Letter to Shareholders |
3 | |
Investment Highlights |
7 | |
Sector Allocation of Portfolio Assets
|
8 | |
Schedule of Investments |
9 | |
Statement of Assets and Liabilities |
12 | |
Statement of Operations |
13 | |
Statements of Changes in Net Assets |
14 | |
Financial Highlights |
16 | |
Notes to the Financial Statements |
17 | |
Report of Independent Registered Public
Accounting Firm |
29 | |
Expense Example |
30 | |
Notice to Shareholders |
32 | |
Information about Trustees and Officers
|
33 | |
Approval of Investment Advisory Agreement
|
37 | |
Privacy Notice |
40
|
One |
Five |
Ten |
Since Inception
| |
Average
Annual Total Return: |
Year |
Years |
Years |
(6/28/12)
|
Logan Capital Broad
Innovative |
||||
Growth ETF –
NAV |
4.78% |
11.95% |
13.36% |
13.62% |
Logan Capital Broad
Innovative |
||||
Growth ETF –
Market |
4.72% |
11.93% |
13.36% |
13.61% |
Russell 1000 ®
Growth Index |
2.34% |
13.80% |
14.46% |
15.22%
|
SECTOR
ALLOCATION OF PORTFOLIO ASSETS |
at
April 30, 2023 (Unaudited) |
SCHEDULE OF
INVESTMENTS |
at
April 30, 2023 |
COMMON
STOCKS – 99.08% |
Shares
|
Value
|
||||||
Capital Goods – 8.06%
|
||||||||
Fastenal Co. |
21,433 |
$ |
1,153,953 |
|||||
Hubbell, Inc. |
1,372 |
369,507 |
||||||
Lincoln Electric
Holdings, Inc. |
5,328 |
894,038 |
||||||
Nordson Corp. |
2,884 |
623,838 |
||||||
United Rentals, Inc.
|
2,368 |
855,109 |
||||||
3,896,445 |
||||||||
Commercial &
Professional Services – 5.24% |
||||||||
Cintas Corp. |
2,529 |
1,152,642 |
||||||
Copart, Inc. (a)
|
10,997 |
869,313 |
||||||
Insperity, Inc. |
4,193 |
513,475 |
||||||
2,535,430 |
||||||||
Consumer Durables &
Apparel – 2.68% |
||||||||
Lululemon Athletica, Inc.
(a) |
1,557 |
591,551 |
||||||
Nike, Inc. – Class B
|
5,558 |
704,310 |
||||||
1,295,861 |
||||||||
Consumer Services – 4.27%
|
||||||||
Marriott International,
Inc. – Class A |
1,602 |
271,283 |
||||||
Starbucks Corp. |
10,009 |
1,143,929 |
||||||
Texas Roadhouse, Inc.
|
5,881 |
650,556 |
||||||
2,065,768 |
||||||||
Diversified Financials –
0.90% |
||||||||
LPL Financial Holdings,
Inc. |
2,093 |
437,102 |
||||||
Financial Services – 1.20%
|
||||||||
Coinbase Global, Inc. –
Class A (a) |
4,403 |
236,838 |
||||||
OneMain Holdings, Inc.
|
8,909 |
341,838 |
||||||
578,676 |
||||||||
Food, Beverage &
Tobacco – 1.47% |
||||||||
Monster Beverage Corp.
(a) |
12,652 |
708,512 |
||||||
Household & Personal
Products – 2.86% |
||||||||
Estee Lauder Cos., Inc. –
Class A |
5,608 |
1,383,606 |
||||||
Materials – 2.82% |
||||||||
Graphic Packaging Holding
Co. |
24,550 |
605,403 |
||||||
Sherwin-Williams Co.
|
3,199 |
759,890 |
||||||
1,365,293 |
SCHEDULE OF
INVESTMENTS (Continued) |
at
April 30, 2023 |
COMMON
STOCKS – 99.08% (Continued) |
Shares
|
Value
|
||||||
Media & Entertainment –
13.20% |
||||||||
Alphabet, Inc. – Class A
(a) |
11,199 |
$ |
1,202,101 |
|||||
Alphabet, Inc. – Class C
(a)(b) |
7,819 |
846,172 |
||||||
Electronic Arts, Inc.
|
6,187 |
787,481 |
||||||
Meta Platforms, Inc. –
Class A (a) |
5,258 |
1,263,603 |
||||||
Netflix, Inc. (a)
|
4,709 |
1,553,640 |
||||||
Trade Desk, Inc. – Class
A (a) |
11,383 |
732,382 |
||||||
6,385,379 |
||||||||
Pharmaceuticals,
Biotechnology & Life Sciences – 8.82% |
||||||||
Agilent Technologies,
Inc. |
4,895 |
662,930 |
||||||
Charles River
Laboratories International, Inc. (a) |
1,635 |
310,846 |
||||||
IQVIA Holdings, Inc. (a)
|
2,688 |
505,962 |
||||||
Mettler-Toledo
International, Inc. (a) |
1,010 |
1,506,415 |
||||||
Waters Corp. (a)
|
2,765 |
830,496 |
||||||
Zoetis, Inc. |
2,560 |
449,997 |
||||||
4,266,646 |
||||||||
Retailing – 13.25%
|
||||||||
Amazon.com, Inc. (a)
|
16,318 |
1,720,733 |
||||||
Burlington Stores, Inc.
