As filed with the U.S. Securities and Exchange Commission on December 5, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23219
USQ Core Real Estate Fund
(Exact name of registrant as specified in charter)
235 Whitehorse Lane, Suite 200
Kennett Square, PA 19348
(Address of principal executive offices) (Zip code)
Union Square Capital Partners, LLC
235 Whitehorse Lane, Suite 200
Kennett Square, PA 19348
(Name and address of agent for service)
(484) 731-3101
Registrant's telephone number, including area code
Date of fiscal year end: March 31
Date of reporting period: September 30, 2022
Item 1. Reports to Stockholders.
|
USQ Core Real Estate Fund
|
Semi-Annual Report
September 30, 2022
(Unaudited)
Must be preceded or accompanied by a prospectus.
The USQ Core Real Estate Fund is distributed by Quasar Distributors LLC.
USQ Core Real Estate Fund | TABLE OF CONTENTS |
| | |
| | |
Letter to Shareholders | 1 |
Schedule of Investments | 6 |
Statement of Assets & Liabilities | 7 |
Statement of Operations | 8 |
Statements of Changes in Net Assets | 9 |
Statement of Cash Flows | 11 |
Financial Highlights | 12 |
Notes to Financial Statements | 14 |
Additional Information | 23 |
Management Agreement Renewal | 24 |
Privacy Policy | 27 |
USQ Core Real Estate Fund | Letter to Shareholders |
| | September 30, 2022 (Unaudited) |
Dear Shareholder,
We are pleased to present this semi-annual report for the USQ Core Real Estate Fund for the period ending September 30, 2022. The report includes a discussion of Fund performance, a schedule of the Fund’s investments, and its unaudited financial statements.
In managing the Fund, Union Square Capital Partners seeks to provide shareholders with current income and capital appreciation with moderate volatility and low correlation to the broader markets. We believe the Fund continued to deliver in each of these four ways during the six-month period ended September 30, 2022 and performed above expectations, with a return of +4.80% for the period. The Fund’s private real estate allocation continues to be invested exclusively in private real estate funds that are constituents of the NCREIF Fund Index – Open-end Diversified Core Equity (the “NFI-ODCE”). The NFI-ODCE is considered the premier “core” institutional real estate index in the industry. To be included in the NFI-ODCE, the funds must adhere to strict risk and reporting standards.
Market Review
Heading into the Reporting Period, market participants were worried about rising inflation and the Federal Reserve’s willingness to hike rates at the fastest pace in decades. While that has in fact been what we have experienced, it is important to remember that commercial real estate benefits in an inflationary environment due to above average rent growth. This was especially true within the industrial and multi-family property types which experienced double-digit rent growth over the previous 12 months. This is an important point regarding real estate as an asset class, in that income increases during these periods and does not stay flat as it does in fixed income markets.
Of course, on the other hand, higher interest rates will also cool commercial real estate markets to the extent buyers exit the market due to higher financing costs. Higher interest rates will also put upward pressure on cap rates. That said, the substantial rent growth has offset the impact of higher cap rates to date and will likely continue to soften any valuation declines. To be clear, we are not expecting any significant decline in property values but do acknowledge persistently higher interest rates may create headwinds. As it relates to interest rates, we expect rates to decline as soon as we see a trend in softening inflation data. This trend may in fact have started at the time of this writing, with the October Consumer Price Index (CPI) report coming in below expectations.
While commercial real estate returns were strong over the Reporting Period, not all markets fared as well, especially during the previous 6 months. Fixed income offered almost no protection for investors as interest rates rapidly increased. In fact, the S&P 500 TR was down -20.20% and the Bloomberg U.S. Aggregate Index was down -9.22%. Diversifying into other asset classes, especially private markets, continues to benefit risk-adjusted returns as the public equity and fixed income markets are likely to see continued volatility with geo-political risks and a Federal Reserve that is caught in a position where it must increase interest rates and normalize its monetary policy.
Semi-Annual Report | September 30, 2022 | 1 |
USQ Core Real Estate Fund | Letter to Shareholders |
| | September 30, 2022 (Unaudited) |
Manager Discussion of Fund Performance
Below is the Fund’s current sector allocations and geographic weightings. We believe the fund is well diversified and favorably positioned to be a beneficiary of existing trends in commercial real estate and broader economic environment. The majority (~65%) of the Fund is allocated to the industrial and multi-family property types. These property types have experienced the strongest growth, but more importantly, are also well positioned to benefit from current real estate trends.
The industrial and multi-family property types were the strongest performers over the previous six months. Industrial properties (unlevered) appreciated by more than 6% during the Reporting Period while multi-family properties (unlevered) appreciated by approximately 3%. Office and retail slightly detracted from returns declining by -2.2% and -0.4%, respectively. The underlying funds that were overweighted in the industrial and multi-family property types were the strongest performers for the Reporting Period.
Over the six months ended September 30, 2022, the Fund’s Class I and Class IS shares delivered a total return of +4.80% and +4.83%, respectively. During the same period, broad-based equity markets delivered a -20.20% return (S&P 500 TR), while fixed income returns were negative posting a return of -9.22% (Bloomberg U.S. Aggregate Index). This highlights the lack of correlation in the publicly traded markets and exemplifies why we believe it is important to have an allocation to private real estate.
The Fund’s distribution policy is to make quarterly distributions to shareholders. During the six-month period ended September 30, 2022, the Fund made distributions to shareholders totaling $0.618 per share, of which we expect substantially all will be treated as a return of capital for tax purposes given the fund’s investment in real estate which are generally exempt from corporate taxes and have favorable tax treatment on distributions. This equates to an annualized distribution rate of 4.03% which is calculated by taking the average of the prior four quarterly distribution rates. The quarterly distribution rates are calculated by annualizing the actual distribution and dividing by the net asset value for the distribution date. There is no assurance that the Fund will continue to declare distributions or that they will continue at these rates. See additional disclosures below.
Semi-Annual Report | September 30, 2022 | 2 |
USQ Core Real Estate Fund | Letter to Shareholders |
| | September 30, 2022 (Unaudited) |
Growth of an Assumed $10,000 Investment
Average Annual Total Returns for the Period Ended September 30, 2022
| | 3 Month | 6 Month | 1 Year | 3 Year | 5 Year | Since Inception
9/27/2017 |
USQ Core Real Estate I (USQIX) | 0.62% | 4.80% | 19.73% | 10.41% | 8.47% | 8.46% |
USQ Core Real Estate IS (USQSX) | 0.62% | 4.83% | 19.79% | 10.46% | 8.50% | 8.48% |
S&P 500 TR | -4.88% | -20.20% | -15.47% | 8.16% | 9.24% | 9.34% |
Bloomberg U.S. Aggregate Index | -4.75% | -9.22% | -14.60% | -3.26% | -0.27% | -0.26% |
MSCI U.S. REIT GR Index | -9.96% | -25.23% | -16.55% | -2.00% | 2.93% | 3.10% |
NFI-ODCE NR | 0.31% | 4.87% | 20.96% | 11.38% | 9.26% | 9.25% |
The performance quoted represents past performance. Past performance does not guarantee future results. The current performance may be lower or higher than the performance data quoted. The investment return and principal value of the Fund will fluctuate; an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance data current to the most recent month end may be obtained by calling 1-833-877-3863.
Fund returns reflect actual fee waivers for the time periods represented. Had fees and expenses not been waived, returns would have been lower. See the prospectus for more information on current fees and expenses. All investing involves risk, including the possible loss of principal. Performance for periods less than one year is not annualized. Since Inception performance of the NFI-ODCE NR is as of 10/2/2017, due to quarterly calculation of the index. Class I gross expenses are 1.35% and net expenses are 0.95%. Class IS gross expenses are 1.60% and net expenses are 1.20%. Net fees are based on a contractual fee waiver and reimbursement agreement that will continue indefinitely until terminated by mutual agreement of the Adviser and the Fund, including consent of the Fund’s Board.
The graph shown above represents historical performance of a hypothetical investment of $10,000 in the Fund since inception. Past performance is not indicative of future results. Investment return and the principal value of an investment will fluctuate. Shares may be worth more or less than original cost when redeemed. Investing involves risk, including loss of principal. Fund performance includes reinvestment of distributions and reflects management fees and other expenses. The Fund return does not reflect the deduction of all fees, including third-party brokerage commissions or third-party investment advisory fees paid by investors to a financial intermediary for brokerage services. If the deduction of such fees was reflected, the performance would be lower. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data current to
Semi-Annual Report | September 30, 2022 | 3 |
USQ Core Real Estate Fund | Letter to Shareholders |
| | September 30, 2022 (Unaudited) |
the most recent month end may be obtained by calling 1-833-877-3863. An investment cannot be made in an index, which is unmanaged and has returns that do not reflect any trading, management or other costs. Index performance does not represent actual Fund or portfolio performance, nor does it represent actual performance of the Fund’s Adviser.
Outlook
While the public markets have not been kind to investors across the board, it is important to remember that declines are a natural part of investing, and actually necessary to keep markets functioning properly. This has certainly been the case over the Reporting Period. That said, it also highlights why an allocation to private assets, especially private real estate, is warranted as a core holding. Private real estate has consistently proven its ability to be a non-correlated asset and a true diversifier.
As it relates to commercial real estate specifically, we continue to believe the asset class is well-positioned in the current environment. We are certainly expecting moderation and may see some slight declines before returns normalize to their long-term trends, but overall, the fundamentals remain healthy. For example, occupancy remains at near record highs of 93.4%, leverage remains low at 21.5%, and leasing activity is strengthening. We are hopeful interest rates will also retreat as inflation trends down, which should provide a tailwind for the asset class. High quality commercial real estate, which is the hallmark of NFI-ODCE index in which the Fund invests, remains in high demand.
| 
|
Thomas Miller, CFA
CEO and Chief Investment Officer | Michael Achterberg, CAIA
Senior Portfolio Manager |
This letter represents the opinions of the Fund’s management and are subject to change, are not guaranteed and should not be considered recommendations to buy or sell any security. The information provided is not intended to be, and is not, a forecast of future events, a guarantee of results, or investment advice.
