctuate more widely. The Fund may engage in strategies that are considered risky or invest in stocks of companies that are undervalued which may cause greater volatility and less liquidity. The above commentary is for informational purposes only and investors should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. This report is not authorized for distribution unless preceded or accompanied by a current prospectus for the Private Capital Management Value Fund. The prospectus contains this and other important information about the Fund. Read it carefully before investing.

 

Shares of the Private Capital Management Value Fund are distributed by Foreside Funds Distributors LLC, not an adviser affiliate.

This letter is intended to assist shareholders in understanding how the Fund performed during the year ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

 

4


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $25,000 Investment in Class A of the Private Capital Management Value Fund

vs. Standard & Poor’s 500® Composite Stock Price Index (“S&P 500®”) and Russell 2000® Index

 

LOGO

The Fund’s growth of an assumed $25,000 investment is adjusted for the maximum sales charge of 5.00%. This results in a net initial investment of $23,750.

 

 

Average Annual Total Returns for the Periods Ended April 30, 2015

  

    1 Year        3 Years        Since Inception*     

Class A (without sales charge)

  19.11%      16.66%      15.92%            

Class A (with sales charge)

  13.14%      14.67%      14.63%            

S&P 500 Index

  12.98%      16.73%      16.13%**         

Russell 2000 Index

 

 

 

9.71%

 

  

 

 

 

15.87%

 

  

 

 

 

15.00%**      

 

  

 

 

*

Class A Shares of the Private Capital Management Value Fund (the “Fund”) commenced operations on October 6, 2010.

 

**

Benchmark performance is from the commencement date of Class A Shares (October 6, 2010) only and is not the commencement date of the benchmark itself.

Class A Shares of the Fund have a 5.00% maximum sales charge.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 568-1267. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

5


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Annual Report

Performance Data (Continued)

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $750,000 Investment in Class I* of the Private Capital Management Value Fund

vs. S&P 500® and Russell 2000® Indexes

 

LOGO

 

 

Average Annual Total Returns for the Periods Ended April 30, 2015

  

    1 Year        3 Years        5 Years        10 Years           

Class I *

  19.41%      16.94%      13.57%      6.49%            

S&P 500 Index

  12.98%      16.73%      14.33%      8.32%            

Russell 2000 Index

 

 

 

9.71%

 

  

 

 

 

15.87%

 

  

 

 

 

12.73%

 

  

 

 

 

9.18%         

 

  

 

 

*

Performance shown for the period from April 30, 2005 to May 28, 2010 is the performance of a corporate defined contribution plan account (the “Predecessor Account”), which transferred its assets to the Fund in connection with the Fund’s commencement of operations on May 28, 2010. Performance from May 28, 2010 to April 30, 2015 is from the performance of the Class I Shares. The Predecessor Account was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended. If the Predecessor Account had been registered under the 1940 Act, its performance may have been different.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 568-1267. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

6


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The Fund’s total annual gross and net operating expense ratios are 1.74% and 1.25%, respectively, for Class A Shares and 1.49% and 1.00%, respectively, for Class I Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report. Private Capital Management, LLC, (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 1.00% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). This agreement will terminate on August 31, 2015, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves an earlier termination. Total return would be lower had such fees and expenses not been waived and/or reimbursed.

A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above.

The Fund intends to evaluate performance as compared to that of Standard & Poor’s 500® Composite Stock Price Index (“S&P 500® Index”) and the Russell 2000® Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 2000® Index is an unmanaged index measuring the performance of the 2,000 smallest companies in the Russell 3000® Index, which is made up of 3,000 of the biggest U.S. stocks. It is impossible to invest directly in an index.

 

7


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees, if any, and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014, through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of the accompanying 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 your 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, and redemption fees. Therefore, each hypothetical line of the accompanying 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.

 

8


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

 

     Private Capital Management Value Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class A

              

Actual

     $ 1,000.00        $ 1,078.70        $ 6.44  

Hypothetical (5% return before expenses)

       1,000.00          1,018.60          6.26  

Class I

              

Actual

     $ 1,000.00        $ 1,080.00        $ 5.16  

Hypothetical (5% return before expenses)

       1,000.00          1,019.84          5.01  

 

*

Expenses are equal to an annualized expenses ratio for the six-month period ended April 30, 2015 of 1.25% and 1.00% for Class A and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in each table are based on the actual six month total return for the Fund of 7.87% and 8.00% for Class A and Class I Shares, respectively.

 

9


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
 Assets 
  Value

COMMON STOCKS:

        

Consumer Discretionary

       22.0 %     $ 15,627,291  

Health Care

       17.6         12,481,425  

Information Technology

       17.1         12,157,245  

Financials

       11.9         8,429,148  

Industrials

       6.0         4,302,827  

Materials

       4.5         3,230,896  

Energy

       2.7         1,908,890  

Consumer Staples

       2.2         1,577,137  

Utilities

       2.1         1,497,174  

Other Assets in Excess of Liabilities

      

 

  13.9

 

 

 

      

 

  9,899,848

 

 

 

    

 

 

     

 

 

 

NET ASSETS

    100.0 %   $ 71,111,881  
    

 

 

     

 

 

 

 

 

Portfolio holdings are subject to change at any time.

 

 

 

The accompanying notes are an integral part of the financial statements.

 

10


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Portfolio of Investments

April 30, 2015

 

 

     Number
  of Shares  
     Value  

COMMON STOCKS — 86.1%

     

Consumer Discretionary — 22.0%

  

Advance Auto Parts, Inc.

     10,975       $ 1,569,425   

American Public Education, Inc.*

     58,950         1,644,116   

Ascena Retail Group, Inc.*

     93,750         1,405,312   

Carrols Restaurant Group, Inc.*

     210,300         1,901,112   

DeVry Education Group, Inc.

     28,975         876,204   

Fiesta Restaurant Group, Inc.*

     30,745         1,554,160   

Gildan Activewear, Inc. (Canada)

     35,150         1,114,606   

GNC Holdings, Inc., Class A

     32,175         1,385,134   

Rent-A-Center, Inc.

     38,500         1,139,600   

Stoneridge, Inc.*

     104,363         1,256,531   

Visteon Corp.*

     17,565         1,781,091   
     

 

 

 
        15,627,291   
     

 

 

 

Consumer Staples — 2.2%

SpartanNash Co.

  52,275      1,577,137   
     

 

 

 

Energy — 2.7%

Golar LNG, Ltd. (Bermuda)

  25,200      907,074   

Noble Corp. PLC (United Kingdom)

  57,875      1,001,816   
     

 

 

 
  1,908,890   
     

 

 

 

Financials — 11.9%

Charter Financial Corp.

  56,000      670,320   

INTL FCStone, Inc.*

  66,583      2,137,314   

Northrim BanCorp, Inc.

  29,700      740,124   

Oppenheimer Holdings, Inc., Class A

  33,943      810,898   
     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

Financials — (Continued)

     

Raymond James Financial, Inc.

     19,600       $ 1,107,988   

State Bank Financial Corp.

     34,000         680,340   

Suffolk Bancorp

     16,500         395,340   

Synovus Financial Corp.

     24,014         664,227   

Valley National Bancorp

     65,059         613,506   

Willis Group Holdings PLC (Ireland)

     12,525         609,091   
     

 

 

 
  8,429,148   
     

 

 

 

Health Care — 17.6%

Actavis PLC (Ireland)*

  9,512      2,690,564   

Alere, Inc.*

  51,750      2,457,090   

Universal Health Services, Inc., Class B

  13,900      1,625,605   

Valeant Pharmaceuticals International, Inc. (Canada)*

  20,250      4,392,832   

Zimmer Holdings, Inc.

  11,975      1,315,334   
     

 

 

 
        12,481,425   
     

 

 

 

Industrials — 6.0%

Aerojet Rocketdyne Holdings, Inc.*

  62,450      1,227,767   

Air Transport Services Group, Inc.*

  125,900      1,173,388   

MSA Safety, Inc.

  13,575      620,920   

Progressive Waste Solutions Ltd. (Canada)

  21,500      621,565   

Titan International, Inc.

  28,750      298,712   

Triumph Group, Inc.

  6,085      360,475   
     

 

 

 
  4,302,827   
     

 

 

 

Information Technology — 17.1%

  

ACI Worldwide, Inc.*

  53,000      1,220,590   

CA, Inc.

  53,432      1,697,535   
 

 

The accompanying notes are an integral part of the financial statements.

 

11


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

 

     Number
  of Shares  
     Value  

COMMON STOCKS — (Continued)

  

Information Technology — (Continued)

  

Electro Rent Corp.

     54,880       $ 594,899   

Global Cash Access Holdings, Inc.*

     89,671         663,566   

Imation Corp.*

     184,640         755,178   

Mentor Graphics Corp.

     74,625         1,785,776   

Quantum Corp.*

     536,075         1,077,511   

QuinStreet, Inc.*

     258,786         1,405,208   

VASCO Data Security International, Inc.*

     116,325         2,956,982   
     

 

 

 
      12,157,245   
     

 

 

 

Materials — 4.5%

Celanese Corp.

  16,525      1,096,599   

Pope Resources LP

  12,100      774,642   

Tronox Ltd., Class A (Australia)

  64,900      1,359,655   
     

 

 

 
  3,230,896   
     

 

 

 

Utilities — 2.1%

National Fuel Gas Co.

  23,230      1,497,174   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $40,493,994)

  61,212,033   
     

 

 

 
                     
Value
 

TOTAL INVESTMENTS - 86.1%
(Cost $40,493,994)

   $ 61,212,033   

OTHER ASSETS IN EXCESS OF LIABILITIES - 13.9%

     9,899,848   
  

 

 

 

NET ASSETS - 100.0%

$       71,111,881   
  

 

 

 

 

 

*

Non-income producing.

PLC  Public Limited Company

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

12


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Statement of Assets and Liabilities

April 30, 2015

 

 

Assets

Investments, at value (Cost $40,493,994)

$ 61,212,033   

Cash

  9,698,499   

Receivable for capital shares sold

  312,764   

Dividends and interest receivable

  26,661   

Prepaid expenses and other assets

  19,881   
  

 

 

 

Total assets

  71,269,838   
  

 

 

 

Liabilities

Payable for capital shares redeemed

  45,615   

Payable to Investment Adviser

  30,968   

Payable for transfer agent fees

  16,398   

Payable for administration and accounting fees

  15,699   

Payable for custodian fees

  2,460   

Accrued expenses

  46,817   
  

 

 

 

Total liabilities

  157,957   
  

 

 

 

Net Assets

$ 71,111,881   
  

 

 

 

Net Assets Consisted of:

Capital Stock, $0.01 par value

$ 41,354   

Paid-in capital

  45,768,745   

Accumulated net investment income

  161,574   

Accumulated net realized gain from investments

  4,422,169   

Net unrealized appreciation on investments

  20,718,039   
  

 

 

 

Net Assets

$ 71,111,881   
  

 

 

 

Class A:

Net asset value and redemption price per share ($8,042,432 / 471,188 shares)

$ 17.07   
  

 

 

 

Maximum offering price per share (100/95 of $17.07)

$ 17.97   
  

 

 

 

Class I:

Net asset value, offering and redemption price per share ($63,069,449 / 3,664,202 shares)

$ 17.21   
  

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

13


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Statement of Operations

For the Year Ended April 30, 2015

 

 

Investment Income

Dividends

$ 644,275   

Less: foreign taxes withheld

  (3,580
  

 

 

 

Total investment income

  640,695   
  

 

 

 

Expenses

Advisory fees (Note 2)

  548,835   

Transfer agent fees (Note 2)

  80,824   

Administration and accounting fees (Note 2)

  76,017   

Registration and filing fees

  48,956   

Legal fees

  37,683   

Audit fees

  25,035   

Trustees’ and officers’ fees (Note 2)

  20,754   

Printing and shareholder reporting fees

  19,260   

Custodian fees (Note 2)

  16,068   

Distribution fees (Class A) (Note 2)

  15,874   

Other expenses

  9,718   
  

 

 

 

Total expenses before waivers and reimbursements

  899,024   
  

 

 

 

Less: waivers (Note 2)

  (273,334
  

 

 

 

Net expenses after waivers

  625,690   
  

 

 

 

Net investment income

  15,005   
  

 

 

 

Net realized and unrealized gain from investments:

Net realized gain from investments

  7,444,070   

Net change in unrealized appreciation/(depreciation) on investments

  3,277,028   
  

 

 

 

Net realized and unrealized gain on investments

  10,721,098   
  

 

 

 

Net increase in net assets resulting from operations

$ 10,736,103   
  

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

14


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Statements of Changes in Net Assets

 

 

  For the
Year Ended
April 30, 2015
For the
Year Ended
April 30, 2014

Increase in net assets from operations:

   

Net investment income

  $ 15,005     $ 39,350  

Net realized gain from investments

    7,444,070       1,094,173  

Net change in unrealized appreciation/(depreciation) on investments

    3,277,028       7,503,009  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

    10,736,103       8,636,532  
    

 

 

     

 

 

 

Less Dividends and Distributions to Shareholders from:

   

Net realized capital gains:

   

Class A

    (260,620 )     (390,110 )

Class I

    (3,069,861 )     (2,654,193 )
    

 

 

     

 

 

 

Total net realized capital gains

    (3,330,481 )     (3,044,303 )
    

 

 

     

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

    (3,330,481 )     (3,044,303 )
    

 

 

     

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

    8,093,941       4,334,237  
    

 

 

     

 

 

 

Total increase in net assets

    15,499,563       9,926,466  
    

 

 

     

 

 

 

Net assets

   

Beginning of year

    55,612,318       45,685,852  
    

 

 

     

 

 

 

End of year

  $ 71,111,881     $ 55,612,318  
    

 

 

     

 

 

 

Accumulated net investment income, end of year

  $ 161,574     $ 127,222  
    

 

 

     

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

15


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Financial Highlights

 

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

     Class A
    

For the
Year Ended
April 30, 2015

 

For the
Year Ended
April 30, 2014

 

For the
Year Ended
April 30, 2013

 

For the
Year Ended
April 30, 2012

 

For the Period
October 6, 2010*
to April 30,  2011

Per Share Operating Performance

                          

Net asset value, beginning of period

     $ 15.16       $ 13.60       $ 12.12          $ 12.61          $ 10.10  
    

 

 

     

 

 

     

 

 

        

 

 

        

 

 

 

Net investment income/(loss)(1)

       (0.03 )       (0.02 )       0.07            (0.03 )          (0.04 )

Net realized and unrealized gain/(loss) on investments

       2.88         2.45         1.48            (0.16 )          2.57  
    

 

 

     

 

 

     

 

 

        

 

 

        

 

 

 

Net increase/(decrease) in net assets resulting from operations

       2.85         2.43         1.55            (0.19 )          2.53  
    

 

 

     

 

 

     

 

 

        

 

 

        

 

 

 

Dividends and distributions to shareholders from:

                          

Net investment income

                       (0.07 )                     (0.02 )

Net realized capital gains

       (0.94 )       (0.87 )                  (0.30 )           
    

 

 

     

 

 

     

 

 

        

 

 

        

 

 

 

Total dividends and distributions to shareholders

       (0.94 )       (0.87 )       (0.07 )          (0.30 )          (0.02 )
    

 

 

     

 

 

     

 

 

        

 

 

        

Redemption fees

               (2)                  (2)           
    

 

 

     

 

 

     

 

 

        

 

 

        

 

 

 

Net asset value, end of period

     $ 17.07       $ 15.16       $ 13.60          $ 12.12          $ 12.61  
    

 

 

     

 

 

     

 

 

        

 

 

        

 

 

 

Total investment return(3)

       19.11 %       18.04 %       12.92 %          (1.16 )%          25.08 %

Ratio/Supplemental Data

                          

Net assets, end of period (000’s omitted)

     $ 8,042       $ 7,643       $ 4,921          $ 2,922          $ 1,162  

Ratio of expenses to average net assets

       1.25 %       1.25 %       1.25 %          1.25 %          1.25 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

       1.69 %       1.74 %       1.88 %          1.93 %          2.02 %(4)

Ratio of net investment income/(loss) to average net assets

       (0.20 )%       (0.15 )%       0.62 %          (0.26 )%          (0.59 )%(4)

Portfolio turnover rate

       31.11 %       19.69 %       11.81 %          18.19 %(6)          21.71 %(6)(7)

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.00%. If reflected, the return would be lower.

(4) 

Annualized.

(5) 

During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Portfolio turnover rate excludes securities received from processing subscription-in-kind.

(7) 

Not annualized.

 

 

The accompanying notes are an integral part of the financial statements.

 

16


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Financial Highlights

 

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

      Class I
     For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
  For the
Year Ended
April 30, 2013
  For the
Year Ended
April 30, 2012
 

For the Period
May 28, 2010*
to April 30,  2011

Per Share Operating Performance

                       

Net asset value, beginning of period

     $ 15.24       $ 13.64       $ 12.15       $ 12.61               $ 10.00  
    

 

 

     

 

 

     

 

 

     

 

 

        

 

 

 

Net investment income(1)

       0.01         0.02         0.10         (2)          (2)

Net realized and unrealized gain/(loss) on investments

       2.90         2.45         1.49         (0.16 )          2.64  
    

 

 

     

 

 

     

 

 

     

 

 

        

 

 

 

Net increase/(decrease) in net assets resulting from operations

       2.91         2.47         1.59         (0.16 )          2.64  
    

 

 

     

 

 

     

 

 

     

 

 

        

 

 

 

Dividends and distributions to shareholders from:

                       

Net investment income

                       (0.10 )       (2)          (0.03 )

Net realized capital gains

       (0.94 )       (0.87 )               (0.30 )           
    

 

 

     

 

 

     

 

 

     

 

 

        

 

 

 

Total dividends and distributions to shareholders

       (0.94 )       (0.87 )       (0.10 )       (0.30 )          (0.03 )
    

 

 

     

 

 

     

 

 

     

 

 

        

 

 

 

Redemption fees

               (2)               (2)           
    

 

 

     

 

 

     

 

 

     

 

 

        

 

 

 

Net asset value, end of period

     $ 17.21       $ 15.24       $ 13.64       $ 12.15          $ 12.61  
    

 

 

     

 

 

     

 

 

     

 

 

        

 

 

 

Total investment return(3)

       19.41 %       18.29 %       13.21 %       (0.91 )%          26.39 %(4)

Ratio/Supplemental Data

                       

Net assets, end of period (000’s omitted)

     $ 63,069       $ 47,969       $ 40,765       $ 43,024          $ 43,914  

Ratio of expenses to average net assets

       1.00 %       1.00 %       1.00 %       1.00 %          1.00 %(5)

Ratio of expenses to average net assets without waivers and expense reimbursements(6)

       1.45 %       1.49 %       1.62 %       1.67 %          1.84 %(5)

Ratio of net investment income/(loss) to average net assets

       0.05 %       0.10 %       0.86 %       (0.01 )%          %(5)(7)

Portfolio turnover rate.

       31.11 %       19.69 %       11.81 %       18.19 %(8)          21.71 %(8)(9)

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4) 

Total investment return represents performance for Class I Shares since its commencement of operations on May 28, 2010, and does not include performance of the Predecessor Account.

(5) 

Annualized.

(6) 

During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).

(7) 

Amount is less than 0.005%.

(8) 

Portfolio turnover rate excludes securities received from processing subscription-in-kind.

(9) 

Not annualized.

 

 

The accompanying notes are an integral part of the financial statements.

 

17


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements

April 30, 2015

 

1. Organization and Significant Accounting Policies

The Private Capital Management Value Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on May 28, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C, Class I and Class R Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) of up to 1.00% may apply for investments of $750,000 or more of Class A Shares (and therefore no initial sales charge was paid) and shares are redeemed within 12 months after initial purchase. The CDSC shall not apply to those purchases of Class A Shares of $750,000 or more where a selling broker-dealer did not receive a commission. As of April 30, 2015, Class C and Class R Shares had not been issued.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

   

Level 1 — quoted prices in active markets for identical securities;

 

18


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

   

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

   

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total Value at
4/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
    Observable    
Inputs
     Level 3
Significant
   Unobservable   
Inputs
 

Investments in Securities*

   $   61,212,033        $   61,212,033        $ —        $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

* Please refer to Portfolio of Investments for further details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation

 

19


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are generally allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

 

20


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — The Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Fund is determined on the basis of U.S. dollars, the Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.

2. Transactions with Affiliates and Related Parties

Private Capital Management, LLC (the “Adviser”) serves as the investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.90% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 1.00% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2015, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. As of April 30, 2015, the amount of potential recovery was as follows:

 

                       Expiration     

 4/30/2016 

  

 4/30/2017 

  

 4/30/2018 

$271,563    $266,144    $273,334

 

21


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

For the year ended April 30, 2015, the Adviser earned fees of $548,835, and waived fees of $273,334. As of April 30, 2015, investment advisory fees payable to the Adviser were $30,968.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Class A Shares.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $5,668. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases    Sales

Investment Securities

   $17,435,139    $19,608,399

 

22


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Capital Share Transactions

For the years ended April 30, 2015 and April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Year Ended
April 30, 2015
    For the Year Ended
April 30, 2014
 
     Shares     Amount     Shares     Amount  

Class A

        

Sales

     253,507      $ 4,121,934        257,448      $ 3,894,335   

Reinvestments

     15,985        258,803        26,000        385,316   

Redemption Fees*

                          168   

Redemptions

     (302,533     (4,852,369     (140,969     (2,121,694
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  (33,041 $ (471,632   142,479    $ 2,158,125   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class I

Sales

  977,060    $ 16,001,028      678,192    $ 10,223,554   

Reinvestments

  175,840      2,867,941      165,830      2,467,552   

Redemption Fees*

                 250   

Redemptions

  (636,096   (10,303,396   (685,594   (10,515,244
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

  516,804    $ 8,565,573      158,428    $ 2,176,112   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase

  483,763    $ 8,093,941      300,907    $ 4,334,237   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

 

*

There is a 2.00% redemption fee that may be charged on shares redeemed within the first 30 days of their acquisition. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net asset components on the Statement of Asset and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, these adjustments were to increase undistributed net investment income by $19,347,

 

23


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

decrease accumulated net realized gain by $19,297 and decrease paid-in capital by $50, primarily attributable to net operating loss reclass and other capital gain adjustments. Net assets were not affected by these adjustments.

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $3,330,481 of long-term capital gains dividends. For the year ended April 30, 2014, the tax character of distributions paid by the Fund was $3,044,303 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss
Carryforward

  Undistributed
Ordinary Income
  Undistributed
Long-Term Gain
  Unrealized
Appreciation/
(Depreciation)
  Qualified Late-Year
Losses
$ —   $14,170   $4,784,147   $20,503,465   $—

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

At April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

Federal tax cost

$ 40,708,568   
  

 

 

   

Gross unrealized appreciation

$ 22,178,369   

Gross unrealized depreciation

  (1,674,904
  

 

 

   

Net unrealized appreciation

$ 20,503,465   
  

 

 

   

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Fund had no capital loss deferrals.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund did not have any capital loss carryforwards.

 

24


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date that the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

25


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of FundVantage Trust and Shareholders of the

Private Capital Management Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Private Capital Management Value Fund (the “Fund”) at April 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented May 28, 2010 (commencement of operations) through April 30, 2015, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

June 26, 2015

 

26


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 568-1267 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

27


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the year ended April 30, 2015, the Fund paid $3,330,481 of long-term capital gain dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

28


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 568-1267.

 

29


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional information for the Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (888) 568-1267.

 

Name

and Date of Birth

 

Position(s) Held  

with Trust  

 

Term of Office  

and Length of  

Time Served  

  Principal Occupation(s)
During Past Five Years
 

 

Number of  

Funds in  

Trust Complex  
Overseen by  

Trustee  

 

 

Other

Directorships

Held by Trustee

 

INDEPENDENT TRUSTEES

 

 

ROBERT J. CHRISTIAN

Date of Birth: 2/49

 

 

Trustee and Chairman of the Board

 

 

Shall serve until death, resignation or removal. Trustee and Chairman since 2007.

 

 

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

 

 

38

 

 

Optimum Fund Trust (registered investment company) (6 portfolios).

 

IQBAL MANSUR

Date of Birth: 6/55

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2007.

 

 

 

University Professor, Widener University.

 

 

38

 

 

None.

 

30


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

Position(s) Held  

with Trust  

 

Term of Office  

and Length of  

Time Served  

  Principal Occupation(s)
During Past Five Years
 

 

Number of  

Funds in  

Trust Complex  
Overseen by  

Trustee  

 

 

Other

Directorships

Held by Trustee

 

DONALD J. PUGLISI

Date of Birth: 8/45

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2008.

 

 

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

 

 

38

 

 

None.

 

STEPHEN M. WYNNE

Date of Birth: 1/55

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2009.

 

 

Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.

 

 

38

 

 

Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

 

31


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

Position(s) Held  

with Trust  

 

Term of Office  

and Length of  

Time Served  

  Principal Occupation(s)
During Past Five Years
 

 

Number of  

Funds in  

Trust Complex  
Overseen by  

Trustee  

 

 

Other

Directorships

Held by Trustee

 

INTERESTED TRUSTEE1

 

NANCY B. WOLCOTT

 

Date of Birth: 11/54

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2011.

 

 

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

 

 

38

 

 

None.

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

32


PRIVATE CAPITAL MANAGEMENT VALUE FUND

Fund Management (Concluded)

(Unaudited)

 

Name

and Date of Birth

 

Position(s) Held

with Trust

 

 

Term of Office

and Length of

Time Served

 

 

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

 

JOEL L. WEISS

Date of Birth: 1/63

 

 

President and Chief Executive Officer

 

 

Shall serve until death, resignation or removal. Officer since 2007.

 

 

Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

 

 

JAMES G. SHAW

Date of Birth: 10/60

 

 

Treasurer and Chief Financial Officer

 

 

Shall serve until death, resignation or removal. Officer since 2007.

 

 

Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

 

 

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

 

 

Secretary

 

 

Shall serve until death, resignation or removal. Officer since 2012.

 

 

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

 

DAVID C. LEBISKY

Date of Birth: 5/72

 

 

Chief Compliance Officer

 

 

Shall serve until death, resignation or removal. Officer since 2015.

 

 

Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

 

33


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 

 

 

 

 

 


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 

 

 

 

 

 


Investment Adviser

Private Capital Management, LLC

8889 Pelican Bay Boulevard

Suite 500

Naples, FL 34108

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

PRIVATE CAPITAL MANAGEMENT VALUE FUND

of

FundVantage Trust

Class A

Class I

ANNUAL REPORT

April 30, 2015

 

This report is submitted for the general information of the shareholders of the Private Capital Management Value Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Private Capital Management Value Fund.

 


QUALITY DIVIDEND FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Shareholder,

During the fiscal year ended April 30, 2015, the Quality Dividend Fund (the “Fund”) Class A Shares (without the sales charge) were up 9.65%, compared to 12.98% for the Standard & Poor’s 500® Index (“S&P 500”). Since inception on September 30, 2013, The Fund’s Class A Shares (without the sales charge) have risen at an annualized rate of 13.40% versus 16.89% for the S&P 500. Sector exposure was a headwind for performance relative to the S&P 500 during the fiscal year. The three best performing sectors were Health Care, Information Technology, and Consumer Discretionary. The Fund was underweight compared to the S&P 500 in each of these sectors, with approximately half the market weight in both Health Care and Information Technology. The underweight to Information Technology and Health Care alone would account for approximately a 3.5% drag on performance relative to the S&P 500. The Fund was overweight both Telecommunication Services and Utilities, which each dramatically underperformed the S&P 500. The Fund benefited from reducing exposure to Energy, the worst performing sector, and also from its exposure to 3 Master Limited Partnerships, which provided average returns well in excess of the market. Given the overall headwinds presented by sector allocation, performance of the Fund has been favorable.

While we do monitor short-term price performance, we believe sector biases will shift over time and therefore focus on achieving the longer-term goals of the Fund. The bulk of our attention is focused on Fund holdings achieving the objectives of maintaining and growing an attractive level of income. The average yield of the Fund’s holdings was 4.2% as of April 30, 2015 while the Fund’s 30-day current yield was 2.93%.¹ Over the past year, each of the 28 holdings have announced dividend increases, with an average dividend growth of 8.0%.

Changes

There were eight net changes to the Fund over the last fiscal year. Stocks were removed for reasons including strong performance reducing current yield, corporate actions that prompted price appreciation, and the desire to reduce exposure to declining oil prices. Additions presented favorable current yield or dividend growth prospects, and reduced the risk profile of the portfolio.

Stocks that were removed include ConocoPhillips (COP), Dr. Pepper Snapple (DPS), AGL Resources (GAS), Waste Management (WM), BP Plc (BP), Duke Energy (DUK), Kraft Foods Group (KRFT), and General Electric (GE).

Additions include Target Corp (TGT), Consolidated Edison (ED), McDonald’s Corp. (MCD), Health Care REIT (HCN), Iron Mountain Inc. (IRM), Procter & Gamble (PG), Johnson & Johnson (JNJ), and Caterpillar Inc. (CAT).

 

1


QUALITY DIVIDEND FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

Distributions

The Fund has had four distributions during the fiscal year. Class A Shares distributed $0.105661 per share on 7/1/2014, $0.046603 per share on 10/1/2014, $0.172442 per share on 12/31/2014, and $0.087019 per share on 4/1/2015 . Class C Shares distributed $0.093276 per share on 7/1/2014, $0.017098 per share on 10/1/2014, $0.117077 per share on 12/31/2014, and $0.037694 per share on 4/1/2015.

Outlook

We feel the Fund is solidly positioned to continue to pursue its objectives. On average, portfolio constituents are paying out 66% of their earnings in dividends, providing ample cushion for maintaining current dividends. Oil price weakness and the impact of the strong dollar have significantly reduced 2015 EPS expectations for a couple holdings, leaving projected EPS growth flat for 2015, but growth of 8.5% is expected in 2016. We anticipate the current holdings to grow their dividends by an average of 6.4% over the next twelve months, aided by their dividend payout and earnings growth expectations. The average P/E of stocks in the portfolio is 17.1x versus 16.9x for the S&P 500. Excluding the Master Limited Partnerships in the portfolio, which carry a much higher P/E, the average P/E is 15.9x. We feel the portfolio’s low relative valuation, manageable dividend payout and solid earnings growth align well with the Fund’s objectives of achieving current income and providing long-term growth of capital.

Sincerely,

Larry Baker, CFA

Portfolio Manager

Richard E. Cripps, CFA

Portfolio Manager

Michael S. Scherer

Portfolio Manager

 

 

 

¹

The quoted 30-day current yield is for the Fund’s Class A Shares without sales charge. The current yields for Class A Shares with sales charge and for Class C Shares were 2.68% and 2.12% respectively. The current yield is calculated by dividing the Fund’s net investment income earned per share for the 30 day period ending April 30, 2015 by the Fund’s maximum offering price per share on the same date. Current yield does not measure actual distributions of net investment income to the Fund’s shareholders. Past performance does not guarantee future results.

Investments cannot be made directly in an Index. Unmanaged index returns assume reinvestment of any and all distributions and do not reflect fees, expenses, or sales charges.

This letter is intended to assist shareholders in understanding how the Fund performed during the period ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

 

2


QUALITY DIVIDEND FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

The above commentary is for informational purposes only and does not represent an offer, recommendation or solicitation to buy, hold or sell any security. The specific securities identified and described do not represent all of the securities purchased or sold and you should not assume that investments in the securities identified and discussed will be profitable.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

 

3


QUALITY DIVIDEND FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $10,000 in Quality Dividend Fund’s Class A

vs. S&P 500 Index

 

LOGO

Class A Shares of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net investment of $9,425. Performance of Class C Shares will vary from Class A Shares due to the difference in class specific fees.

 

Average Annual Total Returns for the Periods Ended April 30, 2015

 

  

  

1 Year

 

Since

Inception

 

    Class A (without sales charge)

  9.65   13.40

    Class A (with sales charge)

  3.36   9.24

    Class C

  8.91   12.67

    S&P 500 Index

  12.98   16.89 %* 

    S&P 500 Index

  12.98   16.36 %** 

 

 

The Quality Dividend Fund (“the Fund”) Class A Shares commenced operations on September 30, 2013; Class C Shares commenced operations on October 1, 2013.

 

*

Benchmark performance is from the inception date of Class A Shares of the Fund (September 30, 2013) only and is not the inception date of the benchmark itself.

 

**

Benchmark performance is from the inception date of Class C Shares of the Fund (October 1, 2013) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month end may be obtained by calling (888) 201-5799.

 

4


QUALITY DIVIDEND FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The returns of Class A shares reflect a deduction for the maximum front end sales charge of 5.75%. All of the Fund’s share classes apply a 1.00% fee to the value of shares redeemed within 60 days of purchase. The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2014, are 2.97% and 1.24% for Class A Shares and 3.72% and 1.99% for Class C Shares of the Class’ average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Choice Financial Partners, Inc., d/b/a EquityCompass Strategies (“EquityCompass” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 0.99% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in effect until September 30, 2016, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. Total fees would be higher had such fees and expenses not been waived and/or reimbursed.

The Fund intends to evaluate performance as compared to that of the S&P 500. The S&P 500 is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.

Mutual fund investing involves risk, including possible loss of principal. The Fund’s dividend income and distributions will fluctuate, and at times the Fund may underperform other funds that invest more broadly or that have different investment styles. Some of the assets in which the Fund may invest entail special risks. Foreign stocks may be affected by currency fluctuations, social and political instability, and lax regulatory and financial reporting standards. Master Limited Partnerships (“MLPs”) may fluctuate abruptly in value and be difficult to liquidate. Real Estate Investment Trusts (“REITs”) entail risks related to real estate, such as tenant defaults, declining occupancy rates, and falling property values due to deteriorating economic conditions. Listed REIT stocks may fluctuate erratically in market price while non-listed REITs may be illiquid.

 

5


QUALITY DIVIDEND FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees, if any, and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the six month period from November 1, 2014 through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of each accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of each accompanying 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 your 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of the accompanying 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.

 

6


QUALITY DIVIDEND FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

     Quality Dividend Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class A

        

Actual

   $1,000.00    $1,036.80    $  6.26

Hypothetical (5% return before expenses)

     1,000.00      1,018.65        6.21

Class C

        

Actual

   $1,000.00    $1,033.60    $10.03

Hypothetical (5% return before expenses)

     1,000.00      1,014.93        9.94

 

*

Expenses are equal to an annualized expense ratio for the six month period ended April 30, 2015 of 1.24% and 1.99% for Class A and Class C Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six month total returns for the Fund of 3.68% and 3.36% for Class A and Class C Shares, respectively.

 

7


QUALITY DIVIDEND FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

COMMON STOCKS:

    

Oil, Gas & Consumable Fuels

     17.7   $ 10,018,681   

REITs

     13.1        7,373,235   

Diversified Telecommunication Services

     10.5        5,903,036   

Pharmaceuticals

     10.3        5,799,419   

Household Products

     6.8        3,845,311   

Software

     3.9        2,228,296   

Computers & Peripherals

     3.8        2,119,029   

Machinery

     3.6        2,040,377   

Tobacco

     3.6        2,031,493   

Commercial Banks

     3.6        2,027,761   

Communications Equipment

     3.6        2,015,822   

Chemicals

     3.5        1,993,947   

Hotels, Restaurants & Leisure

     3.5        1,960,351   

Multi-Utilities

     3.4        1,947,319   

Electric Utilities

     3.4        1,942,334   

Multiline Retail

     3.4        1,918,722   

Exchange Traded Fund

     1.5        840,420   

Other Assets in Excess of Liabilities

     0.8        443,029   
  

 

 

   

 

 

 

NET ASSETS

     100.0   $ 56,448,582   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

8


QUALITY DIVIDEND FUND

Portfolio of Investments

April 30, 2015

 

 

     Number
of Shares
     Value  

COMMON STOCKS — 97.7%

  

Chemicals — 3.5%

     

The Dow Chemical Co.

     39,097       $     1,993,947   
     

 

 

 

Commercial Banks — 3.6%

  

Bank of Montreal
(Canada)

  31,053      2,027,761   
     

 

 

 

Communications Equipment — 3.6%

  

Cisco Systems, Inc.

  69,921      2,015,822   
     

 

 

 

Computers & Peripherals — 3.8%

  

Seagate Technology PLC (Ireland)

  36,087      2,119,029   
     

 

 

 

Diversified Telecommunication Services — 10.5%

  

AT&T, Inc.

  57,189      1,981,027   

BCE, Inc. (Canada)

  44,241      1,951,470   

Verizon Communications, Inc.

  39,067      1,970,539   
     

 

 

 
  5,903,036   
     

 

 

 

Electric Utilities — 3.4%

  

The Southern Co.

  43,845      1,942,334   
     

 

 

 

Hotels, Restaurants & Leisure — 3.5%

  

McDonald’s Corp.

  20,304      1,960,351   
     

 

 

 

Household Products — 6.8%

  

Kimberly-Clark Corp.

  17,566      1,926,814   

Procter & Gamble Co. (The)

  24,129      1,918,497   
     

 

 

 
  3,845,311   
     

 

 

 

Machinery — 3.6%

  

Caterpillar, Inc.

  23,485      2,040,377   
     

 

 

 

Multiline Retail — 3.4%

  

Target Corp.

  24,340      1,918,722   
     

 

 

 

Multi-Utilities — 3.4%

  

Consolidated Edison, Inc.

  31,638      1,947,319   
     

 

 

 
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Oil, Gas & Consumable Fuels — 17.7%

  

Buckeye Partners L.P. 

     25,122       $ 2,049,453   

Enbridge Energy Partners L.P. 

     52,849         1,962,812   

Energy Transfer Partners L.P. 

     35,565         2,054,946   

Kinder Morgan, Inc.

     45,793         1,966,809   

Royal Dutch Shell PLC, ADR.

     31,289         1,984,661   
     

 

 

 
  10,018,681   
     

 

 

 

Pharmaceuticals — 10.3%

  

GlaxoSmithKline PLC, SP ADR.

  41,727      1,925,701   

Johnson & Johnson

  19,586      1,942,931   

Pfizer, Inc.

  56,905      1,930,787   
     

 

 

 
  5,799,419   
     

 

 

 

REITs — 13.1%

  

Digital Realty Trust, Inc.

  29,950      1,899,129   

Health Care REIT, Inc.

  25,609      1,844,360   

Iron Mountain, Inc.

  52,402      1,807,345   

Omega Healthcare Investors, Inc.

  50,496      1,822,401   
     

 

 

 
  7,373,235   
     

 

 

 

Software — 3.9%

  

Microsoft Corp.

  45,812      2,228,296   
     

 

 

 

Tobacco — 3.6%

  

Philip Morris International, Inc.

  24,338      2,031,493   
     

 

 

 

TOTAL COMMON STOCKS (Cost $52,225,057)

   

      55,165,133   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

9


QUALITY DIVIDEND FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

    Number
of Shares
    Value  

EXCHANGE TRADED FUND — 1.5%

  

SPDR S&P Dividend ETF

    10,819      $ 840,420   
   

 

 

 

TOTAL EXCHANGE TRADED FUND (Cost $834,365)

  840,420   
   

 

 

 

TOTAL INVESTMENTS - 99.2%
(Cost $53,059,422)

  56,005,553   
   

 

 

 

OTHER ASSETS IN EXCESS OF LIABILITIES - 0.8%

  443,029   
   

 

 

 

NET ASSETS - 100.0%

$     56,448,582   
   

 

 

 

 

ADR

American Depositary Receipt

L.P.

Limited Partnership

PLC

Public Limited Company

REIT

Real Estate Investment Trust

SP ADR

Sponsored Depositary Receipt

Master Limited Partnerships
 

 

The accompanying notes are an integral part of the financial statements.