(a) |
2,691 |
518,852 |
||||||
Dick’s Sporting Goods,
Inc. |
11,679 |
1,693,572 |
||||||
Home Depot, Inc.
|
1,755 |
527,448 |
||||||
Lithia Motors, Inc.
|
3,577 |
790,123 |
||||||
Pool Corp. |
973 |
341,834 |
||||||
RH (a) |
902 |
230,127 |
||||||
Williams-Sonoma, Inc.
|
4,850 |
587,044 |
||||||
6,409,733 |
||||||||
Semiconductors &
Semiconductor Equipment – 9.52% |
||||||||
Broadcom, Inc. |
4,051 |
2,537,951 |
||||||
KLA Corp. |
5,340 |
2,064,124 |
||||||
4,602,075 |
||||||||
Software & Services –
9.67% |
||||||||
Accenture PLC Ireland –
Class A (c) |
854 |
239,368 |
||||||
Adobe Systems, Inc. (a)
|
1,677 |
633,168 |
||||||
Cognizant Technology
Solutions Corp. – Class A |
7,205 |
430,210 |
||||||
MasterCard, Inc. – Class
A |
6,676 |
2,537,080 |
||||||
Paycom Software, Inc. (a)
|
2,875 |
834,814 |
||||||
4,674,640 |
SCHEDULE OF
INVESTMENTS (Continued) |
at
April 30, 2023 |
COMMON
STOCKS – 99.08% (Continued) |
Shares
|
Value
|
||||||
Technology Hardware &
Equipment – 12.56% |
||||||||
Amphenol Corp. – Class A
|
23,203 |
$ |
1,751,130 |
|||||
Apple, Inc. |
15,823 |
2,684,847 |
||||||
Arista Networks, Inc. (a)
|
2,031 |
325,285 |
||||||
CDW Corp. of Delaware
|
2,652 |
449,753 |
||||||
IPG Photonics Corp. (a)
|
2,782 |
319,874 |
||||||
Trimble, Inc. (a)
|
6,153 |
289,806 |
||||||
Zebra Technologies Corp.
– Class A (a) |
888 |
255,771 |
||||||
6,076,466 |
||||||||
Transportation – 2.56%
|
||||||||
Old Dominion Freight
Line, Inc. |
3,857 |
1,235,743 |
||||||
TOTAL
COMMON STOCKS |
||||||||
(Cost
$20,564,334) |
47,917,375 |
|||||||
MONEY
MARKET FUND – 1.03% |
||||||||
Fidelity Government
Portfolio – Class I, 4.73% (d) |
496,223 |
496,223 |
||||||
TOTAL
MONEY MARKET FUND |
||||||||
(Cost
$496,223) |
496,223 |
|||||||
TOTAL
INVESTMENTS |
||||||||
(Cost
$21,060,557) – 100.11% |
48,413,598 |
|||||||
Liabilities in Excess of
Other Assets – (0.11)% |
(52,634 |
) | ||||||
TOTAL
NET ASSETS – 100.00% |
$ |
48,360,964 |
(a) |
Non-income producing security. |
(b) |
Non-voting shares. |
(c) |
U.S. traded security of a foreign issuer.
|
(d) |
Rate shown is the 7-day annualized yield as of
April 30, 2023. |
STATEMENT OF
ASSETS AND LIABILITIES |
at
April 30, 2023 |
Assets: |
||||
Investments,
at value (cost $21,060,557) |
$ |
48,413,598 |
||
Receivables
|
||||
Dividends
and interest |
19,532 |
|||
Prepaid
expenses |
1,586 |
|||
Total
assets |
48,434,716 |
|||
Liabilities: |
||||
Payables
|
||||
Advisory
fee (Note 4) |
31,011 |
|||
Audit
fees |
21,000 |
|||
Administration
and accounting fees |
11,006 |
|||
Transfer
agent fees and expenses |
202 |
|||
Shareholder
reporting |
7,849 |
|||
Chief
Compliance Officer fee |
2,031 |
|||
Accrued
expenses and other payables |
653 |
|||
Total
liabilities |
73,752 |
|||
Net assets |
$ |
48,360,964 |
||
Net assets consist of:
|
||||
Paid-in
capital |
$ |
21,267,415 |
||
Total
distributable earnings |
27,093,549 |
|||
Net assets |
$ |
48,360,964 |
||
Calculation of net assets:
|
||||
Net
assets applicable to outstanding Institutional Class shares |
$ |
48,360,964 |
||
Shares
issued (unlimited number of beneficial |
||||
interest
authorized, $0.01 par value) |
1,464,096 |
|||
Net
asset value per share |
$ |
33.03 |
STATEMENT OF
OPERATIONS |
For the
Year Ended April 30, 2023 (1)
|
Investment income:
|
||||
Dividends |
$ |
436,965 |
||
Interest |
14,617 |
|||
Total
investment income |
451,582 |
|||
Expenses: |
||||
Investment advisory fees (Note 4) |
301,546 |
|||
Administration and accounting fees (Note 4)
|
73,784 |
|||
Audit fees |
22,501 |
|||
Trustee fees and expenses |
14,700 |
|||
Chief Compliance Officer fees (Note 4)
|
14,531 |
|||
Transfer agent fees and expenses (Note 4)
|
10,116 |
|||
Reports to shareholders |
9,660 |
|||
Legal fees |
5,629 |
|||
Other expenses |
5,169 |
|||
Custody fees (Note 4) |
4,291 |
|||
Federal and state registration fees |
2,977 |
|||
Insurance expense |
2,463 |
|||
Total
expenses |
467,367 |
|||
Net investment loss
|
(15,785 |
) | ||
Realized and unrealized
gain/(loss) on investments: |
||||
Net
realized loss on transactions on investments |
(192,871 |
) | ||
Net
realized gain from redemption in-kind |
861,861 |
|||
Net
change in unrealized appreciation/(depreciation) on investments |
1,498,885 |
|||
Net realized and unrealized
gain on investments |
2,167,875 |
|||
Net increase in net assets
resulting from operations |
$ |
2,152,090 |
(1) |
The Fund converted from a
mutual fund to an ETF pursuant to an Agreement and Plan of Reorganization
on August 5, 2022. See Note 1 in the Notes to Financial Statements for
additional information about the Reorganization.