Definitions
Correlation is a statistic that measures the extent to which two asset classes (or securities) move in relation to each other. Two asset classes that have a high correlation move in the same direction as markets rise and fall. Two asset classes with negative or inverse correlation move in opposite directions as markets rise and fall. The closer the correlation statistic between two asset classes is to zero, the more independently the asset classes move with respect to each other.
Consumer Price Index is a measure of the average change overtime in the prices paid by urban consumers for a market basket of consumer goods and services.
Indexes
Bloomberg U.S. Aggregate Index The Bloomberg U.S. Aggregate Index is an unmanaged market value-weighted index for U.S. dollar denominated investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities with maturities of at least one year.
The MSCI US REIT Index is a free float-adjusted market capitalization index that is comprised of equity REITs. With 131 constituents, it represents about 99% of the US REIT universe and securities are classified in the Equity REITs Industry (under the Real Estate sector) according to the Global Industry Classification Standard (GICS®). It however excludes Mortgage REIT and selected Specialized REITs.
Semi-Annual Report | September 30, 2022 | 4 |
USQ Core Real Estate Fund | Letter to Shareholders |
| | September 30, 2022 (Unaudited) |
NFI-ODCE The NCREIF Fund Index — Open-end Diversified Core Equity (NFI-ODCE) consists of private real estate equity funds that meet certain criteria with respect to such things as leverage (less than 35%), operations (at least 75% invested in properties that are 75% or more leased), sector and geographic diversification, and investment in core real estate (at least 75% in office, industrial, apartment and retail properties).
S&P 500 TR S&P 500 TR is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.
One cannot invest directly in an index.
Risk Disclosures
Investing in the Fund’s shares involves substantial risks, including the risks set forth in the “Risk Factors” section of this prospectus, which include, but are not limited to the following:
| | ● | Investing in real estate entails special risks, including (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability of financing and (ix) changes in interest rates and leverage. There are also special risks associated with particular real estate sectors, or real estate operations generally. |
| | ● | The Fund is not intended to be a complete investment program, but instead as a way to help investors diversify into real estate. Diversification does not ensure a profit or guarantee against a loss. |
| | ● | There currently is no secondary market for the Fund’s shares and the Adviser does not expect that a secondary market will develop. Limited liquidity is provided to shareholders only through the Fund’s quarterly Repurchase Offers for no less than 5% of the Fund’s shares outstanding at net asset value. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly Repurchase Offer. |
Other Important Disclosures
The Fund’s distribution policy is to make quarterly distributions to shareholders. The level of quarterly distributions (including any return of capital) is not fixed. However, this distribution policy is subject to change. Shareholders should not assume that the source of a distribution from the Fund is net profit. A portion of the distributions consist of a return of capital based on the character of the distributions received from the underlying holdings, primarily Real Estate Investment Trusts. The final determination of the source and tax characteristics of all distributions will be made after the end of the year. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares. Distribution rates are not performance and there is no assurance that the Fund will continue to declare distributions or that they will continue at these rates.
By investing in the Fund, a shareholder will not be deemed to be an investor in any underlying fund in which the Fund invests and will not have the ability to exercise any rights attributable to an investor in any such underlying fund.
Before investing in the Fund, you should carefully consider the Fund’s investment objectives, risks, fees and expenses. For a copy of a prospectus which contains this and other information, please visit our website at www.usq.com or call 1-833-877-3863. Please read the Fund’s prospectus carefully before investing.
The USQ Core Real Estate Fund is distributed by Quasar Distributors LLC.
Semi-Annual Report | September 30, 2022 | 5 |
USQ Core Real Estate Fund | Schedule of Investments |
| | September 30, 2022 (Unaudited) |
Description | | Shares | | | Fair Value | |
Real Estate Investments — 91.2% | | | | | | | | |
Private Equity Real Estate Funds — 91.2% (1) | | | | | | | | |
AEW Core Property (U.S.), LP (2) | | | 5,980 | | | $ | 7,878,050 | |
ARA Core Realty Fund, LP (2) | | | 29 | | | | 4,734,035 | |
ASB Allegiance Real Estate Fund, LP (2) | | | 4,520 | | | | 8,813,999 | |
Bailard Real Estate Investment Trust, Inc. (2) | | | 274,613 | | | | 9,995,908 | |
Barings Core Property Fund, LP (2) | | | 54,273 | | | | 8,540,339 | |
BGO Daily Value Fund - Class F (2)(3) | | | 468,712 | | | | 7,182,536 | |
BGO Diversified US Property Fund (2) | | | 752 | | | | 2,371,977 | |
BlackRock US Core Property Fund, LP (2)(4) | | | — | | | | 8,044,982 | |
CBRE US Core Partners, LP (2) | | | 10,654,171 | | | | 22,252,445 | |
CIM UII Onshore, LP (2) | | | 6,023 | | | | 9,612,329 | |
Clarion Lion Properties Fund, LP (2) | | | 9,501 | | | | 19,482,815 | |
GWL USPF LP (2)(5) | | | — | | | | 10,209,406 | |
Madison Core Property Fund LP (2) | | | 7,338 | | | | 21,290,272 | |
MetLife Core Property Fund, LP (2) | | | 1,178 | | | | 2,271,278 | |
Prime Property Fund, LLC (2) | | | 213 | | | | 4,997,193 | |
PRISA, LP (2) | | | 4,008 | | | | 9,755,464 | |
PRREF II LP (2) | | | 1,354,005 | | | | 2,633,871 | |
RREEF America REIT II, Inc. (2) | | | 22,668 | | | | 3,727,715 | |
Smart Markets Fund, LP (2) | | | 4,748 | | | | 10,030,333 | |
Strategic Property Fund (2) | | | 745,228 | | | | 10,247,036 | |
TA Realty Core Property Fund, LP (2) | | | 7,474 | | | | 12,066,604 | |
U.S. Real Estate Investment Fund, LLC (2) | | | 3,317 | | | | 5,384,877 | |
U.S. Real Property Income Fund, LP (6) | | | — | | | | 1,471,825 | |
UBS Trumbull Property Fund, LP (2) | | | 142 | | | | 1,700,888 | |
Total Real Estate Investments (Cost $167,361,709) | | | | | | | 204,696,177 | |
| | | | | | | | | |
Short-Term Investments — 8.5% | | | | | | | | |
Money Market Fund — 8.5% | | | | | | | | |
Invesco Government & Agency - Institutional Shares, 2.88% (7) | | | 19,110,735 | | | | 19,110,735 | |
Total Short-Term Investments (Cost $19,110,735) | | | | | | | | |
| | | | | | | | | |
Total Investments — 99.7% (Cost $186,472,444) | | | | | | $ | 223,806,912 | |
Other Assets Less Liabilities — 0.3% | | | | | | | 588,676 | |
Net Assets — 100.0% | | | | | | $ | 224,395,588 | |
| Percentages are stated as a percent of net assets. |
| REIT - Real Estate Investment Trust |
| LLC - Limited Liability Company |
(1) | Securities considered illiquid and restricted. As of September 30, 2022, the value of these investments was $204,696,177 or 91.2% of the Fund’s net assets. Please refer to Note 8 in the Notes to the Financial Statements. |
(2) | In accordance with ASC 820-10, Private Investment Funds are valued using the practical expedient methodology. |
(3) | Affiliated investment for which ownership exceeds 69% of the investment’s capital. Please refer to Note 4 in the Notes to the Financial Statements. |
(4) | Partnership is not designated in units. The Fund owns approximately 0.28% at September 30, 2022. |
(5) | Partnership is not designated in units. The Fund owns approximately 0.92% at September 30, 2022. |
(6) | Partnership is not designated in units. The Fund owns approximately 0.06% at September 30, 2022. |
(7) | Rate reflects seven-day effective yield on September 30, 2022. |
See Notes to Financial Statements.
Semi-Annual Report | September 30, 2022 | 6 |
USQ Core Real Estate Fund | Statement of Assets & Liabilities |
| | September 30, 2022 (Unaudited) |
Assets | | | | |
Unaffiliated investments, at value (Cost $180,417,354) | | $ | 216,624,376 | |
Affiliated investments, at value (Cost $6,055,090) | | | 7,182,536 | |
Dividends receivable | | | 574,633 | |
Receivable for capital shares sold | | | 153,203 | |
Interest receivable | | | 37,014 | |
Prepaid assets and other assets | | | 50,517 | |
Total assets | | | 224,622,279 | |
| | | | | |
Liabilities | | | | |
Payable to Adviser, net of waiver (Note 3) | | | 94,476 | |
Audit fees payable | | | 17,342 | |
Trustees’ fees payable (Note 3) | | | 45,681 | |
Administration fees payable (Note 3) | | | 20,442 | |
Transfer agency fees payable (Note 3) | | | 16,580 | |
Compliance fees payable | | | 6,608 | |
Accrued expenses and other liabilities | | | 25,562 | |
Total liabilities | | | 226,691 | |
Net assets | | $ | 224,395,588 | |
Commitments and Contingencies (See Note 7).
Net Assets Consist of | | | | |
Paid-in capital | | $ | 186,936,159 | |
Total distributable earnings | | | 37,459,429 | |
Net assets | | $ | 224,395,588 | |
| | | | | |
Class I | | | | |
Net assets applicable to outstanding shares | | $ | 224,245,553 | |
Shares of beneficial interest outstanding (unlimited shares authorized, no par value) | | $ | 7,337,655 | |
Net asset value per share outstanding | | $ | 30.56 | |
| | | | | |
Class IS | | | | |
Net assets applicable to outstanding shares | | $ | 150,035 | |
Shares of beneficial interest outstanding (unlimited shares authorized, no par value) | | | 4,903 | |
Net asset value per share outstanding | | $ | 30.60 | |
See Notes to Financial Statements.
