UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number (811-05037)
Professionally Managed Portfolios
(Exact name of registrant as specified in charter)
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
(Address of principal executive offices) (Zip code)
Jason Hadler
Professionally Managed Portfolios
c/o U.S. Bank Global Fund Services
777 E. Wisconsin Avenue
Milwaukee, WI 53202
(Name and address of agent for service)
777 E. Wisconsin Avenue
Milwaukee, WI 53202
(Name and address of agent for service)
(414) 516-1523
Registrant's telephone number, including area code
Date of fiscal year end: October 31
Date of reporting period: October 31, 2022
Item 1. Report to Stockholders.
(a) |
Becker Value Equity Fund
Retail Class: BVEFX
Institutional Class: BVEIX
Annual Report
October 31, 2022
TABLE OF CONTENTS
Shareholder Letter | 2 | ||
Investment Results & Returns - Retail Class | 6 | ||
Investment Results & Returns - Institutional Class | 7 | ||
Sector Allocation | 8 | ||
Schedule of Investments | 9 | ||
Statement of Assets and Liabilities | 12 | ||
Statement of Operations | 13 | ||
Statements of Changes in Net Assets | 14 | ||
Financial Highlights | 16 | ||
Notes to Financial Statements | 18 | ||
Report of Independent Registered Public Accounting Firm | 27 | ||
Expense Examples | 28 | ||
Statement Regarding Liquidity Risk Management Program | 30 | ||
Trustees and Executive Officers | 31 | ||
Approval of Investment Advisory Agreement | 36 | ||
Additional Information | 40 | ||
Privacy Notice | 42 |
Becker Value Equity Fund
October 31, 2022
Dear Shareholders,
As the colder weather and rain arrives in the Pacific Northwest, the predictability of the seasonal changes lies in stark contrast to the world of macroeconomics and financial markets. Even in normal times, one should exercise great humility in predicting the differing microeconomic and macroeconomic variables that impact equity markets, recognizing that history will often rhyme yet not repeat. But following the pandemic, and an end to more than a decade of quantitative easing, the economic cycle has turned, and its course appears to be in unchartered territory. At Becker Capital, we believe that we are well positioned to navigate such uncertain waters given our focus on the fundamentals and our conservative approach to investing, and we remain thankful to our clients that entrust us with their capital every day.
The Becker Value Equity Fund (the “Fund”), Institutional Share Class returned -6.51% for the fiscal year ending October 31st. This outperformed the Russell 1000® Value Index that retuned -7.00%. While it is always difficult to report a decline, relative outperformance remains a silver lining.
The single largest driver of markets over the last year has been the speed at which the Federal Reserve, in an effort to combat sharply higher inflation, has increased interest rates. Despite ongoing monetary stimulus since the Great Financial Crisis of 2008, inflation had remained subdued, surprising many classically trained economists that believed ‘easy’ money begets higher prices. But when coupled with the record fiscal stimulus that was deployed to counter the economic effects of COVID-19 and the resulting shutdowns, inflation surged to levels not seen since the 1970s. The Federal Reserve had considered the high inflation rate to be “transitory,” and primarily a function of supply chains struggling to keep pace with the economic recovery from the pandemic shutdown. This “policy error” required the central bank to play catch-up and increase interest rates at the fastest pace in over a generation.
As rates rose, markets declined, with the pain most concentrated in the more speculative and expensive assets and securities. The Information Technology and technology-centric Communication Services sectors were the worst performing sectors of the equity market. Energy was by far the biggest winner, driven by a rebounding oil price. The traditional defensive sectors of Health Care and Utilities also performed well.
2
Becker Value Equity Fund
Portfolio Activity
In the fiscal year, and following our normal practice, we applied bottom-up and top-down approaches to stock selection and portfolio construction.
We exited positions in AT&T, Walt Disney, Kroger, Unilever, Allstate, Citigroup, Alleghany, Astrazeneca, Hill-Rom, Viatris, Accenture, Ciena, Salesforce, SAP, International Paper, and Ventas. Most positions were exited as share prices achieved fair value, or companies suffered from deteriorating fundamentals and a weakened investment case.
We initiated positions in Verizon, Warner Brothers Discovery, Shell, Carrier, Alaska Air, Blackbaud, and Air Products and Chemicals. In many cases, we took advantage of declining share prices to acquire positions in high quality companies.
Outlook
An inverted yield curve, sharply higher interest rates and an anxious consumer suggest a recession may well loom on the horizon in 2023, yet unemployment remains at extremely low levels and corporations are still delivering surprisingly strong earnings. This paradox is yet to play out; will unemployment and earnings deteriorate, or will these areas of strength endure and allow the Federal Reserve to engineer a soft landing in their battle to bring inflation under control? We are optimistic that inflation can be contained as supply chain shortages improve and as we anniversary some of the large price increases that we have witnessed over the last year. As earnings and earnings expectations for 2023 have remained robust, the decline in equity markets reflects a decline in the valuation multiple. Equity markets are now trading in line with historic multiples. If inflation can be brought under control without causing a deep recession and a significant rebasing of earnings, the outlook for equity returns should be positive over the coming year.
3
Becker Value Equity Fund
Our process is based upon fundamentals and valuation, and a higher level of interest rates reinforces the importance and relative success of investing with such foundational principals. On behalf of our employees and investment staff, we thank you for your continued support and investment in our mutual fund.
Pat Becker, Jr. | |
Portfolio Manager | |
Blake Howells, CFA, CFP® | T. J. McConville |
Portfolio Manager | Portfolio Manager |
Steve Laveson | Andy Murray, CFA |
Portfolio Manager | Portfolio Manager |
Marian Kessler | Sid Parakh |
Portfolio Manager | Portfolio Manager |
Mutual fund investing involves risk; principal loss is possible. Small and mid-capitalization companies tend to have limited liquidity and greater price volatility than large capitalization companies. The Fund invests in foreign securities through ADRs which may involve political, economic and currency risks, greater volatility and differences in accounting methods. The value of the Fund’s investments in REITs may change in response to changes in the real estate market.
Earnings growth is not representative of the fund’s future performance.
This report is intended for shareholders and may not be used as sales literature unless preceded or accompanied by a current prospectus.
4
Becker Value Equity Fund
Opinions expressed are subject to change at any time and should not be considered investment advice.
Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. Please refer to the Schedule of Investments for a complete list of Fund holdings.
Past performance is no guarantee of future results.
Russell 1000® Value Index measures the performance of those Russell 1000® Index companies with lower price-to-book ratios and lower forecasted growth values. It is not possible to invest in an index.
The Global Industry Classification Standard (GICS®) sector and industry classifications were developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Fund.
The Fund is distributed by Quasar Distributors, LLC.
Since | ||||
One | Five | Ten | Inception | |
Performance as of October 31, 2022 | Year | Years | Years | (11/3/03) |
Becker Value Equity Fund – Retail Class | -6.63% | 6.33% | 9.91% | 8.26% |
Becker Value Equity Fund – Institutional Class 1 | -6.51% | 6.44% | 10.07% | 10.76% |
Russell 1000® Value Index | -7.00% | 7.21% | 10.30% | 8.07% |
1 Performance shown prior to September 2, 2011, the inception of Institutional Class shares, reflects the performance of the Retail Class shares, adjusted to reflect Institutional Class expenses. The Retail Class shares were first offered on November 3, 2003, and they impose higher expenses than that of the Institutional Class shares. Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (800) 551-3998. The Fund imposes a 1% redemption fee on shares redeemed within 30 days of purchase. Performance data does not reflect the redemption fees. If it had, returns would be lower. Periods over one year are annualized.
Expense Ratio 2 | Retail | Institutional | |
Gross | 0.88% | 0.78% | |
Net | 0.78% | 0.68% |
2 Gross expense ratio is from the Fund’s prospectus dated February 28, 2022. See the Fund’s Financial Highlights in this report for the most current expense ratios. The Advisor has contractually agreed to waive certain fees through February 28, 2023. The net expense ratio is applicable to investors.