|
STATEMENTS
OF CHANGES IN NET ASSETS |
Year
Ended |
Year
Ended |
|||||||
April
30, 2023 (1)
|
April
30, 2022 |
|||||||
Operations:
|
||||||||
Net investment loss
|
$ |
(15,785 |
) |
$ |
(160,796 |
) | ||
Net realized gain/(loss)
on investments |
(192,871 |
) |
4,614,341 |
|||||
Net realized gain from
redemption in-kind (Note 6) |
861,861 |
— |
||||||
Net change in unrealized
|
||||||||
appreciation/(depreciation)
on investments |
1,498,885 |
(12,339,988 |
) | |||||
Net
increase/(decrease) in net assets |
||||||||
resulting
from operations |
2,152,090 |
(7,886,443 |
) | |||||
Distributions
to Shareholders: |
||||||||
Institutional Class
|
(876,553 |
) |
(4,407,926 |
) | ||||
Total
distributions to shareholders |
(876,553 |
) |
(4,407,926 |
) | ||||
Capital
Share Transactions: |
||||||||
Proceeds from shares sold
|
||||||||
Investor
Class shares* |
— |
538,464 |
||||||
Institutional
Class shares |
28,797,622 |
2,824,181 |
||||||
Proceeds
from converted shares* |
— |
19,573,089 |
||||||
Proceeds from shares
issued to holders |
||||||||
in
reinvestment of dividends |
||||||||
Institutional
Class shares |
— |
4,407,926 |
||||||
Cost of shares redeemed
|
||||||||
Investor
Class shares* |
— |
(19,801,043 |
) | |||||
Institutional
Class shares |
(32,336,649 |
) |
(2,272,672 |
) | ||||
Redemption fees retained
|
||||||||
Institutional
Class shares |
2 |
256 |
||||||
Net
increase/(decrease) in net assets |
||||||||
from
capital share transactions |
(3,539,025 |
) |
5,270,201 |
|||||
Total
decrease in net assets |
(2,263,488 |
) |
(7,024,168 |
) | ||||
Net
Assets: |
||||||||
Beginning of year
|
50,624,452 |
57,648,620 |
||||||
End of year |
$ |
48,360,964 |
$ |
50,624,452 |
* |
Investor Class Shares
converted to Institutional Class Shares on November 12, 2021. |
(1) |
The Fund converted from a
mutual fund to an ETF pursuant to an Agreement and Plan of Reorganization
on August 5, 2022. See Note 1 in the Notes to Financial Statements for
additional information about the Reorganization.
|
STATEMENTS
OF CHANGES IN NET ASSETS (Continued) |
Year
Ended |
Year
Ended |
|||||||
April
30, 2023 (1)
|
April
30, 2022 |
|||||||
Changes in
Shares Outstanding: |
||||||||
Shares sold |
||||||||
Investor
Class shares* |
— |
13,643 |
||||||
Institutional
Class shares |
901,381 |
65,493 |
||||||
Converted
shares* |
— |
427,245 |
||||||
Shares issued to holders
in reinvestment of dividends |
||||||||
Institutional
Class shares |
— |
104,354 |
||||||
Shares redeemed |
||||||||
Investor
Class shares* |
— |
(443,174 |
) | |||||
Institutional
Class shares |
(1,011,309 |
) |
(53,994 |
) | ||||
Net increase/(decrease)
in shares outstanding |
(109,928 |
) |
113,567 |
* |
Investor Class Shares
converted to Institutional Class Shares on November 12, 2021. |
(1) |
The Fund converted from a
mutual fund to an ETF pursuant to an Agreement and Plan of Reorganization
on August 5, 2022. See Note 1 in the Notes to Financial Statements for
additional information about the Reorganization.
