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AEGIS High Yield Fund Class A (AHYAX) Class I (AHYFX) |
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AEGIS Value Fund Class A (AVFAX) Class I (AVALX) |
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ANNUAL REPORT December 31, 2014 |
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Shareholders’ Letter
February 3, 2015
To the Shareholders of the Aegis Funds:
We are pleased to present the Aegis High Yield Fund and the Aegis Value Fund Annual Report for the twelve months ending December 31, 2014.
If at any time you would like further information about the Funds, please go to our website at www.aegisfunds.com for a more detailed look at our market commentary and the Funds’ performance record. We will briefly review the objectives and strategy of the Funds.
The Aegis High Yield Fund seeks maximum total return with an emphasis on high current income. The Fund attempts to earn consistent total returns that exceed its benchmark index over periods of three to five years, while striving for below average risk compared to its peers. We use in-depth fundamental analysis of issuers to identify bonds and build a portfolio with the potential for capital appreciation due to improved company performance, ratings upgrades, or better industry conditions. We seek situations where Wall Street’s appraisal of a security’s value is more negative than we have determined based upon an independent study of the fundamentals. The bonds purchased for the portfolio are not necessarily the highest-yielding issues in the market. Our goal is to maximize risk-adjusted long-term total return.
The Aegis Value Fund seeks to achieve long-term, capital appreciation. Our strategy is to invest in a well-researched portfolio of small-cap equities trading at a fraction of their intrinsic worth. We believe the equity markets are often inefficient, and we employ a contrarian, company-focused approach, selecting each stock individually on its own merit. We purchase shares in companies when we judge share prices to be significantly undervalued relative to our assessment of fundamental value, focusing on stocks trading at low price-to-book or price-to- future cash flow ratios, segments of the market where academic research shows historical returns have significantly outpaced the overall market. We often invest in companies when they are misunderstood, out of favor, or neglected, and generally hold these companies until share prices reach our estimate of intrinsic value.
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Aegis High Yield Fund | | | | | | | Annualized (Unaudited) | |
| | Three Month | | One Year | | Three Year | | Five Year | | Ten Year | | Since I Share Inception | | Since A Share Inception | |
Class I shares (AHYFX) - at NAV (Inception 1/2/04) | | | -28.12 | % | | | -28.78 | % | | | -6.04 | % | | | -1.25 | % | | | 3.71 | % | | | 3.59 | % | | | N/A | | |
Class A shares (AHYAX) - at NAV (Inception 8/24/12) | | | -28.16 | % | | | -28.94 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | -9.36 | % | |
Class A shares (AHYAX) - With Load | | | -30.86 | % | | | -31.59 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | -10.83 | % | |
Barclays Capital High Yield Index | | | -1.00 | % | | | 2.45 | % | | | 8.43 | % | | | 9.03 | % | | | 7.74 | % | | | 8.04 | % | | | 6.34 | % | |
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Aegis Value Fund | | | | | Annualized (Unaudited) | | | |
| | Three Month | | One Year | | Three Year | | Five Year | | Ten Year | | Since I Share Inception | | Since A Share Inception | |
Class I shares (AVALX) - at NAV (Inception 5/15/98) | | | -15.25 | % | | | -25.82 | % | | | 7.87 | % | | | 9.31 | % | | | 5.02 | % | | | 9.50 | % | | | N/A | | |
Class A shares (AVFAX) - at NAV (Inception 2/26/14) | | | -15.26 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | -26.01 | % | |
Class A shares (AVFAX) - With Load | | | -18.42 | % | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | -28.79 | % | |
Russell 2000 Value Index | | | 9.40 | % | | | 4.22 | % | | | 18.29 | % | | | 14.26 | % | | | 6.89 | % | | | 8.19 | % | | | 4.42 | % | |
S&P 500 Index | | | 4.93 | % | | | 13.69 | % | | | 20.41 | % | | | 15.45 | % | | | 7.67 | % | | | 5.73 | % | | | 13.50 | % | |
Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please call 800-528-3780 to obtain performance data current to the most recent month-end. The Aegis High Yield Fund imposes a 2% redemption fee on shares held for less than 180 days. Performance data does not reflect the redemption fee, which would have reduced the total return. Performance data for the AHYAX shares of the Aegis High Yield Fund and AVFAX of the Aegis Value Fund reflects the Class A maximum sales charge of 3.75%. Performance data shown for the Class A-at NAV does not reflect the deduction of the sales load or fee. If reflected, the load or fee would reduce the performance quoted. The Aegis High Yield Fund Class I and Class A have an annualized gross expense ratio of 1.32% and 1.57%, respectively per the Fund’s most recent Prospectus. The Aegis High Yield Fund Class I and Class A’s net annualized expense ratio, after fee waivers, is 1.20%, and 1.45%, respectively. The Aegis Value Fund Class I and Class A have an annualized gross expense ratio of 1.38% and 1.63%, respectively per the Fund’s most recent Prospectus. The Advisor has contractually agreed to waive fees for both Funds through 4/30/2015.
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Aegis High Yield Fund | | | Class I | | Class A | |
Net Assets | | $ | 27.3 Million | | $ | 5.7 Million | |
NAV / Share | | $ | 5.75 | | $ | 5.73 | |
Net Expense Ratio (inclusive of Management & 12b-1 Fee)* | | | 1.20 | % | | 1.45 | % |
Gross Expense Ratio* | | | 1.32 | % | | 1.57 | % |
Management Fee | | | 0.90 | % | | 0.90 | % |
Distribution Fee (12b-1) | | | None | | | 0.25 | % |
Redemption Fee (<180 Days) | | | 2.00 | % | | 2.00 | % |
30-Day SEC Yield - Subsidized** | | | 14.15 | % | | 13.18 | % |
30-Day SEC Yield - Unsubsidized** | | | 13.95 | % | | 12.98 | % |
Distributions*** | | $ | 0.7513 | | $ | 0.7309 | |
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* | As reported in the Funds’ Prospectus dated April 30, 2014. |
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** | As of December 31, 2014. |
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*** | Income distributions and return of capital. No capital gain distributions. |
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| | Aegis High Yield Fund | | Barclays Capital High Yield Index | |
Weighted Average Maturity (years) | | | 3.4 | | | 6.5 | |
Adjusted Duration (including cash) | | | 0.4 | | | 4.3 | |
The adjusted duration of the Aegis High Yield Fund portfolio (excluding Fund holdings of equity securities) was estimated at 0.4 years, compared to a reported 4.3 years for the Barclays Capital High Yield Index. Duration is a measure of the sensitivity of a portfolio’s value to changes in interest rates. Generally, a shorter duration makes portfolio returns less sensitive to the risk of rising interest rates.
For the twelve months ending December 31, 2014, the Aegis High Yield Fund posted a total return of -28.78 percent and -28.94 percent return, at NAV, for the Class I and A shares, respectively, versus a total return of 2.45 percent for its benchmark, the Barclays Capital High Yield Index (“the Index”). Most negatively impacting the Fund’s performance were losses in holdings of Cal Dive International, Exide Technologies and Mriya Agro Holdings. Top positive contributors to performance include bond positions in Tower Group, Inc., Ruby Tuesday and Black Elk Energy Offshore.
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Aegis Value Fund | | | Class I | | Class A | |
Net Assets | | $ | 160.5 Million | | $ | 0.3 Million | |
NAV / Share | | $ | 13.12 | | $ | 13.09 | |
Gross Expense Ratio* | | | 1.38 | % | | 1.63 | % |
Management Fee | | | 1.20 | % | | 1.20 | % |
Distribution Fee (12b-1) | | | None | | | 0.25 | % |
Redemption Fee | | | None | | | None | |
Income & capital gain distributions** | | $ | 2.7762 | | $ | 2.7762 | |
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* | As reported in the Funds’ Prospectus dated April 30, 2014. |
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** | All Long Term Capital Gain distributions. |
From inception of the Aegis Value Fund’s Class I shares on May 15, 1998 through December 31, 2014, the Fund has posted a cumulative gain of 352.35%, compared to a cumulative gain of 270.13% in our primary small-cap benchmark, the Russell 2000 Value Index. During the same period, the Russell 2000 Index of small-cap stocks posted a cumulative gain of 217.39%, and the S&P 500 Index of large cap stocks posted a cumulative gain of 152.57%.
From inception of the Aegis Value Fund’s Class A shares on February 26, 2014 through December 31, 2014, the Fund has posted a cumulative loss of -26.01% at NAV, compared to a cumulative gain of 4.42% in our primary small-cap benchmark, the Russell 2000 Value Index. During the same period, the Russell 2000 Index of small-cap stocks posted a cumulative gain of 3.16%, and the S&P 500 Index of large cap stocks posted a cumulative gain of 13.50%.
For the twelve month period ending December 31, 2014, the Aegis Value Fund Class I Shares lost 25.82%, underperforming the Russell 2000 Value Index, which increased 4.22%. Meaningful declines in energy issues Cal Dive International, McDermott International and Paragon Offshore along with compressor manufacturer Tecumseh Products Co. and tobacco merchant Alliance One International were responsible for a majority of the Fund’s negative performance. Investments in Patterson-UTI Energy, Stone Energy and Mercer International most positively impacted performance. The Russell 2000 Index gained 4.89% while the S&P 500 gained 13.69% over the same period.
A more in-depth review of the Funds’ performance, outlook and general market commentary can be found in the Fourth Quarter 2014 Manager’s Letter. For those of you who do not automatically receive our quarterly manager’s letters in the mail from your broker, they are available on our website at www.aegisfunds.com or by calling us at 800-528-3780. However, please be aware that these manager’s letters are not a part of the SEC-mandated Annual Report contained in this booklet. We thank you for your continued interest.
Aegis Financial Corporation
Scott L. Barbee, CFA
Portfolio Manager
Must be preceded or accompanied by Prospectus.
Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice.
Any recommendation made in this report may not be suitable for all investors. This presentation does not constitute a solicitation or offer to purchase or sell any securities. Its use in connection with any offering of Fund shares is authorized only in the case of a concurrent or prior delivery of a prospectus.
Mutual fund investing involves risk. Principal loss is possible. This risk is usually greater for longer-term debt securities. Investments in lower-rated and non-rated securities present a greater risk of loss to principal and interest than higher rated securities. Investments in foreign securities involve greater volatility and political, economic and currency risks and differences in accounting methods. Investments in debt securities typically decrease in value when interest rates rise. Investments in small and mid-cap companies involve additional risks such as limited liquidity and greater volatility. Value stocks may fall out of favor with investors and underperform growth stocks during given periods. Investments in Real Estate Investment Trusts (REITs) involve additional risks such as declines in the value of real estate and increased susceptibility to adverse economic or regulatory developments.
Barclays Capital High Yield Index: An index that measures the market of USD denominated, non-investment grade, fixed-rate, taxable corporate bonds.
Russell 2000 Value Index: A market-capitalization weighted equity index maintained by the Russell Investment Group and based on the Russell 2000 Index, which measures how U.S. stocks in the equity value segment perform.
Russell 2000 Index: An index of approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership, which measures the performance of the small-cap segment of the U.S. equity universe.
S&P 500 Index: An index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500 is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. One cannot invest directly in an index.
Price-to-Book: A ratio used to compare a stock’s market value to its book value. It is calculated by dividing the current closing price of the stock by the latest quarter’s book value per share.
Price-to-Future Cash Flow: A measure of the market’s expectations of a firm’s future financial health. Because this measure deals with cash flow, the effects of depreciation and other non-cash factors are removed.
An investment cannot be made directly in an index.
Fund holdings, sector allocations, and geographic allocations are subject to change and are not a recommendation to buy or sell any security. Please see the schedule of portfolio investments provided in this report for the complete listing of Fund holdings.
Fund Distributor: Quasar Distributors, LLC. Quasar Distributors, LLC is affiliated with U.S. Bancorp Fund Services, LLC.
About Your Fund’s Expenses
December 31, 2014
(Unaudited)
Important Note
As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees, and (2) ongoing costs, including advisory fees, distribution (12b-1) fees (Class A only) and other Fund expenses. If you purchase Class A shares of the Funds you will pay an initial sales charge of 3.75% when you invest. Class I shares of the Funds charge no sales load.
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. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2014 – December 31, 2014 for the Aegis High Yield Fund Class I and Class A and the Aegis Value Fund Class I and Class A.
Actual expenses
The table below provides information about actual account values and actual expenses.
Hypothetical example for comparison purposes
The below table also 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 the ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional cost, such as sales charges (loads), or redemption fees (if applicable). Therefore, the hypothetical section of the tables is useful in comparing ongoing cost only, and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your cost would have been higher.
