Trustees and Officers
The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five
years and dates of birth are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds activities,
review contractual arrangements with companies that provide services to the Funds, and review the Funds performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 800 Connecticut Avenue, Norwalk,
Connecticut 06854.
There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in
accordance with the Trusts organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold
office at the pleasure of the Trustees.
Independent Trustees
The following Trustees are not interested persons of the Trust within the meaning of the 1940 Act:
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Name, Date of Birth, Number
of Funds Overseen in Fund
Complex*
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Principal Occupation(s) During Past 5
Years and Other Directorships Held
by
Trustee
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Bruce B. Bingham,
12/01/48
Trustee since 2012
Oversees 37 Funds in
Fund Complex
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Partner, Hamilton Partners (real estate development firm) (1987 - Present).
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William E. Chapman, II,
9/23/41
Independent
Chairman
Trustee since 1999
Oversees 37 Funds in
Fund Complex
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President and Owner, Longboat Retirement Planning Solutions (1998 - Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002 -
2009); Trustee of Bowdoin College (2002 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26
portfolios).
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Edward J. Kaier,
9/23/45
Trustee since 1999
Oversees 37 Funds in
Fund Complex
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Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007 - Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977 - 2007); Trustee
of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).
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Steven J. Paggioli,
4/3/50
Trustee since 2004
Oversees 37 Funds in
Fund Complex
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Independent Consultant (2002 - Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986 - 2001); Executive Vice President, Secretary and Director,
Investment Company Administration, LLC (1990 - 2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991 - 2001); Trustee, Professionally Managed Portfolios (43 portfolios); Advisory Board Member, Sustainable Growth
Advisors, LP; Independent Director, Chase Investment Counsel (2008 - Present); Trustee of Aston Funds (26 portfolios).
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Eric Rakowski,
6/5/58
Trustee since 1999
Oversees 37 Funds in
Fund Complex
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Professor, University of California at Berkeley School of Law (1990 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5
portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).
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Thomas R. Schneeweis,
5/10/47
Trustee since 2004
Oversees 37 Funds in
Fund Complex
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Professor of Finance, University of Massachusetts (1977 - Present); Director, CISDM at the University of Massachusetts, (1996-Present); President, Alternative Investment Analytics,
LLC, (formerly Schneeweis Partners, LLC) (2001 - Present); Partner, S Capital Management, LLC (2007 - Present); President, TRS Associates (1982 - Present); Partner, White Bear Partners, LLC (2007 - 2010); Partner, Northampton Capital Management, LLC
(2004 - 2010); Trustee of Aston Funds (26 portfolios).
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*
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The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.
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Interested Trustees
Each Trustee in the following table is an interested person of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the
1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as Chief Legal Officer of the Trust.
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Name, Date of Birth, Number
of Funds Overseen in Fund
Complex*
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Principal Occupation(s) During Past 5
Years and Other Directorships Held
by
Trustee
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Christine C. Carsman,
4/2/52
Trustee since 2011
Oversees 37 Funds in
Fund Complex
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Deputy General Counsel, Affiliated Managers Group, Inc. (2011 - Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004 - Present);
Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004 - 2011); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management
Company, LLP (1995 - 2004).
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Officers
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Name, Date of Birth,
Position(s) Held with Fund
and Length of Time
Served
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Principal Occupation(s) During Past 5
Years
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Keitha L. Kinne,
5/16/58
President since 2012
Chief Operating
Officer since 2007
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Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007-Present); Chief Investment Officer, Managers Investment Group LLC (2008 - Present); President,
Managers Distributors, Inc. (2012 - Present); Chief Operating Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Managing Director, Legg Mason & Co., LLC (2006 - 2007); Managing Director, Citigroup Asset
Management (2004 - 2006).
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Lewis Collins,
2/22/66
Secretary since 2011
Chief Legal Officer
since 2011
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Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010 - Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006 - 2010); Senior
Counsel, Affiliated Managers Group, Inc. (2002 - 2006); Attorney, Ropes & Gray LLP (1998 - 2002).
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Donald S. Rumery,
5/29/58
Chief Financial Officer since 2007
Treasurer since
1999
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Senior Vice President, Managers Investment Group LLC (2005 - Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000 - 2012); Treasurer, The Managers
Funds (1995 - Present); Treasurer, Managers Trust I and Managers Trust II (2000 - Present); Chief Financial Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Vice President, The Managers Funds LLC, (1994 -
2004).
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John J. Ferencz,
3/09/62
Chief Compliance Officer since 2010
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Vice President, Legal and Compliance, Managers Investment Group LLC (2010 - Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005
- 2010).
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Michael S. Ponder,
9/12/73
Assistant Secretary since 2011
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Senior Vice President and Counsel, Managers Investment Group LLC (2011 - Present); Attorney, DeNovo Legal (2009 - 2010); Vice President, Credit Suisse (2007 - 2009); Associate,
Willkie Farr & Gallagher LLP (2006 - 2007).
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Matthew B. Wallace,
11/24/80
Anti-Money Laundering Compliance Officer since 2012
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Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012 - Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010 - 2012); Compliance
Specialist, Calamos Advisors LLC (2007 - 2010).
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46
THIS PAGE INTENTIONALLY LEFT BLANK
Investment Manager and Administrator
Managers Investment Group LLC
800 Connecticut
Avenue
Norwalk, CT 06854
(800)
835-3879
Distributor
Managers Distributors, Inc.
800 Connecticut
Avenue
Norwalk, CT 06854
(800)
835-3879
Subadvisor
Gannett
Welsh & Kotler, LLC
222 Berkeley St.
Boston, MA 02116
Custodian
The Bank of New York Mellon
2 Hanson Place
Brooklyn, NY 11217
Legal Counsel
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston,
MA 02199-3600
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
Attn:
Managers
P.O. Box 9769
Providence,
RI 02940
(800) 548-4539
For
ManagersChoiceTM Only
Managers
c/o BNY Mellon Investment Servicing (US) Inc.
P.O. Box 9847
Providence, RI 02940-8047
(800) 358-7668
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M
ANAGERS
AND
M
ANAGERS
AMG F
UNDS
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E
QUITY
F
UNDS
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B
ALANCED
F
UNDS
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C
ADENCE
C
APITAL
A
PPRECIATION
C
ADENCE
M
ID
-C
AP
C
ADENCE
E
MERGING
C
OMPANIES
Cadence Capital Management, LLC
E
SSEX
S
MALL
/M
ICRO
C
AP
G
ROWTH
Essex Investment Management Co., LLC
FQ T
AX
-M
ANAGED
U.S. E
QUITY
FQ U.S. E
QUITY
First Quadrant, L.P.
F
RONTIER
S
MALL
C
AP
G
ROWTH
Frontier Capital Management Company, LLC
GW&K S
MALL
C
AP
E
QUITY
Gannett Welsh & Kotler, LLC
M
ICRO
-C
AP
Lord, Abbett & Co. LLC
WEDGE Capital
Management L.L.P.
Next Century Growth Investors LLC
RBC Global Asset Management (U.S.) Inc.
R
EAL
E
STATE
S
ECURITIES
Urdang Securities
Management, Inc.
R
ENAISSANCE
L
ARGE
C
AP
G
ROWTH
Renaissance Group LLC
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S
KYLINE
S
PECIAL
E
QUITIES
P
ORTFOLIO
Skyline Asset Management, L.P.
S
PECIAL
E
QUITY
Ranger Investment Management, L.P.
Lord, Abbett & Co. LLC
Smith Asset Management Group, L.P.
Federated
MDTA LLC
S
YSTEMATIC
V
ALUE
S
YSTEMATIC
M
ID
C
AP
V
ALUE
Systematic Financial Management, L.P.
T
IMES
S
QUARE
I
NTERNATIONAL
S
MALL
C
AP
F
UND
T
IMES
S
QUARE
M
ID
C
AP
G
ROWTH
T
IMES
S
QUARE
S
MALL
C
AP
G
ROWTH
TSCM G
ROWTH
E
QUITY
TimesSquare Capital Management,
LLC
T
RILOGY
G
LOBAL
E
QUITY
T
RILOGY
E
MERGING
M
ARKETS
E
QUITY
T
RILOGY
I
NTERNATIONAL
S
MALL
C
AP
Trilogy Global Advisors, L.P.
Y
ACKTMAN
F
UND
Y
ACKTMAN
F
OCUSED
F
UND
Yacktman Asset Management L.P.
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C
HICAGO
E
QUITY
P
ARTNERS
B
ALANCED
Chicago Equity Partners, LLC
A
LTERNATIVE
F
UNDS
FQ G
LOBAL
A
LTERNATIVES
FQ G
LOBAL
E
SSENTIALS
First Quadrant, L.P.
I
NCOME
F
UNDS
B
OND
(M
ANAGERS
)
F
IXED
I
NCOME
G
LOBAL
I
NCOME
O
PPORTUNITY
Loomis, Sayles & Co., L.P.
B
OND
(M
ANAGERS
PIMCO)
Pacific Investment Management Co. LLC
C
ALIFORNIA
I
NTERMEDIATE
T
AX
-F
REE
Miller Tabak Asset Management LLC
GW&K F
IXED
I
NCOME
F
UND
GW&K M
UNICIPAL
B
OND
GW&K M
UNICIPAL
E
NHANCED
Y
IELD
Gannett Welsh & Kotler, LLC
H
IGH
Y
IELD
J.P. Morgan Investment Management LLC
I
NTERMEDIATE
D
URATION
G
OVERNMENT
S
HORT
D
URATION
G
OVERNMENT
Smith Breeden
Associates, Inc.
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This report is prepared for the Funds shareholders. It is authorized for distribution to prospective investors only when
preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by
Managers Distributors, Inc., member FINRA.
A
description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commissions (SEC) Web site at www. sec.gov.
For information regarding each Funds proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form
N-Q. The Funds Forms N-Q are available on the SECs website at www.sec.gov. A Funds Forms N-Q may be reviewed and copied at the SECs Public Reference Room in Washington, DC. Information on the operation of the Public Reference
Room may be obtained by calling 800.SEC.0330. To review a complete list of the Funds portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit www.managersinvest.com.
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www.managersinvest.com
Renaissance Large Cap Growth Fund
Annual Report December 31, 2012
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TABLE OF CONTENTS
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Page
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LETTER TO SHAREHOLDERS
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1
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ABOUT YOUR FUNDS EXPENSES
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2
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PORTFOLIO MANAGERS COMMENTS, FUND SNAPSHOTS, AND SCHEDULE OF PORTFOLIO
INVESTMENTS
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3
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NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS
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7
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FINANCIAL STATEMENTS
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Statement of Assets and Liabilities
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8
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Balance sheet, net asset value (NAV) per share computations and cumulative undistributed amounts
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Statement of Operations
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9
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Detail of sources of income, expenses, and realized and unrealized gains (losses) during the year
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Statements of Changes in Net Assets
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10
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Detail of changes in assets for the past two years
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FINANCIAL HIGHLIGHTS
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11
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Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net
assets
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NOTES TO FINANCIAL STATEMENTS
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13
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Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and
descriptions of certain investment risks
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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18
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TRUSTEES AND OFFICERS
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19
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Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of
the Managers Family of Funds. Such offering is made only by Prospectus, which includes details as to offering price and other material information.
Letter to Shareholders
Dear Shareholder:
Thank you for your investment in The Managers Funds. Our foremost goal
at Managers Investment Group (MIG) is to provide investment products and solutions that help our shareholders and clients successfully reach their investment goals and objectives. We do this by offering a broad selection of funds managed by a
collection of Affiliated Managers Groups (AMG) Affiliate investment boutiques, along with a complementary series of open-architecture mutual funds.
The past year has been an exciting one for us at MIG. In connection with AMGs investment in Yacktman Asset Management (Yacktman), MIG partnered with Yacktman in reorganizing the Yacktman
Focused Fund and the Yacktman Fund into The Managers Funds. The addition of the Yacktman Funds to our platform brought our total assets under management to over $25 billion at the end of 2012.
Additionally, in an effort to better meet our shareholders needs as well as bring consistency across our funds, we restructured our share class
offerings across many of our Funds, which included discontinuing certain share classes with sales charges (commonly called sales loads). As a result, many of our Funds now offer three No Load share classes Investor, Service, and Institutional
Share Classes. We believe this simplified structure makes it easier for our clients as well as Financial Advisors to select the appropriate share class to match their needs.
During 2012, we also executed on other changes to certain Funds, which included reducing expense ratios on several Funds to ensure that our offerings remain competitive and affordable for our clients.
As we enter into 2013, both known and unknown risks remain to the global economy and its growth prospects. Nevertheless, we remain optimistic
that the collective fiscal and monetary efforts undertaken over the past several years will continue to have a positive impact on the global economy. In the meantime, we remain confident that our Funds are well positioned to weather an uncertain
economic environment.
We thank you for your continued confidence and investment in The Managers Funds. You can rest assured that under all
market conditions our team is focused on delivering excellent investment management services for your benefit.
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Respectfully,
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Keitha Kinne
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President
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The Managers Funds
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1
About Your Funds Expenses
As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs,
which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) 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 $1,000 invested at the beginning of the period and held for the entire
period as indicated below.
Actual Expenses
The first line of the following table provides information about the actual account values and actual expenses. 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 Period to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison
Purposes
The second line of the following table provides information about hypothetical account values and
hypothetical expenses based on the Funds actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Funds actual return. The hypothetical account values and expenses may not be used to estimate the
actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that
appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange 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.
