Investment Results & Returns - Retail Class
|
2
|
||
Investment Results & Returns - Institutional Class
|
3
|
||
Sector Allocation
|
4
|
||
Schedule of Investments
|
5
|
||
Statement of Assets and Liabilities
|
8
|
||
Statement of Operations
|
9
|
||
Statements of Changes in Net Assets
|
10
|
||
Financial Highlights
|
12
|
||
Notes to Financial Statements
|
14
|
||
Expense Examples
|
22
|
||
Additional Information
|
24
|
||
Privacy Notice
|
25
|
INVESTMENT RESULTS (Unaudited)
|
One Year
|
Five Years
|
Ten Years
|
|
Becker Value Equity Fund – Retail Class
|
2.42%
|
6.44%
|
8.73%
|
Russell 1000® Value Index
|
1.21%
|
7.75%
|
9.13%
|
INVESTMENT RESULTS (Unaudited) (Continued)
|
One Year
|
Five Years
|
Ten Years
|
|
Becker Value Equity Fund – Institutional Class
|
2.47%
|
6.55%
|
8.87%
|
Russell 1000® Value Index
|
1.21%
|
7.75%
|
9.13%
|
SECTOR ALLOCATION at April 30, 2023 (Unaudited)
|
Sector
|
% of Net Assets
|
|||
|
||||
Health Care
|
17.5
|
%
|
||
Information Technology
|
16.4
|
%
|
||
Financials
|
14.2
|
%
|
||
Industrials
|
10.3
|
%
|
||
Consumer Staples
|
7.5
|
%
|
||
Energy
|
7.4
|
%
|
||
Communication Services
|
6.9
|
%
|
||
Materials
|
5.0
|
%
|
||
Consumer Discretionary
|
4.5
|
%
|
||
Cash 1
|
4.5
|
%
|
||
Utilities
|
4.3
|
%
|
||
Real Estate
|
1.5
|
%
|
||
Total
|
100.0
|
%
|
1
|
Represents short-term investments, cash and other assets in excess of liabilities.
|
SCHEDULE OF INVESTMENTS at April 30, 2023 (Unaudited)
|
Shares
|
Value
|
||||||
COMMON STOCKS: 95.5%
|
|||||||
Communication Services: 6.9%
|
|||||||
10,015
|
Alphabet, Inc. -
|
||||||
Class A 1
|
$
|
1,075,010
|
|||||
7,735
|
Meta Platforms,
|
||||||
Inc. - Class A 1
|
1,858,875
|
||||||
10,065
|
The Walt
|
||||||
Disney Co. 1
|
1,031,663
|
||||||
37,795
|
Verizon
|
||||||
Communications,
|
|||||||
Inc.
|
1,467,580
|
||||||
66,535
|
Warner Bros
|
||||||
Discovery, Inc. 1
|
905,541
|
||||||
6,338,669
|
|||||||
Consumer Discretionary: 4.5%
|
|||||||
9,505
|
Amazon.com, Inc. 1
|
1,002,302
|
|||||
550
|
AutoZone, Inc. 1
|
1,464,821
|
|||||
2,844
|
The Home
|
||||||
Depot, Inc.
|
854,736
|
||||||
7,490
|
Starbucks Corp.
|
856,032
|
|||||
4,177,891
|
|||||||
Consumer Staples: 7.5%
|
|||||||
16,380
|
Lamb Weston
|
||||||
Holdings, Inc.
|
1,831,448
|
||||||
13,545
|
The Procter &
|
||||||
Gamble Co.
|
2,118,167
|
||||||
14,800
|
Tyson Foods,
|
||||||
Inc. - Class A
|
924,852
|
||||||
13,378
|
Walmart, Inc.
|
2,019,676
|
|||||
6,894,143
|
|||||||
Energy: 7.4%
|
|||||||
40,117
|
Baker Hughes Co.
|
1,173,021
|
|||||
7,827
|
Chevron Corp.
|
1,319,475
|
|||||
11,455
|
Exxon Mobil Corp.
|
1,355,585
|
|||||
67,535
|
Kinder Morgan, Inc.
|
1,158,225
|
|||||
29,306
|
Shell PLC - ADR
|
1,816,386
|
|||||
6,822,692
|
|||||||
Financials: 14.2%
|
|||||||
8,860
|
Berkshire Hathaway,
|
||||||
Inc. - Class B 1
|
2,910,953
|
||||||
4,095
|
BlackRock, Inc.