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| | | | | Actual | | | Hypothetical (5% annual return before expenses) | |
| | Beginning Account Value 7/1/14 | | | Ending Account Value(1) 12/31/14 | | | Expenses Paid During Period | | | Ending Account Value(1) 12/31/14 | | | Expenses Paid During Period | |
Aegis High Yield Fund – Class A | | $ | 1,000.00 | | | $ | 675.60 | | | $ | 6.14 | (2) | | $ | 1,017.88 | | | $ | 7.40 | (2) |
Aegis High Yield Fund – Class I | | $ | 1,000.00 | | | $ | 676.50 | | | $ | 5.07 | (3) | | $ | 1,019.16 | | | $ | 6.11 | (3) |
Aegis Value Fund – Class A | | $ | 1,000.00 | | | $ | 719.90 | | | $ | 7.59 | (4) | | $ | 1,016.38 | | | $ | 8.89 | (4) |
Aegis Value Fund – Class I | | $ | 1,000.00 | | | $ | 721.10 | | | $ | 6.51 | (5) | | $ | 1,017.64 | | | $ | 7.63 | (5) |
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(1) | The actual ending account value is based on the actual total return of the Fund for the period July 1, 2014 to December 31, 2014 after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s actual expense ratio and a hypothetical annual return of 5% before expenses. |
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(2) | Expenses are equal to the Fund’s annualized expense ratio (1.45%) multiplied by the average account value over the period, multiplied by 184/365 (to reflect the period between 7/1/2014 —12/31/2014). |
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(3) | Expenses are equal to the Fund’s annualized expense ratio (1.20%) multiplied by the average account value over the period, multiplied by 184/365 (to reflect the period between 7/1/2014 —12/31/2014). |
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(4) | Expenses are equal to the Fund’s annualized expense ratio (1.75%) multiplied by the average account value over the period, multiplied by 184/365 (to reflect the period between 7/1/2014 —12/31/2014). |
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(5) | Expenses are equal to the Fund’s annualized expense ratio (1.50%) multiplied by the average account value over the period, multiplied by 184/365 (to reflect the period between 7/1/2014 —12/31/2014). |
Please see performance data disclosure on page 1
You may use the information in this table, 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 table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Key Statistics (Unaudited)
Result of a $10,000 Investment Aegis High Yield Fund – Class A
(assumes investment made on August 24, 2012)
Result of a $10,000 Investment Aegis High Yield Fund – Class I
(assumes investment made on December 31, 2004)
Result of a $10,000 Investment in Aegis Value Fund – Class A
(assumes investment made on February 26, 2014)
Result of a $10,000 Investment in Aegis Value Fund – Class I
(assumes investment made on December 31, 2004)
Average Annual Total Returns (Unaudited) As of December 31, 2014
Aegis High Yield Fund
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| | Class A (No Sales Charge) | | Class A (With Sales Charge)* | | Barclays Capital High Yield Index |
Three months | | | -28.03 | % | | | -30.74 | % | | | -1.00 | % | |
Six months | | | -32.45 | % | | | -35.00 | % | | | -2.85 | % | |
Nine months | | | -31.19 | % | | | -33.78 | % | | | -0.51 | % | |
Trailing 1 Year | | | -28.94 | % | | | -31.59 | % | | | 2.45 | % | |
Average annual since inception | | | | | | | | | | | | | |
(August 24, 2012) | | | -9.36 | % | | | -10.83 | % | | | 6.34 | % | |
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| | Class I | | Barclays Capital High Yield Index |
Trailing 1 Year | | | -28.78 | % | | | 2.45 | % | |
Trailing 3 Year | | | -6.04 | % | | | 8.43 | % | |
Trailing 5 Year | | | -1.25 | % | | | 9.03 | % | |
Trailing 10 Year | | | 3.59 | % | | | 7.74 | % | |
Aegis Value Fund
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| | Class A (No Sales Charge) | | Class A (With Sales Charge)* | | Russell 2000 Value Index |
Three months | | | -15.26 | % | | | -18.42 | % | | | 9.40 | % | |
Six months | | | -28.01 | % | | | -30.70 | % | | | 0.01 | % | |
Nine months | | | -24.88 | % | | | -27.71 | % | | | 2.40 | % | |
Cumulative since inception | | | | | | | | | | | | | |
(February 26, 2014) | | | -26.01 | % | | | -28.79 | % | | | 4.42 | % | |
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| | Class I | | Russell 2000 Value Index |
Trailing 1 Year | | | -25.82 | % | | | 4.22 | % | |
Trailing 3 Year | | | 7.87 | % | | | 18.29 | % | |
Trailing 5 Year | | | 9.31 | % | | | 14.26 | % | |
Trailing 10 Year | | | 5.02 | % | | | 6.89 | % | |
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* | With sales charge returns reflect the deduction of the current maximum initial sales charge of 3.75% for Class A. Returns without sales charges do not reflect the current maximum sales charges. |
Returns on both Classes of the Aegis High Yield Fund, Aegis Value Fund, the Barclays Capital High Yield Index and the Russell 2000 Value Index assume reinvestment of all dividends and distributions. Fund returns are after all expenses. Past performance is not predictive of future results. The returns shown do not reflect the deduction of taxes a shareholder would pay on the redemption of Fund shares or Fund distributions. As of April 30, 2014, the effective date of the most recent prospectus, the gross expense ratio for the Aegis High Yield Fund Class A was 1.57% and for Class I was 1.32%, the gross expense ratio for the Aegis Value Fund Class A was 1.63% and for Class I was 1.38%.
Portfolio Characteristics
December 31, 2014
(Unaudited)
Aegis High Yield Fund
Industry Breakdown
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| | % of the Fund’s Net Assets |
Common Stock | | | | | 2.3 | % |
Mining | | 2.0 | % | | | |
Oil Companies – Exploration & Production | | 0.3 | % | | | |
Corporate Bond. | | | | | 9.1 | % |
Diversified Financial Services | | 0.8 | % | | | |
Engineering & Construction | | 0.1 | % | | | |
Oil Companies – Exploration & Production | | 4.2 | % | | | |
Paper Products | | 4.0 | % | | | |
Other Assets & Liabilities | | | | | 88.6 | % |
Net Assets | | | | | 100.0 | % |
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Credit Quality% of Corporate Bonds | | | | | | |
B | | | | | 40.5 | % |
Below CCC or Unrated | | | | | 59.5 | % |
| | | | | 100.0 | % |
Maturity (Or Most Likely Call)% of Corporate Bonds | | | | | | |
1 — 5 years | | | | | 75.3 | % |
5 — 10 years | | | | | 24.7 | % |
| | | | | 100 | % |
Portfolio Characteristics
December 31, 2014
(Unaudited)
Aegis Value Fund
Industry Breakdown
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| | % of the Fund’s Net Assets |
Common Stock | | | | | | 92.9 | % |
Aerospace & Defense | | | 1.5 | % | | | |
Auto Components | | | 1.6 | % | | | |
Capital Markets | | | 0.4 | % | | | |
Commercial Banks | | | 0.0 | % | | | |
Diversified Financial Services | | | 1.5 | % | | | |
Electronic Equipment, Instruments & Components | | | 1.2 | % | | | |
Energy Equipment & Services | | | 11.0 | % | | | |
Food Products | | | 1.5 | % | | | |
Hotels, Restaurants & Leisure | | | 4.8 | % | | | |
Household Durables | | | 2.5 | % | | | |
Independent Power Producers & Energy Traders | | | 0.7 | % | | | |
Insurance | | | 7.5 | % | | | |
Machinery | | | 6.1 | % | | | |
Marine | | | 0.2 | % | | | |
Media | | | 0.2 | % | | | |
Metals & Mining | | | 22.4 | % | | | |
Oil, Gas & Consumable Fuels | | | 6.6 | % | | | |
Paper & Forest Products | | | 6.9 | % | | | |
Real Estate Management & Development | | | 1.8 | % | | | |
Semiconductor & Semiconductor Equipment | | | 5.3 | % | | | |
Textiles, Apparel & Luxury Goods | | | 3.9 | % | | | |
Thrifts & Mortgage Finance | | | 0.1 | % | | | |
Tobacco | | | 5.2 | % | | | |
REITS | | | | | | 2.8 | % |
Real Estate Investment Trusts (REIT) | | | 2.8 | % | | | |
Warrants | | | | | | 2.1 | % |
Oil, Gas & Consumable Fuels | | | 0.0 | % | | | |
Metals & Mining | | | 0.0 | % | | | |
Insurance | | | 2.1 | % | | | |
Other Assets in Excess of Liabilities | | | | | | 2.2 | % |
Total Net Assets | | | | | | 100.0 | % |
Aegis High Yield Fund
Schedule of Portfolio Investments
December 31, 2014
| | | | | | | | | | |
| | | | | Shares | | Value | |
Common Stocks – 2.3% | | | | | | | | | | |
| | | | | | | | | | |
Mining – 2.0% | | | | | | | | | | |
Amerigo Resources Ltd.(1)(3) | | | CAD | | | 1,199,300 | | $ | 252,452 | |
Jaguar Mining Inc.(1)(3)(5) | | | | | | 1,447,199 | | | 410,960 | |
| | | | | | | | | 663,412 | |
Oil Companies – Exploration & Production – 0.3% | | | | | | | | | | |
Woodbine Holdings LLC(1)(2)(5) | | | | | | 56,010 | | | 84,015 | |
Total Common Stocks (Cost $1,418,893) | | | | | | | | | 747,427 | |
| | | | | Principal Amount | | | | |
Corporate Bonds – 8.3% | | | | | | | | | | |
| | | | | | | | | | |
Engineering & Construction – 0.1% | | | | | | | | | | |
Pfleiderer Finance BV, Company Guarantee, 7.125%, 02/14/2049,(3)(4) | | | EURO | | | 650,000 | | | 35,394 | |
Oil Companies – Exploration & Production – 4.2% | | | | | | | | | | |
New Gulf Resources LLC/NGR Finance Corp., 11.750%, 05/15/2019, (Acquired Various Dates, Cost $2,013,125)(2)(5) | | | | | $ | 2,000,000 | | | 1,400,000 | |
Paper Products – 4.0% | | | | | | | | | | |
Fortress Paper Ltd., 7.000%, 12/31/2019(3) | | | CAD | | | 5,251,000 | | | 1,310,716 | |
Total Corporate Bonds (Cost $5,504,753) | | | | | | | | $ | 2,746,110 | |
| | | | | Unit | | | | |
Liquidating Interest – 0.8% | | | | | | | | | | |
| | | | | | | | | | |
Diversified Financial Services 0.8% | | | | | | | | | | |
Penson Worldwide, Inc., Sr. Unsec., 8.000%, 12/31/2031,(2)(4)(5) (Acquired Various Dates, Cost $970,465) | | | | | | 1,050,290 | | | 10,000 | |
Penson Worldwide, Inc., Sec., 12.500%, 05/15/2017,(2)(4)(5) (Acquired Various Dates, Cost $584,753) | | | | | | 992,503 | | | 250,253 | |
Total Liquidating Interests (Cost $1,555,218) | | | | | | | | | 260,253 | |
The accompanying notes are an integral part of these financial statements.
Aegis High Yield Fund
Schedule of Portfolio Investments
December 31, 2014
| | | | |
| | Value | |
Total Investments – 11.4% (Cost $8,478,864) | | | 3,753,790 | |
Other Assets in Excess of Liabilities – 88.6% | | | 29,319,444 | |
Net Assets – 100.0% | | $ | 33,073,234 | |
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(1) | Non income producing securities. |
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(2) | 144A Represents a security sold under Rule 144A which is exempt from registration and may be resold to qualified institutional buyers under provisions of Rule 144A under the Securities Act of 1933, as amended. |
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(3) | Foreign security denominated in U.S. Dollars. |
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(4) | Issue is in default or bankruptcy. |
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(5) | Security was fair valued in accordance with the policies and procedures approved by the Board of Trustees. The total amount of these securities amounted to $2,155,228 (6.52% net assets). |
CAD = Canadian Dollar
EURO = The European Currency
The Global Industry Classification Standard (GICS ®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
The accompanying notes are an integral part of these financial statements.