Semi-Annual Report | September 30, 2022 | 7 |
USQ Core Real Estate Fund | Statement of Operations |
| | April 1, 2022 - September 30, 2022 (Unaudited) |
Investment Income | | | | |
Dividends | | $ | 738,600 | |
Interest | | | 120,635 | |
Total investment income | | | 859,235 | |
| | | | | |
Expenses | | | | |
Management fees | | | 697,355 | |
Administrator fees | | | 90,604 | |
Shareholder service fees - Class I | | | 87,803 | |
Professional fees | | | 74,049 | |
Trustees’ fees | | | 58,681 | |
Transfer agent fees | | | 51,340 | |
Compliance fees | | | 39,107 | |
Registration fees | | | 27,480 | |
Insurance expense | | | 11,730 | |
Reports to shareholders | | | 10,929 | |
Custodian fees and expenses | | | 7,843 | |
Total expenses | | | 1,156,921 | |
Less fees waived/expense reimbursement by Adviser (Note 3) | | | (157,193 | ) |
Net Fund Expenses | | | 999,728 | |
Net Investment Loss | | | (140,493 | ) |
| | | | | |
Realized and Unrealized Gain/(Loss) on Investments | | | | |
Long term capital gain distributions | | | 1,207,228 | |
Net realized loss on investments | | | 682,522 | |
Net change in unrealized appreciation of unaffiliated investments | | | 6,786,947 | |
Net change in unrealized appreciation of affiliated investments | | | 395,452 | |
Net Realized and Unrealized Gain on Investments | | | 9,072,149 | |
Increase in Net Assets Resulting from Operations | | $ | 8,931,656 | |
See Notes to Financial Statements.
Semi-Annual Report | September 30, 2022 | 8 |
USQ Core Real Estate Fund | Statements of Changes in Net Assets |
| | |
| | For the period
April 1, 2022 -
September 30, 2022
(Unaudited) | | | Year Ended
March 31, 2022 | |
Operations | | | | | | | | |
Net investment loss | | $ | (140,493 | ) | | $ | (423,989 | ) |
Net realized gain/(loss) on investments | | | 1,889,750 | | | | (213,252 | ) |
Net change in unrealized appreciation on investments | | | 7,182,399 | | | | 26,572,620 | |
Net increase in net assets resulting from operations | | | 8,931,656 | | | | 25,935,379 | |
Distributions to Shareholders | | | | | | | | |
Distributable earnings | | | | | | | | |
Class I | | | — | | | | (457,769 | ) |
Class IS | | | — | | | | (540 | ) |
From return of capital | | | | | | | | |
Class I | | | (4,375,132 | ) | | | (4,170,700 | ) |
Class IS | | | (2,985 | ) | | | (4,647 | ) |
Decrease in net assets from distributions | | | (4,378,117 | ) | | | (4,633,656 | ) |
Capital Share Transactions | | | | | | | | |
Class I | | | | | | | | |
Proceeds from sales of shares | | | 42,811,500 | | | | 93,563,395 | |
Distributions reinvested | | | 1,513,414 | | | | 2,097,669 | |
Cost of shares redeemed | | | (14,132,255 | ) | | | (8,583,856 | ) |
Net increase from capital shares transactions | | | 30,192,659 | | | | 87,077,208 | |
Class IS | | | | | | | | |
Proceeds from sales of shares | | | 19,500 | | | | 6,000 | |
Distributions reinvested | | | 2,985 | | | | 5,187 | |
Cost of shares redeemed | | | (26,044 | ) | | | — | |
Net increase from capital shares transactions | | | (3,559 | ) | | | 11,187 | |
Net increase in net assets | | | 34,742,639 | | | | 108,390,118 | |
Net Assets | | | | | | | | |
Beginning of period | | | 189,652,949 | | | | 81,262,831 | |
End of period | | $ | 224,395,588 | | | $ | 189,652,949 | |
See Notes to Financial Statements.
Semi-Annual Report | September 30, 2022 | 9 |
USQ Core Real Estate Fund | Statements of Changes in Net Assets |
| | |
| | For the period
April 1, 2022 -
September 30, 2022
(Unaudited) | | | Year Ended
March 31, 2022 | |
Other Information | | | | | | | | |
Beneficial Interest Transactions: | | | | | | | | |
Class I | | | | | | | | |
Beginning shares | | | 6,345,390 | | | | 3,270,279 | |
Shares sold | | | 1,405,018 | | | | 3,311,900 | |
Distributions reinvested | | | 49,483 | | | | 76,862 | |
Shares redeemed | | | (462,235 | ) | | | (313,651 | ) |
Net Increase in shares outstanding | | | 992,266 | | | | 3,075,111 | |
Ending shares | | | 7,337,656 | | | | 6,345,390 | |
Class IS | | | | | | | | |
Beginning shares | | | 5,013 | | | | 4,616 | |
Shares sold | | | 640 | | | | 206 | |
Distributions reinvested | | | 97 | | | | 191 | |
Shares redeemed | | | (848 | ) | | | — | |
Net decrease in shares outstanding | | | (111 | ) | | | 397 | |
Ending shares | | | 4,902 | | | | 5,013 | |
See Notes to Financial Statements.
Semi-Annual Report | September 30, 2022 | 10 |
USQ Core Real Estate Fund | Statement of Cash Flows |
| | As of September 30, 2022 (Unaudited) |
Cash Flow from Operating Activities: | | | | |
Net increase in net assets resulting from operations | | $ | 8,931,656 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | | | | |
Purchase of investments | | | (43,236,432 | ) |
Proceeds from sales | | | 3,440,711 | |
Net sales of short term investments | | | 9,731,213 | |
Long term capital gain distributions | | | (1,207,228 | ) |
Net realized gain on investments | | | (682,522 | ) |
Net change in unrealized appreciation of unaffiliated investments | | | (6,786,947 | ) |
Net change in unrealized appreciation of affiliated investments | | | (395,452 | ) |
Return of capital distributions received | | | 331,359 | |
Long term capital gain distributions received | | | 1,207,228 | |
(Increase)/decrease in assets: | | | | |
Receivable from adviser | | | — | |
Receivable for capital shares sold | | | 180,842 | |
Investments paid in advance | | | 2,750,000 | |
Dividends receivable | | | (49,597 | ) |
Interest receivable | | | (33,555 | ) |
Prepaid expenses and other assets | | | (18,928 | ) |
Increase/(decrease) in liabilities: | | | | |
Payable to Adviser | | | 28,242 | |
Audit fees payable | | | (15,658 | ) |
Trustees’ fees payable | | | 13,681 | |
Administration fees payable | | | (3,058 | ) |
Legal fees payable | | | (5,244 | ) |
Transfer agency fees payable | | | 459 | |
Compliance fees payable | | | 108 | |
Reports to shareholders payable | | | (3,183 | ) |
Accrued expenses and other liabilities | | | 11,322 | |
Net cash used in operating activities | | | (25,810,983 | ) |
| | | | | |
Cash Flows from Financing Activities: | | | | |
Proceeds from shares sold, net of change in receivable | | | 42,831,000 | |
Payment on shares redeemed | | | (14,158,299 | ) |
Cash distributions paid | | | (2,861,718 | ) |
Net cash provided by financing activities | | | 25,810,983 | |
| | | | | |
Net decrease in cash | | | — | |
Cash, beginning of period | | $ | — | |
Cash, end of period | | $ | — | |
| | | | | |
Non-cash financing activities not included herein consist of reinvestment of distributions of: | | $ | 1,516,399 | |
See Notes to Financial Statements.
Semi-Annual Report | September 30, 2022 | 11 |
USQ Core Real Estate Fund - Class I | Financial Highlights |
| | For a Share Outstanding Throughout the Periods Presented |
| | For the period
April 1, 2022 -
September 30,
2022
(Unaudited) | | | Year Ended
March 31,
2022 | | | Year Ended
March 31,
2021 | | | Year Ended
March 31,
2020 | | | Year Ended
March 31,
2019 | | | For the period
September 27,
2017(1)
through
March 31,
2018 | |
Net Asset Value, Beginning of Period(2) | | $ | 29.86 | | | $ | 24.81 | | | $ | 25.56 | | | $ | 25.65 | | | $ | 25.08 | | | $ | 25.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Income from Investment Operations | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income/(loss)(3) | | | (0.02 | ) | | | (0.11 | ) | | | 0.01 | | | | 0.02 | | | | 0.60 | | | | 0.07 | |
Net realized and unrealized gain/(loss) on investments | | | 1.34 | | | | 6.25 | | | | 0.24 | | | | 0.93 | | | | 1.00 | | | | 0.58 | |
Total income/(loss) from investment operations | | | 1.32 | | | | 6.14 | | | | 0.25 | | | | 0.95 | | | | 1.60 | | | | 0.65 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Distributions to Shareholders | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | (0.11 | ) | | | (0.15 | ) | | | (0.36 | ) | | | (0.44 | ) | | | (0.57 | ) |
From return of capital | | | (0.62 | ) | | | (0.98 | ) | | | (0.85 | ) | | | (0.68 | ) | | | (0.59 | ) | | | — | |
Total distributions | | | (0.62 | ) | | | (1.09 | ) | | | (1.00 | ) | | | (1.04 | ) | | | (1.03 | ) | | | (0.57 | ) |
Increase/(Decrease) in Net Asset Value | | | 0.70 | | | | 5.05 | | | | (0.75 | ) | | | (0.09 | ) | | | 0.57 | | | | 0.08 | |
Net Asset Value, End of Period(2) | | $ | 30.56 | | | $ | 29.86 | | | $ | 24.81 | | | $ | 25.56 | | | $ | 25.65 | | | $ | 25.08 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total Return (2)(4) | | | 4.42 | %(5) | | | 25.29 | % | | | 0.88 | % | | | 4.00 | % | | | 6.47 | % | | | 2.62 | %(5) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Supplemental Data and Ratios | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000s) | | $ | 224,246 | | | $ | 189,503 | | | $ | 81,148 | | | $ | 49,646 | | | $ | 30,391 | | | $ | 26,735 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets, before waiver(6)(7) | | | 1.08 | % | | | 1.31 | % | | | 1.83 | % | | | 2.34 | % | | | 2.94 | % | | | 3.62 | % |
Ratio of expenses to average net assets, after waiver(6)(7) | | | 0.93 | % | | | 0.91 | % | | | 0.89 | % | | | 0.87 | % | | | 0.85 | % | | | 0.85 | % |
Ratio of net investment income to average net assets, before waiver(6)(7) | | | (0.28 | )% | | | (0.79 | )% | | | (0.93 | )% | | | (1.38 | )% | | | 0.25 | % | | | (2.22 | )% |
Ratio of net investment income to average net assets, after waiver(6)(7) | | | (0.13 | )% | | | (0.39 | )% | | | 0.02 | % | | | 0.09 | % | | | 2.34 | % | | | 0.55 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 1.75 | %(5) | | | 0.13 | % | | | 5.35 | % | | | 1.54 | % | | | 10 | % | | | 24 | %(5) |
| | (1) | Commencement of Operations. |
| | (2) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| | (3) | Calculated using the average shares method. |
| | (4) | Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser not waived/reimbursed a portion of Fund expenses, total returns would have been lower. |
| | (6) | All income and expenses are annualized for periods less than one full year. |
| | (7) | Ratios do not include expenses of underlying private investment funds in which the Fund invests. |
See Notes to Financial Statements.