 

10


QUALITY DIVIDEND FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $53,059,422)

$ 56,005,553   

Cash

  696,000   

Receivable for investments sold

  815,984   

Receivable for capital shares sold

  45,554   

Dividends and interest receivable

  129,387   

Prepaid expenses and other assets

  3,645   
  

 

 

 

Total assets

  57,696,123   
  

 

 

 

Liabilities

Payable for investments purchased

  1,104,534   

Payable for Investment Adviser

  22,576   

Payable for custodian fees

  20,046   

Payable for distribution fees

  19,715   

Payable for transfer agent fees

  17,588   

Payable for administration and accounting fees

  13,944   

Payable for capital shares redeemed

  5,206   

Payable for shareholder servicing fees

  4,188   

Accrued expenses

  39,744   
  

 

 

 

Total liabilities

  1,247,541   
  

 

 

 

Net Assets

$ 56,448,582   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

$ 48,301   

Paid-in capital

  52,597,743   

Accumulated net investment income

  150,997   

Accumulated net realized gain from investments

  705,410   

Net unrealized appreciation on investments

  2,946,131   
  

 

 

 

Net Assets

$ 56,448,582   
  

 

 

 

Class A:

Net asset value and redemption price per share ($35,628,934 / 3,054,703 shares)

$ 11.66   
  

 

 

 

Maximum offering price per share (100/94.25 of $11.66)

$ 12.37   
  

 

 

 

Class C:

Net asset value, offering and redemption price per share ($20,819,648 / 1,775,400 shares)

$ 11.73   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

11


QUALITY DIVIDEND FUND

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Dividends

$ 1,495,823   

Less: foreign taxes withheld

  (29,274

Interest

  90   
  

 

 

 

Total investment income

  1,466,639   
  

 

 

 

Expenses

Advisory fees (Note 2)

  246,439   

Distribution fees (Class C) (Note 2)

  102,474   

Administration and accounting fees (Note 2)

  73,292   

Transfer agent fees (Note 2)

  72,349   

Distribution fees (Class A) (Note 2)

  68,525   

Registration and filing fees

  56,378   

Shareholder Servicing fees (Class C)

  34,158   

Legal fees

  24,576   

Audit fees

  23,560   

Trustees’ and officers’ fees (Note 2)

  21,867   

Custodian fees (Note 2)

  20,738   

Printing and shareholder reporting fees

  16,036   

Other expenses

  5,125   
  

 

 

 

Total expenses before waivers

  765,517   
  

 

 

 

Less: waivers (Note 2)

  (153,735
  

 

 

 

Net expenses after waivers

  611,782   
  

 

 

 

Net investment income

  854,857   
  

 

 

 

Net realized and unrealized gain from investments:

Net realized gain from investments

  1,095,201   

Net change in unrealized appreciation/(depreciation) on investments

  1,505,181   
  

 

 

 

Net realized and unrealized gain on investments

  2,600,382   
  

 

 

 

Net increase in net assets resulting from operations

$ 3,455,239   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

12


QUALITY DIVIDEND FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Period Ended
April 30, 2014*
 

Increase in net assets from operations

Net investment income

$ 854,857    $ 227,727   

Net realized gain from investments

  1,095,201      92,959   

Net change in unrealized appreciation/(depreciation) on investments

  1,505,181      1,440,950   
 

 

 

   

 

 

 

Net increase in net assets resulting from operations

  3,455,239      1,761,636   
 

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Class A

  (683,408   (118,711

Class C

  (155,091   (27,405
 

 

 

   

 

 

 

Total net investment income

  (838,499   (146,116
 

 

 

   

 

 

 

Net realized capital gain:

Class A

  (327,448     

Class C

  (160,307     
 

 

 

   

 

 

 

Total net realized capital gain

  (487,755     
 

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (1,326,254   (146,116
 

 

 

   

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  25,485,806      27,218,271   
 

 

 

   

 

 

 

Total increase in net assets

  27,614,791      28,833,791   
 

 

 

   

 

 

 

Net assets

Beginning of period

  28,833,791        
 

 

 

   

 

 

 

End of period

$ 56,448,582    $ 28,833,791   
 

 

 

   

 

 

 

Accumulated net investment income, end of period

$ 150,997    $ 119,640   
 

 

 

   

 

 

 

 

 

*

The Fund commenced operations on September 30, 2013.

 

The accompanying notes are an integral part of the financial statements.

 

13


QUALITY DIVIDEND FUND

Financial Highlights

 

 

Contained below is per share operating performance data for each Class A Share outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Class A  
    For the
Year Ended
April 30, 2015
        For the Period
September 30,
2013* to
April 30, 2014
 

Per Share Operating Performance

     

Net asset value, beginning of period

    $ 11.02          $ 10.00   
 

 

 

     

 

 

 

Net investment income(1)

  0.27      0.16   

Net realized and unrealized gain on investments

  0.79      0.96   
 

 

 

     

 

 

 

Net increase in net assets resulting from operations

  1.06      1.12   
 

 

 

     

 

 

 

Dividends and distributions to shareholders from:

Net Investment Income

  (0.28   (0.10

Net realized capital gain

  (0.14     
 

 

 

     

 

 

 

Total dividends and distributions

  (0.42   (0.10
 

 

 

     

 

 

 

Redemption Fees

  (2)    (2) 
 

 

 

     

 

 

 

Net asset value, end of period

  $ 11.66      $ 11.02   
 

 

 

     

 

 

 

Total investment return(3)

  9.65   11.27

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

  $35,629      $20,745   

Ratio of expenses to average net assets

  1.24   1.24 %(4) 

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

  1.62   2.97 %(4) 

Ratio of net investment income to average net assets

  2.33   2.65 %(4) 

Portfolio turnover rate

  67.56   10.71 %(6) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.

(4) 

Annualized.

(5) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

14


QUALITY DIVIDEND FUND

Financial Highlights

 

 

Contained below is per share operating performance data for each Class C Share outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

    Class C  
    For the
Year Ended
April 30, 2015
        For the Period
October 1, 2013*
to April 30, 2014
 

Per Share Operating Performance

     

Net asset value, beginning of period

    $ 11.02          $ 10.00   
 

 

 

     

 

 

 

Net investment income(1)

  0.18      0.12   

Net realized and unrealized gain on investments

  0.80      0.96   
 

 

 

     

 

 

 

Net increase in net assets resulting from operations

  0.98      1.08   
 

 

 

     

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.13   (0.06

Net realized capital gain.

  (0.14     
 

 

 

     

 

 

 

Total dividends and distributions

  (0.27   (0.06
 

 

 

     

 

 

 

Redemption Fees

  (2)    (2) 
 

 

 

     

 

 

 

Net asset value, end of period

  $ 11.73      $ 11.02   
 

 

 

     

 

 

 

Total investment return(3)

  8.91   10.84

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

  $20,820      $8,089   

Ratio of expenses to average net assets

  1.99   1.99 %(4) 

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

  2.35   3.72 %(4) 

Ratio of net investment income to average net assets

  1.58   1.46 %(4) 

Portfolio turnover rate

  67.56   10.71 %(6) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4) 

Annualized.

(5) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

15


QUALITY DIVIDEND FUND

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The Quality Dividend Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on September 30, 2013. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares; Class A, Class C and Institutional Class Shares. Class A shares are subject to a front end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”), as a percentage of the lower of the original purchase price or net asset value at redemption, of 1.00% may be imposed on full or partial redemptions of Class A Shares made within twelve months of purchase where (i) $1 million or more of Class A Shares was purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale. A CDSC of 1% may apply to Class C Shares when shares are redeemed within 12 months after initial purchase. As of April 30, 2015, Institutional Class Shares have not been issued.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Options are valued at last sale price. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

16


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

•    Level 1

  —  

quoted prices in active markets for identical securities;

•    Level 2

  —  

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•    Level 3

  —  

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

   

Total Market Value at
04/30/15

     Level 1
Quoted

Price
     Level 2
Other Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Investments in Securities*

     $56,005,553        $ 56,005,553       $                 —       $                 —   
    

 

      

 

 

    

 

 

    

 

 

 

 

  *

Please refer to Portfolio of Investments for further details.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 

17


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

MLP Common Units — Master Limited Partnership (“MLP”) common units represent limited partnership interests in the MLP. Common units are generally listed and traded on the U.S. securities exchanges or OTC with their value fluctuating predominantly based on the success of the MLP. Unlike owners of common stock of a corporation, owners of MLP common units have limited voting rights and have no ability to annually elect directors. MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions. Common unit holders have first

 

18


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

priority to receive quarterly cash distributions up to the minimum quarterly distribution and have arrearage rights. In the event of liquidation, common unit holders have preference over subordinated units, but not debt holders or preferred unit holders, to remaining assets of the MLP.

Dividends and Distributions to Shareholders — Dividends from net investment income are declared and paid quarterly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Affiliates and Related Parties

Choice Financial Partners, Inc., doing business as EquityCompass Strategies (“EquityCompass” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.60% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 0.99% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in effect until September 30, 2016 unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

 

19


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

At April 30, 2015, the amount of potential recovery was as follows:

 

Expiration       

April 30, 2017

   April 30, 2018  

$132,314

     $153,735   

For the year ended April 30, 2015, the Adviser earned advisory fees of $246,439 and waived fees of $153,735.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

BNY Mellon and the Custodian have the ability to recover amounts previously waived if the Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00%, on an annualized basis, of the average daily net assets of the Fund’s Class A and Class C Shares, respectively.

The Trustees of the Trust who are not officers or employees of an investment adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $4,501. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

 

20


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 53,141,444       $ 27,516,097   

4. Capital Share Transactions

For the year ended April 30, 2015 and the period from September 30, 2013, commencement of operations, to April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Year Ended
April 30, 2015
    For the Period Ended
April 30, 2014
 
     Shares     Amount     Shares     Amount  

Class A

        

Sales

     1,419,661      $ 16,286,939        1,891,844      $ 19,696,744   

Reinvestments

     74,734        859,829        9,576        100,233   

Redemption Fees*

            7,881               153   

Redemptions

     (322,569     (3,645,849     (18,543     (196,132
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

  1,171,826    $ 13,508,800      1,882,887    $ 19,600,998   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class C

Sales

  1,079,022    $ 12,398,779      742,148    $ 7,703,227   

Reinvestments

  23,868      276,019      2,171      22,359   

Redemption Fees*

       3,274           62   

Redemptions

  (61,684   (701,066   (10,125   (108,375
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase

  1,041,206    $ 11,977,006      734,194    $ 7,617,273   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Net Increase

  2,213,032    $ 25,485,806      2,617,071    $ 27,218,271   
  

 

 

   

 

 

   

 

 

   

 

 

 

* There is a 1.00% redemption fee that may be charged on shares redeemed which have been held for 60 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based

 

21


QUALITY DIVIDEND FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as tax benefit or expense in the current year. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, these adjustments were to increase accumulated net investment income and accumulated net realized gain/(loss) by $14,999 and $5,005, respectively, and to decrease paid-in-capital by $20,004. These adjustments are primarily attributable to disallowed expenses. Net investment income, net realized gains and net assets were not affected by these adjustments.

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $1,324,626 of ordinary income dividends and $1,628 of long-term capital gains dividends. For the period ended April 30, 2014, the tax character of distributions paid by the Fund was $146,116 of ordinary income dividends. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss

Carryforward

 

Undistributed

Ordinary Income

 

Undistributed

Long-Term Gain

 

Unrealized

Appreciation

 

Other Temporary
Differences

      $ —

  $106,254   $727,203   $2,978,540   $(9,459)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

 

Federal tax cost

   $ 53,027,013         
  

 

 

       

Gross unrealized appreciation

$ 3,793,189   

Gross unrealized depreciation

  (814,649
  

 

 

       

Net unrealized appreciation

$ 2,978,540   
  

 

 

       

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between

 

22


QUALITY DIVIDEND FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, the Fund had no loss deferrals and no late year ordinary loss.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund did not have any capital loss carryforwards.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

23


QUALITY DIVIDEND FUND

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of the FundVantage Trust and

Shareholders of the Quality Dividend Fund

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the Quality Dividend Fund (one of the series constituting FundVantage Trust) (the “Fund”) as of April 30, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for the year then ended and the period from September 30, 2013 (commencement of operations) to April 30, 2014, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2015, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Quality Dividend Fund (one of the series constituting FundVantage Trust) at April 30, 2015, the results of its operations for the year then ended, the changes in its net assets for the year then ended and the period from September 30, 2013 (commencement of operations) to April 30, 2014, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Philadelphia, Pennsylvania

June 26, 2015

 

24


QUALITY DIVIDEND FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Fund paid $1,324,626 of ordinary income dividends and $1,628 of long-term capital gains dividends to its shareholders. Dividends from short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 85.79% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 0.01%.

The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 65.69%.

The Fund designates 81.21% of ordinary income distributions as qualified short-term gain pursuant to the American Jobs Creation Act of 2004.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

25


QUALITY DIVIDEND FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 201-5799 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330

 

26


QUALITY DIVIDEND FUND

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 201-5799.

 

27


QUALITY DIVIDEND FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and Officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request by calling (888) 201-5799

 

Name

and Date of Birth

  Position(s) Held
with Trust
 

Term of Office

and Length of

Time Served

 

Principal Occupation(s)

During Past Five Years

 

 

Number of
Funds in
Trust Complex  
Overseen by
Trustee

 

  Other
Directorships
  Held by Trustee

 

INDEPENDENT TRUSTEES

 

 

ROBERT J. CHRISTIAN

Date of Birth: 2/49

 

 

Trustee and Chairman of the Board

 

 

Shall serve until death, resignation or removal. Trustee and Chairman since 2007.

 

 

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

 

38

 

 

Optimum Fund
Trust
(registered
investment
company)
(6 portfolios).

 

IQBAL MANSUR

Date of Birth: 6/55

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2007.

 

 

 

University Professor, Widener University.

 

 

38

 

 

None.

 

28


QUALITY DIVIDEND FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

Position(s) Held

with Trust

  Term of Office
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 

 

Number of
Funds in
Trust Complex
Overseen by
Trustee

 

  Other
Directorships
Held by Trustee

 

DONALD J. PUGLISI

Date of Birth: 8/45

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since

2008.

 

 

Managing Director of Puglisi  

& Associates (financial, administrative consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of  

Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

 

 

38

 

 

None.

 

STEPHEN M. WYNNE

Date of Birth: 1/55

 

 

Trustee

 

 

Shall serve until death, resignation or removal. Trustee since 2009.

 

 

Retired since December

2010; Chief Executive Officer   of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.

 

 

 

38

 

 

Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

29


QUALITY DIVIDEND FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

Position(s) Held 

with Trust

  Term of Office
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 

 

Number of
Funds in
Trust Complex
Overseen by
Trustee

 

 

Other

Directorships

Held by Trustee

 

INTERESTED TRUSTEE1

 

 

NANCY B. WOLCOTT

Date of Birth: 11/54

 

 

Trustee

 

 

Shall serve until death, resignation  

or removal. Trustee since 2011.

 

 

Retired since May 2014; EVP, Head of GFI Client Services Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of  

PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

 

 

38

 

 

None.

¹ Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

30


QUALITY DIVIDEND FUND

Fund Management (Continued)

(Unaudited)

 

Name
and Date of Birth
  Position(s) Held
with Trust
 

 

Term of Office
and Length of
Time Served

  Principal Occupation(s)
During Past Five Years

 

EXECUTIVE OFFICERS

 

 

JOEL L. WEISS

Date of Birth: 1/63

 

 

 

President and Chief Executive Officer

 

 

 

Shall serve until death, resignation or removal. Officer since 2007.

 

 

 

Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

 

 

JAMES G. SHAW

Date of Birth: 10/60

 

 

 

Treasurer and Chief  Financial Officer

 

 

 

Shall serve until death, resignation or removal. Officer since 2007.

 

 

 

Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

 

 

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

 

 

Secretary

 

 

 

Shall serve until death, resignation or removal. Officer since 2012.

 

 

 

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

 

DAVID C. LEBISKY

Date of Birth: 5/72

 

 

Chief Compliance Officer

 

 

Shall serve until death, resignation or removal. Officer since 2015.

 

 

Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

 

31


Investment Adviser

Choice Financial Partners, Inc.

d/b/a EquityCompass Strategies

501 North Broadway

St. Louis, MO 63102

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

 

LOGO

 

QUALITY DIVIDEND

FUND

of

FundVantage Trust

Class A (QDVAX)

Class C (QDVCX)

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the Quality Dividend Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Quality Dividend Fund.

 

 

Qua001


SIRIOS FOCUS FUND

Annual Investment Advisor’s Report

April 30, 2015

(Unaudited)

 

Dear Fellow Shareholder:

Sirios Focus Fund Institutional Class shares (SFDIX) returned +14.81%, net of expenses for the fiscal year ended April 30, 2015, while the S&P 500 total return has gained +12.98%.

The Sirios Focus Fund is a concentrated portfolio of equity and equity-related securities of approximately 25-50 companies. The Fund seeks to invest in companies of both U.S. and foreign issuers with significant long-term growth potential. The research approach is bottom-up, fundamental analysis focused generally on medium to large capitalization companies. The Fund is not managed to track the geographic or industry composition of any index and is not expected to correlate with any index.

Market Review

Positive U.S. economic news in the housing, auto, energy (shale), and manufacturing sectors provided a boost to market performance early in the fiscal year. Earnings reports during the summer months propelled the market further, although negative news from Portugal, Greece, and Argentina created periods of negative volatility. Falling oil prices and a strengthening U.S. dollar shifted investor interest away from the energy and materials sectors during the second half of the calendar year.

Weak oil prices and a strong dollar were offset by positive U.S. employment news as well as announcements by several central banks in Europe and Asia of accommodative measures to spur economic growth. In the U.S., investors focused their attention on the timing of interest rate hikes, which pressured the market early in the calendar year. First quarter GDP was revised downward given the effects of a cold winter, reduced investment in the energy sector, and seasonal-adjustment factors. The market ultimately finished higher for the calendar year-to-date through April, as investors looked past first quarter economic weakness toward a return to moderate growth for the balance of the year. Fundamentals appear to remain on track for a slow and steady recovery.

Portfolio Review

The top five contributors (+7.97%) for the fiscal year were Acuity Brands, Constellation Brands, Time Warner, Valeant Pharmaceuticals, and Whirlpool. The top five detractors (-2.24%) were Precision Castparts, Realogy, Telefonica (Germany), Viacom, and Vodafone (U.K.).

During the fiscal year, the Fund had exposure across most sectors but was focused primarily on the Consumer Discretionary, Financials, and Tech/Telecom sectors. The Fund continues to be focused primarily on U.S. equities where we continue to find attractive growth and fair valuations. The Fund’s cash balance decreased over the course of the year from 14.8% to 10.1%.

Within the Consumer sector, overall exposure decreased during the fiscal year. The largest reductions were in auto and housing with the elimination of Autonation, Whirlpool and Mohawk Industries. Constellation

 

1


SIRIOS FOCUS FUND

Annual Investment Advisor’s Report (Continued)

April 30, 2015

(Unaudited)

 

Brands was the best performing consumer position and has benefited from the acquisition of the Corona brand in the U.S. The Fund’s primary consumer exposure is in food and beverage, leisure, media, discount retail, and outdoor advertising. Each position has a unique thesis supporting the fundamental case.

Within the Energy/Industrial sector, overall exposure was reduced during the year. The biggest reduction was in commercial aerospace and U.S. transportation. For the fiscal year, the Fund’s exposure was concentrated in commercial aerospace, commercial lighting, and transportation. FedEx was a new position for the Fund and is well positioned to grow with e-commerce following the acquisition of Genco. The Fund continues to own Airbus which is well positioned to grow earnings with the production ramp of the A350. Airbus was reduced somewhat recently due to strong price appreciation.

Within the Financials sector, overall exposure increased for the year primarily through performance. The Fund was focused on U.S. regional banks as well as two special situations in the REIT industry. Signature Bank was the top performer in the sector, followed by Northstar Realty Finance, Colony Capital, and Bank of America. All positions remained in the portfolio at year end. Bank lending has continued to grow which has partially offset pressure on net interest margins as interest rates continue to be depressed. The REIT’s in the portfolio have favorable valuations and very attractive yields.

Healthcare exposure increased materially during the year. Several new pharmaceutical positions were added in companies with good growth prospects and management teams with a focus on capital management. Actavis was added post the acquisition of Allergan. Gilead has been a core position in the Fund and along with Valeant has performed well. We also established a new position in HCA Holdings, as the hospital service company is benefiting from an increase in patient insurance coverage.

The largest increase in sector exposure was to the Technology/Telecommunications sector. The Fund owned a number of companies that have benefited from the tight wireless spectrum environment in the U.S. User demand for data continues to grow due to a fundamental shift in how consumers access media content. Our top two positions in the sector, DISH Network, which has one of the largest amounts of unused spectrum, and T-Mobile U.S., which has excess capacity available to spur subscriber growth, were also the top two performers in the sector. The fund increased exposure in the technology sector adding EMC Corp., which is an attractively-valued mix of legacy storage networks combined with a unique portfolio of emerging technologies.

Outlook

Continued strength in the U.S. dollar, the collapse in oil prices, weaker commodity prices generally, and the significant decline in U.S. interest rates have all contributed to a much-improved stock picking environment.

While Europe and Asia continue to employ quantitative measures to provide economic stimulus, the U.S. appears closer to the point of policy normalization. Low interest rates, now coupled with lower fuel

 

2


SIRIOS FOCUS FUND

Annual Investment Advisor’s Report (Concluded)

April 30, 2015

(Unaudited)

 

costs, are likely to continue to buoy the consumer-led U.S. economy. The size of the Fed’s balance sheet, well in excess of $4 trillion, will take some time to unwind, which should extend the rate-normalization process.

The Fund continues to be focused primarily on U.S. equities, where we continue to find attractive growth and fair valuations. We remain cautious toward Europe given sluggish growth and long-term uncertainty regarding the future of the Euro. The Fund does not have any direct exposure to Asia as the persistent misallocation of capital has created the potential for a significant correction, driven by the Chinese property market.

Thank you for your continued confidence in Sirios Capital Management.

Sincerely,

John F. Brennan, Jr.

Managing Director

The performance data quoted represents past performance and does not guarantee future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than that quoted herein. For the most recent performance data, investors can call 1-866-640-5704. Returns are net of fees and expenses.

Risk Considerations: The Fund invests in growth stocks which may be particularly sensitive to market conditions and foreign securities which may expose the Fund to risks such as currency volatility, political and social instability and reduced market liquidity. The Fund is a non-diversified investment company which means that it will invest a larger portion of its assets in the securities of a single issuer compared with a diversified fund. An investment in the Fund therefore will entail greater risk than an investment in a diversified fund.

This letter is intended to assist shareholders in understanding how the Fund performed during the year ended April 30, 2015 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Portfolio composition is subject to change. The current and future holdings of the Fund are subject to investment risk.

 

3


SIRIOS FOCUS FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in Sirios Focus Fund Institutional Class

vs. S&P 500® Composite Price Index

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
  

1 year

Since Inception*   

Institutional Class

14.81% 10.53%  

S&P 500® Index

12.98% 12.85%  

 

*

The Sirios Focus Fund (the “Fund”) commenced operations on December 20, 2013. Benchmark performance is from the inception date of the Fund only and is not the inception date of the benchmark itself. The benchmark does not reflect any expenses or transaction costs.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5704. 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. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2014, are 1.64% and 1.51%, respectively, for Institutional Class Shares of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Sirios Capital Management, L.P. (“Sirios” or the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees), “Acquired Fund Fees and Expenses,” interest, extraordinary items and brokerage commissions, exceed 1.50% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

 

4


SIRIOS FOCUS FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

The Fund intends to evaluate performance as compared to that of the Standard & Poor’s 500® Composite Price Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified and invests in a limited number of securities. As a result, the Fund’s investment performance may be more volatile, as it may be more susceptible to risks associated with a single economic, political, or regulatory event than a fund that invests in a greater number of issuers.

 

5


SIRIOS FOCUS FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014, through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “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 accompanying 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 your 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying 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.

 

6


SIRIOS FOCUS FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

 

     Sirios Focus Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Institutional Class

              

Actual

     $ 1,000.00        $ 1,077.90        $ 7.88  

Hypothetical (5% return before expenses)

       1,000.00          1,017.21          7.65  

 

*

Expenses are equal to an annualized expense ratio, which includes recouped expenses for the six-month period ended April 30, 2015, of 1.53% for the Institutional Class Shares, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181 days), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six month total return for the Fund of 7.79% for the Institutional Class.

 

7


SIRIOS FOCUS FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

 

The following table presents a summary by security type of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

COMMON STOCKS:

    

Financials

     23.8   $ 7,056,291   

Communications

     19.4        5,732,345   

Industrials

     11.9        3,507,909   

Health Care

     11.0        3,265,992   

Consumer Discretionary

     6.9        2,053,278   

Consumer Staples

     6.8        2,002,696   

Information Technology

     5.2        1,540,836   

Materials

     3.7        1,088,902   

Warrants

     1.2        346,288   

Short-Term Investments

     12.0        3,560,188   

Liabilities In Excess of Other Assets

     (1.9     (557,404
  

 

 

   

 

 

 

NET ASSETS

  100.0 $ 29,597,321   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

8


SIRIOS FOCUS FUND

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — 88.7%

  

Communications — 19.4%

     

DISH Network Corp., Class A*

     20,318       $     1,374,716   

Google, Inc., Class A*

     1,060         581,696   

JCDecaux SA

     17,082         676,881   

Time Warner, Inc.

     18,111         1,528,749   

T-Mobile US, Inc.*

     30,316         1,031,957   

Verizon Communications, Inc.

     10,673         538,346   
     

 

 

 
  5,732,345   
     

 

 

 

Consumer Discretionary — 6.9%

  

Carnival Corp. (Panama)

  23,147      1,017,774   

Dollar Tree, Inc.*

  9,099      695,255   

Sirius XM Holdings, Inc.*

  86,139      340,249   
     

 

 

 
  2,053,278   
     

 

 

 

Consumer Staples — 6.8%

Constellation Brands, Inc., Class A

  14,670      1,700,840   

JM Smucker Co. (The)

  2,604      301,856   
     

 

 

 
  2,002,696   
     

 

 

 

Financials — 23.8%

Affiliated Managers Group, Inc.*

  1,685      381,029   

Bank of America Corp.

  84,680      1,348,952   

Colony Financial, Inc. REIT

  22,072      571,886   

Comerica, Inc.

  10,752      509,752   

JPMorgan Chase & Co.

  5,277      333,823   

KeyCorp.

  24,246      350,355   

Lamar Advertising Co. REIT

  7,900      457,884   

NorthStar Realty Finance Corp. REIT

  75,144      1,409,701   

Realogy Holdings Corp.*

  6,367      301,859   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Financials — (Continued)

     

Signature Bank*

     10,374       $     1,391,050   
     

 

 

 
  7,056,291   
     

 

 

 

Health Care — 11.0%

Actavis PLC (Ireland)*

  2,528      715,070   

Becton Dickinson and Co.

  3,054      430,217   

Endo International PLC (Ireland)*

  2,922      245,638   

Gilead Sciences, Inc.*

  3,599      361,735   

HCA Holdings, Inc.*

  5,797      429,036   

Universal Health Services, Inc., Class B

  4,688      548,262   

Valeant Pharmaceuticals International, Inc. (Canada)*

  2,471      536,034   
     

 

 

 
  3,265,992   
     

 

 

 

Industrials — 11.9%

Acuity Brands, Inc.

  1,762      294,166   

Airbus Group NV (France)

  9,287      646,531   

FedEx Corp.

  5,064      858,702   

JB Hunt Transport Services, Inc.

  1,126      98,187   

Old Dominion Freight Line, Inc.*

  6,996      497,625   

Precision Castparts Corp.

  2,345      484,688   

Saia, Inc.*

  8,245      335,984   

Union Pacific Corp.

  2,749      292,026   
     

 

 

 
  3,507,909   
     

 

 

 

Information Technology — 5.2%

  

Citrix Systems, Inc.*

  1,483      99,598   

CommVault Systems, Inc.*

  6,644      303,963   

Computer Sciences Corp.

  1,977      127,418   

EMC Corp.

  28,302      761,607   

Ruckus Wireless, Inc.*

  8,413      98,264   
 

 

The accompanying notes are an integral part of the financial statements.

 

9


SIRIOS FOCUS FUND

Portfolio of Investments (Continued)

April 30, 2015

 

    Number
of Shares
    Value  

COMMON STOCKS — (Continued)

  

Information Technology — (Continued)

  

Trimble Navigation Ltd.*

    5,898      $ 149,986   
   

 

 

 
  1,540,836   
   

 

 

 

Materials — 3.7%

Monsanto Co.

  4,403      501,766   

Sherwin-Williams Co. (The)

  2,112      587,136   
   

 

 

 
  1,088,902   
   

 

 

 

TOTAL COMMON STOCKS
(Cost $22,677,962)

   

      26,248,249   
   

 

 

 

WARRANTS — 1.2%

United States — 1.2%

JPMorgan Chase & Co., strike price @ $42.42, Expires 10/28/18*

  14,667      346,288   
   

 

 

 

TOTAL WARRANTS

(Cost $248,770)

  346,288   
   

 

 

 

SHORT-TERM INVESTMENTS — 12.0%

  

Money Market Fund — 4.6%

  

Dreyfus Government Cash Management Fund, Institutional Shares, 0.01%(a)

  1,360,379      1,360,379   
   

 

 

 
    Par
Value
       

U.S. Treasury Obligations — 7.4%

  

 

U.S. Treasury Bill
0.02% 09/17/2015(b)

  $ 2,200,000        2,199,809   
   

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(Cost $3,559,827)

   

  3,560,188   
   

 

 

 

 

     Value  

TOTAL INVESTMENTS - 101.9%
(Cost $26,486,559)

   $     30,154,725   

LIABILITIES IN EXCESS OF OTHER ASSETS - (1.9)%

     (557,404
  

 

 

 

NET ASSETS - 100.0%

$ 29,597,321   
  

 

 

 

                        

(a) 

Rate periodically changes. Rate disclosed is the daily yield on April 30, 2015.

(b) 

Short-term investments reflect the annualized effective yield on the date of purchase for discounted investments.

*

Non-income producing.

 

 

The accompanying notes are an integral part of the financial statements.

 

10


SIRIOS FOCUS FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

 

Forward foreign currency contracts outstanding as of April 30, 2015 were as follows:

 

    Currency Purchased  

       

Currency Sold

    

Settle Date

  

Counterparty

   Unrealized
Appreciation/
(Depreciation)
 

EUR

   103,536              USD      115,743       05/04/15    BNY    $ 518   

USD

   1,273,650         EUR      1,179,000       08/20/15    BNY      (52,259
                    

 

 

 

Net unrealized depreciation on forward foreign currency contracts:

$ (51,741
                    

 

 

 

 

Legend

BNY

Bank of New York Mellon

EUR

Euro

PLC

Public Limited Company

REIT

Real Estate Investment Trust

 

The accompanying notes are an integral part of the financial statements.

 

11


SIRIOS FOCUS FUND

Statement of Assets and Liabilities

April 30, 2015

 

 

Assets

Investments, at value (Cost $26,486,559)

$ 30,154,725   

Receivable for investments sold

  149,345   

Dividends and interest receivable

  8,078   

Prepaid expenses and other assets

  40,079   

Forward foreign currency contracts appreciation

  518   
  

 

 

 

Total assets

  30,352,745   
  

 

 

 

Liabilities

Payable for investments purchased

  601,601   

Payable to Investment Adviser

  23,577   

Payable for administration and accounting fees

  14,334   

Payable for custodian fees

  11,733   

Payable for transfer agent fees

  4,474   

Forward foreign currency contracts depreciation

  52,259   

Accrued expenses

  47,446   
  

 

 

 

Total liabilities

  755,424   
  

 

 

 

Net Assets

$ 29,597,321   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

$ 26,758   

Paid-in capital

  23,054,292   

Accumulated net investment income

  271,173   

Accumulated net realized gain from investments, forward foreign currency contracts and foreign currency transactions

  2,629,884   

Net unrealized appreciation on investments, forward foreign currency contracts and translation of assets and liabilities denominated in foreign currency

  3,615,214   
  

 

 

 

Net Assets

$ 29,597,321   
  

 

 

 

Institutional Class:

Shares Outstanding:

  2,675,799   
  

 

 

 

Net asset value, offering and redemption price per share

$ 11.06   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

12


SIRIOS FOCUS FUND

Statement of Operations

For the Year Ended April 30, 2015

 

 

Investment Income

Dividends

$ 648,454   

Less: foreign taxes withheld

  (3,456

Interest

  3,299   
  

 

 

 

Total investment income

  648,297   
  

 

 

 

Expenses

Advisory fees (Note 2)

  579,486   

Administration and accounting fees (Note 2)

  74,901   

Legal fees

  37,604   

Custodian fees (Note 2)

  30,877   

Transfer agent fees (Note 2)

  26,449   

Printing and shareholder reporting fees

  25,684   

Audit fees

  24,817   

Trustees’ and officers’ fees (Note 2)

  20,194   

Registration and filing fees

  18,024   

Other expenses

  7,956   
  

 

 

 

Total expenses before recoupment

  845,992   
  

 

 

 

Plus: Expenses recouped (Note 2)

  24,862   
  

 

 

 

Net expenses after recoupment

  870,854   
  

 

 

 

Net investment loss

  (222,557
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

Net realized gain from investments

  3,654,898   

Net realized loss from foreign currency transactions

  (25,075

Net realized gain from forward foreign currency contracts*

  453,460   

Net change in unrealized appreciation/(depreciation) on investments

  4,154,780   

Net change in unrealized appreciation/(depreciation) on foreign exchange translation

  (1,514

Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts*

  21,676   
  

 

 

 

Net realized and unrealized gain on investments

  8,258,225   
  

 

 

 

Net increase in net assets resulting from operations

$ 8,035,668   
  

 

 

 

 

 

*

Primary risk is foreign currency contracts.

 

The accompanying notes are an integral part of the financial statements.

 

13


SIRIOS FOCUS FUND

Statements of Changes in Net Assets

 

  For the   For the  
  Year Ended   Period Ended  
  April 30, 2015   April 30, 2014*  

Increase/(Decrease) in net assets from operations:

Net investment income/(loss)

$ (222,557 $ 1,798,450   

Net realized gain/(loss) from investments, forward foreign currency contracts and foreign currency transactions

  4,083,283      (827,978

Net change in unrealized appreciation/(depreciation) on investments, forward foreign currency contracts and foreign currency translations

  4,174,942      (559,728
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  8,035,668      410,744   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

  Institutional Class

  (1,663,312     
  

 

 

   

 

 

 

Net realized capital gains:

  Institutional Class

  (279,626     
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (1,942,938     
  

 

 

   

 

 

 

Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 4)

  (57,571,238   80,665,085   
  

 

 

   

 

 

 

Total increase/(decrease) in net assets

  (51,478,508   81,075,829   
  

 

 

   

 

 

 

Net assets

Beginning of period

  81,075,829        
  

 

 

   

 

 

 

End of period

$ 29,597,321    $ 81,075,829   
  

 

 

   

 

 

 

Accumulated net investment income, end of period

$ 271,173    $ 1,728,657   
  

 

 

   

 

 

 

 

 

*

The Fund commenced operations on December 20, 2013.

 

The accompanying notes are an integral part of the financial statements.

 

14


SIRIOS FOCUS FUND

Financial Highlights

 

 

 

Contained below is per share operating performance data, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

  Institutional  
  Class  
  For the
Year Ended
April 30, 2015
  For the Period
December 20, 2013*
to April 30, 2014
 

Per Share Operating Performance

Net asset value, beginning of period

$ 9.98    $ 10.00   
  

 

 

   

 

 

 

Net investment income/(loss)(1)

  (0.04   0.33 (2) 

Net realized and unrealized gain/(loss) on investments

  1.48      (0.35
  

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

  1.44      (0.02
  

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.31     

Net realized gains

  (0.05     
  

 

 

   

 

 

 

Total distributions

  (0.36     
  

 

 

   

 

 

 

Net asset value, end of period

$ 11.06    $ 9.98   
  

 

 

   

 

 

 

Total investment return(3)

  14.81   (0.20 )% 

Ratios/Supplemental Data

Net assets, end of period (000’s omitted)

$ 29,597    $ 81,076   

Ratio of expenses to average net assets

  1.50   1.50 %(4) 

Ratio of expenses to average net assets without waivers, expense reimbursements and recoupments, if any(5)

  1.46   1.63 %(4) 

Ratio of net investment income/(loss) to average net assets

  (0.38 )%    9.29 %(2)(4) 

Portfolio turnover rate

  173.03   76.17 %(6) 

 

* Commencement of operations.
(1)  The selected per share data was calculated using the average shares outstanding method for the period.
(2)  For the period ended April 30, 2014, net investment income per share reflects the receipt of a special dividend which amounted to $0.35 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been (0.62)%.
(3)  Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.
(4)  Annualized.
(5)  During the period, certain fees were waived or recouped. If such fee waivers /recoupments had not occurred, the ratios would have been as indicated (See Note 2).
(6)  Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

15


SIRIOS FOCUS FUND

Notes to Financial Statements

April 30, 2015

 

1. Organization and Significant Accounting Policies

The Sirios Focus Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on December 20, 2013. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers Class A, Class C, Institutional Class and Retail Class Shares. As of April 30, 2015, Class A, Class C and Retail Class Shares have not been issued.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. The Fund’s equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the Trust’s Board of Trustees (“Board of Trustees”). Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Any assets held by the Fund that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Fund determines the daily NAV per share. Foreign securities may trade on weekends or other days when the Fund does not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Fund. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Forward exchange contracts are valued at the forward rate. Investments in any mutual fund are valued at their respective NAVs as determined by those mutual funds each business day (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with procedures adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available and has delegated to the Adviser the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

16


SIRIOS FOCUS FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Fair Value Measurements — The inputs and valuations techniques used to measure fair value of the Fund’s net assets are summarized into three levels as described in the hierarchy below:

 

•  Level 1 

 quoted prices in active markets for identical securities;

•  Level 2 

 other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•  Level 3 

 significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The fair value of a Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s assets carried at fair value:

 

     Total Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks*

   $ 26,248,249       $ 26,248,249       $       $   

Warrants

     346,288         346,288                   

Short-Term Investments

     3,560,188         1,360,379         2,199,809           

Derivatives:

           

Foreign Currency Contracts

           

Forward Foreign Currency Contracts

     518                 518           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

$   30,155,243    $   27,954,916    $   2,200,327    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

17


SIRIOS FOCUS FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

     Total Value at
04/30/15
    Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
    Level 3
Significant
Unobservable
Inputs
 

Derivatives:

         

Foreign Currency Contracts

         

Forward Foreign Currency Contracts

   $ (52,259   $       $ (52,259   $   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total

$ (52,259 $    $ (52,259 $   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

*

Please refer to Portfolio of Investments for further details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also require the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

 

18


SIRIOS FOCUS FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short-term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment

 

19


SIRIOS FOCUS FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

 

of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Forward Foreign Currency Contracts — A forward foreign currency contract (“Forward Contract”) is a commitment to buy or sell a specific amount of a foreign currency at a negotiated price on a specified future date. Forward Contracts can help a fund manage the risk of changes in currency exchange rates. These contracts are marked-to-market daily at the applicable forward currency translation rates. A fund records realized gains or losses at the time the Forward Contract is closed. A Forward Contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. The fund’s maximum risk of loss from counterparty credit risk related to Forward Contracts is the fair value of the contract.

For the year ended April 30, 2015, the Fund’s average monthly volume of forward foreign currency contracts is as follows:

 

Forward Foreign

Currency

Contracts - Payable

(Value At Trade Date)

  Forward Foreign
Currency
Contracts - Receivable
(Value At Trade Date)

$(3,122,734)

  $3,122,734

Currency Risk — The Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Fund is determined on the basis of U.S. dollars, the Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against

 

20


SIRIOS FOCUS FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

2. Transactions with Affiliates and Related Parties

Sirios Capital Management, L.P. (“Sirios” or the “Adviser”) serves as the investment advisor to the Fund pursuant to an investment advisory agreement with the Trust (“Advisory Agreement”). For its services, the Adviser earns a monthly fee at the annual rate of 1.00% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees), “Acquired Fund Fees and Expenses,” interest, extraordinary items and brokerage commissions, exceed 1.50% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

For the year ended April 30, 2015, the Adviser earned advisory fees of $579,486 and recouped fees of $24,862 waived in prior periods.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average net assets, subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

 

21


SIRIOS FOCUS FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $6,090. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

     $85,645,988         $135,884,145   

4. Capital Share Transactions

For the year ended April 30, 2015 and the period ended April 30, 2014 transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Year Ended     For the Period Ended  
   April 30, 2015     April 30, 2014*  
   Shares     Value     Shares     Value  

Institutional Class

        

Sales

     2,688,585      $ 28,100,000        9,654,929      $ 95,864,794   

Reinvestments

     10,776        108,619                 

Redemptions

     (8,149,345     (85,779,857     (1,529,146     (15,199,709
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase (Decrease)

  (5,449,984 $ (57,571,238   8,125,783    $ 80,665,085   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*

The Fund commenced operations on December 20, 2013.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state, and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

 

22


SIRIOS FOCUS FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, these adjustments were to increase accumulated net investment income by $428,385 and to decrease accumulated net realized gains/(loss) by $428,385, which were primarily attributable to treatment of foreign currency gain/(loss). Net investment income, net realized gains and net assets were not affected by these adjustments.