Aegis Value Fund
Schedule of Portfolio Investments
December 31, 2014
| | | | | | | |
| | Shares | | Value | |
Common Stocks – 92.9% | | | | | | | |
| | | | | | | |
Consumer Discretionary – 13.0% | | | | | | | |
| | | | | | | |
Auto Components – 1.6% | | | | | | | |
Superior Industries International, Inc. | | | 131,593 | | $ | 2,604,226 | |
| | | | | | | |
Hotels, Restaurants & Leisure – 4.8% | | | | | | | |
Bowl America, Inc. Class A | | | 9,481 | | | 135,768 | |
Frisch’s Restaurants, Inc. | | | 18,486 | | | 495,425 | |
Luby’s, Inc.(1) | | | 230,603 | | | 1,049,243 | |
Ruby Tuesday, Inc.(1) | | | 893,052 | | | 6,108,476 | |
| | | | | | 7,788,912 | |
Household Durables – 2.5% | | | | | | | |
Bassett Furniture Industries, Inc. | | | 116,062 | | | 2,264,370 | |
Natuzzi S.p.A. – SP ADR(1)(2) | | | 373,265 | | | 578,561 | |
Retail Holdings N.V.(2) | | | 57,305 | | | 1,260,710 | |
| | | | | | 4,103,641 | |
Media – 0.2% | | | | | | | |
Ballantyne Strong Inc.(1) | | | 60,293 | | | 247,804 | |
| | | | | | | |
Textiles, Apparel & Luxury Goods – 3.9% | | | | | | | |
Delta Apparel, Inc.(1)(3) | | | 611,302 | | | 6,223,054 | |
Total Consumer Discretionary | | | | | | 20,967,637 | |
| | | | | | | |
Consumer Staples – 6.7% | | | | | | | |
| | | | | | | |
Food Products – 1.5% | | | | | | | |
Legumex Walker Inc.(1)(2)(3) | | | 1,021,500 | | | 2,329,984 | |
| | | | | | | |
Tobacco – 5.2% | | | | | | | |
Alliance One International, Inc.(1)(3) | | | 5,288,154 | | | 8,355,283 | |
Total Consumer Staples | | | | | | 10,685,267 | |
| | | | | | | |
Energy – 17.6% | | | | | | | |
| | | | | | | |
Energy Equipment & Services – 11.0% | | | | | | | |
Gulfmark Offshore, Inc. – Class A | | | 125,109 | | | 3,055,162 | |
McDermott International, Inc.(1)(2) | | | 1,089,561 | | | 3,170,623 | |
Mitcham Industries, Inc.(1) | | | 226,510 | | | 1,343,204 | |
Paragon Offshore PLC(2) | | | 1,873,103 | | | 5,188,495 | |
Parker Drilling Co.(1) | | | 1,020,497 | | | 3,132,926 | |
Rowan Companies PLC – Class A(2) | | | 79,300 | | | 1,849,276 | |
| | | | | | 17,739,686 | |
The accompanying notes are an integral part of these financial statements.
Aegis Value Fund
Schedule of Portfolio Investments
December 31, 2014
| | | | | | | | | | |
| | | | | Shares | | Value | |
Oil, Gas & Consumable Fuels – 6.6% | | | | | | | | | | |
Comstock Resources, Inc. | | | | | | 411,782 | | $ | 2,804,236 | |
Energy XXI (Bermuda) Ltd.(2) | | | | | | 93,167 | | | 303,724 | |
Peabody Energy Corp. | | | | | | 483,800 | | | 3,744,612 | |
Questerre Energy Corp. – Class A(1)(2) | | | CAD | | | 1,593,800 | | | 528,157 | |
WPX Energy Inc.(1) | | | | | | 275,315 | | | 3,201,914 | |
| | | | | | | | | 10,582,643 | |
Total Energy | | | | | | | | | 28,322,329 | |
| | | | | | | | | | |
Financials – 11.3% | | | | | | | | | | |
| | | | | | | | | | |
Capital Markets – 0.4% | | | | | | | | | | |
U.S. Global Investors, Inc. – Class A | | | | | | 226,323 | | | 701,601 | |
| | | | | | | | | | |
Commercial Banks – 0.0% | | | | | | | | | | |
Citizens Bancshares Corp. | | | | | | 3,024 | | | 26,702 | |
| | | | | | | | | | |
Diversified Financial Services 1.5% | | | | | | | | | | |
California First National Bancorp. | | | | | | 167,096 | | | 2,382,789 | |
| | | | | | | | | | |
Insurance – 7.5% | | | | | | | | | | |
Aspen Insurance Holdings Ltd.(2) | | | | | | 85,600 | | | 3,746,712 | |
EGI Financial Holdings, Inc.(2) | | | CAD | | | 573,735 | | | 6,498,840 | |
White Mountains Insurance Group Ltd.(2) | | | | | | 2,761 | | | 1,739,734 | |
| | | | | | | | | 11,985,286 | |
Real Estate Management & Development – 1.8% | | | | | | | | | | |
Public Service Properties | | | | | | | | | | |
Investments Ltd.(1)(2)(3) | | | | | | 7,069,706 | | | 2,837,359 | |
| | | | | | | | | | |
Thrifts & Mortgage Finance – 0.1% | | | | | | | | | | |
First Federal of Northern Michigan | | | | | | | | | | |
Bancorp, Inc. | | | | | | 35,640 | | | 194,594 | |
Total Financials | | | | | | | | | 18,128,331 | |
| | | | | | | | | | |
Industrials – 7.8% | | | | | | | | | | |
| | | | | | | | | | |
Aerospace & Defense – 1.5% | | | | | | | | | | |
Sypris Solutions, Inc. | | | | | | 888,627 | | | 2,345,975 | |
| | | | | | | | | | |
Machinery – 6.1% | | | | | | | | | | |
Hardinge, Inc. | | | | | | 255,497 | | | 3,045,524 | |
Tecumseh Products Co.(1)(3) | | | | | | 2,196,144 | | | 6,786,085 | |
| | | | | | | | | 9,831,609 | |
The accompanying notes are an integral part of these financial statements.
Aegis Value Fund
Schedule of Portfolio Investments
December 31, 2014
| | | | | | | | | | |
| | | | Shares | | Value | |
Marine – 0.2% | | | | | | | | | | |
Globus Maritime Ltd.(1)(2) | | | | | | 127,197 | | $ | 305,273 | |
Total Industrials | | | | | | | | | 12,482,857 | |
| | | | | | | | | | |
Information Technology – 6.5% | | | | | | | | | | |
| | | | | | | | | | |
Electronic Equipment, Instruments & Components – 1.2% | | | | | | | | | | |
Frequency Electronics, Inc.(1) | | | | | | 174,383 | | | 1,993,198 | |
| | | | | | | | | | |
Semiconductor & Semiconductor Equipment – 5.3% | | | | | | | | | | |
Photronics, Inc.(1) | | | | | | 847,848 | | | 7,045,617 | |
Rubicon Technology, Inc.(1) | | | | | | 317,400 | | | 1,450,518 | |
| | | | | | | | | 8,496,135 | |
Total Information Technology | | | | | | | | | 10,489,333 | |
| | | | | | | | | | |
Materials – 29.3% | | | | | | | | | | |
| | | | | | | | | | |
Metals & Mining – 22.4% | | | | | | | | | | |
Amerigo Resources Ltd.(1)(2)(3) | | | | | | 8,906,800 | | | 1,874,881 | |
AuRico Gold Inc.(2) | | | | | | 1,055,378 | | | 3,461,640 | |
Avino Silver & Gold Mines(1)(2) | | | CAD | | | 1,686,675 | | | 2,125,211 | |
Coeur Mining Inc.(1) | | | | | | 406,930 | | | 2,079,412 | |
Continental Gold Ltd.(1)(2) | | | | | | 798,800 | | | 1,271,975 | |
Dalradian Resources Inc.(1)(2) | | | CAD | | | 4,521,770 | | | 2,880,108 | |
Geodrill Ltd.(1)(2) | | | CAD | | | 945,000 | | | 471,768 | |
GoldQuest Mining Corp.(1) | | | | | | 2,849,300 | | | 245,249 | |
Guyana Goldfields Inc. (1)(2) | | | | | | 938,550 | | | 2,253,928 | |
Lake Shore Gold Corp.(1)(2) | | | | | | 3,293,966 | | | 2,239,897 | |
Nevsun Resources Ltd. | | | | | | 2,011,014 | | | 7,822,844 | |
Newstrike Capital, Inc.(1) | | | | | | 385,500 | | | 335,131 | |
Olympic Steel Inc. | | | | | | 103,685 | | | 1,843,519 | |
Rio Alto Mining Ltd.(1)(2) | | | | | | 1,022,139 | | | 2,481,006 | |
Sulliden Mining Capital Inc.(1)(2) | | | CAD | | | 407,693 | | | 147,384 | |
Universal Stainless & Alloy Products Inc.(1) | | | | | | 180,102 | | | 4,529,565 | |
| | | | | | | | | 36,063,518 | |
The accompanying notes are an integral part of these financial statements.
Aegis Value Fund
Schedule of Portfolio Investments
December 31, 2014
| | | | | | | | | | |
| | | | Shares | | Value | |
Paper & Forest Products – 6.9% | | | | | | | | | | |
Mercer International, Inc.(1) | | | | | | 379,791 | | $ | 4,667,631 | |
Resolute Forest Products Inc.(1) | | | | | | 359,932 | | | 6,338,403 | |
| | | | | | | | | 11,006,034 | |
Total Materials | | | | | | | | | 47,069,552 | |
| | | | | | | | | | |
Utilities – 0.7% | | | | | | | | | | |
| | | | | | | | | | |
Independent Power Producers & Energy Traders – 0.7% | | | | | | | | | | |
Maxim Power Corp.(1)(2) | | | CAD | | | 493,200 | | | 1,116,471 | |
Total Utilities | | | | | | | | | 1,116,471 | |
Total Common Stocks (Cost $189,958,536) | | | | | | | | | 149,261,777 | |
| | | | | | | | | | |
REITS – 2.8% | | | | | | | | | | |
| | | | | | | | | | |
Financials – 2.8% | | | | | | | | | | |
| | | | | | | | | | |
Real Estate Investment Trusts (REITs) – 2.8% | | | | | | | | | | |
Equity Commonwealth | | | | | | 178,655 | | | 4,586,074 | |
Total Financials | | | | | | | | | 4,586,074 | |
| | | | | | | | | | |
Total REITS (Cost $3,260,903) | | | | | | | | | 4,586,074 | |
| | | | | | | | | | |
Warrants – 2.1% | | | | | | | | | | |
| | | | | | | | | | |
Energy – 0.0% | | | | | | | | | | |
| | | | | | | | | | |
Oil, Gas & Consumable Fuels – 0.0% | | | | | | | | | | |
Magnum Hunter Resourses, Corp., | | | | | | | | | | |
Exercise Price: $85.00, 04/15/2016(1)(4) | | | | | | 141,667 | | | 8,500 | |
Total Energy | | | | | | | | | 8,500 | |
| | | | | | | | | | |
Financials – 2.1% | | | | | | | | | | |
| | | | | | | | | | |
Insurance – 2.1% | | | | | | | | | | |
American International Group, Inc., | | | | | | | | | | |
Exercise Price: $45.00, 01/19/2021(1) | | | | | | 135,279 | | | 3,330,569 | |
Total Financials | | | | | | | | | 3,330,569 | |
The accompanying notes are an integral part of these financial statements.
Aegis Value Fund
Schedule of Portfolio Investments
December 31, 2014
| | | | | | | |
| | Shares | | Value | |
Materials – 0.0% | | | | | | | |
Metals & Mining – 0.0% | | | | | | | |
Avino Silver & Gold Mines, Exercise Price: $2.87, 02/25/2017(1)(4) | | | 311,922 | | $ | 59,265 | |
Dalradian Resources Inc., Exercise Price: $0.90, 02/19/2015(1)(2) | | | 500,000 | | | 6,455 | |
Total Materials | | | | | | 65,720 | |
Total Warrants (Cost $1,120,124) | | | | | | 3,404,789 | |
| | | | | | | |
Total Investments – 97.8% (Cost $194,339,563) | | | | | $ | 157,252,640 | |
Other Assets in Excess of Liabilities – 2.2% | | | | | | 3,512,416 | |
Net Assets – 100.0% | | | | | $ | 160,765,056 | |
| | |
(1) | Non-income producing securities. |
| |
(2) | Foreign security denominated in U.S. Dollars. |
| |
(3) | Affiliated Company – The fund is owner of more than 5% of the outstanding voting securities. See Notes to the Financial Statements for additional information on Investments in Affiliated Companies. |
| |
(4) | Security was fair valued in accordance with the policies and procedures approved by the Board of Trustees. |
CAD = Canadian Dollar
ADR = American Depositary Receipt
PLC = Public Limited Company
REIT = Real Estate Investment Trusts
The securities in the portfolio have been organized by their respective GICS code.
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
The accompanying notes are an integral part of these financial statements.