5
Becker Value Equity Fund
INVESTMENT RESULTS (Unaudited) |
Comparison of the Growth of a $10,000 Investment in the Becker Value
Equity Fund – Retail Class and Russell 1000® Value Index
Average Annual Returns for the periods ended October 31, 2022
One Year | Five Years | Ten Years | |
Becker Value Equity Fund – Retail Class | -6.63% | 6.33% | 9.91% |
Russell 1000® Value Index | -7.00% | 7.21% | 10.30% |
This chart illustrates the performance of a hypothetical $10,000 investment made on October 31, 2012, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns reflect fee waivers in effect. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains, dividends, and return of capital, if applicable, for the Fund and dividends for an index.
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (800) 551-3998.
The Russell 1000® Value Index is a widely recognized unmanaged index of common stock prices and is representative of a broader market and range of securities than are found in the Fund’s portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in exchange-traded funds or other investment vehicles that attempt to track the performance of a benchmark index. The index returns do not include expenses, which have been deducted from the Fund’s return. These performance figures include the change in value of the stocks in the index plus the reinvestment of dividends.
6
Becker Value Equity Fund
INVESTMENT RESULTS (Unaudited) (Continued) |
Comparison of the Growth of a $100,000 Investment in the Becker Value
Equity Fund – Institutional Class and Russell 1000® Value Index
Average Annual Returns for the periods ended October 31, 2022
One Year | Five Years | Ten Years | |
Becker Value Equity Fund – Institutional Class | -6.51% | 6.44% | 10.07% |
Russell 1000® Value Index | -7.00% | 7.21% | 10.30% |
This chart illustrates the performance of a hypothetical $100,000 investment made on October 31, 2012, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns reflect fee waivers in effect. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains and dividends for the Fund and dividends for an index.
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (800) 551-3998.
The Russell 1000® Value Index is a widely recognized unmanaged index of common stock prices and is representative of a broader market and range of securities than are found in the Fund’s portfolio. Individuals cannot invest directly in the Index; however, an individual can invest in exchange-traded funds or other investment vehicles that attempt to track the performance of a benchmark index. The index returns do not include expenses, which have been deducted from the Fund’s return. These performance figures include the change in value of the stocks in the index plus the reinvestment of dividends.
7
Becker Value Equity Fund
SECTOR ALLOCATION at October 31, 2022 (Unaudited) |
Sector | % of Net Assets | |||
Financials | 21.0 | % | ||
Health Care | 15.4 | % | ||
Industrials | 12.5 | % | ||
Information Technology | 11.1 | % | ||
Energy | 7.9 | % | ||
Consumer Staples | 7.4 | % | ||
Consumer Discretionary | 5.3 | % | ||
Materials | 3.5 | % | ||
Utilities | 3.2 | % | ||
Communication Services | 2.9 | % | ||
Telecommunication Services | 1.6 | % | ||
Real Estate | 1.4 | % | ||
Cash 1 | 6.8 | % | ||
Total | 100.0 | % |
1 Represents short-term investments, cash and other assets in excess of liabilities.
8
Becker Value Equity Fund
SCHEDULE OF INVESTMENTS at October 31, 2022 |
Shares | Value | ||||||
COMMON STOCKS: 93.2% | |||||||
Communication Services: 2.9% | |||||||
11,765 | Alphabet, Inc. - | ||||||
Class A 1 | $ | 1,111,910 | |||||
7,995 | Meta Platforms, | ||||||
Inc. - Class A 1 | 744,814 | ||||||
82,655 | Warner Bros | ||||||
Discovery, Inc. 1 | 1,074,515 | ||||||
2,931,239 | |||||||
Consumer Discretionary: 5.3% | |||||||
1,420 | AutoZone, Inc. 1 | 3,596,690 | |||||
3,915 | The Home | ||||||
Depot, Inc. | 1,159,349 | ||||||
7,745 | Starbucks Corp. | 670,639 | |||||
5,426,678 | |||||||
Consumer Staples: 7.4% | |||||||
23,405 | Lamb Weston | ||||||
Holdings, Inc. | 2,017,979 | ||||||
15,310 | The Procter & | ||||||
Gamble Co. | 2,061,798 | ||||||
17,245 | Tyson Foods, Inc. - | ||||||
Class A | 1,178,696 | ||||||
16,080 | Walmart, Inc. | 2,288,666 | |||||
7,547,139 | |||||||
Energy: 7.9% | |||||||
64,247 | Baker Hughes Co. | 1,777,072 | |||||
10,867 | Chevron Corp. | 1,965,840 | |||||
83,720 | Kinder Morgan, Inc. | 1,517,007 | |||||
50,345 | Shell PLC - ADR | 2,800,692 | |||||
8,060,611 | |||||||
Financials: 21.0% | |||||||
79,665 | Bank of America | ||||||
Corp. | 2,871,127 | ||||||
8,545 | Berkshire Hathaway, | ||||||
Inc. - Class B 1 | 2,521,544 | ||||||
4,230 | BlackRock, Inc. | 2,732,199 | |||||
47,165 | The Charles | ||||||
Schwab Corp. | 3,757,635 | ||||||
9,630 | Chubb Ltd. | 2,069,391 | |||||
15,840 | First Republic Bank | 1,902,384 | |||||
8,655 | The Goldman | ||||||
Sachs Group, Inc. | 2,981,734 | ||||||
21,775 | JPMorgan | ||||||
Chase & Co. | 2,741,037 | ||||||
21,577,051 | |||||||
Health Care: 15.4% | |||||||
28,500 | Gilead | ||||||
Sciences, Inc. | 2,236,110 | ||||||
13,890 | Johnson & Johnson | 2,416,443 | |||||
7,280 | McKesson Corp. | 2,834,614 | |||||
17,085 | Medtronic PLC | 1,492,204 | |||||
21,645 | Merck & Co., Inc. | 2,190,474 | |||||
39,405 | Pfizer, Inc. | 1,834,303 | |||||
19,600 | Quest | ||||||
Diagnostics, Inc. | 2,815,540 | ||||||
15,819,688 | |||||||
Industrials: 12.5% | |||||||
35,165 | Alaska Air | ||||||
Group, Inc. 1 | 1,563,436 | ||||||
40,015 | Carrier | ||||||
Global Corp. | 1,590,996 | ||||||
7,360 | Caterpillar, Inc. | 1,593,146 | |||||
11,535 | Eaton Corp PLC | 1,731,057 | |||||
161,795 | Embraer | ||||||
SA - ADR 1 | 1,710,173 | ||||||
10,090 | General | ||||||
Dynamics Corp. | 2,520,482 | ||||||
22,361 | Raytheon | ||||||
Technologies Corp. | 2,120,270 | ||||||
12,829,560 | |||||||
Information Technology: 11.1% | |||||||
18,860 | Apple, Inc. | 2,891,992 | |||||
23,025 | Blackbaud, Inc. 1 | 1,259,468 | |||||
55,910 | Cisco Systems, Inc. | 2,539,991 | |||||
12,850 | Microsoft Corp. | 2,982,871 | |||||
14,790 | QUALCOMM, | ||||||
Inc. | 1,740,191 | ||||||
11,414,513 |
The accompanying notes are an integral part of these financial statements.
9
Becker Value Equity Fund
SCHEDULE OF INVESTMENTS at October 31, 2022 (Continued) |
Shares | Value | ||||||
COMMON STOCKS: 93.2% (Continued) | |||||||
Materials: 3.5% | |||||||
8,750 | Air Products and | ||||||
Chemicals, Inc. | $ | 2,191,000 | |||||
34,080 | Newmont | ||||||
Goldcorp Corp. | 1,442,266 | ||||||
3,633,266 | |||||||
Real Estate: 1.4% | |||||||
23,115 | Realty Income | ||||||
Corp. - REIT | 1,439,371 | ||||||
Telecommunication Services: 1.6% | |||||||
42,630 | Verizon | ||||||
Communications, | |||||||
Inc. | 1,593,083 | ||||||
Utilities: 3.2% | |||||||
53,250 | FirstEnergy Corp. | 2,008,058 | |||||
18,880 | The Southern Co. | 1,236,262 | |||||
3,244,320 | |||||||
TOTAL COMMON STOCKS | |||||||
(Cost $67,308,998) | 95,516,519 | ||||||
SHORT-TERM INVESTMENTS: 6.8% | |||||||
6,966,174 | First American | ||||||
Government | |||||||
Obligations | |||||||
Fund - Class X, | |||||||
2.924% 2 | 6,966,174 | ||||||
TOTAL SHORT-TERM | |||||||
INVESTMENTS | |||||||
(Cost $6,966,174) | 6,966,174 | ||||||
TOTAL INVESTMENTS | |||||||
IN SECURITIES: 100.0% | |||||||
(Cost $74,275,172) | 102,482,693 | ||||||
Other Assets in Excess | |||||||
of Liabilities: 0.0% 3 | 1,830 | ||||||
TOTAL NET ASSETS: 100.0% | $ | 102,484,523 |
ADR – American Depository Receipt
REIT – Real Estate Investment Trust
1 | Non-income producing security |
2 | Annualized seven-day effective yield as of October 31,2022. |
3 | Does not round to 0.1% or (0.1)%, as applicable. |
The accompanying notes are an integral part of these financial statements.