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For the six months ended December 31, 2012
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Expense
Ratio
for the
Period
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Beginning
Account
Value
07/01/12
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Ending
Account
Value
12/31/2012
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Expenses
Paid
During
the
Period*
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Renaissance Large Cap Growth Fund
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Investor Class Shares
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Based on Actual Fund Return
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1.16
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%
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$
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1,000
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$
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1,075
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$
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6.05
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Hypothetical (5% return before expenses)
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1.16
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%
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$
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1,000
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$
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1,019
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$
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5.89
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Service Class Shares
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Based on Actual Fund Return
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0.81
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%
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$
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1,000
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$
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1,077
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$
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4.23
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Hypothetical (5% return before expenses)
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0.81
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%
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$
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1,000
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$
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1,021
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$
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4.12
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Institutional Class Shares
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Based on Actual Fund Return
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0.66
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%
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$
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1,000
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$
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1,078
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$
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3.45
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Hypothetical (5% return before expenses)
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0.66
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%
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$
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1,000
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$
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1,022
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$
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3.35
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*
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Expenses are equal to the Funds annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most
recent fiscal half-year (184), then divided by 366.
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2
Renaissance Large Cap Growth Fund
Portfolio Managers Comments
THE YEAR IN REVIEW
The Renaissance Large Cap Growth Fund (Institutional Class) returned 17.62% for the year ending December 31,
2012, while its primary benchmark, the Russell 1000
®
Growth Index, rose 15.26%.
For the year, the Renaissance Large Cap Growth Fund outperformed its benchmark. Portfolio positioning and security selection contributed
to the Portfolios outperformance. The portfolio is positioned to benefit from a continuation of the economic recovery and has a tilt towards companies that will benefit from such continuation. For example, the Fund has overweights to the
consumer discretionary and information technology sectors but is underweight to consumer staples. All three of those exposures contributed to the outperformance of the Fund during the last year. This positioning is driven by Renaissances
investment strategy, not any top-down macro bet. Fundamentals continue to improve and the more defensive sectors seem overvalued relative to more cyclical sectors.
The Fiscal Cliff negotiations at the end of the year were both dramatic and ultimately disappointing, and in the end, failed to significantly address the long-term growth of Federal debt. The debate now
shifts to the next increase in the Federal debt ceiling, due by the end of February. It appears that the political disarray in Washington will continue to dominate headlines for some time.
This is unfortunate, since many fundamental measures of economic health have been improving over the past year. Corporate profits are at
an all-time high and home prices appear to have posted their first yearly gain since 2006. Finally, sovereign debt fears in several European countries have receded, which reduces a source of market volatility that has frequently bled into the U.S.
equity market.
A resolution of the Fiscal Cliff will likely be well received by the market, given the improving fundamental
backdrop described above. We continue to believe that stocks are attractively priced, especially compared to cash equivalent and fixed-income alternatives.
Political events dominated the attention of the markets in the latter portion of 2012, as President Obama won re-election in the U.S. and leadership transitioned peacefully in both China and Japan. In the
U.S. this probably means a continuation of the Federal Reserves low interest rate policy is likely. Fed Chairman Bernanke stated in December that as long as the unemployment rate was above 6.5%, the Fed would continue to curb the level of
interest rates. As the unemployment rate is currently 7.8% and is falling very slowly, this implies that low interest rates will continue through 2013 and probably for some time thereafter.
Low interest rates have contributed to the rebound in housing and have allowed financial institutions and other corporations to
refinance debt at
historically attractive rates. A sustained low interest rate environment will further support these trends, as well as provide impetus for investors to seek higher yielding investments in both
the equity and fixed income markets. While reaching for yield can be a dangerous strategy, we believe that stocks in particular will benefit from low interest rates for the next several years.
While overall GDP growth has been subpar over the past several years, the rebound in corporate profits has continued to be impressive.
Since the economic bottom in March 2009, through the latest data available on September 2012, corporate profits have risen 73%. Over a longer-term period beginning at the end of 1999, corporate profits have risen 221%, while the S&P 500 has
gained only 3%. Cost reductions, productivity gains and strong gains in exports have all played a role in the explosion of corporate profits. As a result, the P/E multiple of the S&P 500 in trailing earnings ended the year at roughly 14X, still
below its longer-term average. Importantly, the market multiple is well below historical levels when considering the level of inflation. We believe that investors are still not recognizing the strong profitability picture of U.S. companies, their
robust growth opportunities internationally or their solid balance sheets.
We share the frustration of many of our clients
in the seeming inability of our representatives in Washington to resolve partisan differences and address critical budget issues. We remain optimistic that ultimately a resolution will be found, but expect that the process will be long in coming and
ugly to watch. Even so, the fundamental backdrop of the economy and the stock market suggest that good investment opportunities exist for investors willing to take a longer-term view.
This commentary reflects the viewpoints of Renaissance Group, LLC, as of December 31, 2012 and is not intended as a forecast or
guarantee of future results.
CUMULATIVE TOTAL RETURN PERFORMANCE
Renaissance Large Cap Growth Funds cumulative total return is based on the daily change in net asset value
(NAV), and assumes that all dividends and distributions were reinvested. The chart compares a hypothetical $10,000 investment made in Renaissance Large Cap Growth Fund on June 3, 2009 to a $10,000 investment made in the Russell 1000
®
Growth Index for the same time period. The graph and table do not reflect the deduction of taxes that a shareholder
would pay on a Fund distribution or redemption of shares. The listed returns for the Fund are net of expenses and the returns for the index exclude expenses. Past performance is not indicative of future results. Total returns would have been lower
had certain expenses not been reduced.
3
Renaissance Large Cap Growth Fund
Portfolio Managers Comments
(continued)
CUMULATIVE TOTAL RETURN PERFORMANCE
(continued)
The table below shows the average annual total returns for the Renaissance Large
Cap Growth Fund and the Russell 1000
®
Growth Index for the same time periods ended December 31, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total
Returns
1
|
|
|
|
One Year
|
|
|
Since Inception
|
|
|
Inception Date
|
|
Renaissance Large Cap Growth Fund
2,3
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor Class
|
|
|
17.10
|
%
|
|
|
12.12
|
%
|
|
|
06/03/09
|
|
Service Class
|
|
|
17.42
|
%
|
|
|
12.41
|
%
|
|
|
06/03/09
|
|
Institutional Class
|
|
|
17.62
|
%
|
|
|
12.63
|
%
|
|
|
06/03/09
|
|
Russell
1000
®
Growth Index
4
|
|
|
15.26
|
%
|
|
|
15.64
|
%
|
|
|
06/03/09
|
|
The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may
be lower or higher than the performance data quoted. The investment return and principal value of an investment in the Fund will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. For
performance information through the most recent month end, please call (800) 835-3879 or visit our Web site at www.managersinvest.com.
Investors should carefully consider
the Funds investment objectives, risks, charges and expenses before investing. For this and other information, please call (800) 835-3879 or visit www.managersinvest.com for a free prospectus. Read it carefully before investing or sending
money. Funds are distributed by Managers Distributors, Inc., a member of FINRA.
|
Date reflects inception date of the Fund, not the index.
|
1
|
Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of
fees and may reflect offsets of Fund expenses as described in the Prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are
the average annual return. The listed returns on the Fund are net of expenses and based on the published NAV as of December 31, 2012. All returns are in U.S. dollars ($).
|
2
|
From time to time, the Funds advisor has waived its fees and/or absorbed Fund expenses, which has resulted in higher returns.
|
3
|
Fund invests in large-capitalization companies that may underperform other stock funds (such as funds that focus on small- and medium capitalization
companies) when stocks of large capitalization companies are out of favor. The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current
profits. Growth stocks may underperform value stocks during given periods.
|
4
|
The Russell
1000
®
Growth Index is a market capitalization weighted index that measures the performance of those Russell 1000
®
companies with higher price-to-book ratio and higher forecasted growth values. Unlike the Fund, the Russell 1000
®
Growth Index is unmanaged, is not available for investment, and does not incur expenses.
|
The Russell 1000
®
Index is a registered trademark of Russell Investments. Russell
®
is a trademark of Russell Investments.
Not FDIC insured,
nor bank guaranteed. May lose value.
4
Renaissance Large Cap Growth Fund
Fund Snapshots
December 31, 2012
Portfolio Breakdown
(unaudited)
|
|
|
|
|
|
|
|
|
Industry
|
|
Renaissance
Large Cap
Growth Fund**
|
|
|
Russell
1000
®
Growth Index
|
|
Information Technology
|
|
|
31.9
|
%
|
|
|
30.9
|
%
|
Consumer Discretionary
|
|
|
26.6
|
%
|
|
|
16.8
|
%
|
Health Care
|
|
|
19.5
|
%
|
|
|
12.0
|
%
|
Industrials
|
|
|
9.0
|
%
|
|
|
12.7
|
%
|
Financials
|
|
|
5.3
|
%
|
|
|
4.6
|
%
|
Materials
|
|
|
3.5
|
%
|
|
|
4.0
|
%
|
Consumer Staples
|
|
|
1.8
|
%
|
|
|
12.5
|
%
|
Energy
|
|
|
0.0
|
%
|
|
|
4.0
|
%
|
Utilities
|
|
|
0.0
|
%
|
|
|
0.2
|
%
|
Telecommunication Services
|
|
|
0.0
|
%
|
|
|
2.3
|
%
|
Other Assets and Liabilities
|
|
|
2.4
|
%
|
|
|
0.0
|
%
|
**
|
As a percentage of net assets
|
Top Ten
Holdings
(unaudited)
|
|
|
|
|
Security Name
|
|
% of
Net Assets
|
|
Apple, Inc.*
|
|
|
1.9
|
%
|
Macys, Inc.
|
|
|
1.9
|
|
Bed Bath & Beyond, Inc.
|
|
|
1.9
|
|
Ross Stores, Inc.
|
|
|
1.9
|
|
Accenture PLC, Class A
|
|
|
1.9
|
|
Teradata Corp.
|
|
|
1.9
|
|
CR Bard, Inc.*
|
|
|
1.9
|
|
Symantec Corp.
|
|
|
1.8
|
|
Stryker Corp.
|
|
|
1.8
|
|
Expedia, Inc.
|
|
|
1.8
|
|
|
|
|
|
|
Top Ten as a Group
|
|
|
18.7
|
%
|
|
|
|
|
|
*
|
Top Ten Holding at June 30, 2012
|
Any sectors, industries, or
securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have
been sold from the Funds portfolio of investments by the time you receive this report.
5
Renaissance Large Cap Growth Fund
Schedule of Portfolio Investments
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
Common Stocks - 97.6%
|
|
|
|
|
|
|
|
|
Consumer Discretionary - 26.6%
|
|
|
|
|
|
|
|
|
AutoZone, Inc.*
|
|
|
1,155
|
|
|
$
|
409,367
|
|
Bed Bath & Beyond, Inc.*
|
|
|
8,442
|
|
|
|
471,992
|
|
CBS Corp., Class B
|
|
|
11,916
|
|
|
|
453,404
|
|
Coach, Inc.
|
|
|
7,014
|
|
|
|
389,347
|
|
Discovery Communications, Inc., Class A*
|
|
|
7,092
|
|
|
|
450,200
|
|
Expedia, Inc.
|
|
|
7,504
|
|
|
|
461,121
|
|
Foot Locker, Inc.
|
|
|
13,113
|
|
|
|
421,190
|
|
Home Depot, Inc., The
|
|
|
7,190
|
|
|
|
444,702
|
|
Macys, Inc.
|
|
|
12,194
|
|
|
|
475,810
|
|
OReilly Automotive, Inc.*
|
|
|
4,964
|
|
|
|
443,881
|
|
PetSmart, Inc.
|
|
|
6,519
|
|
|
|
445,508
|
|
Ross Stores, Inc.
|
|
|
8,682
|
|
|
|
470,130
|
|
Scripps Networks Interactive, Inc., Class A
|
|
|
7,776
|
|
|
|
450,386
|
|
Time Warner Cable, Inc.
|
|
|
4,635
|
|
|
|
450,476
|
|
TJX Cos., Inc.
|
|
|
9,984
|
|
|
|
423,821
|
|
Total Consumer Discretionary
|
|
|
|
|
|
|
6,661,335
|
|
Consumer Staples - 1.8%
|
|
|
|
|
|
|
|
|
CVS Caremark Corp.
|
|
|
9,150
|
|
|
|
442,403
|
|
Financials - 5.3%
|
|
|
|
|
|
|
|
|
American Express Co.
|
|
|
7,600
|
|
|
|
436,848
|
|
BlackRock, Inc.
|
|
|
2,152
|
|
|
|
444,840
|
|
Franklin Resources, Inc.
|
|
|
3,517
|
|
|
|
442,087
|
|
Total Financials
|
|
|
|
|
|
|
1,323,775
|
|
Health Care - 19.5%
|
|
|
|
|
|
|
|
|
Agilent Technologies, Inc.
|
|
|
10,926
|
|
|
|
447,310
|
|
AmerisourceBergen Corp.
|
|
|
10,312
|
|
|
|
445,272
|
|
Celgene Corp.*
|
|
|
5,657
|
|
|
|
445,319
|
|
Cooper Cos., Inc., The
|
|
|
4,765
|
|
|
|
440,667
|
|
CR Bard, Inc.
|
|
|
4,765
|
|
|
|
465,731
|
|
Gilead Sciences, Inc.*
|
|
|
6,237
|
|
|
|
458,108
|
|
McKesson Corp.
|
|
|
4,486
|
|
|
|
434,963
|
|
Medtronic, Inc.
|
|
|
10,788
|
|
|
|
442,524
|
|
Mylan, Inc.*
|
|
|
16,257
|
|
|
|
446,742
|
|
Stryker Corp.
|
|
|
8,427
|
|
|
|
461,968
|
|
UnitedHealth Group, Inc.
|
|
|
7,250
|
|
|
|
393,240
|
|
Total Health Care
|
|
|
|
|
|
|
4,881,844
|
|
Industrials - 9.0%
|
|
|
|
|
|
|
|
|
Boeing Co., The
|
|
|
6,045
|
|
|
|
455,551
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
Danaher Corp.