Aegis High Yield Fund
Statement of Assets and Liabilities
December 31, 2014
| | | | |
Assets | | | | |
Total investments in securities, at value (cost $8,478,864) | | $ | 3,753,790 | |
Cash | | | 22,965,955 | |
Interest and dividends receivable | | | 92,327 | |
Receivable for investment securities sold | | | 6,547,301 | |
Prepaid expenses | | | 15,381 | |
Total Assets | | | 33,374,754 | |
Liabilities | | | | |
Accrued trustee and chief compliance officer fees | | | 9,501 | |
Payable for fund shares redeemed | | | 151,292 | |
Payable to investment advisor | | | 82,784 | |
Payable for distribution fees | | | 10,753 | |
Accrued transfer agent fees | | | 7,595 | |
Accrued audit fees | | | 16,503 | |
Accrued printing and mailing fees | | | 7,103 | |
Other payables | | | 15,989 | |
Total Liabilities | | | 301,520 | |
Net Assets | | $ | 33,073,234 | |
Net assets consist of: | | | | |
Paid-in capital | | $ | 64,493,822 | |
Accumulated net investment loss | | | (7,209 | ) |
Accumulated net realized loss on investments and foreign currency transactions | | | (26,688,305 | ) |
Net unrealized depreciation on investments and foreign currency translations | | | (4,725,074 | ) |
Net Assets | | $ | 33,073,234 | |
| | | | |
Class A Shares | | | | |
Net Assets | | $ | 5,749,977 | |
Unlimited authorized shares, no par value Outstanding Shares | | | 1,004,287 | |
Net asset value, redemption price** per share(1) | | $ | 5.73 | * |
Maximum offering price per share, after sales load (96.25/100)(1) | | $ | 5.95 | *** |
| | | | |
Class I Shares | | | | |
Net Assets | | $ | 27,323,257 | |
Unlimited authorized shares, no par value | | | | |
Outstanding Shares | | | 4,753,395 | |
Net asset value, offering and redemption price** per share(1) | | $ | 5.75 | * |
| | |
* | Shares redeemed within 180 days of purchase are charged a 2.00% redemption fee. |
| |
** | Value may be less than NAV due to redemption fee. |
| |
*** | Reflects a maximum sales charge of 3.75%. A contingent deferred sales charge (CDSC) of 1.00% may be charged on shares redeemed within two years of purchase. |
| |
(1) | Includes adjustments in accordance with accounting principles generally accepted in the United States 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 accompanying notes are an integral part of these financial statements.
Aegis Value Fund
Statement of Assets and Liabilities
December 31, 2014
| | | | |
Assets | | | | |
Investments in unaffiliated securities, at value (cost $142,732,173) | | $ | 128,845,994 | |
Investments in affiliated securities*, at value (cost $51,607,390) | | | 28,406,646 | |
Total investments in securities, at value (cost $194,339,563) | | $ | 157,252,640 | |
Cash | | | 2,711,945 | |
Receivable for investment securities sold | | | 950,279 | |
Receivable for Fund shares sold | | | 793,109 | |
Interest and dividends receivable | | | 179,919 | |
Prepaid expenses | | | 30,494 | |
Total Assets | | | 161,918,386 | |
Liabilities | | | | |
Accrued trustee and chief compliance officer fees | | | 10,983 | |
Payable for investment securities purchased | | | 468,120 | |
Payable for distribution fees | | | 230 | |
Payable for fund shares redeemed | | | 403,487 | |
Payable to investment advisor | | | 175,791 | |
Other payables | | | 94,719 | |
Total Liabilities | | | 1,153,330 | |
Net Assets | | $ | 160,765,056 | |
Net assets consist of: | | | | |
Paid-in capital | | $ | 205,603,030 | |
Accumulated net investment loss | | | (191,789 | ) |
Accumulated net realized loss on investments and foreign currency transactions | | | (7,559,262 | ) |
Net unrealized depreciation on investments and foreign currency translations | | | (37,086,923 | ) |
Net Assets | | $ | 160,765,056 | |
Class A Shares | | | | |
Net Assets | | $ | 257,578 | |
Authorized (Par value $0.001 per share) | | | 100,000,000 | |
Outstanding Shares | | | 19,675 | |
Net asset value, redemption price per share | | $ | 13.09 | |
Maximum offering price per share, after sales load (96.25/100) | | $ | 13.60 | ** |
Class I Shares | | | | |
Net Assets | | $ | 160,507,478 | |
Authorized (Par value $0.001 per share) | | | 100,000,000 | |
Outstanding Shares | | | 12,234,500 | |
Net asset value per share(1) | | $ | 13.12 | |
| | |
* | Please refer to Note 7 for additional details. |
| |
** | Reflects a maximum sales charge of 3.75%. A contingent deferred sales charge (CDSC) of 1.00% may be charged on shares redeemed within two years of purchase. |
| |
(1) | Includes adjustments in accordance with accounting principles generally accepted in the United States 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 accompanying notes are an integral part of these financial statements
Aegis High Yield Fund
Statement of Operations
For the Year Ended December 31, 2014
| | | | |
Investment Income | | | | |
Dividend income | | $ | 339,393 | |
Interest income | | | 6,188,246 | |
Total Investment Income | | | 6,527,639 | |
Expenses | | | | |
Investment advisory fees (Note 3) | | | 655,065 | |
Fund servicing fees | | | 67,361 | |
Transfer agent & custody fees | | | 51,228 | |
Registration fees | | | 41,592 | |
Trustees & chief compliance officer fees | | | 35,403 | |
Distribution fees – Class A (Note 4) | | | 28,627 | |
Legal fees | | | 25,778 | |
Printing and postage fees | | | 24,338 | |
Audit fees | | | 17,421 | |
Insurance fees | | | 6,723 | |
Miscellaneous fees | | | 11 | |
Gross expenses | | | 953,547 | |
Waiver of fees (Note 3) | | | (50,900 | ) |
Net Expenses | | | 902,647 | |
Net Investment Income | | | 5,624,992 | |
Realized and unrealized gain (loss) on investments and foreign currency transactions: | | | | |
Net realized loss from: | | | | |
Investments | | | (25,484,948 | ) |
Foreign currency transactions | | | (47,990 | ) |
Net realized loss on investments and foreign currency transactions | | | (25,532,938 | ) |
Change in net unrealized appreciation/depreciation on: | | | | |
Investments | | | 24,955 | |
Foreign currency translations | | | (105 | ) |
Net change in unrealized appreciation/depreciation on investments and foreign currency translations | | | 24,850 | |
Net realized and unrealized loss on investments and foreign currency transactions | | | (25,508,088 | ) |
Net decrease in net assets resulting from operations | | $ | (19,883,096 | ) |
The accompanying notes are an integral part of these financial statements.
Aegis Value Fund
Statement of Operations
For the Year Ended December 31, 2014
| | | | |
Investment Income | | | | |
Dividends from unaffiliated companies # | | $ | 1,750,806 | |
Total investment income | | | 1,750,806 | |
Expenses | | | | |
Investment advisory fees (Note 3) | | | 2,944,116 | |
Fund servicing fees | | | 193,389 | |
Transfer agent & custody fees | | | 160,172 | |
Printing and postage fees | | | 109,505 | |
Legal fees | | | 67,454 | |
Registration fees | | | 52,267 | |
Directors & chief compliance officer fees | | | 38,914 | |
Insurance fees | | | 24,924 | |
Audit fees | | | 22,809 | |
Distribution fees – Class A (Note 4) | | | 297 | |
Miscellaneous fees | | | 3,143 | |
Gross expenses | | | 3,616,990 | |
Waiver of fees (Note 3) | | | (27,426 | ) |
Net Expenses | | | 3,589,564 | |
Net Investment Loss | | | (1,838,758 | ) |
Realized and unrealized gain (loss) on investments and foreign currency transactions: | | | | |
Net realized gain (loss) from: | | | | |
Investments in unaffiliated companies | | | 31,714,293 | |
Investments in affiliated companies (Note 7) | | | (2,742,453 | ) |
Net realized gain on investments and foreign currency transactions | | | 28,971,840 | |
Change in net unrealized appreciation/depreciation on: | | | | |
Investments in unaffiliated companies | | | (65,386,606 | ) |
Investments in affiliated companies (Note 7) | | | (24,335,712 | ) |
Net change in unrealized appreciation/depreciation on investments and foreign currency translations | | | (89,722,318 | ) |
Net realized and unrealized loss on investments and foreign currency transactions | | | (60,750,478 | ) |
Net decrease in net assets resulting from operations | | $ | (62,589,236 | ) |
| | |
# | Net of foreign tax withholding of $85,224. |
The accompanying notes are an integral part of these financial statements.
Aegis High Yield
Fund Statements of Changes in Net Assets
| | | | | | |
| | For the Years Ended | |
| | December 31, 2014 | | | December 31, 2013 | |
Operations: | | | | | | |
Net investment income | | $ | 5,624,992 | | | $ | 5,649,389 | |
Net realized loss on investments and foreign currency transactions | | | (25,532,938 | ) | | | (78,520 | ) |
Change in unrealized appreciation/depreciation on investments and foreign currency translations | | | 24,850 | | | | (253,015 | ) |
Net increase (decrease) in net assets resulting from operations | | | (19,883,096 | ) | | | 5,317,854 | |
Distributions | | | | | | | | |
Net investment income – Class A | | | (900,870 | ) | | | (636,231 | ) |
Net investment income – Class I | | | (4,936,634 | ) | | | (4,618,669 | ) |
Return of capital – Class A | | | (78,356 | ) | | | — | |
Return of capital – Class I | | | (424,130 | ) | | | — | |
Net decrease in net assets resulting from distributions paid | | | (6,339,990 | ) | | | (5,254,900 | ) |
Capital share transactions* | | | | | | | | |
Subscriptions – Class A | | | 5,815,299 | | | | 5,254,223 | |
Subscriptions – Class I | | | 21,815,909 | | | | 24,588,826 | |
Distributions reinvested – Class A | | | 145,682 | | | | 85,796 | |
Distributions reinvested – Class I | | | 4,708,399 | | | | 4,012,283 | |
Redemptions – Class A | | | (6,101,663 | ) | | | (297,813 | ) |
Redemptions – Class I | | | (36,122,970 | ) | | | (18,493,671 | ) |
Redemptions fees – Class A | | | 4,529 | | | | 1,156 | |
Redemptions fees – Class I | | | 71,177 | | | | 84,523 | |
Net increase (decrease) in net assets resulting from capital share transactions | | | (9,663,638 | ) | | | 15,235,323 | |
Total Increase (Decrease) in Net Assets | | | (35,886,724 | ) | | | 15,298,277 | |
NET ASSETS | | | | | | | | |
Beginning of year | | | 68,959,958 | | | | 53,661,681 | |
End of year | | $ | 33,073,234 | | | $ | 68,959,958 | |
Accumulated net investment loss at the end of the year | | $ | (7,209 | ) | | $ | (147,835 | ) |
The accompanying notes are an integral part of these financial statements.
Aegis High Yield Fund
Statements of Changes in Net Assets
| | | | | | |
| | For the Years Ended | |
| | December 31, 2014 | | December 31, 2013 | |
*Share information – Class A | | | | | | |
Subscriptions | | | 658,031 | | 588,637 | |
Distributions reinvested | | | 18,110 | | 9,646 | |
Redemptions | | | (803,821 | ) | (33,354 | ) |
Net increase (decrease) in shares | | | (127,680 | ) | 564,929 | |
Beginning shares | | | 1,131,967 | | 567,038 | |
Ending shares | | | 1,004,287 | | 1,131,967 | |
*Share information – Class I | | | | | | |
Subscriptions | | | 2,532,330 | | 2,752,280 | |
Distributions reinvested | | | 571,292 | | 450,181 | |
Redemptions | | | (5,015,481 | ) | (2,067,684 | ) |
Net increase (decrease) in shares | | | (1,911,859 | ) | 1,134,777 | |
Beginning shares | | | 6,665,254 | | 5,530,477 | |
Ending shares | | | 4,753,395 | | 6,665,254 | |
The accompanying notes are an integral part of these financial statements.
Aegis Value Fund
Statements of Changes in Net Assets
| | | | | | | | | |
| | For the Year Ended December 31, 2014 | | | Four Months Ended December 31, 2013 | | | For the Year Ended August 31, 2013 | |
Operations: | | | | | | | | | |
Net investment loss | | $ | (1,838,758 | ) | | $ | (801,544 | ) | | $ | (186,394 | ) |
Net realized gain on investments and foreign currency transactions | | | 28,971,840 | | | | 3,849,908 | | | | 31,337,436 | |
Net change in unrealized appreciation/depreciation on investments and foreign currency translations | | | (89,722,318 | ) | | | 17,004,384 | | | | 33,481,291 | |
Net increase (decrease) in net assets resulting from operations | | | (62,589,236 | ) | | | 20,052,748 | | | | 64,632,333 | |
Distributions | | | | | | | | | | | | |
Net investment income – Class I | | | — | | | | (462,732 | ) | | | (102,561 | ) |
Net realized gain on investments – Class A | | | (42,707 | ) | | | — | | | | — | |
Net realized gain on investments – Class I | | | (29,670,840 | ) | | | (9,080,744 | ) | | | — | |
Net decrease in net assets resulting from distributions paid | | | (29,713,547 | ) | | | (9,543,476 | ) | | | (102,561 | ) |
Capital share transactions* | | | | | | | | | | | | |
Subscriptions – Class A | | | 358,431 | | | | — | | | | — | |
Subscriptions – Class I | | | 32,740,923 | | | | 30,768,550 | | | | 136,026,434 | |
Distributions Reinvested – Class A | | | 42,707 | | | | — | | | | — | |
Distributions Reinvested – Class I | | | 28,163,220 | | | | 9,100,226 | | | | 97,823 | |
Redemptions – Class A | | | (31,444 | ) | | | — | | | | — | |
Redemptions – Class I | | | (101,852,004 | ) | | | (52,245,175 | ) | | | (51,422,310 | ) |
Net decrease in net assets resulting from capital share transactions | | | (40,578,167 | ) | | | (12,376,399 | ) | | | (84,701,947 | ) |
Total Increase (Decrease) in Net Assets | | | (132,880,950 | ) | | | (1,867,127 | ) | | | 149,231,719 | |
Net Assets | | | | | | | | | | | | |
Beginning of period | | | 293,646,006 | | | | 295,513,133 | | | | 146,281,414 | |
End of period | | $ | 160,765,056 | | | $ | 293,646,006 | | | $ | 295,513,133 | |
Accumulated net investment loss at end of period | | $ | (191,789 | ) | | $ | (155,106 | ) | | $ | (174,508 | ) |
The accompanying notes are an integral part of these financial statements.