10
(This Page Intentionally Left Blank.)
11
Becker Value Equity Fund
STATEMENT OF ASSETS AND LIABILITIES at October 31, 2022 |
ASSETS | ||||
Investments in securities, at value (cost $74,275,172) | $ | 102,482,693 | ||
Cash | 14 | |||
Receivables: | ||||
Fund shares sold | 1,252 | |||
Dividends and interest | 142,361 | |||
Return of capital | 23,232 | |||
Prepaid expenses | 16,770 | |||
Total assets | 102,666,322 | |||
LIABILITIES | ||||
Payables | ||||
Fund shares redeemed | 42,013 | |||
Investment advisory fees, net | 23,565 | |||
Administration fees | 20,123 | |||
Accounting fees | 11,550 | |||
Service fees - Retail class | 27,811 | |||
Audit fees | 25,265 | |||
Transfer agent fees | 13,685 | |||
Reports to shareholders | 6,788 | |||
Custody fees | 1,027 | |||
Chief Compliance Officer fees | 3,791 | |||
Trustee fees | 2,612 | |||
Registration fees | 347 | |||
Legal fees | 765 | |||
Other accrued expenses | 2,457 | |||
Total liabilities | 181,799 | |||
NET ASSETS | $ | 102,484,523 | ||
COMPONENTS OF NET ASSETS | ||||
Paid-in capital | $ | 67,073,915 | ||
Total distributable (accumulated) earnings (losses) | 35,410,608 | |||
Total net assets | $ | 102,484,523 | ||
COMPONENTS OF NET ASSET VALUE | ||||
RETAIL CLASS | ||||
Net assets | $ | 28,743,090 | ||
Shares of beneficial interest issued and outstanding | 1,465,850 | |||
Net asset value, offering and redemption price per share | $ | 19.61 | ||
INSTITUTIONAL CLASS | ||||
Net assets | $ | 73,741,433 | ||
Shares of beneficial interest issued and outstanding | 3,746,011 | |||
Net asset value, offering and redemption price per share | $ | 19.69 |
The accompanying notes are an integral part of these financial statements.
12
Becker Value Equity Fund
STATEMENT OF OPERATIONS For the Year Ended October 31, 2022 |
INVESTMENT INCOME | ||||
Income: | ||||
Dividends from investments | $ | 2,368,530 | ||
(net of foreign withholding tax and issuance fees of $28,167) | ||||
Interest | 31,530 | |||
Other income | 1,305 | |||
Total investment income | 2,401,365 | |||
EXPENSES | ||||
Investment advisory fees | 692,010 | |||
Administration fees | 83,718 | |||
Transfer agent fees | 57,590 | |||
Accounting fees | 48,263 | |||
Registration fees | 35,660 | |||
Service fees – Retail Class | 30,681 | |||
Audit fees | 25,309 | |||
Trustees fees | 22,157 | |||
Chief Compliance Officer fees | 15,041 | |||
Miscellaneous expenses | 14,629 | |||
Reports to shareholders | 14,544 | |||
Legal fees | 8,922 | |||
Custody fees | 6,814 | |||
Insurance expenses | 5,759 | |||
Interest expense | 394 | |||
Total expenses | 1,061,491 | |||
Less: fees waived | (175,841 | ) | ||
Net expenses | 885,650 | |||
Net investment income (loss) | 1,515,715 | |||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||
Net realized gain (loss) on investments | 9,408,480 | |||
Net change in unrealized appreciation/depreciation on investments | (19,730,340 | ) | ||
Net realized and unrealized gain (loss) on investments | (10,321,860 | ) | ||
Net increase (decrease) in net assets resulting from operations | $ | (8,806,145 | ) |
The accompanying notes are an integral part of these financial statements.
13
Becker Value Equity Fund
STATEMENTS OF CHANGES IN NET ASSETS |
Year Ended | Year Ended | |||||||
October 31, | October 31, | |||||||
2022 | 2021 | |||||||
INCREASE (DECREASE) IN NET ASSETS FROM: | ||||||||
OPERATIONS | ||||||||
Net investment income (loss) | $ | 1,515,715 | $ | 2,149,526 | ||||
Net realized gain (loss) on investments | 9,408,480 | 15,753,983 | ||||||
Net change in unrealized appreciation/depreciation | ||||||||
on investments | (19,730,340 | ) | 32,277,258 | |||||
Net increase (decrease) in net assets | ||||||||
resulting from operations | (8,806,145 | ) | 50,180,767 | |||||
DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
Distributions to shareholders – Retail Class | (3,731,079 | ) | (703,288 | ) | ||||
Distributions to shareholders – Institutional Class | (12,686,201 | ) | (2,383,483 | ) | ||||
Total distributions to shareholders | (16,417,280 | ) | (3,086,771 | ) | ||||
CAPITAL SHARE TRANSACTIONS | ||||||||
Increase (decrease) in net assets derived from net change | ||||||||
in outstanding shares – Retail Class 1 | 870,544 | (3,007,121 | ) | |||||
Increase (decrease) in net assets derived from net change | ||||||||
in outstanding shares – Institutional Class 1 | (23,564,982 | ) | (4,047,039 | ) | ||||
Total increase (decrease) in net assets | ||||||||
from capital share transactions | (22,694,438 | ) | (7,054,160 | ) | ||||
Total increase (decrease) in net assets | (47,917,863 | ) | 40,039,836 | |||||
NET ASSETS | ||||||||
Beginning of year | $ | 150,402,386 | $ | 110,362,550 | ||||
End of year | $ | 102,484,523 | $ | 150,402,386 |
The accompanying notes are an integral part of these financial statements.
14
Becker Value Equity Fund
STATEMENTS OF CHANGES IN NET ASSETS (Continued) |
1 | Summary of share transactions is as follows: |
Year Ended | Year Ended | ||||||||||||||||
October 31, 2022 | October 31, 2021 | ||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||
Retail Class: | |||||||||||||||||
Shares sold | 127,564 | $ | 2,638,142 | 159,129 | $ | 3,553,503 | |||||||||||
Shares issued | |||||||||||||||||
in reinvestment | |||||||||||||||||
of distributions | 173,620 | 3,680,736 | 36,954 | 686,969 | |||||||||||||
Shares redeemed 2 | (265,025 | ) | (5,448,334 | ) | (341,672 | ) | (7,247,593 | ) | |||||||||
Net increase (decrease) | 36,159 | $ | 870,544 | (145,589 | ) | $ | (3,007,121 | ) | |||||||||
Beginning of year | 1,429,691 | 1,575,280 | |||||||||||||||
End of year | 1,465,850 | 1,429,691 | |||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
October 31, 2022 | October 31, 2021 | ||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||
Institutional Class: | |||||||||||||||||
Shares sold | 272,673 | $ | 5,759,865 | 375,529 | $ | 7,889,434 | |||||||||||
Shares issued | |||||||||||||||||
in reinvestment | |||||||||||||||||
of distributions | 587,478 | 12,495,664 | 125,871 | 2,346,233 | |||||||||||||
Shares redeemed 2 | (2,043,414 | ) | (41,820,511 | ) | (696,140 | ) | (14,282,706 | ) | |||||||||
Net increase (decrease) | (1,183,263 | ) | $ | (23,564,982 | ) | (194,740 | ) | $ | (4,047,039 | ) | |||||||
Beginning of year | 4,929,274 | 5,124,014 | |||||||||||||||
End of year | 3,746,011 | 4,929,274 |
2 | Net of redemption fees of $— and $— for 2022, and $29 and $101 for 2021 for Retail Class and Institutional Class, respectively. |
The accompanying notes are an integral part of these financial statements.
