10/04/2024 | Press release | Distributed by Public on 10/04/2024 09:42
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number (811-05037)
Professionally Managed Portfolios
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(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)
(414) 516-1523
Registrant's telephone number, including area code
Date of fiscal year end: July 31
Date of reporting period: July 31, 2024
Item 1. Report to Stockholders.
(a) |
Akre Focus Fund
|
||
Retail Class| AKREX
|
||
Annual Shareholder Report | July 31, 2024
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
Retail Class
|
$151
|
1.33%
|
Akre Focus Fund | PAGE 1 | TSR_AR_742935117 |
1 Year
|
5 Year
|
10 Year
|
|
Retail Class
|
26.51
|
12.00
|
14.04
|
S&P 500 Total Return
|
22.15
|
15.00
|
13.15
|
S&P 500 Equal Weight Total Return
|
12.95
|
11.73
|
10.78
|
* | The Fund's past performance is not a good predictor of the Fund's future performance. The returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
Net Assets
|
$12,975,016,517
|
Number of Holdings
|
17
|
Net Advisory Fee
|
$113,845,863
|
Portfolio Turnover Rate
|
5%
|
Top Holdings
|
(% of net assets)
|
Constellation Software, Inc.
|
12.2%
|
Mastercard, Inc.
|
11.5%
|
Moody's Corp.
|
11.5%
|
KKR & Co., Inc.
|
10.7%
|
American Tower Corp.
|
9.0%
|
Visa, Inc.
|
6.7%
|
Brookfield Corp.
|
6.5%
|
Roper Technologies, Inc.
|
6.3%
|
O'Reilly Automotive, Inc.
|
5.9%
|
CoStar Group, Inc.
|
4.9%
|
Top Sectors
|
(% of net assets)
|
Financials
|
46.9%
|
Information Technology
|
23.3%
|
Real Estate
|
14.7%
|
Consumer Discretionary
|
8.9%
|
Health Care
|
3.7%
|
Cash & Other
|
2.5%
|
Akre Focus Fund | PAGE 2 | TSR_AR_742935117 |
Akre Focus Fund
|
||
Institutional Class| AKRIX
|
||
Annual Shareholder Report | July 31, 2024
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
Institutional Class
|
$120
|
1.06%
|
Akre Focus Fund | PAGE 1 | TSR_AR_742935125 |
1 Year
|
5 Year
|
10 Year
|
|
Institutional Class
|
26.85
|
12.30
|
14.34
|
S&P 500 Total Return
|
22.15
|
15.00
|
13.15
|
S&P 500 Equal Weight Total Return
|
12.95
|
11.73
|
10.78
|
* | The Fund's past performance is not a good predictor of the Fund's future performance. The returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
Net Assets
|
$12,975,016,517
|
Number of Holdings
|
17
|
Net Advisory Fee
|
$113,845,863
|
Portfolio Turnover Rate
|
5%
|
Top Holdings
|
(% of net assets)
|
Constellation Software, Inc.
|
12.2%
|
Mastercard, Inc.
|
11.5%
|
Moody's Corp.
|
11.5%
|
KKR & Co., Inc.
|
10.7%
|
American Tower Corp.
|
9.0%
|
Visa, Inc.
|
6.7%
|
Brookfield Corp.
|
6.5%
|
Roper Technologies, Inc.
|
6.3%
|
O'Reilly Automotive, Inc.
|
5.9%
|
CoStar Group, Inc.
|
4.9%
|
Top Sectors
|
(% of net assets)
|
Financials
|
46.9%
|
Information Technology
|
23.3%
|
Real Estate
|
14.7%
|
Consumer Discretionary
|
8.9%
|
Health Care
|
3.7%
|
Cash & Other
|
2.5%
|
Akre Focus Fund | PAGE 2 | TSR_AR_742935125 |
Akre Focus Fund
|
||
Supra Institutional Class| AKRSX
|
||
Annual Shareholder Report | July 31, 2024
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
Supra Institutional Class
|
$111
|
0.98%
|
Akre Focus Fund | PAGE 1 | TSR_AR_74316P751 |
1 Year
|
5 Year
|
Since Inception
(08/31/2015) |
|
Supra Institutional Class
|
26.93
|
12.39
|
15.13
|
S&P 500 Total Return
|
22.15
|
15.00
|
14.30
|
S&P 500 Equal Weight Total Return
|
12.95
|
11.73
|
11.70
|
* | The Fund's past performance is not a good predictor of the Fund's future performance. The returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
Net Assets
|
$12,975,016,517
|
Number of Holdings
|
17
|
Net Advisory Fee
|
$113,845,863
|
Portfolio Turnover Rate
|
5%
|
Top Holdings
|
(% of net assets)
|
Constellation Software, Inc.