Aegis Value Fund
Statements of Changes in Net Assets
| | | | | | | | | | |
| | For the Year Ended December 31, 2014 | | Four Months Ended December 31, 2013 | | For the Year Ended August 31, 2013 | |
*Share information – Class A | | | | | | | | | | |
Subscriptions | | | 18,639 | | | — | | | — | |
Distributions reinvested | | | 3,129 | | | — | | | — | |
Redemptions | | | (2,093 | ) | | — | | | — | |
Net increase in shares | | | 19,675 | | | — | | | — | |
Beginning shares | | | — | | | — | | | — | |
Ending shares | | | 19,675 | | | — | | | — | |
*Share information – Class I | | | | | | | | | | |
Subscriptions | | | 1,714,166 | | | 1,441,417 | | | 7,162,573 | |
Distributions reinvested | | | 2,060,222 | | | 433,964 | | | 6,042 | |
Redemptions | | | (5,341,048 | ) | | (2,454,549 | ) | | (2,836,706 | ) |
Net increase (decrease) in shares | | | (1,566,660 | ) | | (579,168 | ) | | 4,331,909 | |
Beginning shares | | | 13,801,160 | | | 14,380,328 | | | 10,048,419 | |
Ending shares | | | 12,234,500 | | | 13,801,160 | | | 14,380,328 | |
The accompanying notes are an integral part of these financial statements.
Aegis High Yield Fund – Class A
Financial Highlights
The table below sets forth financial data for a share outstanding in the Fund throughout each period presented:
| | | | | | | | | |
| | For the Year Ended December 31, 2014 | | | For the Year Ended December 31, 2013 | | | For the Period from August 24, 2012 (Commencement of Operations) to December 31, 2012 | |
Per Share Data | | | | | | | | | |
Net asset value, beginning of period | | $ | 8.82 | | | $ | 8.79 | | | $ | 8.83 | |
Income from investment operations: | | | | | | | | | | | | |
Net investment income | | | 0.64 | | | | 1.33 | | | | 0.23 | |
Net realized and unrealized loss on investments and foreign currency transactions | | | (3.00 | ) | | | (0.56 | ) | | | (0.02 | ) |
Total from investment operations | | | (2.36 | ) | | | 0.77 | | | | 0.21 | |
Less distributions to shareholders from: | | | (0.65 | ) | | | (0.74 | ) | | | (0.25 | ) |
Net investment income | | | | | | | | | | | | |
Return of capital | | | (0.08 | ) | | | — | | | | — | |
Total Distributions | | | (0.73 | ) | | | (0.74 | ) | | | (0.25 | ) |
Redemption fees(1) | | | — | | | | — | | | | — | |
Net asset value, end of period (6) | | $ | 5.73 | | | $ | 8.82 | | | $ | 8.79 | |
Total investment return (2) (6) | | | -28.94 | % | | | 9.06 | % | | | 2.40 | %(4) |
Ratios (to average net assets)/Supplemental data: | | | | | | | | | | | | |
Expenses after fee waiver | | | 1.45 | % | | | 1.45 | % | | | 1.45 | %(5) |
Expenses before fee waiver | | | 1.52 | % | | | 1.57 | % | | | 2.19 | %(5) |
Net investment income after fee waiver | | | 7.52 | % | | | 9.01 | % | | | 8.44 | %(5) |
Net investment income before fee waiver | | | 7.45 | % | | | 8.89 | % | | | 7.70 | %(5) |
Portfolio turnover(3) | | | 60 | % | | | 58 | % | | | 23 | %(4) |
Net assets at end of period (000’s) | | $ | 5,750 | | | $ | 9,988 | | | $ | 4,985 | |
(1) | Less than one cent per share. |
| |
(2) | Based on net asset value, which does not reflect the sales charge. With sales charge included, the return is -31.59%, 5.11% and -1.44%, respectively. |
| |
(3) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| |
(4) | Not Annualized. |
| |
(5) | Annualized. |
| |
(6) | Includes adjustments made to the NAV in accordance with accounting principles generally accepted in the United States 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 accompanying notes are an integral part of these financial statements
Aegis High Yield Fund – Class I
Financial Highlights
The table below sets forth financial data for a share outstanding in the Fund throughout each year presented:
| | | | | | | | | | | | | | | | |
| | Years Ended December 31, | |
| | 2014 | | 2013 | | 2012 | | 2011 | | 2010 | |
Per Share Data | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 8.85 | | $ | 8.80 | | $ | 9.05 | | $ | 9.99 | | $ | 10.19 | |
Income from investment operations: | | | | | | | | | | | | | | | | |
Net investment income | | | 0.66 | | | 1.52 | | | 0.83 | | | 0.75 | | | 0.79 | |
Net realized and unrealized gain (loss) on investments and foreign currency transactions | | | (3.02 | ) | | (0.71 | ) | | (0.28 | ) | | (0.85 | ) | | 0.59 | |
Total from investment operations | | | (2.36 | ) | | 0.81 | | | 0.55 | | | (0.10 | ) | | 1.38 | |
Less distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.67 | ) | | (0.77 | ) | | (0.81 | ) | | (0.75 | ) | | (0.80 | ) |
Net realized capital gains | | | — | | | — | | | — | | | (0.12 | ) | | (0.79 | ) |
Return of capital | | | (0.08 | ) | | — | | | — | | | — | | | — | |
Total Distributions | | | (0.75 | ) | | (0.77 | ) | | (0.81 | ) | | (0.87 | ) | | (1.59 | ) |
Redemption fees | | | 0.01 | | | 0.01 | | | 0.01 | | | 0.03 | | | 0.01 | |
Net asset value, end of year (2) | | $ | 5.75 | | $ | 8.85 | | $ | 8.80 | | $ | 9.05 | | $ | 9.99 | |
Total investment return (2) | | | -28.78 | % | | 9.54 | % | | 6.35 | % | | -0.89 | % | | 14.22 | % |
Ratios (to average net assets)/Supplemental data: | | | | | | | | | | | | | | | | |
Expenses after fee waiver | | | 1.20 | % | | 1.20 | % | | 1.20 | % | | 1.20 | % | | 1.20 | % |
Expenses before fee waiver | | | 1.27 | % | | 1.32 | % | | 1.52 | % | | 1.45 | % | | 1.90 | % |
Net investment income after fee waiver | | | 7.77 | % | | 9.26 | % | | 9.16 | % | | 7.95 | % | | 8.34 | % |
Net investment income before fee waiver | | | 7.70 | % | | 9.14 | % | | 8.84 | % | | 7.70 | % | | 7.64 | % |
Portfolio turnover | | | 60 | %(1) | | 58 | %(1) | | 23 | %(1) | | 46 | % | | 123 | % |
Net assets at end of year (000’s) | | $ | 27,323 | | $ | 58,972 | | $ | 48,677 | | $ | 40,252 | | $ | 23,072 | |
| | |
(1) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| |
(2) | Includes adjustments made to the NAV in accordance with accounting principles generally accepted in the United States 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 accompanying notes are an integral part of these financial statements.
Aegis Value Fund – Class A
Financial Highlights
The table below sets forth financial data for a share outstanding in the Fund throughout the period:
| | | | | |
| | For the Period from February 26, 2014 (Commencement of Operations) to December 31, 2014 |
Per Share Data | | | | | |
Net asset value, beginning of period | | | $ | 21.29 | |
Income from investment operations: | | | | | |
Net investment loss(5) | | | | (0.16 | ) |
Net realized and unrealized loss on investments and foreign currency transactions | | | | (5.26 | ) |
Total from investment operations | | | | (5.42 | ) |
Less distributions to shareholders from: | | | | | |
Net realized capital gains | | | | (2.78 | ) |
Total distibutions | | | | (2.78 | ) |
Net asset value, end of year | | | $ | 13.09 | |
Total investment return(1) | | | | -26.01 | %(3) |
Ratios (to average net assets)/Supplemental data: | | | | | |
Expenses after fee waiver | | | | 1.75 | %(4) |
Expenses before fee waiver | | | | 1.79 | %(4) |
Net investment loss | | | | (1.04 | )%(4) |
Portfolio turnover(2) | | | | 32 | %(3) |
Net assets at end of period (000’s) | | | $ | 258 | |
| | |
(1) | Based on net asset value, which does not reflect the sales charge. With sales charge included, the return is -28.79%. |
| |
(2) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| |
(3) | Not Annualized. |
| |
(4) | Annualized. |
| |
(5) | Per share net investment income (loss) was calculated prior to tax adjustment, using average shares method. |
The accompanying notes are an integral part of these financial statements.
Aegis Value Fund – Class I
Financial Highlights
The table below sets forth financial data for a share outstanding in the Fund throughout each period:
| | | | | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, | | For the Four Months Ended December 31, | | Years Ended August 31, | |
| | 2014 | | 2013(4) | | 2013 | | 2012 | | 2011 | | 2010 | |
Per Share Data | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 21.28 | | $ | 20.55 | | $ | 14.56 | | $ | 13.16 | | $ | 10.52 | | $ | 8.99 | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | |
Net investment loss(1) | | | (0.15 | ) | | (0.06 | ) | | (0.02 | ) | | — | | | (0.10 | ) | | (0.05 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency transactions | | | (5.23 | ) | | 1.50 | | | 6.02 | | | 1.40 | | | 2.74 | | | 1.59 | |
Total from investment operations | | | (5.38 | ) | | 1.44 | | | 6.00 | | | 1.40 | | | 2.64 | | | 1.54 | |
Less distributions to shareholders from: | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | (0.03 | ) | | (0.01 | ) | | — | | | — | | | (0.01 | ) |
Net realized capital gains | | | (2.78 | ) | | (0.68 | ) | | — | | | — | | | — | | | — | |
Total Distributions | | | (2.78 | ) | | (0.71 | ) | | (0.01 | ) | | — | | | — | | | (0.01 | ) |
Net asset value, end of period | | $ | 13.12 | | $ | 21.28 | | $ | 20.55 | | $ | 14.56 | | $ | 13.16 | | $ | 10.52 | |
Total investment return | | | -25.82 | %(5) | | 7.07 | %(2) | | 41.23 | % | | 10.64 | % | | 25.10 | % | | 17.08 | % |
Ratios (to average net assets)/Supplemental data: | | | | | | | | | | | | | | | | | | | |
Expenses after fee waivers | | | 1.46 | % | | 1.38 | % (3) | | 1.43 | % | | 1.47 | % | | 1.48 | % | | 1.45 | % |
Expenses before fee waivers | | | 1.47 | % | | 1.38 | %(3) | | 1.43 | % | | 1.47 | % | | 1.48 | % | | 1.43 | % |
Net investment income (loss) | | | (0.76 | )% | | (0.79) | % (3) | | (0.09 | )% | | 0.02 | % | | (0.72 | )% | | (0.50 | )% |
Portfolio turnover | | | 32 | % | | 13 | %(2) | | 35 | % | | 20 | % | | 29 | % | | 50 | % |
Net assets at end of period (000’s) | | $ | 160,507 | | $ | 293,646 | | $ | 295,513 | | $ | 146,281 | | $ | 152,097 | | $ | 144,824 | |
| | |
(1) | Per share net investment loss was calculated using average shares method. |
| |
(2) | Not Annualized. |
| |
(3) | Annualized. |
| |
(4) | On October 21, 2013, the Board of Directors approved the change in the fiscal year end to December 31st. |
| |
(5) | Includes adjustments made to the NAV in accordance with accounting principles generally accepted in the United States 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 accompanying notes are an integral part of these financial statements.