|
2,748,564
|
|||||
35,730
|
The Charles
|
||||||
Schwab Corp.
|
|
1,866,535
|
|||||
9,310
|
Chubb Ltd.
|
1,876,524
|
|||||
5,150
|
The Goldman
|
||||||
Sachs Group, Inc.
|
1,768,716
|
||||||
13,050
|
JPMorgan
|
||||||
Chase & Co.
|
1,804,032
|
||||||
12,975,324
|
|||||||
Health Care: 17.5%
|
|||||||
12,875
|
Johnson & Johnson
|
2,107,638
|
|||||
134,595
|
Koninklijke
|
||||||
Philips NV
|
2,842,646
|
||||||
6,030
|
McKesson Corp.
|
2,196,367
|
|||||
16,520
|
Medtronic PLC
|
1,502,494
|
|||||
14,685
|
Merck & Co., Inc.
|
1,695,677
|
|||||
40,405
|
Pfizer, Inc.
|
1,571,351
|
|||||
13,427
|
Quest
|
||||||
Diagnostics, Inc.
|
1,863,802
|
||||||
43,805
|
Sanofi - ADR
|
2,350,138
|
|||||
16,130,113
|
|||||||
Industrials: 10.3%
|
|||||||
26,335
|
Alaska Air
|
||||||
Group, Inc. 1
|
1,144,519
|
||||||
38,685
|
Carrier Global Corp.
|
1,617,807
|
|||||
11,155
|
Eaton Corp PLC
|
1,864,224
|
|||||
109,060
|
Embraer
|
||||||
SA - ADR 1
|
1,684,977
|
||||||
5,710
|
General
|
||||||
Dynamics Corp.
|
1,246,721
|
||||||
18,721
|
Raytheon
|
||||||
Technologies Corp.
|
1,870,228
|
||||||
9,428,476
|
|||||||
Information Technology: 16.4%
|
|||||||
16,580
|
Apple, Inc.
|
2,813,295
|
|||||
22,260
|
Blackbaud, Inc. 1
|
1,543,842
|
|||||
54,045
|
Cisco Systems, Inc.
|
2,553,626
|
|||||
12,430
|
Microsoft Corp.
|
3,819,242
|
|||||
18,625
|
PayPal
|
||||||
Holdings, Inc. 1
|
1,415,500
|
||||||
14,305
|
QUALCOMM, Inc.
|
1,670,824
|
|||||
6,495
|
salesforce.com, Inc. 1
|
1,288,413
|
|||||
15,104,742
|
SCHEDULE OF INVESTMENTS at April 30, 2023 (Unaudited)
(Continued)
|
Shares
|
Value
|
||||||
Materials: 5.0%
|
|||||||
6,425
|
Air Products and
|
||||||
Chemicals, Inc.
|
$
|
1,891,263
|
|||||
24,680
|
Methanex Corp.
|
1,105,417
|
|||||
32,945
|
Newmont
|
||||||
Goldcorp Corp.
|
1,561,593
|
||||||
4,558,273
|
|||||||
Real Estate: 1.5%
|
|||||||
22,345
|
Realty Income
|
||||||
Corp. - REIT
|
1,404,160
|
||||||
Utilities: 4.3%
|
|||||||
51,475
|
FirstEnergy Corp.
|
2,048,705
|
|||||
25,715
|
The Southern Co.
|
1,891,338
|
|||||
3,940,043
|
|||||||
TOTAL COMMON STOCKS
|
|||||||
(Cost $61,145,532)
|
87,774,526
|
||||||
SHORT-TERM INVESTMENTS: 4.4%
|
|||||||
4,040,397
|
First American
|
||||||
Government
|
|||||||
Obligations
|
|||||||
Fund - Class X,
|
|||||||
4.725% 2
|
|
4,040,397
|
|||||
TOTAL SHORT-TERM
|
|||||||
INVESTMENTS
|
|||||||
(Cost $4,040,397)
|
4,040,397
|
||||||
TOTAL INVESTMENTS
|
|||||||
IN SECURITIES: 99.9%
|
|||||||
(Cost $65,185,929)
|
91,814,923
|
||||||
Other Assets in Excess
|
|||||||
of Liabilities: 0.1%
|
85,695
|
||||||
TOTAL NET ASSETS: 100.0%
|
$
|
91,900,618
|
1
|
Non-income producing security.