|
|
|
7,954
|
|
|
$
|
444,629
|
|
Equifax, Inc.
|
|
|
8,312
|
|
|
|
449,845
|
|
Roper Industries, Inc.
|
|
|
4,042
|
|
|
|
450,602
|
|
Union Pacific Corp.
|
|
|
3,561
|
|
|
|
447,689
|
|
Total Industrials
|
|
|
|
|
|
|
2,248,316
|
|
Information Technology - 31.9%
|
|
|
|
|
|
|
|
|
Accenture PLC, Class A
|
|
|
7,045
|
|
|
|
468,493
|
|
Apple, Inc.
|
|
|
905
|
|
|
|
482,392
|
|
Broadcom Corp., Class A*
|
|
|
13,815
|
|
|
|
458,796
|
|
Cisco Systems, Inc.
|
|
|
22,532
|
|
|
|
442,754
|
|
EMC Corp.*
|
|
|
17,240
|
|
|
|
436,172
|
|
Google, Inc., Class A*
|
|
|
628
|
|
|
|
445,484
|
|
Intel Corp.
|
|
|
20,908
|
|
|
|
431,332
|
|
International Business Machines Corp.
|
|
|
2,210
|
|
|
|
423,325
|
|
Intuit, Inc.
|
|
|
7,107
|
|
|
|
422,867
|
|
KLA-Tencor Corp.
|
|
|
8,997
|
|
|
|
429,697
|
|
Microsoft Corp.
|
|
|
14,703
|
|
|
|
393,011
|
|
NetApp, Inc.*
|
|
|
13,249
|
|
|
|
444,504
|
|
Oracle Corp.
|
|
|
13,265
|
|
|
|
441,990
|
|
QUALCOMM, Inc.
|
|
|
7,219
|
|
|
|
447,722
|
|
Symantec Corp.*
|
|
|
24,694
|
|
|
|
464,494
|
|
Synopsys, Inc.*
|
|
|
13,992
|
|
|
|
445,505
|
|
Teradata Corp.*
|
|
|
7,561
|
|
|
|
467,950
|
|
Western Digital Corp.
|
|
|
10,578
|
|
|
|
449,459
|
|
Total Information Technology
|
|
|
|
|
|
|
7,995,947
|
|
Materials - 3.5%
|
|
|
|
|
|
|
|
|
Monsanto Co.
|
|
|
4,703
|
|
|
|
445,139
|
|
PPG Industries, Inc.
|
|
|
3,307
|
|
|
|
447,602
|
|
Total Materials
|
|
|
|
|
|
|
892,741
|
|
Total Common Stocks
(cost $21,362,273)
|
|
|
|
|
|
|
24,446,361
|
|
Other Investment Companies - 0.2%
1
|
|
|
|
|
|
|
|
|
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%
(cost $42,200)
|
|
|
42,200
|
|
|
|
42,200
|
|
Total Investments - 97.8%
(cost $21,404,473)
|
|
|
|
|
|
|
24,488,561
|
|
Other Assets, less Liabilities - 2.2%
|
|
|
|
|
|
|
562,276
|
|
Net Assets - 100.0%
|
|
|
|
|
|
$
|
25,050,837
|
|
The accompanying notes are an integral part of these financial statements.
6
Notes to Schedule of Portfolio Investments
The following footnotes and
abbreviations should be read in conjunction with the Schedule of Portfolio Investments previously presented in this report.
Based on the approximate cost of investments of $21,509,998 for Federal income tax purposes at December 31, 2012, the aggregate gross
unrealized appreciation and depreciation were $3,127,377 and $148,814, respectively, resulting in net unrealized appreciation of investments of $2,978,563.
*
|
Non-income producing security.
|
1
|
Yield shown for each investment company represents the December 31, 2012, seven-day average yield, which refers to the sum of the previous seven
days dividends paid, expressed as an annual percentage.
|
As of December 31, 2012, all securities
in the Fund were all Level 1 inputs. For a detailed break-out of the common stocks by major industry classification, please refer to the Schedule of Portfolio Investments previously presented in this report. (See Note 1(a) in the Notes to Financial
Statements.)
As of December 31, 2012, the Fund had no transfers between levels from the beginning of the reporting
period.
The accompanying notes are an integral part of these financial statements.
7
Statement of Assets and Liabilities
December 31, 2012
|
|
|
|
|
Assets:
|
|
|
|
|
Investments at value*
|
|
$
|
24,488,561
|
|
Receivable for investments sold
|
|
|
1,199,968
|
|
Receivable for Fund shares sold
|
|
|
173,873
|
|
Dividends and other receivables
|
|
|
11,101
|
|
Receivable from affiliate
|
|
|
7,804
|
|
Prepaid expenses
|
|
|
11,958
|
|
Total assets
|
|
|
25,893,265
|
|
Liabilities:
|
|
|
|
|
Payable for interfund lending
|
|
|
768,404
|
|
Payable for Fund shares repurchased
|
|
|
31,192
|
|
Accrued expenses:
|
|
|
|
|
Investment advisory and management fees
|
|
|
11,978
|
|
Administrative fees
|
|
|
5,445
|
|
Trustee fees and expenses
|
|
|
142
|
|
Shareholder servicing fees - Investor Class
|
|
|
121
|
|
Distribution fees - Investor Class
|
|
|
121
|
|
Other
|
|
|
25,025
|
|
Total liabilities
|
|
|
842,428
|
|
|
|
Net Assets
|
|
$
|
25,050,837
|
|
Net Assets Represent:
|
|
|
|
|
Paid-in capital
|
|
$
|
21,685,706
|
|
Undistributed net investment income
|
|
|
|
|
Accumulated net realized gain from investments
|
|
|
281,043
|
|
Net unrealized appreciation of investments
|
|
|
3,084,088
|
|
Net Assets
|
|
$
|
25,050,837
|
|
Investor Class Shares:
|
|
|
|
|
Net Assets
|
|
$
|
562,430
|
|
Shares outstanding
|
|
|
48,366
|
|
Net asset value, offering and redemption price per share
|
|
$
|
11.63
|
|
Service Class Shares:
|
|
|
|
|
Net Assets
|
|
$
|
8,814,211
|
|
Shares outstanding
|
|
|
754,515
|
|
Net asset value, offering and redemption price per share
|
|
$
|
11.68
|
|
Institutional Class Shares:
|
|
|
|
|
Net Assets
|
|
$
|
15,674,196
|
|
Shares outstanding
|
|
|
1,353,474
|
|
Net asset value, offering and redemption price per share
|
|
$
|
11.58
|
|
* Investments at cost
|
|
$
|
21,404,473
|
|
The accompanying notes are an integral part of these financial statements.
8
Statement of Operations
For the year ended December 31, 2012
|
|
|
|
|
Investment Income:
|
|
|
|
|
Dividend income
|
|
$
|
320,220
|
|
Expenses:
|
|
|
|
|
Investment advisory and management fees
|
|
|
138,203
|
|
Administrative fees
|
|
|
62,819
|
|
Distribution fees - Investor Class
|
|
|
1,527
|
|
Shareholder servicing fees - Service Class
|
|
|
15,795
|
|
Shareholder servicing fees - Investor Class
|
|
|
1,527
|
|
Professional fees
|
|
|
30,956
|
|
Reports to shareholders
|
|
|
16,836
|
|
Registration fees
|
|
|
16,823
|
|
Transfer agent
|
|
|
9,357
|
|
Custodian
|
|
|
8,979
|
|
Trustees fees and expenses
|
|
|
1,183
|
|
Extraordinary expense
|
|
|
1,036
|
|
Miscellaneous
|
|
|
2,595
|
|
Total expenses before offsets
|
|
|
307,636
|
|
Expense reimbursements
|
|
|
(121,749
|
)
|
Expense reductions
|
|
|
(4,356
|
)
|
Net expenses
|
|
|
181,531
|
|
|
|
Net investment income
|
|
|
138,689
|
|
Net Realized and Unrealized Gain (Loss):
|
|
|
|
|
Net realized gain on investments
|
|
|
2,718,226
|
|
Net change in unrealized appreciation (depreciation) of investments
|
|
|
1,191,108
|
|
Net realized and unrealized gain
|
|
|
3,909,334
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
4,048,023
|
|
The accompanying notes are an integral part of these financial statements.
9
Statements of Changes in Net Assets
For the year ended December 31,
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
Increase (Decrease) in Net Assets From Operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
138,689
|
|
|
$
|
94,594
|
|
Net realized gain on investments
|
|
|
2,718,226
|
|
|
|
2,233,587
|
|
Net change in unrealized appreciation (depreciation) of investments
|
|
|
1,191,108
|
|
|
|
(3,069,995
|
)
|
Net increase (decrease) in net assets resulting from operations
|
|
|
4,048,023
|
|
|
|
(741,814
|
)
|
Distributions to Shareholders:
|
|
|
|
|
|
|
|
|
From net investment income:
|
|
|
|
|
|
|
|
|
Investor Class shares
|
|
|
(410
|
)
|
|
|
|
|
Service Class shares
|
|
|
(37,484
|
)
|
|
|
(90,556
|
)
|
Institutional Class shares
|
|
|
(101,631
|
)
|
|
|
(9,444
|
)
|
From net realized gain on investments:
|
|
|
|
|
|
|
|
|
Investor Class shares
|
|
|
(43,919
|
)
|
|
|
(106,221
|
)
|
Service Class shares
|
|
|
(675,277
|
)
|
|
|
(1,895,552
|
)
|
Institutional Class shares
|
|
|
(1,288,574
|
)
|
|
|
(1,236,287
|
)
|
Total distributions to shareholders
|
|
|
(2,147,295
|
)
|
|
|
(3,338,060
|
)
|
Capital Share Transactions:
1
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares
|
|
|
14,121,119
|
|
|
|
15,395,502
|
|
Reinvestment of dividends and distributions
|
|
|
1,059,012
|
|
|
|
2,342,942
|
|
Cost of shares repurchased
|
|
|
(16,797,269
|
)
|
|
|
(17,723,472
|
)
|
Net increase (decrease) from capital share transactions
|
|
|
(1,617,138
|
)
|
|
|
14,972
|
|
|
|
|
Total increase (decrease) in net assets
|
|
|
283,590
|
|
|
|
(4,064,902
|
)
|
Net Assets:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
24,767,247
|
|
|
|
28,832,149
|
|
End of year
|
|
$
|
25,050,837
|
|
|
$
|
24,767,247
|
|
End of year undistributed net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
See note 1(f) of the Notes to Financial Statements.
|
The accompanying notes are an integral part of these financial statements.