Semi-Annual Report | September 30, 2022 | 12 |
USQ Core Real Estate Fund - Class IS | Financial Highlights |
| | For a Share Outstanding Throughout the Periods Presented |
| | For the period
April 1, 2022 -
September 30,
2022
(Unaudited) | | | Year Ended
March 31,
2022 | | | Year Ended
March 31,
2021 | | | Year Ended
March 31,
2020 | | | Year Ended
March 31,
2019 | | | For the period
September 27,
2017(1)
through
March 31,
2018 | |
Net Asset Value, Beginning of Period(2) | | $ | 29.92 | | | $ | 24.85 | | | $ | 25.55 | | | $ | 25.66 | | | $ | 25.08 | | | $ | 25.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Income from Investment Operations | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income/(loss)(3) | | | (0.01 | ) | | | (0.07 | ) | | | 0.02 | | | | 0.22 | | | | 0.60 | | | | 0.07 | |
Net realized and unrealized gain/(loss) on investments | | | 1.31 | | | | 6.23 | | | | 0.28 | | | | 0.71 | | | | 1.01 | | | | 0.58 | |
Total income/(loss) from investment operations | | | 1.30 | | | | 6.16 | | | | 0.30 | | | | 0.93 | | | | 1.61 | | | | 0.65 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Distributions to Shareholders | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | (0.11 | ) | | | (0.15 | ) | | | (0.36 | ) | | | (0.44 | ) | | | (0.57 | ) |
From return of capital | | | (0.62 | ) | | | (0.98 | ) | | | (0.85 | ) | | | (0.68 | ) | | | (0.59 | ) | | | — | |
Total distributions | | | (0.62 | ) | | | (1.09 | ) | | | (1.00 | ) | | | (1.04 | ) | | | (1.03 | ) | | | (0.57 | ) |
Increase/(Decrease) in Net Asset Value | | | 0.68 | | | | 5.07 | | | | (0.70 | ) | | | (0.11 | ) | | | 0.58 | | | | 0.08 | |
Net Asset Value, End of Period(2) | | $ | 30.60 | | | $ | 29.92 | | | $ | 24.85 | | | $ | 25.55 | | | $ | 25.66 | | | $ | 25.08 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total Return (2)(4) | | | 4.35 | %(5) | | | 25.33 | % | | | 1.04 | % | | | 3.96 | % | | | 6.51 | % | | | 2.62 | %(5) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Supplemental Data and Ratios | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000s) | | $ | 150 | | | $ | 150 | | | $ | 115 | | | $ | 113 | | | $ | 109 | | | $ | 103 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets, before waiver(6)(7) | | | 1.00 | % | | | 1.26 | % | | | 1.85 | % | | | 2.39 | % | | | 2.94 | % | | | 3.62 | % |
Ratio of expenses to average net assets, after waiver(6)(7) | | | 0.85 | % | | | 0.85 | % | | | 0.85 | % | | | 0.85 | % | | | 0.85 | % | | | 0.85 | % |
Ratio of net investment income to average net assets, before waiver(6)(7) | | | (0.20 | )% | | | (0.67 | )% | | | (0.93 | )% | | | (0.68 | )% | | | 0.25 | % | | | (2.22 | )% |
Ratio of net investment income to average net assets, after waiver(6)(7) | | | (0.05 | )% | | | (0.26 | )% | | | 0.08 | % | | | 0.86 | % | | | 2.34 | % | | | 0.55 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 1.75 | %(5) | | | 0.13 | % | | | 5.35 | % | | | 1.54 | % | | | 10 | % | | | 24 | %(5) |
| | (1) | Commencement of Operations. |
| | (2) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
| | (3) | Calculated using the average shares method. |
| | (4) | Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser not waived/reimbursed a portion of Fund expenses, total returns would have been lower. |
| | (6) | All income and expenses are annualized for periods less than one full year. |
| | (7) | Ratios do not include expenses of underlying private investment funds in which the Fund invests. |
See Notes to Financial Statements.
Semi-Annual Report | September 30, 2022 | 13 |
USQ Core Real Estate Fund | Notes to Financial Statements |
| | September 30, 2022 (Unaudited) |
1. ORGANIZATION
The USQ Core Real Estate Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management company. The Fund engages in a continuous offering of shares and operates as an interval fund that offers quarterly repurchases of shares at net asset value (“NAV”). The Fund’s investment adviser is Union Square Capital Partners, LLC (the “Adviser”). The investment objective of the Fund is to generate a return comprised of both current income and capital appreciation with moderate volatility and low correlation to the broader markets.
The Fund is organized as a statutory trust under the laws of the State of Delaware. The Fund commenced operations on September 27, 2017.
The Fund currently offers Class I and Class IS shares. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Fund’s income, expenses (other than class specific distribution fees and shareholder servicing expenses) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Fund is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946, Financial Services - Investment Companies.
Valuation of Private Investment Funds
The private institutional real estate investment funds in which the Fund invests (“Private Investment Funds”) are not publicly traded. The Private Investment Funds measure their investment assets at fair value and report a NAV per share on a calendar quarter basis. In accordance with Accounting Standards Codification (“ASC”) 820, the Fund applies the practical expedient to value its investments in Private Investment Funds at their respective NAVs at each quarter – as this method more accurately estimates the actual value of each Private Investment Fund at quarter-end. For non-calendar quarter-end days, the Adviser, as the Board of Trustees’ “valuation designee” under 1940 Act Rule 2a-5, may consider certain information provided by a Private Investment Fund’s investment manager to determine the estimated value of the Fund’s holdings in such Private Investment Funds. The valuation provided by the investment manager as of a specific date may vary from the actual sale price that may be obtained if such investment were sold to a third party. To determine the estimated value of the Fund’s investment in Private Investment Funds, the Adviser considers, among other things, information provided by the Private Investment Funds, including quarterly unaudited financial statements.
Valuation of Public Investments
Readily marketable portfolio securities listed on the New York Stock Exchange (“NYSE”) are valued at the last sale price reflected on the consolidated tape at the close of the NYSE on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices on such day. If no bid or ask prices are quoted on such day or if market prices may be unreliable because of events occurring after the close of trading, then the security is valued by such method as the Adviser shall determine in good faith to reflect its fair market value. Readily marketable securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a like manner. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined as reflected on the consolidated tape at the close of the exchange representing the principal market for such securities. Securities trading on The NASDAQ Stock Market (“NASDAQ”) are valued at the NASDAQ official closing price.
Semi-Annual Report | September 30, 2022 | 14 |
USQ Core Real Estate Fund | Notes to Financial Statements |
| | September 30, 2022 (Unaudited) |
Third-Party Pricing Agents
The Adviser may contract with independent, third-party pricing agents to provide primary and secondary valuation coverage. Generally, there will be only one primary pricing agent identified for each type of security within the Fund’s portfolio.
Use of Independent Brokers to Value Securities
If a security price cannot be obtained from an independent, third-party pricing agent, the Adviser shall seek to obtain a bid price from at least one independent broker. The Adviser shall report to the Board on any use of an independent broker to value securities.
Fair Value Pricing Procedures
Securities for which market prices are not “readily available,” or which cannot be valued using the methodologies described in these procedures, will be valued in accordance with the Adviser’s Valuation Policy as approved by the Board. Notwithstanding the foregoing, a security shall not be required to be fair valued in accordance with the Adviser’s Valuation Policy if the aggregate impact to the Fund’s NAV would be less than $0.01. For purposes of measuring the $0.01 threshold, it is assumed that all securities that would otherwise be required to be fair valued were worthless to provide a hypothetical worst-case scenario. In such cases, the most recent available market value for such security may be used.
Fair Value Measurements
In applying the valuation procedures described in this Valuation Policy, the Adviser maximizes the use of “observable” versus “unobservable” inputs in markets which are active or markets where there has not been a significant decrease in the volume and frequency of transactions, as stressed by ASC Topic 820. Observable inputs are defined as 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. Unobservable inputs are defined as inputs that reflect the Adviser’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. To clarify observable versus unobservable inputs and increase consistency and comparability in Fair Value measurements, ASC Topic 820 establishes a Fair Value hierarchy (the “Fair Value Hierarchy”) that prioritizes valuation inputs into three levels, which is utilized by the Adviser. The Fair Value Hierarchy is described below in further detail.