Notes to Financial Statements
December 31, 2014
1. The Organization
The Aegis Funds (comprised of the Aegis High Yield Fund and the Aegis Value Fund) (the “Funds”) is registered under the Investment Company Act of 1940 (the “1940 Act”) as a diversified open-end management investment company. The shares of the Aegis Funds are issued in multiple series, with each series, in effect, representing a separate fund.
The Aegis High Yield Fund’s principal investment goal is to seek maximum total return with an emphasis on high current income by investing primarily in a portfolio of high-yield fixed-income securities, which include debt securities and preferred stocks.
The Aegis Value Fund’s principal investment goal is to seek long-term capital appreciation by investing primarily in common stocks that are believed to be significantly undervalued relative to the market based on a company’s book value, revenues, or cash flow.
The Funds currently offers Class A and Class I shares. The Aegis High Yield Fund’s Class A shares commenced operations August 24, 2012. The Aegis High Yield Fund’s Class I commenced operations January 2, 2004. The Aegis Value Fund’s Class A shares commenced operations February 26, 2014. The Aegis Value Fund’s Class I commenced operations May 15, 1998. Each share class represents an equal pro rata interest in the Fund and provides the shareholder equal voting rights regarding any matters relating solely to that particular class. The Aegis High Yield Fund’s Class A and Class I shares sold or exchanged within 180 days of purchase are subject to a redemption fee of 2.00% of the value of shares sold or exchanged. The Aegis High Yield Fund’s Class A shares are subject to a 3.75% front end sales load and 1.00% contingent deferred sales charge for redemptions made within 2 years of purchase date. The Aegis Value Fund’s Class A shares are subject to a 3.75% front end sales load and 1.00% contingent deferred sales charge for redemptions made within 2 years of purchase date.
Notes to Financial Statements
December 31, 2014
2. Summary of Significant Accounting Policies
Security valuation. Investments in securities are valued based on market quotations or on data furnished by an independent pricing service. Investments in securities traded on a national securities exchange (or reported on the NASDAQ National Market) are stated at the last reported sales price or a market’s official close price on the day of valuation; other securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are stated at the last close price, or the average of bid and ask price for NASDAQ National Market securities. Short-term (less than 60 days maturity) notes are stated at amortized cost, which is equivalent to value. Restricted securities, securities for which market quotations are not readily available, and securities with market quotations that Aegis Financial Corporation (the “Advisor”) does not believe are reflective of market value are valued at fair value as determined by the Advisor under the supervision of the Board of Trustees. In determining fair value, the Board procedures consider all relevant qualitative and quantitative factors available. These factors are subject to change over time and are reviewed periodically. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. Where a security is traded in more than one market, which may include foreign markets, the securities are generally valued on the market considered by the Advisor to be the primary market. The Fund will value its foreign securities in U.S. dollars on the basis of the then-prevailing currency exchange rates.
In accordance with accounting principles generally accepted in the United States of America (“GAAP”), fair value is defined as the price that the Funds would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. GAAP establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:
| |
● | Level 1 – quoted prices in active markets for identical securities. An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value. |
Notes to Financial Statements
December 31, 2014
2. Summary of Significant Accounting Policies – (continued)
| |
● | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.), quoted prices for identical or similar assets in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. An adjustment to any observable input that is significant to the fair value may render the measurement a Level 3 measurement. |
| |
● | Level 3 – significant unobservable inputs, including the Fund’s own assumptions in determining the fair value of investments. |
Common stocks, preferred stocks and warrants. Securities traded or dealt in one or more domestic securities exchanges, excluding the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”), and not subject to restrictions against resale shall be valued on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities at the last quoted sales price or in the absence of a sale, at the mean of the last bid and asked prices. Securities traded or dealt in the NASDAQ and not subject to restrictions against resale shall be valued in accordance with the NASDAQ Official Closing Price. Securities traded on the NASDAQ Stock Market for which there were no transactions on a particular day are valued at the mean of the last bid and asked prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Stocks traded on inactive markets or valued by reference to similar instruments are categorized in Level 2.
Corporate bonds and convertible bonds. Debt securities may be valued at mean prices supplied by the Fund’s pricing agents based on broker or dealer supplied valuation or matrix pricing, a method of valuing securities by reference to the value of other securities with similar characteristics, such as rating and interest rate. If an independent pricing agent cannot price a particular debt security, the Advisor may obtain and use a price provided by an independent dealer who was the underwriter for the issuance or who makes a market in that security maturity. Although most corporate bonds are categorized in Level 2 of the fair value hierarchy, in instances where lower relative weight is placed on transaction prices, quotations, or similar observable inputs, they are categorized in Level 3.
Notes to Financial Statements
December 31, 2014
2. Summary of Significant Accounting Policies – (continued)
Senior Loans. The Aegis High Yield Fund may invest in senior secured floating rate loans (“Senior Loans”). Senior Loans generally are made to corporations, partnerships and other business entities (“Borrowers”) which operate in various industries and geographical regions. Senior Loans, which typically hold the most senior position in a Borrower’s capital structure, pay interest at rates that are re-determined periodically on the basis of a floating base lending rate, such as the London Inter-bank Offered Rate (LIBOR), plus a premium. This floatingrate feature should help to minimize changes in the principal value of the Senior Loans resulting from interest rate changes. The Borrowers generally will use proceeds from Senior Loans to finance leveraged buyouts, recapitalizations, mergers, acquisitions and stock repurchases and, to a lesser extent, to finance internal growth and for other corporate purposes. The Fund invests primarily in Senior Loans that are below investment grade quality and are speculative investments that are subject to credit risk. The Fund will attempt to manage these risks through ongoing analysis and monitoring of Borrowers. Senior Loans in which the Fund invests may not be rated by a rating agency, will not be registered with the SEC or any state securities commission and generally will not be listed on any national securities exchange. Therefore, the amount of public information available about Senior Loans will be limited, and the performance of the Fund’s investments in Senior Loans will be more dependent on the analytical abilities of the Advisor than would be the case for investments in more widely rated, registered or exchange-listed securities. In evaluating the creditworthiness of Borrowers, the Advisor will consider, and may rely in part, on analyses performed by others. Moreover, certain Senior Loans will be subject to significant contractual restrictions on resale and, therefore, will be illiquid.
Short-term investments. Short-term investments are valued using amortized cost which approximates fair value. To the extent the inputs are observable and timely, the values would be categorized in Level 2 of the fair value hierarchy.
Notes to Financial Statements
December 31, 2014
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 to value each Fund’s investments as of December 31, 2014:
2. Summary of Significant Accounting Policies – (continued)
| | | | | | | | | | | | |
Aegis High Yield Fund | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stock* | | | | | | | | | | | | |
Mining | | $ | 252,452 | | | $ | 410,960 | | | $ | — | | | $ | 663,412 | |
Oil Companies – Exploration & Production | | | — | | | | — | | | | 84,015 | | | | 84,015 | |
Corporate Bonds* | | | | | | | | | | | | | | | | |
Engineering & Construction | | | — | | | | 35,394 | | | | — | | | | 35,394 | |
Oil Companies – Exploration & Production | | | — | | | | 1,400,000 | | | | — | | | | 1,400,000 | |
Paper Products | | | — | | | | 1,310,716 | | | | — | | | | 1,310,716 | |
Liquidating Interests | | | | | | | | | | | | | | | | |
Diversified Financial Services | | | — | | | | — | | | | 260,253 | | | | 260,253 | |
Total* | | $ | 252,452 | | | $ | 3,157,070 | | | $ | 344,268 | | | $ | 3,753,790 | |
*Please refer to the Schedule of Portfolio Investments to view securities segregated by industry type.
Notes to Financial Statements
December 31, 2014
2. Summary of Significant Accounting Policies – (continued)
| | | | | | | | | | | | |
Aegis Value Fund | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks | | | | | | | | | | | | |
Consumer Discretionary | | $ | 20,967,637 | | | $ | — | | | $ | — | | | $ | 20,967,637 | |
Consumer Staples | | | 10,685,267 | | | | — | | | | — | | | | 10,685,267 | |
Energy | | | 28,322,329 | | | | — | | | | — | | | | 28,322,329 | |
Financials | | | 15,264,270 | | | | 2,864,061 | | | | — | | | | 18,128,331 | |
Industrials | | | 12,482,857 | | | | — | | | | — | | | | 12,482,857 | |
Information Technology | | | 10,489,333 | | | | — | | | | — | | | | 10,489,333 | |
Materials | | | 47,069,552 | | | | — | | | | — | | | | 47,069,552 | |
Utilities | | | 1,116,471 | | | | — | | | | — | | | | 1,116,471 | |
REITs | | | | | | | | | | | | | | | | |
Financials | | | 4,586,074 | | | | — | | | | — | | | | 4,586,074 | |
Warrants | | | | | | | | | | | | | | | | |
Energy | | | — | | | | — | | | | 8,500 | | | | 8,500 | |
Financials | | | 3,330,569 | | | | — | | | | — | | | | 3,330,569 | |
Materials | | | 6,455 | | | | — | | | | 59,265 | | | | 65,720 | |
Total* | | $ | 154,320,814 | | | $ | 2,864,061 | | | $ | 67,765 | | | $ | 157,252,640 | |
* Please refer to the Schedule of Portfolio Investments to view securities segregated by industry type.
The following is a summary of quantitative information about significant unobservable valuation inputs for each Fund approved by the Valuation Committee for Level 3 Fair Value Measurements for investments held as of December 31, 2014:
| | | | | | | | | | | |
Aegis High Yield Fund Investments | | | Fair Value as of 12/31/2014 | | Valuation Technique | | Unobservable Inputs | | Range | |
Woodbine | | | | | | | Broker Quotes, | | | | |
Holdings LLC | | $ | 84,015 | | Fair Valuation | | Comparables Pricing | | $ | 1.50 | |
| | | | | | | | | | | |
Penson Worldwide, | | | | | | | Comparables Pricing, | | | | |
Inc., Sr. Unsec., | | | | | | | Company Financial | | | | |
8.000%, 12/31/2031 | | $ | 10,000 | | Fair Valuation | | Statements | | $ | 0.01 | |
| | | | | | | | | | | |
Penson Worldwide, | | | | | | | Comparables Pricing, | | | | |
Inc., Sec., 12.500%, | | | | | | | Company Financial | | | | |
05/15/2017 | | $ | 250,253 | | Fair Valuation | | Statements | | $ | 0.25 | |
Notes to Financial Statements
December 31, 2014
2. Summary of Significant Accounting Policies – (continued)
| | | | | | | | | | | |
Aegis Value Fund Investments | | | | Fair Value as of 12/31/2014 | | Valuation Technique | | Unobservable Inputs | | | Range | |
Avino Silver & Gold | | | | | | | | | | | |
Mines, Exercise Price: | | | | | | | | | | | |
$2.87, 02/25/2017 | | $ | 59,265 | | Fair Valuation | | Pricing Model | | $ | 0.19 | |
| | | | | | | | | | | |
Magnum Hunter | | | | | | | | | | | |
Resourses, Corp., | | | | | | | | | | | |
Exercise Price: $85.00, | | | | | | | | | | | |
04/15/2016 | | $ | 8,500 | | Fair Valuation | | Pricing Model | | $ | 0.06 | |
The following is a reconciliation of each Funds Level 3 assets for which significant unobservable inputs were used to determine fair value for the year ended December 31, 2014:
| | | |
Aegis High Yield Fund | | | |
Fair Value Measurement Using Significant Unobservable Inputs (Level 3) | | | Investments in Securities Year Ended December 31, 2014 | |
Fair Value as of 12/31/13 | | $ | 1,343,431 | |
Total unrealized gain included in earnings | | | 1,593,965 | |
Total unrealized loss included in earnings | | | (284,110 | ) |
Total realized losses included in earnings | | | (1,922,248 | ) |
Sales | | | (386,770 | ) |
Fair Value as of 12/31/14 | | $ | 344,268 | |
The amount of total gains or losses for the period included in net increase (decrease) in net assets applicable to outstanding shares attributed to the change in unrealized gains or losses relating to assets still held at the reporting date | | $ | (239,732 | ) |
Aegis Value Fund | | | |
Fair Value Measurement Using Significant Unobservable Inputs (Level 3) | | | Investments in Securities Year Ended December 31, 2014 | |
Beginning Balance as of 12/31/13 | | $ | 308,964 | |
Unrealized losses included in earnings | | | (503,213 | ) |
Realized gains included in earnings | | | 159 | |
Purchases | | | 262,014 | |
Sales | | | (159 | ) |
Ending Balance as of 12/31/14 | | $ | 67,765 | |
The amount of total gains or losses for the period included in net increase (decrease) in net assets applicable to outstanding shares attributed to the change in unrealized gains or losses relating to assets still held at the reporting date | | $ | (503,085 | ) |
Notes to Financial Statements
December 31, 2014
2. Summary of Significant Accounting Policies – (continued)
During the year ended December 31, 2014, there were the following transfers between Level 1, Level 2 and Level 3 for each Fund.
| | | | | | |
| | Transfers | | | Market Value | |
Aegis High Yield Fund | | Level 1 to Level 2 | | $ | 410,960 | |
The transfers from Level 1 to Level 2 were due to certain securities switching from a direct quote in an active market to an evaluated price obtained from the pricing vendor.