10
Renaissance Large Cap Growth Fund
Financial Highlights
For a share outstanding throughout each period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
|
For the
period ended
|
|
Investor Class
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
December 31, 2009*
|
|
Net Asset Value, Beginning of Period
|
|
$
|
10.77
|
|
|
$
|
12.90
|
|
|
$
|
11.47
|
|
|
$
|
10.00
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.01
|
3
|
|
|
0.00
|
#,
3
|
|
|
0.03
|
3
|
|
|
0.01
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
1.83
|
3
|
|
|
(0.55
|
)
3
|
|
|
1.75
|
3
|
|
|
1.64
|
|
Total from investment operations
|
|
|
1.84
|
|
|
|
(0.55
|
)
|
|
|
1.78
|
|
|
|
1.65
|
|
Less Distributions to Shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
(0.04
|
)
|
|
|
(0.03
|
)
|
Net realized gain on investments
|
|
|
(0.97
|
)
|
|
|
(1.58
|
)
|
|
|
(0.31
|
)
|
|
|
(0.15
|
)
|
Total distributions to shareholders
|
|
|
(0.98
|
)
|
|
|
(1.58
|
)
|
|
|
(0.35
|
)
|
|
|
(0.18
|
)
|
Net Asset Value, End of Period
|
|
$
|
11.63
|
|
|
$
|
10.77
|
|
|
$
|
12.90
|
|
|
$
|
11.47
|
|
Total Return
1
|
|
|
17.10
|
%
|
|
|
(4.42
|
)%
|
|
|
15.53
|
%
|
|
|
16.46
|
%
5
|
Ratio of net expenses to average net assets
|
|
|
1.15
|
%
4
|
|
|
1.12
|
%
|
|
|
1.01
|
%
|
|
|
0.91
|
%
6
|
Ratio of net investment income to average net assets
1
|
|
|
0.10
|
%
4
|
|
|
0.03
|
%
|
|
|
0.24
|
%
|
|
|
0.43
|
%
6
|
Portfolio turnover
|
|
|
86
|
%
|
|
|
107
|
%
|
|
|
72
|
%
|
|
|
6
|
%
5
|
Net assets at end of period (000s omitted)
|
|
$
|
562
|
|
|
$
|
769
|
|
|
$
|
1,269
|
|
|
$
|
290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios absent expense offsets:
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to average net assets
|
|
|
1.65
|
%
|
|
|
1.68
|
%
|
|
|
1.57
|
%
|
|
|
2.06
|
%
6
|
Ratio of net investment loss to average net assets
|
|
|
(0.40
|
)%
|
|
|
(0.53
|
)%
|
|
|
(0.32
|
)%
|
|
|
(0.72
|
)%
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
|
For the
period ended
|
|
Service Class
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
December 31, 2009*
|
|
Net Asset Value, Beginning of Period
|
|
$
|
10.83
|
|
|
$
|
12.94
|
|
|
$
|
11.49
|
|
|
$
|
10.00
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.05
|
3
|
|
|
0.04
|
3
|
|
|
0.05
|
3
|
|
|
0.03
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
1.82
|
3
|
|
|
(0.56
|
)
3
|
|
|
1.76
|
3
|
|
|
1.63
|
|
Total from investment operations
|
|
|
1.87
|
|
|
|
(0.52
|
)
|
|
|
1.81
|
|
|
|
1.66
|
|
Less Distributions to Shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.05
|
)
|
|
|
(0.01
|
)
|
|
|
(0.05
|
)
|
|
|
(0.02
|
)
|
Net realized gain on investments
|
|
|
(0.97
|
)
|
|
|
(1.58
|
)
|
|
|
(0.31
|
)
|
|
|
(0.15
|
)
|
Total distributions to shareholders
|
|
|
(1.02
|
)
|
|
|
(1.59
|
)
|
|
|
(0.36
|
)
|
|
|
(0.17
|
)
|
Net Asset Value, End of Period
|
|
$
|
11.68
|
|
|
$
|
10.83
|
|
|
$
|
12.94
|
|
|
$
|
11.49
|
|
Total Return
1
|
|
|
17.42
|
%
|
|
|
(4.14
|
)%
|
|
|
15.77
|
%
|
|
|
16.60
|
%
5
|
Ratio of net expenses to average net assets
|
|
|
0.82
|
%
4
|
|
|
0.81
|
%
|
|
|
0.81
|
%
|
|
|
0.86
|
%
6
|
Ratio of net investment income to average net assets
1
|
|
|
0.43
|
%
4
|
|
|
0.34
|
%
|
|
|
0.44
|
%
|
|
|
0.48
|
%
6
|
Portfolio turnover
|
|
|
86
|
%
|
|
|
107
|
%
|
|
|
72
|
%
|
|
|
6
|
%
5
|
Net assets at end of period (000s omitted)
|
|
$
|
8,814
|
|
|
$
|
14,772
|
|
|
$
|
23,309
|
|
|
$
|
20,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios absent expense offsets:
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to average net assets
|
|
|
1.32
|
%
|
|
|
1.37
|
%
|
|
|
1.37
|
%
|
|
|
2.01
|
%
6
|
Ratio of net investment loss to average net assets
|
|
|
(0.07
|
)%
|
|
|
(0.22
|
)%
|
|
|
(0.12
|
)%
|
|
|
(0.67
|
)%
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Renaissance Large Cap Growth Fund
Financial Highlights
For a share
outstanding throughout each period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
|
|
|
|
For the year ended December 31,
|
|
|
period ended
|
|
Institutional Class
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
December 31, 2009*
|
|
Net Asset Value, Beginning of Period
|
|
$
|
10.74
|
|
|
$
|
12.94
|
|
|
$
|
11.49
|
|
|
$
|
10.00
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.08
|
3
|
|
|
0.06
|
3
|
|
|
0.08
|
3
|
|
|
0.04
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
1.81
|
3
|
|
|
(0.55
|
)
3
|
|
|
1.76
|
3
|
|
|
1.63
|
|
Total from investment operations
|
|
|
1.89
|
|
|
|
(0.49
|
)
|
|
|
1.84
|
|
|
|
1.67
|
|
Less Distributions to Shareholders from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.08
|
)
|
|
|
(0.12
|
)
|
|
|
(0.07
|
)
|
|
|
(0.03
|
)
|
Net realized gain on investments
|
|
|
(0.97
|
)
|
|
|
(1.59
|
)
|
|
|
(0.32
|
)
|
|
|
(0.15
|
)
|
Total distributions to shareholders
|
|
|
(1.05
|
)
|
|
|
(1.71
|
)
|
|
|
(0.39
|
)
|
|
|
(0.18
|
)
|
Net Asset Value, End of Period
|
|
$
|
11.58
|
|
|
$
|
10.74
|
|
|
$
|
12.94
|
|
|
$
|
11.49
|
|
Total Return
1
|
|
|
17.62
|
%
|
|
|
(3.90
|
)%
|
|
|
15.99
|
%
|
|
|
16.72
|
%
5
|
Ratio of net expenses to average net assets
|
|
|
0.65
|
%
4
|
|
|
0.63
|
%
|
|
|
0.60
|
%
|
|
|
0.66
|
%
6
|
Ratio of net investment income to average net assets
1
|
|
|
0.64
|
%
4
|
|
|
0.46
|
%
|
|
|
0.65
|
%
|
|
|
0.68
|
%
6
|
Portfolio turnover
|
|
|
86
|
%
|
|
|
107
|
%
|
|
|
72
|
%
|
|
|
6
|
%
5
|
Net assets at end of period (000s omitted)
|
|
$
|
15,674
|
|
|
$
|
9,226
|
|
|
$
|
4,254
|
|
|
$
|
246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios absent expense offsets:
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of total expenses to average net assets
|
|
|
1.15
|
%
|
|
|
1.23
|
%
|
|
|
1.08
|
%
|
|
|
1.81
|
%
6
|
Ratio of net investment income (loss) to average net assets
|
|
|
0.14
|
%
|
|
|
(0.14
|
)%
|
|
|
0.17
|
%
|
|
|
(0.47
|
)%
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to Financial Highlights
The following footnotes should be read in conjunction with the Financial Highlights of the Fund previously presented in this report.
*
|
Commenced operations on June 3, 2009.
|
#
|
Rounds to less than $0.01 per share.
|
1
|
Total returns and net investment income would have been lower had certain expenses not been reduced. (See Note 1(c) of Notes to Financial Statements.)
|
2
|
Excludes the impact of expense reimbursements or fee waivers and expense reductions such as brokerage credits, but includes expense repayments and
non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses. (See Note 1(c) of Notes to Financial Statements.)
|
3
|
Per share numbers have been calculated using average shares.
|
4
|
Includes non-routine extraordinary expenses amounting to $23 or 0.004%, $354 or 0.004% and $659 or 0.004% of average net assets for the Investor Class,
Service Class and Institutional Class, respectively.
|
12
Notes to Financial Statements
December 31, 2012
1.
Summary of Significant Accounting Policies
Managers AMG Funds (the Trust) is an open-end management investment company, organized as a Massachusetts business trust,
and registered under the Investment Company Act of 1940, as amended (the 1940 Act). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks and policies.
Included in this report is the Renaissance Large Cap Growth Fund (the Fund).
The Fund offers three classes of
shares: Investor Class, Service Class, and Institutional Class. Each class represents an interest in the same assets of the Fund and the classes are identical except for class specific expenses related to shareholder activity. Each class has equal
voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan. Please refer to a current prospectus for additional information on each share class.
The Funds financial statements are prepared in accordance with accounting principles generally accepted in the United States of
America (U.S. GAAP), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in
the preparation of its financial statements:
a.
Valuation of Investments
Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any
sales, at the last quoted bid price. Over-the-counter securities are valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Funds
investments are generally valued based on market quotations provided by third-party pricing services approved by the Board of Trustees of the Fund (the Board).
Short-term investments having a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates market value. Investments in other open-end regulated investment companies
are valued at their end of day net asset value per share.
Under certain circumstances, the value of certain Fund investments
(including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Pricing Committee is the committee formed by the Board to make fair value determinations
for such investments. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that investment in an arms-length transaction.
Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental analytical data and press releases relating to
the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors,
such as future cash flows, interest rates, yield curves, volatilities, credit risks
and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market valuations for those securities. The values assigned to fair value investments are based on
available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those
estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Fund may use the fair value of a portfolio investment to calculate its net
asset value (NAV) when, for example, (1) market quotations are not readily available because a portfolio investment is not traded in a public market or the principal market in which the investment trades is closed, (2) trading
in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the market quotation
provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investments price has remained unchanged over a period of time (often referred to as a stale price), or (5) Managers
Investment Group LLC (the Investment Manager) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities as of the close
of their respective principal markets. Under certain circumstances, the Investment Manager may adjust such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the time as of which
the Fund calculates its NAV. The Fund may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of thinly traded securities that are judged to be stale so that they reflect fair value. An investment valued
on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investments valuation may differ depending on the method used and the factors considered in determining value according to the
Funds fair value procedures.
U.S. GAAP defines fair value as the price that a Fund would receive to sell an asset or
pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the
transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the
assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Funds own assumptions about the assumptions that market
participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall
valuation.
The three-tier hierarchy of inputs is summarized below:
Notes to Financial Statements
(continued)
Level 1 inputs are quoted prices in active markets for identical investments
(e.g., equity securities, open-end investment companies)
Level 2 other observable inputs (including, but not limited
to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or
liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange
contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities with observable inputs)
Level 3 inputs are significant unobservable inputs (including the Funds own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable
inputs)
Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within
the fair value hierarchy. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.
b.
Security Transactions
Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.
c.
Investment Income and Expenses
Dividend income is recorded on the ex-dividend date. Dividend and interest income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and
accretion of discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis.
Expenses that cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and
unrealized capital gains and losses, the common expenses of the Fund and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the
Fund.
The Fund had certain portfolio trades directed to various brokers, under a brokerage recapture program, which paid a
portion of the Funds expenses. For the year ended December 31, 2012, the amount by which the Funds expenses were reduced and the impact on the expense ratio, if any, was: $4,349 or 0.02%.
The Fund has a balance credit arrangement with The Bank of New York Mellon (BNYM), the Funds custodian,
whereby the Fund is credited with an interest factor equal to 0.75% below the effective 90-day T-Bill rate for account balances left uninvested overnight. If the T-Bill rate falls below 0.75%, no credits will be earned. These credits serve to reduce
custody expenses that would
otherwise be charged to the Fund. For the year ended December 31, 2012, the
custodian expense was not reduced.
Overdrafts will cause a reduction of any balance credits, computed at 2% above the
effective Federal funds rate on the day of the overdraft. For the year ended December 31, 2012, overdraft fees for the Fund equaled $27.
The Fund also has a balance credit arrangement with its Transfer Agent, BNY Mellon Investment Servicing (US) Inc., whereby earnings credits are used to offset banking charges and other out-of-pocket
expenses. For the year ended December 31, 2012, the transfer agent expense was reduced by $7.
Total returns and net
investment income for the Fund would have been lower had certain expenses not been offset. Total expenses before offsets exclude the impact of expense reimbursements or fee waivers and expense reductions such as brokerage recapture credits, but
include non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses.
d.
Dividends and
Distributions
Dividends resulting from net investment income, if any, normally will be declared daily and paid
monthly. Distributions of capital gains, if any, will be made on an annual basis and when required for Federal excise tax purposes. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gain
distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for losses deferred due to wash sales, equalization accounting for tax
purposes, foreign currency and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications to paid-in capital.
The tax character of distributions paid during the years ended December 31, 2012 and December 31, 2012 were as follows:
|
|
|
|
|
|
|
|
|
Distributions paid from:
|
|
2012
|
|
|
2011
|
|
Ordinary income
|
|
$
|
139,525
|
|
|
$
|
97,982
|
|
Short-term capital gains
|
|
|
|
|
|
|
594,229
|
|
Long-term capital gains
|
|
|
2,007,770
|
|
|
|
2,645,849
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
2,147,295
|
|
|
$
|
3,338,060
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012, the components of distributable earnings (excluding unrealized
appreciation/depreciation) on a tax basis consisted of:
|
|
|
|
|
Capital loss carryforward
|
|
|
|
|
Undistributed ordinary income
|
|
|
|
|
Undistributed short-term capital gains
|
|
$
|
29,124
|
|
Undistributed long-term capital gains
|
|
|
357,444
|
|
Post-October loss deferral
|
|
|
|
|
e.
Federal Taxes
The Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, to distribute
substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income
14
Notes to Financial Statements
(continued)
requirements with respect to investment companies. Therefore, no provision for Federal
income or excise tax is included in the accompanying financial statements.
Additionally, based on the Funds
understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.
Management has analyzed the Funds tax positions taken on federal income tax returns as of December 31, 2012, and for all open
tax years and has concluded that no provision for federal income tax is required in the Funds financial statements. Additionally, the Fund is not aware of any tax position for which it is reasonably possible that the total amounts of
unrecognized tax benefits will change materially in the next twelve months.
Under the Regulated Investment Company
Modernization Act of 2010 (the Act), post-enactment capital losses may be carried forward for an unlimited time period. However, any new losses incurred will be required to be utilized prior to any loss carryovers incurred in
pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital loss carryovers may be more likely to expire unused.
Additionally,
post-enactment capital losses that are carried forward will retain their tax character as
either short-term or long-term capital losses rather than being considered all short-term as under previous law.
f.
Captial Loss Carryovers and Deferrals
As of December 31, 2012, the Fund had no accumulated net realized
capital loss carryovers from securities transactions for Federal income tax purposes. Should the Fund incur net capital losses for the year ended December 31, 2012, such amounts may be used to offset future realized capital gains, if any,
through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.
g.