Level 1 - Level 1 inputs (“Level 1 Inputs”) are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Adviser has the ability to access at the valuation date. As defined in ASC Topic 820, an active market (“Active Market”) for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The portfolio has investments in actively traded securities and therefore are valued through the use of Level 1 Inputs in accordance with the Fair Value Hierarchy. In accordance with ASC Topic 820, when applicable Level 1 Inputs are available for a particular security, the Fair Value of the security is equal to the quoted price multiplied by the quantity held. Adjustments are not applied to the quoted price due to the size of a position relative to trading volume (i.e., blockage).
Level 2 - Level 2 inputs (“Level 2 Inputs”) are inputs other than quoted prices included within Level 1 Inputs that are observable for the asset or liability, either directly or indirectly. Level 2 Inputs can include: quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, volatilities, prepayment speeds, loss severities, credit risks, default rates, etc.); and observable market-based inputs.
Level 3 - Level 3 inputs (“Level 3 Inputs”) are unobservable inputs for the asset or liability. Unobservable inputs are used in the absence of observable inputs. Level 3 Inputs reflect the Adviser’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Semi-Annual Report | September 30, 2022 | 15 |
USQ Core Real Estate Fund | Notes to Financial Statements |
| | September 30, 2022 (Unaudited) |
These inputs are summarized in the three broad levels that follow.
Investments in Securities at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Private Equity Real Estate Funds(a) | | $ | — | | | $ | — | | | $ | 1,471,825 | | | $ | 204,696,177 | |
Short-Term Investments | | | 19,110,735 | | | | — | | | | — | | | | 19,110,735 | |
Total | | $ | 19,110,735 | | | $ | — | | | $ | 1,471,825 | | | $ | 223,806,912 | |
(a) | In accordance with ASC 820-10, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statement of Assets & Liabilities. |
The following is a reconciliation of assets in which Level 3 inputs were used in determining value:
Investments in Securities at Value | | Beginning
Fair Value
April 1, 2022 | | | Purchases or
Contributions | | | Sales or
Distributions | | | Change in
Unrealized
Appreciation
(Depreciation) | | | Net Realized
Gain (Loss) | | | Ending Fair
Value
September
30, 2022 | | | Investment
Income | |
U.S. Real Property Income Fund, LP | | $ | 4,956,078 | | | $ | — | | | $ | (3,378,011 | ) | | $ | (106,242 | ) | | $ | — | | | $ | 1,471,825 | | | $ | — | |
Total | | $ | 4,956,078 | | | $ | — | | | $ | (3,378,011 | ) | | $ | (106,242 | ) | | $ | — | | | $ | 1,471,825 | | | $ | — | |
Use of Estimates
The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date of the financial statements. The Fund believes that these estimates utilized in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates.
Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.
Federal Income Taxes
The Fund intends to continue to qualify as a regulated investment company and comply with the provisions available to certain investment companies as defined in Subchapter M of the Internal Revenue Code of 1986, as amended, and to make distributions from net investment income and from net realized capital gains sufficient to relieve it from all, or substantially all, federal income taxes.
The Fund evaluates tax positions taken (or expected to be taken) in the course of preparing the Fund’s tax provisions to determine whether these positions meet a “more-likely-than-not” standard that, based on the 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.
As of September 30, 2021, the Fund’s most recent tax year end, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expenses in the Statement of Operations. The Fund files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.
Semi-Annual Report | September 30, 2022 | 16 |
USQ Core Real Estate Fund | Notes to Financial Statements |
| | September 30, 2022 (Unaudited) |
Investment Transactions
Investment security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis.
Distributions to Shareholders
Distributions from investment income are declared and paid quarterly. Distributions from net realized capital gains, if any, are declared and paid annually and are recorded on the ex-dividend date. The character of income and gains to be distributed is determined in accordance with income tax regulations, which may differ from GAAP. Shareholders will be informed of the tax characteristics of the distributions after the close of each fiscal year.
Investment Income
Interest income is accrued and recorded on a daily basis including amortization of premiums, accretion of discounts, and income earned from money market funds. Dividend income is recorded on the ex-dividend date, except that certain dividends from private investment funds are recorded as soon as the information is available to the Fund. Distributions received from the Fund’s investments in private investment funds generally are comprised of investment income, capital gains, and return of capital. For financial statement purposes, the Fund uses investment income, capital gains, and return of capital estimates to allocate the distribution income received. Such estimates are based on historical information available from each private investment and other industry sources. These estimates may subsequently be revised based on information received from the private investment funds after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Fund. The Fund estimates the allocation of investment income, capital gains, and return of capital for the distributions received from private investment funds with the Statement of Operations. For the period ended September 30, 2022, the Fund has estimated approximately 24.3%, 23.6%, and 52.1% of the distributions from private investment funds to be investment income, capital gains, and return of capital, respectively. The Fund records the character of distributions received during the year based on estimates available. The characterization of distributions received by the Fund may be subsequently revised based on the information received from the private investment funds after their tax reporting periods conclude.
Industry Concentration
If a Fund has significant investments in the securities of issuers within a particular industry, any development affecting that industry will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that industry. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Fund’s NAV per share. Occasionally, market conditions, regulatory changes, or other developments may negatively impact this industry, and therefore the value of the Fund’s portfolio will be adversely affected. As of September 30, 2022, the Fund had 91.2% of the value of its net assets invested within the real estate industry.
Liquidity Risk
Liquidity risk exists when particular investments are difficult to sell. The Fund may not be able to sell these investments at the best prices or at the value the Fund places on them. In such a market, the value of such investments and the Fund’s share price may fall dramatically, even during periods of declining interest rates. Investments that are illiquid or that trade in lower volumes may be more difficult to value. The market for high yield securities in particular may be less liquid and therefore these securities may be harder to value or sell at an acceptable price, especially during times of market volatility or decline.
Interest Rate Risk
The Fund’s investments will expose it to interest rate risk, meaning that changes in prevailing market interest rates could negatively affect the value of such investments. If interest rates increase, so could the Fund’s interest costs for new debt, including variable rate debt obligations under any credit facility or other financing. This increased cost could make the financing of any development or
Semi-Annual Report | September 30, 2022 | 17 |
USQ Core Real Estate Fund | Notes to Financial Statements |
| | September 30, 2022 (Unaudited) |
acquisition more costly. Factors that will affect market interest rates include, without limitation, inflation, deflation, slow or stagnant economic growth or recession, unemployment, money supply, governmental monetary policies, international disorders, and instability in domestic and foreign financial markets.
3. ADVISORY FEES AND OTHER RELATED PARTY TRANSACTIONS AND OTHER FEES
The Adviser serves as the investment adviser to the Fund. Under the terms of the Investment Advisory Agreement (the “Agreement”), the Adviser, subject to the supervision of the Board of Trustees (the “Board”), provides or arranges to be provided to the Fund such investment advice as it deems advisable and will furnish or arrange to be furnished a continuous investment program for the Fund consistent with the Fund’s investment objectives and policies. As compensation for its management services, the Fund agrees to pay to the Adviser a monthly fee in dollars at the annual rate of 0.65% (as a percentage of daily net assets) on assets up to $500 million, 0.50% on assets of $500 million and more but less than $1 billion, 0.40% on assets of $1 billion and more but less than $5 billion, and 0.30% on assets of $5 billion and more, payable at the end of each calendar month. During the period ended September 30, 2022, the Fund accrued $697,355 in management fees.
The Adviser has contractually agreed to waive its fees and/or pay Fund expenses so that the total annual operating expenses of the Fund for Class I and Class IS shares (excluding taxes, interest, trading costs, acquired fund fees and expenses, distribution fees, and shareholder servicing expenses), as a percentage of average daily net assets, do not exceed 0.85%. The Expense Limitation Agreement will continue indefinitely until revised or terminated by mutual agreement by the Fund and the Adviser, with the consent of the Board. Under the Expense Limitation Agreement, the Adviser may request and receive reimbursement from the Fund for advisory fees waived or other expenses reimbursed by the Adviser pursuant to the Expense Limitation Agreement at a date not to exceed three years from the month in which the corresponding waiver or reimbursement to the Fund was made. However, no reimbursement may be made unless the total annual expense ratio of the class making such reimbursement is no higher than the amount of the expense limitation that was in place at the time the Adviser waived the fees or reimbursed the expenses and does not cause the expense ratio to exceed the current expense limitation.
Fees and reimbursed Fund expenses, including prior year expenses, are subject to potential recoupment by year of expiration. The Adviser’s waived fees and reimbursed expenses that are subject to potential recoupment are as follows:
Fiscal Period
Incurred | | Amount
Waived | | | Amount
Recouped(a) | | | Amount Subject
to Potential Recoupment | | | Expiration
Date | |
March 31, 2020 | | $ | 558,294 | | | $ | — | | | $ | 558,294 | | | | March 31, 2023 | |
March 31, 2021 | | | 499,126 | | | | — | | | | 499,126 | | | | March 31, 2024 | |
March 31, 2022 | | | 421,060 | | | | — | | | | 421,060 | | | | March 31, 2025 | |
March 31, 2023 | | | 157,193 | | | | — | | | | 157,193 | | | | March 31, 2026 | |
Total | | $ | 1,635,673 | | | $ | — | | | $ | 1,635,673 | | | | | |
| (a) | Amounts to be recouped will be in compliance with the Expense Limitation Agreement, and will not cause the total Fund’s expense ratio to exceed 0.85%. |
Certain Officers of the Fund are also Officers of the Adviser. Trustees and officers, other than the Chief Compliance Officer, affiliated with the Adviser are not compensated by the Fund for their services. Effective September 8, 2022, each Trustee who is not an affiliated person of the Adviser receives an aggregate annual retainer fee of $30,000 per calendar year from the USQ Complex, which includes the Fund and PREDEX. In addition, each Independent Trustee shall receive compensation of $2,500 for each meeting attended in person and $500 for each meeting attended telephonically. Prior to September 8, 2022, each Trustee who is not an affiliated person of the Adviser receives from the Fund an annual retainer of $30,000, paid quarterly; a fee of $2,500 for attendance at each in-person meeting of the Board; and a fee of $500 for attendance at each telephonic regular meeting of the Board.