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $1,942,938 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss

Carryforward

  

Undistributed

Ordinary Income

  

Undistributed

Long-Term Gain

  

Unrealized

Appreciation

  

Other

Temporary

Differences

      $  —

   $2,600,786    $838,043    $3,084,961    $(7,519)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

Federal tax cost

   $  27,069,071      
  

 

 

    

Gross unrealized appreciation

$ 3,852,059   

Gross unrealized depreciation

  (766,405
  

 

 

    

Net unrealized depreciation

$ 3,085,654   
  

 

 

    

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Fund had no loss deferrals.

 

23


SIRIOS FOCUS FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

Accumulated capital losses represent net capital loss carryovers as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund did not have any capital loss carryforwards.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

24


SIRIOS FOCUS FUND

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Trustees of FundVantage Trust and

Shareholders of the Sirios Focus Fund

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the Sirios Focus Fund (one of the series constituting FundVantage Trust) (the “Fund”) as of April 30, 2015, and the related statement of operations for the year then ended, and the statements of changes in net assets and financial highlights for the year then ended and the period from December 20, 2013 (commencement of operations) to April 30, 2014. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2015, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Sirios Focus Fund (one of the series constituting FundVantage Trust) at April 30, 2015, the results of its operations for the year then ended, and the changes in its net assets and its financial highlights for the year then ended and the period from December 20, 2013 (commencement of operations) to April 30, 2014, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Philadelphia, Pennsylvania

June 26, 2015

 

25


SIRIOS FOCUS FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the year ended April 30, 2015, the Fund paid $1,942,938 of ordinary income dividends. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 34.98% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 0.04%.

The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 5.55%.

A total of 0.40% of the dividends distributed during the fiscal year was derived from interest on U.S. government securities, which is generally exempt from state income tax.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

26


SIRIOS FOCUS FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 640-5704 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

27


SIRIOS FOCUS FUND

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (866) 640-5704.

 

28


SIRIOS FOCUS FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (866) 640-5704.

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

  

Principal Occupation(s)

During Past Five Years

  

 

Number of

Funds in
Trust Complex
Overseen by

Trustee

 

  

Other

Directorships
Held by Trustee

INDEPENDENT TRUSTEES
         

ROBERT J. CHRISTIAN    

Date of Birth: 2/49

   Trustee and Chairman of the Board    Shall serve until death, resignation or removal. Trustee and Chairman since 2007.   

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

   38    Optimum Fund Trust (registered investment company) (6 portfolios).
         

IQBAL MANSUR

Date of Birth: 6/55

   Trustee   

Shall serve until death, resignation or removal. Trustee since 2007.

 

   University Professor, Widener University.    38    None.

 

29


SIRIOS FOCUS FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of Time Served

  

Principal Occupation(s)

During Past Five Years

  

 

Number of

Funds in

Trust Complex Overseen by Trustee

 

   Other Directorships Held by Trustee
       

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.   

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

   38   

None.

           

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.    Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing 2003 to 2008.    38   

Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

 

30


SIRIOS FOCUS FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

   Position(s) Held with Trust    Term of Office and Length of Time Served    Principal Occupation(s) During Past Five Years   

 

Number of

Funds in

Trust Complex Overseen by Trustee

 

   Other Directorships Held by Trustee
INTERESTED TRUSTEE1
           

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.   

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

   38    None.

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

31


SIRIOS FOCUS FUND

Fund Management (Concluded)

(Unaudited)

 

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

  

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

JOEL L. WEISS

Date of Birth: 1/63

  

President and Chief

Executive Officer

   Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

JAMES G. SHAW

Date of Birth: 10/60

  

Treasurer and Chief

Financial Officer

   Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

   Secretary    Shall serve until death, resignation or removal. Officer since 2012.    Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

DAVID C. LEBISKY

Date of Birth: 05/72

   Chief Compliance Officer    Shall serve until death, resignation or removal. Officer since 2015.    Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

32


 

 

 

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[THIS PAGE INTENTIONALLY LEFT BLANK.]

 


 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK.]

 


Investment Adviser

Sirios Capital Management, L.P.

One International Place

Boston, MA 02110

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassat Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

SIRIOS FOCUS FUND

of

FundVantage Trust

Institutional Class

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the Sirios Focus Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Sirios Focus Fund.

 

 

Sir001


SKYBRIDGE DIVIDEND VALUE FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Fellow Shareholder,

We are excited to have completed our first year of fund operations. After starting with $65,000 on April 7, of 2014, we had $100.5 million under management as of April 30, 2015. We appreciate your trust as stewards of your hard-earned assets.

The S&P 500® Index was up 12.98% for the year ended April 30, 2015. During the same time period, our SkyBridge Dividend Value Fund’s Class I Shares were up 12.54%. Class A Shares were up 9.74% since inception on June 13, 2014 and Class C Shares were up 14.26% since inception on October 17, 2014. Underweighting the financial and healthcare sectors hurt relative performance, while overweighting the consumer discretionary sector helped relative performance.

The top three performing companies over the time period were Kraft Foods Group, Inc., Dr. Pepper Snapple Group, Inc. and Six Flags Entertainment Corp. The bottom three performing companies were Mattel, Inc., Tupperware Brands Corporation and Coach, Inc.

The Fund invests primarily in dividend yielding equity securities for which there is no guarantee that a company will increase or continue to pay dividends over time. The fund is subject to overall market risks which will cause its value to fluctuate over time as well as the Adviser’s ability to select securities to meet its objective.

Our rules-based process allows us to take a long view, and the goal of our strategy is to outperform the S&P 500® Index over three year rolling time periods (net of fees and expenses). The repeatable investment process seeks to identify profitable, attractively valued securities with appealing dividends and favors long term gains.

We believe the current low interest rate environment generally favors equities over bonds, especially considering the tax advantages of equity dividends over bond income. As always, we thank you for your support.

Sincerely,

Brendan Voege

Portfolio Manager

Current and future portfolio holdings are subject to change and risk.

 

1


SKYBRIDGE DIVIDEND VALUE FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $10,000 Investment in SkyBridge Dividend Value Fund’s Class A

vs. S&P 500® Index

 

LOGO

Class A Shares of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net investment of $9,425. Performance of Class C Shares will vary from Class A Shares due to differences in class specific fees.

Comparison of Change in Value of $50,000 Investment in SkyBridge Dividend Value Fund’s Class I

vs. S&P 500® Index

 

LOGO

 

2


SKYBRIDGE DIVIDEND VALUE FUND

Annual Report

Performance Data (Continued)

April 30, 2015

(Unaudited)

 

Average Annual Total Returns for the Periods Ended April 30, 2015   
   1 Year   Since
Inception
 

Class A (without sales charge)*

  N/A          9.74% † 

Class A (with sales charge)*

  N/A          3.42% † 

S&P 500® Index

  N/A          9.56% (a)† 

Class C (without CDSC charge)*

  N/A          14.26% † 

Class C (with CDSC charge)*

  N/A          13.26% † 

S&P 500® Index

  N/A          11.70% (a)† 

Class I**

  12.54%      14.17%   

S&P 500® Index

  12.98%      15.46% (a) 

 

Not Annualized.

 

*

Class A Shares and Class C Shares of the SkyBridge Dividend Value Fund (the “Fund”) commenced operations on June 13, 2014 and October 17, 2014, respectively.

 

**

Class I Shares of the Fund commenced operations on April 7, 2014.

 

(a)

Benchmark performance is from inception date of the Class only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graphs and tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 919-6885.

The returns shown for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.75%. The returns shown for Class C reflect a 1.00% contingent deferred sales charge (“CDSC”). The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2014, are 2.32% and 1.25% for Class A Shares, 3.07% and 2.00% for Class C Shares and 2.07% and 1.00% for Class I Shares, respectively, of the Fund’s average daily net assets. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. SkyBridge Capital II, LLC (“SkyBridge” or the “Adviser”) has contractually agreed to reduce its management fee and/or reimburse certain expenses so as to limit expenses. The Expense Limitation (the “Expense Limitation”) will remain in place for three (3) years from the date of the Fund’s inception, unless the Board of Trustees approves its earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed. The Adviser is entitled to recover, subject to approval by the Board of Trustees of FundVantage Trust (the “Trust”), such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

Mutual fund investing involves risk including the possible loss of principal. The fund’s long term “buy and hold” strategy under certain market conditions may cause it to be more susceptible to general market declines. The fund seeks to invest in securities with dividend yield potential with both growth and value characteristics. Value investing involves the risk that companies believed to be undervalued may not appreciate as anticipated. There are no guarantees

 

3


SKYBRIDGE DIVIDEND VALUE FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

a company will continue to pay or increase its dividend. The fund may invest in small to mid-capitalization companies which may be more volatile and less liquid than stocks of larger companies.

The Fund intends to evaluate performance as compared to that of the S&P 500® Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is not possible to invest in an index.

 

4


SKYBRIDGE DIVIDEND VALUE FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the period from November 1, 2014 through April 30, 2015 and held for the entire period.

Actual Expenses

The first line of the accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of the accompanying 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 your 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any) or redemption fees. Therefore, the second line of the accompanying 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.

 

5


SKYBRIDGE DIVIDEND VALUE FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

     SkyBridge Dividend Value
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class A

              

Actual

       $1,000.00           $1,079.20           $  6.44   

Hypothetical (5% return before expenses)

       1,000.00           1,018.60           6.26   

Class C

              

Actual

       $1,000.00           $1,075.60           $10.29   

Hypothetical (5% return before expenses)

       1,000.00           1,014.88           9.99   

Class I

              

Actual

       $1,000.00           $1,080.50           $  5.16   

Hypothetical (5% return before expenses)

       1,000.00           1,019.84           5.01   

 

 

*

Expenses are equal to an annualized expense ratio for the six-month period ended April 30, 2015 of 1.25%, 2.00% and 1.00% for Class A, Class C and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Funds’ ending account values on the first line in the table are based on the actual six month total returns for the Fund of 7.92%, 7.56% and 8.05% for Class A, Class C and Class I Shares, respectively.

 

6


SKYBRIDGE DIVIDEND VALUE FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

 

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

COMMON STOCKS:

    

Consumer Discretionary

     22.4   $ 22,567,627   

Energy

     16.7        16,789,877   

Industrials

     16.3        16,344,105   

Consumer Staples

     16.0        16,094,111   

Information Technology

     13.7        13,755,072   

Health Care

     6.5        6,493,162   

Materials

     3.8        3,826,209   

Telecommunication Services

     3.3        3,311,941   

Short-Term Investment

     1.3        1,250,035   

Other Assets in Excess of Liabilities

     0.0        37,124   
  

 

 

   

 

 

 

NET ASSETS

  100.0 $ 100,469,263   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

7


SKYBRIDGE DIVIDEND VALUE FUND

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — 98.7%

     

Consumer Discretionary — 22.4%

  

  

Abercrombie & Fitch Co., Class A

     146,797       $ 3,299,997   

Coach, Inc.

     75,197         2,873,277   

GameStop Corp., Class A

     81,891         3,156,079   

Garmin Ltd. (Switzerland)

     69,607         3,145,540   

Mattel, Inc.

     133,696         3,764,879   

McDonald’s Corp.

     33,379         3,222,743   

Tupperware Brands Corp.

     46,442         3,105,112   
     

 

 

 
  22,567,627   
     

 

 

 

Consumer Staples — 16.0%

Altria Group, Inc.

  62,199      3,113,060   

Coca-Cola Co. (The)

  78,564      3,186,556   

Lorillard, Inc.

  46,207      3,228,021   

Philip Morris International, Inc.

  41,437      3,458,746   

Procter & Gamble Co. (The)

  39,086      3,107,728   
     

 

 

 
  16,094,111   
     

 

 

 

Energy — 16.7%

Chevron Corp.

  30,196      3,353,568   

Exxon Mobil Corp.

  38,338      3,349,591   

Helmerich & Payne, Inc.

  43,565      3,396,763   

National Oilwell Varco, Inc.

  59,149      3,218,297   

RPC, Inc.

  218,206      3,471,658   
     

 

 

 
  16,789,877   
     

 

 

 

Health Care — 6.5%

Merck & Co., Inc.

  56,257      3,350,667   

Pfizer, Inc.

  92,617      3,142,495   
     

 

 

 
  6,493,162   
     

 

 

 

Industrials — 16.3%

Caterpillar, Inc.

  40,015      3,476,503   

Emerson Electric Co.

  56,819      3,342,662   

General Electric Co.

  127,501      3,452,727   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

  

Industrials — (Continued)

     

Lockheed Martin Corp.

     16,041       $ 2,993,251   

Pitney Bowes, Inc.

     137,638         3,078,962   
     

 

 

 
  16,344,105   
     

 

 

 

Information Technology — 13.7%

  

CA, Inc.

  102,261      3,248,832   

Intel Corp.

  102,138      3,324,592   

International Business Machines Corp.

  19,897      3,408,157   

Microsoft Corp.

  77,580      3,773,491   
     

 

 

 
  13,755,072   
     

 

 

 

Materials — 3.8%

Cliffs Natural Resources, Inc.

  644,143      3,826,209   
     

 

 

 

Telecommunication Services — 3.3%

  

Verizon Communications, Inc.

  65,661      3,311,941   
     

 

 

 

TOTAL COMMON STOCKS (Cost $96,792,846)

  99,182,104   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

8


SKYBRIDGE DIVIDEND VALUE FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Number
of Shares
     Value  

SHORT-TERM INVESTMENT — 1.3%

  

Money Market Fund — 1.3%

  

Dreyfus Government Cash Management Fund, Institutional Shares, 0.01%(a)

     1,250,035       $ 1,250,035   
     

 

 

 

TOTAL SHORT-TERM INVESTMENT
(Cost $1,250,035)

  1,250,035   
     

 

 

 

TOTAL INVESTMENTS - 100.0%
(Cost $98,042,881)

   

  100,432,139   

OTHER ASSETS IN
EXCESS OF LIABILITIES - 0.0%

   

  37,124   
     

 

 

 

NET ASSETS - 100.0%

$ 100,469,263   
     

 

 

 

 

 

(a)

Rate periodically changes. Rate disclosed is the daily yield on April 30, 2015.

    

 

 

The accompanying notes are an integral part of the financial statements.

 

9


SKYBRIDGE DIVIDEND VALUE FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $98,042,881)

$ 100,432,139   

Receivable for capital shares sold

  1,118,368   

Dividends receivable

  81,615   

Prepaid expenses and other assets

  75,734   
  

 

 

 

Total assets

  101,707,856   
  

 

 

 

Liabilities

Payable for investments purchased

  1,087,232   

Payable for capital shares redeemed

  30,957   

Payable to Investment Adviser

  44,989   

Payable for administration and accounting fees

  13,629   

Payable for distribution fees

  10,651   

Payable for transfer agent fees

  9,455   

Payable for custodian fees

  4,986   

Accrued expenses

  36,694   
  

 

 

 

Total liabilities

  1,238,593   
  

 

 

 

Net Assets

$ 100,469,263   
  

 

 

 

Net Assets Consisted of:

Capital stock, $0.01 par value

$ 89,188   

Paid-in capital

  94,902,266   

Accumulated net investment income

  31,571   

Accumulated net realized gain from investments

  3,056,980   

Net unrealized appreciation on investments

  2,389,258   
  

 

 

 

Net Assets

$ 100,469,263   
  

 

 

 

Class A:

Net asset value, redemption price per share
($37,732,448 / 3,348,098 shares)

$ 11.27   
  

 

 

 

Maximum offering price per share (100/94.25 of $11.27)

$ 11.96   
  

 

 

 

Class C:

Net asset value, offering and redemption price per share
($6,818,851 / 606,318 shares)

$ 11.25   
  

 

 

 

Class I:

Net asset value, offering and redemption price per share
($55,917,964 / 4,964,386 shares)

$ 11.26   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

10


SKYBRIDGE DIVIDEND VALUE FUND

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Dividends

$ 1,650,622   

Interest

  63   
  

 

 

 

Total investment income

  1,650,685   
  

 

 

 

Expenses

Advisory fees (Note 2)

  333,766   

Printing and shareholder reporting fees

  91,244   

Administration and accounting fees (Note 2)

  74,935   

Transfer agent fees (Note 2)

  61,141   

Distribution fees (Class A) (Note 2)

  51,625   

Legal fees

  31,049   

Custodian fees (Note 2)

  28,873   

Audit fees

  25,059   

Registration and filing fees

  21,029   

Trustees’ and officers’ fees (Note 2)

  16,762   

Distribution and shareholder servicing fees (Class C) (Note 2)

  10,424   

Other expenses

  15,370   
  

 

 

 

Total expenses before waivers and reimbursements

  761,277   
  

 

 

 

Less: waivers and reimbursements (Note 2)

  (250,547
  

 

 

 

Net expenses after waivers and reimbursements

  510,730   
  

 

 

 

Net investment income

  1,139,955   
  

 

 

 

Net realized and unrealized gain from investments:

Net realized gain from investments

  3,185,683   

Net change in unrealized appreciation/(depreciation) on investments

  2,387,773   
  

 

 

 

Net realized and unrealized gain on investments

  5,573,456   
  

 

 

 

Net increase in net assets resulting from operations

$ 6,713,411   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

11


SKYBRIDGE DIVIDEND VALUE FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Period Ended
April 30, 2014*
 

Increase in net assets from operations:

Net investment income

$ 1,139,955    $ 31   

Net realized gain from investments

  3,185,683      174   

Net change in unrealized appreciation/(depreciation) on investments

  2,387,773      1,485   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  6,713,411      1,690   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Class A

  (453,613     

Class C

  (27,052     

Class I

  (639,935     
  

 

 

   

 

 

 

Total net investment income

  (1,120,600     
  

 

 

   

 

 

 

Net realized capital gains:

Class A

  (56,905     

Class C

  (3,802     

Class I

  (68,170     
  

 

 

   

 

 

 

Total net realized capital gains

  (128,877     
  

 

 

   

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  94,888,639      115,000   
  

 

 

   

 

 

 

Total increase in net assets

  100,352,573      116,690   
  

 

 

   

 

 

 

Net assets

Beginning of period

  116,690        
  

 

 

   

 

 

 

End of period

$ 100,469,263    $ 116,690   
  

 

 

   

 

 

 

Accumulated net investment income, end of period

$ 31,571    $ 31   
  

 

 

   

 

 

 

 

 

*

The Fund commenced operations on April 7, 2014.

 

The accompanying notes are an integral part of the financial statements.

 

12


SKYBRIDGE DIVIDEND VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class A  
     For the
Period
June 13, 2014*
to April 30, 2015
 

Per Share Operating Performance

  

Net asset value, beginning of period

   $ 10.47   
  

 

 

 

Net investment income(1)

  0.23   

Net realized and unrealized gain on investments

  0.78   
  

 

 

 

Net increase in net assets resulting from operations

  1.01   
  

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.19

Net realized capital gain

  (0.02
  

 

 

 

Total dividends and distributions to shareholders

  (0.21
  

 

 

 

Net asset value, end of period

$ 11.27   
  

 

 

 

Total investment return(2)

  9.74

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

  $37,732   

Ratio of expenses to average net assets

  1.25 %(3) 

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

  1.76 %(3) 

Ratio of net investment income to average net assets

  2.48 %(3) 

Portfolio turnover rate

  122.00 %(5) 

 

*

Commencement of operations.

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.

(3) 

Annualized.

(4) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(5)

Reflects portfolio turnover of the fund for the year ended April 30, 2015.

 

The accompanying notes are an integral part of the financial statements.

 

13


SKYBRIDGE DIVIDEND VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class C  
     For the
Period
October 17, 2014*
to April 30, 2015
 

Per Share Operating Performance

  

Net asset value, beginning of period

   $ 9.95   
  

 

 

 

Net investment income(1)

  0.08   

Net realized and unrealized gain on investments

  1.33   
  

 

 

 

Net increase in net assets resulting from operations

  1.41   
  

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.09

Net realized capital gain

  (0.02
  

 

 

 

Total dividends and distributions to shareholders

  (0.11
  

 

 

 

Net asset value, end of period

$ 11.25   
  

 

 

 

Total investment return(2)

  14.26

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

  $6,819   

Ratio of expenses to average net assets

  2.00 %(3) 

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

  2.32 %(3) 

Ratio of net investment income to average net assets

  1.46 %(3) 

Portfolio turnover rate

  122.00 %(5) 

 

*

Commencement of operations.

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3) 

Annualized.

(4) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(5)

Reflects portfolio turnover of the fund for the year ended April 30, 2015.

 

The accompanying notes are an integral part of the financial statements.

 

14


SKYBRIDGE DIVIDEND VALUE FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I  
     For the
Year Ended
   

For the

Period
April 7, 2014*

 
     April 30, 2015     to April 30, 2014  

Per Share Operating Performance

    

Net asset value, beginning of period

   $ 10.23      $ 10.00   
  

 

 

   

 

 

 

Net investment income(1)

  0.29      (2) 

Net realized and unrealized gain on investments

  0.98      0.23   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  1.27      0.23   
  

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (0.22     

Net realized capital gain

  (0.02     
  

 

 

   

 

 

 

Total dividends and distributions to shareholders

  (0.24     
  

 

 

   

 

 

 

Net asset value, end of period

$ 11.26    $ 10.23   
  

 

 

   

 

 

 

Total investment return(3)

  12.54   2.30

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

  $55,918      $117   

Ratio of expenses to average net assets

  1.00   1.00 %(4) 

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

  1.63   646.65 %(4) 

Ratio of net investment income to average net assets

  2.70   0.79 %(4) 

Portfolio turnover rate

  122.00   1.98 %(6) 

 

*

Commencement of operations.

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4) 

Annualized.

(5) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

15


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The SkyBridge Dividend Value Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced operations on April 7, 2014. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) may be applicable to the purchase of Class A Shares. A CDSC, as a percentage of the lower of the original purchase price or net asset value at redemption, of up to 1.00% may be imposed on full or partial redemptions of Class A Shares made within eighteen months of purchase where: (i) $1 million or more of Class A Shares were purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale. A CDSC of up to 1.00% will be assessed when Class C Shares are redeemed within 18 months after initial purchase. The CDSC shall not apply to those purchases of Class C Shares where the selling broker-dealer did not receive a commission.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

16


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Fair Value Measurements The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

   

Level 1 — quoted prices in active markets for identical securities;

 

   

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

   

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total
Value at
04/30/15
     Level 1
Quoted
Prices
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks*

   $ 99,182,104       $ 99,182,104       $       $   

Short-Term Investment

     1,250,035         1,250,035                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

$ 100,432,139    $ 100,432,139    $    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Please refer to Portfolio of Investments for further details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase

 

17


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders Dividends from net investment income are declared and paid quarterly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers, are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

 

18


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Other In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Affiliates and Related Parties

SkyBridge Capital II, LLC (“SkyBridge” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.75% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its management fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed (on an annual basis) 1.25% with respect to Class A shares, 2.00% with respect to Class C shares and 1.00% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place for three years from the date of the Fund’s inception, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. As of April 30, 2015, the amount of potential recovery was as follows:

 

Expiration

April 30, 2017

 

April 30, 2018

$25,454

  $250,547

For the year ended April 30, 2015, the Adviser earned advisory fees of $333,766 and waived fees of $250,547.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

 

19


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $4,131. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 148,349,967         $54,807,814   

 

20


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Capital Share Transactions

For the year ended April 30, 2015 and the period from April 7, 2014, commencement of operations, to April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For Year Ended
April 30, 2015
    For the Period Ended
April 30, 2014
 
     Shares     Amount     Shares      Amount  

Class A*

         

Sales

     3,419,174      $ 36,289,524              $   

Reinvestments

     47,974        510,449                  

Redemptions

     (119,050     (1,273,790               
  

 

 

   

 

 

   

 

 

    

 

 

 

Net increase

  3,348,098    $ 35,526,183         $   
  

 

 

   

 

 

   

 

 

    

 

 

 

Class C**

Sales

  604,496    $ 6,561,314         $   

Reinvestments

  2,868      30,854             

Redemptions

  (1,046   (11,148          
  

 

 

   

 

 

   

 

 

    

 

 

 

Net increase

  606,318    $ 6,581,020         $   
  

 

 

   

 

 

   

 

 

    

 

 

 

Class I***

Sales

  5,134,934    $ 54,735,869      11,412    $ 115,000   

Reinvestments

  57,576      613,448             

Redemptions

  (239,536   (2,567,881          
  

 

 

   

 

 

   

 

 

    

 

 

 

Net increase

  4,952,974    $ 52,781,436      11,412    $ 115,000   
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Net Increase

  8,907,390    $ 94,888,639      11,412    $ 115,000   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

*

Class A Shares commenced operations on June 13, 2014.

**

Class C Shares commenced operations on October 17, 2014.

***

Class I Shares commenced operations on April 7, 2014.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

 

21


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, these adjustments were to increase accumulated net investment income by $12,185 and to decrease paid-in-capital by $12,185. This adjustment is attributable to disallowed expenses. Net realized gains and net assets were not affected by these adjustments.

For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $1,249,477 of ordinary income dividends. For the period ended April 30, 2014, no distributions were paid by the Fund. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss
Carryforward

   Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Appreciation

$ —

   $3,223,214    $4,363    $2,250,232

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

            
 

Federal tax cost

   $ 98,181,907   
    

 

 

 

Gross unrealized appreciation

$ 3,502,326   

Gross unrealized depreciation

  (1,252,094
    

 

 

 

Net unrealized appreciation

$ 2,250,232   
    

 

 

 

Pursuant to the federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, the Fund had no short-term capital loss deferrals and no long-term capital loss deferrals.

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund did not have any capital loss carryforwards.

 

22


SKYBRIDGE DIVIDEND VALUE FUND

Notes to Financial Statements (Concluded)

April 30, 2015

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

23


SKYBRIDGE DIVIDEND VALUE FUND

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of the FundVantage Trust

and Shareholders of the SkyBridge Dividend Value Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the SkyBridge Dividend Value Fund (one of the series constituting FundVantage Trust) (the “Fund”) as of April 30, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for the year then ended and the period from April 7, 2014 (commencement of operations) to April 30, 2014, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2015, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the SkyBridge Dividend Value Fund (one of the series constituting FundVantage Trust) at April 30, 2015, the results of its operations for the year then ended, the changes in its net assets for the year then ended and the period from April 7, 2014 (commencement of operations) to April 30, 2014, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Philadelphia, Pennsylvania

June 26, 2015

 

24


SKYBRIDGE DIVIDEND VALUE FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Fund paid $1,249,477 of ordinary income dividends and no long-term capital gain dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 35.76% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 35.62%.

The Fund designates 99.86% of the ordinary income distributions as qualified short-term gain pursuant to the American Jobs Creation Act of 2004.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

25


SKYBRIDGE DIVIDEND VALUE FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 919-6885 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

26


SKYBRIDGE DIVIDEND VALUE FUND

Privacy Notice

(Unaudited)

 

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 919-6885.

 

27


SKYBRIDGE DIVIDEND VALUE FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and Officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (888) 919-6885.

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

   Principal Occupation(s)
During Past Five Years
  

Number of

Funds in

Trust Complex
Overseen by
Trustee

   Other
Directorships
Held by Trustee

 

INDEPENDENT TRUSTEES

 

           

ROBERT J. CHRISTIAN

Date of Birth: 2/49

   Trustee and Chairman of the Board    Shall serve until death, resignation or removal. Trustee and Chairman since 2007.    Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.    38    Optimum Fund Trust (registered investment company) (6 portfolios).
           

IQBAL MANSUR

Date of Birth: 6/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2007.    University Professor, Widener University.    38    None.

 

28


SKYBRIDGE DIVIDEND VALUE FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

   Principal Occupation(s)
During Past Five Years
  

Number of
Funds in

Trust Complex
Overseen by
Trustee

   Other
Directorships
Held by Trustee
           

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.    Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.    38    None.
           

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.    Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing 2003 to 2008.    38    Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

29


SKYBRIDGE DIVIDEND VALUE FUND

Fund Management (Continued)

(Unaudited)

 

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

   Principal Occupation(s)
During Past Five Years
  

Number of
Funds in

Trust Complex

Overseen by

Trustee

   Other
Directorships
Held by Trustee

 

INTERESTED TRUSTEE1

 

           
NANCY B. WOLCOTT
Date of Birth: 11/54
   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.    Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.    38    None.

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

30


SKYBRIDGE DIVIDEND VALUE FUND

Fund Management (Concluded)

(Unaudited)

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

  

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

       

JOEL L. WEISS

Date of Birth: 1/63

   President and Chief Executive Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.
       

JAMES G. SHAW

Date of Birth: 10/60

   Treasurer and Chief Financial Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.
       

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

   Secretary    Shall serve until death, resignation or removal. Officer since 2012.    Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001;
       

DAVID C. LEBISKY

Date of Birth: 5/72

   Chief Compliance Officer    Shall serve until death, resignation or removal. Officer since 2015.    Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

31


Investment Adviser

SkyBridge Capital II, LLC

527 Madison Avenue, 16th Floor

New York, New York 10022

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Commerce Square

2005 Market Street, Suite 700

Philadelphia, PA 19103-7096

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

SkyBridge Dividend

Value Fund

of

FundVantage Trust

Class A

Class C

Class I

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the SkyBridge Dividend Value Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the SkyBridge Dividend Value Fund.

 

 

 

Sky001

 


WHV INTERNATIONAL EQUITY FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear WHV International Equity Fund Shareholder,

Market Overview

The MSCI Europe, Australasia and Far East (EAFE) Index underperformed the S&P 500 and MSCI Emerging Markets Index for the one year ending April 30, 2015. The MSCI EAFE posted a return of 2.10% compared to the 12.98% gain in the S&P 500 and 7.80% gain in the MSCI Emerging Markets Index. The European Central Bank launched its first quantitative easing program in early March 2015 to combat the regions sluggish growth. Japan’s economy is showing signs of a recovery after continuing its quantitative easing program in 2014. Domestically, the US economy benefited from low interest rates, improvement in the labor market, and lower oil prices and fuel costs. China’s government shifted its monetary policy from relatively tight to accommodative in November 2014 with its first interest cut in over two years, which was followed by bank reserve requirement cuts and a second interest reduction to support economic growth.

The North Sea Brent oil price declined by 38% for the one year ending April 30, 2015 as the OPEC (Organization of Petroleum Exporting Countries) cartel decided not to reduce production to support an oversupplied global oil market at its official meeting in late November 2014. It is our belief that the major inflection point for Saudi Arabia’s change in pricing strategy was the significant deceleration in global growth, which translated into weaker oil demand growth. We believe that the current low oil price environment is most likely not sustainable over the long-term. Over the past 50 years, there have been only six years prior to 2014 in which the annual oil price declined by more than 25%. While results varied, the oil market rebounded on average by 34% in the year following those sharp decline years. Historically, sharply lower oil prices have tended to 1) inflict substantial fiscal pain on the members of OPEC, which motivate the cartel to reduce production to stabilize the oil markets, 2) stimulate economic activity and oil demand growth, and 3) reduce energy capital investments, which lowers the growth rate of future new oil supplies.

Geopolitical risks remain as Syria, Iraq, Libya, Ukraine, and Russia are in turmoil. Conflict between the Ukrainian government and Russian-supported separatists in eastern Ukraine has evolved into an uneasy stalemate with periodic ceasefires interrupted by violence. The Islamic extremist group ISIS (Islamic State of Iraq and Syria) launched a major offensive from its eastern Syrian strongholds into neighboring western Iraq, OPEC’s second largest oil producer. There has been more foreign involvement in the Syrian Civil War by neighboring Arab countries and Russia.

Performance Review

The WHV International Equity Fund posted a loss of -8.94% (Class I Shares–no load), -9.18% (Class A Shares–without load), and -14.39% (Class A Shares–with load) for the fiscal year ending April 30, 2015, underperforming the Fund’s benchmark, the MSCI EAFE Index, which returned 2.10% during this period.

 

1


WHV INTERNATIONAL EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

WHV International Equity Fund Top Contributors and Detractors1

 

Largest Contributors

   Average Weight (%)    Contribution (%)    

Canadian Pacific Railway, Ltd

   7.38    1.26  

Canadian National Railway, Co

   3.66    0.70  

Novartis AG.

   5.12    0.40  

Ingersoll-Rand PLC

   2.83    0.36  

Brookfield Asset Management, Inc

   2.41    0.32  
       

Largest Detractors

   Average Weight (%)    Contribution (%)  

Vale S.A.

   1.78    (1.03)  

BHP Billiton Limited

   4.44    (1.11)  

Core Laboratories NV

   2.76    (1.19)  

Tenaris S.A.

   3.84    (1.49)  

Weatherford International, Ltd.

   5.15    (1.57)  

Strong stock selection within the underperforming industrials sector contributed to the relative performance of the portfolio. Stock selection was led by our two railroad holdings — Canadian Pacific Railway and Canadian National Railway — on their long streak of outperformance due to both company-specific factors and their leverage to the North American economic recovery.

Canadian Pacific Railway experienced another strong year of growth as the company continued to execute on its plan to become the leading North American Class I railroad. The company reported strong operating results as revenue growth — aided by the strong North American economy — combined with substantial cost reductions produced margin gains. During the two and a half years since Hunter Harrison took over as CEO, he has significantly increased the efficiency of the railroad to drive earnings per share (EPS) growth. Increasingly, however, we are starting to see a shift from a cost-reduction story to a growth story and continue to view Canadian Pacific Railway as one of our most attractive industrials holdings.

Strong performance of several holdings in the financial sector were a modest positive contributor to relative performance for the year with Brookfield Asset Management and PartnerRe leading the way. More generally, stock performance within the sector has benefited from continued low interest rates and massive quantitative easing programs globally, as well as leverage to strengthening economies in North America.

Novartis contributed to performance as it experienced an eventful year, which illustrated that its management team is proactively managing its future growth in the face of patent expirations of two of its most important blockbuster drugs, Diovan and Gleevec. Additionally, the company’s management team announced the completion of multiple transactions with GlaxoSmithKline (acquiring oncology and divesting vaccine ex flu) in the first quarter of 2015, which Novartis believes is a clear opportunity for margin improvement in the coming years. We believe Novartis is well positioned to continue producing essential drugs, while maintaining an extensive pipeline of promising potential new drugs to combat disease and extend life.

 

2


WHV INTERNATIONAL EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

The combination of poor stock selection within materials and our overweight to the underperforming sector detracted from relative performance for the year. In particular, BHP Billiton and Vale detracted from performance on continued negative investor sentiment around the iron ore space, with BHP also suffering due to its significant exposure to oil, something that we typically view as a positive.

BHP Billiton underperformed as the prices of its three most important products — iron ore, copper, and oil — fell. Iron ore prices declined as observers were concerned about a slowdown in China’s property market, a key source of demand. At the same time, however, substantial new supply — including new volumes from BHP — entered the market and has put pressure on iron ore prices. Recently, the Chinese government has shifted monetary policy from restrictive to accommodative to bolster economic growth. Copper also fell due to concerns about demand from China, though efforts to stabilize the property market there should also help bolster copper’s price. Finally, BHP has significant oil exposure, a diversifying feature that we typically view as a positive, although the fall in oil prices has weighed on the company’s share price. BHP is a leading global mining company with long-lived, high quality, geopolitically secure assets, the demand for which will benefit from global secular growth trends.

Our significant overweight to the underperforming energy sector combined with weak stock selection within the sector detracted the most from the portfolio’s relative performance over the last year. Beginning in mid-2014, oil prices began their largest fall since 2008 on a combination of weak global demand with sustained strong production. Despite a brief February respite and the recent April rally, energy prices remain deeply depressed from their 2014 highs and continue to weigh on energy sector performance.

Weatherford International has not been able to overcome the effects that the continued decline in oil prices has had on drilling and services companies. However, we believe a February announcement of a 15% reduction to its workforce resulted in improved stock performance and reiterated Weatherford’s commitment to streamlining and cost-cutting. We continue to view the company’s fundamentals as strong and we expect the stock to outperform upon a rebound in oil prices.

Tenaris detracted from the portfolio’s performance in the past year as oil prices fell and the company reported a series of disappointing quarterly earnings. Despite strong volumes in North America as recently as the third quarter of 2014, the stock has continued to fall along with oil prices as investors remain concerned about the impact of capital spending cuts by shale producers on the demand for the company’s high margin premium products. Longer-term, we expect that energy demand trends will positively impact Tenaris, the world’s leading manufacturer of tubular steel products used in the construction of oil and gas wells.

Outlook

Our top-down investment style overweights what we believe to be the most attractive global economic sectors and underweights the least attractive sectors.2 The sector strategy is based on identifying investment supercycle growth trends projected over the long term.

In WHV’s view, the world has the best opportunity yet to reengage in a synchronized global economic expansion in 2015 with the initiation of massive new liquidity injection programs by the central banks of the eurozone and Japan, while ultra-low interest rates dominate the financial landscape across the developed markets. The uplift to global economic growth from increased monetary stimulus should be compounded by the economic stimulus from lower

 

3


WHV INTERNATIONAL EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

energy costs that WHV believes are already creating higher consumer disposable incomes and business profits, which in turn should promote increased consumer spending and business investment. This dual economic stimulation should finally create a synchronized environment in which the world’s growth rate should accelerate for the first time since 2010, a development that would be beneficial for the strategy’s economically sensitive investments in the energy, materials, and industrials sectors.

We believe the following could reaccelerate global real GDP growth and stimulate increased demand for energy and resource products during the second half of 2015:

 

1.

The United States’ economy should accelerate this year with four consecutive quarters of growth driven by continued low interest rates.

 

2.

The European Central Bank (ECB) finally launched its first 1.1 trillion quantitative easing (QE) program in early March, which the International Monetary Fund (IMF) expects should advance the region’s growth above last year’s sluggish rate of 0.9%; in fact, the agency is projecting a 1.5% real GDP growth rate for the eurozone in 2015.

 

3.

Japan was in a mild recession during half of 2014, but we expect that the launch of an enhanced QE program in November should lift its 2015 growth above 2014’s dismal rate of -0.1%. The IMF is projecting Japan’s 2015 real GDP growth rate to be 1.0%.

 

4.

Although China’s growth is projected to slow from 7.4% to 7.0%, its forecasted 2015 growth rate is still double the growth rate of the world. In an effort to stabilize growth at 7.0%, the People’s Bank of China shifted its monetary policy from relatively tight to accommodative, and has cut both interest rates and bank reserve requirements twice over the past 5 months. The Chinese government may be motivated to reduce rates further to support economic growth as the country continues to urbanize and industrialize.

 

5.

Accelerated growth in India could offset some of the Chinese slowdown. The International Monetary Fund projects a 7.5% real GDP growth rate for India in 2015. The simultaneous industrialization, urbanization, and infrastructure modernization of the two most populous countries representing 37% of the world’s population would be a potential positive for WHV’s economically sensitive investments. Furthermore, the emerging markets could benefit as demand for their exports increases due to the improving growth in the developed markets.

As the global economic recovery gains traction, we expect to see a pickup in global inflation. Inflation has been falling for over three decades but it could be basing out during 2015 as the major developed countries are near the zero line and the central banks of the US, eurozone, and Japan are motivated to push the inflation rate back up to a safer 2% rate to avoid the risk of deflationary recession. A cyclical reversal of the secular disinflationary trend could be a potential negative for fixed income investments and a positive for inflation hedge investments such as equities, real estate, energy, natural resources, and materials.

The changing global economic outlook may have a significant impact on currencies as global capital flows out of slow growth countries and into accelerating countries. The strength of the US economy relative to the eurozone, Japan, and the emerging market countries since 2011 has contributed to a strong US dollar as capital flowed into the US and out of foreign markets. However, that trend may be reversing as US growth slowed down in the first quarter 2015 while growth prospects in the eurozone, Japan, and the emerging markets have improved due to increased monetary stimulus. A weaker US dollar would be positive for the demand of energy and materials in international economies as those products are generally priced in US dollars.

 

4


WHV INTERNATIONAL EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

In addition to the aforementioned macro economic trends, the WHV International Equity strategy’s energy sector equities should benefit from additional supply/demand improvements in the crude oil markets. Consumers globally appear to be acclimating to lower gasoline prices, a trend that we believe is shifting their preferences towards purchasing larger vehicles and driving more miles, which should increase gasoline and oil consumption. On the supply side, we expect that major cutbacks in investments in the highly capital-intensive energy industry will reduce new oil supply growth over the next few years. Thus, it is our belief that multiple catalysts are in place for the growth rate of oil demand to advance while supply growth moderates, a scenario that should be positive for energy prices and energy sector performance over the long-term.