15
Becker Value Equity Fund
FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year |
Retail Class
Year Ended October 31, | ||||||||||||||||||||
2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||||
Net asset value, beginning of year | $ | 23.59 | $ | 16.43 | $ | 17.94 | $ | 18.66 | $ | 19.42 | ||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
Net investment income (loss) 1 | 0.23 | 0.31 | 0.33 | 0.34 | 0.33 | |||||||||||||||
Net realized and unrealized | ||||||||||||||||||||
gain (loss) on investments | (1.60 | ) | 7.31 | (1.43 | ) | 0.36 | (0.10 | ) | ||||||||||||
Total from investment operations | (1.37 | ) | 7.62 | (1.10 | ) | 0.70 | 0.23 | |||||||||||||
LESS DISTRIBUTIONS: | ||||||||||||||||||||
Distributions from | ||||||||||||||||||||
net investment income | (0.28 | ) | (0.46 | ) | (0.41 | ) | (0.36 | ) | (0.28 | ) | ||||||||||
Distributions from | ||||||||||||||||||||
net realized gain (loss) | (2.33 | ) | — | — | (1.06 | ) | (0.71 | ) | ||||||||||||
Total distributions | (2.61 | ) | (0.46 | ) | (0.41 | ) | (1.42 | ) | (0.99 | ) | ||||||||||
Proceeds from redemption fees | — | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | |||||||||||
Net asset value, end of year | $ | 19.61 | $ | 23.59 | $ | 16.43 | $ | 17.94 | $ | 18.66 | ||||||||||
Total return | (6.63 | )% | 47.10 | % | (6.36 | )% | 4.64 | % | 0.99 | % | ||||||||||
SUPPLEMENTAL DATA: | ||||||||||||||||||||
Net assets, end of year (000’s omitted) | $ | 28,743 | $ | 33,722 | $ | 25,880 | $ | 55,948 | $ | 94,554 | ||||||||||
Portfolio turnover rate | 28 | % | 28 | % | 34 | % | 37 | % | 38 | % | ||||||||||
Ratios to average net assets: | ||||||||||||||||||||
Expenses before fees waived | 0.93 | % | 0.88 | % | 0.88 | % | 0.80 | % | 0.78 | % | ||||||||||
Expenses after fees waived | 0.78 | % | 0.78 | % | 0.78 | % | 0.78 | % | 0.78 | % | ||||||||||
Net investment income (loss) | 1.13 | % | 1.48 | % | 1.94 | % | 1.99 | % | 1.69 | % |
1 | Calculated using the average shares outstanding method. |
2 | Does not round to $0.01 or $(0.01), as applicable. |
The accompanying notes are an integral part of these financial statements.
16
Becker Value Equity Fund
FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year |
Institutional Class
Year Ended October 31, | ||||||||||||||||||||
2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||||
Net asset value, beginning of year | $ | 23.67 | $ | 16.49 | $ | 18.01 | $ | 18.73 | $ | 19.49 | ||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: | ||||||||||||||||||||
Net investment income 1 | 0.25 | 0.33 | 0.35 | 0.36 | 0.35 | |||||||||||||||
Net realized and unrealized | ||||||||||||||||||||
gain (loss) on investments | (1.59 | ) | 7.33 | (1.43 | ) | 0.37 | (0.10 | ) | ||||||||||||
Total from investment operations | (1.34 | ) | 7.66 | (1.08 | ) | 0.73 | 0.25 | |||||||||||||
LESS DISTRIBUTIONS: | ||||||||||||||||||||
Distributions from | �� | |||||||||||||||||||
net investment income | (0.31 | ) | (0.48 | ) | (0.44 | ) | (0.39 | ) | (0.30 | ) | ||||||||||
Distributions from net realized gain | (2.33 | ) | — | — | (1.06 | ) | (0.71 | ) | ||||||||||||
Total distributions | (2.64 | ) | (0.48 | ) | (0.44 | ) | (1.45 | ) | (1.01 | ) | ||||||||||
Proceeds from redemption fees | — | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | |||||||||||
Net asset value, end of year | $ | 19.69 | $ | 23.67 | $ | 16.49 | $ | 18.01 | $ | 18.73 | ||||||||||
Total return | (6.51 | )% | 47.22 | % | (6.27 | )% | 4.76 | % | 1.11 | % | ||||||||||
SUPPLEMENTAL DATA: | ||||||||||||||||||||
Net assets, end of year (000’s omitted) | $ | 73,741 | $ | 116,680 | $ | 84,483 | $ | 226,701 | $ | 280,779 | ||||||||||
Portfolio turnover rate | 28 | % | 28 | % | 34 | % | 37 | % | 38 | % | ||||||||||
Ratios to average net assets: | ||||||||||||||||||||
Expenses before fees waived | 0.82 | % | 0.78 | % | 0.78 | % | 0.70 | % | 0.68 | % | ||||||||||
Expenses after fees waived | 0.68 | % | 0.68 | % | 0.68 | % | 0.68 | % | 0.68 | % | ||||||||||
Net investment income (loss) | 1.23 | % | 1.57 | % | 2.03 | % | 2.09 | % | 1.78 | % |
1 | Calculated using the average shares outstanding method. |
2 | Does not round to $0.01 or $(0.01), as applicable. |
The accompanying notes are an integral part of these financial statements.
17
Becker Value Equity Fund
NOTES TO FINANCIAL STATEMENTS October 31, 2022 |
NOTE 1 – ORGANIZATION |
The Becker Value Equity Fund (the “Fund”) is a diversified series of shares of beneficial interest of Professionally Managed Portfolios (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end investment management company. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services-Investment Companies.”
The Fund commenced operations on November 3, 2003 with the investment objective to provide long-term capital appreciation. The Fund currently offers Retail and Institutional Class shares, which were first offered to the public on November 3, 2003 and on September 2, 2011, respectively. Both classes of shares hold equal rights as to earnings and assets with Retail Class shares bearing shareholder service fees. Each class of shares has exclusive voting rights with respect to matters affecting that individual class. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).