Each Fund recognizes transfers between levels of the hierarchy as of the end of the period in which the transfers occur.
Foreign risk and currency translation. The Funds may invest directly in foreign securities. Financial market fluctuations in any country where the Fund has investments will likely affect the value of the securities that the Fund owns in that country. These movements will affect the Fund’s share price and investment performance. The political, economic, and social structures of some countries may be less stable and more volatile than those in the United States. The risks of foreign markets include currency fluctuations, possible nationalization or expropriation of assets, extraordinary taxation or exchange controls, political or social instability, unfavorable diplomatic developments, and certain custody and settlement risks. In addition to these risks, many foreign markets have less trading volume and less liquidity than the U.S. markets, and therefore prices in foreign markets can be highly volatile.
Foreign markets may also have less protection for investors than the U.S. markets. Foreign issuers may be subject to less government supervision. It may also be difficult to enforce legal and shareholder/bondholder rights in foreign countries. There is no assurance that the Fund will be able to anticipate these risks or counter their effects.
The accounting records of the Funds are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange to determine the value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective date of these transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. These fluctuations are included with the net realized and unrealized gains or losses from investments.
Notes to Financial Statements
December 31, 2014
2. Summary of Significant Accounting Policies – (continued)
Reported net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, 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 currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at each reporting period, resulting from changes in the exchange rate. These fluctuations are included with the net realized and unrealized gains or losses from investments.
Federal income and excise taxes. The Funds’ policy is to comply with the requirements of Subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all investment company taxable income and net capital gain to shareholders in a manner that results in no tax cost to the Fund. Therefore, no federal income tax provision is required.
Distributions to shareholders. Distributions to the Funds’ shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Distributions of net investment income, if any, are made monthly for the Aegis High Yield Fund and at least annually for the Aegis Value Fund. Net realized gains from investment transactions, if any, will be distributed to shareholders annually.
The character of distributions made during the year from net investment income or net realized gain may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain/(loss) items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.
Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Redemption Fee. To discourage frequent short-term trading in Fund shares, the Aegis High Yield Fund imposes a redemption fee on redemptions, including exchanges for shares of other Aegis Funds. If you purchase shares of the Fund you will be charged a 2.00% fee for any redemption of those shares made within 180 days of the purchase. The 180-day period begins on the purchase date and ends 180 days from that date.
The fee will be assessed and retained by the Aegis High Yield Fund for the benefit of remaining shareholders. The redemption fee is accounted for as an addition to paid-in-capital and is reported on the Statements of Changes in Net Assets and Financial Highlights (on a per share basis).
Notes to Financial Statements
December 31, 2014
2. Summary of Significant Accounting Policies – (continued)
Security Transactions, Income and Expenses. The Funds record security transactions based on the trade date. Interest income is recognized on the accrual basis and includes accretion of discounts and amortization of premiums. The specific identification method is used to determine book and tax cost basis when calculating realized gains and losses. Dividend income is recognized on the ex-dividend date, and interest income is recognized on the accrual basis and includes accretion of discounts and amortization of premiums. 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.
Each Fund’s class-specific expense is charged to the operations of that class of shares. Income and expenses (other than expenses attributable to a specific class) and realized and unrealized gains and losses on investments are allocated to each class of shares based on the class respective net assets to the total net assets of the Fund.
Indemnifications. In the normal course of business, the Funds enter into contracts that contain a variety of representations, which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
Significant Concentrations. The Aegis Funds maintain a demand deposit in excess of FDIC Insurance limits. As a result, the Funds are exposed to credit risk in the event of insolvency or other failure of the institution to meet its obligations. The Funds manage this risk by dealing with a major financial institution and monitoring its credit worthiness.
3. Advisory Fees and Other Transactions with Affiliates
Each Fund entered into an investment management and advisory services agreement (the “Agreement”) with the Advisor that provides for fees to be computed at an annual rate of 0.90% of the Aegis High Yield Fund’s average daily net assets and at an annual rate of 1.20% of the Aegis Value Fund’s average daily net assets. The Agreement shall remain in force through December 31, 2015 and may be renewed for additional one-year periods thereafter if approved annually by a majority of the independent members of the Board. The Agreement may be terminated at any time, without penalty, by the Funds on sixty (60) days’ written notice or by the Advisor on ninety (90) days’ written notice. Each Fund and the Advisor have also entered into an expense limitation agreement which shall remain in force through April 30, 2015, that provides for an expense reimbursement from the Advisor if the Funds’ expenses, exclusive of taxes, interest, fees incurred in acquiring or disposing of portfolio securities, and extraordinary expenses, exceed 1.45% for Aegis High Yield Fund – Class A, 1.20% for Aegis High Yield Fund – Class I, 1.75% for Aegis Value Fund – Class A and 1.50% for Aegis Value Fund – Class I, of each Fund’s average daily net assets. During the year ended December 31, 2014, the Advisor waived fees in the amount of $50,900 and $27,426 for the Aegis High Yield Fund and the Aegis Value Fund, respectively.
Notes to Financial Statements
December 31, 2014
3. Advisory Fees and Other Transactions with Affiliates – (continued)
Each Fund has agreed to repay the Advisor for amounts waived or reimbursed by the Advisor pursuant to the expense limitation agreement provided that such repayment does not cause the Fund’s expenses, exclusive of taxes, interest, fees incurred in acquiring or disposing of portfolio securities and extraordinary expenses, to exceed 1.45% for Aegis High Yield Fund – Class A, 1.20% for Aegis High Yield Fund – Class I, 1.75% for Aegis Value Fund – Class A and 1.50% for Aegis Value Fund – Class I and the repayment is made within three years after the year in which the Advisor incurred the expense. As of December 31, 2014, there was $278,303 of fees available to be recovered no later than December 31, 2016, of which, $148,860, $78,543 and $50,900 are recoverable through December 31, 2015, 2016 and 2017, respectively for the Aegis High Yield Fund. As of December 31, 2014, there was $27,426 of fees available to be recovered no later than December 31, 2017 for the Aegis Value Fund.
Certain officers and Trustees of the Funds are also officers of the Advisor. Each Fund pays each Trustee not affiliated with the Advisor fees in cash or Fund shares of $1,000 for each attended board meeting for each Fund, $500 for each attended audit committee meeting for each Fund, and $250 for each attended valuation committee meeting for each Fund. In addition, each Fund reimburses the Advisor for chief compliance officer services, a yearly amount of $20,000 paid on a quarterly basis.
4. Distribution and Service Plan
Each Fund has adopted a distribution and service plan (the “Plan”) pursuant to Rule 12b- 1 under the 1940 Act for its Class A Shares. Rule 12b-1 provides that an investment company that bears any direct or indirect expense of distributing its shares must do so only in accordance with the Plan permitted by Rule 12b-1. Pursuant to the Plan, each Fund makes payments to Quasar Distributors, LLC, the Fund’s distributor (the “Distributor”), the Advisor, financial intermediaries or others to reimburse such parties for distribution and/or shareholder servicing activity in an amount not to exceed 0.25% of its Class A shares average daily net assets on an annual basis. The distribution fees are “asset based” sales charges and, therefore, long-term shareholders may pay more in total sales charges than the economic equivalent of the maximum front-end sales charge permitted by the Financial Industry Regulatory Authority (FINRA). The Aegis High Yield Fund and the Aegis Value Fund incurred $28,627 and $297, respectively in expenses pursuant to the 12b-1 Plan for the year ended December 31, 2014.
Notes to Financial Statements
December 31, 2014
5. Investment Transactions
Purchases and sales of long-term investment securities (excluding short-term investments) for each Fund are presented below for the year ended December 31, 2014. There were no purchases or sales of U.S. Government securities during the year.
| | | | | | |
| | Purchases | | | Sales | |
Aegis High Yield Fund | | $ | 36,400,100 | | | $ | 67,849,933 | |
Aegis Value Fund | | $ | 74,942,647 | | | $ | 134,987,260 | |
6. Distributions to Shareholders and Tax Components of Net Assets
At December 31, 2014, gross unrealized appreciation and depreciation of investments owned by each Fund, based on cost for federal income tax purposes were as follows:
| | | | | | |
| | Aegis High Yield Fund | | | Aegis Value Fund | |
Tax cost of investments | | $ | 8,478,864 | | | $ | 195,199,244 | |
Unrealized appreciation | | $ | 1,247,105 | | | $ | 23,544,861 | |
Unrealized depreciation | | $ | (5,972,179 | ) | | $ | (61,491,465 | ) |
Net unrealized depreciation | | $ | (4,725,074 | ) | | $ | (37,946,604 | ) |
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.
As of December 31, 2014, the components of accumulated earnings on a tax basis were as follows:
| | | | | | |
| | Aegis High Yield Fund | | | Aegis Value Fund | |
Undistributed ordinary income | | $ | — | | | $ | — | |
Undistributed long term gain | | $ | — | | | $ | — | |
Distributable earnings | | $ | — | | | $ | — | |
Other accumulated losses | | $ | (26,695,514 | ) | | $ | (6,891,370 | ) |
Unrealized appreciation on investments | | $ | (4,725,074 | ) | | $ | (37,946,604 | ) |
Total accumulated loss | | $ | (31,420,588 | ) | | $ | (44,837,974 | ) |
The differences between book-basis and tax-basis unrealized appreciations are attributable primarily to the tax deferral of losses on wash sales and PFIC mark to market adjustments.
Notes to Financial Statements
December 31, 2014
6. Distributions to Shareholders and Tax Components of Net Assets – (continued)
As of December 31, 2014, the Aegis High Yield Fund had the following capital loss carryover and expirations. To the extent that each Fund realizes future net capital gains, those gains will be offset by any unused capital loss carry forwards in the character noted below.
| | | | | | | | | |
| | Long Term Amount | | Short Term Amount | | Expiration | |
Aegis High Yield Fund | | $ | | | $ | | | Indefinite | |
At December 31, 2014, each Fund deferred, on a tax basis, qualified late year losses, consisting of ordinary late year losses and post-October capital losses, as follows:
| | | | |
| Late Year Loss | | Post October Capital Loss | |
Aegis High Yield Fund | $ | 7,209 | | $ | 25,941,334 | |
Aegis Value Fund | $ | — | | $ | 6,891,370 | |
On the statement of assets and liabilities, as a result of permanent book to tax differences, certain amounts have been reclassified for the year ended December 31, 2014. The reclassifications were primarily a result of the differing book/tax treatment of distributions from real estate investment trusts and income from passive foreign investment companies and had no impact on the net assets of the Fund.
| | | | | | | |
| | Aegis High Yield Fund | | Aegis Value Fund | |
Undistributed Net Investment Income/(Loss) | | $ | 353,138 | | $ | 1,802,075 | |
Accumulated Net Realized Gain/(Loss) | | $ | (408,915 | ) | $ | (4,101,157 | ) |
Paid In Capital | | $ | 55,777 | | $ | 2,299,082 | |
The tax components of dividends paid during the year or period ended August 31, 2013, December 31, 2013 and the year ended December 31, 2014 were as follows:
| | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended August 31, 2013 | | Period Ended December 31, 2013 | | Year Ended December 31, 2014 | |
| | Ordinary Income | | Capital Gains | | Ordinary Income | | Capital Gains | | Ordinary Income | | Return of Capital | | Capital Gains | |
Aegis High Yield Fund | | | N/A | | | N/A | | $ | 5,254,900 | | $ | — | | $ | 5,837,504 | | $ | 502,486 | | $ | — | |
Aegis Value Fund | | $ | 102,561 | | | — | | $ | 3,355,791 | | $ | 6,187,685 | | $ | — | | $ | — | | $ | 29,713,547 | |
Notes to Financial Statements
December 31, 2014
6. Distributions to Shareholders and Tax Components of Net Assets – (continued)
GAAP requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing the Funds’ tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognize interest and penalties, if any, related to unrecognized tax benefits as interest expense in the Statement of Operations.