|
2
|
Annualized seven-day effective yield as of April 30, 2023.
|
STATEMENT OF ASSETS AND LIABILITIES at April 30, 2023 (Unaudited)
|
ASSETS
|
||||
Investments in securities, at value (cost $65,185,929)
|
$
|
91,814,923
|
||
Cash
|
13,050
|
|||
Receivables:
|
||||
Fund shares sold
|
14,210
|
|||
Dividends and interest
|
158,735
|
|||
Prepaid expenses
|
25,630
|
|||
Total assets
|
92,026,548
|
|||
LIABILITIES
|
||||
Payables
|
||||
Fund shares redeemed
|
35,186
|
|||
Service fees - Retail class
|
29,226
|
|||
Investment advisory fees, net
|
22,915
|
|||
Audit fees
|
12,587
|
|||
Accounting fees
|
5,363
|
|||
Transfer agent fees
|
5,248
|
|||
Administration fees
|
5,139
|
|||
Reports to shareholders
|
5,004
|
|||
Trustee fees
|
2,952
|
|||
Chief Compliance Officer fees
|
1,234
|
|||
Custody fees
|
729
|
|||
Registration fees
|
347
|
|||
Total liabilities
|
125,930
|
|||
NET ASSETS
|
$
|
91,900,618
|
||
Commitments and contingencies (Note 3)
|
$
|
—
|
||
COMPONENTS OF NET ASSETS
|
||||
Paid-in capital
|
$
|
58,684,508
|
||
Total distributable (accumulated) earnings (losses)
|
33,216,110
|
|||
Total net assets
|
$
|
91,900,618
|
||
COMPONENTS OF NET ASSET VALUE
|
||||
RETAIL CLASS
|
||||
Net assets
|
$
|
28,270,836
|
||
Shares of beneficial interest issued and outstanding
|
1,485,867
|
|||
Net asset value, offering and redemption price per share
|
$
|
19.03
|
||
INSTITUTIONAL CLASS
|
||||
Net assets
|
$
|
63,629,782
|
||
Shares of beneficial interest issued and outstanding
|
3,328,810
|
|||
Net asset value, offering and redemption price per share
|
$
|
19.11
|
STATEMENT OF OPERATIONS For the Six Months Ended April
30, 2023 (Unaudited)
|
INVESTMENT INCOME
|
||||
Income:
|
||||
Dividends from investments
|
||||
(net of foreign withholding tax and issuance fees of $5,151)
|
$
|
757,007
|
||
Interest
|
59,086
|
|||
Total investment income
|
816,093
|
|||
EXPENSES
|
||||
Investment advisory fees
|
258,117
|
|||
Administration fees
|
37,454
|
|||
Transfer agent fees
|
28,680
|
|||
Accounting fees
|
21,584
|
|||
Registration fees
|
16,757
|
|||
Miscellaneous expenses
|
14,229
|
|||
Service fees – Retail Class
|
14,114
|
|||
Audit fees
|
12,522
|
|||
Trustees fees
|
9,517
|
|||
Chief Compliance Officer fees
|
7,443
|
|||
Reports to shareholders
|
5,166
|
|||
Legal fees
|
4,622
|
|||
Insurance expenses
|
2,827
|
|||
Custody fees
|
3,373
|
|||
Interest expenses
|
1,091
|
|||
Total expenses
|
437,496
|
|||
Less: fees waived
|
(104,257
|
)
|
||
Net expenses
|
333,239
|
|||
Net investment income (loss)
|
482,854
|
|||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
|
||||
Net realized gain (loss) on investments
|
6,338,821
|
|||
Net change in unrealized appreciation/depreciation on investments
|
(1,578,527
|
)
|
||
Net realized and unrealized gain (loss) on investments
|
4,760,294
|
|||
Net increase (decrease) in net assets resulting from operations
|
$
|
5,243,148
|