Our current sector positioning reflects our view that industrialization, urbanization, and infrastructure modernization in the faster growing developing world will create continuous demand for energy, materials, and industrials products and services over the long-term. This conviction is reflected in our overweighting of the energy, materials, and industrials sectors.2

We thank you for your investment in the Fund and for your continued support of our firm.

Sincerely,

WHV Investments, Inc. & Hirayama Investments, LLC

1    The holdings identified may not be representative of the Fund’s current or future investments and are subject to risk. Holdings are provided for informational purposes only and should not be construed as a recommendation to buy or sell the securities mentioned. Financial Intermediaries please contact the WHV Sales Support team at 855.417.8474 or direct investors please call 888.948.4685 to obtain the methodology for calculating the top and bottom performance contributing holdings, and a list showing every holding’s contribution to the overall Fund’s performance during the quarter. Past performance does not guarantee future results.

2     Sectors mentioned are presented to illustrate sectors in which the Fund may invest. Holdings are provided for illustrative purposes only and are subject to change.

Nothing presented herein is intended to constitute investment advice and no investment decision should be made based on any information provided herein. Information provided reflects the views of the Fund’s portfolio management team as of a particular time. Such views are subject to change without notice. Any information regarding holdings, allocations and other characteristics are for illustrative purposes only and may not be representative of any current or future investments or allocations. Nothing contained herein should be construed as a recommendation to purchase or sell a particular security or follow any strategy or allocation. Any forward looking statements or forecasts are based on assumptions and actual results may vary from any such statements or forecasts. No reliance should be placed on any such statements or forecasts when making any investment decision. While the Fund’s portfolio management team has used reasonable efforts to obtain information from reliable sources, we make no representations or warranties as to the accuracy, reliability or completeness of third party information presented herein.

 

5


WHV INTERNATIONAL EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $10,000 in WHV International Equity Fund’s

Class A Shares vs. MSCI EAFE Index (gross)

 

LOGO

Class A Shares growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
   
   1 Year   3 Years   5 Years   Since
Inception
 

    Class A Shares (without sales charge)*

  -9.18%      3.62%      3.68%      6.22%   

    Class A Shares (with sales charge)*

  -14.39%      1.59%      2.45%      5.13%   

    MSCI EAFE Index (gross)

  2.10%      11.71%      7.89%      8.98% ** 

 

*

Class A Shares of the WHV International Equity Fund (the “Fund”) commenced operations on July 31, 2009.

 

**

Benchmark performance is from the inception date of Class A Shares of the Fund (July 31, 2009) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

6


WHV INTERNATIONAL EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Total Returns for the Period Ended April 30, 2015†
   Since
        Inception        

    Class C Shares*

-2.54%    

    MSCI EAFE Index (gross)

7.50%**

 

Not Annualized

 

*

Class C Shares of the Fund commenced operations on November 13, 2014.

 

**

Benchmark performance is from the inception date of Class C Shares of the Fund (November 13, 2014) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

7


WHV INTERNATIONAL EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $500,000 in WHV International Equity Fund’s

Class I Shares vs. MSCI EAFE Index (gross)

 

LOGO

 

Average Annual Total Returns for the Periods Ended April 30, 2015  
   
      1 Year      3 Years      5 Years      Since
Inception
 

    Class I Shares*

     -8.94%         3.88%         3.94%         13.05%     

    MSCI EAFE Index (gross)

     2.10%         11.71%         7.89%         10.43%**   

 

*

Class I Shares of the Fund commenced operations on December 19, 2008.

 

**

Benchmark performance is from the inception date of Class I Shares of the Fund (December 19, 2008) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

8


WHV INTERNATIONAL EQUITY FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The Fund’s total annual Fund gross and net operating expense ratios are 1.45% and 1.49%, respectively, for Class A Shares, 2.20% and 2.24%, respectively, for Class C Shares, and 1.20% and 1.24%, respectively, for Class I Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report. WHV Investments, Inc. (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 1.25% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2016 unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the board of Trustees, such amounts reduced or reimbursed for a period of up to three years from the year on which the Adviser reduced its compensation and/or assumed expenses for the Fund. Total returns would be lower had such fees and expenses not been waived and/or reimbursed, or been higher had such fees and expenses been recouped.

The Fund evaluates its performance as compared to that of the MSCI EAFE® Index [Europe, Australasia, Far East], which is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada. It is impossible to invest directly in an index. As of April 30, 2015, the MSCI EAFE Index consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland,Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.

All mutual fund investing involves risk, including possible loss of principal. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices.

 

9


WHV INTERNATIONAL EQUITY FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014 through April 30, 2015 for the Fund, and held for the entire period.

Actual Expenses

The first line of each accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of each accompanying 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 funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of each accompanying 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.

 

10


WHV INTERNATIONAL EQUITY FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

  WHV International Equity Fund
  Beginning Account Value
November 1, 2014
Ending Account Value
April 30, 2015
Expenses Paid
During Period*

Class A Shares

Actual

$1,000.00 $  964.90 $ 7.11

Hypothetical (5% return before expenses)

  1,000.00 1,017.55    7.30

Class C Shares**

Actual

$1,000.00 $  974.60 $10.06

Hypothetical (5% return before expenses)

  1,000.00 1,013.88   10.99

Class I Shares

Actual

$1,000.00 $  966.40 $ 5.90

Hypothetical (5% return before expenses)

  1,000.00 1,018.79    6.06

 

*Expenses are equal to an annualized expense ratio for the six-month period ended April 30, 2015 of 1.46% and 1.21% for Class A and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of (3.51%) and (3.36%) for Class A and Class I Shares, respectively.

**Expenses are equal to an annualized expense ratio for the period from November 13, 2014 (commencement of operations of Class C Shares) through April 30, 2015 of 2.20% for Class C Shares for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (169), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual total return for the Fund since commencement of operations of -2.54% for Class C Shares. Hypothetical expenses are as if the Class C Shares had been in existence from November 1, 2014, and are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period (181), then divided by 365 to reflect the period.

 

11


WHV INTERNATIONAL EQUITY FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

  % of Net
Assets
  Value  

COMMON STOCKS:

Energy Equipment & Services

  25.1%      $100,786,493   

Metals & Mining

  11.9          47,927,558   

Road & Rail

  11.6          46,358,049   

Oil, Gas & Consumable Fuels

  9.2          37,031,793   

Chemicals

  8.2          32,823,828   

Food Products

  7.8          31,387,694   

Pharmaceuticals

  4.2          16,983,294   

Machinery

  3.3          13,087,675   

Electrical Equipment

  3.0          12,103,765   

Tobacco

  2.9          11,565,404   

Beverages

  1.5          5,989,529   

Insurance

  1.4          5,785,628   

Real Estate Management & Development

  1.4          5,464,967   

Building Products

  0.9          3,640,565   

Capital Markets.

  0.6          2,264,097   

Trading Companies & Distributors

  0.1          449,640   

Other Assets in Excess of Liabilities

  6.9          27,714,535   
  

 

 

    

 

 

 

NET ASSETS

  100.0%      $401,364,514   
  

 

 

    

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

12


WHV INTERNATIONAL EQUITY FUND

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
    Value  

COMMON STOCKS — 93.1%

  

Australia — 4.8%

  

BHP Billiton, Ltd., SP ADR

     378,630      $     19,419,933   
    

 

 

 

Bermuda — 6.3%

Bunge, Ltd.

  20,315      1,754,607   

Nabors Industries Ltd.

  1,170,932      19,554,565   

PartnerRe Ltd.

  30,030      3,843,840   
    

 

 

 
  25,153,012   
    

 

 

 

Brazil — 1.7%

  

Vale SA, SP ADR

  871,195      6,690,778   
    

 

 

 

Canada — 28.0%

  

Agrium, Inc.

  99,765      10,338,647   

Brookfield Asset Management, Inc., Class A

  101,485      5,464,967   

Canadian National Railway Co.

  286,290      18,471,431   

Canadian Natural Resources, Ltd.

  552,925      18,384,756   

Canadian Pacific Railway, Ltd.

  146,325      27,886,618   

Ensign Energy Services, Inc.

  19,935      158,503   

Finning International, Inc.

  22,025      449,640   

Manulife Financial Corp.

  46,255      842,303   

Potash Corp. of Saskatchewan, Inc.

  289,980      9,464,947   

Suncor Energy, Inc.

  571,995      18,647,037   

Teck Resources, Ltd., Class B

  153,525      2,330,510   
    

 

 

 
  112,439,359   
    

 

 

 

Curacao — 5.2%

  

Schlumberger, Ltd.

  222,120      21,014,773   
    

 

 

 

France — 0.3%

  

AXA SA, SP ADR

  43,665      1,099,485   
    

 

 

 
     Number
of Shares
    Value  

COMMON STOCKS — (Continued)

  

Germany — 2.6%

    

BASF SE, SP ADR

     109,280      $     10,529,128   
    

 

 

 

Ireland — 13.0%

Allegion PLC

  59,535      3,640,565   

Eaton Corp. PLC

  176,106      12,103,765   

Ingersoll-Rand PLC

  198,780      13,087,675   

Weatherford International PLC*

  1,610,210      23,428,556   
    

 

 

 
  52,260,561   
    

 

 

 

Luxembourg — 3.6%

Tenaris SA, ADR

  464,520      14,283,990   
    

 

 

 

Netherlands — 5.2%

Core Laboratories NV

  73,925      9,704,874   

Unilever NV, New York Registry Shares

  256,400      11,148,272   
    

 

 

 
  20,853,146   
    

 

 

 

Norway — 0.2%

Yara International ASA, ADR

  16,360      833,542   
    

 

 

 

Switzerland — 9.8%

Nestle SA, SP ADR

  238,145      18,484,815   

Novartis AG, ADR

  166,830      16,983,294   

Syngenta AG, ADR

  24,725      1,657,564   

UBS Group AG

  112,810      2,264,097   
    

 

 

 
  39,389,770   
    

 

 

 

United Kingdom — 12.4%

British American Tobacco PLC, SP ADR

  105,035      11,565,404   

Diageo PLC, SP ADR

  53,950      5,989,529   

Ensco PLC, Class A

  88,425      2,412,234   

Noble Corp. PLC

  590,930      10,228,998   
 

 

The accompanying Notes are an integral part of the financial statements.

 

13


WHV INTERNATIONAL EQUITY FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

United Kingdom — (Continued)

  

Rio Tinto PLC, SP ADR

     435,060       $ 19,486,337   
     

 

 

 
  49,682,502   
     

 

 

 

TOTAL COMMON STOCKS

(Cost $329,130,358)

 

  

  373,649,979   
     

 

 

 

TOTAL INVESTMENTS - 93.1%
(Cost $329,130,358)

   

  373,649,979   

OTHER ASSETS IN EXCESS OF LIABILITIES - 6.9%

   

  27,714,535   
     

 

 

 

NET ASSETS - 100.0%

$   401,364,514   
     

 

 

 

 

*

Non-income producing.

 

ADR

  American Depositary Receipt

SP ADR

  Sponsored American Depositary Receipt

PLC

  Public Limited Company
 

 

The accompanying Notes are an integral part of the financial statements.

 

14


WHV INTERNATIONAL EQUITY FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $329,130,358 )

  $373,649,979   

Cash

  25,189,083   

Receivable for investments sold

  981,993   

Receivable for capital shares sold

  773,352   

Dividends and interest receivable

  1,985,403   

Prepaid expenses and other assets

  40,897   
  

 

 

 

Total assets

  402,620,707   
  

 

 

 

Liabilities

Payable for capital shares redeemed

  776,224   

Payable to Investment Adviser

  322,723   

Payable for administration and accounting fees

  55,349   

Payable for custodian fees

  20,165   

Payable for transfer agent fees

  13,720   

Payable for distribution fees

  6,719   

Accrued expenses

  61,293   
  

 

 

 

Total liabilities

  1,256,193   
  

 

 

 

Net Assets

  $401,364,514   
  

 

 

 

Net Assets Consist of:

Capital stock, $0.01 par value

  $189,382   

Paid-in capital

  364,029,362   

Accumulated net investment income

  3,131,487   

Accumulated net realized loss from investments

  (10,505,338

Net unrealized appreciation on investments

  44,519,621   
  

 

 

 

Net Assets

  $401,364,514   
  

 

 

 

Class A Shares:

Net asset value and redemption price per share ($31,583,229 / 1,492,632 shares)

  $21.16   
  

 

 

 

Maximum offering price per share (100/94.25 of $21.16)

  $22.45   
  

 

 

 

Class C Shares:

Net asset value, offering and redemption price per share ($170,915 / 8,090 shares)

  $21.13   
  

 

 

 

Class I Shares:

Net asset value, offering and redemption price per share ($369,610,370 / 17,437,484 shares)

  $21.20   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

15


WHV INTERNATIONAL EQUITY FUND

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Dividends

$ 10,050,691   

Less: foreign taxes withheld

  (764,386

Interest

  3,291   
  

 

 

 

Total investment income

  9,289,596   
  

 

 

 

Expenses

Advisory fees (Note 2)

  4,039,103   

Administration and accounting fees (Note 2)

  335,881   

Transfer agent fees (Note 2)

  115,659   

Distribution fees (Class A) (Note 2)

  100,123   

Registration and filing fees

  68,527   

Printing and shareholder reporting fees

  59,664   

Trustees’ and officers’ fees (Note 2)

  56,207   

Custodian fees (Note 2)

  37,270   

Distribution fees (Class C) (Note 2)

  501   

Other expenses

  156,630   
  

 

 

 

Total expenses before waivers and reimbursements

  4,969,565   
  

 

 

 

Less: waivers and reimbursements (Note 2)

  (980
  

 

 

 

Net expenses after waivers and reimbursements and recoupment

  4,968,585   
  

 

 

 

Net investment income.

  4,321,011   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

Net realized loss from investments

  (2,479,564

Net change in unrealized appreciation/(depreciation) on investments

  (40,989,374
  

 

 

 

Net realized and unrealized loss on investments.

  (43,468,938
  

 

 

 

Net decrease in net assets resulting from operations

$ (39,147,927
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

16


WHV INTERNATIONAL EQUITY FUND

Statement of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Year Ended
April 30, 2014
 

Increase/(Decrease) in net assets from operations:

Net investment income

$ 4,321,011    $ 3,334,404   

Net realized loss from investments

  (2,479,564   (4,825,882

Net change in unrealized appreciation/(depreciation) on investments

  (40,989,374   54,473,145   
  

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

  (39,147,927   52,981,667   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Class A Shares.

  (293,529   (182,009

Class C Shares

  (473     

Class I Shares

  (3,574,349   (2,162,359
  

 

 

   

 

 

 

Total net investment income

  (3,868,351   (2,344,368
  

 

 

   

 

 

 

Net realized capital gains:

Class A Shares.

       (56,591

Class I Shares

       (393,693
  

 

 

   

 

 

 

Total net realized capital gains

       (450,284
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (3,868,351   (2,794,652
  

 

 

   

 

 

 

Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 4)

  50,154,797      (29,597,932
  

 

 

   

 

 

 

Total increase in net assets

  7,138,519      20,589,083   
  

 

 

   

 

 

 

Net assets

Beginning of year

  394,225,995      373,636,912   
  

 

 

   

 

 

 

End of year

$ 401,364,514    $ 394,225,995   
  

 

 

   

 

 

 

Accumulated net investment income, end of year

$ 3,131,487    $ 2,678,827   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

17


WHV INTERNATIONAL EQUITY FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class A Shares
     For the Year
Ended
April 30, 2015
  For the Year
Ended
April 30, 2014
  For the Year
Ended
April 30, 2013
  For the Year
Ended
April 30, 2012
  For the Year
Ended
April 30, 2011
          
          

Per Share Operating Performance

                    

Net asset value, beginning of year

     $ 23.48       $ 20.54       $ 19.30       $ 22.42       $ 17.97  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income(1)

       0.17         0.14         0.05         0.10         0.01  

Net realized and unrealized gain/(loss) on investments

       (2.34 )       2.92         1.22         (3.20 )       4.44  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net increase/(decrease) in net assets resulting from operations

       (2.17 )       3.06         1.27         (3.10 )       4.45  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Dividends and distributions to shareholders from:

                    

Net investment income

       (0.15 )       (0.09 )       (0.03 )       (0.03 )        

Net realized gains

               (0.03 )                       (0.01 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total dividends and distributions to shareholders

       (0.15 )       (0.12 )       (0.03 )       (0.03 )       (0.01 )
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees

       (2)       (2)       (2)       0.01         0.01  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of year

     $ 21.16       $ 23.48       $ 20.54       $ 19.30       $ 22.42  
    

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total investment return(3)

       (9.18 )%       14.90 %       6.61 %       (13.75 )%       24.83 %

Ratio/Supplemental Data

                    

Net assets, end of year (000’s omitted)

     $ 31,583       $ 46,435       $ 53,447       $ 58,360       $ 56,113  

Ratio of expenses to average net assets

       1.45 %       1.49 %       1.50 %       1.50 %       1.50 %

Ratio of expenses to average net assets without waivers, expense reimbursements and/or recoupment, if any(4)

       1.45 %       1.45 %       1.46 %       1.51 %       1.57 %

Ratio of net investment income to average net assets .

       0.75 %       0.67 %       0.27 %       0.51 %       0.05 %

Portfolio turnover rate

       7.76 %       5.65 %       5.21 %       7.48 %       2.20 %

 

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Amount is less than $0.005 per share.

(3)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.

(4)

During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

18


WHV INTERNATIONAL EQUITY FUND

Financial Highlights (Continued)

 

 

Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class C Shares
     For the Period
November 13, 2014*
to April 30, 2015
  
  

Per Share Operating Performance

    

Net asset value, beginning of period

     $ 21.89  
    

 

 

 

Net investment income(1)

    0.07  

Net realized and unrealized loss on investments

    (0.64 )
    

 

 

 

Net increase in net assets resulting from operations

    (0.57 )
    

 

 

 

Dividends and distributions to shareholders from:

 

Net investment income

    (0.19 )

Net realized gains

     
    

 

 

 

Total dividends and distributions to shareholders

    (0.19 )
    

 

 

 

Redemption Fees.

    (2)
    

 

 

 

Net asset value, end of period

  $ 21.13  
    

 

 

 

Total investment return(3)

    (2.54 )%

Ratio/Supplemental Data

 

Net assets, end of period (000’s omitted)

  $ 171  

Ratio of expenses to average net assets.

    2.20 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

    2.20 %(4)

Ratio of net investment income to average net assets

    0.74 %(4)

Portfolio turnover rate

    7.76 %(6)

 

*

Commencement of operations.

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Amount is less than $0.05 per share.

(3)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4)

Annualized.

(5)

During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).

(6)

Notannualized.

The accompanying notes are an integral part of the financial statements.

 

19


WHV INTERNATIONAL EQUITY FUND

Financial Highlights (Continued)

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I Shares  
     For the Year
Ended
April 30, 2015
    For the Year
Ended
April 30, 2014
    For the Year
Ended
April 30, 2013
    For the Year
Ended
April 30, 2012
    For the Year
Ended
April 30, 2011
 
          
          

Per Share Operating Performance

          

Net asset value, beginning of year

   $ 23.53      $ 20.59      $ 19.35      $ 22.47      $ 17.99   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income(1)

     0.24        0.20        0.11        0.15        0.05   

Net realized and unrealized gain/(loss) on investments

     (2.36     2.92        1.22        (3.21     4.45   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

     (2.12     3.12        1.33        (3.06     4.50   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to shareholders from:

          

Net investment income

     (0.21     (0.15     (0.09     (0.07     (0.02

Net realized gains

            (0.03                   (0.01
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

     (0.21     (0.18     (0.09     (0.07     (0.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Redemption fees

     (2)      (2)      (2)      0.01        0.01   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 21.20      $ 23.53      $ 20.59      $ 19.35      $ 22.47   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return(3)

     (8.94 )%      15.18     6.88     (13.51 )%      25.12

Ratio/Supplemental Data

          

Net assets, end of year (000’s omitted)

   $ 369,610      $ 347,791      $ 320,190      $ 256,268      $ 193,361   

Ratio of expenses to average net assets

     1.20     1.24     1.25     1.25     1.25

Ratio of expenses to average net assets without waivers, expense reimbursements and/or recoupment, if any(4)

     1.20     1.20     1.21     1.27     1.32

Ratio of net investment income to average net assets

     1.11     0.92     0.58     0.77     0.24

Portfolio turnover rate.

     7.76     5.65     5.21     7.48     2.20

 

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Amount is less than $0.005 per share.

(3)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4)

During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

20


WHV INTERNATIONAL EQUITY FUND

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The WHV International Equity Fund ( The “Fund” ) is a diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), and commenced investment operations on December 19, 2008. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) of up to 1.00% may apply for investments of $1 million or more of Class A Shares of each Fund (and therefore no initial sales charge was paid) and shares are redeemed within 18 months after initial purchase. The CDSC shall not apply to those purchases of Class A Shares of $1 million or more where the selling broker-dealer did not receive a commission. A CDSC of up to 1.00% will be assessed when Class C Shares are redeemed within 12 months after initial purchase. The CDSC shall not apply to those purchases of Class C Shares where the selling broker-dealer did not receive a commission.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. The Fund’s equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing sale or official closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the Trust’s Board of Trustees. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Any assets held by the Fund that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Fund determines the daily NAV per share. Foreign securities may trade on weekends or other days when the Fund does not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Fund. Investments in other open-end investment companies are valued based on the NAV of such investment companies (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with procedures adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where

 

21


WHV INTERNATIONAL EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

market quotes are not readily available and has delegated to WHV Investments, Inc. (“WHV” or the “Adviser”) the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

  Level 1  —

quoted prices in active markets for identical securities;

  Level 2  —

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

  Level 3  —

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total
Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 
           
           
           
           

Investments in Securities*

   $ 373,649,979       $ 373,649,979       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  *

Please refer to Portfolio of Investments for details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been

 

22


WHV INTERNATIONAL EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, accounting principles generally accepted in the United States of America (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

 

23


WHV INTERNATIONAL EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and are recorded on ex-date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Currency Risk — The Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Fund is determined on the basis of U.S. dollars, the Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.

 

24


WHV INTERNATIONAL EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

2. Transactions with Affiliates and Related Parties

WHV serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 1.25% (on an annual basis) of the Fund’s average daily net assets. The Expense Limitation will remain in place until August 31, 2016 for the Fund, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. For the period ended April 30, 2015, the Adviser waived fees of $980. As of April 30, 2015, the amount of potential recovery is $980, which expires on April 30, 2018.

Hirayama Investments, LLC (“Hirayama” or the “Sub-Adviser”) serves as the sub-adviser to the Fund. The Sub-Adviser provides certain services pursuant to a sub-advisory agreement among WHV, the Sub-Adviser and the Trust, on behalf of the Fund. Sub-Advisory fees are paid by WHV, not the Fund.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

 

25


WHV INTERNATIONAL EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Foreside Funds Distributors LLC (“the Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% distribution fee and 0.25% shareholder service fee) on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares, respectively.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015, was $32,679. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding U.S. Government and agency short-term investments and other short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 65,114,921       $ 28,906,298   

4. Capital Share Transactions

For the period ended April 30, 2015 and the year ended April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the Period Ended
April 30, 2015*
    For the Year Ended
April 30, 2014
 
     Shares     Amount     Shares     Amount  

Class A Shares

        

Sales.

     703,258      $ 14,776,254        341,811      $ 7,288,685   

Reinvestments

     9,795        194,717        9,037        196,184   

Redemption Fees**

            319               6,575   

Redemptions

     (1,198,191     (25,802,579     (975,418     (20,807,890
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

  (485,138 $ (10,831,289   (624,570 $ (13,316,446
  

 

 

   

 

 

   

 

 

   

 

 

 

 

26


WHV INTERNATIONAL EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

     For the Period Ended
April 30, 2015*
    For the Year Ended
April 30, 2014
 
     Shares     Amount     Shares     Amount  

Class C Shares

        

Sales.

     10,431      $ 215,594             $   

Reinvestments

     24        473                 

Redemptions

     (2,365     (49,005              
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

  8,090    $ 167,062         $   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class I Shares

Sales.

  9,471,602    $ 204,602,356      3,918,915    $ 84,363,542   

Reinvestments

  123,257      2,452,823      81,219      1,765,693   

Redemption Fees**

       2,734           44,529   

Redemptions

  (6,939,607   (146,238,889   (4,771,179   (102,455,250
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

  2,655,252    $ 60,819,024      (771,045 $ (16,281,486
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase/(decrease)

  2,178,204    $ 50,154,797      (1,395,615 $ (29,597,932
  

 

 

   

 

 

   

 

 

   

 

 

 

*Class C Shares commenced operations on November 13, 2014.

**Prior to September 1, 2014, there was a 2.00% redemption fee that may have been charged on shares redeemed which had been held for 60 days or less. The redemption fee was retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in-capital. Effective September 1, 2014, this redemption fee was discontinued and is no longer charged.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

For the year ended April 30, 2015, the tax characters of distributions paid by the Fund was $3,868,351 of ordinary income dividends. For the year ended April 30, 2014, the tax characters of distributions paid by the Fund was $2,344,381 of ordinary income dividends and $450,271, of long-term capital gains dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

 

27


WHV INTERNATIONAL EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss
Carryforward
   Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Appreciation/
(Depreciation)
   Qualified Late-Year
Losses
           
           
$(4,134,604)    $3,131,487    $—    $40,641,485    $(2,492,598)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

             

Federal tax cost

   $ 333,008,494      
  

 

 

    

Gross unrealized appreciation

$ 81,314,832   

Gross unrealized depreciation

  (40,673,347
  

 

 

    

Net unrealized appreciation

$ 40,641,485   
  

 

 

    

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the fiscal year ended April 30, 2015, the Fund deferred to May 1, 2015 the following losses:

 

     Late-Year Ordinary
Losses Deferral
   Short-Term Capital
Loss Deferral
   Long-Term Capital
Loss Deferral
        

WHV International Equity Fund

   $—    $89,758    $2,402,840

Accumulated capital losses represent net capital loss carryovers as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”), each Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.

 

28


WHV INTERNATIONAL EQUITY FUND

Notes to Financial Statements (Concluded)

April 30, 2015

 

As of April 30, 2015, the Fund’s post-enactment capital loss carryforward of $4,134,604, of which $53,307 were short-term losses, $4,081,297 are long-term losses, and all have an unlimited period of capital loss carryforward.

During the year ended April 30, 2015 the Fund utilized $47,613 of Capital Loss carryover.

6. Subsequent Event

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

29


WHV INTERNATIONAL EQUITY FUND

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of FundVantage Trust and Shareholders of the WHV International Equity Fund

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the WHV International Equity Fund (the “Fund”) at April 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

June 26, 2015

 

30


WHV INTERNATIONAL EQUITY FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise their shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Fund paid $3,868,351 ordinary dividends and no long-term capital gain dividends to shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designate 100.00% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 3.72%.

The percentage of qualified interest income related to dividends not subject to withholding tax for non-resident aliens and foreign corporations is 0.02%.

The Fund intends to pass through a foreign tax credit to the shareholders. For the year ended April 30, 2015, the total amount of foreign source income for the Fund is $9,138,660. The total amount of foreign tax to be paid for the Fund is $761,710. Your allocable share of foreign tax credit will be reported on Form 1099-DIV.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

31


WHV INTERNATIONAL EQUITY FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 948-4685 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

32


WHV INTERNATIONAL EQUITY FUND

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 948-4685.

 

33


WHV INTERNATIONAL EQUITY FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for each Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (888) 948-4685.

 

Name

and Date of Birth

 

 

Position(s) Held

with Trust

 

  

Term of Office

and Length of

        Time Served        

 

  

Principal Occupation(s)

During Past Five Years

 

  

Number of

Funds in

Trust Complex

Overseen by

Trustee

 

  

Other

Directorships

Held by Trustee

 

 

INDEPENDENT TRUSTEES

 

 

ROBERT J. CHRISTIAN

Date of Birth: 2/49

 

 

Trustee and Chairman of the Board

  

 

Shall serve until death, resignation or removal. Trustee and Chairman since 2007.

  

 

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

  

 

38

  

 

Optimum Fund Trust (registered investment company) (6 portfolios).

 

IQBAL MANSUR

Date of Birth: 6/55

 

 

Trustee

  

 

Shall serve until death, resignation or removal. Trustee since 2007.

  

 

University Professor, Widener University.

  

 

38

  

 

None.

 

34


WHV INTERNATIONAL EQUITY FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

  

Position(s) Held

with Trust

 

  

Term of Office

and Length of

        Time Served        

 

  

Principal Occupation(s)

During Past Five Years

 

  

Number of

Funds in

Trust Complex

Overseen by

Trustee

 

  

Other

Directorships

Held by Trustee

 

       

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.   

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

   38    None.
       

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.   

Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.

 

   38    Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company)(1 portfolio).

 

35


WHV INTERNATIONAL EQUITY FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

  

Position(s) Held

with Trust

 

  

Term of Office

and Length of

Time Served

 

  

Principal Occupation(s)

During Past Five Years

 

  

Number of

Funds in

Trust Complex

Overseen by

Trustee

 

  

Other

Directorships

Held by Trustee

 

 

INTERESTED TRUSTEE1

 

           

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.    Retired since May 2014;EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.    38    None.

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

36


WHV INTERNATIONAL EQUITY FUND

Fund Management (Concluded)

(Unaudited)

 

 

Name

and Date of Birth

 

Position(s) Held

            with Trust             

 

Term of Office

and Length of

                Time Served                 

 

Principal Occupation(s)

During Past Five Years

 

EXECUTIVE OFFICERS

 

JOEL L. WEISS

Date of Birth: 1/63

 

President and Chief

Executive Officer

 

Shall serve until death,

resignation or removal. Officer

since 2007.

 

Vice President and Managing Director of

BNY Mellon Investment Servicing (US)

Inc. and predecessor firms since 1993.

JAMES G. SHAW

Date of Birth: 10/60

 

Treasurer and Chief

Financial Officer

 

Shall serve until death,

resignation or removal. Officer

since 2007.

 

Vice President and Senior Director of

BNY Mellon Investment Servicing (US)

Inc. and predecessor firms since 1995.

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

  Secretary  

Shall serve until death,

resignation or removal. Officer

since 2012.

 

Vice President and Counsel Regulatory

Administration of BNY Mellon Investment

Servicing (US) Inc. and predecessor

firms since 2001.

DAVID C. LEBISKY

Date of Birth: 5/72

 

Chief Compliance

Officer

 

Shall serve until death,

resignation or removal. Officer

since 2015.

 

Senior Consultant, Freeh Group

International Solutions, LLC (a global risk

management firm) since 2015; Scotia

Institutional Investments US, LP, Director

of Regulatory Administration from 2010

to 2014.

 

37


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[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

WHV Investments, Inc.

301 Battery Street

Suite 400

San Francisco, CA 94111-3203

Sub-Adviser

Hirayama Investments, LLC

301 Battery Street

Suite 400

San Francisco, CA 94111-3203

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

WHV INTERNATIONAL EQUITY FUND

of

FundVantage Trust

Class A Shares

Class C Shares

Class I Shares

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the WHV International Equity Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the WHV International Equity Fund.

 

 

WHV001


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear WHV/Acuity Tactical Credit Long/Short Fund Shareholder,

We are pleased to write the inaugural shareholder letter for the WHV/Acuity Tactical Credit Long/Short Fund (“the Fund”) launched in December 2014. The Fund aims to use related credit asset classes on both the long and short side to generate an attractive rate of return with low volatility. Portfolio construction is implemented with a relative value framework and looks across the entire balance sheet of a corporation from senior secured down through subordinated, equity-linked bonds. This hedged approach is designed to generate performance that is less reliant on the direction of the overall market than a typical credit-based fund.

The inception of the Fund occurred in the midst of a significant amount of year-end volatility in the credit markets, providing an interesting and opportunistic entry point for establishing a portfolio. In our view, much of the year-end volatility was attributable to the dramatic 22% plummet in oil, capping off a total decline of -41% for the full 2014 calendar year. While lower oil prices may be a benefit to consumers and businesses at large, it was not necessarily the case for high-yield investors whose portfolios were overweight with energy-related bonds. Additionally, lessened liquidity surrounding year-end and the holidays exacerbated the large swings in high-yield prices. The ability to source attractively priced bonds was helped by the “sell now, ask later” mentality that enveloped the high-yield market in late 2014. The Fund has to date focused the portfolio on sectors and companies that we believe will benefit from lower oil prices (specifically services, industrials, telecommunications, aerospace, and retail) rather than trying to bottom-fish in the energy sector. We believe that the recovery in oil-related assets will be spotty, very company-specific, and far more likely to occur in the second half of 2015, and thus can find better risk/reward profiles elsewhere.

Equity and high-yield markets have remained in a holding pattern during the first four months in 2015 as good and bad news have been balanced. Interest rates have remained low, indicating slow global growth, an accommodative Federal Reserve, and US dollar strength. The US economy is improving, albeit haltingly, with job gains pointing to stronger than anticipated GDP growth, yet inflation remains benign. Heeding market pundits predicting a spike in interest rates and the end of the world has been the wrong trade. The current economic landscape of extremely low rates and fuel prices, modestly improving economic growth, continued productivity gains, friendly central banks, and a strong dollar all point to a ‘Goldilocks’ backdrop for quality credit, high-yield bonds. In a ‘yieldless’ world in which central banks remain friendly and accommodative, bonds that offer significant current yield and shorter maturity schedules will be in demand, regardless of the short end of the curve being bumped modestly. The appeal of US interest rates given close to negative global debt yields, and an economy that is experiencing moderate growth is a dynamic that will most likely cap US interest rates for the foreseeable future.

The benefits of extraordinary monetary stimulus for the past several years (now led by the European Central Bank) and the resulting positive impact on financial assets have been widely discussed. However, the uniform knee-jerk response from a large portion of the investment community is that the corollary must exist — as soon as the 2009-2014 era of extraordinary accommodation turns to 2015-2016 normalization, all fixed income will suffer. We believe that this is a flawed assumption. Interest rates may move higher, but the speed will likely be slowed by muted inflation and unexceptional economic growth in the US. The probability of a spike in rates is low, and a far more likely scenario is one in which rates are range-bound and trend higher over a protracted timeframe. We believe that certain parts of the high-yield market should significantly outperform higher credit, rate-sensitive, investment-grade bonds during the early part of a new interest rate cycle. The first four months of 2015 are an illustration of the dynamic in which better economic and corporate fundamentals outweighed a gradual increase in rates. A more insidious risk to high-yield is dramatically lower interest rates, which will signify a faltering economy and one that is more prone to lead to bankruptcies. While higher rates will prove treacherous for some fixed income investments, the Fund will be attempting to mitigate higher rates by investing in corporations where credit improvement will likely occur regardless of rates, owning shorter duration and less interest rate-sensitive bonds, and being deft in repositioning the portfolio when necessary. Historically, high-yield has performed well (far better than any other fixed income asset) as rates begin to move higher. The most recent evidence comes from 2013 as the 10-year jumped from 1.76% to 3.02%, yet high-yield as represented by the Barclays U.S. Corporate High-Yield Index was up 7.44%. This compares starkly to the Barclays Capital U.S. Aggregate Bond Index, which dropped -2.02%.

While interest rates are rising modestly, with perhaps the 2% ceiling now becoming a floor for the 10-year, we are not in the camp that foresees rates about to skyrocket, but rather believe more likely they will grind higher and remain within the 2% to 2.5% range. While higher rates may be a harbinger of better growth over the coming quarters and evidence of a US economy that is actually improving, global central banks remain highly accommodative, thus dampening the likelihood of a sharp sustainable spike in rates.

 

1


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

 

Performance Review

The WHV/Acuity Tactical Credit Long/Short Fund is managed through a sub-advisory agreement with Acuity Capital Management, LLC (“Acuity”), an alternative asset manager that focuses on corporate credit investing. The Fund is an unconstrained, opportunistic, multi-credit strategy that aims to provide a differentiated return stream while maintaining fixed income-like volatility. It seeks to achieve current income and capital appreciation by investing primarily, under normal market conditions, in corporate fixed income and/or equity securities using relative value, multiple event-driven, high-yield, credit analysis-based, long/short credit, special situation analysis, levered loan, and convertible arbitrage strategies.

During the fiscal period, the WHV/Acuity Tactical Credit Long/Short Fund posted a gain of 4.60% (Class I shares), 4.57% (Class A shares at net asset value) and -1.44% (Class A shares with 5.75% maximum load) versus a 1.19% return for the Barclays Capital U.S. Aggregate Bond Index during the same period.

Note that although an important part of the Fund’s mandate, investment-grade and convertible bonds are not in the portfolio currently. The convertible market is generally expensive and comprised of either low-grade credits, or investment-grade credits that are extremely overpriced due to concentrated ownership by a handful of mandate-constrained, long-only institutions. As the portfolio continues to build out, we expect to use convertibles, as well as certain investment-grade bonds, as a hedging tool. The ability of the Fund to use multiple asset classes is an important differentiator and the makeup of the portfolio can be adjusted significantly as conditions warrant.

We are excited to have launched the Fund, and we look forward to regularly detailing our market thoughts and resulting portfolio construction with our shareholders.

Sincerely,

WHV Investments, Inc. & Acuity Capital Management, LLC

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.

 

2


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $10,000 in the WHV/Acuity Tactical Credit Long/Short Fund’s Class A Shares

vs. the Barclays Capital U.S. Aggregate Bond Index

 

LOGO

Class A Shares growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.

 

   
Total Returns for the Period Ended April 30, 2015†*  
   
   Since Inception   

Class A Shares (without sales charge)

4.57%  

Class A Shares (with sales charge)

-1.44%  

Barclays Capital U.S. Aggregate Bond Index

    1.19%**  

 

Not Annualized.

*

The WHV/Acuity Tactical Credit Long/Short Fund (“The Fund”) commenced operations on December 16, 2014.

**

Benchmark performance is from inception date of the Fund (December 16, 2014) only and is not the inception date of the benchmark itself.

Class A Shares of the Fund have a 5.75% maximum sales charge.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual Fund gross and net operating expense ratios are 2.87% and 1.67% for Class A Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated December 31, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report. WHV Investments, Inc. (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding 12b-1 fees and any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses”, dividend and interest expense on securities sold short and brokerage commissions) do not exceed 1.42% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018 unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

The Fund evaluates its performance as compared to that of the Barclays Capital U.S. Aggregate Bond Index. Barclays Capital U.S. Aggregate Bond Index is an intermediate term, broad-based index comprised of most U.S. traded investment grade bonds. It is impossible to invest directly in an index.

 

3


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

An investment in the Fund is subject to risk. The Fund seeks long-term capital appreciation. The potential loss on a short sale is in principle unlimited since there is no limit on the market appreciation of a shorted security. The Fund may have a high turnover of its portfolio securities, resulting in higher brokerage costs, which reduce the Fund’s returns. High turnover also may result in net taxable gain to shareholders, although the Adviser generally seeks to minimize and offset short-term capital gains. The Fund is recently formed and has a limited history of operations. There can be no guarantee that the Fund will achieve its objectives.

All mutual fund investing involves risk, including possible loss of principal. The Fund is new, with a limited operating history. Investments in small capitalization companies present a greater risk of loss than investments in large companies due to greater volatility and less liquidity.

 

4


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

Comparison of Change in Value of $500,000 in the WHV/Acuity Tactical Credit Long/Short Fund’s Class I Shares

vs. the Barclays Capital U.S. Aggregate Bond Index

 

LOGO

 

Total Returns for the Period Ended April 30, 2015†*
   
   Since Inception

Class I Shares

4.60%

Barclays Capital U.S. Aggregate Bond Index

    1.19%**

Not Annualized.

*

The WHV/Acuity Tactical Credit Long/Short Fund (“The Fund”) commenced operations on December 16, 2014.

**

Benchmark performance is from inception date of the Fund (December 16, 2014) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual Fund gross and net operating expense ratios are 2.62% and 1.42% for Class I Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated December 31, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report. WHV Investments, Inc. (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding 12b-1 fees and any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses”, dividend and interest expense on securities sold short and brokerage commissions) do not exceed 1.42% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018 unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

The Fund evaluates its performance as compared to that of the Barclays Capital U.S. Aggregate Bond Index. Barclays Capital U.S. Aggregate Bond Index is an intermediate term, broad-based index comprised of most U.S. traded investment grade bonds. It is impossible to invest directly in an index.