|
FINANCIAL
HIGHLIGHTS |
Year
Ended April 30, |
||||||||||||||||||||
2023
(1)
|
2022
|
2021
|
2020
|
2019
|
||||||||||||||||
Net Asset Value – |
||||||||||||||||||||
Beginning of
Year |
$ |
32.16 |
$ |
39.73 |
$ |
26.31 |
$ |
25.61 |
$ |
22.29 |
||||||||||
Income from |
||||||||||||||||||||
Investment
Operations: |
||||||||||||||||||||
Net investment loss^ |
(0.01 |
) |
(0.10 |
) |
(0.15 |
) |
(0.10 |
) |
(0.10 |
) | ||||||||||
Net realized and unrealized |
||||||||||||||||||||
gain/(loss) on investments
|
1.49 |
(4.46 |
) |
15.45 |
0.91 |
3.97 |
||||||||||||||
Total
from |
||||||||||||||||||||
investment
operations |
1.48 |
(4.56 |
) |
15.30 |
0.81 |
3.87 |
||||||||||||||
Less Distributions:
|
||||||||||||||||||||
Distributions from net realized gains
|
(0.61 |
) |
(3.01 |
) |
(1.88 |
) |
(0.11 |
) |
(0.55 |
) | ||||||||||
Total
distributions |
(0.61 |
) |
(3.01 |
) |
(1.88 |
) |
(0.11 |
) |
(0.55 |
) | ||||||||||
Redemption fees |
0.00
|
^~ |
0.00
|
^~ |
0.00
|
^~ |
— |
— |
||||||||||||
Net Asset Value – End of
Year |
$ |
33.03 |
$ |
32.16 |
$ |
39.73 |
$ |
26.31 |
$ |
25.61 |
||||||||||
Total return, at NAV
|
4.78 |
% |
-13.28 |
% |
59.01 |
% |
3.15 |
% |
17.95 |
% | ||||||||||
Total return, at Market
|
4.72 |
% |
— |
% |
— |
% |
— |
% |
— |
% | ||||||||||
Ratios and Supplemental
Data: |
||||||||||||||||||||
Net assets, end of year (thousands) |
$ |
48,361 |
$ |
50,624 |
$ |
40,964 |
$ |
27,850 |
$ |
24,936 |
||||||||||
Ratio of expenses to |
||||||||||||||||||||
average net assets: |
||||||||||||||||||||
Before
fee waivers |
||||||||||||||||||||
and
recoupment |
1.01 |
% |
1.03 |
% |
1.13 |
% |
1.29 |
% |
1.33 |
% | ||||||||||
After
fee waivers |
||||||||||||||||||||
and
recoupment |
1.01 |
% |
1.10 |
% |
1.17 |
% |
1.24 |
% |
1.24 |
% | ||||||||||
Ratio of net investment loss to |
||||||||||||||||||||
average net assets: |
||||||||||||||||||||
Before
fee waivers |
||||||||||||||||||||
and
recoupment |
(0.03 |
)% |
(0.18 |
)% |
(0.39 |
)% |
(0.46 |
)% |
(0.51 |
)% | ||||||||||
After
fee waivers |
||||||||||||||||||||
and
recoupment |
(0.03 |
)% |
(0.25 |
)% |
(0.43 |
)% |
(0.41 |
)% |
(0.42 |
)% | ||||||||||
Portfolio turnover rate (2)
|
10 |
% |
13 |
% |
11 |
% |
12 |
% |
8 |
% |
^ |
Based on average shares outstanding.
|
~ |
Amount is less than $0.01. |
(1) |
The Fund converted from a
mutual fund to an ETF pursuant to an Agreement and Plan of Reorganization
on August 5, 2022. See Note 1 in the Notes to Financial Statements for
additional information about the Reorganization. |
(2) |
Excludes impact of in-kind transactions.
|
NOTES
TO FINANCIAL STATEMENTS |
April
30, 2023 |
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
A. |
Security Valuation: All investments in
securities are recorded at their estimated fair value, as described in
Note 3. | |
B. |
Federal Income Taxes: It is the Fund’s
policy to comply with the requirements of Subchapter M of the Internal
Revenue Code applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no federal income or excise tax provisions are required.
| |
The Fund recognizes the
tax benefits of uncertain tax positions only where the position is “more
likely than not” to be sustained assuming examination by tax authorities.
The tax returns of the Fund’s prior three fiscal years are open for
examination. Management has reviewed all open tax years in major
jurisdictions and concluded that there is no impact on the Fund’s net
assets and no tax liability resulting from unrecognized tax events
relating to uncertain income tax positions taken or expected to be taken
on a tax return. The Fund identifies its major tax jurisdictions as U.S.