Capital
Stock
The Trusts Declaration of Trust authorizes for each series the issuance of an unlimited number of shares
of beneficial interest, without par value. The Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Fund in connection with the issuance of shares is based on the valuation of those
securities in accordance with the Funds policy on investment valuation. For the years ended December 31, 2012 and December 31, 2011 were as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renaissance Large Cap Growth Fund
|
|
|
|
2012
|
|
|
2011
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
Investor Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares
|
|
|
15,002
|
|
|
$
|
180,525
|
|
|
|
34,031
|
|
|
$
|
448,365
|
|
Reinvestment of distributions
|
|
|
3,841
|
|
|
|
44,329
|
|
|
|
9,745
|
|
|
|
106,221
|
|
Cost of shares repurchased
|
|
|
(41,853
|
)
|
|
|
(502,068
|
)
|
|
|
(70,771
|
)
|
|
|
(843,186
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease
|
|
|
(23,010
|
)
|
|
$
|
(277,214
|
)
|
|
|
(26,995
|
)
|
|
$
|
(288,600
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares
|
|
|
137,299
|
|
|
$
|
1,672,161
|
|
|
|
282,235
|
|
|
$
|
3,585,391
|
|
Reinvestment of distributions
|
|
|
60,977
|
|
|
|
706,719
|
|
|
|
173,141
|
|
|
|
1,897,627
|
|
Cost of shares repurchased
|
|
|
(807,449
|
)
|
|
|
(9,583,018
|
)
|
|
|
(893,514
|
)
|
|
|
(11,698,391
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease
|
|
|
(609,173
|
)
|
|
$
|
(7,204,138
|
)
|
|
|
(438,138
|
)
|
|
$
|
(6,215,373
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares
|
|
|
1,023,663
|
|
|
$
|
12,268,433
|
|
|
|
935,928
|
|
|
$
|
11,361,746
|
|
Reinvestment of distributions
|
|
|
26,803
|
|
|
|
307,964
|
|
|
|
31,224
|
|
|
|
339,094
|
|
Cost of shares repurchased
|
|
|
(556,119
|
)
|
|
|
(6,712,183
|
)
|
|
|
(436,859
|
)
|
|
|
(5,181,895
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
|
494,347
|
|
|
$
|
5,864,214
|
|
|
|
530,292
|
|
|
$
|
6,518,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
Notes to Financial Statements
(continued)
At December 31, 2012, certain unaffiliated shareholders of record, specifically
omnibus accounts, individually or collectively held greater than 10% of the outstanding shares of the Fund as follows: three collectively own 92%. Transactions by these shareholders may have a material impact on the Fund.
2.
Agreements and Transactions with Affiliates
The Fund has entered into an Investment Management Agreement under which the Investment Manager, a subsidiary of Affiliated Managers Group, Inc. (AMG), serves as investment manager to the Fund
and is responsible for the Funds overall administration and operations. The Investment Manager selects subadvisors for the Fund (subject to Board approval) and monitors the subadvisors investment performance, security holdings and
investment strategies. The Funds investment portfolio is managed by the Renaissance Group LLC (Renaissance or the Subadivsor), which serves pursuant to a subadvisory agreement between the Investment Manager and
Renaissance with respect to the Fund. AMG indirectly owns a majority interest in Renaissance.
Investment management fees are
paid directly by the Fund to the Investment Manager based on average net assets. For the year ended December 31, 2012, the annual investment management fee rates, as a percentage of average daily net assets, was 0.55%.
The Investment Manager has contractually agreed, through at least May 1, 2013 to waive fees and pay or reimburse Fund expenses in
order to limit total annual Fund operating expenses after fee waiver and expense reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody overdrafts), shareholder servicing fees, distribution and
service (12b-1) fees, brokerage commissions and other transaction costs, acquired fund fees and expenses, and extraordinary expenses) to 0.66% of the Funds average daily net assets.
The Fund is obligated to repay the Investment Manager such amounts waived, paid, or reimbursed in future years provided that the
repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Funds total operating expenses in any such future year to exceed the Funds expense cap. For the year ended
December 31, 2012, the Funds components of reimbursement available are detailed in the following chart:
|
|
|
|
|
Reimbursement Available - 12/31/11
|
|
$
|
372,686
|
|
Additional Reimbursements
|
|
|
121,749
|
|
Repayments
|
|
|
|
|
Expired Reimbursements
|
|
|
(115,583
|
)
|
|
|
|
|
|
Reimbursement Available - 12/31/12
|
|
$
|
378,852
|
|
|
|
|
|
|
The Fund has entered into an Administration and Shareholder Servicing Agreement under which the
Investment Manager serves as the Funds administrator (the Administrator) and is responsible for all aspects of managing the Funds operations, including administration and shareholder services to the Fund, its shareholders,
and certain institutions, such as bank trust departments, brokerdealers and registered investment advisers, that advise or act as an intermediary with the Funds shareholders. The
Fund pays a fee to the Administrator at the rate of 0.25% per annum of the
Funds average daily net assets for this service.
The aggregate annual retainer paid to each Independent Trustee of the
Board is $80,000, plus $5,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trust receives an additional payment of $20,000 per year. The Chairman of the Audit Committee receives an additional
payment of $8,000 per year. The Trustees fees and expenses are allocated among all of the Funds for which the Investment Manager serves as the advisor (the Managers Funds) based on the relative net assets of such Funds. The
Trustees fees and expenses shown in the financial statements represents the Funds allocated portion of the total fees and expenses paid by the Managers Funds.
Beginning January 1, 2013, the annual retainer paid to each Independent Trustee of the Board will be $105,000, plus $6,000 or
$2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts will receive and additional payment of $25,000 per year. The Chairman of the Audit Committee will receive an additional payment of $10,000 per
year.
The Fund is distributed by Managers Distributors, Inc. (the Distributor or MDI), a
wholly-owned subsidiary of the Investment Manager. MDI serves as the distributor and underwriter for the Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (FINRA). Shares of the Fund
will be continuously offered and will be sold directly to prospective purchasers through brokers, dealers or other financial intermediaries who have executed selling agreements with MDI. Subject to the compensation arrangement discussed below,
generally MDI bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales
literature. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.
The Trust has adopted a distribution and service plan (the Plan) with respect to the Investor Class Shares of the Fund, in accordance with the requirements of Rule 12b-1 under the 1940 Act and
the requirements of the applicable rules of the FINRA regarding asset based sales charges. Pursuant to the Plan, the Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of
such class of the Funds shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor up to 0.25% annually of the Funds average daily net assets
attributable to the Investor Class.
The Plan further provides for periodic payments by the Trust or MDI to brokers, dealers
and other financial intermediaries for providing shareholder services and for promotional and other sales related costs. The portion of payments by the Investor Class and Service Class shares of a Fund for shareholder servicing may not exceed an
annual rate of 0.25% of the average daily net asset value of the Funds shares of that class owned by the clients of such broker, dealer or financial intermediary.
The Securities and Exchange Commission granted an exemptive order that permits the Fund to lend and borrow money for certain
Notes to Financial Statements
(continued)
temporary purposes directly to and from other eligible Managers Funds. Participation in
this interfund lending program is voluntary for both borrowing and lending Funds, and an interfund loan is only made if it benefits each participating Fund. The Investment Manager administers the program according to procedures approved by the
Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the year ended
December 31, 2012, the Fund borrowed $768,404 from other Managers Funds for 4 days paying interest of $125. The interest amount is included in the Statement of Operations as miscellaneous expense. At December 31, 2012, the Fund had
$768,404 in outstanding loans.
3.
Purchases and Sales of Securities
Purchases and sales of securities (excluding short-term securities and U.S. Government obligations) for the year ended December 31,
2012, were $20.861,679 and $24,336,799, respectively. There were no purchases or sales of U.S. Government obligations for the Fund.
4.
Commitments and Contingencies
In the normal course of
business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund 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 had no prior claims or losses and expects the risks of loss to be remote.
5.
New Accounting Pronouncements
In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires disclosures to make financial statements that are prepared
under U.S. GAAP more comparable to those prepared under IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions
eligible for offset in the statement of assets and liabilities as well as instruments and
transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are
required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the Funds financial statements and disclosures.
6.
Subsequent Events
The Fund has determined that no material events or transactions occurred through the issuance date of the Funds financial statements, which require additional disclosure in or adjustment of the
Funds financial statements.
Tax Information
(unaudited)
The Renaissance Large Cap Growth Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided in the Jobs and Growth Tax Relief Reconciliation Act of
2003. The 2012 Form 1099-DIV you receive for the Fund will show the tax status of all distributions paid to you during the calendar year.
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
Ordinary Income - QDI
|
|
|
0
|
%
|
|
|
100.00
|
%
|
Ordinary Income - DRD
|
|
|
0
|
%
|
|
|
43.94
|
%
|
Pursuant to section 852 of the Internal Revenue Code, Renaissance Large Cap Growth Fund hereby
designates $2,007,770, as a capital gain distribution with respect to the taxable year ended December 31, 2012, or if subsequently determined to be different, the net capital gains of such year
17
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of The Managers Fund
and the Shareholders of Renaissance Large Cap Growth Fund:
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Renaissance Large Cap Growth Fund (the
Fund) at December 31, 2012, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United
States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2012 by correspondence with the
custodian provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 27, 2013
18
Trustees and Officers
The Trustees and Officers of the Trust, their
business addresses, principal occupations for the past five years and dates of birth are listed below. The Trustees provide broad supervision over the affairs of the Trust and the Funds. The Trustees are experienced executives who meet periodically
throughout the year to oversee the Funds activities, review contractual arrangements with companies that provide services to the Funds, and review the Funds performance. Unless otherwise noted, the address of each Trustee or Officer is
the address of the Trust: 800 Connecticut Avenue, Norwalk, Connecticut 06854.
There is no stated term of office for Trustees. Trustees serve
until their resignation, retirement or removal in accordance with the Trusts organizational documents and policies adopted by the Board from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are
elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.
Independent Trustees
The following Trustees are not interested persons of the Trust within the meaning of the 1940 Act:
|
|
|
Name, Date of Birth, Number of
Funds Overseen in Fund
Complex*
|
|
Principal Occupation(s) During Past 5
Years and Other Directorships Held
by
Trustee
|
Bruce B. Bingham,
12/01/48
Trustee since 2012
Oversees 37 Funds in
Fund Complex
|
|
Partner, Hamilton Partners (real estate development firm) (1987 - Present).
|
|
|
William E. Chapman, II,
9/23/41
Independent Chairman
Trustee since
1999
Oversees 37 Funds in Fund Complex
|
|
President and Owner, Longboat Retirement Planning Solutions (1998 - Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002 -
2009); Trustee of Bowdoin College (2002 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26
portfolios).
|
|
|
Edward J. Kaier,
9/23/45
Trustee since
1999
Oversees 37 Funds in Fund Complex
|
|
Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007 - Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977 - 2007); Trustee
of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).
|
|
|
Steven J. Paggioli,
4/3/50
Trustee since 2004
Oversees 37 Funds in
Fund Complex
|
|
Independent Consultant (2002 - Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986 - 2001); Executive Vice President, Secretary and Director,
Investment Company Administration, LLC (1990 - 2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991 - 2001); Trustee, Professionally Managed Portfolios (38 portfolios); Advisory Board Member, Sustainable Growth
Advisors, LP; Independent Director, Chase Investment Counsel (2008 - Present); Trustee of Aston Funds (26 portfolios).
|
|
|
Eric Rakowski,
6/5/58
Trustee since
1999
Oversees 37 Funds in Fund Complex
|
|
Professor, University of California at Berkeley School of Law (1990 - Present); Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5
portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).
|
|
|
Thomas R. Schneeweis,
5/10/47
Trustee since 2004
Oversees 37 Funds in
Fund Complex
|
|
Professor of Finance, University of Massachusetts (1977 - Present); Director, CISDM at the University of Massachusetts, (1996 - Present); President, Alternative Investment
Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001 - Present); Partner, S Capital Management, LLC (2007 - Present); President, TRS Associates (1982 - Present); Partner, White Bear Partners, LLC (2007 - 2010); Partner, Northampton Capital
Management, LLC (2004 - 2010); Trustee of Aston Funds (26 portfolios).
|
*
|
The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.
|
Interested Trustees
Each Trustee
in the following table is an interested person of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in
securities of, AMG, and her former position as Chief Legal Officer of the Trust.
|
|
|
Name, Date of Birth, Number of
Funds Overseen in Fund
Complex*
|
|
Principal Occupation(s) During Past 5
Years and Other Directorships Held
by
Trustee
|
Christine C. Carsman,
4/2/52
Trustee since 2011
Oversees 37 Funds in
Fund Complex
|
|
Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011 - Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group,
Inc. (2007 - 2011); Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004 - 2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004 - 2011); Senior
Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995 - 2004).
|
Officers
|
Name, Date of Birth, Position(s)
Held with Fund and Length of
Time Served
|
|
Principal Occupation(s) During Past 5
Years
|
Keitha L. Kinne,
5/16/58
President since 2012
Chief Operating
Officer since 2007
|
|
Managing Partner and Chief Operating Officer, Managers Investment Group LLC (2007 - Present); Chief Investment Officer, Managers Investment Group LLC (2008 - Present); President,
Managers Distributors, Inc. (2012 - Present); Chief Operating Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Managing Director, Legg Mason & Co., LLC (2006 - 2007); Managing Director, Citigroup Asset
Management (2004 - 2006).
|
|
|
Lewis Collins,
2/22/66
Secretary since 2011
Chief Legal Officer
since 2011
|
|
Senior Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2010 - Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006 - 2010); Senior
Counsel, Affiliated Managers Group, Inc. (2002 - 2006); Attorney, Ropes & Gray LLP (1998-2002).
|
|
|
Donald S. Rumery,
5/29/58
Chief Financial Officer since 2007
Treasurer since
1999
|
|
Senior Vice President, Managers Investment Group LLC (2005 - Present); Treasurer, The Managers Funds (1995 - Present); Treasurer, Managers Trust I and Managers Trust II (2000 -
Present); Chief Financial Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007 - Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000 - 2012); Vice President, The Managers Funds LLC, (1994 -
2004).
|
|
|
John J. Ferencz,
3/09/62
Chief Compliance Officer since 2010
|
|
Vice President, Legal and Compliance, Managers Investment Group LLC (2010 - Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated
(2005 - 2010).
|
|
|
Michael S. Ponder,
9/12/73
Assistant Secretary since 2011
|
|
Senior Vice President and Counsel, Managers Investment Group LLC (2011 - Present); Attorney, DeNovo Legal (2009 - 2010); Vice President, Credit Suisse (2007 - 2009); Associate,
Willkie Farr & Gallagher LLP (2006 - 2007).
|
|
|
Matthew B. Wallace,
11/24/80
Anti-Money Laundering Compliance Officer since 2012
|
|
Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012 - Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010 - 2012); Compliance
Specialist, Calamos Advisors LLC (2007 - 2010).
|
Investment Manager and Administrator
Managers Investment Group LLC
800 Connecticut
Avenue
Norwalk, CT 06854
(800)
835-3879
Distributor
Managers Distributors, Inc.