STATEMENTS OF CHANGES IN NET ASSETS
|
Six Months
|
||||||||
Ended
|
||||||||
April 30,
|
Year Ended
|
|||||||
2023
|
October 31,
|
|||||||
(Unaudited)
|
2022
|
|||||||
INCREASE (DECREASE) IN NET ASSETS FROM:
|
||||||||
OPERATIONS
|
||||||||
Net investment income (loss)
|
$
|
482,854
|
$
|
1,515,715
|
||||
Net realized gain (loss) on investments
|
6,338,821
|
9,408,480
|
||||||
Net change in unrealized appreciation/depreciation
|
||||||||
on investments
|
(1,578,527
|
)
|
(19,730,340
|
)
|
||||
Net increase (decrease) in net assets
|
||||||||
resulting from operations
|
5,243,148
|
(8,806,145
|
)
|
|||||
DISTRIBUTIONS TO SHAREHOLDERS
|
||||||||
Distributions to shareholders – Retail Class
|
(2,229,878
|
)
|
(3,731,079
|
)
|
||||
Distributions to shareholders – Institutional Class
|
(5,207,768
|
)
|
(12,686,201
|
)
|
||||
Total distributions to shareholders
|
(7,437,646
|
)
|
(16,417,280
|
)
|
||||
CAPITAL SHARE TRANSACTIONS
|
||||||||
Increase (decrease) in net assets derived from net change
|
||||||||
in outstanding shares – Retail Class 1
|
293,941
|
870,544
|
||||||
Increase (decrease) in net assets derived from net change
|
||||||||
in outstanding shares – Institutional Class 1
|
(8,683,348
|
)
|
(23,564,982
|
)
|
||||
Total increase (decrease) in net assets
|
||||||||
from capital share transactions
|
(8,389,407
|
)
|
(22,694,438
|
)
|
||||
Total increase (decrease) in net assets
|
(10,583,905
|
)
|
(47,917,863
|
)
|
||||
NET ASSETS
|
||||||||
Beginning of period/year
|
$
|
102,484,523
|
$
|
150,402,386
|
||||
End of period/year
|
$
|
91,900,618
|
$
|
102,484,523
|
STATEMENTS OF CHANGES IN NET ASSETS (Continued)
|
1
|
Summary of share transactions is as follows:
|
Six Months Ended
|
|||||||||||||||||
April 30, 2023
|
Year Ended
|
||||||||||||||||
(Unaudited)
|
October 31, 2022
|
||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||
Retail Class:
|
|||||||||||||||||
Shares sold
|
24,935
|
$
|
473,813
|
127,564
|
$
|
2,638,142
|
|||||||||||
Shares issued
|
|||||||||||||||||
in reinvestment
|
|||||||||||||||||
of distributions
|
119,030
|
2,200,857
|
173,620
|
3,680,736
|
|||||||||||||
Shares redeemed
|
(123,948
|
)
|
(2,380,729
|
)
|
(265,025
|
)
|
(5,448,334
|
)
|
|||||||||
Net increase (decrease)
|
20,017
|
$
|
293,941
|
36,159
|
$
|
870,544
|
|||||||||||
Beginning of year
|
1,465,850
|
1,429,691
|
|||||||||||||||
End of year
|
1,485,867
|
1,465,850
|
|||||||||||||||
Six Months Ended
|
|||||||||||||||||
April 30, 2023
|
Year Ended
|
||||||||||||||||
(Unaudited)
|
October 31, 2022
|
||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||
Institutional Class:
|
|||||||||||||||||
Shares sold
|
61,718
|
$
|
1,163,936
|
272,673
|
$
|
5,759,865
|
|||||||||||
Shares issued
|
|||||||||||||||||
in reinvestment
|
|||||||||||||||||
of distributions
|
273,854
|
5,085,467
|
587,478
|
12,495,664
|
|||||||||||||
Shares redeemed
|
(752,773
|
)
|
(14,932,751
|
)
|
(2,043,414
|
)
|
(41,820,511