|
12.2%
|
Mastercard, Inc.
|
11.5%
|
Moody's Corp.
|
11.5%
|
KKR & Co., Inc.
|
10.7%
|
American Tower Corp.
|
9.0%
|
Visa, Inc.
|
6.7%
|
Brookfield Corp.
|
6.5%
|
Roper Technologies, Inc.
|
6.3%
|
O'Reilly Automotive, Inc.
|
5.9%
|
CoStar Group, Inc.
|
4.9%
|
Top Sectors
|
(% of net assets)
|
Financials
|
46.9%
|
Information Technology
|
23.3%
|
Real Estate
|
14.7%
|
Consumer Discretionary
|
8.9%
|
Health Care
|
3.7%
|
Cash & Other
|
2.5%
|
Akre Focus Fund | PAGE 2 | TSR_AR_74316P751 |
(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 7/31/2024 | FYE 7/31/2023 | |
(a) Audit Fees | $24,500 | $24,500 |
(b) Audit-Related Fees | N/A | N/A |
(c) Tax Fees | $2,900 | $2,900 |
(d) All Other Fees | N/A | N/A |
(e)(1) 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.
(e)(2) 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 7/31/2024 | FYE 7/31/2023 | |
Audit-Related Fees | 0% | 0% |
Tax Fees | 0% | 0% |
All Other Fees | 0% | 0% |
(f) 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.
(g) 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.
Non-Audit Related Fees | FYE 7/31/2024 | FYE 7/31/2023 |
Registrant | N/A | N/A |
Registrant's Investment Advisor | N/A | N/A |
(h) 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.
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 7 of this Form.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
(a)
TABLE OF CONTENTS
TABLE OF CONTENTS
Page
|
|||
Schedule of Investments
|
1
|
||
Statement of Assets and Liabilities
|
3
|
||
Statement of Operations
|
4
|
||
Statements of Changes in Net Assets
|
5
|
||
Financial Highlights
|
6
|
||
Notes to Financial Statements
|
9
|
||
Report of Independent Registered Public Accounting Firm
|
16
|
||
Additional Information
|
17
|
||
TABLE OF CONTENTS
Shares
|
Value
|
|||||
Common Stocks- 87.7%
|
||||||
Capital Markets - 28.7%(a)
|
||||||
Brookfield Corp. - Class A
|
17,311,000
|
$ 843,911,250
|
||||
KKR & Co., Inc.
|
11,219,000
|
1,384,985,550
|
||||
Moody's Corp.
|
3,271,000
|
1,493,146,080
|
||||
3,722,042,880
|
||||||
Financial Services - 18.2%
|
||||||
Mastercard, Inc. - Class A
|
3,230,000
|
1,497,783,300
|
||||
Visa, Inc. - Class A
|
3,253,000
|
864,224,510
|
||||
2,362,007,810
|
||||||
Hotels, Restaurants & Leisure - 1.9%
|
||||||
Airbnb, Inc. - Class A(b)
|
1,725,545
|
240,817,060
|
||||
Life Sciences Tools & Services - 3.7%
|
||||||
Danaher Corp.
|
1,750,000
|
484,890,000
|
||||
Real Estate Management & Development - 4.9%
|
||||||
CoStar Group, Inc.(b)
|
8,072,007
|
629,777,986
|
||||
Software - 23.3%
|
||||||
CCC Intelligent Solutions Holdings, Inc.(b)
|
9,625,744
|
98,760,133
|
||||
Constellation Software, Inc.
|
503,000
|
1,587,088,596
|
||||
Roper Technologies, Inc.
|
1,494,000
|
813,856,500
|
||||
Topicus.com, Inc.
|
6,000,000
|
528,316,373
|
||||
3,028,021,602
|
||||||
Specialty Retail - 7.0%
|
||||||
CarMax, Inc.(b)
|
1,624,852
|
137,202,503
|
||||
O'Reilly Automotive, Inc.(b)
|
681,000
|
767,037,540
|
||||
904,240,043
|
||||||
Total Common Stocks
(Cost $3,364,934,961)
|
11,371,797,381
|
|||||
Real Estate Investment Trusts- 9.8%
|
||||||
American Tower Corp.