An investment in the Fund is subject to risk. The Fund seeks long-term capital appreciation. The potential loss on a short sale is in principle unlimited since there is no limit on the market appreciation of a shorted security. The Fund may have a high turnover of its portfolio securities, resulting in higher brokerage costs, which reduce the Fund’s returns. High turnover also may result in net taxable gain to shareholders, although the Adviser generally seeks to minimize and offset short-term capital gains. The Fund is recently formed and has a limited history of operations. There can be no guarantee that the Fund will achieve its objectives.

 

5


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

 

All mutual fund investing involves risk, including possible loss of principal. The Fund is new, with a limited operating history. Investments in small capitalization companies present a greater risk of loss than investments in large companies due to greater volatility and less liquidity.

 

6


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested from December 16, 2014, the commencement of operations, through April 30, 2015, and held for the entire period.

Actual Expenses

The first line of each accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not either 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 a Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of each accompanying 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.

 

7


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

                 WHV/Acuity Tactical Credit Long/Short Fund             
     Beginning Account Value    Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class A Shares †

              

Actual

     $ 1,000.00        $ 1,045.70        $ 6.30  

Hypothetical (5% return before expenses)

       1,000.00          1,016.47          8.39  

Class I Shares †

              

Actual

     $ 1,000.00        $ 1,046.00        $ 5.35  

Hypothetical (5% return before expenses)

       1,000.00          1,017.73          7.13  

 

†Class A & Class I Shares commenced operations on December 16, 2014.

*Actual Expenses are equal to an annualized expense ratio for the period beginning December 16, 2014, commencement of operations, to April 30, 2015 of 1.68% and 1.42% for Class A Shares and Class I Shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (134 days), then divided by 365 to reflect the period. The Funds’ ending account values on the first line in the table are based on the actual total returns for the Fund since commencement of operations of 4.57% and 4.60% for Class A Shares and Class I Shares, respectively. These amounts include dividends paid on securities which the Fund has sold short (“short-sale dividends”) and related interest expense. The annualized amount of short-sale dividends and related interest expense was 0.01% of average net assets for the period from December 16, 2014 to April 30, 2015. Hypothetical expenses are as if the Fund had been in existence from November 1, 2014, and are equal to its annualized expense ratios, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period (181), then divided by 365 to reflect the period.

 

8


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by industry group of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

LONG POSITIONS:

    

Corporate Bonds and Notes

    

Telecommunications

     16.8   $ 766,040   

Retail

     13.8        631,501   

Food

     9.8        446,558   

Software

     8.8        401,624   

Media

     7.6        348,780   

Commercial Services

     7.3        333,000   

Lodging

     6.9        313,313   

Computers.

     4.0        182,000   

Machinery-Construction & Mining

     3.9        178,518   

Distribution/Wholesale

     3.8        175,500   

Auto Manufacturers

     3.6        165,562   

Healthcare-Products

     3.5        161,438   

Biotechnology

     3.3        152,250   

Semiconductors

     2.7        124,990   

Environmental Control.

     2.3        105,750   

SHORT POSITIONS:

    

Exchange Traded Funds

     (4.3     (197,200

Other Assets in Excess of Liabilities

     6.2        284,354   
  

 

 

   

 

 

 

NET ASSETS

  100.0 $ 4,573,978   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

The accompanying notes are an integral part of the financial statements.

 

9


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Portfolio of Investments

April 30, 2015

 

     Par
Value
     Value  

LONG POSITIONS — 98.1%

     

CORPORATE BONDS AND NOTES — 98.1%

  

Auto Manufacturers — 3.6%

     

FCA US LLC/CG Co-Issuer, Inc. 8.25%, 06/15/2021 †

   $ 150,000       $     165,562   
     

 

 

 

Biotechnology — 3.3%

Concordia Healthcare Corp. 7.00%, 04/15/2023 (a)

  150,000      152,250   
     

 

 

 

Commercial Services — 7.3%

Hertz Corp. (The) 7.50%, 10/15/2018 †

  150,000      155,812   

Safway Group Holding, LLC /Safway Finance Corp. 7.00%, 05/15/2018 †(a)

  175,000      177,188   
     

 

 

 
  333,000   
     

 

 

 

Computers — 4.0%

SunGard Data Systems, Inc. 7.38%, 11/15/2018 †

  175,000      182,000   
     

 

 

 

Distribution/Wholesale — 3.8%

HD Supply, Inc. 11.50%, 07/15/2020 †

  150,000      175,500   
     

 

 

 

Environmental Control — 2.3%

ADS Waste Holdings, Inc. 8.25%, 10/01/2020 †

  100,000      105,750   
     

 

 

 

Food — 9.8%

Albertsons Holdings, LLC/Saturn Acquisition Merger Sub, Inc. 7.75%, 10/15/2022 †(a)

  168,000      183,120   

US Foods, Inc. 8.50%, 06/30/2019 †

  250,000      263,438   
     

 

 

 
  446,558   
     

 

 

 

Healthcare-Products — 3.5%

Kinetic Concepts, Inc. / KCI USA, Inc. 10.50%, 11/01/2018 †

  150,000      161,438   
     

 

 

 

Lodging — 6.9%

Boyd Gaming Corp. 9.13%, 12/01/2018 †

  150,000      156,938   

Marina District Finance Co., Inc. 9.88%, 08/15/2018 †

  150,000      156,375   
     

 

 

 
  313,313   
     

 

 

 

Machinery-Construction & Mining — 3.9%

  

BlueLine Rental Finance Corp. 7.00%, 02/01/2019 †(a)

  175,000      178,518   
     

 

 

 
     Par
Value
     Value  

CORPORATE BONDS AND NOTES — (Continued)

  

Media — 7.6%

  

Univision Communications, Inc. 8.50%, 05/15/2021 (a)

   $ 175,000       $ 187,688   

WideOpenWest Finance, LLC / WideOpenWest Capital Corp. 10.25%, 07/15/2019

     150,000         161,092   
     

 

 

 
  348,780   
     

 

 

 

Retail — 13.8%

Michaels FinCo Holdings, LLC / Michaels FinCo, Inc. 7.50% Cash or 8.25% PIK interest, 08/01/2018 , †(a)

  150,000      153,000   

Neiman Marcus Group Ltd., LLC 8.00%, 10/15/2021 †(a)

  150,000      160,875   

Party City Holdings, Inc. 8.88%, 08/01/2020 †

  150,000      162,188   

Rite Aid Corp. 6.13%, 04/01/2023 †(a)

  150,000      155,438   
     

 

 

 
  631,501   
     

 

 

 

Semiconductors — 2.7%

Freescale Semiconductor, Inc. 10.75%, 08/01/2020 †

  116,000      124,990   
     

 

 

 

Software — 8.8%

First Data Corp. 11.75%, 08/15/2021 †

  350,000      401,624   
     

 

 

 

Telecommunications — 16.8%

Altice SA 7.63%, 02/15/2025 †(a)

  250,000      252,824   

Intelsat Jackson Holdings SA 7.50%, 04/01/2021 †

  175,000      181,781   

Level 3 Financing, Inc. 8.13%, 07/01/2019 †

  175,000      183,925   

Sprint Corp. 7.63%, 02/15/2025 †

  150,000      147,510   
     

 

 

 
  766,040   
     

 

 

 

TOTAL CORPORATE BONDS AND NOTES
(Cost $4,464,242)

  4,486,824   
     

 

 

 

TOTAL LONG POSITIONS - 98.1%

  4,486,824   
     

 

 

 

(Cost $4,464,242)

 

 

The accompanying notes are an integral part of the financial statements.

 

10


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Par
Value
     Value  

SHORT POSITIONS - (4.3)%

  

  

EXCHANGE TRADED FUNDS — (4.3)%

  

  

SPDR Barclays High Yield Bond ETF

   $   (5,000)       $ (197,200
     

 

 

 

TOTAL EXCHANGE TRADED FUNDS (Proceeds $196,822)

  (197,200
     

 

 

 

TOTAL SECURITIES SOLD SHORT - (4.3)%

  

  (197,200
     

 

 

 

Proceeds $(196,822)

OTHER ASSETS IN EXCESS OF LIABILITIES - 6.2%

  284,354   
     

 

 

 

NET ASSETS - 100.0%

$   4,573,978   
     

 

 

 

 

 

Security position is either entirely or partially held in a segregated account as collateral for securities sold short.
(a) Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At April 30, 2015, these securities amounted to $1,600,901 or 35.0% of net assets. These securities have been determined by the Adviser to be liquid securities.

Legend:

 

PIK Payment-In-Kind. A security which may pay interest in additional par value and/or in cash. Rates shown are the current rate and possible payment rates.
 

 

The accompanying notes are an integral part of the financial statements.

 

11


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $4,464,242)

$ 4,486,824   

Receivable for investments sold

  1,621,125   

Deposits with brokers for securities sold short

  196,758   

Receivable for capital shares sold

  26,267   

Dividends receivable

  88,438   

Prepaid expenses and other assets

  5,871   
  

 

 

 

Total assets.

  6,425,283   
  

 

 

 

Liabilities

Securities sold short, at value (proceeds $196,822)

  197,200   

Payable for investments purchased

  600,000   

Due to Custodian

  1,015,088   

Payable for administration and accounting fees

  7,677   

Payable for custodian fees

  6,757   

Payable to Investment Adviser

  1,843   

Payable for transfer agent fees

  1,651   

Payable for Trustees and Officers.

  1,318   

Payable for dividends and fees on securities sold short

  12   

Accrued expenses

  19,759   
  

 

 

 

Total liabilities

  1,851,305   
  

 

 

 

Net Assets

$ 4,573,978   
  

 

 

 

Net Assets Consist of:

Capital stock, $0.01 par value

$ 4,406   

Paid-in capital

  4,411,829   

Accumulated net investment income

  17,620   

Accumulated net realized gain from investments and securities sold short.

  117,919   

Net unrealized appreciation on investments and securities sold short

  22,204   
  

 

 

 

Net Assets

$ 4,573,978   
  

 

 

 

Class A Shares:

Net asset value and redemption price per share ($125,721 / 12,112 shares)

$ 10.38   
  

 

 

 

Maximum offering price per share (100/94.25 of $10.38)

$ 11.01   
  

 

 

 

Class I Shares:

Net asset value, offering and redemption price per share ($4,448,257 / 428,530 shares)

$ 10.38   
  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

12


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Statement of Operations

For the Period Ended April 30, 2015*

 

Investment Income

Interest

$ 70,803   
  

 

 

 

Total investment income.

  70,803   
  

 

 

 

Expenses

Advisory fees (Note 2)

  17,834   

Administration and accounting fees (Note 2)

  28,991   

Audit fees

  17,527   

Transfer agent fees (Note 2)

  14,704   

Custodian fees (Note 2)

  9,965   

Registration and filing fees

  1,777   

Trustees’ and officers’ fees (Note 2)

  1,638   

Dividends and fees on securities sold short

  76   

Distribution fees (Class A) (Note 2)

  32   

Other expenses

  4,353   
  

 

 

 

Total expenses before waivers and reimbursements

  96,897   
  

 

 

 

Less: waivers and reimbursements (Note 2)

  (75,145
  

 

 

 

Net expenses after waivers and reimbursements

  21,752   
  

 

 

 

Net investment income.

  49,051   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

Net realized gain from investments

  117,919   

Net change in unrealized appreciation/(depreciation) on investments.

  22,582   

Net change in unrealized appreciation/(depreciation) on securities sold short

  (378
  

 

 

 

Net realized and unrealized gain on investments

  140,123   
  

 

 

 

Net increase in net assets resulting from operations

$ 189,174   
  

 

 

 

 

 

*

The Fund commenced operations on December 16, 2014.

The accompanying notes are an integral part of the financial statements.

 

13


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Statement of Changes in Net Assets

 

  For the
Period Ended
April 30, 2015*
 

Increase in net assets from operations:

Net investment income

$ 49,051   

Net realized gain from investments

  117,919   

Net change in unrealized appreciation/(depreciation) on investments

  22,204   
  

 

 

 

Net increase in net assets resulting from operations

  189,174   
  

 

 

 

Less Dividends and Distributions to Shareholders:

Net investment income:

Class A Shares

  (380

Class I Shares

  (32,191
  

 

 

 

Total net investment income

  (32,571
  

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  4,417,375   
  

 

 

 

Total increase in net assets

  4,573,978   
  

 

 

 

Net assets

Beginning of period

    

End of period

$ 4,573,978   
  

 

 

 

Accumulated net investment income, end of period.

$ 17,620   
  

 

 

 

 

 

*

The Fund commenced operations on December 16, 2014.

The accompanying notes are an integral part of the financial statements.

 

14


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class A Shares
     For the Period
December 16, 2014*
to April 30, 2015

Per Share Operating Performance

    

Net asset value, beginning of period

     $ 10.00  
    

 

 

 

Net investment income(1)

    0.11  

Net realized and unrealized gain on investments

    0.35  
    

 

 

 

Net increase in net assets resulting from operations.

    0.46  
    

 

 

 

Dividends and distributions to shareholders from:

 

Net investment income

    (0.08 )
    

 

 

 

Total distributions

    (0.08 )
    

 

 

 

Net asset value, end of period

  $ 10.38  
    

 

 

 

Total investment return(2)

    4.57 %(3)

Ratio/Supplemental Data

 

Net assets, end of period (000’s omitted)

  $ 126  

Ratio of expenses to average net assets with waivers and expense reimbursements (including dividend and interest expense)

    1.68 %(4)

Ratio of expenses to average net assets with waivers and expense reimbursements (excluding dividend and interest expense)

    1.67 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements (including dividend and interest expense)(5)

    6.60 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursements (excluding dividend and interest expense)(5)

    6.60 %(4)

Ratio of net investment income to average net assets

    2.97 %(4)

Portfolio turnover rate

    532.05 %(3)

 

*

Commencement of operations.

(1)

The selected per share data was calculated using the average shares outstanding method for the period.

(2)

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.

(3)

Not annualized.

(4)

Annualized.

(5)

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

15


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Financial Highlights (Continued)

 

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I Shares
     For the Period
December 16, 2014*
to April 30, 2015

Per Share Operating Performance

    

Net asset value, beginning of period

     $ 10.00  

Net investment income(1)

       0.12  

Net realized and unrealized gain on investments

       0.34  
    

 

 

 

Net increase in net assets resulting from operations.

    0.46  

Dividends and distributions to shareholders from:

 

Net investment income

    (0.08 )
    

 

 

 

Total distributions

    (0.08 )
    

 

 

 

Net asset value, end of period

  $ 10.38  
    

 

 

 

Total investment return(2)

    4.60 %(3)

Ratio/Supplemental Data

 

Net assets, end of period (000’s omitted)

  $ 4,448  

Ratio of expenses to average net assets with waivers and expense reimbursement (including dividend and interest expense)

    1.42 %(4)

Ratio of expenses to average net assets with waivers and expense reimbursement (excluding dividend and interest expense)

    1.42 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursement (including dividend and interest expense)(5)

    6.35 %(4)

Ratio of expenses to average net assets without waivers and expense reimbursement (excluding dividend and interest expense)(5)

    6.35 %(4)

Ratio of net investment income to average net assets

    3.22 %(4)

Portfolio turnover rate

    532.05 %(3)

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3)

Not annualized.

(4)

Annualized.

(5)

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

The accompanying notes are an integral part of the financial statements.

 

16


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The WHV/Acuity Tactical Credit Long/Short Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on December 16, 2014. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) of up to 1.00% may apply for investments of $1 million or more of Class A Shares of the Fund (and therefore no initial sales charge was paid) and shares are redeemed within 18 months after initial purchase. The CDSC shall not apply to those purchases of Class A Shares of $1 million or more where Foreside Funds Distributors LLC (the “Underwriter”) did not pay a commission to the selling broker-dealer. Class C Shares commenced operations on May 1, 2015.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each business day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers National Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and asked prices for such security in the over-the-counter market. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of a Fund’s investments are summarized into three levels as described in the hierarchy below:

 

•    Level 1

quoted prices in active markets for identical securities;

•    Level 2

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

17


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

•    Level 3

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The fair value of the Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total
Value at
04/30/15
    Level 1
Quoted

Price
    Level 2
Other Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Long Positions:

         

Corporate Bonds and Notes*

   $   4,486,824      $      $ 4,486,824       $   
  

 

 

   

 

 

   

 

 

    

 

 

 

Short Positions:

Exchange Traded Funds*

$ (197,200 $   (197,200 $    $   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

* Please refer to Portfolio of Investments for further details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the period ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Funds.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements

 

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WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

Short Sales — A Fund’s short sales are subject to special risks. A short sale involves the sale by the Funds of a security that it does not own with the hope of purchasing the same security at a later date at a lower price. If the price of the security has increased during this time, then the Funds will incur a loss equal to the increase in price from the time that the short sale was entered into plus any premiums and interest paid to the third party. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Funds. There can be no assurance that the Funds will be able to close out a short position at any particular time or at an acceptable price. Although a Fund’s gain is limited to the amount at which it sold a security short, its potential loss is unlimited. The Funds will comply with guidelines established by the Security and Exchange Commission and other applicable regulatory bodies with respect to coverage of short sales.

As of April 30, 2015, the Fund had securities sold short valued at $197,200, and cash deposits of $196,758, were pledged as collateral.

In accordance with the terms of its prime brokerage agreements, the Funds may receive rebate income or be charged fees on securities sold short. Such income or fee is calculated on a daily basis based upon the market value of securities sold short and a variable rate that is dependent upon the availability of such security. For the period from December 16, 2014 (commencement of operations) to April 30, 2015, the Fund had net rebate income of $81 on securities sold short. This amount is included in dividends and fees on securities sold short on the statement of operations.

 

19


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

As of April 30, 2015, the Fund utilized short sales proceeds of $196,834, and incurred financing charges for the period ended April 30, 2015, of $157 to finance purchases of long securities. A financing fee is charged to the Funds based on the Federal Funds rate plus an agreed upon spread. These fees are included in dividends and fees on securities sold short.

Payment-In-Kind Securities — The Fund may invest in payment-in-kind securities (“PIK”). PIKs give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates, interest rates, and associated risks as the original bonds. For the period ended April 30, 2015, there were no in-kind payments received by the Fund with respect to PIK securities.

2. Transactions with Affiliates and Related Parties

WHV serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.17% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding 12b-1 fees and any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 1.42% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. Under a separate contractual agreement, the Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund in an amount equal to the Fund’s dividend and interest expense on securities sold short through August 31, 2016. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

For the period ended April 30, 2015, the amount of potential recovery was as follows:

Expiration

April 30, 2018

$45,147

For the period ended April 30, 2015, the Adviser earned and waived investment advisory fees of $17,834. Fees reimbursed by the Adviser were $27,313.

Acuity Capital Management, LLC (“Acuity” or the “Sub-Adviser”) serves as the sub-adviser to the Fund. The Sub-Adviser provides certain services pursuant to a sub-advisory agreement among WHV, the Sub-Adviser and the Trust, on behalf of the Fund. Sub-Advisory fees are paid by WHV, not the Fund.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For the period ended April 30, 2015, BNY Mellon accrued administration and accounting fees totaling $28,991 and waived fees totaling $17,500. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum,and out of pocket expenses. For the period ended April 30, 2015, BNY Mellon accrued transfer agent fees totaling $14,704 and waived fees totaling $9,375.

 

20


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses. For the period ended April 30, 2015, the Custodian accrued custodian fees totaling $9,965 and waived fees totaling $3,123.

BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Class A Shares.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees, for their services as a Trustee. The remuneration paid to the Trustee by the Funds during the period ended April 30, 2015 was $148. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Funds or the Trust.

3. Investment in Securities

For the period ended April 30, 2015, aggregate purchases and sales of investment securities (excluding other short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities.

   $ 21,237,907       $ 16,853,846   

4. Capital Share Transactions

For the period from December 16, 2014, commencement of operations, to April 30, 2015, transactions in capital shares of the Funds (authorized shares unlimited) were as follows:

 

     For the Period Ended  
     April 30, 2015*  
     Shares      Amount  

Class A Shares

     

Sales

     12,074       $ 123,572   

Reinvestments

     38         380   
  

 

 

    

 

 

 

Net increase

  12,112    $ 123,952   
  

 

 

    

 

 

 

 

21


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

     For the Period Ended  
     April 30, 2015*  
     Shares     Amount  

Class I Shares

    

Sales

     425,402      $ 4,261,489   

Reinvestments

     3,153        32,191   

Redemptions.

     (25     (257
  

 

 

   

 

 

 

Net increase

  428,530    $ 4,293,423   
  

 

 

   

 

 

 

Total net increase

  440,642    $ 4,417,375   
  

 

 

   

 

 

 

 

*

The Fund commenced operations on December 16, 2014.

As of April 30, 2015, the Fund had the following shareholder that held 10% or more of the outstanding shares of the fund.

 

Affiliated shareholder

  91

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. For the year ended April 30, 2015, these adjustments were to increase accumulated net investment income by $1,140 and to decrease paid-in-capital by $1,140. This permanent difference is attributable to disallowed expenses. Net investment income, net realized gains and net assets were not affected by these adjustments.

For the period ended April 30, 2015, the tax character of distributions paid by the Fund was $32,571 of ordinary income dividends. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss

Carryforward

   Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Appreciation
   Qualified Late-Year
Losses
   Other Temporary
Differences
$—    $135,539    $—    $22,204    $—    $—

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

 

22


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Notes to Financial Statements (Continued)

April 30, 2015

 

Federal tax cost

$ 4,464,242   
  

 

 

    

Gross unrealized appreciation

$ 36,432   

Gross unrealized depreciation

  (13,850
  

 

 

    

Net unrealized appreciation

$ 22,582   
  

 

 

    

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the period ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the period ended April 30, 2015, the Fund had no loss deferrals.

Accumulated capital losses represent net capital loss carryovers as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the fund did not have any capital loss carryforwards.

6. Subsequent Events

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

23


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of FundVantage Trust and Shareholders of the

WHV/Acuity Tactical Credit Long/Short Fund:

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of the WHV/Acuity Tactical Credit Long/Short Fund (the “Fund”) at April 30, 2015, the results of its operations and cash flows, the changes in its net assets and the financial highlights for the period December 16, 2014 (commencement of operations) through April 30, 2015, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

June 26, 2015

 

24


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise its shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the fiscal year ended April 30, 2015, the Fund paid $32,571 of ordinary income dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 100.00%.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.

 

25


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how a Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 948-4685 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Approval of Advisory and Sub-Advisory Agreements

At in-person meetings held on September 22-23, 2014 and December 16-17, 2014, the Board of Trustees (“Board” or “Trustees”) of FundVantage Trust (“Trust”), including a majority of the Trustees who are not “interested persons” as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (the “Independent Trustees”), unanimously approved (a) an advisory agreement (the “Agreement”) between the Trust, on behalf of the WHV/Acuity Tactical Credit Long/Short Fund (the “Fund”), and WHV Investments, Inc. (“WHV”); and (b) a sub-advisory agreement (the “Sub-Advisory Agreement” and together with the Agreement, the “Agreements”) among WHV, Acuity Capital Management, LLC (“Acuity” or “Sub-Adviser”) and the Trust, on behalf of the Fund. The Trustees considered information that the Adviser provided regarding (i) services to be performed for the Fund, (ii) the size and qualifications of the Adviser’s portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Fund, (iv) investment performance, (v) the capitalization and financial condition of the Adviser and Sub-Adviser, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on the WHV’s or Acuity’s ability to service the Fund and (x) compliance with the federal securities laws and other regulatory requirements. WHV and Acuity also provided their most recent Form ADV for the Trustees’ review and consideration. The Trustees also received and reviewed a memorandum from legal counsel regarding the legal standard applicable to their review of the Agreement.

Representatives from WHV and Acuity attended the September 2014 meeting in person and discussed the firms’ histories, performance and investment strategies in connection with the proposed approval of the Agreements and answered questions from the Board.

The Trustees reviewed performance information for an account managed by the Sub-Adviser in a substantially similar manner as the Fund versus the HFRX Fixed Income Credit Index and the median of the Morningstar Nontraditional Bond Category (Institutional) for the one-year, three-year and since inception periods, as applicable.

WHV and Acuity provided information regarding the proposed advisory fees and an analysis of these fees in relation to the delivery of services to be provided to the Fund and any other ancillary benefit resulting from the Adviser’s and Sub-Adviser’s relationship with the Fund. The Trustees also reviewed information regarding the fees the Adviser and Sub-Adviser charge to certain other clients and evaluated explanations provided by the Adviser and Sub-Adviser as to differences in the fees proposed to be charged to the Fund and other similarly managed accounts. The Trustees also reviewed fees charged by other advisers that manage comparable mutual funds with similar strategies. The Trustees evaluated explanations provided by the Adviser and Sub-Adviser that the proposed aggregate advisory fee was based

 

26


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Other Information

(Unaudited) (Continued)

 

on a careful analysis of the peer universe within a Third-party separate account database and the Morningstar Direct database. The Trustees noted that the proposed sub-advisory fees under the Sub-Advisory Agreement would be paid by WHV out of the advisory fees it received from the Fund, and considered the impact of such sub-advisory fee on the pro forma estimated profitability WHV expected to derive from its relationship with the Fund. The Trustees concluded that the advisory and sub-advisory fees and services to be provided by WHV and Acuity are sufficiently consistent with those of other advisers or sub-advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Fund based on the information provided at the Meeting.

The Board considered the level and depth of knowledge of WHV and Acuity , including the professional experience and qualifications of its senior personnel. In evaluating the quality of services provided by WHV, the Board took into account its familiarity with WHV’s senior management through Board meetings, discussions and reports during the preceding year, in connection with WHV’s role as investment adviser to certain other series of the Trust. The Board also took into account WHV and Acuity’s compliance policies and procedures and reports regarding WHV’s and Acuity’s compliance operations from the Trust’s Chief Compliance Officer. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services to be provided to the Fund by WHV and Acuity and concluded that the nature, extent and quality of the services to be provided were appropriate and consistent with the terms of the Agreements, that the quality of the proposed services appeared to be consistent with industry norms and that the Fund is likely to benefit from the provision of those services. They also concluded that WHV and Acuity have sufficient personnel, with the appropriate education and experience, to serve the Fund effectively.

The Trustees considered the costs of the services to be provided by WHV and Acuity, the proposed compensation and expected benefits received by WHV and Acuity in providing services to the Fund, as well as WHV’s and Acuity’s anticipated profitability. The Trustees were provided with the most recent audited financial statements for WHV and the most recent profit and loss statement for Acuity. The Trustees noted that WHV’s and Acuity’s respective levels of profitability are an appropriate factor to consider, and the Trustees should be satisfied that WHV’s and Acuity’s profits are sufficient to continue as a healthy concern generally and as investment advisers of the Fund specifically. In considering the profitability of Acuity of its relationship with the Fund, the Board noted the undertakings of WHV with respect to the expense limitation for the Fund and also noted that the sub-advisory fees under the Sub-Advisory Agreement would be paid by WHV out of the advisory fee it receives under the Advisory Agreement and, in addition, are negotiated at arm’s length. The Board noted that the sub-advisory fee schedule for the Fund did not currently contemplate breakpoints that would reduce the sub-advisory fee rate payable by WHV on assets above specified levels as the portion of assets managed by the Acuity increased.

The Trustees noted that the anticipated fees to be charged by WHV and Acuity were reasonable in relation to the nature and quality of the services to be provided, taking into account the fees charged by other advisers for managing comparable mutual funds with similar strategies. The Trustees also reviewed the proposed sub-advisory fee to be paid to Acuity by WHV. The Trustees also concluded that the overall expense ratio of the Fund was reasonable, taking into account the projected growth and size of the Fund, the quality of services proposed to be provided by WHV and Acuity, and the expense limitations agreed to by the Adviser.

The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Trustees noted that economies of scale may be achieved at higher asset levels for the Fund for the benefit of fund shareholders, but that because such economies of scale did not yet exist and were not likely to exist in the near term, it was not appropriate to incorporate a mechanism for sharing the benefit of such economies with Fund shareholders in the advisory fee structure at this time.

 

27


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Other Information

(Unaudited) (Concluded)

In voting to approve the Agreements, the Board considered all factors it deemed relevant and the information presented to the Board by WHV and Acuity. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the approval of the Agreements would be in the best interests of the Fund and its shareholders. As a result, the Board, including a majority of the Independent Trustees, unanimously approved the Agreements.

 

28


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 948-4685.

 

29


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for the Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (888) 948-4685.

 

Name

and Date of Birth

 

 

  Position(s) Held  

with Trust

 

 

Term of Office

and Length of

        Time Served        

 

 

Principal Occupation(s)

During Past Five Years

 

 

 

Number of

Funds in

Trust Complex

Overseen by

          Trustee          

 

 

Other

Directorships

Held by Trustee

 

 

INDEPENDENT TRUSTEES

 

           

ROBERT J. CHRISTIAN

Date of Birth: 2/49

  Trustee and
Chairman of
the Board
  Shall serve until death, resignation or removal. Trustee and Chairman since 2007.  

Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.

 

  38   Optimum Fund
Trust
(registered
investment
company) (6
portfolios).
           

IQBAL MANSUR

Date of Birth: 6/55

  Trustee  

Shall serve until death, resignation or removal. Trustee since 2007.

 

  University Professor, Widener University.   38   None.
           

DONALD J. PUGLISI

Date of Birth: 8/45

  Trustee   Shall serve until death, resignation or removal. Trustee since 2008.  

Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.

 

  38   None.
           

STEPHEN M. WYNNE

Date of Birth: 1/55

  Trustee   Shall serve until death, resignation or removal. Trustee since 2009.   Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.   38   Copeland Trust
(registered
investment
company) (2
portfolios);
Context

Capital Funds
(registered
investment
company) (1
portfolio).

 

 

30


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

 

 

Position(s) Held

with Trust

 

 

Term of Office

and Length of

        Time Served        

 

 

Principal Occupation(s)

During Past Five Years

 

 

 

Number of

Funds in

Trust Complex

Overseen by

          Trustee          

 

 

Other

Directorships

Held by Trustee

 

 

INTERESTED TRUSTEE1

 

           

NANCY B. WOLCOTT

Date of Birth: 11/54

  Trustee   Shall serve until death, resignation or removal. Trustee since 2011.  

Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.

 

  38   None.

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

31


WHV/ACUITY TACTICAL CREDIT LONG/SHORT FUND

Fund Management (Concluded)

(Unaudited)

 

Name

and Date of Birth

 

  

Position(s) Held

with Trust

 

  

Term of Office

and Length of

        Time Served          

 

  

Principal Occupation(s)

During Past Five Years

 

 

EXECUTIVE OFFICERS

 

 

JOEL L. WEISS

Date of Birth: 1/63

  

 

President and Chief Executive Officer

  

 

Shall serve until death, resignation or removal. Officer since 2007.

  

 

Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.

 

 

JAMES G. SHAW

Date of Birth: 10/60

  

 

Treasurer and Chief Financial Officer

  

 

Shall serve until death, resignation or removal. Officer since 2007.

  

 

Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.

 

 

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

  

 

Secretary

  

 

Shall serve until death, resignation or removal. Officer since 2012.

  

 

Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.

 

 

DAVID C. LEBISKY

Date of Birth: 5/72

  

 

Chief Compliance Officer

  

 

Shall serve until death, resignation or removal. Officer since 2015.

  

 

Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

 

32


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Investment Adviser

WHV Investments, Inc.

301 Battery Street

Suite 400

San Francisco, CA 94111-3203

 

Sub-Adviser

Acuity Capital Management, LLC

60 Arch Street

2nd Floor

Greenwich, CT 06830

 

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

 

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

 

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

 

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

 

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

 

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

 

LOGO

 

As Sub-Advised by

 

LOGO

 

WHV/ACUITY

TACTICAL CREDIT

LONG/SHORT FUND

 

of

 

FundVantage Trust

 

Class A Shares

 

Class I Shares

 

ANNUAL REPORT

 

April 30, 2015

 

This report is submitted for the general information of the shareholders of the WHV/Acuity Tactical Credit Long/Short Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the WHV/Acuity Tactical Credit Long/Short Fund.

Acu001


WHV/EAM INTERNATIONAL SMALL CAP EQUITY FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

 

Dear WHV/EAM International Small Cap Equity Fund Shareholder,

Market Overview

For the period beginning with the inception of the WHV/EAM International Small Cap Equity Fund (“the Fund”) on May 27, 2014 and ending April 30, 2015 (“the fiscal period”), non-US small caps posted positive returns in both developed and emerging markets. During this time period, the markets continued to focus on the actions and signals of global central banks, the drop in oil prices, and the economic effects of various governmental reforms. Global markets climbed steadily through the end of the second quarter, but largely declined during the third quarter primarily due to increased volatility on falling oil prices and lackluster global growth. Non-US small cap markets continued to fall in the fourth quarter as the end to the year brought broad based losses, but advanced during the first quarter of 2015. The Russell Global ex-US Small Cap Growth Index posted a 1.82% return during the fiscal period. Top countries contributing to relative performance were Japan, Israel, and the United Kingdom. The largest detractors to performance were India, China, and Germany.

Market Commentary

Political unrest dominated the global landscape in the second quarter. Thailand’s coup d’état, Ukraine’s Russia-backed separatist insurgency, and the growing tensions in the Middle East exemplified the theme. Despite this uncertainty and choppy economic data, the market took a more optimistic perspective given policy response, and global market volatility trended lower.

As the third quarter progressed, volatility increased roughly 40%1. The quarter was skittish even at the start as July was marked with the bailout of Banco Espirito Santo (Portugal’s largest bank), Argentina’s technical default, and military conflicts in Israel and Ukraine. Furthermore, the scope of the Russian/Ukrainian conflict became increasingly uncertain as the Malaysian Airlines passenger plane was shot down. However, in spite of the aforementioned global uncertainty the nominal damage to the Fund was relatively limited in July, with the Russell Global ex-US Small Cap Growth Index down -1.37% in the month.

As we transitioned to August, the global small cap markets stabilized, focusing on the possibility of further monetary accommodations from the European Central Bank (ECB). Toward the end of August, economic data in developed markets began to diverge, thus so did plans from their respective central banks. The US Federal Reserve and Bank of England signaled that a new interest rate cycle was afoot, while the ECB and the Bank of Japan increased the intensity of their easings. The global foreign exchange markets moved rapidly to adjust. Fearing a repeat of the pain felt by the ‘Fragile Five’ (Brazil, India, Indonesia, South Africa, and Turkey) in early 2013, countries with the highest current account deficits were sold most aggressively as the Fed signaled higher rates.

In mid-October, volatility increased on fears of a global economic slowdown (particularly in Europe), an Ebola outbreak, and plunging oil prices. Accommodative policy continued to play a major role in global markets, a theme likely to persist. In addition, oil hit its lowest price in more than five and a half years, slumping 46% in 2014, with the majority of the move occurring in the fourth quarter. The move marked the steepest drop in six years and second-worst fall since crude trading began in 1983. Fears of a global slowdown and uncertainty surrounding how the falling oil prices will affect global economies took hold in the fourth quarter.

 

1


WHV/EAM INTERNATIONAL SMALL CAP EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

 

Non-US small cap markets rallied in the first quarter as stocks advanced in both developed and emerging markets. Markets continued to closely watch the actions of central banks around the globe, the impacts of currency fluctuations, the price of crude oil, and the economic effects of various governmental reforms.

Performance Review

The WHV/EAM International Small Cap Equity Fund is managed through a sub-advisory agreement with EAM Global Investors, LLC (“EAM Global”); an asset manager that specializes in active equity strategies in inefficient global markets. The Fund seeks to achieve long-term capital appreciation by primarily investing in a combination of equity securities of foreign (i.e., non-US) companies with a suitable potential for earnings growth that are located in countries with developed markets, but may also invest in companies domiciled in emerging markets.

During the fiscal period, the WHV/EAM International Small Cap Equity Fund posted a gain of 4.40% (Class I shares), 4.20% (Class A shares at net asset value) and -1.79% (Class A shares with 5.75% maximum load) versus a 1.82% return for the Russell Global ex-US Small Cap Growth Index during the same period.

From a performance attribution by country and sector perspective, relative outperformance during the fiscal period came largely from positive stock selection in Japan. Selection in the country was primarily beneficial in the consumer staples and producer durables sectors. The majority of our relative underperformance during can be credited to our underweight to the outperforming countries of China and India.

It is important to note that our portfolio’s positioning relative to country, region, and sector will fluctuate with respect to our bottom-up investment process. We believe our disciplined approach reduces the investment universe to a rich list of stocks that signal positive fundamental change, regardless of region, country or sector.

Outlook

Despite uncertainties around the actions of global central banks, currency fluctuations, the price of oil and the potential effects of various governmental reforms, the Fund will continue to rely on the investment team’s disciplined, focused, and objective discovery process in the search for securities across the globe that are believed to exhibit the signs and symptoms of positive fundamental change.

Within developed markets, attention remains fixed on central bank actions of the United States, the Eurozone, and Japan. We believe that the potential for divergent policy actions — with the US seen preparing to raise interest rates while the European Central Bank and Bank of Japan continue to loosen policy — is first and foremost on the minds of many global investors. Foreign exchange rates globally have felt the effect of deviating monetary policies and will continue to be monitored intently as a key barometer of the health of foreign markets. We also expect that several other themes from last year will remain in play: China’s ability to navigate its GDP deceleration, the Eurozone’s recovery, and the price of crude oil.

In emerging markets, the outlook differs greatly country to country. A quick look at a few examples around the globe in emerging markets shows the unique nation to nation dynamics. The Brazilian economy struggled with the Brazilian Real falling 18% in the first quarter as the newly elected Government deals with slowing GDP growth. In a rising rate environment, South Korea is considered a more insulated market given its sizeable account surplus and FX

 

2


WHV/EAM INTERNATIONAL SMALL CAP EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

 

reserves. This was apparent in the first quarter as the South Korean markets were one of the better performing emerging markets. On the other side, the Turkish market struggled with the Turkish Lira depreciating 10% in the first quarter as President Erdogan criticized the monetary policy actions of the Turkish Central Bank.

As always, there are reasons for both optimism and pessimism for the future. Although concerns of an economic slowdown remain, the wide dispersion of individual stock performances within the universe represents an opportunity for outperformance if a strategy can capitalize on pockets of idiosyncratic risk and relative strength. Our disciplined and objective process starts from the bottom-up, we believe identifying companies undergoing significant fundamental change that will result in earnings acceleration that is not yet fully priced in by the market. As a result, we remain confident our process will continue to help us navigate the challenging global markets.

Sincerely,

WHV Investments, Inc. & EAM Global Investors, LLC

1Source: EAM Investors, Bloomberg LP. EFA ETF Volatility Index (VXEFA) measures expected volatility of the iShares MSCI EAFE Index Fund.

  *The holdings identified may not be representative of the Fund’s current or future investments and are subject to risk. Holdings are provided for informational purposes only and should not be construed as a recommendation to buy or sell the securities mentioned. Financial professionals, please contact the WHV Sales Support team at (855) 417-8474; direct investors, please call (888) 948-4685; to obtain (i) the methodology for calculating the top and bottom performance contributing holdings, and (ii) a list showing every holding’s contribution to the overall Fund’s performance during the fiscal period. The inception date of the Fund was May 27, 2014. For funds less than one year old, performance since inception is not annualized and represents an aggregate total return. Past performance does not guarantee future results.

The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. Performance would have been lower without expense limitations in effect. All returns include the reinvestment of dividend and capital gain distributions.

For performance data current to the most recent month-end, please call (888) 948-4685. The Maximum Sales Charge for Class A of the fund is 5.75%.

The Fund’s total annual Fund gross and net operating expense ratios are 2.47% (gross) and 1.65% (net) for Class A Shares and 2.22% (gross) and 1.40% (net) for Class I Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated June 2, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report.

WHV Investments, Inc. (the “Adviser”), formerly WHV Investment Management, Inc. and Wentworth, Hauser and Violich, Inc., has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the total operating expenses excluding taxes, “Acquired Fund fees and expenses,” dividend and interest expense on short sales of securities, interest, extraordinary items and brokerage commissions do not exceed 1.40% (on an annual basis) of average daily net assets of the Fund (the “Expense

 

3


WHV/EAM INTERNATIONAL SMALL CAP EQUITY FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

 

Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment by the Adviser will occur unless the Fund’s expenses are below the Expense Limitation.

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above.