Federal and the state of Wisconsin. The Fund is not aware of any tax
positions for which it is reasonably possible that the total amounts of
unrecognized tax benefits will change materially in the next twelve
months. |
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
C. |
Securities Transactions, Income and
Distributions: Securities transactions are accounted for on the
trade date. Realized gains and losses on securities sold are determined on
the basis of identified cost. Interest income is recorded on an accrual
basis. Dividend income and distributions to shareholders are recorded on
the ex-dividend date. Withholding taxes on foreign dividends have been
provided for in accordance with the Fund’s understanding of the applicable
country’s tax rules and rates. | |
The Fund distributes
substantially all of its net investment income, if any, and net realized
capital gains, if any, annually. Distributions from net realized gains for
book purposes may include short-term capital gains. All short-term capital
gains are included in ordinary income for tax purposes. The amount of
dividends and distributions to shareholders from net investment income and
net realized capital gains is determined in accordance with federal income
tax regulations, which differ from accounting principles generally
accepted in the United States of America. To the extent these book/tax
differences are permanent, such amounts are reclassified within the
capital accounts based on their federal tax treatment. | ||
Investment income,
expenses (other than those specific to the class of shares), and realized
and unrealized gains and losses on investments are allocated to the
separate classes of the Fund’s shares based upon their relative net assets
on the date income is earned or expensed and realized and unrealized gains
and losses are incurred. | ||
The Fund is charged for
those expenses that are directly attributable to it, such as investment
advisory, custody and transfer agent fees. Expenses that are not
attributable to a fund are typically allocated among the funds in the
Trust proportionately based on allocation methods approved by the Board of
Trustees (the “Board”). Common expenses of the Trust are typically
allocated among the funds in the Trust based on a fund’s respective net
assets, or by other equitable means. | ||
D. |
REITs: The Fund is able to make certain
investments in real estate investment trusts (“REITs”) which pay dividends
to their shareholders based upon available funds from operations. It is
quite common for these dividends to exceed the REITs’ taxable earnings and
profits resulting in the excess portion being designated as a return of
capital. The Fund intends to include the gross dividends from such REITs
in its annual distributions to its shareholders and, accordingly, a
portion of the Fund’s distributions may also be designated as a return of
capital. | |
E. |
Use of Estimates: The preparation of
financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of increases and decreases in net assets during the reporting
period. Actual results could differ from those estimates.
|
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
F. |
Reclassification of Capital Accounts:
Accounting principles generally accepted in the United States of
America require that certain components of net assets relating to
permanent differences be reclassified between financial and tax reporting.
These reclassifications have no effect on net assets or net asset value
per share. | |
For the year ended April
30, 2023, the Fund made the following permanent tax adjustments on the
Statement of Assets and Liabilities: |
Distributable
Earnings |
Paid-in
Capital |
||
$(793,946) |
$793,946 |
G. |
Events Subsequent to the Fiscal Year End:
In preparing the financial statements as of April 30, 2023,
management considered the impact of subsequent events for the potential
recognition or disclosure in the financial statements. Management has
determined there were no subsequent events that would need to be disclosed
in the Fund’s financial statements. |
Level 1 – |
Unadjusted quoted prices
in active markets for identical assets or liabilities that the Fund has
the ability to access. | |
Level 2 – |
Observable inputs other
than quoted prices included in level 1 that are observable for the asset
or liability, either directly or indirectly. These inputs may include
quoted prices for the identical instrument on an inactive market, prices
for similar instruments, interest rates, prepayment speeds, credit risk,
yield curves, default rates and similar data. | |
Level 3 – |
Unobservable inputs for
the asset or liability, to the extent relevant observable inputs are not
available, representing the Fund’s own assumptions about the assumptions a
market participant would use in valuing the asset or liability, and would
be based on the best information available. |
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Common Stocks |
||||||||||||||||
Communication
Services |
$ |
6,385,379 |
$ |
— |
$ |
— |
$ |
6,385,379 |
||||||||
Consumer
Discretionary |
9,771,362 |
— |
— |
9,771,362 |
||||||||||||
Consumer
Staples |
2,092,118 |
— |
— |
2,092,118 |
||||||||||||
Financials
|
3,552,858 |
— |
— |
3,552,858 |
||||||||||||
Health
Care |
4,266,646 |
— |
— |
4,266,646 |
||||||||||||
Industrials
|
7,667,618 |
— |
— |
7,667,618 |
||||||||||||
Information
Technology |
12,816,101 |
— |
— |
12,816,101 |
||||||||||||
Materials
|
1,365,293 |
— |
— |
1,365,293 |
||||||||||||
Total Common Stocks
|
47,917,375 |
— |
— |
47,917,375 |
||||||||||||
Money Market Fund |
496,223 |
— |
— |
496,223 |
||||||||||||
Total Investments |
$ |
48,413,598 |
$ |
— |
$ |
— |
$ |
48,413,598 |
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
Purchases
|
Sales
|
||
$4,393,283 |
$10,093,125 |
Year
Ended |
Year
Ended | ||
April 30,
2023 |
April 30,
2022 | ||
Long-Term Capital Gains
|
$876,553 |
$4,407,926
|
Cost of investments (a)
|
$ |
21,281,887 |
|||
Gross unrealized
appreciation |
28,306,927 |
||||
Gross unrealized
depreciation |
(1,175,216 |
) | |||
Net unrealized
appreciation (a)
|
27,131,711 |
||||
Undistributed long-term
capital gains |
— |
||||
Total distributable
earnings |
— |
||||
Other accumulated
gains/(losses) |
(38,162 |
) | |||
Total accumulated
earnings/(losses) |
$ |
27,093,549 |
(a)
|
The difference between
the book-basis and tax-basis net unrealized appreciation and cost is
attributable primarily to wash sales. |
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
NOTES
TO FINANCIAL STATEMENTS (Continued) |
April
30, 2023 |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
EXPENSE
EXAMPLE |
April
30, 2023 (Unaudited) |
EXPENSE
EXAMPLE (Continued) |
April
30, 2023 (Unaudited) |
Beginning
|
Ending
|
Expenses
Paid | |
Account
Value |
Account
Value |
During
Period (1)
| |
11/1/2022
|
4/30/2023
|
11/1/2022
– 4/30/2023 | |
Actual
|
$1,000.00 |
$1,123.00 |
$5.21 |
Hypothetical
(5% return |
|||
before
expenses) |
$1,000.00 |
$1,019.89 |
$4.96
|
(1)
|
Expenses are equal to the
annualized expense ratio of 0.99% multiplied by the average account value
over the period, multiplied by 181 (days in most recent fiscal half-year)
/ 365 days to reflect the one-half year expense.