|
5,273,000
|
1,162,169,200
|
||||
SBA Communications Corp.
|
500,000
|
109,770,000
|
||||
Total Real Estate Investment Trusts
(Cost $514,497,831)
|
1,271,939,200
|
|||||
1
|
TABLE OF CONTENTS
Contracts
|
Value
|
|||||
Warrants- 0.0%(c)
|
||||||
Software - 0.0%(c)
|
||||||
Constellation Software, Inc., Expires 03/31/2040, Exercise Price $0.00(b)(d)
|
628,500
|
$0
|
||||
Total Warrants
(Cost $0)
|
0
|
|||||
Total Investments- 97.5%
(Cost $3,879,432,792)
|
|
$12,643,736,581
|
||||
Other Assets in Excess of Liabilities - 2.5%
|
331,279,936
|
|||||
Total Net Assets- 100.0%
|
$12,975,016,517
|
|||||
(a)
|
To the extent that the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments that significantly affect those industries or sectors.
|
(b)
|
Non-income producing security.
|
(c)
|
Represents less than 0.05% of net assets.
|
(d)
|
Fair value determined using significant unobservable inputs in accordance with procedures adopted by the Advisor acting as Valuation Designee, and approved by the Board. These securities represented $0 or 0.0% of net assets as of July 31, 2024.
|
2
|
TABLE OF CONTENTS
Assets
|
|||
Investments, at value
|
$12,643,736,581
|
||
Cash
|
348,286,415
|
||
Receivable for fund shares sold
|
16,589,795
|
||
Receivable for investments sold
|
14,870,618
|
||
Dividends and interest receivable
|
2,688,607
|
||
Security lending income receivable
|
159
|
||
Prepaid expenses and other assets
|
70,838
|
||
Total assets
|
13,026,243,013
|
||
LIABILITIES
|
|||
Payable for capital shares redeemed
|
19,018,316
|
||
Payable for investments purchased
|
18,946,800
|
||
Payable to advisor
|
9,588,659
|
||
Payable for distribution and shareholder servicing fees
|
2,517,798
|
||
Payable for fund administration and accounting fees
|
287,864
|
||
Payable for transfer agent fees and expenses
|
283,988
|
||
Payable for custodian fees
|
94,511
|
||
Payable for audit fees
|
27,301
|
||
Payable for printing and mailing
|
4,283
|
||
Payable for compliance fees
|
1,209
|
||
Payable for expenses and other liabilities
|
455,767
|
||
Total liabilities
|
51,226,496
|
||
NET ASSETS
|
$12,975,016,517
|
||
NETASSETSCONSISTS OF:
|
|||
Paid-in capital
|
$3,699,517,687
|
||
Total distributable earnings
|
9,275,498,830
|
||
Total net assets
|
$12,975,016,517
|
||
Institutional
|
|||
Net assets
|
$7,191,334,552
|
||
Shares issued and outstanding(a)
|
105,130,930
|
||
Net asset value per share
|
$68.40
|
||
Retail
|
|||
Net assets
|
$4,590,414,927
|
||
Shares issued and outstanding(a)
|
70,001,045
|
||
Net asset value per share
|
$65.58
|
||
Supra Institutional
|
|||
Net assets
|
$1,193,267,038
|
||
Shares issued and outstanding(a)
|
17,291,063
|
||
Net asset value per share
|
$69.01
|
||
COST:
|
|||
Investments, at cost
|
$3,879,432,792
|
||
(a)
|
Unlimited shares authorized without par value.