A. | Security Valuation. All equity securities, which may include Real Estate Investment Trusts (“REITs”), Business Development Companies (“BDCs”) and Master Limited Partnerships (“MLPs”), that are traded on U.S. or foreign national securities exchanges, are valued at the last reported sale price on the exchange on which the security is principally traded or the exchange’s official closing price, if applicable. If, on a particular day, an exchange-traded security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities, which may include REITs, BDCs and MLPs, which are not traded on a listed exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. | |
Prior to the effectiveness of Rule 2a-5 on September 8, 2022, the Board of Trustees (the “Board”) had delegated day-to-day valuation |
18
Becker Value Equity Fund
NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued) |
issues to a Valuation Committee of the Trust which is comprised of representatives from the Funds’ administrator, U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”). The function of the Valuation Committee was to value securities where current and reliable market quotations are not readily available or the closing price does not represent fair value by following procedures approved by the Board. These procedures considered many factors, including the type of security, size of holding, trading volume and news events. All actions taken by the Valuation Committee were subsequently reviewed and ratified by the Board. The Valuation Committee served until September 7, 2022. Effective September 8, 2022, the Board approved Becker Capital Management, Inc. (the “Advisor”), as the Fund's valuation designee under Rule 2a-5. | ||
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. | ||
The three levels of inputs are: |
Level 1 – | Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. | ||
Level 2 – | Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data. | ||
Level 3 – | Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability; and would be based on the best information available. |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. |
19
Becker Value Equity Fund
NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued) |
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurements fall in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety. | ||
The following is a summary of the inputs used to value the Fund’s investments as of October 31, 2022. See the Schedule of Investments for sector breakouts. |
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Common Stocks | $ | 95,516,519 | $ | — | $ | — | $ | 95,516,519 | ||||||||||
Short-Term | ||||||||||||||||||
Investments | 6,966,174 | — | — | 6,966,174 | ||||||||||||||
Total Investments | ||||||||||||||||||
in Securities | $ | 102,482,693 | $ | — | $ | — | $ | 102,482,693 |
B. | Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. The Fund reports net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at fiscal period end, resulting from changes in exchange rates. | |
C. | Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made. |
20
Becker Value Equity Fund
NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued) |
In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends in each calendar year at least 98.0% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. | ||
Net capital losses incurred after October 31, and within the taxable year, are deemed to arise on the first business day of the Fund’s next taxable year. Net investment losses incurred after December 31, and within the taxable year, are deemed to arise on the first business day of the Fund’s next taxable year. As of the Fund’s most recent fiscal year end October 31, 2022, the Fund had no late year losses or capital loss carry-forwards. | ||
As of October 31, 2022, the Fund did not have any tax positions that did not meet the “more likely-than-not” threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Fund identifies its major tax jurisdictions as U.S. Federal and the Commonwealth of Massachusetts. As of October 31, 2022, the Fund was not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially. | ||
D. | Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/ premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Dividends received from REITs and MLPs are generally comprised of ordinary income, capital gains and may include return of capital. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Trust’s understanding of the applicable country’s tax rules and rates. | |
E. | Distributions to Shareholders. Distributions to shareholders from net investment income and net realized gains on securities for the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date. | |
F. | Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at |
21
Becker Value Equity Fund
NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued) |
the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. | ||
G. | Share Valuation. The net asset value (“NAV”) per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding of the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value per share. The Fund charges a 1.00% redemption fee on shares held less than 30 days. These fees are deducted from the redemption proceeds otherwise payable to the shareholder. The Fund will retain the fee charged as paid-in capital and such fees become part of the Fund’s daily NAV calculation. | |
H. | Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. | |
I. | Reclassification of Capital Accounts. Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended October 31, 2022, the following adjustments were made: |
Distributable (Accumulated) | |
Earnings (Losses) | Paid-In Capital |
($3,374,265) | $3,374,265 |
The differences were primarily due to the utilization of equalization. | ||
J. | Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board approved Liquidity Risk management Program (“LRMP”) that requires, among other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. |
22
Becker Value Equity Fund
NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued) |
K. | Recently Issued Accounting Pronouncements. In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the financial statements. | |
L. | Subsequent Events. In preparing these financial statements, the Fund have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. The Fund has determined that there were no subsequent events that would need to be disclosed in the Fund’s financial statements. |
NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS |
Becker Capital Management, Inc. (the “Advisor”) provides the Fund with investment management services under an Investment Advisory Agreement (the “Advisory Agreement”). Under the Advisory Agreement, the Advisor furnishes all investment advice, office space, facilities and certain administrative services, and provides most of the personnel needed by the Fund. As compensation for its services, the Advisor is entitled to receive a monthly fee at the annual rate of 0.55% based upon the average daily net assets of the Fund. For the fiscal year ended October 31, 2022, the advisory fees incurred by the Fund are disclosed in the Statement of Operations. The investment advisory fees incurred are paid monthly to the Advisor, net of any monthly waiver or reimbursement discussed below.
The Advisor has contractually agreed to limit the annual ratio of expenses of the Fund’s average daily net assets (“Expense Cap”) to 0.68% (excluding Rule 12b-1 fees and any other class-specific expenses). The Operating Expenses Limitation Agreement has an indefinite term and may be terminated at any time, and without payment of any penalty, by the Board, on behalf of the Fund, upon sixty (60) days written notice to the Advisor. The Advisor is permitted to be reimbursed for fee reductions and/or expense payments made in the prior three years. The Fund must pay its current ordinary operating expenses before the Advisor is entitled to any reimbursement of fees and/or expenses. Any reimbursement is subject to the Board’s review and approval. This reimbursement may be requested by the Advisor if the aggregate amount
23
Becker Value Equity Fund
NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued) |
actually paid by the Fund toward operating expenses for such period (taking into account any reimbursement) does not exceed the lesser of the Expense Caps in place at the time of waiver or at the time of reimbursement. At October 31, 2022, the remaining cumulative unreimbursed amount waived by the Advisor on behalf of the Fund that may be reimbursed was $491,610. The Advisor may recapture a portion of the above amount no later than the dates stated below:
Year of Expiration | Amount | ||||
October 31, 2023 | $ | 171,997 | |||
October 31, 2024 | 143,772 | ||||
October 31, 2025 | 175,841 |
The amount of fees and expenses waived and reimbursed by the Advisor during the fiscal year ended October 31, 2022 are disclosed in the Statement of Operations. Any amount due from the Advisor is paid monthly to the Fund, if applicable.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), acts as the Fund’s administrator, fund accountant and transfer agent. In those capacities, Fund Services maintains the Fund’s books and records, calculates the Fund’s NAV, prepares various federal and state regulatory filings, coordinates the payment of Fund expenses, reviews expense accruals and prepares materials supplied to the Board. The officers of the Trust and the Chief Compliance Officer are also employees of Fund Services. Fees paid by the Fund to Fund Services for these services for the fiscal year ended October 31, 2022, are disclosed in the Statement of Operations.
Quasar Distributors, LLC acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. U.S. Bank N.A. serves as custodian to the Fund. U.S. Bank N.A. is an affiliate of Fund Services.
NOTE 4 – PURCHASES AND SALES OF SECURITIES |
For the fiscal year ended October 31, 2022, the cost from purchases of securities, excluding short-term securities, for the Fund was $34,213,407. The proceeds from sales and maturities of securities, excluding short-term securities, for the Fund were $73,222,990. There were no reportable purchases or sales of U.S. Government obligations for the fiscal year ended October 31, 2022.
24
Becker Value Equity Fund
NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued) |
NOTE 5 – DISTRIBUTIONS TO SHAREHOLDERS |
The tax character of distributions paid by the Fund during the fiscal year ended October 31, 2022 and the year ended October 31, 2021 were as follows:
2022 | 2021 | |||||||
Ordinary Income | $ | 5,028,753 | $ | 3,086,771 | ||||
Long-term capital gain | 11,388,527 | — |
As of October 31, 2022, the components of distributable earnings on a tax basis were as follows:
Cost of investments | $ | 74,275,172 | ||
Gross tax unrealized appreciation | 29,625,441 | |||
Gross tax unrealized depreciation | (1,417,920 | ) | ||
Gross tax unrealized appreciation/depreciation | 28,207,521 | |||
Undistributed ordinary income | 1,178,071 | |||
Undistributed long-term capital gain | 6,025,016 | |||
Total distributable earnings | 7,203,087 | |||
Other accumulated gain (loss) | — | |||
Total distributable (accumulated) earnings (losses) | $ | 35,410,608 |
NOTE 6 – CREDIT FACILITY |
U.S. Bank N.A. has made available to the Fund a credit facility pursuant to a separate Loan and Security Agreement for temporary or extraordinary purposes. Credit facility activity for the fiscal year ended October 31, 2022 was as follows:
Maximum available credit | $ | 8,000,000 | ||
Largest amount outstanding on an individual day | 3,031,000 | |||
Average balance when in use | 2,032,667 | |||
Credit facility outstanding as of October 31, 2022 | — | |||
Average interest rate when in use | 3.50% |
Interest expense for the fiscal year ended October 31, 2022, is disclosed in the Statement of Operations, if applicable.
25
Becker Value Equity Fund
NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued) |
NOTE 7 – (COVID-19) PANDEMIC |
The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. Although vaccines for COVID-19 are becoming more widely available, the ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
26
Becker Value Equity Fund
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
To the Board of Trustees of Professionally Managed Portfolios
and Shareholders of Becker Value Equity Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Becker Value Equity Fund (the “Fund”), a series of Professionally Managed Portfolios, including the schedule of investments, as of October 31, 2022, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 1995.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
TAIT, WELLER & BAKER LLP |
Philadelphia, Pennsylvania
December 29, 2022
27
Becker Value Equity Fund
EXPENSE EXAMPLES For the Fiscal Year Ended October 31, 2022 (Unaudited) |
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including investment advisory fees, shareholder service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2022 – October 31, 2022).
Actual Expenses
The “Actual” line of the following table provides information about actual account values based on actual returns and actual expenses. Although the Fund charges no sales load, you will be assessed fees for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. If you request a redemption be made by wire transfer, the Fund’s transfer agent currently charges a $15.00 fee. You will be charged a redemption fee equal to 1.00% of the net amount of the redemption if you redeem shares within 30 calendar days after you purchase them. An Individual Retirement Account will be charged a $15.00 annual maintenance fee. In addition to the Fund’s expenses, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds of other investment companies in which the Fund has shares. Actual expenses of the underlying funds may vary. These expenses are not included in the example.