The Russell Global ex-US Small Cap Growth Index is constructed to represent the small-cap segment of the global equity market, excluding companies assigned to the United States. The Russell Global ex-US Small Cap Growth Index is constructed to measure the small-cap growth segment of the global equity market based on all investable equity securities, excluding companies assigned to the United States. The Russell Global ex-US Small Cap Growth Index has been chosen as a benchmark to the WHV/EAM International Small Cap Equity Fund because the Adviser believes that it is the most appropriate broad-based securities index to be used for comparative purposes given the investment growth-oriented strategy of the portfolio.

The performance of the index reflects dividends net of foreign tax withholdings applicable to a typical foreign investor and capital gains but does not reflect the deduction of any investment management fees or other expenses or taxes. The index is unmanaged and cannot be invested in directly.

Nothing presented herein is intended to constitute investment advice and no investment decision should be made based on any information provided herein. Information provided reflects the views of the Fund’s portfolio management team as of a particular time. Such views are subject to change without notice. Any information regarding holdings, allocations and other characteristics are for illustrative purposes only and may not be representative of any current or future investments or allocations. Nothing contained herein should be construed as a recommendation to purchase or sell a particular security or follow any strategy or allocation. Any forward-looking statements or forecasts are based on assumptions and actual results may vary from any such statements or forecasts. No reliance should be placed on any such statements or forecasts when making any investment decision. While the Fund’s portfolio management team has used reasonable efforts to obtain information from reliable sources, we make no representations or warranties as to the accuracy, reliability or completeness of third-party information presented herein.

This letter is intended to assist shareholders in understanding how the Fund performed during the fiscal period May 27, 2014 through April 30, 2015 and reflects the views of the investment adviser, or sub-adviser, at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Sources include FactSet, Bloomberg, Russell Investments, and EAM Global.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

Investments in small capitalization companies present a greater risk of loss than investments in large companies due to greater volatility and less liquidity.

 

4


WHV/EAM International Small Cap Equity Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in WHV/EAM International Small Cap Equity Fund’s

Class A Shares vs. Russell Global ex-US Small Cap Growth Index

 

LOGO

Class A Shares growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.

 

   Total Returns for the Period Ended April 30, 2015†     
   
     Since
Inception*
    
  Class A Shares (without sales charge)   4.20%     
  Class A Shares (with sales charge)   -1.79%     
  Russell Global ex-U.S. Small Cap Growth Index   1.82% **   

 

Not Annualized.

*

The WHV/EAM International Small Cap Equity Fund (the “Fund”) commenced operations on May 27, 2014.

**

Benchmark performance is from inception date of the Fund (May 27, 2014) only and is not the inception date of the benchmark itself.

 

5


WHV/EAM International Small Cap Equity Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in WHV/EAM International Small Cap Equity Fund’s

Class I Shares vs. Russell Global ex-US Small Cap Growth Index

 

LOGO

 

Total Returns for the Period Ended April 30, 2015†
   
  

Since
Inception*

    

  Class I Shares

  4.40%     

  Russell Global ex-U.S. Small Cap Growth Index

  1.82% **   

 

Not Annualized.

*

The WHV/EAM International Small Cap Equity Fund (the “Fund”) commenced operations on May 27, 2014.

**

Benchmark performance is from inception date of the Fund (May 27, 2014) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

6


WHV/EAM International Small Cap Equity Fund

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The Fund’s total annual Fund gross and net operating expense ratios are 2.47% and 1.65%, respectively, for Class A Shares and 2.22% and 1.40%, respectively, for Class I Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated June 2, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report. WHV Investments, Inc. (the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, “Acquired Fund fees and expenses,” dividend and interest expense on short sales of securities, interest, extraordinary items and brokerage commissions) do not exceed 1.65% with respect to Class A shares and 1.40% with respect to Class I shares (on an annual basis) of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018 unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Advisor is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period up to three years from the year in which the Advisor reduced its compensation and/or assumed expenses for the Fund. No recoupment by the Adviser will occur unless the Fund’s expenses are below the Expense Limitation. Total returns would be lower had such fees and expenses not been waived and/or reimbursed, or been higher had such fees and expenses not been recouped.

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above.

The Fund evaluates its performance as compared to that of the Russell Global ex-US Small Cap Growth Index, which measures the growth segment for the smallest securities in the global equity universe, excluding companies assigned to the U.S. It includes smaller companies outside the U.S. that have higher growth earning potential as defined by Russell’s leading style methodology. The index is constructed to provide a comprehensive and unbiased barometer of the global growth market, excluding the U.S. It is impossible to invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices.

 

7


WHV/EAM EMERGING MARKETS SMALL CAP EQUITY FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

 

 

Dear WHV/EAM Emerging Markets Small Cap Equity Fund Shareholder,

Market Overview

For the period beginning with the inception of the WHV/EAM Emerging Markets Small Cap Equity Fund (“the Fund”) on May 27, 2014 and ending April 30, 2015 (“the fiscal period”), non-US small caps posted positive returns in both developed and emerging markets. During this time period, the markets continued to focus on the actions and signals of global central banks, the drop in oil prices, and the economic effects of various governmental reforms. Global markets climbed steadily through the end of the second quarter, but largely declined during the third quarter primarily due to increased volatility on falling oil prices and lackluster global growth. Non-US small cap markets continued to fall in the fourth quarter as the end to the year brought broad based losses, but advanced during the first quarter of 2015. The Russell Emerging Markets Small Cap Growth Index posted a return of 6.21% during the fiscal period. The top countries contributing to relative performance were South Korea, Malaysia, and Taiwan. The largest detractors to performance were India, China, and Turkey.

Market Commentary

Political unrest dominated the global landscape in the second quarter. Thailand’s coup d’état, Ukraine’s Russia-backed separatist insurgency, and the growing tensions in the Middle East exemplified the theme. Despite this uncertainty and choppy economic data, the market took a more optimistic perspective given policy response, and global market volatility trended lower.

As the third quarter progressed, volatility increased roughly 40%1. The quarter was skittish even at the start as July was marked with the bailout of Banco Espirito Santo (Portugal’s largest bank), Argentina’s technical default, and military conflicts in Israel and Ukraine. Furthermore, the scope of the Russian/Ukrainian conflict became increasingly uncertain as the Malaysian Airlines passenger plane was shot down. However, in spite of the aforementioned global uncertainty the nominal damage to the Fund was relatively limited in July as the Russell Emerging Markets Small Cap Growth Index was down a nominal -0.37% in the month.

As we transitioned to August, the global small cap markets stabilized, focusing on the possibility of further monetary accommodations from the European Central Bank (ECB). Toward the end of the month, economic data in developed markets began to diverge, thus so did plans from their respective central banks. The US Federal Reserve and Bank of England signaled that a new interest rate cycle was afoot, while the ECB and the Bank of Japan increased the intensity of their easings. The global foreign exchange markets moved rapidly to adjust. Fearing a repeat of the pain felt by the ‘Fragile Five’ (Brazil, India, Indonesia, South Africa, and Turkey) in early 2013, countries with the highest current account deficits were sold most aggressively as the Fed signaled higher rates.

In mid-October, volatility increased on fears of a global economic slowdown (particularly in Europe), an Ebola outbreak, and plunging oil prices. Accommodative policy continued to play a major role in global markets, a theme likely to persist. In addition, oil hit its lowest price in more than five and a half years, slumping 46% in 2014, with the majority of the move occurring in the fourth quarter. The move marked the steepest drop in six years and second-worst fall since crude trading began in 1983. Fears of a global slowdown and uncertainty surrounding how the falling oil prices will affect global economies took hold in the fourth quarter.

 

8


WHV/EAM EMERGING MARKETS SMALL CAP EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

 

Non-US small cap markets rallied in the first quarter as stocks advanced in both developed and emerging markets. Markets continued to closely watch the actions of central banks around the globe, the impacts of currency fluctuations, the price of crude oil, and the economic effects of various governmental reforms

Performance Review

The WHV/EAM Emerging Markets Small Cap Equity Fund is managed through a sub-advisory agreement with EAM Global Investors, LLC (“EAM Global”); an asset manager that specializes in active equity strategies in inefficient global markets. The Fund seeks to achieve long-term capital appreciation by primarily investing in a combination of equity securities of foreign (i.e., non-US) companies with a suitable potential for earnings growth that are located in countries with developed markets, but may also invest in companies domiciled in emerging markets.

During the fiscal period, the WHV/EAM Emerging Markets Small Cap Equity Fund posted a gain of 3.50% (Class I shares), 3.20% (Class A shares at net asset value) and -2.73% (Class A shares with 5.75% maximum load) versus a 6.21% return for the Russell Emerging Markets Small Cap Growth Index during the same period.

From a performance attribution by country and sector perspective, relative outperformance during the fiscal period came largely from positive stock selection in South Korea. Selection in the country was primarily beneficial in the materials and processing sector. The majority of our relative underperformance during can be credited to our underweight to the outperforming countries of China and India.

It is important to note that our portfolio’s positioning relative to country, region, and sector will fluctuate with respect to our bottom-up investment process. We believe our disciplined approach reduces the investment universe to a rich list of stocks that signal positive fundamental change, regardless of region, country or sector.

Outlook

Despite uncertainties around the actions of global central banks, currency fluctuations, the price of oil and the potential effects of various governmental reforms, the Fund will continue to rely on the investment team’s disciplined, focused, and objective discovery process in the search for securities across the globe that are believed to exhibit the signs and symptoms of positive fundamental change.

Within developed markets, attention remains fixed on central bank actions of the United States, the Eurozone, and Japan. We believe that the potential for divergent policy actions — with the US seen preparing to raise interest rates while the European Central Bank and Bank of Japan continue to loosen policy — is first and foremost on the minds of many global investors. Foreign exchange rates globally have felt the effect of deviating monetary policies and will continue to be monitored intently as a key barometer of the health of foreign markets. We also expect that several other themes from last year will remain in play: China’s ability to navigate its GDP deceleration, the Eurozone’s recovery, and the price of crude oil.

In emerging markets, the outlook differs greatly country to country. A quick look at a few examples around the globe in emerging markets shows the unique nation to nation dynamics. The Brazilian economy struggled with the Brazilian Real falling 18% in the first quarter as the newly elected Government deals with slowing GDP growth. In a rising rate environment, South Korea is considered a more insulated market given its sizeable account surplus and FX

 

9


WHV/EAM EMERGING MARKETS SMALL CAP EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

 

 

reserves. This was apparent in the first quarter as the South Korean markets were one of the better performing emerging markets. On the other side, the Turkish market struggled with the Turkish Lira depreciating 10% in the first quarter as President Erdogan criticized the monetary policy actions of the Turkish Central Bank.

As always, there are reasons for both optimism and pessimism for the future. Although concerns of an economic slowdown remain, the wide dispersion of individual stock performances within the universe represents an opportunity for outperformance if a strategy can capitalize on pockets of idiosyncratic risk and relative strength. Our disciplined and objective process starts from the bottom-up, we believe identifying companies undergoing significant fundamental change that will result in earnings acceleration that is not yet fully priced in by the market. As a result, we remain confident our process will continue to help us navigate the challenging global markets.

Sincerely,

WHV Investments, Inc. & EAM Global Investors, LLC

1EAM Investors, Bloomberg LP. EFA ETF Volatility Index (VXEFA) measures expected volatility of the iShares MSCI EAFE Index Fund.

*The holdings identified may not be representative of the Fund’s current or future investments and are subject to risk. Holdings are provided for informational purposes only and should not be construed as a recommendation to buy or sell the securities mentioned. Financial professionals, please contact the WHV Sales Support team at (855) 417-8474; direct investors, please call (888) 948-4685; to obtain (i) the methodology for calculating the top and bottom performance contributing holdings, and (ii) a list showing every holding’s contribution to the overall Fund’s performance during the fiscal period. The inception date of the Fund was May 27, 2014. For funds less than one year old, performance since inception is not annualized and represents an aggregate total return. Past performance does not guarantee future results.

Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The quoted returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual Fund gross and net operating expense ratios are 2.50% (gross) and 2.00% (net) for Class A Shares and 2.25% (gross) and 1.75% (net) for Class I Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated June 2, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report.

WHV Investments, Inc. (the “Adviser”), formerly WHV Investment Management, Inc. and Wentworth, Hauser and Violich, Inc., has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the total operating expenses (excluding taxes, “Acquired Fund fees and expenses,” dividend and interest expense on short sales of securities, interest, extraordinary items and brokerage commissions) do not exceed 2.00% with respect to Class A Shares and 1.75% with respect to Class I Shares (on an annual basis) of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. The Adviser

 

10


WHV/EAM EMERGING MARKETS SMALL CAP EQUITY FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

 

is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above.

The Russell Emerging Markets Small Cap Growth Index is constructed to measure the small-cap growth segment of emerging markets based on all investable equity securities. The Russell Emerging Markets Small Cap Growth Index has been chosen as a benchmark to the WHV/EAM Emerging Markets Small Cap Equity Fund because the Adviser believes that it is the most appropriate broad-based securities index to be used for comparative purposes given the investment growth-oriented strategy of the portfolio.

The performance of the index reflects dividends net of foreign tax withholdings applicable to a typical foreign investor and capital gains but does not reflect the deduction of any investment management fees or other expenses or taxes. The index is unmanaged and cannot be invested in directly.

Nothing presented herein is intended to constitute investment advice and no investment decision should be made based on any information provided herein. Information provided reflects the views of the Fund’s portfolio management team as of a particular time. Such views are subject to change without notice. Any information regarding holdings, allocations and other characteristics are for illustrative purposes only and may not be representative of any current or future investments or allocations. Nothing contained herein should be construed as a recommendation to purchase or sell a particular security or follow any strategy or allocation. Any forward-looking statements or forecasts are based on assumptions and actual results may vary from any such statements or forecasts. No reliance should be placed on any such statements or forecasts when making any investment decision. While the Fund’s portfolio management team has used reasonable efforts to obtain information from reliable sources, we make no representations or warranties as to the accuracy, reliability or completeness of third-party information presented herein.

This letter is intended to assist shareholders in understanding how the Fund performed during the fiscal period May 27, 2014 through April 30, 2015 and reflects the views of the investment adviser, or sub-adviser, at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Sources include FactSet, Bloomberg, Russell Investments, and EAM Global.

Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.

Investments in small capitalization companies present a greater risk of loss than investments in large companies due to greater volatility and less liquidity.

 

11


WHV/EAM Emerging Markets Small Cap Equity Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in WHV/EAM Emerging Markets Small Cap Equity Fund’s Class A Shares vs. Russell Emerging Markets Small Cap Growth Index

 

LOGO

Class A Shares growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.

 

   Total Returns for the Period Ended April 30, 2015†     
   
     Since
Inception*
    
  Class A Shares (without sales charge)   3.20%     
  Class A Shares (with sales charge)   -2.73%     
  Russell Emerging Markets Small Cap Growth Index   6.21% **   

 

Not Annualized.

*

The WHV/EAM Emerging Markets Small Cap Equity Fund (the “Fund”) commenced operations on May 27, 2014.

**

Benchmark performance is from inception date of the Fund (May 27, 2014) only and is not the inception date of the benchmark itself.

 

12


WHV/EAM Emerging Markets Small Cap Equity Fund

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 Investment in WHV/EAM Emerging Markets Small Cap Equity Fund’s

Class I Shares vs. Russell Emerging Markets Small Cap Growth Index

 

LOGO

 

   Total Returns for the Period Ended April 30, 2015†     
   
     Since
Inception*
    
  Class I Shares   3.50%     
  Russell Emerging Markets Small Cap Growth Index   6.21% **   

 

Not Annualized.

*

The WHV/EAM Emerging Markets Small Cap Equity Fund (the “Fund”) commenced operations on May 27, 2014.

**

Benchmark performance is from inception date of the Fund (May 27, 2014) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The graph and table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

13


WHV/EAM Emerging Markets Small Cap Equity Fund

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

The Fund’s total annual Fund gross and net operating expense ratios are 2.50% and 2.00%, respectively, for Class A Shares and 2.25% and 1.75%, respectively, for Class I Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated June 2, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report. WHV Investments, Inc. (the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, “Acquired Fund fees and expenses,” dividend and interest expense on short sales of securities, interest, extraordinary items and brokerage commissions) do not exceed 2.00% with respect to Class A shares and 1.75% with respect to Class I shares (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018 unless the Board of Trustees of FundVantage Trust (the“Trust”) approves its earlier termination. No recoupment by the Adviser will occur unless the Fund’s expenses are below the Expense Limitation. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above.

The Fund evaluates its performance as compared to that of the Russell Emerging Markets Small Cap Growth Index, which measures the growth segment of the smallest securities located in the global emerging market. It includes smaller companies with higher growth earning potential as defined by Russell’s leading style methodology. The index is constructed to provide a comprehensive and unbiased barometer of the global emerging markets growth market. It is impossible to invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices. Emerging markets involve additional risks, including lack of market liquidity, currency devaluation, hyperinflation, political or social instability, and other factors.

 

14


WHV/EAM FUNDS

Fund Expense Disclosure

April 30, 2015

(Unaudited)

 

As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014 through April 30, 2015 for the Funds, and held for the entire period.

Actual Expenses

The first line of each accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ 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 these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of each accompanying 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.

 

15


WHV/EAM FUNDS

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

     WHV/EAM International Small Cap Equity Fund
     Beginning Account Value
November 1, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class A Shares

              

Actual

       $1,000.00          $1,065.40          $8.45  

Hypothetical (5% return before expenses)

       1,000.00          1,016.61          8.25  

Class I Shares

              

Actual

       $1,000.00          $1,066.40          $7.17  

Hypothetical (5% return before expenses)

       1,000.00          1,017.85          7.00  
     WHV/EAM Emerging Markets Small Cap Equity Fund
     Beginning Account Value
November 01, 2014
   Ending Account Value
April 30, 2015
   Expenses Paid
During Period*

Class A Shares

              

Actual

       $1,000.00          $1,039.30          $10.11  

Hypothetical (5% return before expenses)

       1,000.00          1,014.88          9.99  

Class I Shares

              

Actual

       $1,000.00          $1,041.30          $8.86  

Hypothetical (5% return before expenses)

       1,000.00          1,016.12          8.75  

 

*Expenses are equal to an annualized expense ratio for the period November 1, 2014 to April 30, 2015 of 1.65% and 1.40% for Class A and Class I Shares, respectively, of the WHV/EAM International Small Cap Equity Fund; and 2.00% and 1.75% for Class A and Class I Shares, respectively, of the WHV/EAM Emerging Markets Small Cap Equity Fund; multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181 days), then divided by 365 to reflect the period. Each Fund’s ending account values on the first line in the table are based on the actual six month total returns of 6.54% and 6.64% for both Class A and Class I Shares, respectively of the WHV/EAM International Small Cap Equity Fund; and 3.93% and 4.13% for Class A and Class I Shares, respectively of the WHV/EAM Emerging Markets Small Cap Equity Fund.

 

16


WHV/EAM INTERNATIONAL SMALL CAP EQUITY FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

 

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
     Value  

COMMON STOCKS:

     

Hotels, Restaurants & Leisure

     8.1%       $ 206,097    

Semiconductors & Semiconductor Equipment

     6.7            171,952    

Machinery

     5.2            132,952    

Chemicals

     5.0            126,838    

Media

     4.8            121,599    

Household Products

     4.6            117,159    

Biotechnology

     4.5            114,661    

Software

     3.8            97,717    

Food & Staples Retailing

     3.6            90,744    

Pharmaceuticals

     3.2            81,121    

Specialty Retail

     2.7            69,558    

Electronic Equipment, Instruments & Components

     2.6            66,941    

Auto Components

     2.1            52,421    

Construction & Engineering

     2.0            52,177    

Food Products

     2.0            51,251    

Multiline Retail

     1.9            49,540    

Commercial Services & Supplies

     1.9            49,054    

Real Estate Management & Development

     1.8            45,819    

Transportation Infrastructure

     1.5            37,552    

Personal Products

     1.5            37,521    

Containers & Packaging

     1.4            35,587    

Airlines

     1.4            35,239    

Electrical Equipment

     1.4            35,060    

Capital Markets

     1.3            34,462    

Health Care Providers & Services

     1.3            33,246    
     % of Net
Assets
     Value  
     

Metals & Mining

     1.2%       $ 31,062    

Oil, Gas & Consumable Fuels

     1.1            28,659    

Aerospace & Defense

     1.0            24,768    

Beverages

     0.8            21,216    

Consumer Finance

     0.8            20,917    

Diversified Financial Services

     0.8            20,361    

Water Utilities

     0.8            20,282    

Insurance

     0.7            18,802    

Textiles, Apparel & Luxury Goods

     0.7            18,660    

Diversified Telecommunication Services

     0.7            18,476    

Computers & Peripherals

     0.7            18,186    

Professional Services

     0.7            16,669    

Health Care Equipment & Supplies

     0.6            16,485    

Internet & Catalog Retail

     0.6            16,160    

Building Products

     0.6            15,793    

IT Services

     0.6            15,516    

Leisure Equipment & Products

     0.6            14,468    

Communications Equipment

     0.6            14,087    

Diversified Consumer Services

     0.5            13,944    

Exchange Traded Funds

     2.0            49,953    

Registered Investment Company

     7.9            201,098    

Liabilities in Excess of Other Assets

     (0.3)           (7,085)   
  

 

 

    

 

 

 

NET ASSETS

     100.0%       $ 2,554,745    
  

 

 

    

 

 

 

 

Portfolio holdings are subject to change at any time.

 

 

The accompanying notes are an integral part of the financial statements.

 

17


WHV/EAM FUNDS

WHV/EAM International Small Cap Equity Fund

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — 90.4%

     

Australia — 4.5%

     

Ansell, Ltd.

     801       $ 16,485   

Domino’s Pizza Enterprises, Ltd.

     672         19,341   

Echo Entertainment Group, Ltd.

     4,320         15,425   

M2 Group, Ltd.

     2,135         18,476   

Orora, Ltd.

     10,107         17,585   

Recall Holdings, Ltd.

     2,454         14,094   

Slater & Gordon, Ltd.

     2,785         13,944   
     

 

 

 
          115,350   
     

 

 

 

Austria — 0.9%

ams AG

  411      22,345   
     

 

 

 

Belgium — 1.2%

Nyrstar NV*

  3,759      14,783   

Tessenderlo Chemie NV*

  496      16,325   
     

 

 

 
  31,108   
     

 

 

 

Brazil — 1.8%

Raia Drogasil SA

  1,542      17,416   

Smiles SA

  766      13,144   

Valid Solucoes e Servicos de Seguranca em Meios de Pagamento e Identificacao SA

  1,062      16,514   
     

 

 

 
  47,074   
     

 

 

 

Canada — 1.3%

IMAX Corp.*

  424      15,841   

Maple Leaf Foods, Inc.

  853      16,367   
     

 

 

 
  32,208   
     

 

 

 

China — 3.6%

China Harmony Auto Holding Ltd.

  14,746      18,633   

CNinsure, Inc., ADR*

  1,607      18,802   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

China — (Continued)

     

CT Environmental Group, Ltd.

     14,477       $ 20,282   

Fufeng Group, Ltd.

     22,524         17,600   

Jintian Pharmaceutical Group, Ltd.

     28,959         15,411   
     

 

 

 
  90,728   
     

 

 

 

Denmark — 1.4%

Bavarian Nordic A/S*

  379      17,760   

Genmab A/S*

  231      17,787   
     

 

 

 
  35,547   
     

 

 

 

France — 1.4%

Belvedere SA*

  1,076      21,216   

UBISOFT Entertainment*

  776      14,309   
     

 

 

 
  35,525   
     

 

 

 

Germany — 3.5%

Dialog Semiconductor PLC*

  454      20,470   

KUKA AG

  254      18,045   

Nordex SE*

  740      15,839   

Stroeer Media SE

  553      20,446   

TAG Immobilien AG

  1,118      14,314   
     

 

 

 
            89,114   
     

 

 

 

Greece — 0.7%

Aegean Marine Petroleum Network, Inc.

  1,215      18,468   
     

 

 

 

Hong Kong — 1.3%

China Fiber Optic Network System Group, Ltd.

  38,818      14,087   

Man Wah Holdings, Ltd.

  14,743      19,129   
     

 

 

 
  33,216   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

18


WHV/EAM FUNDS

WHV/EAM International Small Cap Equity Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

India — 0.6%

     

WNS Holdings, Ltd., ADR*

     643       $ 15,516   
     

 

 

 

Indonesia — 2.5%

Matahari Putra Prima Tbk PT

  45,313      13,817   

Pembangunan Perumahan Persero Tbk PT

  56,809      17,118   

Summarecon Agung Tbk PT

  102,575      14,014   

Waskita Karya Persero Tbk PT

  135,072      17,923   
     

 

 

 
            62,872   
     

 

 

 

Ireland — 1.3%

Kingspan Group PLC

  796      15,793   

UDG Healthcare PLC

  2,182      17,835   
     

 

 

 
  33,628   
     

 

 

 

Israel — 2.3%

Frutarom Industries, Ltd.

  583      24,792   

NICE-Systems, Ltd., SP ADR

  297      17,775   

Tower Semiconductor, Ltd.*

  1,170      17,070   
     

 

 

 
  59,637   
     

 

 

 

Italy — 2.7%

Brembo SpA

  466      18,641   

Interpump Group SpA

  1,022      17,187   

Recordati SpA

  890      17,734   

Yoox SpA*

  513      16,160   
     

 

 

 
  69,722   
     

 

 

 

Japan — 16.1%

ABC-Mart, Inc.

  277      15,761   

Alpine Electronics, Inc.

  906      18,411   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Japan — (Continued)

     

Ariake Japan Co., Ltd.

     496       $ 16,501   

COOKPAD, Inc.

     358         15,240   

Foster Electric Co., Ltd.

     799         20,676   

Harmonic Drive Systems, Inc.

     864         18,247   

HIS Co., Ltd.

     420         14,000   

Hoshizaki Electric Co., Ltd.

     286         16,826   

Kanto Denka Kogyo Co., Ltd.

     2,190         13,651   

Kinden Corp.

     1,220         17,136   

Kose Corp.

     329         21,455   

Kura Corp.

     526         20,286   

Kusuri No Aoki Co., Ltd.

     238         17,526   

Mabuchi Motor Co., Ltd.

     321         19,221   

Nihon M&A Center, Inc.

     479         16,669   

Nissan Chemical Industries, Ltd.

     733         14,526   

Pigeon Corp.

     681         18,035   

Ryohin Keikaku Co., Ltd.

     114         18,181   

Saizeriya Co., Ltd.

     944         19,230   

Shinmaywa Industries, Ltd.

     1,357         14,107   

Skylark Co., Ltd.

     1,220         17,644   

Sundrug Co., Ltd.

     307         15,406   

Takara Leben Co., Ltd.

     2,869         17,491   

Takeuchi Manufacturing Co., Ltd.

     337         16,321   
     

 

 

 
          412,547   
     

 

 

 

Luxembourg — 1.2%

APERAM SA*

  427      16,279   

SAF-Holland SA

  928      14,050   
     

 

 

 
  30,329   
     

 

 

 

Malaysia — 1.4%

Inari Amertron Bhd

  17,573      15,613   
 

 

The accompanying notes are an integral part of the financial statements.

 

19


WHV/EAM FUNDS

WHV/EAM International Small Cap Equity Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Malaysia — (Continued)

  

Westports Holdings Bhd

     15,104       $ 19,084   
     

 

 

 
  34,697   
     

 

 

 

Malta — 0.6%

  

Unibet Group PLC

  280      16,414   
     

 

 

 

Mexico — 0.7%

  

Gruma SAB de CV, Class B

  1,526      18,383   
     

 

 

 

Netherlands — 1.5%

  

BE Semiconductor Industries NV

  622      17,741   

Euronext NV(a)

  485      20,361   
     

 

 

 
            38,102   
     

 

 

 

New Zealand — 0.7%

  

Air New Zealand, Ltd.

  8,126      16,699   
     

 

 

 

Norway — 0.7%

  

Nordic Semiconductor ASA*

  2,383      18,156   
     

 

 

 

Philippines — 0.6%

  

Semirara Mining And Power Corp.

  4,121      15,307   
     

 

 

 

South Africa — 0.6%

  

Foschini Group, Ltd. (The)

  1,084      16,050   
     

 

 

 

South Korea — 13.6%

  

Amicogen, Inc.

  318      20,214   

Binex Co., Ltd.*

  1,284      18,906   

Bukwang Pharmaceutical Co., Ltd.

  672      15,437   

CJ CGV Co., Ltd.

  278      20,569   

Cosmax, Inc.

  119      16,066   

Dong-A Socio Holdings Co., Ltd.

  100      14,309   

Dongsuh Co., Inc.

  603      18,697   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

South Korea — (Continued)

  

Green Cross Corp.

     99       $ 16,311   

Hana Tour Service, Inc.

     155         18,388   

Hanssem Co., Ltd.

     130         23,989   

Hyosung Corp.

     167         18,472   

KEYEAST Co., Ltd.*

     3,595         19,897   

KH Vatec Co., Ltd.

             10   

KIWOOM Securities Co., Ltd.

     225         15,951   

Korea Petro Chemical Ind.

     133         21,472   

LG Life Sciences, Ltd.*

     281         14,735   

Mediaplex, Inc.*

     2,851         16,462   

Modetour Network, Inc.

     499         16,974   

Shinsegae Food Co., Ltd

     117         15,273   

ViroMed Co., Ltd.*

     240         25,897   
     

 

 

 
          348,029   
     

 

 

 

Spain — 1.3%

  

Melia Hotels International SA

  1,321      16,531   

Zeltia SA*

  3,609      16,692   
     

 

 

 
  33,223   
     

 

 

 

Sweden — 2.2%

  

BillerudKorsnas AB

  1,040      18,002   

Haldex AB

  1,153      17,230   

Net Entertainment NE AB, Class B

  529      20,001   
     

 

 

 
  55,233   
     

 

 

 

Switzerland — 1.6%

  

Leonteq AG

  108      18,511   

U-Blox AG

  117      22,214   
     

 

 

 
  40,725   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

20


WHV/EAM FUNDS

WHV/EAM International Small Cap Equity Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Taiwan — 8.7%

  

Aerospace Industrial Development Corp.*

     6,000       $ 8,692   

China Airlines, Ltd.*

     34,834         18,540   

Ennoconn Corp.

     1,919         18,186   

Feng TAY Enterprise Co., Ltd.

     3,024         18,660   

Hermes Microvision, Inc.

     270         18,986   

Hota Industrial Manufacturing Co., Ltd.

     7,836         19,730   

King Slide Works Co., Ltd.

     953         14,989   

LuxNet Corp.

     7,218         17,091   

Merida Industry Co., Ltd.

     1,931         14,468   

PChome Online, Inc.

     1,391         23,529   

Sitronix Technology Corp.

     5,366         19,357   

XAC Automation Corp.

     6,316         14,835   

Yageo Corp.

     7,746         15,927   
     

 

 

 
          222,990   
     

 

 

 

Thailand — 2.1%

  

Delta Electronics Thailand PCL

  7,555      19,078   

Energy Absolute PCL

  16,798      13,352   

Srisawad Power 1979 PCL

  16,574      20,917   
     

 

 

 
  53,347   
     

 

 

 

Turkey — 0.6%

  

Aselsan Elektronik Sanayi Ve Ticaret AS

  3,083      16,076   
     

 

 

 

United Kingdom — 5.2%

  

AA PLC*

  2,886      18,446   

Debenhams PLC

  12,770      17,542   

Domino’s Pizza Group PLC

  1,369      16,591   

Greggs PLC

  1,194      21,699   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

United Kingdom — (Continued)

  

Howden Joinery Group PLC

     2,685       $ 19,114   

Just Eat PLC*

     3,152         22,103   

Redrow PLC

     2,987         16,919   
     

 

 

 
  132,414   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $2,050,370)

   

  2,310,779   
     

 

 

 

EXCHANGE TRADED FUNDS — 2.0%

  

India — 2.0%

  

Market Vectors India Small-Cap Index ETF

  1,134      49,953   
     

 

 

 

TOTAL EXCHANGE TRADED FUNDS
(Cost $54,563)

  49,953   
     

 

 

 

WARRANTS — 0.0%

  

Thailand — 0.0%

  

Srisawad Power 1979 PCL Expires 9/30/2020

  650        
     

 

 

 

TOTAL WARRANTS
(Cost $ — )

    
     

 

 

 

REGISTERED INVESTMENT COMPANY — 7.9%

  

BlackRock Liquidity Funds TempCash Portfolio, Institutional Shares

  201,098              201,098   
     

 

 

 

TOTAL REGISTERED INVESTMENT COMPANY
(Cost $201,098)

    

  201,098   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

21


WHV/EAM FUNDS

WHV/EAM International Small Cap Equity Fund

Portfolio of Investments (Concluded)

April 30, 2015

 

     Value  

TOTAL INVESTMENTS - 100.3%
(Cost $2,306,031)

   $ 2,561,830   

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.3)%

     (7,085
  

 

 

 

NET ASSETS - 100.0%

$     2,554,745   
  

 

 

 

 

(a)  Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At April 30, 2015, these securities amounted to $20,361 or 0.8% of net assets. These securities have been determined by the Adviser to be liquid securities.
*

Non-income producing.

 

Legend:

ADR

American Depositary Receipt

PCL

Public Company Limited

PLC

Public Limited Company

SP ADR

Sponsored Depositary Receipt
 

 

The accompanying notes are an integral part of the financial statements.

 

22


WHV/EAM Emerging Markets Small Cap Equity Fund

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

 

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
     Value  

COMMON STOCKS:

     

Semiconductors & Semiconductor Equipment

     7.9%       $ 108,426    

Chemicals

     7.6            104,220    

Electronic Equipment, Instruments & Components

     7.0            95,877    

Food & Staples Retailing

     4.9            66,021    

Textiles, Apparel & Luxury Goods

     4.4            59,839    

Pharmaceuticals

     3.7            50,887    

Biotechnology

     3.4            46,259    

Real Estate Management & Development

     3.3            44,947    

Hotels, Restaurants & Leisure

     3.0            40,836    

Transportation Infrastructure

     3.0            40,802    

Construction & Engineering

     2.9            40,061    

Aerospace & Defense

     2.8            37,714    

Household Durables

     2.6            36,198    

Insurance

     2.4            32,399    

Health Care Providers & Services

     2.3            31,977    

Media

     2.3            31,405    

Specialty Retail

     2.2            30,205    

Computers & Peripherals

     2.1            28,590    

Oil, Gas & Consumable Fuels

     2.1            28,209    

Machinery

     1.9            25,725    

Food Products

     1.7            23,672    
     % of Net
Assets
     Value  

Auto Components

     1.7%       $ 23,214    

IT Services

     1.6            21,502    

Capital Markets

     1.5            20,604    

Airlines

     1.5            20,233    

Multiline Retail

     1.4            18,711    

Leisure Equipment & Products

     1.3            17,554    

Internet Software & Services

     1.0            14,209    

Consumer Finance

     0.9            12,172    

Commercial Banks

     0.8            11,583    

Marine

     0.8            11,158    

Commercial Services & Supplies

     0.8            10,309    

Diversified Telecommunication Services

     0.7            9,624    

Personal Products

     0.7            9,585    

Software

     0.7            9,584    

Paper & Forest Products

     0.6            8,877    

Road & Rail

     0.5            7,346    

PREFERRED STOCK:

     

Paper & Forest Products

     0.8            10,513    

Exchange Traded Funds

     3.6            49,468    

Registered Investment Company

     7.9            108,544    

Liabilities in Excess of Other Assets

     (2.3)           (30,957)   
  

 

 

    

 

 

 

NET ASSETS

     100.0%       $ 1,368,102    
  

 

 

    

 

 

 

 

Portfolio holdings are subject to change at any time.

 

 

The accompanying notes are an integral part of the financial statements.

 

23


WHV/EAM FUNDS

WHV/EAM Emerging Markets Small Cap Equity Fund

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — 90.0%

  

Bermuda — 0.8%

  

Skyworth Digital Holdings, Ltd.

     12,254       $ 10,916   
     

 

 

 

Brazil — 2.1%

  

Raia Drogasil SA

  939      10,606   

Smiles SA

  473      8,116   

Valid Solucoes e Servicos de Seguranca em Meios de Pagamento e Identificacao SA

  663      10,309   
     

 

 

 
  29,031   
     

 

 

 

China — 7.8%

  

AviChina Industry & Technology Co., Ltd., Class H

  9,642      10,924   

China Dongxiang Group Co., Ltd.

  40,275      9,845   

China Harmony Auto Holding, Ltd.

  8,783      11,098   

China Machinery Engineering Corp., Class H

  8,505      11,291   

Chinasoft International, Ltd.*

  21,577      12,333   

CIFI Holdings Group Co., Ltd.

  33,031      10,231   

CNinsure, Inc., ADR*

  958      11,209   

Fufeng Group, Ltd.

  13,943      10,895   

Jintian Pharmaceutical Group, Ltd.

  17,611      9,372   

Kingdee International Software Group Co., Ltd.

  16,154      9,584   
     

 

 

 
          106,782   
     

 

 

 
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Greece — 0.7%

  

Aegean Marine Petroleum Network, Inc.

     661       $ 10,047   
     

 

 

 

Hong Kong — 2.4%

  

China Fiber Optic Network System Group, Ltd.

  25,163      9,132   

China Traditional Chinese Medicine Co., Ltd.*

  14,778      11,507   

Man Wah Holdings, Ltd.

  9,246      11,996   
     

 

 

 
  32,635   
     

 

 

 

India — 0.7%

  

WNS Holdings, Ltd., ADR*

  380      9,169   
     

 

 

 

Indonesia — 3.8%

  

Matahari Department Store Tbk PT

  6,700      9,011   

Matahari Putra Prima Tbk PT

  31,812      9,700   

Pakuwon Jati Tbk PT

  220,186      7,414   

Pembangunan Perumahan Persero Tbk PT

  30,109      9,073   

Summarecon Agung Tbk PT

  65,822      8,993   

Waskita Karya Persero Tbk PT

  64,203      8,519   
     

 

 

 
  52,710   
     

 

 

 

Malaysia — 1.6%

  

Inari Amertron Bhd

  11,034      9,804   

Westports Holdings Bhd

  9,300      11,751   
     

 

 

 
            21,555   
     

 

 

 

Mexico — 2.2%

  

Gruma SAB de CV, Class B

  883      10,637   
 

 

The accompanying notes are an integral part of the financial statements.

 

24


WHV/EAM FUNDS

WHV/EAM Emerging Markets Small Cap Equity Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Mexico — (Continued)

  

Grupo Aeroportuario del Pacifico SAB de CV, Class B

     1,374       $ 9,765   

Grupo Aeroportuario Del Sureste SAB de CV, Class B

     653         9,239   
     

 

 

 
            29,641   
     

 

 

 

Philippines — 4.3%

  

D&L Industries, Inc.

  26,123      11,704   

Jollibee Foods Corp.

  1,878      8,380   

Megaworld Corp.

  75,842      8,991   

Robinsons Land Corp.

  13,877      9,318   

Robinsons Retail Holdings, Inc.

  5,269      10,294   

Semirara Mining And Power Corp.

  2,577      9,572   
     

 

 

 
  58,259   
     

 

 

 

South Africa — 7.5%

  

Capitec Bank Holdings, Ltd.

  246      11,583   

Clicks Group, Ltd.

  1,326      10,162   

Foschini Group, Ltd. (The)

  643      9,521   

MMI Holdings, Ltd.

  3,287      9,353   

Mr. Price Group, Ltd.

  449      9,586   

Netcare, Ltd.

  3,254      11,383   

Rand Merchant Insurance Holdings, Ltd.

  3,010      11,837   

Sappi, Ltd.*

  2,164      8,877   

SPAR Group, Ltd. (The)

  665      10,651   

Telkom SA SOC, Ltd.*

  1,400      9,624   
     

 

 

 
  102,577   
     

 

 

 

South Korea — 26.7%

  

AK Holdings, Inc.

  114      9,051   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

South Korea — (Continued)

  

Amicogen, Inc.

     196       $ 12,459   

Asiana Airlines, Inc.*

     1,288         9,228   

BGF Retail Co., Ltd.

     115         12,587   

Binex Co., Ltd.*

     721                   10,616   

Bukwang Pharmaceutical Co., Ltd.

     438         10,062   

Changhae Ethanol Co., Ltd.

     388         10,689   

CJ CGV Co., Ltd.

     151         11,173   

Cosmax, Inc.

     71         9,585   

Dong-A Socio Holdings Co., Ltd.

     64         9,158   

Dongsuh Co., Inc.

     378         11,721   

Green Cross Corp.

     58         9,556   

Hana Tour Service, Inc.

     106         12,575   

Hansae Co., Ltd.