|
3
|
TABLE OF CONTENTS
INVESTMENT INCOME
|
|||
Dividend income
|
$106,071,105
|
||
Less: Dividend withholding taxes
|
(3,004,224)
|
||
Interest income
|
8,000,846
|
||
Securities lending income
|
11,978
|
||
Other income
|
9,570
|
||
Total investment income
|
111,089,275
|
||
EXPENSES
|
|||
Investment advisory fees
|
113,845,863
|
||
Distribution expenses
|
11,011,574
|
||
Shareholder service costs - Institutional Class
|
5,728,208
|
||
Fund administration and accounting fees
|
4,154,019
|
||
Shareholder service costs - Retail Class
|
4,141,820
|
||
ReFlow fees
|
2,976,311
|
||
Transfer agent fees
|
1,782,401
|
||
Custodian fees
|
520,646
|
||
Federal and state registration fees
|
359,276
|
||
Reports to shareholders
|
266,445
|
||
Trustees' fees
|
254,854
|
||
Audit fees
|
27,301
|
||
Compliance fees
|
14,959
|
||
Legal fees
|
9,465
|
||
Shareholder service costs - Supra Class
|
356
|
||
Other expenses and fees
|
79,213
|
||
Total expenses
|
145,172,711
|
||
NET INVESTMENT LOSS
|
(34,083,436)
|
||
REALIZED AND UNREALIZED GAIN
|
|||
Net realized gain (loss) from:
|
|||
Investments
|
2,704,329,388
|
||
Foreign currency translation
|
(91,969)
|
||
Net realized gain
|
2,704,237,419
|
||
Net change in unrealized appreciation on:
|
|||
Investments
|
295,612,824
|
||
Net change in unrealized appreciation
|
295,612,824
|
||
Net Realized and Unrealized Gain
|
2,999,850,243
|
||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$2,965,766,807
|
||
4
|
TABLE OF CONTENTS
Year Ended July 31,
|
||||||
2024
|
2023
|
|||||
OPERATIONS:
|
||||||
Net investment loss
|
$(34,083,436)
|
$(6,802,925)
|
||||
Net realized gain
|
2,704,237,419
|
387,145,958
|
||||
Net change in unrealized appreciation
|
295,612,824
|
48,723,646
|
||||
Net increase in net assets from operations
|
2,965,766,807
|
429,066,679
|
||||
DISTRIBUTIONS TO SHAREHOLDERS:
|
||||||
Distributions to shareholders - Institutional
|
(248,993,930)
|
(436,322,252)
|
||||
Distributions to shareholders - Retail
|
(157,812,966)
|
(263,690,340)
|
||||
Distributions to shareholders - Supra Institutional
|
(37,745,263)
|
(64,115,175)
|
||||
Total distributions to shareholders
|
(444,552,159)
|
(764,127,767)
|
||||
CAPITAL TRANSACTIONS:
|
||||||
Subscriptions - Institutional
|
2,873,682,335
|
1,085,267,209
|
||||
Reinvestments - Institutional
|
207,484,617
|
370,460,515
|
||||
Redemptions - Institutional
|
(4,933,996,217)
|
(2,350,279,171)
|
||||
Redemption fees - Institutional
|
24,139
|
30,419
|
||||
Subscriptions - Retail
|
121,651,944
|
205,414,873
|
||||
Reinvestments - Retail
|
145,150,162
|
244,466,510
|
||||
Redemptions - Retail
|
(967,582,052)
|
(735,927,507)
|
||||
Redemption fees - Retail
|
14,867
|
17,240
|
||||
Subscriptions - Supra Institutional
|
84,783,233
|
59,543,434
|
||||
Reinvestments - Supra Institutional
|
1,005
|
1,442
|
||||
Redemptions - Supra Institutional
|
(184,419,798)
|
(159,896,856)
|
||||
Redemption fees - Supra Institutional
|
3,675
|
4,254
|
||||
Net decrease in net assets from capital transactions
|
(2,653,202,090)
|
(1,280,897,638)
|
||||
NET DECREASE IN NET ASSETS
|
(131,987,442)
|
(1,616,958,726)
|
||||
NET ASSETS:
|
||||||
Beginning of the year
|
13,107,003,959
|
14,722,962,685
|
||||
End of the year
|
$12,975,016,517
|
$13,107,003,959
|
||||
SHARES TRANSACTIONS
|
||||||
Subscriptions - Institutional
|
48,433,287
|
21,235,149
|
||||
Reinvested - Institutional
|
3,615,345
|
7,594,517
|
||||
Redemptions - Institutional
|
(83,493,090)
|
(45,984,944)
|
||||
Subscriptions - Retail
|
2,126,432
|
4,152,408
|
||||