|
)
|
|||||||||
Net increase (decrease)
|
(417,201
|
)
|
$
|
(8,683,348
|
)
|
(1,183,263
|
)
|
$
|
(23,564,982
|
)
|
|||||||
Beginning of year
|
3,746,011
|
4,929,274
|
|||||||||||||||
End of year
|
3,328,810
|
3,746,011
|
FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each period/year
|
Six Months
|
||||||||||||||||||||||||
Ended
|
||||||||||||||||||||||||
April 30,
|
||||||||||||||||||||||||
2023
|
Year Ended October 31,
|
|||||||||||||||||||||||
(Unaudited)
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||||||||||||||
Net asset value,
|
||||||||||||||||||||||||
beginning of period/year
|
$
|
19.61
|
$
|
23.59
|
$
|
16.43
|
$
|
17.94
|
$
|
18.66
|
$
|
19.42
|
||||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
||||||||||||||||||||||||
Net investment
|
||||||||||||||||||||||||
income (loss) 1
|
0.09
|
0.23
|
0.31
|
0.33
|
0.34
|
0.33
|
||||||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||||||
gain (loss) on investments
|
0.89
|
(1.60
|
)
|
7.31
|
(1.43
|
)
|
0.36
|
(0.10
|
)
|
|||||||||||||||
Total from
|
||||||||||||||||||||||||
investment operations
|
0.98
|
(1.37
|
)
|
7.62
|
(1.10
|
)
|
0.70
|
0.23
|
||||||||||||||||
LESS DISTRIBUTIONS:
|
||||||||||||||||||||||||
Distributions from net
|
||||||||||||||||||||||||
investment income
|
(0.29
|
)
|
(0.28
|
)
|
(0.46
|
)
|
(0.41
|
)
|
(0.36
|
)
|
(0.28
|
)
|
||||||||||||
Distributions from net
|
||||||||||||||||||||||||
realized gain (loss)
|
(1.27
|
)
|
(2.33
|
)
|
—
|
—
|
(1.06
|
)
|
(0.71
|
)
|
||||||||||||||
Total distributions
|
(1.56
|
)
|
(2.61
|
)
|
(0.46
|
)
|
(0.41
|
)
|
(1.42
|
)
|
(0.99
|
)
|
||||||||||||
Proceeds from
|
||||||||||||||||||||||||
redemption fees
|
—
|
—
|
0.00
|
2
|
0.00
|
2
|
0.00
|
2
|
0.00
|
2
|
||||||||||||||
Net asset value,
|
||||||||||||||||||||||||
end of period/year
|
$
|
19.03
|
$
|
19.61
|
$
|
23.59
|
$
|
16.43
|
$
|
17.94
|
$
|
18.66
|
||||||||||||
Total return
|
5.29
|
%3
|
(6.63
|
)%
|
47.10
|
%
|
(6.36
|
)%
|
4.64
|
%
|
0.99
|
%
|
||||||||||||
SUPPLEMENTAL DATA:
|
||||||||||||||||||||||||
Net assets, end of period/
|
||||||||||||||||||||||||
year (000’s omitted)
|
$
|
28,271
|
$
|
28,743
|
$
|
33,722
|
$
|
25,880
|
$
|
55,948
|
$
|
94,554
|
||||||||||||
Portfolio turnover rate
|
15
|
%3
|
28
|
%
|
28
|
%
|
34
|
%
|
37
|
%
|
38
|
%
|
||||||||||||
Ratios to average net assets:
|
||||||||||||||||||||||||
Expenses before
|
||||||||||||||||||||||||
fees waived
|
1.00
|
%4
|
0.93
|
%
|
0.88
|
%
|
0.88
|
%
|
0.80
|
%
|
0.78
|
%
|
||||||||||||
Expenses after
|
||||||||||||||||||||||||
fees waived
|
0.78
|
%4
|
0.78
|
%
|
0.78
|
%
|
0.78
|
%
|
0.78
|
%
|
0.78
|
%
|
||||||||||||
Net investment
|
||||||||||||||||||||||||
income (loss)
|
0.94
|
%4
|
1.13
|
%
|
1.48
|
%
|
1.94
|
%
|
1.99
|
%
|
1.69
|
%
|
1
|
Calculated using the average shares outstanding method.
|
2
|
Does not round to $0.01 or $(0.01), as applicable.
|
3
|
Not annualized.
|
4
|
Annualized.