|
NOTICE
TO SHAREHOLDERS |
at
April 30, 2023 (Unaudited) |
INFORMATION
ABOUT TRUSTEES AND OFFICERS |
(Unaudited)
|
Number of |
|||||
Portfolios |
Other | ||||
Term of |
Principal |
in Fund |
Directorships | ||
Position |
Office and |
Occupation |
Complex |
Held During | |
Name, Address |
Held with |
Length of |
During Past |
Overseen by |
Past |
and Age |
the Trust |
Time Served*
|
Five Years |
Trustee (2)
|
Five Years (3)
|
David G. Mertens |
Trustee |
Indefinite |
Partner and Head of |
1 |
Trustee, Advisors |
(age 62) |
term; since |
Business Development |
Series Trust | ||
615 E. Michigan Street |
March 2017. |
QSV Equity |
(for series not | ||
Milwaukee, WI 53202 |
Investors, LLC |
affiliated with | |||
(formerly known as |
the Fund). | ||||
Ballast Equity |
|||||
Management, LLC) |
|||||
(a privately-held |
|||||
investment advisory |
|||||
firm) (February 2019 |
|||||
to present); Managing |
|||||
Director and Vice |
|||||
President, Jensen |
|||||
Investment Management, |
|||||
Inc. (a privately-held |
|||||
investment advisory |
|||||
firm) (2002 to 2017). |
|||||
Joe D. Redwine |
Trustee |
Indefinite |
Retired; formerly |
1 |
Trustee, Advisors |
(age 75) |
term; since |
Manager, President, |
Series Trust | ||
615 E. Michigan Street |
September |
CEO, U.S. Bancorp |
(for series not | ||
Milwaukee, WI 53202 |
2008. |
Fund Services, LLC |
affiliated with | ||
and its predecessors |
the Fund). | ||||
(May 1991 to |
|||||
July 2017). |
INFORMATION
ABOUT TRUSTEES AND OFFICERS (Continued) |
(Unaudited)
|
Number of |
|||||
Portfolios |
Other | ||||
Term of |
Principal |
in Fund |
Directorships | ||
Position |
Office and |
Occupation |
Complex |
Held During | |
Name, Address |
Held with |
Length of |
During Past |
Overseen by |
Past |
and Age |
the Trust |
Time Served*
|
Five Years |
Trustee (2)
|
Five Years (3)
|
Raymond B. Woolson |
Chairman |
Indefinite |
President, Apogee |
1 |
Trustee, Advisors |
(age 64) |
of the |
term; since |
Group, Inc. |
Series Trust (for | |
615 E. Michigan Street |
Board |
January |
(financial consulting |
series not affiliated | |
Milwaukee, WI 53202 |
2020. |
firm) (1998 to present). |
with the Fund); | ||
Trustee |
Indefinite |
Independent | |||
term; since |
Trustee, | ||||
January |
DoubleLine Funds | ||||
2016. |
Trust (an open-end | ||||
investment | |||||
company with | |||||
19 portfolios), | |||||
DoubleLine | |||||
Opportunistic | |||||
Credit Fund, | |||||
DoubleLine | |||||
Income Solutions | |||||
Fund, and | |||||
DoubleLine Yield | |||||
Opportunities | |||||
Fund from 2010 | |||||
to present; | |||||
Independent | |||||
Trustee, | |||||
DoubleLine ETF | |||||
Trust (an open- | |||||
end investment | |||||
company with | |||||
2 portfolios) from | |||||
March 2022 | |||||
to present. | |||||
Michele Rackey |
Trustee |
Indefinite |
Chief Executive |
1 |
Trustee, Advisors |
(age 64) |
term; since |
Officer, Government |
Series Trust | ||
615 E. Michigan Street |
January |
Employees Benefit |
(for series not | ||
Milwaukee, WI 53202 |
2023. |
Association (GEBA) |
affiliated with | ||
(benefits and |
the Fund). | ||||
wealth management |
|||||
organization) (2004 |
|||||
to 2020); Board Member, |
|||||
Association Business |
|||||
Services Inc. (ABSI) |
|||||
(for-profit subsidiary of |
|||||
the American Society |
|||||
of Association Executives) |
|||||
(2019 to present). |
INFORMATION
ABOUT TRUSTEES AND OFFICERS (Continued) |
(Unaudited)
|
Term of |
|||
Position |
Office and |
||
Name, Address |
Held with |
Length of |
|
and Age |
the Trust |
Time Served
|
Principal Occupation
During Past Five Years |
Jeffrey T. Rauman |
President, |
Indefinite |
Senior Vice President, Compliance and
|
(age 54) |
Chief |
term; since |
Administration, U.S. Bank Global Fund Services
|
615 E. Michigan Street |
Executive |
December |
(February 1996 to present). |
Milwaukee, WI 53202 |
Officer and |
2018. |
|
Principal |
|||
Executive |
|||
Officer |
|||
Kevin J. Hayden |
Vice |
Indefinite |
Vice President, Compliance and Administration,
|
(age 51) |
President, |
term; since |
U.S. Bank Global Fund Services |
615 E. Michigan Street |
Treasurer, |
January |
(June 2005 to present). |
Milwaukee, WI 53202 |
Principal |
2023. |
|
Financial |
|||
Officer |
|||
Cheryl L. King |
Assistant |
Indefinite |
Vice President, Compliance and Administration,
|
(age 61) |
Treasurer |
term; since |
U.S. Bank Global Fund Services |
615 E. Michigan Street |
January |
(October 1998 to present). | |
Milwaukee, WI 53202 |
2023. |
||
Richard R. Conner |
Assistant |
Indefinite |
Assistant Vice President, Compliance and
|
(age 40) |
Treasurer |
term; since |
Administration, U.S. Bank Global Fund Services
|
615 E. Michigan Street |
December |
(July 2010 to present). | |
Milwaukee, WI 53202 |
2018. |
||
Michael L. Ceccato |
Vice |
Indefinite |
Senior Vice President, U.S. Bank Global Fund
|