Semi-Annual Report | September 30, 2022 | 18 |
USQ Core Real Estate Fund | Notes to Financial Statements |
| | September 30, 2022 (Unaudited) |
The Adviser also provides a Chief Compliance Officer to the Fund. For these services, the Fund pays the Adviser a monthly fee of $6,500, which is included in Compliance fees in the Statement of Operations.
Quasar Distributors, LLC (“Quasar”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC (“Foreside”), serves as the Fund’s distributor. The Fund has adopted a plan of distribution consistent with Rule 12b-1 of the 1940 Act applicable to Class IS shares. Under the plan, 12b-1 distribution fees at an annual rate of 0.25% of average daily net assets of Class IS shares are paid to the distributor or others for distribution services. For the period ended September 30, 2022, the Fund had not incurred any 12b-1 fees. The Fund has also adopted a shareholder servicing plan applicable to Class I and Class IS shares. Under the plan, shareholder servicing fees at an annual rate up to a maximum of 0.10% and 0.25% of average daily net assets of Class I and Class IS shares are paid for shareholder services, respectively. For the period ended September 30, 2022, the Fund incurred shareholder servicing fees of $87,803 for Class I and $0 for Class IS.
The custodian to the Fund is U.S. Bank National Association. The administrator and transfer agent to the Fund is U.S. Bancorp Fund Services, LLC, d/b/a U.S. Bank Global Fund Services (“Fund Services”). See the effect of expenses on Statement of Operations.
4. AFFILIATED INVESTMENTS
Issuers that are considered affiliates, as defined in Section 2(a)(3) of the 1940 Act, of the Fund at year-end are noted in the Fund’s Schedule of Investments. The table below reflects transactions during the period with entities that are affiliates as of September 30, 2022 and may include acquisitions of new investments, prior year holdings that become affiliated during the year, and prior year affiliated holdings that are no longer affiliated as of year-end.
Non-Controlled Affiliates | | Beginning
Fair Value
April 1, 2022 | | | Purchases or
Contributions | | | Sales or
Distributions | | | Change in
Unrealized
Appreciation
(Depreciation) | | | Net Realized
Gain (Loss) | | | Ending
Fair Value
September 30,
2022 | | | Investment
Income | |
BGO Daily Value Fund - Class F | | $ | 6,787,084 | | | $ | — | | | $ | — | | | $ | 395,452 | | | $ | — | | | $ | 7,182,536 | | | $ | — | |
Total Non-Controlled Affiliates | | $ | 6,787,084 | | | $ | — | | | $ | — | | | $ | 395,452 | | | $ | — | | | $ | 7,182,536 | | | $ | — | |
5. INVESTMENT TRANSACTIONS
The cost of purchases and proceeds from the sale of securities, other than short-term securities, for the period ended September 30, 2022 amounted to $43,236,432 and $3,440,711, respectively.
6. TAX BASIS INFORMATION
The amount and character of income and capital gain distribution to be paid, if any, are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differences in the timing of recognition of gains or losses on investments. Permanent book and tax basis differences, if any, may result in reclassifications to total distributable earnings and additional paid-in capital.
The following reclassifications, which had no impact on results of operations or net assets, were recorded to reflect tax character.
| | | Paid-in Capital | | Total
Distributable Earnings | |
| | | $ — | | | $ — | |
Semi-Annual Report | September 30, 2022 | 19 |
USQ Core Real Estate Fund | Notes to Financial Statements |
| | September 30, 2022 (Unaudited) |
Under current tax law, net capital losses realized after October 31st and net ordinary losses incurred after December 31st may be deferred and treated as occurring on the first day of the following fiscal year. As of September 30, 2021, the Fund deferred, on a tax basis, late-year investment losses of $503,465.
As of March 31, 2022, the unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes, were as follows:
| | Investments | |
Cost of investments for tax purposes | | $ | 156,842,609 | |
Gross tax unrealized appreciation | | $ | 29,366,235 | |
Gross tax unrealized depreciation | | | (1 | ) |
Net tax unrealized appreciation (depreciation) | | $ | 29,366,234 | |
As of September 30, 2021, the Fund’s most recent tax year end, the tax basis of distributable earnings (accumulated deficit) were as follows:
| | Investments | |
Undistributed ordinary income | | $ | — | |
Undistributed long-term capital gains | | | — | |
Tax accumulated earnings | | $ | — | |
Accumulated capital and other losses | | | (503,465 | ) |
Unrealized appreciation on investments | | $ | 12,637,792 | |
Total accumulated earnings | | $ | 12,134,327 | |
Difference between book and tax basis net unrealized appreciation relates to outstanding partnership basis adjustments.
During the tax years ended September 30, 2021 and September 30, 2020, the tax character of distributions paid by the Fund was as follows:
| | Tax Year Ended
September 30, 2021 | | | Tax Year Ended
September 30, 2020 | |
Ordinary income | | $ | 66,837 | | | $ | 204,249 | |
Long-term capital gain | | | 96,183 | | | | 416,458 | |
Return of capital | | | 2,983,082 | | | | 1,248,040 | |
| | | $ | 3,146,102 | | | $ | 1,868,747 | |
7. REPURCHASE OFFERS
The Fund operates as an interval fund pursuant to Rule 23c-2 under the 1940 Act and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at NAV, of no less than 5% and no more than 25% of the Fund’s shares outstanding on the Repurchase Request Deadline (as defined below). There is no guarantee that shareholders will be able to sell all of the shares they desire to sell in a quarterly repurchase offer, although each shareholder will have the right to require the Fund to purchase at least 5% of such shareholder’s shares in each quarterly repurchase. Liquidity will be provided to shareholders only through the Fund’s quarterly repurchases. Shareholders will be notified in writing of each quarterly repurchase offer and the date the repurchase offer ends (the
Semi-Annual Report | September 30, 2022 | 20 |
USQ Core Real Estate Fund | Notes to Financial Statements |
| | September 30, 2022 (Unaudited) |
“Repurchase Request Deadline”). Shares will be repurchased at the NAV per share determined as of the close of regular trading on the NYSE no later than the 14th day after the Repurchase Request Deadline, or the next business day if the 14th day is not a business day (each a “Repurchase Pricing Date”).
During the period ended September 30, 2022, the Fund completed two repurchase offers. In this offer, the Fund offered to repurchase up to 5% of the number of its outstanding shares as of the Repurchase Pricing Dates. The result of the repurchase offers are as follows:
| Commencement Date | | | April 8, 2022 | | | | July 8, 2022 | |
| Repurchase Request Deadline | | | April 29, 2022 | | | | July 29, 2022 | |
| Repurchase Pricing Date | | | April 29, 2022 | | | | July 29, 2022 | |
| Amount Repurchased | | $ | 6,005,302 | | | $ | 7,948,300 | |
| Shares Repurchased | | | 198,917 | | | | 257,477 | |
8. RESTRICTED SECURITIES
Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with the Fund’s investment objective and investment strategies. Investments in restricted securities are valued at net asset value as practical expedient for fair value, or fair value as determined in good faith in accordance with procedures adopted by the Board. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material.