GAAP requires management of the Fund to analyze all open tax years, as defined by IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the year ended December 31, 2014, the Funds did not have a liability for any unrecognized tax benefits. The Funds file a U.S. Federal Income and excise tax return, as required. The Funds’ Federal income tax returns are subject to examination by the IRS for a period of three fiscal years after they are filed. The Funds have no examination in progress and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
Notes to Financial Statements
December 31, 2014
7. Investments in Affiliated Companies*
Investments representing 5% or more of the outstanding voting securities of a portfolio company result in that company being considered an affiliated company, as defined in the 1940 Act. The aggregate value of all securities of affiliated companies held in theAegis Value Fund as of December 31, 2014 amounted to $28,406,646, representing 17.68% of net assets. A summary of affiliated transactions for the year ended December 31, 2014 is as follows:
Aegis Value Fund
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | ALCO Stores Inc. | | Alliance One International Inc. | | Amerigo Resources Ltd. | | Delta Apparel Inc | | Legumex Walker Inc. | | Public Service Properties Investments Ltd. | | Tecumseh Products Co.** | | Total | |
December 31, 2013 Balance | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares | | | 231,978 | | | — | | | 8,906,800 | | | 408,602 | | | — | | | — | | | 1,420,620 | | | — | |
Cost | | $ | 2,113,477 | | $ | — | | $ | 6,309,422 | | $ | 2,645,255 | | $ | — | | $ | — | | $ | 12,873,522 | | $ | 23,941,676 | |
Market Value | | $ | 2,157,395 | | $ | — | | $ | 3,295,516 | | $ | 6,938,062 | | $ | — | | $ | — | | $ | 12,685,671 | | $ | 25,076,644 | |
Gross Additions | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares | | | — | | | 5,288,154 | | | — | | | 202,700 | | | 1,021,500 | | | 7,069,706 | | | 887,562 | | | — | |
Cost | | $ | — | | $ | 16,470,054 | | $ | — | | $ | 1,993,033 | | $ | 3,471,695 | | $ | 2,941,068 | | $ | 6,605,483 | | $ | 31,481,333 | |
Gross Deductions | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares | | | (231,978 | ) | | — | | | — | | | — | | | — | | | — | | | (112,038 | ) | | — | |
Cost | | $ | (2,113,477 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | (1,702,142 | ) | $ | (3,815,619 | ) |
Proceeds | | $ | 249,124 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 824,042 | | $ | 1,073,166 | |
December 31, 2014 Balance | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares | | | — | | | 5,288,154 | | | 8,906,800 | | | 611,302 | | | 1,021,500 | | | 7,069,706 | | | 2,196,144 | | | — | |
Cost | | $ | — | | $ | 16,470,054 | | $ | 6,309,422 | | $ | 4,638,288 | | $ | 3,471,695 | | $ | 2,941,068 | | $ | 17,776,863 | | $ | 51,607,390 | |
Market Value | | $ | — | | $ | 8,355,283 | | $ | 1,874,881 | | $ | 6,223,054 | | $ | 2,329,984 | | $ | 2,837,359 | | $ | 6,786,085 | | $ | 28,406,646 | |
| | $ | (1,864,353 | ) | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | (878,100 | ) | $ | (2,742,453 | ) |
| | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
| | |
| | |
* | As a result of the Aegis Value Fund’s beneficial ownership of common stock of these companies, regulators require that the Fund state that it may be deemed an affiliate of the respective issuer. The Fund disclaims that the “affiliated persons” are affiliates of the Distributors, Advisor, Funds or any other client of the Advisor. |
| |
** | As a result of a recapitalization process, each outstanding shares of Class A shares and Class B shares of Tecumseh of Tecumseh Products Co. on 5/2/2014. There were no Products Co. was reclassified changes to the shareholder’s equity. |
8. Subsequent Events
In connection with the preparation of the financial statements of the Funds as of and for the year ended December 31, 2014, events and transactions subsequent to December 31, 2014 have been evaluated by management for possible adjustment and/ or disclosure. At a meeting held on February 9, 2015, the Board of Trustee approved the closure of the Aegis High Yield Fund, a series of the Aegis Funds, on or about April 30, 2015.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of the Aegis Funds
and the Shareholders of Aegis High Yield Fund
and Aegis Value Fund
We have audited the accompanying statement of assets and liabilities of the Aegis High Yield Fund, a series of shares in the Aegis Funds, including the schedule of portfolio investments, as of December 31, 2014, 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 years or periods presented in the five year period then ended. We have also audited the accompanying statement of assets and liabilities of the Aegis Value Fund, a series of shares in the Aegis Funds, including the schedule of portfolio investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for the year then ended, for the period September 1, 2013 through December 31, 2013, and for the year ended August 31, 2013, and the financialhighlights for each of the years or periods presented. 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 December 31, 2014 by correspondence with the custodian, 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.
As explained in Note 2, the financial statements include investments valued at $344,268 for the High Yield Fund (1% of net assets), whose fair values have been estimated under procedures established by the Board of Trustees in the absence of readily ascertainable fair values.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Aegis High Yield Fund and Aegis Value Fund as of December 31, 2014, and the results of their operations, the changes in their net assets and their financial periods presented, in conformity with accounting principles generally accepted in the United States of America.
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| BBD, LLP |
Philadelphia, Pennsylvania | |
March 2, 2015 | |
Trustees and Officers
(Unaudited)
| | | | | | | | | | |
Name, Year of Birth, and Address | | Position(s) Held with the Funds | | Term of Office and Length of Time Served | | Principal Occupation During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During the Past 5 Years |
| | | | | | | | | | |
Independent Trustees* | | | | | | | | | | |
Eskander Matta Born: 1970 50 Beale Street San Francisco, CA 94105 | | Trustee | | Since 2003 | | President North America of Dragonmarts Co. Ltd since 2012; Vice President of ebusiness, Blue Shield of California (2008 – 2012); Senior Vice President of Internet Services Group, Wells Fargo & Co. (2002 – 2008). | | 2 | | Director of Aegis Value Fund, Inc. (1997 – 2014). |
| | | | | | | | | | |
David A. Giannini Born: 1953 30 Rockefeller Plaza Suite 4250 New York, NY 10112 | | Trustee | | Since 2006 | | Institutional equity sales and research with Scarsdale Equities since 2006. | | 2 | | Director of Aegis Value Fund, Inc. (2006 – 2014). |
| | | | | | | | | | |
V. Scott Soler Born: 1969 7500 San Felipe Suite 340 Houston, TX 77063 | | Trustee | | Since 2007 | | Co-owner at Limestone Value Partners since 2011; Managing Director and Senior Advisor of Quantum Energy Partners since 2006. | | 2 | | Director of Aegis Value Fund, Inc. (2007 – 2014). |
| | | | | | | | | | |
Interested Trustee** | | | | | | | | | | |
Scott L. Barbee Born: 1971 6862 Elm Street Suite 830 McLean, VA 22101 | | President Trustee Treasurer Secretary | | Since 2009 Since 2003 2003 – 2008 2006 – 2008 | | President of Aegis Financial Corporation since 2009; President of Aegis Value Fund, Inc. since 2009; Treasurer, Secretary and Managing Director of Aegis Financial Corporation (1997 – 2008); Treasurer of Aegis Value Fund, Inc. (1997 – 2009); Secretary of Aegis Value Fund, Inc. (2006 – 2008). | | 2 | | Director of Aegis Value Fund, Inc. (1997 – 2014). |
Trustees and Officers
(Unaudited)
| | | | | | | | | | |
Name, Year of Birth, and Address | | Position(s) Held with the Funds | | Term of Office and Length of Time Served | | Principal Occupation During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee | | Other Directorships Held by Trustee During the Past 5 Years |
| | | | | | | | | | |
Officer of the Fund who is not also a Trustee | | | | | | | |
Sarah Q. Zhang Born: 1970 6862 Elm Street | | Chief Compliance Officer | | Since 2008 | | Chief Compliance Officer of Aegis Financial Corp. | | N/A | | N/A |
Suite 830 McLean, VA 22101 | | Treasurer and Secretary | | Since 2009 | | and Aegis Value Fund, Inc. since 2008; Treasurer and Secretary of Aegis Financial Corporation and Aegis Value Fund, Inc. since 2009. | | | | |
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* | The “Independent Trustees” are those Trustees that are not considered “interested persons” of the Trust, as that term is defined in the 1940 Act. |
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** | Mr. Barbee is considered to be an “Interested Trustee” because of his affiliation with the Advisor. |
The Fund’s Statement of Additional Information includes additional information about Fund Trustee and is available, without charge, by calling the Fund’s toll-fee phone number, (800) 528-3780.
Other Information
(Unaudited)
Proxy Voting
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available by request, without charge, by calling the Funds’ toll-free telephone number, 800-528-3780. Information regarding how the Funds voted proxies, if any, relating to portfolio securities during the most recent 12-month period ended June 30 is available upon request, without charge, by calling 800-528-3780. The Funds’ proxy voting policies and procedures and voting record are also available on the U.S. Securities and Exchange Commission (“SEC”) website at http://www.sec.gov.
Code of Ethics
The Funds have adopted a code of ethics applicable to its principal executive officer and principal financial officer. A copy of this code is available, without charge, by calling the Funds’ toll-free phone number, 800-528-3780.
Fund Holdings
The complete schedules of the Funds’ holdings for the second and fourth quarters of each fiscal year are contained in the Funds’ semi-annual and annual shareholder reports, respectively. The Funds file complete schedules of the Funds’ holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q within days after the end of the period. Copies of the Funds’ Form N-Q are available without charge, upon request, by contacting the Funds at 800-528-3780 and on the SEC’s website at http://www.sec.gov. You may also review and copy Form N-Q at the SEC’s Public Reference Room in Washington, DC. For more information about the operation of the Public Reference Room, please call the SEC at 1-800-SEC-0330.
Tax Designation
For the fiscal year ended December 31, 2014, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
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Aegis Value Fund | 0.00% |
Aegis High Yield Fund | 4.89% |
Other Information
(Unaudited)
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended December 31, 2014 was as follows:
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Aegis Value Fund | 0.00% |
Aegis High Yield Fund | 4.47% |
Foreign Shareholders
The percentage of ordinary income distributions that are designated as interest-related dividends under Internal Revenue Code Section 871(k)(1)(C) for the year ended December 31, 2014 was as follows:
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Aegis Value Fund | 0.00% |
Aegis High Yield Fund | 0.00% |
The percentage of taxable ordinary income distributions that are designated as short- term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for the year ended December 31, 2014 was as follows:
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Aegis Value Fund | 0.00% |
Aegis High Yield Fund | 0.00% |
AEGIS FUNDS PRIVACY NOTICE
(This information is not part of the Report)
The Aegis Funds consider protecting the confidentiality of nonpublic personal information of our shareholders to be of the utmost importance. This privacy notice describes the information that we may collect, when we may disclose that information, and how we maintain the security and confidentiality of your nonpublic personal information.
Information We Collect
The Aegis Funds collect and retain information about you only when we reasonably believe that the information will assist us in managing your accounts. We collect certain information to protect your account, to ensure accuracy in reporting and recordkeeping, and to identify you when we conduct transactions for you. The information is also used to comply with certain laws and regulations that may apply to us and to help us understand your financial needs as we design or improve our products and services. We will also use your information to administer your account and transactions. We collect nonpublic personal information about you from the following sources:
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| ● | Your application or other forms, correspondence or conversations (examples include name, date of birth, address and Social Security Number); and |
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| ● | Your transactions with us (examples include account activity and balances). |
Information We Disclose
We understand that you expect the personal information you have entrusted to us to be handled with great care. We may share information about you under agreements with our service providers in order for our service providers to provide shareholder services and administer the funds, to process transactions, or to manage accounts for you. We share only information about our recordkeeping or transactions involving you or your account, such as your name, address, Social Security Number, account activity and account balances. We do not sell your nonpublic personal information. The Aegis Funds do not disclose nonpublic personal information about our shareholders to nonaffiliated third parties, except as permitted by applicable law. In all cases, your information is strictly protected. Each agreement requires that service providers keep the personal nonpublic information strictly confidential and use it only for the purpose for which it was intended.
Former Shareholders
The personal nonpublic information of former shareholders is treated in the same manner as the information of current shareholders.
Confidentiality and Security
The Aegis Funds restrict access to your nonpublic personal information to those individuals who need to know the information in order to provide product and services to you. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information. We recommend that you carefully protect your personal information and not provide your account name or number to anyone for any reason. If you choose to provide this information to a third party, you do so at your own risk.
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| The Aegis Funds | Custodian | |
| c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 Phone: (800) 528-3780 www.aegisvaluefund.com | U.S. Bank, N.A. Custody Operations 1555 North RiverCenter Drive, Suite 302 Milwaukee, Wisconsin 53212 | |
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| Board of Trustees | Administrator, Transfer Agent and Fund Accountant | |
| Scott L. Barbee David A. Giannini Eskander Matta V. Scott Soler | U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 | |
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| Officers | Independent Registered Public Accounting Firm | |
| Scott L. Barbee, President Sarah Q. Zhang, Treasurer/Secretary/ Chief Compliance Officer | BBD, LLP 1835 Market Street, 26th Floor Philadelphia, Pennsylvania 19103 | |
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| Investment Advisor | Counsel | |
| Aegis Financial Corporation 6862 Elm Street, Suite 830, McLean, VA 22101 | Seward & Kissel, LLP 901 K Street N.W. Washington DC 20001 | |
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