(age 65) |
President, |
term; since |
Services and Senior Vice President, U.S. Bank
N.A. |
615 E. Michigan Street |
Chief |
September |
(February 2008 to present). |
Milwaukee, WI 53202 |
Compliance |
2009. |
|
Officer and |
|||
AML Officer |
INFORMATION
ABOUT TRUSTEES AND OFFICERS (Continued) |
(Unaudited)
|
Term of |
|||
Position |
Office and |
||
Name, Address |
Held with |
Length of |
|
and Age |
the Trust |
Time Served
|
Principal Occupation
During Past Five Years |
Elaine E. Richards |
Vice |
Indefinite |
Senior Vice President, U.S. Bank Global Fund
|
(age 55) |
President |
term; since |
Services (July 2007 to present). |
2020 E. Financial Way, |
and |
September |
|
Suite 100 |
Secretary |
2019. |
|
Glendora, CA 91741 |
* |
The Trustees have
designated a mandatory retirement age of 75, such that each Trustee,
serving as such on the date he or she reaches the age of 75, shall submit
his or her resignation not later than the last day of the calendar year in
which his or her 75th birthday occurs (“Retiring Trustee”). Upon request,
the Board may, by vote of a majority of Trustees eligible to vote on such
matter, determine whether or not to extend such Retiring Trustee’s term
and on the length of a one-time extension of up to three additional years.
Joe Redwine’s term as Independent Trustee has been extended for an
additional three years to expire December 31, 2025. |
(1)
|
The Trustees of the Trust
who are not “interested persons” of the Trust as defined under the 1940
Act (“Independent Trustees”). |
(2)
|
As of April 30, 2023, the
Trust was comprised of 35 active portfolios managed by unaffiliated
investment advisers. The term “Fund Complex” applies only to the Fund. The
Fund does not hold itself out as related to any other series within the
Trust for investment purposes, nor does it share the same investment
adviser with any other series. |
(3)
|
“Other Directorships
Held” includes only directorships of companies required to register or
file reports with the SEC under the Securities Exchange Act of 1934, as
amended, (that is, “public companies”) or other investment companies
registered under the 1940 Act. |
APPROVAL OF
INVESTMENT ADVISORY AGREEMENT |
(Unaudited)
|
1. |
THE NATURE, EXTENT AND
QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISOR UNDER
THE ADVISORY AGREEMENT. The Board considered the nature, extent and
quality of the Advisor’s overall services provided to the Fund, as well as
its specific responsibilities in all aspects of day-to-day investment
management of the Fund. The Board considered the qualifications,
experience and responsibilities of the portfolio manager, as well as the
responsibilities of other key personnel of the Advisor involved in the
day-to-day activities of the Fund. The Board also considered the resources
and compliance structure of the Advisor, including information regarding
its compliance program, its chief compliance officer and the Advisor’s
compliance record, as well as the Advisor’s cybersecurity program,
liquidity risk management program, business continuity plan, and risk
management process. The Board further considered the prior relationship
between the Advisor and the Trust, as well as the Board’s knowledge of the
Advisor’s operations, and noted that during the course of the prior year
they had met with certain personnel of the Advisor to discuss the Fund’s
performance and investment outlook as well as various marketing and
compliance topics. The Board concluded that the Advisor had the quality
and depth of personnel, resources, investment processes and compliance
policies and procedures essential to performing its duties under the
Advisory Agreement and that they were satisfied with the nature, overall
quality and extent of such management services. | |
2. |
THE FUND’S HISTORICAL
PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISOR. In assessing the
quality of the portfolio management delivered by the Advisor, the Board
reviewed the short-term and long-term performance of the Fund as of June
30, 2022, on both an absolute basis and a relative basis in comparison to
its peer funds utilizing Morningstar classifications, appropriate
securities market benchmarks, a cohort that is |
APPROVAL OF
INVESTMENT ADVISORY AGREEMENT (Continued) |
(Unaudited)
|
comprised of similarly
managed funds selected by an independent third-party consulting firm
engaged by the Board to assist it in its 15(c) review (the “Cohort”), and
the Advisor’s similarly managed accounts. While the Board considered both
short-term and long-term performance, it placed greater emphasis on longer
term performance. When reviewing performance against the comparative
Morningstar peer group universe, the Board took into account that the
investment objectives and strategies of the Fund, its focus on tax
efficiency as well as its level of risk tolerance, may differ