|
FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each period/year
|
Six Months
|
||||||||||||||||||||||||
Ended
|
||||||||||||||||||||||||
April 30,
|
||||||||||||||||||||||||
2023
|
Year Ended October 31,
|
|||||||||||||||||||||||
(Unaudited)
|
2022
|
2021
|
2020
|
2019
|
2018
|
|||||||||||||||||||
Net asset value,
|
||||||||||||||||||||||||
beginning of period/year
|
$
|
19.69
|
$
|
23.67
|
$
|
16.49
|
$
|
18.01
|
$
|
18.73
|
$
|
19.49
|
||||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
||||||||||||||||||||||||
Net investment income 1
|
0.10
|
0.25
|
0.33
|
0.35
|
0.36
|
0.35
|
||||||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||||||
gain (loss) on investments
|
0.89
|
(1.59
|
)
|
7.33
|
(1.43
|
)
|
0.37
|
(0.10
|
)
|
|||||||||||||||
Total from
|
||||||||||||||||||||||||
investment operations
|
0.99
|
(1.34
|
)
|
7.66
|
(1.08
|
)
|
0.73
|
0.25
|
||||||||||||||||
LESS DISTRIBUTIONS:
|
||||||||||||||||||||||||
Distributions from net
|
||||||||||||||||||||||||
investment income
|
(0.30
|
)
|
(0.31
|
)
|
(0.48
|
)
|
(0.44
|
)
|
(0.39
|
)
|
(0.30
|
)
|
||||||||||||
Distributions from
|
||||||||||||||||||||||||
net realized gain
|
(1.27
|
)
|
(2.33
|
)
|
—
|
—
|
(1.06
|
)
|
(0.71
|
)
|
||||||||||||||
Total distributions
|
(1.57
|
)
|
(2.64
|
)
|
(0.48
|
)
|
(0.44
|
)
|
(1.45
|
)
|
(1.01
|
)
|
||||||||||||
Proceeds from
|
||||||||||||||||||||||||
redemption fees
|
—
|
—
|
0.00
|
2
|
0.00
|
2
|
0.00
|
2
|
0.00
|
2
|
||||||||||||||
Net asset value,
|
||||||||||||||||||||||||
end of period/year
|
$
|
19.11
|
$
|
19.69
|
$
|
23.67
|
$
|
16.49
|
$
|
18.01
|
$
|
18.73
|
||||||||||||
Total return
|
5.28
|
%3
|
(6.51
|
)%
|
47.22
|
%
|
(6.27
|
)%
|
4.76
|
%
|
1.11
|
%
|
||||||||||||
SUPPLEMENTAL DATA:
|
||||||||||||||||||||||||
Net assets, end of period/
|
||||||||||||||||||||||||
year (000’s omitted)
|
$
|
63,630
|
$
|
73,741
|
$
|
116,680
|
$
|
84,483
|
$
|
226,701
|
$
|
280,779
|
||||||||||||
Portfolio turnover rate
|
15
|
%3
|
28
|
%
|
28
|
%
|
34
|
%
|
37
|
%
|
38
|
%
|
||||||||||||
Ratios to average net assets:
|
||||||||||||||||||||||||
Expenses before
|
||||||||||||||||||||||||
fees waived
|
0.90
|
%4
|
0.82
|
%
|
0.78
|
%
|
0.78
|
%
|
0.70
|
%
|
0.68
|
%
|
||||||||||||
Expenses after
|
||||||||||||||||||||||||
fees waived
|
0.68
|
%4
|
0.68
|
%
|
0.68
|
%
|
0.68
|
%
|
0.68
|
%
|
0.68
|
%
|
||||||||||||
Net investment
|
||||||||||||||||||||||||
income (loss)
|
1.07
|
%4
|
1.23
|
%
|
1.57
|
%
|
2.03
|
%
|
2.09
|
%
|
1.78
|
%
|
1
|
Calculated using the average shares outstanding method.
|
2
|
Does not round to $0.01 or $(0.01), as applicable.
|
3
|
Not annualized.
|
4
|
Annualized.
|
NOTES TO FINANCIAL STATEMENTS April 30, 2023 (Unaudited)
|
NOTE 1 – ORGANIZATION
|
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
|
A.
|
Security Valuation. All equity securities, which may include Real Estate Investment Trusts (“REITs”), Business Development Companies (“BDCs”) and Master Limited
Partnerships (“MLPs”), that are traded on U.S. or foreign national securities exchanges, are valued at the last reported sale price on the exchange on which the security is principally traded or the exchange’s official closing price, if
applicable. If, on a particular day, an exchange-traded security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities, which may include REITs, BDCs and MLPs that are not traded
on a listed exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used.
|
NOTES TO FINANCIAL STATEMENTS April 30, 2023 (Unaudited) (Continued)
|
Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees (the “Board”) has adopted a Valuation Policy designating Becker Capital Management, Inc. (the “Advisor”) as the Fund's Valuation Designee. Under
Rule 2a-5, the Valuation Designee shall determine the fair value of securities for which readily available market quotes are not available in accordance with procedures approved by the Board.