800 Connecticut
Avenue
Norwalk, CT 06854
(800)
835-3879
Subadvisor
Renaissance Group LLC
625 Eden Park Drive
Suite 1200
Cincinnati, OH 45202
Custodian
The Bank of New
York Mellon
2 Hanson Place
Brooklyn, NY 11217
Legal Counsel
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston,
MA 02199-3600
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
Attn:
Managers
P.O. Box 9769
Providence,
RI 02940
(800) 548-4539
For
ManagersChoice
TM
Only
Managers
c/o BNY Mellon Investment Servicing
(US) Inc.
P.O. Box 9847
Providence,
RI 02940-8047
(800) 358-7668
M
ANAGERS
AND
M
ANAGERS
AMG
F
UNDS
|
|
|
|
|
E
QUITY
F
UNDS
|
|
B
ALANCED
F
UNDS
|
|
|
|
C
ADENCE
C
APITAL
A
PPRECIATION
|
|
S
KYLINE
S
PECIAL
E
QUITIES
|
|
C
HICAGO
E
QUITY
P
ARTNERS
B
ALANCED
|
C
ADENCE
M
ID
-C
AP
|
|
P
ORTFOLIO
|
|
Chicago Equity Partners, LLC
|
C
ADENCE
E
MERGING
C
OMPANIES
|
|
Skyline Asset Management, L.P.
|
|
|
Cadence Capital Management, LLC
|
|
|
|
A
LTERNATIVE
F
UNDS
|
|
|
S
PECIAL
E
QUITY
|
|
|
E
SSEX
S
MALL
/M
ICRO
C
AP
G
ROWTH
|
|
Ranger Investment Management, L.P.
|
|
FQ G
LOBAL
A
LTERNATIVES
|
Essex Investment Management Co., LLC
|
|
Lord, Abbett & Co. LLC
|
|
FQ G
LOBAL
E
SSENTIALS
|
|
|
Smith Asset Management Group, L.P.
|
|
First Quadrant, L.P.
|
FQ T
AX
-M
ANAGED
U.S. E
QUITY
|
|
Federated MDTA LLC
|
|
|
FQ U.S. E
QUITY
|
|
|
|
I
NCOME
F
UNDS
|
First Quadrant, L.P.
|
|
S
YSTEMATIC
V
ALUE
|
|
|
|
|
S
YSTEMATIC
M
ID
C
AP
V
ALUE
|
|
B
OND
(M
ANAGERS
)
|
F
RONTIER
S
MALL
C
AP
G
ROWTH
Frontier Capital Management Company, LLC
GW&K S
MALL
C
AP
E
QUITY
Gannett Welsh & Kotler, LLC
M
ICRO
-C
AP
Lord, Abbett & Co. LLC
WEDGE Capital
Management L.L.P.
Next Century Growth Investors LLC
RBC Global Asset Management (U.S.) Inc.
R
EAL
E
STATE
S
ECURITIES
Urdang Securities
Management, Inc.
R
ENAISSANCE
L
ARGE
C
AP
G
ROWTH
Renaissance Group LLC
|
|
Systematic Financial Management, L.P.
T
IME
S
QUARE
I
NTERNATIONAL
S
MALL
C
AP
F
UND
T
IMES
S
QUARE
M
ID
C
AP
G
ROWTH
T
IMES
S
QUARE
S
MALL
C
AP
G
ROWTH
TSCM G
ROWTH
E
QUITY
TimesSquare Capital Management, LLC
T
RILOGY
G
LOBAL
E
QUITY
T
RILOGY
E
MERGING
M
ARKETS
E
QUITY
T
RILOGY
I
NTERNATIONAL
S
MALL
C
AP
Trilogy Global Advisors, L.P.
Y
ACKTMAN
F
UND
Y
ACKTMAN
F
OCUSED
F
UND
Yacktman Asset Management L.P.
|
|
G
LOBAL
I
NCOME
O
PPORTUNITY
Loomis, Sayles & Co., L.P.
B
OND
(M
ANAGERS
PIMCO)
Pacific Investment Management Co.
LLC
C
ALIFORNIA
I
NTERMEDIATE
T
AX
-F
REE
Miller Tabak Asset Management LLC
GW&K F
IXED
I
NCOME
F
UND
GW&K M
UNICIPAL
B
OND
GW&K M
UNICIPAL
E
NHANCED
Y
IELD
B
OND
Gannett Welsh & Kotler, LLC
H
IGH
Y
IELD
J.P. Morgan Investment Management LLC
I
NTERMEDIATE
D
URATION
G
OVERNMENT
S
HORT
D
URATION
G
OVERNMENT
Smith Breeden Associates, Inc.
|
This report is prepared for the Funds shareholders. It is authorized for distribution to prospective investors only when
preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.835.3879. Distributed by
Managers Distributors, Inc., member FINRA.
A
description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.835.3879, or (ii) on the Securities and Exchange Commissions (SEC) Web site at www. sec.gov.
For information regarding each Funds proxy voting record for the 12-month period ended June 30, call 800.835.3879 or visit the SEC Web site at www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form
N-Q. The Funds Forms N-Q are available on the SECs Web site at www.sec.gov. A Funds Forms N-Q may be reviewed and copied at the SECs Public Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 800.SEC.0330. To review a complete list of the Funds portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit
www.managersinvest.com.
|
|
|
|
|
www.managersinvest.com
Managers AMG Funds
Yacktman Focused Fund
(formerly The Yacktman Focused Fund)
Yacktman Fund
(formerly The Yacktman
Fund)
ANNUAL REPORT
December 31, 2012
MESSAGE TO SHAREHOLDERS
Dear Shareholders:
In the year ending December 31, 2012, Yacktman Focused Fund and Yacktman
Fund produced returns of 10.6% and 11.5%, respectively, while the benchmark, the S&P 500 Index, returned 16.0%. We are pleased to have delivered solid absolute results last year in a portfolio largely comprised of what we believe to be extremely
high quality companies.
Our long-term goal is to achieve solid absolute rates of return over multi-year time periods while managing the
overall level of risk in the Funds. Looking at our historical results below, the returns of last year were fairly similar to and consistent with the positive results we have achieved over longer time periods.
|
|
|
|
|
|
|
|
|
Average Annual Returns
|
|
Yacktman
Focused Fund
|
|
|
S&P
500
®
|
|
Service Share Class:
|
|
|
|
|
|
|
|
|
One Year (01/01/12 - 12/31/12)
|
|
|
10.57
|
%
|
|
|
16.00
|
%
|
Three Years (01/01/10 - 12/31/12)
|
|
|
9.93
|
%
|
|
|
10.87
|
%
|
Five Years (01/01/08 - 12/31/12)
|
|
|
10.59
|
%
|
|
|
1.66
|
%
|
Ten Years (01/01/03 - 12/31/12)
|
|
|
10.95
|
%
|
|
|
7.10
|
%
|
Institutional Share Class:
|
|
|
|
|
|
|
|
|
Inception (07/24/12 - 12/31/12)
|
|
|
6.22
|
%
|
|
|
7.72
|
%
|
|
|
|
Cumulative Returns
|
|
|
|
|
|
|
Service Share Class:
|
|
|
|
|
|
|
|
|
One Year (01/01/12 - 12/31/12)
|
|
|
10.57
|
%
|
|
|
16.00
|
%
|
Three Years (01/01/10 - 12/31/12)
|
|
|
32.83
|
%
|
|
|
36.30
|
%
|
Five Years (01/01/08 - 12/31/12)
|
|
|
65.43
|
%
|
|
|
8.59
|
%
|
Ten Years (01/01/03 - 12/31/12)
|
|
|
182.77
|
%
|
|
|
98.58
|
%
|
The chart assumes an initial gross investment of $10,000 made on 12/31/02.
2
|
|
|
|
|
|
|
|
|
Average Annual Returns
|
|
Yacktman Fund
|
|
|
S&P
500
®
|
|
Service Share Class:
|
|
|
|
|
|
|
|
|
One Year (01/01/12 - 12/31/12)
|
|
|
11.47
|
%
|
|
|
16.00
|
%
|
Three Years (01/01/10 - 12/31/12)
|
|
|
10.45
|
%
|
|
|
10.87
|
%
|
Five Years (01/01/08 - 12/31/12)
|
|
|
9.68
|
%
|
|
|
1.66
|
%
|
Ten Years (01/01/03 - 12/31/12)
|
|
|
10.63
|
%
|
|
|
7.10
|
%
|
|
|
|
Cumulative Returns
|
|
|
|
|
|
|
Service Share Class:
|
|
|
|
|
|
|
|
|
One Year (01/01/12 - 12/31/12)
|
|
|
11.47
|
%
|
|
|
16.00
|
%
|
Three Years (01/01/10 - 12/31/12)
|
|
|
34.73
|
%
|
|
|
36.30
|
%
|
Five Years (01/01/08 - 12/31/12)
|
|
|
58.72
|
%
|
|
|
8.59
|
%
|
Ten Years (01/01/03 - 12/31/12)
|
|
|
174.67
|
%
|
|
|
98.58
|
%
|
The chart assumes an initial gross investment of $10,000 made on 12/31/02.
Returns shown include the reinvestment of all dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or
the redemption of Fund shares.
The performance data shown represents past performance. Past performance is not a guarantee of future
results. Current performance may be lower or higher than the performance data quoted. The investment return and the principal value of an investment will fluctuate so that an investors shares, when redeemed, may be worth more or less than
their original cost. For performance information through the most recent month end, please call 800.457.6033 or visit our Web site at www.managersinvest.com.
From time to time the Funds advisor has waived fees or reimbursed expenses, which may have resulted in higher returns.
Your co-Portfolio Managers have significant personal investments in the Yacktman Focused Fund, and in 2012 made additional contributions to this Fund. Our aggregate holdings in Yacktman Focused Fund now
exceed $100 million. We believe that our goals are aligned with the shareholders of this Fund as we and our families have a significant personal stake in our investment decisions. Currently the Portfolio Managers do not hold any shares of the
Yacktman Fund.
3
The top-10 equity positions represented 59% and 51% of net assets at the end of the year in Yacktman Focused
and Yacktman Fund, respectively. In a world of extreme uncertainty, we continue to feel confident in the durability and valuation of these companies. A listing of the top-10 equity positions is presented later in this report.
Portfolio Review
Media
In 2012, News Corp was the biggest contributor to Fund returns, appreciating more than 40%. Business execution was strong, especially in
the cable content division, and the company continued its shareholder friendly behavior, both repurchasing a significant amount of stock and announcing that it would be splitting the company into two separate entities. We think the split could help
the shares continue to deliver strong results as the market more fully appreciates what we see, which is a fast growing cable content division that has had its extraordinary growth obscured by declining newspaper results.
Viacom produced strong free cash flow and the stock appreciated solidly last year, though the company struggled with ratings at networks like Nickelodeon
and MTV. Viacom has recently stepped-up its investments in new programming which we believe will help results this year. Our position in Comcast also rose sharply in 2012.
Consumer Staples
Consumer staples shares were generally modest performers during the year
as the stocks of high-quality, stable staples businesses were left behind in the broader market rally. From August 30, 2010 through December 31, 2012, Procter & Gamble, PepsiCo, Sysco and Clorox are up 22%, 15%, 22%, and 22%
before dividends, compared to the S&P 500s strong 41%. We believe that this underperformance relative to the broader market is more a result of investor sentiment than results and should lead to better than average performance from these
companies going forward. We especially like these staples positions because the rates of return we ex-
4
pect over time are especially attractive given the consistency and quality of these businesses.
Avons shares disappointed in 2012, though we believe Avons global distribution channel and products have significantly more value than the current share price. We like the management changes
that occurred at the company and believe that the shares are very attractive given the expected earnings power of the business.
Old
Tech
Many PC-related stocks struggled last year as concerns about the future of the business caused investors to avoid these shares.
Our position in Microsoft appreciated only modestly, even though the business executed fairly well. HP declined, though we were pleased to see a much improved management focus. In the latter part of the year we purchased a small position in Dell.
Both Dell and HP have significant business exposure to services and non-PC businesses, which we think have been underappreciated recently. While the challenges these companies face are real, we believe the valuations offer compelling potential over
time.
Ciscos shares performed satisfactorily in 2012. The shares continue to be inexpensive as investors generally are avoiding
old tech shares, though not to the same extent as PC-related stocks. Our investments in technology companies are more a result of valuation than strong future growth prospects. As we often say, Its almost all about the
price.
Health Care
Shares in health care stocks were generally stronger in 2012, with medical device stocks like C.R. Bard, Stryker and Covidien all up solidly.
Johnson & Johnson and Pfizer also performed well in 2012.
Financial Services
The financial service sector was the strongest market segment in 2012, rebounding from weakness in 2011. Top contributors to Fund results in the financial
area include US Bank, BNY Mellon, Goldman Sachs, in both Funds, and Bank of America and Janus in the Yacktman Fund only.
5
Special Situations
Investments in companies we consider to be special situations - those we think have greater uncertainty coupled with extremely compelling valuation - had mixed results last year. Our investment in Apollo
Group declined as the business is facing a large number of issues, including enrollment pressures and competitive challenges from other higher education institutions. We think, over the long term, the companys competitive position is solid and
the valuation is compelling.
Research in Motion rallied sharply in the last few months of the year on positive anticipation of its new
Blackberry 10 product. The position produced solid results for Fund holders in 2012 even though the stock declined during the year because we took advantage of lower prices to purchase additional shares. As the stock rebounded sharply, more than
doubling from the low, we sold some shares to keep the position size as a modest weighting in each Fund.