The following example includes, but is not limited to, investment advisory fees, shareholder servicing fees, fund accounting fees, administration fees, custody fees and transfer agent fees. However, the following example does not include portfolio trading commissions and related expenses and other extraordinary expenses as determined under generally accepted accounting principles. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The “Hypothetical” line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account
28
Becker Value Equity Fund
EXPENSE EXAMPLES For the Fiscal Year Ended October 31, 2022 (Unaudited) (Continued) |
values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning | Ending | Expenses Paid | |
Account Value | Account Value | During the Period | |
Class | 5/1/22 | 10/31/22 | 5/1/22 - 10/31/22* |
Retail | |||
Actual | $1,000.00 | $ 972.70 | $3.88 |
Hypothetical (5% return | |||
before expenses) | 1,000.00 | 1,021.27 | 3.97 |
Institutional | |||
Actual | 1,000.00 | 973.30 | 3.38 |
Hypothetical (5% return | |||
before expenses) | 1,000.00 | 1,021.78 | 3.47 |
* | The calculations are based on expenses incurred during the most recent six-month period for the Fund. The annualized expense ratios for the most recent six-month period for the Fund’s Retail Class and Institutional Class were 0.78% and 0.68% (reflecting fee waivers in effect), respectively. The dollar amounts shown as expenses paid for the Fund are equal to the annualized six-month expense ratio multiplied by the average account value during the period, multiplied by 184 (the number of days in the most recent six-month period) and divided by 365 (the number of days in the fiscal year). |
29
Becker Value Equity Fund
STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited) |
The Fund has adopted a liquidity risk management program (the “program”). The Board has designated the Adviser to serve as the administrator of the program. Personnel of the Adviser conduct the day-to-day operation of the program pursuant to policies and procedures administered by the Adviser.
Under the program, the Adviser manages the Fund’s liquidity risk, which is the risk that the Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in the Fund. This risk is managed by monitoring the degree of liquidity of each Fund’s investments, limiting the amount of the Fund’s illiquid investments, and utilizing various risk management tools and facilities available to the Funds for meeting shareholder redemptions, among other means. The Adviser’s process of determining the degree of liquidity of the Fund’s investments is supported by one or more third-party liquidity assessment vendors.
The Board reviewed a report prepared by the Adviser regarding the operation and effectiveness of the program for the period January 1, 2022 through December 31, 2022. No significant liquidity events impacting the Fund were noted in the report. In addition, the Adviser provided its assessment that the program had been effective in managing the Fund’s liquidity risk.
30
Becker Value Equity Fund
TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) |
The Board is responsible for the overall management of the Trust, including general supervision and review of the investment activities of the Funds. The Board, in turn, elects the officers of the Trust, who are responsible for administering the day-to-day operations of the Trust and its separate series. The current trustees and officers of the Trust, their year of birth, positions with the Trust, terms of office with the Trust and length of time served, their principal occupations for the past five years and other directorships are set forth in the table below.
Number of | |||||
Portfolios | Other | ||||
Term of | Principal | in Fund | Directorships | ||
Position | Office2 and | Occupation | Complex3 | Held | |
Name, Address | with the | Length of | During | Overseen | During Past |
and Age | Trust1 | Time Served | Past Five Years | by Trustees | Five Years |
Independent Trustees of the Trust | |||||
Kathleen T. Barr | Trustee | Indefinite | Retired; Chair of | 1 | Independent |
(born 1955) | Term; | the Governing | Director, | ||
c/o U.S. Bank Global | Since | Council, | Muzinich BDC, | ||
Fund Services | November | Independent | Inc. (2019 to | ||
615 East Michigan St. | 2018. | Directors Council | present); | ||
Milwaukee, WI 53202 | (since 2020); | Independent | |||
formerly, President, | Trustee for the | ||||
owner of a registered | William Blair | ||||
investment adviser, | Funds (2013 to | ||||
Productive Capital | present) | ||||
Management, Inc. | (19 series). | ||||
(2010 to 2013); | |||||
formerly, Chief | |||||
Administrative | |||||
Officer, Senior | |||||
Vice President and | |||||
Senior Managing | |||||
Director of Allegiant | |||||
Asset Management | |||||
Company (merged | |||||
with PNC Capital | |||||
Advisors, LLC | |||||
in 2009); formerly, | |||||
Chief Administrative | |||||
Officer, Chief | |||||
Compliance Officer | |||||
and Senior Vice | |||||
President of | |||||
PNC Funds and | |||||
PNC Advantage | |||||
Funds (f/k/a Allegiant | |||||
Funds) (registered | |||||
investment | |||||
companies). |
31
Becker Value Equity Fund
TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued) |
Number of | |||||
Portfolios | Other | ||||
Term of | Principal | in Fund | Directorships | ||
Position | Office2 and | Occupation | Complex3 | Held | |
Name, Address | with the | Length of | During | Overseen | During Past |
and Age | Trust1 | Time Served | Past Five Years | by Trustees | Five Years |
Eric W. Falkeis | Trustee | Indefinite | Chief Executive | 1 | Independent |
(born 1973) | Term; | Officer, Tidal ETF | Director, | ||
c/o U.S. Bank Global | Since | Services LLC (2018 | Muzinich BDC, | ||
Fund Services | September | to present); formerly, | Inc. (2019 to | ||
615 East Michigan St. | 2011. | Chief Operating | present); | ||
Milwaukee, WI 53202 | Chair- | Indefinite | Officer, Direxion Funds | Interested | |
person | Term; | (2013 to 2018); formerly, | Trustee, Tidal | ||
Since | Senior Vice President | ETF Trust (2018 | |||
August | and Chief Financial | to Present) | |||
2019. | Officer (and other | (22 series); | |||
positions), U.S. Bancorp | Former | ||||
Fund Services, LLC | Interested | ||||
(1997 to 2013). | Trustee, | ||||
Direxion Funds | |||||
(22 series), | |||||
Direxion Shares | |||||
ETF Trust (112 | |||||
series) and | |||||
Direxion | |||||
Insurance Trust | |||||
(2013 to 2018). | |||||
Steven J. Paggioli | Trustee | Indefinite | Consultant; | 1 | Independent |
(born 1950) | Term; | formerly, Executive | Director, | ||
c/o U.S. Bank Global | Since | Vice President, | Muzinich BDC, | ||
Fund Services | May | Investment | Inc. (2019 to | ||
615 East Michigan St. | 1991. | Company | present); | ||
Milwaukee, WI 53202 | Administration, LLC | Independent | |||
(mutual fund | Trustee, AMG | ||||
administrator). | Funds (1993 to | ||||
present) | |||||
(42 series); | |||||
Advisory Board | |||||
Member, | |||||
Sustainable | |||||
Growth | |||||
Advisers, LP. |
32
Becker Value Equity Fund
TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued) |
Number of | |||||
Portfolios | Other | ||||
Term of | Principal | in Fund | Directorships | ||
Position | Office2 and | Occupation | Complex3 | Held | |
Name, Address | with the | Length of | During | Overseen | During Past |
and Age | Trust1 | Time Served | Past Five Years | by Trustees | Five Years |
Ashi S. Parikh | Trustee | Indefinite | Investment | 1 | Board of |
(born 1966) | Term; | professional; formerly, | Directors | ||
c/o U.S. Bank Global | Since | Chief Executive and | Member, | ||
Fund Services | June | Chief Investment | Investment | ||
615 East Michigan St. | 2020. | Officer and various | Working Group, | ||
Milwaukee, WI 53202 | other positions, | The Ohio State | |||
RidgeWorth | University | ||||
Investments, LLC | Endowments | ||||
(global investment | and Foundation | ||||
management firm) | (2016 to present); | ||||
(2006 to 2017); | Board of | ||||
formerly, Chief | Directors, World | ||||
Investment Officer | Methodist | ||||
Institutional Growth | Council, | ||||
Equities, Eagle | Investment | ||||
Asset Management | Committee | ||||
(financial advisor); | (2018 to present); | ||||
formerly Sr. Managing | Independent | ||||
Director, Growth | Trustee, PNC | ||||
Equities, Banc One | Funds (2018 to | ||||
Investment Advisors | 2019) (32 series); | ||||
(financial adviser). | Interested Trustee, | ||||
RidgeWorth | |||||
Funds (2014 to | |||||
2017) (35 series). | |||||
Cynthia M. Fornelli | Trustee | Indefinite | Independent | 1 | Independent |
(born 1960) | Term; | Director of | Director, | ||
c/o U.S. Bank Global | Since | TriplePoint Venture | TriplePoint | ||
Fund Services | January | Growth BDC Corp. | Private Venture | ||
615 East Michigan St. | 2022. | (2019 to present); | Credit, Inc. | ||
Milwaukee, WI 53202 | Retired; formerly, | (2020 to | |||
Executive Director | present). | ||||
of the Center for | |||||
Audit Quality (2007- | |||||
2019); formerly, Senior | |||||
Vice President of | |||||
Regulatory Conflicts | |||||
Management at Bank | |||||
of America (2005-2007); | |||||
formerly, Deputy Director, | |||||
Division of Investment | |||||
Management with the | |||||
U.S. Securities and | |||||
Exchange Commission | |||||
(1998-2005). |