As of September 30, 2022, the Fund invested in the following restricted securities:
Initial
Acquisition Date | | Cost | | | Fair Value | | Real Estate Investment Funds | | Redemption
Frequency(1) | | | Redemption
Notice (Days) | | | Commitments as
of September 30,
2022 | |
1/2/2018 | | $ | 6,827,837 | | | $ | 7,878,050 | | AEW Core Property (U.S.), LP | | | Quarterly | | | | 45 | | | $ | 0 | |
10/2/2017 | | | 3,475,028 | | | | 4,734,035 | | ARA Core Realty Fund, LP | | | Quarterly | | | | 10 | | | | 0 | |
10/2/2017 | | | 7,428,351 | | | | 8,813,999 | | ASB Allegiance Real Estate Fund, LP | | | Quarterly | | | | 30 | | | | 0 | |
4/1/2021 | | | 8,149,847 | | | | 9,995,908 | | Bailard Real Estate Investment Trust, Inc. | | | Quarterly | | | | 30 | | | | 0 | |
10/2/2017 | | | 7,643,748 | | | | 8,540,339 | | Barings Core Property Fund, LP | | | Quarterly | | | | 60 | | | | 0 | |
10/18/2019 | | | 6,055,090 | | | | 7,182,536 | | BGO Daily Value Fund - Class F | | | Daily | | | | N/A | (2) | | | 0 | |
10/2/2017 | | | 1,525,775 | | | | 2,371,977 | | BGO Diversified U.S. Property Fund | | | Quarterly | | | | 45 | | | | 0 | |
10/2/2017 | | | 6,248,466 | | | | 8,044,982 | | BlackRock U.S. Core Property Fund, LP | | | Quarterly | | | | 60 | | | | 0 | |
10/2/2017 | | | 17,590,777 | | | | 22,252,445 | | CBRE U.S. Core Partners, LP | | | Quarterly | | | | 60 | | | | 0 | |
7/1/2021 | | | 8,564,327 | | | | 9,612,329 | | CIM UII Onshore, LP | | | Quarterly | | | | 90 | (3) | | | 0 | |
10/2/2017 | | | 15,150,503 | | | | 19,482,815 | | Clarion Lion Properties Fund, LP | | | Quarterly | | | | 90 | | | | 0 | |
10/2/2017 | | | 8,267,498 | | | | 10,209,406 | | GWL USPF, LP | | | Quarterly | | | | 90 | | | | 0 | |
7/1/2019 | | | 16,959,041 | | | | 21,290,272 | | Madison Core Property Fund LP | | | Quarterly | | | | 90 | | | | 0 | |
10/1/2018 | | | 1,532,995 | | | | 2,271,278 | | MetLife Core Property Fund, LP | | | Quarterly | | | | 60 | | | | 0 | |
6/30/2022 | | | 5,000,000 | | | | 4,997,193 | | Prime Property Fund, LLC | | | Quarterly | | | | 90 | | | | 0 | |
10/2/2017 | | | 7,941,631 | | | | 9,755,464 | | PRISA, LP | | | Quarterly | | | | 90 | | | | 0 | |
2/28/2022 | | | 2,500,000 | | | | 2,633,871 | | PRREF II, LP | | | Daily | | | | 5 | (2) | | | 0 | |
10/2/2017 | | | 2,800,995 | | | | 3,727,715 | | RREEF America REIT II, Inc. | | | Quarterly | | | | 45 | | | | 0 | |
10/2/2017 | | | 6,847,596 | | | | 10,030,333 | | Smart Markets Fund, LP | | | Quarterly | | | | 45 | | | | 0 | |
4/1/2022 | | | 10,000,000 | | | | 10,247,036 | | Strategic Property Fund | | | Quarterly | | | | 30 | | | | 0 | |
1/2/2020 | | | 9,747,799 | | | | 12,066,604 | | TA Realty Core Property Fund, LP | | | Quarterly | | | | 45 | (4) | | | 0 | |
Semi-Annual Report | September 30, 2022 | 21 |
USQ Core Real Estate Fund | Notes to Financial Statements |
| | September 30, 2022 (Unaudited) |
Initial
Acquisition Date | | Cost | | | Fair Value | | Real Estate Investment Funds | | Redemption
Frequency(1) | | | Redemption
Notice (Days) | | | Commitments as
of September 30,
2022 | |
10/1/2019 | | $ | 3,984,322 | | | $ | 5,384,877 | | U.S. Real Estate Investment Fund, LLC | | | Quarterly | | | $ | 90 | | | $ | 0 | |
7/2/2018 | | | 1,023,976 | | | | 1,471,825 | | U.S. Real Property Income Fund, LP | | | Quarterly | | | | 90 | | | | 0 | |
10/2/2017 | | | 1,452,288 | | | | 1,700,888 | | UBS Trumbull Property Fund, LP | | | Quarterly | | | | 60 | | | | 0 | |
1. | While redemptions can be requested at the frequency listed above, there is no guarantee the Fund will be paid all or any of the redemption amount at the time requested. Each of the following Private Investment Funds can temporarily suspend redemptions or pay out a pro-rata portion of redemption requests if the general partner or its respective Board deems it in the best interest of its shareholders. |
2. | Daily redemptions are accepted up to an aggregate 10% of the Net Asset Value during the quarter. |
3. | Redemptions are subject to a three-year holding period from date of the initial capital call. Partial redemptions are subject to the value of remaining units of at least $5 million. Redemption requirements may be waived as the sole discretion of the general partner. |
4. | Redemption subject to a six-month holding period for the shares being redeemed. |
9. OTHER MATTERS
COVID-19 Risk – The global pandemic outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 has resulted in substantial market volatility and global business disruption, impacting the global economy and the financial health of individual companies in significant and unforeseen ways. The duration and future impact of COVID-19 are currently unknown, which may exacerbate other types of risks that apply to the Fund and negatively impact Fund performance and the value of your investment in the Fund. Specifically, issuers of real estate securities with properties, operations, productions, offices, and/or personnel in (or other exposure to) areas affected with the virus may experience significant disruptions to their business and/or holdings. Potential impacts on the real estate market may include lower occupancy rates, decreased lease payments, defaults and foreclosures, among other consequences. The extent to which COVID-19 will affect the Fund, the Fund’s service providers and/or such issuer’s operations and results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19. The duration of the COVID-19 outbreak and its impact on the global economy cannot be determined with certainty.
Geopolitical Event Risk - Global tensions, particularly between Russia, the U.S., and a number of European states, have heightened significantly as a result of Russia’s invasion of Ukraine, and the escalation of hostilities between the two countries. The broader geopolitical and economic consequences of the invasion are difficult to predict. While it is too early to determine what impact the escalation of the conflict will have on economic growth and real estate markets across Europe and elsewhere, continued, and any further escalation of, hostilities could result in elevated geopolitical instability, additional trade restrictions (including retaliatory actions taken by Russia in response to sanctions and other restrictive measures imposed against it), disruptions to global supply chains, increases in energy prices with flow-on global inflationary impacts, adverse impacts on markets, and a downturn in the global economy. Such events, and other related events, could have serious adverse direct or indirect effects on, among other things, performance, liquidity, and valuation.
10. SUBSEQUENT EVENTS
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued.
The Fund completed a quarterly repurchase offer on October 28, 2022, which resulted in 187,677 of Fund shares being repurchased for $5,737,274.
Management has determined that there were no other subsequent events to report through the issuance of these financial statements.
Semi-Annual Report | September 30, 2022 | 22 |
USQ Core Real Estate Fund | Additional Information |
| | September 30, 2022 (Unaudited) |
1. PROXY VOTING POLICIES AND VOTING RECORD
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities owned by the Fund and information regarding how the Fund voted proxies relating to the portfolio securities during the most recent 12-month period ended June 30 is available to shareholders without charge by visiting the Securities and Exchange Commission’s (“SEC”) web site at www.sec.gov.
2. QUARTERLY PORTFOLIO HOLDINGS
The Fund files a complete listing of portfolio holdings for the Fund with the SEC as of first and third quarters of each fiscal year on Form N-PORT, within 60 days after the end of the period. The filings are available on the SEC’s website at http://www.sec.gov.
Semi-Annual Report | September 30, 2022 | 23 |
USQ Core Real Estate Fund | Management Agreement Renewal |
| | September 30, 2022 (Unaudited) |
Board Consideration and Approval of Investment Advisory Agreement
At a meeting held on September 8, 2022, the Board of Trustees (the “Board”) of USQ Core Real Estate Fund (the “Fund”), including the trustees who are not “interested persons” of the Fund (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), considered the continuance of the Investment Advisory Agreement (the “Advisory Agreement”) between the Fund and Union Square Capital Partners, LLC (the “Investment Advisor”). Following its review and consideration, the Board, including the Independent Trustees, determined that such continuance was in the best interests of the Fund and its shareholders and unanimously approved the Advisory Agreement for an additional one-year term.
Background
In advance of the meeting, the Board requested and received from the Investment Advisor information about the Fund and the Advisory Agreement, certain portions of which are discussed below. The materials, among other things, included information about the Investment Advisor’s organization and financial condition; information regarding the background and experience of relevant personnel providing services to the Fund; information about the Investment Advisor’s investment policies and procedures; information comparing the investment advisory fee and total expenses of the Fund to those of a group of comparable funds (the “Peer Group”); and information comparing the performance of the Fund with returns of the NCREIF Fund Index – Open End Diversified Core Equity (“NFI-ODCE”), certain broad-based market indexes, and the Peer Group during various periods; information regarding the profitability of the Investment Advisor’s overall relationship with the Fund. The Board also received a memorandum from the independent legal counsel to the Independent Trustees discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed continuance of the Advisory Agreement. In addition, the Board considered information reviewed by the Board at other Board and Board committee meetings since the last review of the Advisory Agreement.
In their deliberations, the Independent Trustees met privately without representatives of the Investment Advisor present and were represented throughout the process by independent legal counsel. In approving the continuance of the Advisory Agreement, the Trustees evaluated and weighed a number of considerations that they believed to be relevant in light of the legal advice furnished to them by counsel, including independent legal counsel, and made a decision in the exercise of their own business judgment. They considered a variety of factors, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.
Nature, Extent and Quality of Services
The Board considered the scope of services provided by the Investment Advisor under the Advisory Agreement with respect to the Fund. The Board also considered the qualifications, experience and responsibilities of the personnel of the Investment Advisor involved in the activities of the Fund. In addition, the Board considered the overall quality of the organization and operations, the financial resources and compliance structure, and management processes of the Investment Advisor.
The Board noted that the investment management and related services provided by the Investment Advisor include, among others: the design, development and ongoing review and evaluation of the Fund and its investment strategy, including security selection, portfolio trading responsibilities, and compliance with the Fund’s investment limitations and restrictions; risk management oversight and analysis; design, development, implementation and ongoing review and evaluation of a process for the valuation of Fund investments; monitoring and evaluating the services provided to the Fund by third-party service providers; participation in Board meetings and oversight of preparation of materials for the Board, including materials for Board meetings and regular communications with the Board; and oversight of preparation of the Fund’s prospectus, statement of additional information, shareholder reports and other disclosure materials and regulatory filings. The Board also noted the seamless transition of Investment Advisor personnel to remote work environments, as well as the Investment Advisor’s successful establishment of long-term remote operations to service the Fund, in connection with the COVID-19 pandemic.
Semi-Annual Report | September 30, 2022 | 24 |
USQ Core Real Estate Fund | Management Agreement Renewal |
| | September 30, 2022 (Unaudited) |
The Board concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by the Investment Advisor to the Fund were satisfactory.
Performance
The Board considered information included in the meeting materials regarding the performance of the Fund. In particular, the Board compared the performance of the Fund to the performance of the NFI-ODCE, certain broad-based market indexes (the S&P 500 TR, MSCI U.S. REIT Index, and Bloomberg U.S. Aggregate Bond Index), and the Peer Group for various periods of time. The Board considered the process to determine the Peer Group, which was intended to represent funds with structures and investment classification/objectives, strategies and characteristics that were comparable to those of the Fund.