|
||
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods.
|
||
The three levels of inputs are:
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
|
||
Level 2 –
|
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument
on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.
|
||
Level 3 –
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in
valuing the asset or liability; and would be based on the best information available.
|
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet
established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
|
||
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value
measurements fall in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
|
NOTES TO FINANCIAL STATEMENTS April 30, 2023 (Unaudited)
(Continued)
|
The following is a summary of the inputs used to value the Fund’s investments as of April 30, 2023. See the Schedule of Investments for sector breakouts.
|
Description
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||
Common Stocks
|
$
|
87,774,526
|
$
|
—
|
$
|
—
|
$
|
87,774,526
|
||||||||||
Short-Term
|
||||||||||||||||||
Investments
|
4,040,397
|
—
|
—
|
4,040,397
|
||||||||||||||
Total Investments
|
||||||||||||||||||
in Securities
|
$
|
91,814,923
|
$
|
—
|
$
|
—
|
$
|
91,814,923
|
B.
|
Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of
valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not isolate that
portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments. The Fund reports net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities
transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange
gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at fiscal period end, resulting from changes in exchange rates.
|
|
C.
|
Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its
shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made.
|
|
In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends in each calendar year at least 98.0% of its net investment income
(earned during the calendar year) and at least 98.2% of its net
|
NOTES TO FINANCIAL STATEMENTS April 30, 2023 (Unaudited) (Continued)
|
realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
|
||
Net capital losses incurred after October 31, and within the taxable year, are deemed to arise on the first business day of the Fund’s next taxable year. Net investment losses incurred after December 31, and
within the taxable year, are deemed to arise on the first business day of the Fund’s next taxable year. As of the most recent fiscal year end October 31, 2022, the Fund had no late year losses or capital loss carry-forwards.
|
||
As of April 30, 2023, the Fund did not have any tax positions that did not meet the “more likely-than-not” threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine
all the tax returns filed for the last three years. The Fund identifies its major tax jurisdictions as U.S. Federal and the Commonwealth of Massachusetts. As of April 30, 2023, the Fund was not aware of any tax positions for which it is
reasonably possible that the total amounts of unrecognized tax benefits will change materially.
|
||
D.
|
Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities
are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-
dividend date. Dividends received from REITs and MLPs are generally comprised of ordinary income, capital gains and may include return of capital. Interest income is recorded on an accrual basis. Other non- cash dividends are recognized as
investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Trust’s understanding of the applicable country’s tax rules and rates.
|
|
E.
|
Distributions to Shareholders. Distributions to shareholders from net investment income and net realized gains on securities for the Fund normally are declared and paid
on an annual basis. Distributions are recorded on the ex-dividend date.
|
|
F.
|
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
|
NOTES TO FINANCIAL STATEMENTS April 30, 2023 (Unaudited)
(Continued)
|
G.
|
Share Valuation. The net asset value (“NAV”) per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and
other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding of the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock
Exchange is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value per share. The Fund charges a 1.00% redemption fee on shares held less than 30 days. These fees are deducted from
the redemption proceeds otherwise payable to the shareholder. The Fund will retain the fee charged as paid-in capital and such fees become part of the Fund’s daily NAV calculation.
|
|
H.
|
Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses.
The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
|
|
I.
|
Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board approved Liquidity Risk Management Program (“LRMP”) that requires, among
other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions
in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.
|
|
J.
|
Recently Issued Accounting Pronouncements. In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair
Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new
disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently
evaluating the impact of these amendments on the financial statements.
|
NOTES TO FINANCIAL STATEMENTS April 30, 2023 (Unaudited)
(Continued)
|
K.
|
Subsequent Events. In preparing these financial statements, the Fund have evaluated events and transactions for potential recognition or disclosure through the date the
financial statements were issued. The Fund has determined that there were no subsequent events that would need to be disclosed in the Fund’s financial statements.