A Note on Position Sizing
We think position sizing is one of the most important aspects of good portfolio management. We generally take bigger positions in higher
quality, diverse companies that we think can acceptably compound capital at attractive rates of returns or securities that are extremely mispriced due to investor perception issues. At times you may see us take surprising positions in companies that
have business challenges like Research in Motion, but we use our investment experience to determine when we can take a significant position weighting and when we should not.
Conclusion
We are happy with the returns of 2012. We believe the quality level of the
companies in the Funds is extremely high and valuations are attractive. We will work hard to examine current positions and new opportunities and, as always, we will continue to be diligent, objective and patient when managing Yacktman Focused Fund
and Yacktman Fund.
6
This commentary reflects the viewpoints of Yacktman Asset Management LP, as of December 31, 2012
and is not intended as a forecast or guarantee of future results.
Investors should carefully consider the Funds
investment objectives, risks, charges, and expenses before investing. For this and other information, please call 800.457.6033 or visit www.managersinvest.com to download a free prospectus. Read it carefully before investing or sending money.
The S&P 500
®
Index is capitalization-weighted index of 500 stocks. The S&P 500
®
Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
Unlike the Fund, the S&P 500
®
Index is unmanaged, is not available for investment, and does not incur
expenses.
The S&P 500
®
Index is proprietary data of Standard & Poors, a division of McGraw-Hill Companies, Inc. All rights reserved.
Funds are distributed by Managers Distributors, Inc., a member of FINRA.
The Funds are subject to the risks associated with investments in debt securities, such as default risk and fluctuations in the perception of the debtors ability to pay its creditors. High
yield bonds (also known as junk bonds) are subject to additional risks such as the risk of default. Changing interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of
bonds and other fixed income securities to fall. Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in
significant market fluctuations. These risks are magnified in emerging markets.
The Funds can invest in securities of different
market capitalizations (small, mid and large capitalizations) and styles (growth vs. value), each of which will react differently to various market movements. A greater percentage of the Yacktman Focused Funds holdings may be focused in a
smaller number of securities which may place the Fund at greater risk than a more diversified fund.
The performance information
shown and Fund inception dates reflect that of the predecessor Funds, The Yacktman Fund and The Yacktman Focused Fund, which were reorganized into the Yacktman Fund, and the Yacktman Focused Fund, respectively, on June 29, 2012, and were
managed by Yacktman Asset Management with the same investment objectives and substantially similar investment policies as those of the predecessor Funds.
Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the Managers Family of Funds. Such offering is made only by Prospectus, which
includes details as to offering price and other material information.
7
EXPENSE EXAMPLE
For the Six Months Ended December 31, 2012 (unaudited)
As a shareholder of a Fund, you may incur two
types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution (12b-1) 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 $1,000 invested at the beginning
of the period and held for the entire period as indicated below.
Actual Expenses
The first line of the following table provides information about the actual account values and actual expenses. 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 Period to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the following table
provides information about hypothetical account values and hypothetical expenses based on the Funds actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Funds actual return. The hypothetical
account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5%
hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses
shown in the table are meant to highlight your ongoing costs only and do not
8
EXPENSE EXAMPLE
(continued)
For the Six Months Ended December 31, 2012 (unaudited)
reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange 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.
YACKTMAN FOCUSED FUND
|
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Beginning
Account
Value
07/01/2012
|
|
|
Ending
Account
Value
12/31/2012
|
|
|
Expenses Paid
During the Period
07/01/12 - 12/31/12
1
|
|
Service Share Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense ratio for the period - 1.27%
|
|
|
|
|
|
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|
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|
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Actual
|
|
$
|
1,000
|
|
|
$
|
1,039
|
|
|
$
|
6.51
|
|
Hypothetical (5% Annual Return)
|
|
$
|
1,000
|
|
|
$
|
1,019
|
|
|
$
|
6.44
|
|
Institutional Share Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense ratio for the period - 1.09%
|
|
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|
|
|
|
|
|
Actual
|
|
$
|
1,000
|
|
|
$
|
1,062
|
|
|
$
|
5.65
|
|
Hypothetical (5% Annual Return)
|
|
$
|
1,000
|
|
|
$
|
1,020
|
|
|
$
|
5.53
|
|
|
|
|
|
YACKTMAN FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
Account
Value
07/01/2012
|
|
|
Ending
Account
Value
12/31/2012
|
|
|
Expenses Paid
During the Period
07/01/12 - 12/31/12
1
|
|
Service Share Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense ratio for the period - 0.76%
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
$
|
1,000
|
|
|
$
|
1,042
|
|
|
$
|
3.90
|
|
Hypothetical (5% Annual Return)
|
|
$
|
1,000
|
|
|
$
|
1,021
|
|
|
$
|
3.86
|
|
1
|
Expenses are equal to the Funds annualized expense ratios multiplied by the average account value over the period, multiplied by the number of
days in the period (184), then divided by 366.
|
9
EQUITY PURCHASES
For the Six Months Ended December 31, 2012 (unaudited)
|
|
|
|
|
|
|
|
|
NEW PURCHASES
|
|
Current
Shares Held
|
|
|
Current
Shares Held
|
|
|
|
Yacktman
Focused Fund
|
|
|
Yacktman
Fund
|
|
C.H. Robinson Worldwide Inc.
|
|
|
700,000
|
|
|
|
|
|
C.H. Robinson Worldwide, Inc., a third-party logistics company, provides freight transportation services and logistics solutions to companies in various industries worldwide. It
offers transportation and logistics services, such as truckload, less-than-truckload, intermodal, ocean and air freight transportation, as well as transportation management, customs brokerage and warehousing services through contractual
relationships with approximately 53,000 transportation companies, including motor carriers, railroads, air freight carriers and ocean carriers.
|
|
|
|
|
|
|
|
|
|
|
|
Dell, Inc.
|
|
|
5,700,000
|
|
|
|
6,437,000
|
|
Dell provides integrated technology solutions in the information technology (IT) industry worldwide. It designs, develops, manufactures, markets, sells and supports mobility and
desktop products, including notebooks, workstations, tablets, smartphones and desktop PCs, as well as servers and networking products. The company offers storage solutions, including storage area networks, network-attached storage, direct-attached
storage and various backup systems. It also provides IT and business services comprising transactional services, such as support, managed deployment, enterprise installation
|
|
|
|
|
|
|
|
|
10
EQUITY PURCHASES
(continued)
For the Six Months Ended December 31, 2012 (unaudited)
|
|
|
|
|
|
|
|
|
NEW PURCHASES
|
|
Current
Shares Held
|
|
|
Current
Shares Held
|
|
|
|
Yacktman
Focused Fund
|
|
|
Yacktman
Fund
|
|
and configuration services; outsourcing services, including data center and systems management, network management, life cycle
application development and management and business process outsourcing services; and project-based services consisting of IT infrastructure, applications, business process and business consulting services.
|
|
|
|
|
|
|
|
|
|
|
|
WellPoint Inc.
|
|
|
1,600,000
|
|
|
|
1,406,800
|
|
WellPoint, Inc., through its subsidiaries, operates as a health benefits company in the United States. The company offers various
network-based managed care plans to large and small employer, individual, Medicaid and senior markets. Its managed care plans include preferred provider organizations; health maintenance organizations; point-of-service plans; traditional indemnity
plans; and other hybrid plans, including consumer-driven health plans, hospital only and limited benefit products. The company also provides various managed care services comprising claims processing, underwriting, stop loss insurance, actuarial
services, provider network access, medical cost management, disease management, wellness programs and other administrative services to self-funded customers.
|
|
|
|
|
|
|
|
|
11
Yacktman Focused Fund
TOP TEN EQUITY HOLDINGS
December 31, 2012 (unaudited)
|
|
|
|
|
|
|
Percentage of
Net Assets
|
|
Procter & Gamble Co.
|
|
|
11.41
|
%
|
News Corp., Class A
|
|
|
10.65
|
%
|
PepsiCo, Inc.
|
|
|
8.70
|
%
|
Cisco Systems, Inc.
|
|
|
5.37
|
%
|
Sysco Corp.
|
|
|
4.76
|
%
|
Microsoft Corp.
|
|
|
4.17
|
%
|
C.R. Bard, Inc.
|
|
|
4.13
|
%
|
Stryker Corp.
|
|
|
3.82
|
%
|
Clorox Co.
|
|
|
3.10
|
%
|
Johnson & Johnson
|
|
|
2.97
|
%
|
|
|
|
|
|
Total
|
|
|
59.08
|
%
|
FUND DIVERSIFICATION*
December 31, 2012 (unaudited)
*
|
Calculated as a percentage of net assets as of December 31, 2012.
|
12
Yacktman Focused Fund
EQUITY PURCHASES & SALES
For the Six Months Ended December 31, 2012
(unaudited)
|
|
|
|
|
|
|
|
|
PURCHASES
|
|
Net Shares
Purchased
|
|
|
Current
Shares Held
|
|
Apollo Group, Inc.
|
|
|
5,000
|
|
|
|
2,705,000
|
|
Avon Products, Inc.
|
|
|
1,230,000
|
|
|
|
7,200,000
|
|
C.H. Robinson Worldwide, Inc.
|
|
|
700,000
|
|
|
|
700,000
|
|
C.R. Bard, Inc.
|
|
|
90,694
|
|
|
|
3,090,694
|
|
Cisco Systems, Inc.
|
|
|
2,798,000
|
|
|
|
19,998,000
|
|
Clorox Co.
|
|
|
37,000
|
|
|
|
3,100,000
|
|
Coca-Cola Co.
|
|
|
1,490,000
|
|
|
|
5,410,000
|
*
|
Corning, Inc.
|
|
|
950,000
|
|
|
|
5,350,000
|
|
Dell, Inc.
|
|
|
5,700,000
|
|
|
|
5,700,000
|
|
Johnson & Johnson
|
|
|
300,000
|
|
|
|
3,100,000
|
|
PepsiCo, Inc.
|
|
|
800,000
|
|
|
|
9,300,000
|
|
Procter & Gamble Co.
|
|
|
335,000
|
|
|
|
12,300,000
|
|
Research In Motion Ltd.
|
|
|
310,000
|
|
|
|
4,410,000
|
|
State Street Corp.
|
|
|
175,000
|
|
|
|
925,000
|
|
Stryker Corp.
|
|
|
3,250,000
|
|
|
|
5,100,000
|
|
Sysco Corp.
|
|
|
100,000
|
|
|
|
11,000,000
|
|
WellPoint, Inc.
|
|
|
1,600,000
|
|
|
|
1,600,000
|
|
|
|
|
SALES
|
|
Net Shares
Sold
|
|
|
Current
Shares Held
|
|
H&R Block, Inc.
|
|
|
500,000
|
|
|
|
3,300,000
|
|
News Corp., Class B
|
|
|
19,600
|
|
|
|
|
|
Toyota Industries Corp. - ADR
|
|
|
800,000
|
|
|
|
|
|
UnitedHealth Group, Inc.
|
|
|
530,000
|
|
|
|
|
|
*
|
Includes 1,960,000 shares received from a two-for-one stock split on August 13, 2012.
|
13
Yacktman Focused Fund
PORTFOLIO OF INVESTMENTS
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
Value
|
|
COMMON STOCKS - 84.44%
|
|
|
|
|
|
|
|
|
Beverages - 11.38%
|
|
|
|
|
|
|
|
|
Coca-Cola Co.
|
|
|
5,410,000
|
|
|
$
|
196,112,500
|
|
PepsiCo, Inc.
|
|
|
9,300,000
|
|
|
|
636,399,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
832,511,500
|
|
|
|
|
|
|
|
|
|
|
Capital Markets - 2.20%
|
|
|
|
|
|
|
|
|
Bank of New York Mellon Corp.
|
|
|
2,250,000
|
|
|
|
57,825,000
|
|
Goldman Sachs Group, Inc.
|
|
|
250,000
|
|
|
|
31,890,000
|
|
Northern Trust Corp.
|
|
|
550,000
|
|
|
|
27,588,000
|
|
State Street Corp.
|
|
|
925,000
|
|
|
|
43,484,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160,787,250
|
|
|
|
|
|
|
|
|
|
|
Commercial Banks - 1.79%
|
|
|
|
|
|
|
|
|
The Bancorp, Inc. (a)
|
|
|
336,000
|
|
|
|
3,685,920
|
|
U.S. Bancorp
|
|
|
4,000,000
|
|
|
|
127,760,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131,445,920
|
|
|
|
|
|
|
|
|
|
|
Communications Equipment - 6.09%
|
|
|
|
|
|
|
|
|
Cisco Systems, Inc.
|
|
|
19,998,000
|
|
|
|
392,960,700
|
|
Research In Motion Ltd. (a)
|
|
|
4,410,000
|
|
|
|
52,390,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
445,351,500
|
|
|
|
|
|
|
|
|
|
|
Computers & Peripherals - 1.41%
|
|
|
|
|
|
|
|
|
Dell, Inc.
|
|
|
5,700,000
|
|
|
|
57,741,000
|
|
Hewlett-Packard Co.
|
|
|
3,200,000
|
|
|
|
45,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103,341,000
|
|
|
|
|
|
|
|
|
|
|
Diversified Consumer Services - 1.61%
|
|
|
|
|
|
|
|
|
Apollo Group, Inc., Class A (a)
|
|
|
2,705,000
|
|
|
|
56,588,600
|
|
H&R Block, Inc.
|
|
|
3,300,000
|
|
|
|
61,281,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117,869,600
|
|
|
|
|
|
|
|
|
|
|
Diversified Financial Services - 0.02%
|
|
|
|
|
|
|
|
|
Resource America, Inc., Class A
|
|
|
215,000
|
|
|
|
1,434,050
|
|
|
|
|
|
|
|
|
|
|
Electronic Equipment, Instruments & Components - 0.92%
|
|
|
|
|
|
|
|
|
Corning, Inc.