33
Becker Value Equity Fund
TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued) |
Number of | |||||
Portfolios | Other | ||||
Term of | Principal | in Fund | Directorships | ||
Position | Office2 and | Occupation | Complex3 | Held | |
Name, Address | with the | Length of | During | Overseen | During Past |
and Age | Trust1 | Time Served | Past Five Years | by Trustees | Five Years |
Officers of the Trust | |||||
Jason F. Hadler | President | Indefinite | Senior Vice | Not | Not |
(born 1975) | Term; | President and | Applicable. | Applicable. | |
c/o U.S. Bank Global | Principal | Since | Head of Fund | ||
Fund Services | Executive | September | Services Fund | ||
615 East Michigan St. | Officer | 2021. | Administration | ||
Milwaukee, WI 53202 | Department, U.S. | ||||
Bank Global Fund | |||||
Services since | |||||
December 2003. | |||||
Carl G. Gee, Esq. | Secretary | Indefinite | Assistant Secretary | Not | Not |
(born 1990) | Term; | of the Trust | Applicable. | Applicable. | |
c/o U.S. Bank Global | Vice | Since | (2020-2021); | ||
Fund Services | President | February | Assistant Vice | ||
615 East Michigan St. | 2021. | President and | |||
Milwaukee, WI 53202 | Counsel, U.S. Bank | ||||
Global Fund Services | |||||
since August 2016; | |||||
Summer Associate, | |||||
Husch Blackwell LLP | |||||
(2015); Law Clerk, | |||||
Brady Corporation | |||||
(global printing | |||||
systems, labels and | |||||
safety products company) | |||||
(2014-2015). | |||||
Craig Benton | Treasurer | Indefinite | Assistant Treasurer | Not | Not |
(born 1985) | Term; | of the Trust | Applicable. | Applicable. | |
c/o U.S. Bank Global | Vice | Since | (2016-2021); | ||
Fund Services | President | December | Assistant Vice | ||
615 East Michigan St. | 2021. | President, U.S. Bank | |||
Milwaukee, WI 53202 | Global Fund Services | ||||
since November 2007. |
34
Becker Value Equity Fund
TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued) |
Number of | |||||
Portfolios | Other | ||||
Term of | Principal | in Fund | Directorships | ||
Position | Office2 and | Occupation | Complex3 | Held | |
Name, Address | with the | Length of | During | Overseen | During Past |
and Age | Trust1 | Time Served | Past Five Years | by Trustees | Five Years |
Melissa Breitzman | Assistant | Indefinite | Assistant Vice | Not | Not |
(born 1983) | Treasurer | Term; | President, U.S. | Applicable. | Applicable. |
c/o U.S. Bank Global | Since | Bank Global Fund | |||
Fund Services | August | Services since | |||
615 East Michigan St. | 2016. | June 2005. | |||
Milwaukee, WI 53202 | |||||
Kyle J. Buscemi | Assistant | Indefinite | Mutual Funds | Not | Not |
(born 1996) | Treasurer | Term; | Administrator, | Applicable. | Applicable. |
c/o U.S. Bank Global | Since | U.S. Bank Global | |||
Fund Services | June | Fund Services since | |||
615 East Michigan St. | 2022. | June 2018; Business | |||
Milwaukee, WI 53202 | Administration | ||||
Student, 2014-2018. | |||||
Gazala Khan | Chief | Indefinite | Senior Vice | Not | Not |
(born 1969) | Compli- | Term; | President and | Applicable. | Applicable. |
c/o U.S. Bank Global | ance | Since | Compliance Officer, | ||
Fund Services | Officer | November | U.S. Bank Global | ||
615 East Michigan St. | 2022. | Fund Services since | |||
Milwaukee, WI 53202 | Anti- | July 2022; Chief | |||
Money | Compliance Officer | ||||
Laundering | Matthews Asia Fund | ||||
Officer | (May 2019- | ||||
July 15, 2022); | |||||
Chief Compliance | |||||
Officer GS Trust/VIT | |||||
(June 2009-May 2019); | |||||
Vice President GSAM | |||||
(May 2005-June 2009); | |||||
Staff Accountant, SEC | |||||
Office of Compliance | |||||
Inspection and | |||||
Examination (1999-2005). |
1 | All Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”). |
2 | Under the terms of the Board’s retirement policy, a Trustee shall retire at the end of the calendar year in which he or she reaches the age of 78. |
3 | The Trust is comprised of numerous series managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund. The Fund does not hold itself out as related to any other series within the Trust for investment purposes. |
35
Becker Value Equity Fund
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) |
At a meeting held on August 17-18, 2022, the Board (which is comprised of five persons, all of whom are Independent Trustees as defined under the Investment Company Act) considered and approved the continuance of the Investment Advisory Agreement (the “Advisory Agreement”) between Professionally Managed Portfolios (the “Trust”) and Becker Capital Management, Inc. (the “Advisor”) for the Becker Value Equity Fund (the “Fund”) for another annual term. At this meeting and at a prior meeting held on June 16, 2022, the Board received and reviewed substantial information regarding the Fund, the Advisor and the services provided by the Advisor to the Fund under the Advisory Agreement. This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations. Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the continuance of the Advisory Agreement:
1. | The nature, extent and quality of the services provided and to be provided by the Advisor under the Advisory Agreement. The Trustees considered the nature, extent and quality of the Advisor’s overall services provided to the Fund as well as its specific responsibilities in all aspects of day-to-day investment management of the Fund. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Fund. The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer and the Advisor’s compliance record, as well as the Advisor’s cybersecurity program, business continuity plan, and risk management process. The Board also considered the prior relationship between the Advisor and the Trust, as well as the Board’s knowledge of the Advisor’s operations, and noted that during the course of the prior year they had met with certain personnel of the Advisor to discuss fund performance and investment outlook, as well as, various marketing and compliance topics. The Board concluded that the Advisor had the quality and depth of personnel, resources, investment processes and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that they were satisfied with the nature, overall quality and extent of such management services. | |
2. | The Fund’s historical performance and the overall performance of the Advisor. In assessing the quality of the portfolio management |
36
Becker Value Equity Fund
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued) |
delivered by the Advisor, the Board reviewed the short-term and long-term performance of the Fund on both an absolute basis, and in comparison to its peer funds utilizing Morningstar classifications, appropriate securities market benchmarks and the Advisor’s similarly managed accounts, all for periods ended March 31, 2022. The Board also considered performance against a smaller group of peers selected by an independent third-party consultant engaged by the Board to assist it in its 15(c) review (the “Cohort”). While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing performance against the comparative peer group universe, the Board took into account that the investment objective and strategies of the Fund, as well as its level of risk tolerance, may differ significantly from funds in the peer universe. When reviewing the Fund’s performance against broad market benchmarks, the Board took into account the differences in portfolio construction between the Fund and such benchmarks as well as other differences between actively managed funds and passive benchmarks, such as objectives and risks. In assessing periods of relative underperformance or outperformance, the Board took into account that relative performance can be significantly impacted by performance measurement periods and that some periods of underperformance may be transitory in nature while others may reflect more significant underlying issues. | ||
The Board noted that the Fund outperformed the median of its peer group for the one- and three-year periods and underperformed for the five-year period. The Board also noted that the Fund outperformed the average of its Cohort for the one- and three-year periods and underperformed for the five-year period. | ||
The Board also considered the performance of the Fund against its broad-based securities market benchmark, noting that the Fund outperformed its benchmark for the one- and three-year periods and underperformed for the five-year period. | ||
The Trustees also considered that compared to the Advisor’s large cap value composite, the Fund outperformed for the one-, three- and five-year periods. The Board noted that the Advisor represented that any differences in performance between the Fund and the large cap value composite were mainly attributable to the Fund not owning a security the separate accounts owned and the timing of a sale of a security. |
37
Becker Value Equity Fund
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued) |
3. | The costs of the services to be provided by the Advisor and the structure of the Advisor’s fees under the Advisory Agreement. In considering the advisory fee and total fees and expenses of the Fund, the Board reviewed comparisons to the peer funds and similarly managed separate accounts for other types of clients advised by the Advisor, as well as all expense waivers and reimbursements. When reviewing fees charged to other similarly managed accounts, the Board took into consideration the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts. | |