|
Year of Expiration
|
Amount
|
||||
October 31, 2023
|
$
|
116,783
|
|||
October 31, 2024
|
143,772
|
||||
October 31, 2025
|
175,841
|
||||
April 30, 2026
|
104,257
|
NOTES TO FINANCIAL STATEMENTS April 30, 2023 (Unaudited)
(Continued)
|
NOTE 4 – PURCHASES AND SALES OF SECURITIES
|
NOTE 5 – DISTRIBUTIONS TO SHAREHOLDERS
|
2023
|
2022
|
|||||||
Ordinary Income
|
$
|
1,412,584
|
$
|
5,028,753
|
||||
Long-term capital gain
|
6,025,062
|
11,388,527
|
NOTES TO FINANCIAL STATEMENTS April 30, 2023 (Unaudited) (Continued)
|
Cost of investments
|
$
|
74,275,172
|
||
Gross tax unrealized appreciation
|
29,625,441
|
|||
Gross tax unrealized depreciation
|
(1,417,920
|
)
|
||
Gross tax unrealized appreciation/depreciation
|
28,207,521
|
|||
Undistributed ordinary income
|
1,178,071
|
|||
Undistributed long-term capital gain
|
6,025,016
|
|||
Total distributable earnings
|
7,203,087
|
|||
Other accumulated gain (loss)
|
—
|
|||
Total distributable (accumulated) earnings (losses)
|
$
|
35,410,608
|
NOTE 6 – CREDIT FACILITY
|
Maximum available credit
|
$
|
8,000,000
|
||
Largest amount outstanding on an individual day
|
2,164,000
|
|||
Average balance when in use
|
884,333
|
|||
Credit facility outstanding as of April 30, 2023
|
—
|
|||
Average interest rate when in use
|
7.00
|
%
|
EXPENSE EXAMPLES For the Six Months Ended April 30, 2023
(Unaudited)
|
EXPENSE EXAMPLES For the Six Months Ended April 30, 2023
(Unaudited) (Continued)
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During the Period
|
|
Class
|
11/1/22
|
4/30/23
|
11/1/22 - 4/30/23*
|
Retail
|
|||
Actual
|
$1,000.00
|
$1,052.90
|
$3.97
|
Hypothetical (5% return
|
|||
before expenses)
|
1,000.00
|
1,020.93
|
3.91
|
Institutional
|
|||
Actual
|
1,000.00
|
1,052.80
|
3.46
|
Hypothetical (5% return
|
|||
before expenses)
|
1,000.00
|
1,021.42
|
3.41
|
*
|
The calculations are based on expenses incurred during the most recent six-month period for the Fund. The annualized expense ratios for the most recent six-month period for the Fund’s Retail Class and
Institutional Class were 0.78% and 0.68% (reflecting fee waivers in effect), respectively. The dollar amounts shown as expenses paid for the Fund are equal to the annualized six-month expense ratio multiplied by the average account value
during the period, multiplied by 181 (the number of days in the most recent six-month period) and divided by 365 (the number of days in the fiscal year).
|
INFORMATION ABOUT THE FUND’S TRUSTEES (Unaudited)
|
INFORMATION ABOUT PROXY VOTING (Unaudited)
|
INFORMATION ABOUT THE PORTFOLIO HOLDINGS (Unaudited)
|
INFORMATION ABOUT HOUSEHOLDING (Unaudited)
|
PRIVACY NOTICE (Unaudited)
|
•
|
Information we receive about you on applications or other forms;
|
|
•
|
Information you give us orally; and
|
|
•
|
Information about your transactions with us or others.
|
Ticker
|
CUSIP
|
|
Retail Class
|
BVEFX
|
74316J516
|
Institutional Class
|
BVEIX
|
74316J490
|
(a)
|
The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of
this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are
effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the fiscal period covered by this report that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit.
Incorporated by reference to previous Form N-CSR filing.
|
1.
|
I have reviewed this report on Form N-CSR of Professionally Managed Portfolios;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the fiscal period covered by this report that has materially affected, or is reasonably likely to materially affect,
the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: July 6, 2023
|
/s/ Jason Hadler
Jason Hadler
President/Principal Executive Officer |
1.
|
I have reviewed this report on Form N-CSR of Professionally Managed Portfolios;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the fiscal period covered by this report that has materially affected, or is reasonably likely to materially affect,
the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and
report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: July 6, 2023
|
/s/ Craig Benton
Craig Benton Treasurer/Principal Financial Officer |
/s/ Jason Hadler
Jason Hadler
President/Principal Executive Officer, Professionally Managed Portfolios
|
/s/ Craig Benton
Craig Benton
Treasurer/Principal Financial Officer, Professionally Managed Portfolios
|
Dated: July 6, 2023
|
Dated: July 6, 2023 |
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