Reinvested - Retail
|
2,633,826
|
5,198,097
|
||||
Redemptions - Retail
|
(16,840,438)
|
(14,828,564)
|
||||
Subscriptions - Supra Institutional
|
1,399,428
|
1,154,644
|
||||
Reinvested - Supra Institutional
|
18
|
29
|
||||
Redemptions - Supra Institutional
|
(3,056,852)
|
(3,140,098)
|
||||
Total increase/(decrease) in shares outstanding
|
(45,182,044)
|
24,618,762
|
||||
5
|
TABLE OF CONTENTS
Year Ended July 31,
|
|||||||||||||||
2024
|
2023
|
2022
|
2021
|
2020
|
|||||||||||
PER SHARE DATA:
|
|||||||||||||||
Net asset value, beginning of year
|
$55.85
|
$56.74
|
$66.05
|
$51.95
|
$45.00
|
||||||||||
INVESTMENT OPERATIONS:
|
|||||||||||||||
Net investment income (loss)(a)
|
(0.11)
|
0.01
|
(0.28)
|
(0.03)
|
(0.14)
|
||||||||||
Net realized and unrealized gain (loss) on investments
|
14.70
|
2.22
|
(6.69)
|
14.13
|
8.42
|
||||||||||
Total from investment operations
|
14.59
|
2.23
|
(6.97)
|
14.10
|
8.28
|
||||||||||
LESS DISTRIBUTIONS FROM:
|
|||||||||||||||
From net realized gains
|
(2.04)
|
(3.12)
|
(2.34)
|
-
|
(1.33)
|
||||||||||
Total distributions
|
(2.04)
|
(3.12)
|
(2.34)
|
-
|
(1.33)
|
||||||||||
Redemption fee per share
|
0.00(b)
|
0.00(b)
|
0.00(b)
|
0.00(b)
|
0.00(b)
|
||||||||||
Net asset value, end of year
|
$68.40
|
$55.85
|
$56.74
|
$66.05
|
$51.95
|
||||||||||
TOTAL RETURN
|
26.85%
|
4.73%
|
−11.03%
|
27.14%
|
18.85%
|
||||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
|||||||||||||||
Net assets, end of year (in thousands)
|
$7,191,335
|
$7,627,805
|
$8,722,196
|
$10,107,359
|
$7,615,987
|
||||||||||
Ratio of expenses to average net assets
|
1.06%
|
1.04%
|
1.04%
|
1.04%
|
1.05%
|
||||||||||
Ratio of net investment income (loss) to average
net assets
|
(0.18)%
|
0.03%
|
(0.46)%
|
(0.06)%
|
(0.30)%
|
||||||||||
Portfolio turnover rate
|
5%
|
2%
|
1%
|
10%
|
4%
|
||||||||||
(a)
|
Net investment income per share has been calculated based on average shares outstanding during the year.
|
(b)
|
Amount represents less than $0.005 per share.
|
6
|
TABLE OF CONTENTS
Year Ended July 31,
|
|||||||||||||||
2024
|
2023
|
2022
|
2021
|
2020
|
|||||||||||
PER SHARE DATA:
|
|||||||||||||||
Net asset value, beginning of year
|
$53.76
|
$54.88
|
$64.13
|
$50.57
|
$43.95
|
||||||||||
INVESTMENT OPERATIONS:
|
|||||||||||||||
Net investment loss(a)
|
(0.26)
|
(0.12)
|
(0.43)
|
(0.17)
|
(0.25)
|
||||||||||
Net realized and unrealized gain (loss) on investments
|
14.12
|
2.12
|
(6.48)
|
13.73
|
8.20
|
||||||||||
Total from investment operations
|
13.86
|
2.00
|
(6.91)
|
13.56
|
7.95
|
||||||||||
LESS DISTRIBUTIONS FROM:
|
|||||||||||||||
From net realized gains
|
(2.04)
|
(3.12)
|
(2.34)
|
-
|
(1.33)
|
||||||||||
Total distributions
|
(2.04)
|
(3.12)
|
(2.34)
|
-
|
(1.33)
|
||||||||||
Redemption fee per share
|
0.00(b)
|
0.00(b)
|
0.00(b)
|
0.00(b)
|
0.00(b)
|
||||||||||
Net asset value, end of year
|
$65.58
|
$53.76
|
$54.88
|
$64.13
|
$50.57
|
||||||||||
TOTAL RETURN
|
26.51%
|
4.46%
|
−11.27%
|
26.81%
|
18.54%
|
||||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
|||||||||||||||
Net assets, end of year (in thousands)
|
$4,590,415
|
$4,412,682
|
$4,805,276
|
$6,236,285
|
$6,134,596
|
||||||||||
Ratio of expenses to average net assets
|
1.33%
|
1.31%
|
1.30%
|
1.30%
|
1.31%
|
||||||||||
Ratio of net investment loss to average
net assets
|
(0.45)%
|
(0.23)%
|
(0.72)%
|
(0.32)%
|
(0.55)%
|
||||||||||
Portfolio turnover rate
|
5%
|
2%
|
1%
|
10%
|
4%
|
||||||||||
(a)
|
Net investment income per share has been calculated based on average shares outstanding during the year.