     279         10,694   

Hanssem Co., Ltd.

     72         13,286   

Heung-A Shipping Co., Ltd.

     3,518         11,158   

Hyosung Corp.

     101         11,171   

Hyundai Development Co.

     210         11,178   

Hyundai Elevator Co., Ltd.*

     129         9,178   

KEYEAST Co., Ltd.*

     2,189         12,116   

KIWOOM Securities Co., Ltd.

     138         9,783   

KONA I Co., Ltd.

     1         20   

Korea Aerospace Industries, Ltd.

     188         11,484   

Korea Investment Holdings Co., Ltd.

     169         10,821   

Korea Petro Chemical Ind.

     94         15,176   

LG Life Sciences, Ltd.*

     182         9,544   

Macrogen, Inc.*

     250         8,706   
 

 

The accompanying notes are an integral part of the financial statements.

 

25


WHV/EAM FUNDS

WHV/EAM Emerging Markets Small Cap Equity Fund

Portfolio of Investments (Continued)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

South Korea — (Continued)

  

Modetour Network, Inc.

     312       $ 10,613   

OCI Materials Co., Ltd.

     126         11,900   

Samlip General Foods Co., Ltd.

     54         13,035   

Shinsegae Food Co., Ltd.

     71         9,268   

Silicon Works Co. Ltd.

     323         12,235   

TechWing, Inc.

     919         9,312   

ViroMed Co., Ltd.*

     144         15,538   
     

 

 

 
          364,676   
     

 

 

 

Taiwan — 23.8%

  

Advanced Wireless Semiconductor Co.*

  5,339      11,158   

Advantech Co., Ltd.

  1      5   

Aerospace Industrial Development Corp.*

  4,000      5,795   

Ardentec Corp.

  9,955      9,319   

Chilisin Electronics Corp.

  5,556      11,099   

China Airlines, Ltd.*

  20,678      11,005   

Coxon Precise Industrial Co., Ltd.

  4,284      10,553   

Elite Material Co., Ltd.

  6,639      11,068   

Ennoconn Corp.

  1,159      10,984   

Feng TAY Enterprise Co., Ltd.

  2,117      13,063   

Flytech Technology Co., Ltd.

  1      3   

Hermes Microvision, Inc.

  181      12,728   

Hota Industrial Manufacturing Co., Ltd.

  4,886      12,302   

Hu Lane Associate, Inc.

  2,153      10,912   

Johnson Health Tech Co., Ltd.

  3,534      9,147   

King Slide Works Co., Ltd.

  598      9,405   

LuxNet Corp.

  4,276      10,125   
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Taiwan — (Continued)

  

Makalot Industrial Co., Ltd.

     1,551       $ 12,129   

Merida Industry Co., Ltd.

     1,122         8,407   

PChome Online, Inc.

     840         14,209   

Pixart Imaging, Inc.

     3,075         9,372   

Portwell, Inc.

     4,749         8,446   

San Fang Chemical Industry Co., Ltd.

     6,296         11,435   

Sitronix Technology Corp.

     3,430         12,373   

Swancor Ind Co., Ltd.

     1,542         12,496   

Taiwan Paiho, Ltd.

     5,196         14,108   

TrueLight Corp.

     6,509         11,635   

Voltronic Power Technology Corp.

     990         12,282   

Win Semiconductors Corp.

     8,092         10,490   

XAC Automation Corp.

     4,239         9,957   

Yageo Corp.

     4,846         9,964   

Zhen Ding Technology Holding, Ltd.

     2,851         9,925   
     

 

 

 
          325,899   
     

 

 

 

Thailand — 3.6%

  

Bangkok Metro PCL*

  127,828      7,346   

Bumrungrad Hospital PCL

  2,310      11,222   

Delta Electronics Thailand PCL

  4,318      10,904   

Energy Absolute PCL

  10,000      7,948   

Srisawad Power 1979 PCL

  9,645      12,172   
     

 

 

 
  49,592   
     

 

 

 

Turkey — 2.0%

  

Aselsan Elektronik Sanayi Ve Ticaret AS

  1,824      9,511   

Gubre Fabrikalari TAS

  3,892      10,392   
 

 

The accompanying notes are an integral part of the financial statements.

 

26


WHV/EAM FUNDS

WHV/EAM Emerging Markets Small Cap Equity Fund

Portfolio of Investments (Concluded)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Turkey — (Continued)

  

Turk Traktor ve Ziraat Makineleri AS

     239       $ 7,142   
     

 

 

 
  27,045   
     

 

 

 

TOTAL COMMON STOCKS

(Cost $1,054,707)

  

  

      1,230,534   
     

 

 

 

PREFERRED STOCK — 0.8%

  

Brazil — 0.8%

  

Suzano Papel e Celulose SA

  2,099      10,513   
     

 

 

 

TOTAL PREFERRED STOCK
(Cost $8,929)

   

  10,513   
     

 

 

 

EXCHANGE TRADED FUNDS — 3.6%

  

India — 3.6%

  

Market Vectors India Small-Cap Index ETF

  1,123      49,468   
     

 

 

 

TOTAL EXCHANGE TRADED FUNDS
(Cost $52,553)

   

  49,468   
     

 

 

 
     Number
of Shares
     Value  

WARRANTS — 0.0%

  

Thailand — 0.0%

  

Samart Corp. Expires 03/30/2018

     1       $   

Srisawad Power 1979 PCL Expires 9/30/2020

     378           
     

 

 

 

TOTAL WARRANTS
(Cost $ — )

    
     

 

 

 

REGISTERED INVESTMENT COMPANY — 7.9%

  

BlackRock Liquidity Funds TempCash Portfolio, Institutional Shares

  108,544      108,544   
     

 

 

 

TOTAL REGISTERED INVESTMENT COMPANY (Cost $108,544)

   

  108,544   
     

 

 

 

TOTAL INVESTMENTS - 102.3%
(Cost $1,224,733)

   

  1,399,059   

LIABILITIES IN EXCESS OF OTHER ASSETS - (2.3)%

  (30,957
     

 

 

 

NET ASSETS - 100.0%

$     1,368,102   
     

 

 

 

 

*

Non-income producing.

 

Legend:

ADR

American Depositary Receipt

PCL

Public Company Limited
 

 

The accompanying notes are an integral part of the financial statements.

 

27


WHV/EAM FUNDS

Statements of Assets and Liabilities

April 30, 2015

 

  WHV/EAM
International
Small Cap
Equity Fund
WHV/EAM
Emerging Markets
Small Cap
Equity Fund

Assets

   

Investments, at value (Cost $2,306,031 and $1,224,733, respectively)

  $ 2,561,830     $ 1,399,059  

Foreign currency (Cost $327 and $295, respectively)

    324       291  

Receivable for investments sold

    27,024       27,007  

Receivable for capital shares sold

    26,415       987  

Dividends and interest receivable

    2,559       772  

Receivable from Investment Adviser

    151,595       132,551  

Prepaid expenses and other assets

    23,464       23,464  
    

 

 

     

 

 

 

Total assets

    2,793,211       1,584,131  
    

 

 

     

 

 

 

Liabilities

   

Payable for custodian fees

    159,491       146,142  

Payable for audit fees

    24,050       23,398  

Payable for transfer agent fees

    16,644       10,644  

Payable for administration and accounting fees

    15,679       16,758  

Payable for investments purchased

    8,674       5,857  

Payable for Trustees and Officers

    6,100       6,097  

Payable for distribution fees

    71       29  

Accrued expenses

    7,757       7,104  
    

 

 

     

 

 

 

Total liabilities

    238,466       216,029  
    

 

 

     

 

 

 

Net Assets

  $ 2,554,745     $ 1,368,102  
    

 

 

     

 

 

 

Net Assets Consist of:

   

Capital stock, $0.01 par value

  $ 2,447     $ 1,323  

Paid-in capital

    2,424,124       1,309,759  

Accumulated net investment loss

    (2,721 )     (5,082 )

Accumulated net realized loss from investments

    (125,047 )     (112,220 )

Net unrealized appreciation on investments and foreign currency transactions

    255,942       174,322  
    

 

 

     

 

 

 

Net Assets

  $ 2,554,745     $ 1,368,102  
    

 

 

     

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

28


WHV/EAM FUNDS

Statements of Assets and Liabilities (Concluded)

April 30, 2015

 

  WHV/EAM
International
Small Cap
Equity Fund
WHV/EAM
Emerging Markets
Small Cap
Equity Fund

Class A Shares:

   

Net asset value and redemption price per share ($459,825 / 44,115 shares) and ($142,236 / 13,787 shares), respectively

  $ 10.42     $ 10.32  
    

 

 

      

 

 

 

Maximum offering price per share (100/94.25 of $10.42 and 100/94.25 of $10.32), respectively

  $ 11.06     $ 10.95  
    

 

 

      

 

 

 

Class I Shares:

   

Net asset value, offering and redemption price per share ($2,094,920 / 200,608 shares) and ($1,225,866 / 118,481 shares), respectively

  $ 10.44     $ 10.35  
    

 

 

      

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

29


WHV/EAM FUNDS

Statements of Operations

For the Period Ended April 30, 2015*

 

  WHV/EAM
International
Small Cap
Equity Fund
WHV/EAM
Emerging Markets
Small Cap
Equity Fund

Investment Income

   

Dividends

  $ 12,764     $ 10,123  

Less: foreign taxes withheld

    (1,116 )     (1,144 )
    

 

 

     

 

 

 

Total investment income

    11,648       8,979  
    

 

 

     

 

 

 

Expenses

   

Advisory fees (Note 2)

    10,369       10,599  

Custodian fees (Note 2)

    171,962       152,612  

Administration and accounting fees (Note 2)

    83,068       83,067  

Transfer agent fees (Note 2)

    73,363       73,362  

Audit fees

    24,050       23,398  

Trustees’ and officers’ fees (Note 2)

    6,246       6,248  

Legal fees

    4,897       4,864  

Printing and shareholder reporting fees

    2,566       2,133  

Registration and filing fees

    957       908  

Distribution fees (Class A) (Note 2)

    324       267  

Other expenses

    4,426       4,430  
    

 

 

     

 

 

 

Total expenses before waivers and reimbursements

    382,228       361,888  
    

 

 

     

 

 

 

Less: waivers and reimbursements (Note 2)

    (369,290 )     (349,264 )
    

 

 

     

 

 

 

Net expenses after waivers and reimbursements

    12,938       12,624  
    

 

 

     

 

 

 

Net investment loss

    (1,290 )     (3,645 )
    

 

 

     

 

 

 

Net realized and unrealized gain/(loss) from investments:

   

Net realized loss from investments

    (125,047 )     (111,811 )

Net realized loss from foreign currency transactions

    (1,584 )     (2,069 )

Net change in unrealized appreciation/(depreciation) on investments

    255,799       174,326  

Net change in unrealized appreciation/(depreciation) on foreign currency transactions

    143       (4 )
    

 

 

     

 

 

 

Net realized and unrealized gain on investments

    129,311       60,442  
    

 

 

     

 

 

 

Net increase in net assets resulting from operations

  $ 128,021     $ 56,797  
    

 

 

     

 

 

 

 

*

The Funds commenced operations on May 27, 2014.

 

 

The accompanying notes are an integral part of the financial statements.

 

30


WHV/EAM FUNDS

WHV/EAM International Small Cap Equity Fund

Statement of Changes in Net Assets

 

  For the
Period Ended
April 30, 2015*

Increase/(decrease) in net assets from operations:

 

Net investment loss

  $ (1,290 )

Net realized loss from investments and foreign currency transactions

    (126,631 )

Net change in unrealized appreciation/(depreciation) on investments and foreign currency transactions

    255,942  
    

 

 

 

Net increase in net assets resulting from operations

    128,021  
    

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

    2,426,724  
    

 

 

 

Total increase in net assets

    2,554,745  
    

 

 

 

Net assets

 

Beginning of period

     
    

 

 

 

End of period

  $ 2,554,745  
    

 

 

 

Accumulated net investment loss, end of period

  $ (2,721 )
    

 

 

 

 

*

The Fund commenced operations on May 27, 2014.

 

 

The accompanying notes are an integral part of the financial statements.

 

31


WHV/EAM FUNDS

WHV/EAM Emerging Markets Small Cap Equity Fund

Statement of Changes in Net Assets

 

  For the
Period Ended
April 30, 2015*
 

Increase/(decrease) in net assets from operations:

Net investment loss

$ (3,645

Net realized loss from investments and foreign currency transactions

  (113,880

Net change in unrealized appreciation/(depreciation) on investments and foreign currency transactions

  174,322   
  

 

 

 

Net increase in net assets resulting from operations

  56,797   
  

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  1,311,305   
  

 

 

 

Total increase in net assets

  1,368,102   
  

 

 

 

Net assets

Beginning of period

    
  

 

 

 

End of period

$ 1,368,102   
  

 

 

 

Accumulated net investment loss, end of period

$ (5,082
  

 

 

 

 

*

The Fund commenced operations on May 27, 2014.

 

 

The accompanying notes are an integral part of the financial statements.

 

32


WHV/EAM INTERNATIONAL SMALL CAP EQUITY FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class A Shares  
     For the Period
May 27, 2014*
to April 30, 2015
 

Per Share Operating Performance

  

Net asset value, beginning of period

   $ 10.00   
  

 

 

 

Net investment loss(1)

     (0.03

Net realized and unrealized gain on investments

     0.45   
  

 

 

 

Net increase in net assets resulting from operations

     0.42   
  

 

 

 

Redemption fees

     (2) 
  

 

 

 

Net asset value, end of period

   $ 10.42   
  

 

 

 

Total investment return(3)

     4.20

Ratio/Supplemental Data

  

Net assets, end of period (000’s omitted)

   $ 460   

Ratio of expenses to average net assets

     1.65 %(4) 

Ratio of expenses to average net assets without waivers, expense reimbursements and/or recoupment(5)

     42.98 %(4) 

Ratio of net investment loss to average net assets

     (0.36 )%(4) 

Portfolio turnover rate

     173.00 %(6) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.

(4) 

Annualized.

(5) 

During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

33


WHV/EAM INTERNATIONAL SMALL CAP EQUITY FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I Shares  
     For the Period
May 27, 2014*
to April 30, 2015
 

Per Share Operating Performance

  

Net asset value, beginning of period

   $ 10.00   
  

 

 

 

Net investment loss(1)

     (0.01

Net realized and unrealized gain on investments

     0.45   
  

 

 

 

Net increase in net assets resulting from operations

     0.44   
  

 

 

 

Redemption fees

     (2) 
  

 

 

 

Net asset value, end of period

   $ 10.44   
  

 

 

 

Total investment return(3)

     4.40

Ratio/Supplemental Data

  

Net assets, end of period (000’s omitted)

   $ 2,095   

Ratio of expenses to average net assets

     1.40 %(4) 

Ratio of expenses to average net assets without waivers, expense reimbursements and/or recoupment(5)

     42.30 %(4) 

Ratio of net investment loss to average net assets

     (0.11 )%(4) 

Portfolio turnover rate

     173.00 %(6) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4) 

Annualized.

(5) 

During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

34


WHV/EAM EMERGING MARKETS SMALL CAP EQUITY FUNDS

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class A Shares  
     For the Period
May 27, 2014*
to April 30, 2015
 

Per Share Operating Performance

  

Net asset value, beginning of period

   $ 10.00   
  

 

 

 

Net investment loss(1)

  (0.07

Net realized and unrealized gain on investments

  0.39   
  

 

 

 

Net increase in net assets resulting from operations

  0.32   
  

 

 

 

Net asset value, end of period

$ 10.32   
  

 

 

 

Total investment return(2)

  3.20

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

$ 142   

Ratio of expenses to average net assets

  2.00 %(3) 

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

  56.87 %(3) 

Ratio of net investment loss to average net assets

  (0.73 )%(3) 

Portfolio turnover rate

  214.00 %(5) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.

(3)

Annualized.

(4) 

During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2).

(5) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

35


WHV/EAM EMERGING MARKETS SMALL CAP EQUITY FUNDS

Financial Highlights

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I Shares  
     For the Period
May 27, 2014*
to April 30, 2015
 

Per Share Operating Performance

  

Net asset value, beginning of period

   $ 10.00   
  

 

 

 

Net investment loss(1)

  (0.04

Net realized and unrealized gain on investments

  0.39   
  

 

 

 

Net increase in net assets resulting from operations

  0.35   
  

 

 

 

Net asset value, end of period

$ 10.35   
  

 

 

 

Total investment return(2)

  3.50

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

$ 1,226   

Ratio of expenses to average net assets

  1.75 %(3) 

Ratio of expenses to average net assets without waivers and expense reimbursements(4)

  50.21 %(3) 

Ratio of net investment loss to average net assets

  (0.48 )%(3) 

Portfolio turnover rate

  214.00 %(5) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(3) 

Annualized.

(4) 

During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2).

(5) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

36


WHV/EAM FUNDS

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund (each a “Fund” and together the “Funds”) are diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), and commenced investment operations on May 27, 2014. The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds offer separate classes of shares, Class A and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) of up to 1.00% may apply for investments of $1 million or more of Class A Shares of each Fund (and therefore no initial sales charge was paid) and shares are redeemed within 18 months after initial purchase. The CDSC shall not apply to those purchases of Class A Shares of $1 million or more where Foreside Funds Distributors LLC (the “Underwriter”) did not pay a commission to the selling broker-dealer.

Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. The Funds’ equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing sale or official closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the Trust’s Board of Trustees (“Board of Trustees”). Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Any assets held by the Funds that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Funds determine the daily NAV per share. Foreign securities may trade on weekends or other days when the Funds do not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Funds. Investments in other open-end investment companies are valued based on the NAV of such investment companies (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with procedures adopted by the Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available and has delegated to WHV Investment

 

37


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

Management, Inc. (“WHV” or the “Adviser”) the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of each Fund’s investments are summarized into three levels as described in the hierarchy below:

 

·  Level 1 —

 

quoted prices in active markets for identical securities;

·  Level 2 —

 

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

·  Level 3 —

 

significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that each Fund calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. As a result, each Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy.

The following is a summary of the inputs used, as of April 30, 2015, in valuing each Fund’s investments carried at fair value:

 

WHV/EAM International
Small Cap Equity Fund

   Total
Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks:

           

Australia

   $     115,350       $       $     115,350       $   

Austria

     22,345                 22,345           

Belgium

     31,108                 31,108           

Brazil

     47,074             47,074                   

 

38


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

WHV/EAM International
Small Cap Equity Fund

   Total
Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

(Continued)

           

Canada

   $ 32,208       $     32,208       $       $   

China

     90,728         18,802         71,926           

Denmark

     35,547                 35,547           

Finland

                               

France

     35,525                 35,525           

Germany

     89,114                 89,114           

Greece

     18,468         18,468                   

Hong Kong

     33,216                 33,216           

India

     15,516         15,516                   

Indonesia

     62,872                 62,872           

Ireland

     33,628         17,835         15,793           

Israel

     59,637         34,845         24,792           

Italy

     69,722                 69,722           

Japan

         412,547                     412,547           

Luxembourg

     30,329                 30,329           

Malaysia

     34,697         19,084         15,613           

Malta

     16,414         16,414                   

Mexico

     18,383         18,383                   

Netherlands

     38,102                 38,102           

New Zealand

     16,699                 16,699           

Norway

     18,156                 18,156           

Philippines

     15,307                 15,307           

South Africa

     16,050                 16,050           

South Korea

     348,029                 348,029           

Spain

     33,223         16,531         16,692           

Sweden

     55,233                 55,233           

Switzerland

     40,725                 40,725           

Taiwan

     222,990         18,540         204,450           

Thailand

     53,347                 53,347           

Turkey

     16,076                 16,076           

United Kingdom

     132,414         16,591         115,823           

Exchange Traded Funds

     49,953         49,953                   

Warrants

                               

 

39


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

WHV/EAM International
Small Cap Equity Fund

   Total
Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

(Continued)

           

Registered Investment Company

   $ 201,098       $ 201,098       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

$     2,561,830    $     541,342    $     2,020,488    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

WHV/EAM Emerging
Markets Small Cap Equity Fund

   Total
Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Common Stocks:

           

Bermuda

   $ 22,912       $       $ 22,912       $   

Brazil

     29,031         29,031                   

China

     106,782         11,209         95,573           

Greece

     10,047         10,047                   

Hong Kong

     20,639                 20,639           

India

     9,169         9,169                   

Indonesia

     52,710                 52,710           

Malaysia

     21,555         11,751         9,804           

Mexico

     29,641         29,641                   

Philippines

     58,259         10,294         47,965           

South Africa

     102,577         18,230         84,347           

South Korea

     364,676         20,386         344,290           

Taiwan

     325,899         11,005         314,894           

Thailand

     49,592                 49,592           

Turkey

     27,045                 27,045           

Preferred Stock

     10,513         10,513                   

Exchange Traded Fund

     49,468         49,468                   

Warrants

                               

Registered Investment Company

     108,544         108,544                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

$     1,399,059    $     329,288    $     1,069,771    $   
  

 

 

    

 

 

    

 

 

    

 

 

 

Amounts designated as “ — ”, which may include fair valued securities, are zero or have been rounded to zero.

 

40


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of each Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, accounting principles generally accepted in the United States of America (“U.S. GAAP”) require each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires each Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when each Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when each Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the period ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Funds.

Use of Estimates — The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate

 

41


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, each Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

 

42


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

Currency Risk — Each Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which each Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for each Fund is determined on the basis of U.S. dollars, each Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of a Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.

Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.

Emerging Markets Risk — Each Fund invests in emerging market instruments which are subject to certain credit and market risks. The securities and currency markets of emerging market countries are generally smaller, less developed, less liquid and more volatile than the securities and currency markets of the United States and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be extremely limited. Political and economic structures in many of these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristics of more developed countries.

2. Transactions with Affiliates and Related Parties

WHV serves as investment adviser to the Funds pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.15% and 1.50% for the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund, respectively, of each Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the

 

43


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

WHV/EAM International Small Cap Equity Fund and the WHV/EAM Emerging Markets Small Cap Equity Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees or transfer agent fees), “Acquired Fund fees and expenses,” dividend and interest expense on short sales of securities, interest, extraordinary items and brokerage commissions) do not exceed 1.40% (on an annual basis) of the International Fund’s average daily net assets and 1.75% (on an annual basis) of the Emerging Market Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place with respect to each Fund until August 31, 2018 unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for a Fund. No recoupment by the Adviser will occur unless a Fund’s expenses are below the respective Expense Limitation.

For the period ended April 30, 2015, investment advisory fees accrued were $10,369 and $10,599 for the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund, respectively. For the period ended April 30, 2015, the Adviser waived investment advisory fees of $10,369 and $10,599 and reimbursed fees of $327,827 and $307,571 for the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund, respectively.

As of April 30, 2015, the amounts of potential recoupment by the Adviser for each Fund was as follows:

 

     Expiration
April 30, 2018
 

WHV/EAM International Small Cap Equity Fund

     $338,196   

WHV/EAM Emerging Markets Small Cap Equity Fund

     318,170   

EAM Global Investors, LLC (“EAM Global” or “Sub-Adviser”) serves as the sub-adviser to the Funds. The Sub-Adviser provides certain services pursuant to a sub-advisory agreement among WHV, the Sub-Advisor and the Trust, on behalf of the Funds. Sub-Advisory fees are paid by WHV, not the Funds.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of each Fund’s average daily net assets and is subject to certain minimum monthly fees. For the period ended April 30, 2015, BNY Mellon accrued administration and accounting fees totaling $83,068 and $83,067 and waived fees totaling $18,139 and $18,139 for the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund, respectively. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses. For the period ended April 30, 2015, BNY Mellon accrued transfer agent fees totaling $73,363 and $79,487 and waived fees totaling $9,718 and $9,718 for the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund, respectively.

 

44


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses. For the period ended April 30, 2015, the Custodian accrued custodian fees totaling $23,478 and $23,477 and waived fees totaling $3,237 and $3,237 for the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund, respectively.

BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

Foreside Funds Distributors LLC (“the Underwriter”) provides principal underwriting services to the Funds.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A Shares plan, each Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Class A Shares.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Funds during the period ended April 30, 2015, was $55 and $46 for WHV/EAM International Small Cap Equity Fund and Emerging Markets Small Cap Equity Fund, respectively. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Funds or the Trust.

3. Investment in Securities

For the period from May 27, 2014 (commencement of operations) through April 30, 2015, aggregate purchases and sales of investment securities (excluding U.S. Government and agency short-term investments and other short-term investments) of the Funds were as follows:

 

     Purchases      Sales  

WHV/EAM International Small Cap Equity Fund

   $ 3,770,031       $ 1,540,344   

WHV/EAM Emerging Markets Small Cap Equity Fund

     2,664,968         1,437,217   

 

45


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

4. Capital Share Transactions

For the period from May 27, 2014 (commencement of operations) through April 30, 2015, transactions in capital shares (authorized shares unlimited) were as follows:

 

     WHV/EAM International
Small Cap Equity Fund*
 
     For the Period Ended
April 30, 2015
 
     Shares     Amount  

Class A Shares

    

Sales

     44,115      $ 446,555   
  

 

 

   

 

 

 

Net increase

  44,115    $ 446,555   
  

 

 

   

 

 

 

Class I Shares

Sales

  203,816    $ 2,010,916   

Redemptions

  (3,208   (30,747
  

 

 

   

 

 

 

Net increase

  200,608    $ 1,980,169   
  

 

 

   

 

 

 

Total net increase

  244,723    $ 2,426,724   
  

 

 

   

 

 

 
     WHV/EAM Emerging Markets
Small Cap Equity Fund*
 
     For the Period Ended
April 30, 2015
 
     Shares     Amount  

Class A Shares

    

Sales

     15,229      $ 156,915   

Redemptions

     (1,442     (13,255
  

 

 

   

 

 

 

Net increase

  13,787    $ 143,660   
  

 

 

   

 

 

 

Class I Shares

Sales

  122,756    $ 1,207,997   

Redemptions

  (4,275   (40,352
  

 

 

   

 

 

 

Net increase

  118,481    $ 1,167,645   
  

 

 

   

 

 

 

Total net increase

  132,268    $ 1,311,305   
  

 

 

   

 

 

 

 

 

*

There is a 2.00% redemption fee that may be charged on shares redeemed which have been held for 60 days or less. The redemption fees are retained by each Fund for the benefit of the remaining shareholders and recorded as paid-in-capital.

 

46


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

As of April 30, 2015, the following Funds had shareholders that held 10% or more of the outstanding shares of the Funds:

 

WHV/EAM International Small Cap Equity Fund

  

(Affiliated Shareholder)

     10

WHV/EAM Emerging Markets Small Cap Equity Fund

  

(Affiliated Shareholder)

     19

5. Federal Tax Information

The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Each Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

In order to present net assets components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. Net investment income, net realized gains and net assets were not affected by these adjustments. The following permanent differences as of April 30, 2015, primarily attributed to the reclass of foreign currency gain or loss and gain on sale of passive foreign investment companies to ordinary income and disallowed expenses, were reclassified among the following accounts:

 

     Decrease
Undistributed
Net Investment
Income
    Increase
Accumulated
Net Realized
Loss
     Decrease
Additional
Paid-In Capital
 

WHV/EAM International Small Cap Equity Fund

     $(1,431     $1,584         $(153

WHV/EAM Emerging Markets Small Cap Equity Fund

     (1,437     1,660         (223

Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes. For the period ended April 30, 2015, there were no distributions paid by the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund.

 

47


WHV/EAM FUNDS

Notes to Financial Statements (Continued)

April 30, 2015

 

As of April 30, 2015 the components of distributable earnings on a tax basis were as follows:

 

     Capital Loss
Carryforward
     Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Appreciation
     Qualified
Late-Year
Losses
 

WHV/EAM International Small Cap Equity Fund

     $(39,550)       $1,440    $—      $252,804         $(86,520)   

WHV/EAM Emerging Markets Small Cap Equity Fund

     $(40,087)       $     —    $—      $173,292         $(76,180)   

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Foreign currency and short-term capital gains are reported as ordinary income for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by each Fund were as follows:

 

     Federal Tax
Cost
     Unrealized
Appreciation
     Unrealized
Depreciation
     Net Unrealized
Appreciation
 

WHV/EAM International Small Cap Equity Fund

     $2,309,324         $311,422         $(58,916)         $252,506   

WHV/EAM Emerging Markets Small Cap Equity Fund

     1,225,767         213,624         (40,332)         173,292   

Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the period ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the period ended April 30, 2015, the Funds deferred to May 1, 2015 the following losses:

 

     Late-Year Ordinary
Losses Deferral
   Short-Term Capital
Loss Deferral

WHV/EAM International Small Cap Equity Fund

   $1,282    $85,238

WHV/EAM Emerging Markets Small Cap Equity Fund

     4,398      71,782

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”), the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December

 

48


WHV/EAM FUNDS

Notes to Financial Statements (Concluded)

April 30, 2015

 

22, 2010 for an unlimited period. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of April 30, 2015, the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund had short-term capital losses of $39,550 and $40,087, respectively.

6. Subsequent Event

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

49


WHV/EAM FUNDS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of FundVantage Trust and Shareholders of the

WHV International Small Cap Equity Fund and the

WHV Emerging Markets Small Cap Equity Fund:

In our opinion, the accompanying statements of assets and liabilities, including the portfolios of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the WHV/EAM International Small Cap Equity and the WHV/EAM Emerging Markets Small Cap Equity Fund (the “Funds”) at April 30, 2015, the results of each of their operations, the changes in each of their net assets and the financial highlights for the period May 27, 2014 (commencement of operations) through April 30, 2015, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

June 26, 2015

 

50


WHV/EAM FUNDS

Shareholder Tax Information

(Unaudited)

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Funds to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2015. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2016.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.

 

51


WHV/EAM FUNDS

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 948-4685 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Meeting of Shareholders

A Special Meeting of Shareholders (the “Meeting”) of the WHV/EAM International Small Cap Equity Fund and the WHV/EAM Emerging Markets Small Cap Equity Fund (the “Funds”) was held on December 1, 2014 for the following purpose:

To approve a new sub-advisory agreement among EAM Global Investors, LLC, WHV Investments, Inc. and the Trust on behalf of the Funds (“Sub-Advisory Agreement”).

The Funds’ shareholders of record at the close of business on October 15, 2014 were entitled to attend or submit proxies. As of the record date, the WHV/EAM International Small Cap Equity Fund had 67,590 shares outstanding and the WHV/EAM Emerging Markets Small Cap Equity Fund 63,308 shares outstanding. At the meeting, shareholders approved the Sub-Advisory Agreement. The results of the voting for the proposal were as follows:

 

WHV/EAM International Small Cap Equity Fund
For
Votes
   Against
Votes
   Abstained
Votes
41,954    0    0
WHV/EAM Emerging Markets Small Cap Equity Fund
For
Votes
   Against
Votes
   Abstained
Votes
41,278    0    0

 

52


WHV/EAM FUNDS

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even within FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 948-4685.

 

53


WHV/EAM FUNDS

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (’Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for each Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (888) 948-4685.

 

           

Name

and Date of Birth

   Position(s) Held
with Trust
   Term of Office and Length of Time Served    Principal Occupation(s)
During Past Five Years
   Number of
Funds in
Trust Complex Overseen by
Trustee
   Other Directorships
Held by Trustee
INDEPENDENT TRUSTEES
           

ROBERT J. CHRISTIAN

Date of Birth: 2/49

   Trustee and Chairman of the Board    Shall serve until death, resignation or removal. Trustee and Chairman since 2007.    Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.    38    Optimum Fund Trust (registered investment company) (6 portfolios).
           

IQBAL MANSUR

Date of Birth: 6/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2007.    University Professor, Widener University.    38    None

 

54


WHV/EAM FUNDS

Fund Management (Continued)

(Unaudited)

 

           

Name

and Date of Birth

   Position(s) Held
with Trust
   Term of Office
and Length of
Time Served
   Principal Occupation(s)
During Past Five Years
   Number of
Funds in
Trust Complex Overseen by
Trustee
   Other Directorships
Held by Trustee
           

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.    Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.    38    None
           

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.    Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.    38    Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company) (1 portfolio).

 

55


WHV/EAM FUNDS

Fund Management (Continued)

(Unaudited)

 

INTERESTED TRUSTEE1
           

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.    Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.    38    None

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

56


WHV/EAM FUNDS

Fund Management (Concluded)

(Unaudited)

 

Name
and Date of Birth
   Position(s) Held
with Trust
   Term of Office
and Length of
Time Served
   Principal Occupation(s)
During Past Five Years
EXECUTIVE OFFICERS
       

JOEL L. WEISS

Date of Birth: 1/63

   President and Chief Executive Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.
       

JAMES G. SHAW

Date of Birth: 10/60

   Treasurer and Chief Financial Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.
       

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

   Secretary    Shall serve until death, resignation or removal. Officer since 2012.    Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.
       

DAVID C. LEBISKY

Date of Birth: 5/72

   Chief Compliance Officer    Shall serve until death, resignation or removal. Officer since 2015.    Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

57


 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

WHV Investments, Inc.

301 Battery Street

Suite 400

San Francisco, CA 94111-3203

Sub-Adviser

EAM Global Investors, LLC

2533 South Coast Highway 101

Suite 240

Cardiff-by-the-Sea, CA 92007

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

As Sub-Advised by

 

LOGO

WHV/EAM INTERNATIONAL

SMALL CAP EQUITY FUND

WHV/EAM EMERGING

MARKETS SMALL CAP

EQUITY FUND

of

FundVantage Trust

Class A Shares

Class I Shares

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the WHV/EAM International Small Cap Equity Fund and WHV/EAM Emerging Markets Small Cap Equity Fund.

 

EAM001

 


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Annual Investment Adviser’s Report

April 30, 2015

(Unaudited)

Dear Shareholder,

Market Review

For the fiscal year beginning May 1, 2014 and ending April 30, 2015 (“the fiscal year”), expectations for the US stock market remained elevated. Valuations have been supported by a new wave of mergers and acquisitions activity in both the health care sector and the cable and media industry. The energy sector has been the exception, as investors focused on the collapse in the price of crude oil and natural gas in the second half of the 2014 calendar year. This dramatic decline in oil hurt not only the producers, but also the service providers leveraged to those commodities. While intuitively the lower cost of gas should be good for consumers and therefore the economy, this has not been the case as consumers have chosen to save or pay down debt rather than spend.

Since 2008, easy monetary policies in the US and the anticipation of better economic conditions have pushed asset prices higher, including equities. However, due to the interest rate differentials between the US and Europe (with countries in Europe hitting negative interest rates), the dollar remains strong. This acted as a headwind for many multinational companies, leading to a challenging start to the 2015 calendar year. It has also highlighted the relative strength of earnings growth for small cap companies that have a greater portion of US revenue.

Cross Currents

Our economy has been in an expansion for over five years. While central banks would normally be tightening, economic activity remains below desired levels and inflation remains below Federal Reserve targets. The situation is worse elsewhere in the world, as central banks in Europe, Japan, and China have started to combat the potential forces of deflation by injecting liquidity into their economies. While the easy policies remain in Europe and Japan, the Federal Reserve is now contemplating when to stop its easy monetary conditions. This remains a challenge for regulators and investors as fears of a repeat of the 2013 ’taper tantrum’ linger over anticipated tightening in 2015. It is interesting to note that since the Federal Reserve ended its taper, the market has continued to react positively. Compounding these global tensions are questions surrounding the role of the US in each of these circumstances. Such tensions and concerns continue to impact short-term traders — and therefore market prices — leading to volatility in the near-term. As market participants increasingly focus on, and get “whipsawed” by, the current news and data flow, the opportunity remains for those with a longer-term focus.

Strategy and Performance Review

Valuations continue to move higher and new mergers and acquisitions have begun supporting these levels, making our task of identifying new investment ideas on an absolute and relative basis an even greater challenge. However, with the correction in oil, as well as energy related industries and the supporting infrastructure, we have started to find areas of opportunity. With the uncertainty in future prices of oil and gas, many small cap exploration and production stocks are being offered at interesting discounts relative to proven reserves. The engineering and construction firms building facilities for these energy companies are also trading at a discount to historical valuations as projects related to the oil and gas industry are being shelved in the short-term. In addition, spin-offs have been an area of interest as stubs sold for non-fundamental reasons may lead to interesting opportunities at inexpensive valuations.

For the fiscal year, the WHV/Seizert Small Cap Value Equity Fund (“the Fund”) posted a loss of -2.64% (Class I Shares), -2.95% (Class A Shares without sales charge) and -8.50% (Class A Shares with sales charge) versus the return of 4.89% for the Russell 2000® Value Index.

 

1


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

Fund Top Contributors and Detractors (for the fiscal year ending April 30, 2015) are as follows*

 

Largest Detractors

   Average Weight    Contribution (%)

Hercules Offshore, Inc.

   1.05    (2.21)

Stone Energy Corp.

   1.40    (1.68)

McDermott International, Inc.

   1.14    (1.59)

Energy XXI (Bermuda) Ltd.

   0.82    (1.59)

VAALCO Energy, Inc.

   1.16    (1.21)

Largest Contributors

   Average Weight    Contribution (%)

Multi-Fineline Electronix.

   1.85    1.48

Triple-S Management

   1.80    1.07

j2 Global, Inc.

   2.35    1.06

Investment Technology Group

   2.34    0.99

OmniVision Technologies

   1.90    0.81

Earnings growth excluding energy remains positive. In the current environment, earnings visibility and momentum continue to be impotent forces in the market. However, with our attention to balance sheet and cash flow strength coupled with an emphasis on margin of safety, we expect that the Fund is well positioned for when these factors return to focus.

Energy became the central focus for most investors at the end of 2014. West Texas Intermediate ended the year at $53.27 per barrel after beginning the third quarter of 2014 above $95 per barrel. Oil prices were nearly cut in half during 2014 due to fears of global oversupply and a decline in demand — the steepest fall since the recession of 2008. Over the last few years, China has become the world’s largest importer of oil and has helped increase the demand for all commodities. However, as the weakness in the Chinese economy persisted, the demand for oil imports fell significantly. The commodity was also impacted by the strengthening US dollar. Investors appear to be adding to their positions in the dollar in anticipation of the Federal Reserve’s first rate increase in almost a decade, a move that many economists expect to see in late 2015. Finally, the Organization of Petroleum Exporting Countries (OPEC) publicly commented last November that they would not be decreasing production in light of the global oversupply, but would continue to produce at current levels and would allow the commodity price to fall.

Few energy stocks with exposure to oil have been left unscathed from the rapid decline in oil prices since mid-2014. All five of our worst performers have direct exposure to the commodity and may continue to see stock price fluctuations as crude prices remain volatile. Within the energy sector, we were hurt by positions in Hercules Offshore and McDermott International. In March of 2015, we sold out of our position in Hercules Offshore. Hercules is a provider of oil rigs for the Gulf of Mexico, as well as the African and North Sea regions. They continued to cold stack their jack-up rigs, sell cold stacked rigs, and again were unable to secure long term contracts for their high specification rigs that were expected to provide higher day rates and likely improve overall margins. We became increasingly concerned that it may take longer than 6-12 months to lease their high specification rigs and return to positive free cash flow. Based on the lack of demand, continued impairments announced in their fourth quarter of 2014 results, and the oversupply of rigs — coupled with the pressure on oil prices — we sold the stock in March of 2015 and rotated the capital into stocks with higher risk adjusted returns.

 

2


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Annual Investment Adviser’s Report (Continued)

April 30, 2015

(Unaudited)

McDermott International was sold during December of 2014 as the transition started by new management in the fall of 2013 faltered due to the weakening commodity. With four projects operating at a loss in a period of declining crude prices and high levels of debt relative to equity, we were concerned that they may begin to violate debt covenants. We rotated the capital to other positions within the portfolio with higher risk adjusted returns and less overall economic risk. While the sector as a whole remains a concern, we continue to hold Energy XXI, Stone Energy, and VAALCO as their balance sheets and cash flow generation should provide a margin of safety.

We have seen strong performance in the information technology sector, with Multi-Fineline Electronix being our top performer for this time period. We began to see improvement from Multi-Fineline in the fourth quarter of 2014 as they benefited from their exposure to smart phones (72% of revenue as of 12/31/2014). Apple is assumed to be their largest customer (while not officially stated) representing over 65% of their total revenue as of March 31, 2015. However, over the last 12 months they have been working to diversify their customer base. Just since the end of 2014, they have shifted 11% of their total revenues to new customers. This transition was timely as they benefited from the fresh wave of successful smart phone releases in 2014. In addition to diversifying their customer base, they also have been improving margins. Their balance sheet with net cash currently sits at over $6 per share with no debt. We tend to gravitate to businesses that are transitioning to higher margin business and that have a healthy margin of safety in their balance sheet.