The Board noted that the Advisor had contractually agreed to maintain an annual expense ratio of 0.68% for the Fund excluding certain operating expenses and class-level expenses (the “Expense Cap”). The Board noted that the Fund’s advisory fee was at the peer group median and below the peer group average and the net expense ratio was lower than those of its peer group median and average. The Board also considered that the Fund’s net expense ratio was lower than that of its Cohort average. The Trustees also took into consideration the services the Advisor provided to its similarly managed separate account clients, comparing the fees charged for those management services to the fees charged to the Fund and noted that the fees can differ due to a number of factors. The Board concluded that the fees paid to the Advisor were fair and reasonable in light of the comparative performance and advisory fee information. | ||
4. | Economies of Scale. The Board also considered whether economies of scale were being realized by the Advisor. The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed its specified Expense Cap. The Board noted that at current asset levels, it did not appear that there were additional significant economies of scale being realized by the Advisor and concluded that it would continue to monitor economies of scale in the future as circumstances changed and assuming asset levels continued to increase. | |
5. | The profits to be realized by the Advisor and its affiliates from its relationship with the Fund. The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Fund. The Board considered the profitability to the Advisor from its relationship with the Fund, and considered any additional material benefits derived |
38
Becker Value Equity Fund
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued) |
by the Advisor from their relationship with the Fund, particularly benefits received in exchange for “soft dollars” paid to the Advisor. After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate financial resources to support the services it provides to the Fund. |
No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement, but rather the Board based its determination on the total combination of information available to them. Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangements with the Advisor, including the advisory fee, were fair and reasonable. The Board therefore determined that the continuance of the Advisory Agreement would be in the best interests of the Fund and its shareholders.
39
Becker Value Equity Fund
INFORMATION ABOUT THE FUND’S TRUSTEES (Unaudited) |
The Statement of Additional Information (“SAI”) includes additional information about the Fund’s Trustees and is available without charge, upon request, by calling (800) 551-3998. Furthermore, you can obtain the SAI on the SEC’s website at www.sec.gov or the Fund’s website at www.beckercap.com/mutual-fund.
INFORMATION ABOUT PROXY VOTING (Unaudited) |
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free at (800) 551-3998 or by accessing the SEC’s website at www.sec.gov.
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve months ending June 30 is available without charge, upon request by calling (800) 551-3998 or by accessing the SEC’s website at www.sec.gov.
INFORMATION ABOUT THE PORTFOLIO HOLDINGS (Unaudited) |
The Fund’s quarterly holdings for the most recent fiscal year can be obtained by accessing the Fund’s website at www.beckercap.com/mutual-fund. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov. The Fund’s Form N-PORT may also be obtained by calling (800) 551-3998.
INFORMATION ABOUT HOUSEHOLDING (Unaudited) |
Each year, you are automatically sent an updated prospectus as well as annual and semi-annual reports for the Fund, if applicable. In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses, proxy statements, and annual and Annual Reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders we reasonably believe are from the same family or household. Please call the Transfer Agent without charge at (800) 551-3998 to request individual copies of these documents. The Fund will begin sending individual copies 30 days after receiving your request. This policy does not apply to account statements.
40
Becker Value Equity Fund
FEDERAL TAX INFORMATION (Unaudited) |
For the year ended October 31, 2022, certain dividends paid by the Fund may be subject to a maximum tax rate of 20%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and the Tax Cuts and Jobs Act of 2017.
The percentage of dividends declared from ordinary income designated as qualified dividend income was 61.73%.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended October 31, 2022 was 47.72%.
41
Becker Value Equity Fund
PRIVACY NOTICE (Unaudited) |
The Fund collects non-public information about you from the following sources:
• | Information we receive about you on applications or other forms; | |
• | Information you give us orally; and | |
• | Information about your transactions with us or others. |
We do not disclose any non-public personal information about our shareholders or former shareholders without the shareholder’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated parties and unaffiliated third parties with whom we have contracts for servicing the Fund. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities. All shareholder records will be disposed of in accordance with applicable law. We maintain physical, electronic and procedural safeguards to protect your non-public personal information and require third parties to treat your non-public information with the same high degree of confidentiality.
In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared with unaffiliated third parties.
42
(This Page Intentionally Left Blank.)
Investment Advisor
BECKER CAPITAL MANAGEMENT, INC.
1211 SW Fifth Avenue, Suite 2185
Portland, OR 97204
Distributor
QUASAR DISTRIBUTORS, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. BANK N.A.
Custody Operations
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI 53212
Transfer Agent, Fund Accountant and Fund Administrator
U.S. BANCORP FUND SERVICES, LLC
615 East Michigan Street
Milwaukee, WI 53202
Independent Registered Public Accounting Firm
TAIT, WELLER & BAKER LLP
Two Liberty Place
50 South 16th Street, Suite 2900
Philadelphia, PA 19102
Legal Counsel
SULLIVAN & WORCESTER LLP
1633 Broadway, 32nd Floor
New York, NY 10019
Becker Value Equity Fund
Ticker | CUSIP | |
Retail Class | BVEFX | 74316J516 |
Institutional Class | BVEIX | 74316J490 |
(b) | Not applicable. |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant’s Board of Trustees of the Trust has determined that there is at least one audit committee financial expert serving on its audit committee. Ms. Kathleen T. Barr, Ms. Cynthia M. Fornelli, Messrs. Eric W. Falkeis, Steven J. Paggioli and Ashi S. Parikh are each an “audit committee financial expert” and are considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following tables detail the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE 10/31/2022 | FYE 10/31/2021 | |
Audit Fees | $22,400 | $21,300 |
Audit-Related Fees | N/A | N/A |
Tax Fees | $2,800 | $2,700 |
All Other Fees | N/A | N/A |
The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.
The percentages of fees billed by Tait, Weller & Baker LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
FYE 10/31/2022 | FYE 10/31/2021 | |
Audit-Related Fees | 0% | 0% |
Tax Fees | 0% | 0% |
All Other Fees | 0% | 0% |
All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.
The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment advisor (and any other controlling entity, etc.—not sub-advisor) for the last two years. The audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment advisor is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
Non-Audit Related Fees | FYE 10/31/2022 | FYE 10/31/2021 |
Registrant | N/A | N/A |
Registrant’s Investment Advisor | N/A | N/A |
The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.
The registrant is not a foreign issuer.
Item 5. Audit Committee of Listed Registrants.
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
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 Principal Executive Officer and Principal Financial Officer 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 fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Exhibits.
(a) | (1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. 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 to open-end investment companies.
(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
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) Professionally Managed Portfolios
By (Signature and Title) /s/Jason Hadler
Jason Hadler, President/Principal Executive Officer
Date January 6, 2023
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/Jason Hadler
Jason Hadler, President/Principal Executive Officer
Date January 6, 2023
By (Signature and Title) /s/Craig Benton
Craig Benton, Treasurer/Principal Financial Officer
Date January 6, 2023
* Print the name and title of each signing officer under his or her signature.