The Board noted that the Fund is designed to deliver the risk/return profile similar to that of the NFI-ODCE; however, due to investment limitations, cash drag, and Fund expenses, the Fund is unable to entirely replicate the NFI-ODCE. The Board noted that, as a result, the Fund had underperformed the NFI-ODCE, but that the Fund’s returns were generally not significantly different than the returns of the NFI-ODCE. With respect to the performance results of the Fund compared to the broad-based market indexes, the Board considered the Investment Advisor’s belief that the Fund was expected to deliver returns that fall between the returns of the equity and fixed income markets, and, consistent with that belief, the Fund’s performance during the period since its inception had generally lagged the results of the equity and the public real estate broad-based market index and generally outperformed the results of fixed income broad-based market indexes. With respect to the performance results of the Fund compared to the Peer Group, and in particular during periods when the Fund underperformed other funds included in the Peer Group, the Board noted that the Fund had a unique strategy to deliver a risk/return profile similar to that of the NFI-ODCE, that the Fund’s investment universe was more limited than those of the other funds included in the Peer Group, and that the Fund did not utilize leverage to the same extent as most other funds in the Peer Group. The Board also considered the Investment Advisor’s belief that the Fund was performing in line with expectations and had delivered on its intended strategy.
Based on this information, the Board concluded that the investment results that the Investment Advisor had been able to achieve for the Fund were sufficient to support continuance of the Advisory Agreement.
Advisory Fee and Expense Ratio
The Board considered information included in the meeting materials regarding the investment advisory fee and total expenses of the Fund. In particular, the Board compared the investment advisory fee and total expenses of the Fund to those of the Peer Group.
The Board observed that the investment advisory fee (gross of fee waivers by the Investment Advisor) was among the lowest in the Peer Group and below the average advisory fees of the funds in the Peer Group (excluding the Fund) by 63 basis points. The Board also noted that the Fund’s total expenses (after fee waivers) were lower than the total expenses (after fee waivers) of all funds in the Peer Group. In considering the advisory fee, the Board also observed that, unlike other funds in the Peer Group, the advisory fee schedule for the Fund included reductions in the advisory fee rate (i.e., “breakpoints”) at various asset levels, such that as Fund assets grow in excess of those breakpoint asset levels, the Fund would pay a lower effective advisory fee rate. In considering the Fund’s expense ratio, the Board noted the Investment Advisor’s commitment to limit the Fund’s operating expenses by agreeing to indefinitely waive its advisory fee and/or assume Fund expenses as necessary to maintain the expense ratio of each share class at a certain level.
The Board concluded that the compensation payable to the Investment Advisor under the Advisory Agreement was fair and reasonable in light of the services provided by the Investment Advisor to the Fund.
Semi-Annual Report | September 30, 2022 | 25 |
USQ Core Real Estate Fund | Management Agreement Renewal |
| | September 30, 2022 (Unaudited) |
Profitability, Benefits to the Investment Advisor and Economies of Scale
The Board considered information provided by the Investment Advisor relating to the Investment Advisor’s costs and profits with respect to the Fund. The Board noted that the Investment Advisor had waived all of its investment advisory fee since the Fund’s inception and had not realized a profit with respect to the Fund. The Board also considered its discussions during the past year with representatives of Chatham Financial Corp., the indirect parent company of the Investment Advisor, who had affirmed Chatham’s continued support of the Investment Advisor and the Fund, including with respect to the commitment of resources.
The Board also considered the benefits received by the Investment Advisor as a result of its relationship with the Fund (other than the receipt of investment advisory fees), including the intangible benefits of the Investment Advisor’s association with the Fund generally and any favorable publicity arising in connection with the Fund’s performance. The Board considered economies of scale with respect to the management of the Fund and whether the Fund would benefit from any such economies. In evaluating economies of scale, the Board considered the Advisory Agreement fee schedule, which the Board noted included fee breakpoints at various asset level and would permit the Fund to share in economies of scale as Fund assets grow. The Board also took into account the Investment Advisor’s undertaking to limit Fund expenses. The Board concluded that the Investment Advisor’s arrangements with respect to the Fund reflected an appropriate sharing of any efficiencies or economies of scale.
Conclusion
Based on these and other factors, the Board and the Independent Trustees concluded that approval of the continuance of the Advisory Agreement for an additional one year term was in the best interests of the Fund and its shareholders and, accordingly, approved the continuance of the Advisory Agreement.
Semi-Annual Report | September 30, 2022 | 26 |
USQ Core Real Estate Fund | Privacy Policy |
| | September 30, 2022 (Unaudited) |
As the investment adviser for USQ Core Real Estate Fund (the “Fund”), Union Square Capital Partners, LLC (the “Adviser”) invests the assets of the Fund and manages their day-to-day business. We appreciate your business and the trust you have placed in us. Our privacy philosophy reflects the value of your trust. We are committed to protecting the personal data we obtain about you. On behalf of the Fund and the Adviser (collectively, “USQ”), we make the following assurance of your privacy.
Not Using Your Personal Data for our Financial Gain
USQ has never sold shareholder information to any other party, nor have we disclosed such data to any other organization, except as permitted by law. We have no plans to do so in the future. We will notify you prior to making any change in this policy.
How We Do Use Your Personal and Financial Data
We use your information primarily to complete your investment transactions. We may also use it to communicate with you about other financial products that we offer.
The Information We Collect About You
You typically provide personal information when you complete a USQ account application or when you request a transaction that involves USQ, either directly or through a brokerage firm. This information may include your:
| | ● | Name, address, and phone numbers |
| | ● | Social security or taxpayer identification number |
| | ● | Birth date and beneficiary information (for IRA applications) |
| | ● | Basic trust document information (for trusts only) |
How We Protect Your Personal Information
As emphasized above, we do not sell information about current or former shareholders or their accounts to third parties. We occasionally share such information to the extent permitted by law to complete transactions at your request, or to make you aware of related financial products that we offer. Here are the details:
| | ● | To complete certain transactions or account changes that you direct, it may be necessary to provide identifying information to companies, individuals, or groups that are not affiliated with USQ. For example, if you ask to transfer assets from another financial institution to USQ, we will need to provide certain information about you to that company to complete the transaction. |
| | ● | In certain instances, we may contract with non-affiliated companies to perform services for us, such as processing orders for share purchases and repurchases and distribution of shareholder letters. Where necessary, we will disclose information about you to these third parties. In all such cases, we provide the third party with only the information necessary to carry out its assigned responsibilities (in the case of shareholder letters, only your name and address) and only for that purpose. We require these third parties to treat your private information with the same high degree of confidentiality that we do. |
| | ● | Finally, we will release information about you if you direct us to do so, if we are compelled by law to do so, or in other legally limited circumstances (for example, to protect your account from fraud). |
How We Safeguard Your Personal Information
We restrict access to your information to those USQ representatives who need to know the information to provide products or services to you. We maintain physical, electronic, and procedural safeguards to protect your personal information.
Purchasing Shares of the Fund through Brokerage Firms
USQ shareholders may purchase their shares through brokerage firms. Please contact those firms for their own policies with respect to privacy issues.
What You Can Do
For your protection, we recommend that you do not provide your account information, user name, or password to anyone except a USQ representative as appropriate for a transaction or to set up an account. If you become aware of any suspicious activity relating to your account, please contact us immediately.
We’ll Keep You Informed
If we change our privacy policy with regard to disclosing your confidential information, we are required by law to notify you and provide you with a revised notice. You can access our privacy policy from our website.
Semi-Annual Report | September 30, 2022 | 27 |
This page intentionally left blank.
This page intentionally left blank.
Investment Adviser
Union Square Capital Partners, LLC
235 Whitehorse Lane, Suite 200
Kennett Square, PA 19348
Distributor
Quasar Distributors LLC
111 East Kilbourn Ave.
Suite 1250
Milwaukee, WI 53202
Legal Counsel
Thompson Hine LLP
41 South High Street, Suite 1700
Columbus, OH 43215
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, Ohio 44115
| USQ Core Real Estate Fund
235 Whitehorse Lane Suite 200 Kennett Square, PA 19348
www.usqfunds.com 833.USQ.Fund
|
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6. Investments.
| (a) | Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable for semi-annual reports.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable for semi-annual reports.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
| Period | (a)
Total Number of Shares (or Units) Purchased | (b)
Average Price Paid per Share (or Unit) | (c)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d)
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
| Month #1 4/1/22-4/30/22 (1) | - | - | - | - |
| Month #2 5/1/22-5/31/22 | 198,917 | 30.19 | 198,917 | - |
| Month #3 6/1/22-6/30/22 | - | - | - | - |
| Month #4 7/1/22-7/31/22 (2) | - | - | - | - |
| Month #5 8/1/22-8/31/22 | 257,477 | 30.87 | 257,477 | - |
| Month #6 9/1/22-9/30/22 | - | - | - | - |
| Total | 456,394 | - | 456,394 | - |
(1) On April 8, 2022 the Registrant offered to repurchase up to 5% of the Registrant’s total outstanding shares as of April 29, 2022 (the "Repurchase Request Deadline"). On the Repurchase Request Deadline, 339,548 shares represented 5% of the Registrant's total outstanding shares.
(2) On July 8, 2022 the Registrant offered to repurchase up to 5% of the Registrant’s total outstanding shares as of July 29, 2022 (the "Repurchase Request Deadline"). On the Repurchase Request Deadline, 367,176 shares represented 5% of the Registrant's total outstanding shares.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
Item 11. Controls and Procedures.
| (a) | The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
The registrant did not engage in securities lending activities during the fiscal period reported on this Form N-CSR.
Item 13. Exhibits.
| (a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable for semi-annual reports. |
(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | (Registrant) | USQ Core Real Estate Fund | |
| | | | |
| | By (Signature and Title) | /s/ Thomas E. Miller | |
| | | Thomas E. Miller, President | |
| | | | |
| | Date | 11/28/2022 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | By (Signature and Title) | /s/ Thomas E. Miller | |
| | | Thomas E. Miller, President | |
| | | | |
| | Date | 11/28/2022 | |
| | | | |
| | By (Signature and Title) | /s/ G. Keith Downing | |
| | | G. Keith Downing, Treasurer | |
| | | | |
| | Date | 11/28/2022 | |