significantly from funds in the peer universe. When reviewing the Fund’s
performance against broad market benchmarks, the Board took into account
the differences in portfolio construction between the Fund and such
benchmarks as well as other differences between actively managed funds and
passive benchmarks, such as objectives and risks. In assessing periods of
relative underperformance or outperformance, the Board took into account
that relative performance can be significantly impacted by performance
measurement periods and that some periods of underperformance may be
transitory in nature while others may reflect more significant underlying
issues. | ||
The Board noted that the
Fund had underperformed its Cohort average for the one- and three-year
periods and had outperformed for the five- and ten-year periods ended June
30, 2022. The Board also noted that the Fund had outperformed the
Morningstar peer group average for the one-, three-, five- and ten-year
periods ended June 30, 2022. In reviewing performance, the Board
considered that the Fund had converted from a mutual fund to an
exchange-traded fund but that its Morningstar peer group did not yet
reflect this change. | ||
The Board noted that the
Fund underperformed its primary benchmark for the one-, three-, five- and
ten-year periods ended June 30, 2022. The Board also considered
performance of the Fund compared to the Advisor’s similarly managed
composite, noting it had underperformed for the one-, three-, five- and
ten-year periods ended June 30, 2022. | ||
3. |
THE COSTS OF THE SERVICES
TO BE PROVIDED BY THE ADVISOR AND THE STRUCTURE OF THE ADVISOR’S FEE UNDER
THE ADVISORY AGREEMENT. In considering the advisory fee and total expenses
of the Fund, the Board reviewed comparisons to the applicable Morningstar
peer funds, the Cohort, and the Advisor’s similarly managed accounts for
other types of clients, as well as all expense waivers and reimbursements,
if any, for the Fund. When reviewing fees charged to other similarly
managed accounts, the Board took into account the type of account and the
differences in the management of that account that might be germane to the
difference, if any, in the fees charged to such accounts. | |
The Board noted that the
Advisor had contractually agreed to maintain an annual expense ratio for
the Fund of 0.99% for the Fund, excluding certain operating expenses (the
“Expense Cap”). The Board noted that the Fund’s advisory fee and
|
APPROVAL OF
INVESTMENT ADVISORY AGREEMENT (Continued) |
(Unaudited)
|
net expense ratio were
above the median and average of its Cohort and that its net expense ratio
was above the average of its Morningstar peer group. In reviewing fees,
the Board considered that the Fund had converted from a mutual fund to an
exchange-traded fund but that its Morningstar peer group did not yet
reflect this change. In reviewing the Fund’s fees as compared to a new ETF
peer group, the Board considered that the Fund’s advisory fee was above
the median of the ETF peer group but that the net expense ratio was in
line with the median of the ETF peer group. The Board considered that the
fees charged by the Advisor to its similarly managed separate account
clients were the same or lower depending on the asset level. | ||
4. |
ECONOMIES OF SCALE. The
Board also considered whether economies of scale were being realized by
the Advisor that should be shared with shareholders. The Board noted that
the Advisor has contractually agreed to reduce its advisory fees or
reimburse Fund expenses so that the Fund does not exceed the specified
Expense Cap. The Board noted that it did not appear that there were
additional significant economies of scale being realized by the Advisor
that should be shared with shareholders. As a result, the Board concluded
that it would continue to monitor economies of scale in the future as
circumstances changed and assuming asset levels increase. | |
5. |
THE PROFITS TO BE
REALIZED BY THE ADVISOR AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH
THE FUND. The Board reviewed the Advisor’s financial information and took
into account both the direct benefits and the indirect benefits to the
Advisor from advising the Fund. The Board considered the profitability to
the Advisor from its relationship with the Fund and considered any
additional material benefits, including benefits received in the form of
Rule 12b-1 fees received by the Advisor, “soft dollars” benefits that may
be received by the Advisor in exchange for Fund brokerage, and shareholder
servicing plan fees received by the Advisor. After such review, the Board
determined that the profitability to the Advisor with respect to the
Advisory Agreement for the Fund was not excessive, and that the Advisor
had maintained sufficient resources and profit levels to support the
services it provides to the Fund. |
PRIVACY
NOTICE |