|
(b)
|
Amount represents less than $0.005 per share.
|
7
|
TABLE OF CONTENTS
Year Ended July 31,
|
|||||||||||||||
2024
|
2023
|
2022
|
2021
|
2020
|
|||||||||||
PER SHARE DATA:
|
|||||||||||||||
Net asset value, beginning of year
|
$56.29
|
$57.11
|
$66.42
|
$52.19
|
$45.16
|
||||||||||
INVESTMENT OPERATIONS:
|
|||||||||||||||
Net investment income (loss)(a)
|
(0.06)
|
0.05
|
(0.23)
|
0.02
|
(0.09)
|
||||||||||
Net realized and unrealized gain (loss) on investments
|
14.82
|
2.25
|
(6.74)
|
14.21
|
8.45
|
||||||||||
Total from investment operations
|
14.76
|
2.30
|
(6.97)
|
14.23
|
8.36
|
||||||||||
LESS DISTRIBUTIONS FROM:
|
|||||||||||||||
From net realized gains
|
(2.04)
|
(3.12)
|
(2.34)
|
-
|
(1.33)
|
||||||||||
Total distributions
|
(2.04)
|
(3.12)
|
(2.34)
|
-
|
(1.33)
|
||||||||||
Redemption fee per share
|
0.00(b)
|
0.00(b)
|
0.00(b)
|
0.00(b)
|
0.00(b)
|
||||||||||
Net asset value, end of year
|
$69.01
|
$56.29
|
$57.11
|
$66.42
|
$52.19
|
||||||||||
TOTAL RETURN
|
26.93%
|
4.82%
|
−10.97%
|
27.27%
|
18.96%
|
||||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
|||||||||||||||
Net assets, end of year (in thousands)
|
$1,193,267
|
$1,066,517
|
$1,195,490
|
$1,375,920
|
$1,039,239
|
||||||||||
Ratio of expenses to average net assets
|
0.98%
|
0.96%
|
0.96%
|
0.95%
|
0.95%
|
||||||||||
Ratio of net investment income (loss) to average
net assets
|
(0.11)%
|
0.10%
|
(0.38)%
|
0.03%
|
(0.19)%
|
||||||||||
Portfolio turnover rate
|
5%
|
2%
|
1%
|
10%
|
4%
|
||||||||||
(a)
|
Net investment income per share has been calculated based on average shares outstanding during the year.
|
(b)
|
Amount represents less than $0.005 per share.
|
8
|
TABLE OF CONTENTS
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 either 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. All equity securities, which may include REITs, BDCs, and MLPs, that are not traded on a listed exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used.
|
9
|
TABLE OF CONTENTS
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.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||
Common Stocks
|
$11,371,797,381
|
$ -
|
$ -
|
$11,371,797,381
|
||||||||
Real Estate Investment Trusts
|
1,271,939,200
|
-
|
-
|
1,271,939,200
|
||||||||
Warrants
|
-
|
-
|
0
|
0
|
||||||||
Total Investments in Securities
|
$12,643,736,581
|
$-
|
$0
|
$12,643,736,581
|
||||||||
Warrants
|
|||
Balance as of July 31, 2023
|
$ -
|
||
Acquisitions
|
0
|
||
Dispositions
|
-
|
||
Accrued discounts/premiums
|
-
|
||
Realized gain (loss)
|
-
|
||
Change in unrealized appreciation/depreciation
|
-
|
||
Transfer in and/or out of Level 3
|
-
|
||
Balance as of July 31, 2024
|
$0
|
||
Change in unrealized appreciation/depreciation for Level 3 investments held at
July 31, 2024
|
$-
|
||
10
|
TABLE OF CONTENTS
Type of Security
|
Fair Value at
July 31, 2024
|
Valuation
Techniques
|
Unobservable
Input
|
Input
Value(s)
|
||||||||
Warrants
|
$ 0
|
Intrinsic Value
|
N/A
|
0.00%
|
||||||||
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.