For this reason, j2 Global is attractive as they have successfully transitioned the business from software to cloud services and media. Both segments have attractive metrics with an EBITDA Margin of 47% for cloud services and 32% for media as of March 31, 2015. They have increased both visits to their content sites and average monthly revenue/customers for their cloud services unit. Management maintains cash on the balance sheet to deploy capital on bolt-on acquisitions for both segments, and completed nine acquisitions in the first quarter of 2015.

Outlook

The WHV/Seizert Small Cap Value Equity Fund performed as we would have expected given the secular decline in energy prices and our relative overweight to this sector during the twelve month time period. With various economic and geopolitical challenges impacting the equity and debt markets, we remain cautious and opportunistic.

Sincerely,

WHV Investments, Inc. & Seizert Capital Partners, LLC

 

3


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Annual Investment Adviser’s Report (Concluded)

April 30, 2015

(Unaudited)

*The holdings identified may not be representative of the Fund’s current or future investments and are subject to risk. Holdings are provided for informational purposes only and should not be construed as a recommendation to buy or sell the securities mentioned. Financial professionals, please contact the WHV Sales Support team at (855) 417-8474; direct investors, please call (888) 948-4685; to obtain (i) the methodology for calculating the top and bottom performance contributing holdings, and (ii) a list showing every holding’s contribution to the overall Fund’s performance during the fiscal period. The inception date of the Fund was September 30, 2013. Past performance does not guarantee future results.

Any forward-looking statements or forecasts are based on assumptions and actual results may vary from any such statements or forecasts. No reliance should be placed on any such statements or forecasts when making any investment decision. While the Fund’s portfolio management team has used reasonable efforts to obtain information from reliable sources, we make no representations or warranties as to the accuracy, reliability or completeness of third-party information presented herein.

This letter is intended to assist shareholders in understanding how the Fund performed during the fiscal period May 1, 2014 through April 30, 2015 and reflects the views of the investment adviser, or sub-adviser, at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.

Investments in small capitalization companies present a greater risk of loss than investments in large companies due to greater volatility and less liquidity.

 

4


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Value of $10,000 in WHV/Seizert Small Cap Value Equity Fund’s Class A Shares

vs. Russell 2000® Index

 

LOGO

Class A Shares growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.

 

Average Annual Total Returns for the Periods Ended April 30, 2015*     
  

1 Year

 

Since
Inception

    

    Class A Shares (without sales charge)

  -2.95   5.53%     

    Class A Shares (with sales charge)

  -8.50   1.65%     

    Russell 2000 Value Index

  4.89   8.44% **   

 

*

The WHV/Seizert Small Cap Equity Fund (“The Fund”) commenced operations on September 30, 2013.

**

Benchmark performance is from inception date of the Fund (September 30, 2013) only and is not the inception date of the benchmark itself.

Class A Shares of the Fund have a 5.75% maximum sales charge.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual Fund gross and net operating expense ratios are 17.94% and 1.50%, respectively, for Class A Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September

 

5


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

1, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report. WHV Investments, Inc. (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding 12b-1 fees and any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 1.25% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until September 30, 2016 unless the Board of Trustees of FundVantage Trust (“the Trust”) approves its earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

The Fund evaluates its performance as compared to that of the Russell 2000 Value Index, which measures the performance of the small-cap value segment of the U.S. equity universe. Please note an investor cannot invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. Investments in small capitalization companies present a greater risk of loss than investments in large companies due to greater volatility and less liquidity

 

6


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Annual Report

Performance Data

April 30, 2015

(Unaudited)

 

Comparison of Change in Account Value of $500,000 in the WHV/Seizert Small Cap Value Equity Fund’s Class I Shares

vs. Russell 2000® Index

 

LOGO

 

Average Annual Total Returns for the Period Ended April 30, 2015*     
   
  

1 Year

 

Since Inception

    

    Class I Shares

  -2.64   5.81%     

    Russell 2000 Value Index

  4.89   8.44% **   

 

*

The WHV/Seizert Small Cap Equity Fund (“The Fund”) commenced operations on September 30, 2013.

**

Benchmark performance is from inception date of the Fund (September 30, 2013) only and is not the inception date of the benchmark itself.

The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. 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. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

The Fund’s total annual Fund gross and net operating expense ratio are 17.69% and 1.25%, respectively, for Class I Shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2014, and may differ from the actual expenses incurred by the Fund for the period covered by this report. WHV Investments, Inc. (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding 12b-1 fees and any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage

 

7


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Annual Report

Performance Data (Concluded)

April 30, 2015

(Unaudited)

 

commissions) do not exceed 1.25% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until September 30, 2016 unless the Board of Trustees of FundVantage Trust (“the Trust”) approves its earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.

The Fund evaluates its performance as compared to that of the Russell 2000 Value Index, which measures the performance of the small-cap value segment of the U.S. equity universe. Please note an investor cannot invest directly in an index.

All mutual fund investing involves risk, including possible loss of principal. Investments in small capitalization companies present a greater risk of loss than investments in large companies due to greater volatility and less liquidity.

 

8


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Fund Expense Disclosure

April 30, 2015

(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. These 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.

These examples are based on an investment of $1,000 invested at the beginning of the six-month period from November 1, 2014 and held for the entire period through April 30, 2015.

Actual Expenses

The first line of each accompanying 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not either 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 a Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of each accompanying 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.

 

9


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Fund Expense Disclosure (Concluded)

April 30, 2015

(Unaudited)

 

    WHV/Seizert Small Cap Value Equity Fund
    Beginning Account Value
November 1, 2014
  Ending Account Value
April 30, 2015
  Expenses Paid
During Period*

Class A Shares

     

Actual

  $1,000.00   $1,025.30   $7.53

Hypothetical (5% return before expenses)

    1,000.00     1,017.36     7.50

Class I Shares

     

Actual

  $1,000.00   $1,027.60   $6.28

Hypothetical (5% return before expenses)

    1,000.00     1,018.60     6.26

 

* Expenses are equal to an annualized expense ratio for the six-month period ended April 30, 2015 of 1.50% and 1.25% for Class A and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (181), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 2.53% and 2.76% for Class A and Class I Shares, respectively.

 

10


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Portfolio Holdings Summary Table

April 30, 2015

(Unaudited)

The following table presents a summary by sector of the portfolio holdings of the Fund:

 

     % of Net
Assets
    Value  

COMMON STOCKS:

    

Commercial Banks

     12.7   $ 1,523,399   

Thrifts & Mortgage Finance

     10.9        1,301,530   

Semiconductors & Semiconductor Equipment

     8.9        1,068,474   

Biotechnology.

     5.8        693,567   

Electronic Equipment, Instruments & Components

     5.5        662,059   

Software

     5.4        642,930   

Insurance

     4.8        568,480   

Real Estate Investment Trusts (REITs)

     4.7        558,402   

Specialty Retail

     3.8        460,432   

Machinery

     3.4        404,530   

Oil, Gas & Consumable Fuels

     3.4        402,396   

Professional Services

     3.4        401,407   

Metals & Mining

     3.2        380,138   

Health Care Providers & Services

     2.8        332,642   

Technology Hardware, Storage & Peripherals

     2.2        263,424   

Construction & Engineering.

     2.1        251,096   

Internet Software & Services

     2.1        246,818   

Media

     2.0        242,044   

Aerospace & Defense

     2.0        241,443   

Capital Markets.

     1.8        220,028   

IT Services

     1.7        209,076   

Hotels, Restaurants & Leisure

     1.7        207,610   

Commercial Services & Supplies.

     1.7        197,694   

Auto Components

     1.6        195,467   

Energy Equipment & Services

     1.1        129,335   

Other Assets in Excess of Liabilities

     1.3        159,558   
  

 

 

   

 

 

 

NET ASSETS

  100.0 $ 11,963,979   
  

 

 

   

 

 

 

 

Portfolio holdings are subject to change at any time.

 

The accompanying notes are an integral part of the financial statements.

 

11


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Portfolio of Investments

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — 98.7%

  

Aerospace & Defense — 2.0%

  

KLX, Inc.*

     5,761       $ 241,443   
     

 

 

 

Auto Components — 1.6%

  

Superior Industries International, Inc.

  10,509      195,467   
     

 

 

 

Biotechnology — 5.8%

  

Emergent Biosolutions, Inc.*

  7,894      234,373   

Myriad Genetics, Inc.*

  8,447      279,004   

PDL BioPharma, Inc.

  27,015      180,190   
     

 

 

 
  693,567   
     

 

 

 

Capital Markets — 1.8%

  

Investment Technology Group, Inc.*

  7,723      220,028   
     

 

 

 

Commercial Banks — 12.7%

  

Blue Hills Bancorp, Inc.*

  13,136      176,285   

Centerstate Banks, Inc.

  13,608      165,473   

HomeTrust Bancshares, Inc.*

  6,951      108,714   

International Bancshares Corp.

  8,070      209,659   

National Bank Holdings Corp., Class A

  8,836      167,884   

OFG Bancorp

  12,724      179,281   

Popular, Inc.*

  8,424      273,190   

Republic Bancorp, Inc., Class A

  10,215      242,913   
     

 

 

 
  1,523,399   
     

 

 

 

Commercial Services & Supplies — 1.7%

  

Quad/Graphics, Inc.

  9,178      197,694   
     

 

 

 

Construction & Engineering — 2.1%

  

KBR, Inc.

  14,373      251,096   
     

 

 

 
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Electronic Equipment, Instruments & Components — 5.5%

  

AVX Corp.

     7,776       $ 107,076   

Celestica, Inc. (Canada)*

     15,940         194,627   

Multi-Fineline Electronix, Inc.*

     9,425         220,356   

Nam Tai Property, Inc.

     27,451         140,000   
     

 

 

 
  662,059   
     

 

 

 

Energy Equipment & Services — 1.1%

  

Helix Energy Solutions Group, Inc.*

  7,848      129,335   
     

 

 

 

Health Care Providers & Services — 2.8%

  

Magellan Health Services, Inc.*

  5,255      332,642   
     

 

 

 

Hotels, Restaurants & Leisure — 1.7%

  

Biglari Holdings, Inc.*

  568      207,610   
     

 

 

 

Insurance — 4.8%

  

FBL Financial Group, Inc., Class A

  3,122      181,919   

Maiden Holdings Ltd. (Bermuda)

  18,497      268,761   

Symetra Financial Corp.

  4,960      117,800   
     

 

 

 
  568,480   
     

 

 

 

Internet Software & Services — 2.1%

  

j2 Global, Inc.

  3,558      246,818   
     

 

 

 

IT Services — 1.7%

  

Sykes Enterprises, Inc.*

  8,353      209,076   
     

 

 

 

Machinery — 3.4%

  

FreightCar America, Inc.

  8,954      233,610   

Kadant, Inc.

  3,354      170,920   
     

 

 

 
  404,530   
     

 

 

 

Media — 2.0%

  

Tribune Publishing Co.

  13,776      242,044   
     

 

 

 
 

 

The accompanying notes are an integral part of the financial statements.

 

12


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Portfolio of Investments (Concluded)

April 30, 2015

 

     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Metals & Mining — 3.2%

  

Nevsun Resources Ltd. (Canada)

     96,974       $ 380,138   
     

 

 

 

Oil, Gas & Consumable Fuels — 3.4%

  

Energy XXI Bermuda Ltd. (Bermuda)

  39,150      171,086   

Stone Energy Corp.*

  8,883      151,633   

VAALCO Energy, Inc.*

  32,258      79,677   
     

 

 

 
  402,396   
     

 

 

 

Professional Services — 3.4%

  

Barrett Business Services, Inc.

  4,595      204,340   

RPX Corp.*

  12,665      197,067   
     

 

 

 
  401,407   
     

 

 

 

Real Estate Investment Trusts (REITs) — 4.7%

  

Anworth Mortgage Asset Corp.

  45,771      232,517   

Hatteras Financial Corp

  8,176      147,659   

Redwood Trust, Inc

  10,368      178,226   
     

 

 

 
  558,402   
     

 

 

 

Semiconductors & Semiconductor Equipment — 8.9%

  

ChipMOS Technologies Bermuda Ltd. (Bermuda)

  12,677      292,839   

Kulicke & Soffa Industries, Inc.*

  16,599      250,811   

Nova Measuring Instruments Ltd. (Israel)*

  25,354      279,655   

OmniVision Technologies, Inc.*

  8,789      245,169   
     

 

 

 
  1,068,474   
     

 

 

 
     Number
of Shares
     Value  

COMMON STOCKS — (Continued)

  

Software — 5.4%

  

AVG Technologies NV (Netherlands)*

     9,767       $ 233,627   

EnerNOC, Inc.*

     21,489         237,453   

TiVo, Inc.*

     15,552         171,850   
     

 

 

 
  642,930   
     

 

 

 

Specialty Retail — 3.8%

  

Outerwall, Inc.

  4,442      295,082   

Systemax, Inc.*

  15,823      165,350   
     

 

 

 
  460,432   
     

 

 

 

Technology Hardware, Storage & Peripherals — 2.2%

  

QLogic Corp.*

  17,920      263,424   
     

 

 

 

Thrifts & Mortgage Finance — 10.9%

  

Astoria Financial Corp.

  14,609      192,401   

Beneficial Bancorp, Inc.*

  20,988      243,461   

Charter Financial Corp.

  22,090      264,417   

Clifton Bancorp, Inc.

  18,580      253,617   

Northfield Bancorp, Inc.

  15,905      229,509   

Waterstone Financial, Inc.

  9,272      118,125   
     

 

 

 
  1,301,530   
     

 

 

 

TOTAL COMMON STOCKS
(Cost $11,303,643)

  11,804,421   
     

 

 

 

TOTAL INVESTMENTS - 98.7%
(Cost $11,303,643)

   

  11,804,421   

OTHER ASSETS IN
EXCESS OF LIABILITIES - 1.3%

   

  159,558   
     

 

 

 

NET ASSETS - 100.0%

$ 11,963,979   
     

 

 

 

 

*

Non-income producing.

 

 

The accompanying notes are an integral part of the financial statements.

 

13


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Statement of Assets and Liabilities

April 30, 2015

 

Assets

Investments, at value (Cost $11,303,643)

$ 11,804,421   

Cash

  256,189   

Receivable for capital shares sold.

  8,150   

Dividends and interest receivable

  2,623   

Receivable from Investment Adviser

  19,464   

Receivable from transfer agent

  2,469   

Prepaid expenses and other assets

  30,117   
  

 

 

 

Total assets

  12,123,433   
  

 

 

 

Liabilities

Payable for investments purchased

  114,292   

Payable for audit fees

  23,615   

Payable for administration and accounting fees

  13,029   

Payable for printing fees

  2,789   

Payable for legal fees

  1,811   

Payable for custodian fees

  1,512   

Payable for distribution fees

  552   

Accrued expenses

  1,854   
  

 

 

 

Total liabilities

  159,454   
  

 

 

 

Net Assets

$ 11,963,979   
  

 

 

 

Net Assets Consist of:

Capital stock, $0.01 par value

$ 10,997   

Paid-in capital

  11,996,915   

Accumulated net investment income

  43,524   

Accumulated net realized loss from investments

  (588,235

Net unrealized appreciation on investments

  500,778   
  

 

 

 

Net Assets

$ 11,963,979   
  

 

 

 

Class A Shares:

Net asset value, redemption price per share ($2,726,739 / 251,261 shares)

  $10.85   
  

 

 

 

Maximum offering price per share (100/94.25 of $10.85)

  $11.51   
  

 

 

 

Class I Shares:

Net asset value, offering and redemption price per share ($9,237,240 / 848,474 shares)

  $10.89   
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

14


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Statement of Operations

For the Year Ended April 30, 2015

 

Investment Income

Dividends

$ 191,320   

Less: foreign taxes withheld

  (2,119

Interest

  106   
  

 

 

 

Total investment income

  189,307   
  

 

 

 

Expenses

Advisory fees (Note 2)

  111,404   

Administration and accounting fees (Note 2)

  73,670   

Transfer agent fees (Note 2)

  72,733   

Custodian fees (Note 2)

  26,995   

Audit fees

  24,283   

Printing and shareholder reporting fees

  11,606   

Registration and filing fees

  11,030   

Distribution fees (Class A) (Note 2)

  5,943   

Trustees’ and officers’ fees (Note 2)

  1,768   

Other expenses

  5,294   
  

 

 

 

Total expenses before waivers and reimbursements

  344,726   
  

 

 

 

Less: waivers and reimbursements (Note 2)

  (199,526
  

 

 

 

Net expenses after waivers and reimbursements

  145,200   
  

 

 

 

Net investment income

  44,107   
  

 

 

 

Net realized and unrealized gain/(loss) from investments:

Net realized loss from investments

  (579,395

Net change in unrealized appreciation/(depreciation) on investments

  371,844   
  

 

 

 

Net realized and unrealized loss on investments

  (207,551
  

 

 

 

Net decrease in net assets resulting from operations

$ (163,444
  

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

15


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Statements of Changes in Net Assets

 

  For the
Year Ended
April 30, 2015
  For the
Period Ended
April 30, 2014*
 

Increase/(Decrease) in net assets from operations:

Net investment income

$ 44,107    $ 2,090   

Net realized gain/(loss) from investments.

  (579,395   39,937   

Net change in unrealized appreciation/(depreciation) on investments

  371,844      128,934   
  

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

  (163,444   170,961   
  

 

 

   

 

 

 

Less Dividends and Distributions to Shareholders from:

Net investment income:

Class A Shares

         

Class I Shares

  (4,672     
  

 

 

   

 

 

 

Total net investment income

  (4,672     
  

 

 

   

 

 

 

Net realized capital gains:

Class A Shares

  (9,050     

Class I Shares

  (38,787     
  

 

 

   

 

 

 

Total net realized capital gains

  (47,837     
  

 

 

   

 

 

 

Net decrease in net assets from dividends and distributions to shareholders

  (52,509     
  

 

 

   

 

 

 

Increase in Net Assets Derived from Capital Share Transactions (Note 4)

  6,994,763      5,014,208   
  

 

 

   

 

 

 

Total increase in net assets

  6,778,810      5,185,169   
  

 

 

   

 

 

 

Net assets

Beginning of period

  5,185,169        
  

 

 

   

 

 

 

End of period

$ 11,963,979    $ 5,185,169   
  

 

 

   

 

 

 

Accumulated net investment income, end of period

$ 43,524    $ 3,149   
  

 

 

   

 

 

 

 

*

The Fund commenced operations on September 30, 2013.

 

The accompanying notes are an integral part of the financial statements.

 

16


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Financial Highlights

 

 

Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class A Shares  
     For the
Year Ended
April 30, 2015
    For the Period
September 30, 2013*
to April 30, 2014
 

Per Share Operating Performance

    

Net asset value, beginning of period

   $ 11.22      $ 10.00   
  

 

 

   

 

 

 

Net investment income(1)

  0.02      (2) 

Net realized and unrealized gain/(loss) on investments

  (0.35   1.22   
  

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

  (0.33   1.22   
  

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net realized gains

  (0.04     
  

 

 

   

 

 

 

Total dividends and distributions to shareholders

  (0.04     
  

 

 

   

 

 

 

Net asset value, end of period.

$ 10.85    $ 11.22   
  

 

 

   

 

 

 

Total investment return(3)

  (2.95 %)    12.10

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

$ 2,727    $ 1,649   

Ratio of expenses to average net assets.

  1.50   1.50 %(4) 

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

  3.44   16.06 %(4) 

Ratio of net investment income to average net assets

  0.20   0.04 %(4) 

Portfolio turnover rate

  101.90   36.00 %(6) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower.

(4) 

Annualized.

(5) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

17


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Financial Highlights (Continued)

 

 

Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.

 

 

     Class I Shares  
     For the
Year Ended
April 30, 2015
    For the Period
September 30, 2013*
to April 30, 2014
 

Per Share Operating Performance

    

Net asset value, beginning of period

   $ 11.23      $ 10.00   
  

 

 

   

 

 

 

Net investment income(1)

  0.05      0.02   

Net realized and unrealized gain/(loss) on investments

  (0.35   1.21   
  

 

 

   

 

 

 

Net increase/(decrease) in net assets resulting from operations

  (0.30   1.23   
  

 

 

   

 

 

 

Dividends and distributions to shareholders from:

Net investment income

  (2)      

Net realized gains

  (0.04     
  

 

 

   

 

 

 

Total dividends and distributions to shareholders

  (0.04     
  

 

 

   

 

 

 

Net asset value, end of period.

$ 10.89    $ 11.23   
  

 

 

   

 

 

 

Total investment return(3)

  (2.64 %)    12.30

Ratio/Supplemental Data

Net assets, end of period (000’s omitted)

$ 9,237    $ 3,537   

Ratio of expenses to average net assets.

  1.25   1.25 %(4) 

Ratio of expenses to average net assets without waivers and expense reimbursements(5)

  3.00   17.69 %(4) 

Ratio of net investment income to average net assets

  0.45   0.30 %(4) 

Portfolio turnover rate

  101.90   36.00 %(6) 

 

*

Commencement of operations.

(1) 

The selected per share data was calculated using the average shares outstanding method for the period.

(2) 

Amount is less than $0.005 per share.

(3) 

Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized.

(4) 

Annualized.

(5) 

During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2).

(6) 

Not annualized.

 

The accompanying notes are an integral part of the financial statements.

 

18


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Notes to Financial Statements

April 30, 2015

1. Organization and Significant Accounting Policies

The WHV/Seizert Small Cap Value Equity Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on September 30, 2013. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) of up to 1.00% may apply for investments of $1 million or more of Class A Shares of the Fund (and therefore no initial sales charge was paid) and shares are redeemed within 18 months after initial purchase. The CDSC shall not apply to those purchases of Class A Shares of $1 million or more where Foreside Funds Distributors LLC (the “Underwriter”) did not pay a commission to the selling broker-dealer. As of April 30, 2015, Class C shares had not been issued.

Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.

 

19


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

•    Level 1

quoted prices in active markets for identical securities;

•    Level 2

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

•    Level 3

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used, as of April 30, 2015, in valuing the Fund’s investments carried at fair value:

 

     Total
Value at
04/30/15
     Level 1
Quoted
Price
     Level 2
Other Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
 

Investments in Securities*

   $ 11,804,421       $ 11,804,421       $       $   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

* Please refer to Portfolio of Investments for details on portfolio holdings.

At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

For fair valuations using significant unobservable inputs, accounting principles generally accepted in the United States of America (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning

 

20


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.

For the year ended April 30, 2015, there were no transfers between Levels 1, 2 and 3 for the Fund.

Use of Estimates — The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.

Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.

 

21


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.

Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.

2. Transactions with Affiliates and Related Parties

WHV serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding 12b-1 fees and any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund fees and expenses” and brokerage commissions) do not exceed 1.25% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until September 30, 2016, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.

As of April 30, 2015, the amount of potential recovery was as follows:

 

Expiration

April 30, 2017

  

April 30, 2018

$119,158    $199,526

For the year ended April 30, 2015, the investment adviser earned and waived fees of $111,404 and reimbursed other fees of $88,122.

Seizert Capital Partners, LLC (“Seizert” or the “Sub-Adviser”) serves as the sub-adviser to the Fund. The Sub-Adviser provides certain services pursuant to a sub-advisory agreement among WHV, the Sub-Adviser and the Trust, on behalf of the Fund. Sub-Advisory fees are paid by WHV, not the Fund.

 

22


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of each Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.

BNY Mellon and the Custodian have the ability to recover amounts previously waived, if the Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.

Foreside Funds Distributors LLC (the “Underwriter”), provides principal underwriting services to the Fund.

The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Class A Shares.

The Trustees of the Trust who are not officers or employees of an investment adviser, sub-adviser or other service provider to the Trust receive compensation in the form of an annual retainer and per meeting fees for their services as a Trustee. The remuneration paid to the Trustees by the Fund during the year ended April 30, 2015 was $851. Certain employees of BNY Mellon serve as Officers of the Trust. They are not compensated by the Fund or the Trust.

3. Investment in Securities

For the year ended April 30, 2015, aggregate purchases and sales of investment securities (excluding U.S. Government and agency short-term investments and other short-term investments) of the Fund were as follows:

 

     Purchases      Sales  

Investment Securities

   $ 17,880,699       $ 10,666,412   

 

23


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

4. Capital Share Transactions

For the year ended April 30, 2015 and the period ended April 30, 2014, transactions in capital shares (authorized shares unlimited) were as follows:

 

     For the
Year Ended
April 30, 2015
    For the
Period Ended
April 30, 2014*
 
     Shares     Amount     Shares     Amount  

Class A Shares

        

Sales

     132,731      $ 1,430,087        146,978      $ 1,590,851   

Reinvestments

     784        8,234                 

Redemptions**

     (29,232     (313,822              
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

  104,283    $ 1,124,499      146,978    $ 1,590,851   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class I Shares

Sales

  935,288    $ 10,255,190      315,059    $ 3,423,543   

Reinvestments

  4,127      43,459             

Redemptions**

  (405,982   (4,428,385   (18   (186
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

  533,433    $ 5,870,264      315,041    $ 3,423,357   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net increase

  637,716    $ 6,994,763      462,019    $ 5,014,208   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*

The Fund commenced operations on September 30, 2013.

**

Prior to September 1, 2014, there was a 2.00% redemption fee that may have been charged on shares redeemed which had been held for 30 days or less. The redemption fee was retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in-capital. Effective September 1, 2014, this redemption fee was discontinued and is no longer charged. For the year ending April 30, 2015, there were no redemption fees charged.

5. Federal Tax Information

The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.

 

24


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Notes to Financial Statements (Continued)

April 30, 2015

In order to present net asset components on the Statement of Assets and Liabilities that more closely represent their tax character, certain reclassifications are made to the net asset components. Net investment income, net realized gains and net assets were not affected by these adjustments. The following permanent differences as of April 30, 2015, primarily attributable to the reclassification of REIT short term gain distribution to net investment income, were reclassified among the following accounts:

 

Increase/(Decrease)
Undistributed
Net Investment
Income

   Increase/(Decrease)
Accumulated
Net Realized
Loss
   Increase/(Decrease)
Additional
Paid-In Capital

$940

   $(940)    $—

The tax character of distributions paid by the Fund during the year ended April 30, 2015 was as follows:

 

Ordinary
Income
Dividend

   Long-Term
Capital Gain
Dividend

$52,491

   $18

For the year ended April 30, 2014, the Fund had no distributions paid. Distributions from net investment income and short-term gains are treated as ordinary income for federal income tax purposes.

As of April 30, 2015, the components of distributable earnings on a tax basis were as follows:

 

Capital Loss
Carryforward

   Undistributed
Ordinary Income
   Undistributed
Long-Term Gain
   Unrealized
Appreciation/
(Depreciation)
   Qualified
Late-Year
Losses
   Other Temporary
Differences

$(94,824)

   $44,939    $—    $229,810    $(222,445)    $(1,413)

The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.

As of April 30, 2015, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:

 

Federal tax cost

   $ 11,574,611     
  

 

 

   

 

Gross unrealized appreciation

$ 1,097,002   

Gross unrealized depreciation

  (867,192
  

 

 

   

 

Net unrealized depreciation

$ 229,810   
  

 

 

   

 

Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between

 

25


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Notes to Financial Statements (Concluded)

April 30, 2015

November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2015, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2015. For the year ended April 30, 2015, the Fund deferred to May 1, 2015 the following losses:

 

Late-Year Ordinary
Losses Deferral

   Short-Term Capital
Loss Deferral
   Long-Term Capital
Loss Deferral

$—

   $187,720    $34,725

Accumulated capital losses represent net capital loss carryforwards as of April 30, 2015 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2015, the Fund had capital loss carryforward of $94,824, of which $94,301 were short-term losses and $523 were long-term losses.

6. Subsequent Event

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

26


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of FundVantage Trust and Shareholders of the

WHV/Seizert Small Cap Value Equity Fund:

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the WHV/Seizert Small Cap Value Equity Fund (the “Fund”) at April 30, 2015, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the period September 30, 2013 (commencement of operations) through April 30, 2015, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (here after referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at April 30, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

June 26, 2015

 

27


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Shareholder Tax Information

(Unaudited)

The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise their shareholders of the U.S. federal tax status of distributions received by the Fund’s shareholders in respect of such fiscal year. During the year ended April 30, 2015, the Fund paid $52,491 ordinary income dividends and $18 of long-term capital gain dividends to shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.

The Fund designates 10.74% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.

The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 11.15%.

The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 0.02%.

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2014. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2015.

Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any.

In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.

 

28


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Other Information

(Unaudited)

Proxy Voting

Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 948-4685 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.

Quarterly Portfolio Schedules

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

Meeting of Shareholders

A Special Meeting of Shareholders (the “Meeting”) of the WHV/Seizert Small Cap Value Equity Fund (the “Fund”) was held on December 1, 2014 for the following purpose:

To approve a new sub-advisory agreement among Seizert Capital Partners, LLC, WHV Investments, Inc. and the Trust on behalf of the Fund (“Sub-Advisory Agreement”).

The Fund’s shareholders of record at the close of business on October 15, 2014 were entitled to attend or submit proxies. As of the record date, the Fund had 1,105,403 shares outstanding. At the meeting, shareholders approved the Sub-Advisory Agreement. The results of the voting for the proposal were as follows:

 

For

        Votes        

   Against
Votes
   Abstained
Votes
620,759.966    1,202.000    0

 

29


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Privacy Notice

(Unaudited)

The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.

We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or other third parties, except as permitted by law. We share only the information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financials and tax forms. Even with in FundVantage Trust and its affiliated entities, a limited number of people who actually service accounts will have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.

To ensure the highest degree of security and confidentiality, FundVantage Trust and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our web site.

If you have questions or comments about our privacy practices, please call us at (888) 948-4685.

 

30


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Fund Management

(Unaudited)

FundVantage Trust (the “Trust”) is governed by a Board of Trustees (the “Trustees”). The primary responsibility of the Trustees is to represent the interest of the Trust’s shareholders and to provide oversight management of the Trust.

The following tables present certain information regarding the Board of Trustees and officers of the Trust. Each person listed under “Interested Trustee” below is an “interested person” of the Trust, the Adviser, another investment adviser of a series of the Trust, or Foreside Funds Distributors LLC, the principal underwriter of the Trust (“Underwriter”), within the meaning of the 1940 Act. Each person who is not an “interested person” of the Trust, the Adviser or the Underwriter within the meaning of the 1940 Act is referred to as an “Independent Trustee” and is listed under such heading below. The address of each Trustee and officer as it relates to the Trust’s business is 301 Bellevue Parkway, 2nd Floor, Wilmington, DE 19809.

The Statement of Additional Information for each Fund contains additional information about the Trustees and is available, without charge, upon request, by calling (888) 948-4685.

 

Name

and Date of Birth

   Position(s) Held
with Trust
   Term of Office
and Length of
Time Served
   Principal Occupation(s)
During Past Five Years
  

Number of
Funds in

Trust Complex Overseen by
Trustee

   Other Directorships
Held by Trustee
INDEPENDENT TRUSTEES
           

ROBERT J. CHRISTIAN

Date of Birth: 2/49

  

Trustee and

Chairman of

the Board

   Shall serve until death, resignation or removal. Trustee and Chairman since 2007.    Retired since February 2006; Executive Vice President of Wilmington Trust Company from February 1996 to February 2006; President of Rodney Square Management Corporation (“RSMC”) (investment advisory firm) from 1996 to 2005; Vice President of RSMC from 2005 to 2006.    38    Optimum Fund Trust (registered investment company) (6 portfolios)
           

IQBAL MANSUR

Date of Birth: 6/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2007.    University Professor, Widener University.    38    None

 

31


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

   Position(s) Held
with Trust
   Term of Office
and Length of
Time Served
   Principal Occupation(s)
During Past Five Years
  

Number of
Funds in

Trust Complex Overseen by
Trustee

   Other Directorships
Held by Trustee
           

DONALD J. PUGLISI

Date of Birth: 8/45

   Trustee    Shall serve until death, resignation or removal. Trustee since 2008.    Managing Director of Puglisi & Associates (financial, administrative and consulting services) from 1973 to present; MBNA America Professor of Business Emeritus at the University of Delaware from 2001 to present; Commissioner, The State of Delaware Public Service Commission from 1997 to 2004.    38    None
           

STEPHEN M. WYNNE

Date of Birth: 1/55

   Trustee    Shall serve until death, resignation or removal. Trustee since 2009.    Retired since December 2010; Chief Executive Officer of US Funds Services, BNY Mellon Asset Servicing from July 2010 to December 2010; Chief Executive Officer of PNC Global Investment Servicing from March 2008 to July 2010; President, PNC Global Investment Servicing from 2003 to 2008.    38    Copeland Trust (registered investment company) (2 portfolios). Context Capital Funds (registered investment company)(1 portfolio)

 

32


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Fund Management (Continued)

(Unaudited)

 

Name

and Date of Birth

   Position(s) Held
with Trust
   Term of Office
and Length of
Time Served
   Principal Occupation(s)
During Past Five Years
  

Number of
Funds in

Trust Complex Overseen by
Trustee

   Other Directorships
Held by Trustee
INTERESTED TRUSTEE1
           

NANCY B. WOLCOTT

Date of Birth: 11/54

   Trustee    Shall serve until death, resignation or removal. Trustee since 2011.    Retired since May 2014; EVP, Head of GFI Client Service Delivery, BNY Mellon from January 2012 to May 2014; EVP, Head of US Funds Services, BNY Mellon from July 2010 to January 2012; President of PNC Global Investment Servicing from 2008 to July 2010; Chief Operating Officer of PNC Global Investment Servicing from 2007 to 2008; Executive Vice President of PFPC Worldwide Inc. from 2006 to 2007.    38    None

1Ms. Wolcott may be deemed an “interested person” of the Trust as that term is defined in the 1940 Act by reason of her former position as Executive Vice President of BNY Mellon Asset Servicing, the administrator and accounting agent and transfer agent to the Trust.

 

33


WHV/SEIZERT SMALL CAP VALUE EQUITY FUND

Fund Management (Concluded)

(Unaudited)

 

Name

and Date of Birth

  

Position(s) Held

with Trust

  

Term of Office

and Length of

Time Served

  

Principal Occupation(s)

During Past Five Years

EXECUTIVE OFFICERS
       

JOEL L. WEISS

Date of Birth: 1/63

   President and Chief Executive Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Managing Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1993.
       

JAMES G. SHAW

Date of Birth: 10/60

   Treasurer and Chief Financial Officer    Shall serve until death, resignation or removal. Officer since 2007.    Vice President and Senior Director of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 1995.
       

VINCENZO A. SCARDUZIO

Date of Birth: 4/72

   Secretary    Shall serve until death, resignation or removal. Officer since 2012.    Vice President and Counsel Regulatory Administration of BNY Mellon Investment Servicing (US) Inc. and predecessor firms since 2001.
       

DAVID C. LEBISKY

Date of Birth: 5/72

   Chief Compliance Officer    Shall serve until death, resignation or removal. Officer since 2015.    Senior Consultant, Freeh Group International Solutions, LLC (a global risk management firm) since 2015; Scotia Institutional Investments US, LP, Director of Regulatory Administration from 2010 to 2014.

 

34


 

[THIS PAGE INTENTIONALLY LEFT BLANK.]


Investment Adviser

WHV Investments, Inc.

301 Battery Street

Suite 400

San Francisco, CA 94111-3203

Sub-Adviser

Seizert Capital Partners, LLC

185 Oakland Avenue

Suite 100

Birmingham, MI 48009-3433

Administrator

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581

Principal Underwriter

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Custodian

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Two Commerce Square, Suite 1700

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Pepper Hamilton LLP

3000 Two Logan Square

18th and Arch Streets

Philadelphia, PA 19103

LOGO

As Sub-Advised by

 

LOGO

WHV/SEIZERT

SMALL CAP VALUE

EQUITY FUND

of

FundVantage Trust

Class A Shares

Class I Shares

ANNUAL REPORT

April 30, 2015

This report is submitted for the general information of the shareholders of the WHV/Seizert Small Cap Value Equity Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the WHV/Seizert Small Cap Value Equity Fund.

 

Sei001

 


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 persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party.

      (c)

There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, and that relates to any element of the code of ethics description.

      (d)

The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

The Audit Committee of the Board of Trustees currently is comprised of Robert J. Christian, Iqbal Mansur and Donald J. Puglisi, each of whom is considered “independent” within the meaning set forth under Item 3 of Form N-CSR. The Board of Trustees has determined that each member of the Audit Committee is an “audit committee financial expert” as such term is defined by Item 3 of Form N-CSR.

The Registrant’s Board of Trustees has determined that Mr. Christian acquired the attributes necessary to be considered an audit committee financial expert through his experience as chief investment officer of several large financial institutions and his service as a member of the audit committee of other registered investment companies.

The Registrant’s Board of Trustees has determined that Dr. Mansur acquired the attributes necessary to be considered an audit committee financial expert through his experience as a university professor of finance and because he has authored over 25 finance-related articles in peer reviewed publications.

The Registrant’s Board of Trustees has determined that Mr. Puglisi acquired the attributes necessary to be considered an audit committee financial expert through his experience as a university professor of business and a managing director of a financial services consulting firm.


Item 4. Principal Accountant Fees and Services.

Audit Fees

 

(a)

The aggregate fees billed for each of the last two fiscal years 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:

 

 

Fiscal Year 2014                

 

Fiscal Year 2015                

 

Pricewaterhouse Coopers        

LLP

 

$379,678

 

$446,750

 

Ernst & Young LLP

 

$113,300

 

$181,900

 

BBD LLP

 

$25,000

 

$35,000

 

Aggregate Fees

 

$517,978

 

$663,650

 

Audit-Related Fees

 

(b)

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 for 2014 and $0 2015.

Tax Fees

 

(c)

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:

 

 

Fiscal Year 2014                

 

Fiscal Year 2015                

 

Pricewaterhouse Coopers        

LLP

 

$0

 

$0

 

Ernst & Young LLP

 

$23,705

 

$19,041

 

BBD LLP

 

$5,000

 

$0

 

Aggregate Fees

 

$28,705

 

$19,041

 

 

 

[These fees were for the review of excise tax returns and Passive Foreign Investment Company (PFIC) analysis.]


All Other Fees

 

 (d)

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2014 and $15,000 for 2015 for security count due to affiliated Advisor.

  (e)(1)

Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The Registrant’s Audit Committee Charter requires the Audit Committee to (i) (a) approve prior to appointment the engagement of independent registered public accounting firm to annually audit and provide their opinion on the Registrant’s financial statements, (b) recommend to the Independent Trustees the selection, retention or termination of the Registrant’s independent registered public accounting firm and, (c) in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the independent registered public accounting firm; and (ii) to approve prior to appointment the engagement of the independent registered public accounting firm to provide other audit services to the Registrant, or to provide non-audit services to the Registrant, its series, an investment adviser to its series or any entity controlling, controlled by, or under common control with an investment adviser to its series (“adviser-affiliate”) that provides ongoing services to the Registrant if the engagement relates directly to the operations and financial reporting of the Registrant. The Audit Committee will not approve non-audit services that the Audit Committee believes may impair the independence of the Registrant’s independent registered public accountant. The Audit Committee may delegate, to the extent permitted by law, pre-approved responsibilities to one or more members of the Audit Committee who shall report to the full Audit Committee.

  (e)(2)

Not applicable.

 (g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered 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 for each of the last two fiscal years of the registrant were $0 for 2014 and $0 for 2015.

 (h)

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

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 report to shareholders filed under Item 1 of this form.

 

 (b) Not applicable.


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

Not applicable.

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

Not applicable.

 

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

Not applicable.

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

There have been no material changes to the procedures by which the 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 (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

 

      (a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, 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 (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

      (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of 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. Exhibits.

 

      (a)(1)

Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.


      (a)(2)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

      (a)(3)

Not applicable.

      (b)    

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.


SIGNATURES

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

 

(Registrant)

     FundVantage Trust

 

By (Signature and Title)*

       /s/ Joel L. Weiss

       Joel L. Weiss, President and
       Chief Executive Officer
       (principal executive officer)

 

Date

     07/01/2015

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

 

By (Signature and Title)*

       /s/ Joel L. Weiss

       Joel L. Weiss, President and
       Chief Executive Officer
       (principal executive officer)

 

Date

     07/01/2015

 

By (Signature and Title)*

       /s/ James G. Shaw

       James G. Shaw, Treasurer and
       Chief Financial Officer
       (principal financial officer)

 

Date

     07/01/2015

 

 

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