|
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.
|
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 generally are 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 and interest have been provided for in accordance with the Trust's understanding of the applicable country's tax rules and rates.
|
11
|
TABLE OF CONTENTS
E.
|
Distributions to Shareholders.Distributions to shareholders from net investment income and net realized gains on securities for the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.
|
F.
|
Use of Estimates.The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
|
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 for 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 NAV per share. The Fund charges a 1.00% redemption fee on shares held less than 30 days. This fee is deducted from the redemption proceeds otherwise payable to the shareholder. The Fund retains the fee charged as paid-in capital and such fees become part of the Fund's daily NAV calculation.
|
H.
|
Guarantees and Indemnifications.In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
|
I.
|
Illiquid Securities.Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board approved liquidity risk management program (the "program") that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.
|
J.
|
Reclassification of Capital Accounts.U.S. GAAP requires 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 July 31, 2024, the following adjustments were made1:
|
Distributable (Accumulated)
Earnings (Losses)
|
Paid-In Capital
|
||
$(1,960,677,900)
|
$1,960,677,900
|
||
1
|
These differences were primarily due to net operating loss and redemption-in-kind adjustments.
|
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 has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. On August 14-15, 2024, the Board of the Trust approved an amendment to the operating expense limitation agreement between the Trust, on behalf of the Fund and the Adviser, pursuant to which the Adviser has agreed to reduce the Fund's operating expense limit from 1.14% to 1.04%, effective October 1, 2024. Prior to October 1, 2024, the Fund's operating expense limit was 1.14%.
|
12
|
TABLE OF CONTENTS
13
|
TABLE OF CONTENTS
July 31,
|
||||||
2024
|
2023
|
|||||
Distributions paid from:
|
||||||
Long-term capital gain1
|
$444,552,159
|
$764,127,767
|
||||
1
|
Designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b) (3).
|
Cost of investments
|
$3,879,434,437
|
||
Gross tax unrealized appreciation
|
8,777,582,128
|
||
Gross tax unrealized depreciation
|
(13,279,984)
|
||
Net tax unrealized appreciation (depreciation)
|
8,764,302,144
|
||
Undistributed ordinary income
|
-
|
||
Undistributed long-term capital gains
|
511,196,686
|
||
Total distributable earnings
|
511,196,686
|
||
Other distributable (accumulated) earnings (losses)
|
-
|
||
Total distributable (accumulated) earnings (losses)
|
$9,275,498,830
|
||
2
|
The difference between book basis and tax basis unrealized appreciation was attributable to wash sales.
|
14
|
TABLE OF CONTENTS
Maximum available credit
|
$400,000,000
|
||
Largest amount outstanding on an individual day
|
-
|
||
Average daily loan outstanding when in use
|
-
|
||
Credit facility outstanding as of July 31, 2024
|
-
|
||
Average interest rate when in use
|
-
|
||
Redemptions In-Kind
|
|||
Value of Securities (39,250,449 shares)
|
$2,271,213,477
|
||
Cash
|
52,173,404
|
||
Total Amount
|
$2,323,386,881
|
||
Realized Gains
|
$1,994,853,307
|
||
15
|
TABLE OF CONTENTS
16
|
TABLE OF CONTENTS
Akre Focus Fund
|
0.00%
|
||
Akre Focus Fund
|
0.00%
|
||
Akre Focus Fund
|
0.00%
|
||
17
|
(b) Financial Highlights are included within the financial statements filed under Item 7 of this Form.
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a).
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. 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 16. 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 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
(a)(1)Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit.Filed herewith.
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed. Not applicable.
(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(4) 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.
(5) Change in the registrant's independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable to open-end investment companies.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Professionally Managed Portfolios |
By (Signature and Title) | /s/ Jason Hadler | ||
Jason Hadler, President/Principal Executive Officer |
Date | October 4, 2024 |
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 | October 4, 2024 |
By (Signature and Title) | /s/ Craig Benton | ||
Craig Benton, Treasurer/Principal Financial Officer |
Date | October 4, 2024 |
* Print the name and title of each signing officer under his or her signature.