|
|
|
5,350,000
|
|
|
|
67,517,000
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
14
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
|
Value
|
|
Food & Staples Retailing - 4.76%
|
|
|
|
|
|
|
|
|
Sysco Corp.
|
|
|
11,000,000
|
|
|
$
|
348,260,000
|
|
|
|
|
|
|
|
|
|
|
Health Care Equipment &
Supplies - 9.40%
|
|
|
|
|
|
|
|
|
Becton, Dickinson & Co.
|
|
|
770,000
|
|
|
|
60,206,300
|
|
C.R. Bard, Inc.
|
|
|
3,090,694
|
|
|
|
302,084,432
|
|
Covidien PLC
|
|
|
800,000
|
|
|
|
46,192,000
|
|
Stryker Corp.
|
|
|
5,100,000
|
|
|
|
279,582,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
688,064,732
|
|
|
|
|
|
|
|
|
|
|
Health Care Providers
& Services - 1.64%
|
|
|
|
|
|
|
|
|
Patterson Companies, Inc.
|
|
|
650,000
|
|
|
|
22,249,500
|
|
WellPoint, Inc.
|
|
|
1,600,000
|
|
|
|
97,472,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119,721,500
|
|
|
|
|
|
|
|
|
|
|
Household Products - 14.81%
|
|
|
|
|
|
|
|
|
Clorox Co.
|
|
|
3,100,000
|
|
|
|
226,982,000
|
|
Colgate-Palmolive Co.
|
|
|
200,000
|
|
|
|
20,908,000
|
|
Procter & Gamble Co.
|
|
|
12,300,000
|
|
|
|
835,047,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,082,937,000
|
|
|
|
|
|
|
|
|
|
|
Media - 14.17%
|
|
|
|
|
|
|
|
|
Comcast Corp., Class A
|
|
|
2,300,000
|
|
|
|
82,685,000
|
|
Liberty Interactive Corp.,
|
|
|
|
|
|
|
|
|
Series A (a)
|
|
|
840,000
|
|
|
|
16,531,200
|
|
News Corp., Class A
|
|
|
30,500,000
|
|
|
|
778,970,000
|
|
Viacom, Inc., Class B
|
|
|
3,000,000
|
|
|
|
158,220,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,036,406,200
|
|
|
|
|
|
|
|
|
|
|
Oil, Gas &
Consumable Fuels - 2.24%
|
|
|
|
|
|
|
|
|
ConocoPhillips
|
|
|
2,000,000
|
|
|
|
115,980,000
|
|
Exxon Mobil Corp.
|
|
|
550,000
|
|
|
|
47,602,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163,582,500
|
|
|
|
|
|
|
|
|
|
|
Personal Products - 1.41%
|
|
|
|
|
|
|
|
|
Avon Products, Inc.
|
|
|
7,200,000
|
|
|
|
103,392,000
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
15
Yacktman Focused Fund
PORTFOLIO OF INVESTMENTS
(continued)
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
Value
|
|
Pharmaceuticals - 4.89%
|
|
|
|
|
|
|
|
|
Johnson & Johnson
|
|
|
3,100,000
|
|
|
$
|
217,310,000
|
|
Pfizer, Inc.
|
|
|
5,600,000
|
|
|
|
140,448,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
357,758,000
|
|
|
|
|
|
|
|
|
|
|
Software - 4.17%
|
|
|
|
|
|
|
|
|
Microsoft Corp.
|
|
|
11,400,000
|
|
|
|
304,722,000
|
|
|
|
|
|
|
|
|
|
|
Specialty Retail - 0.93%
|
|
|
|
|
|
|
|
|
Wal-Mart Stores, Inc.
|
|
|
1,000,000
|
|
|
|
68,230,000
|
|
|
|
|
|
|
|
|
|
|
Transportation - 0.60%
|
|
|
|
|
|
|
|
|
C.H. Robinson Worldwide, Inc.
|
|
|
700,000
|
|
|
|
44,254,000
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMMON STOCKS (Cost $5,297,713,577)
|
|
|
|
|
|
|
6,177,585,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
Amount
|
|
|
|
|
CORPORATE BONDS - 0.12%
|
|
|
|
|
|
|
|
|
Media - 0.12%
|
|
|
|
|
|
|
|
|
Liberty Interactive LLC 8.250%, 02/01/2030
|
|
$
|
8,000,000
|
|
|
|
8,760,000
|
|
|
|
|
|
|
|
|
|
|
TOTAL CORPORATE BONDS (Cost $7,392,036)
|
|
|
|
|
|
|
8,760,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
|
|
SHORT-TERM-INVESTMENTS - 15.13%
|
|
|
|
|
|
|
|
|
Other Investment Companies - 15.13%*
|
|
|
|
|
|
|
|
|
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%
|
|
|
350,052,425
|
|
|
|
350,052,425
|
|
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.12%
|
|
|
337,447,556
|
|
|
|
337,447,556
|
|
The accompanying notes are an integral part of these financial statements.
16
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
Value
|
|
JPMorgan Prime Money Market Fund, Capital Shares, 0.12%
|
|
|
419,082,351
|
|
|
$
|
419,082,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,106,582,332
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHORT-TERM INVESTMENTS (Cost $1,106,582,332)
|
|
|
|
|
|
|
1,106,582,332
|
|
|
|
|
|
|
|
|
|
|
Total Investments (Cost $6,411,687,945) - 99.69%
|
|
|
|
|
|
|
7,292,928,084
|
|
Other Assets in Excess of Liabilities - 0.31%
|
|
|
|
|
|
|
22,562,883
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET ASSETS - 100.00%
|
|
|
|
|
|
$
|
7,315,490,967
|
|
|
|
|
|
|
|
|
|
|
Percentages are stated as a percent of net assets.
Based on the approximate cost of investments of $6,413,935,920 for Federal income tax purposes at December 31, 2012, the aggregate gross unrealized appreciation and depreciation were $1,024,015,885
and $145,023,721, respectively, resulting in net unrealized appreciation of investments of $878,992,164.
*
|
Yield shown for each investment company represents the December 31, 2012, seven-day average yield, which refers to the sum of the previous seven days
dividends paid, expressed as an annual percentage.
|
PLC - Public Limited Company
(a)
|
Non-income producing security.
|
The Global Industry Classification Standard (GICS
®
) was developed
by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (S&P). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
The accompanying notes are an integral part of these financial statements.
17
Yacktman Fund
TOP TEN EQUITY HOLDINGS
December 31, 2012 (unaudited)
|
|
|
|
|
|
|
Percentage of
Net Assets
|
|
News Corp., Class A
|
|
|
9.84
|
%
|
Procter & Gamble Co.
|
|
|
7.87
|
%
|
PepsiCo, Inc.
|
|
|
7.26
|
%
|
Cisco Systems, Inc.
|
|
|
5.10
|
%
|
Sysco Corp.
|
|
|
4.45
|
%
|
Viacom, Inc., Class B
|
|
|
3.59
|
%
|
Microsoft Corp.
|
|
|
3.50
|
%
|
Coca-Cola Co.
|
|
|
3.31
|
%
|
C.R. Bard, Inc.
|
|
|
3.21
|
%
|
Stryker Corp.
|
|
|
3.10
|
%
|
|
|
|
|
|
Total
|
|
|
51.23
|
%
|
FUND DIVERSIFICATION*
December 31, 2012 (unaudited)
*
|
Calculated as a percentage of net assets as of December 31, 2012.
|
18
Yacktman Fund
EQUITY PURCHASES & SALES
For the Six Months Ended December 31, 2012
(unaudited)
|
|
|
|
|
|
|
|
|
PURCHASES
|
|
Net Shares
Purchased
|
|
|
Current
Shares Held
|
|
Avon Products, Inc.
|
|
|
1,000,000
|
|
|
|
8,400,000
|
|
C.R. Bard, Inc.
|
|
|
48,000
|
|
|
|
2,850,000
|
|
Cisco Systems, Inc.
|
|
|
2,675,000
|
|
|
|
22,500,000
|
|
Clorox Co.
|
|
|
65,000
|
|
|
|
2,365,000
|
|
Coca-Cola Co.
|
|
|
1,410,000
|
|
|
|
7,910,000
|
*
|
Corning, Inc.
|
|
|
150,000
|
|
|
|
6,250,000
|
|
Dell, Inc.
|
|
|
6,437,000
|
|
|
|
6,437,000
|
|
Research In Motion Ltd.
|
|
|
360,000
|
|
|
|
5,360,000
|
|
State Street Corp.
|
|
|
140,000
|
|
|
|
1,140,000
|
|
Stryker Corp.
|
|
|
2,401,383
|
|
|
|
4,900,000
|
|
Sysco Corp.
|
|
|
300,000
|
|
|
|
12,200,000
|
|
WellPoint, Inc.
|
|
|
1,406,800
|
|
|
|
1,406,800
|
|
|
|
|
SALES
|
|
Net Shares
Sold
|
|
|
Current
Shares Held
|
|
H&R Block, Inc.
|
|
|
2,500,000
|
|
|
|
4,000,000
|
|
UnitedHealth Group, Inc.
|
|
|
1,200,000
|
|
|
|
|
|
*
|
Includes 3,250,000 shares received from a two-for-one stock split on August 13, 2012.
|
19
Yacktman Fund
PORTFOLIO OF INVESTMENTS
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
|
Value
|
|
COMMON STOCKS - 83.71%
|
|
|
|
|
|
|
|
|
Beverages - 10.57%
|
|
|
|
|
|
|
|
|
Coca-Cola Co.
|
|
|
7,910,000
|
|
|
$
|
286,737,500
|
|
PepsiCo, Inc.
|
|
|
9,200,000
|
|
|
|
629,556,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
916,293,500
|
|
|
|
|
|
|
|
|
|
|
Capital Markets - 2.83%
|
|
|
|
|
|
|
|
|
Bank of New York Mellon Corp.
|
|
|
4,200,000
|
|
|
|
107,940,000
|
|
Goldman Sachs Group, Inc.
|
|
|
350,000
|
|
|
|
44,646,000
|
|
Janus Capital Group, Inc.
|
|
|
4,560,000
|
|
|
|
38,851,200
|
|
State Street Corp.
|
|
|
1,140,000
|
|
|
|
53,591,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
245,028,600
|
|
|
|
|
|
|
|
|
|
|
Commercial Banks - 2.49%
|
|
|
|
|
|
|
|
|
The Bancorp, Inc. (a)
|
|
|
760,000
|
|
|
|
8,337,200
|
|
U.S. Bancorp
|
|
|
6,500,000
|
|
|
|
207,610,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
215,947,200
|
|
|
|
|
|
|
|
|
|
|
Communications Equipment - 5.83%
|
|
|
|
|
|
|
|
|
Cisco Systems, Inc.
|
|
|
22,500,000
|
|
|
|
442,125,000
|
|
Research In Motion Ltd. (a)
|
|
|
5,360,000
|
|
|
|
63,676,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
505,801,800
|
|
|
|
|
|
|
|
|
|
|
Computers & Peripherals - 1.60%
|
|
|
|
|
|
|
|
|
Dell, Inc.
|
|
|
6,437,000
|
|
|
|
65,206,810
|
|
Hewlett-Packard Co.
|
|
|
5,150,000
|
|
|
|
73,387,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138,594,310
|
|
|
|
|
|
|
|
|
|
|
Consumer Finance - 0.15%
|
|
|
|
|
|
|
|
|
American Express Co.
|
|
|
235,000
|
|
|
|
13,507,800
|
|
|
|
|
|
|
|
|
|
|
Diversified Consumer Services - 1.65%
|
|
|
|
|
|
|
|
|
Apollo Group, Inc., Class A (a)
|
|
|
3,300,000
|
|
|
|
69,036,000
|
|
H&R Block, Inc.
|
|
|
4,000,000
|
|
|
|
74,280,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143,316,000
|
|
|
|
|
|
|
|
|
|
|
Diversified Financial Services - 0.72%
|
|
|
|
|
|
|
|
|
Bank of America Corp.
|
|
|
5,000,000
|
|
|
|
58,000,000
|
|
Resource America, Inc., Class A
|
|
|
659,226
|
|
|
|
4,397,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,397,038
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
20
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
Value
|
|
Electronic Equipment, Instruments & Components - 0.91%
|
|
|
|
|
|
|
|
|
Corning, Inc.
|
|
|
6,250,000
|
|
|
$
|
78,875,000
|
|
|
|
|
|
|
|
|
|
|
Food & Staples Retailing - 4.45%
|
|
|
|
|
|
|
|
|
Sysco Corp.
|
|
|
12,200,000
|
|
|
|
386,252,000
|
|
|
|
|
|
|
|
|
|
|
Food Products - 0.37%
|
|
|
|
|
|
|
|
|
Lancaster Colony Corp.
|
|
|
460,000
|
|
|
|
31,827,400
|
|
|
|
|
|
|
|
|
|
|
Health Care Equipment & Supplies - 7.79%
|
|
|
|
|
|
|
|
|
Becton, Dickinson & Co.
|
|
|
800,000
|
|
|
|
62,552,000
|
|
C.R. Bard, Inc.
|
|
|
2,850,000
|
|
|
|
278,559,000
|
|
Covidien PLC
|
|
|
850,000
|
|
|
|
49,079,000
|
|
Medtronic, Inc.
|
|
|
400,000
|
|
|
|
16,408,000
|
|
Stryker Corp.
|
|
|
4,900,000
|
|
|
|
268,618,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
675,216,000
|
|
|
|
|
|
|
|
|
|
|
Health Care Providers & Services - 1.80%
|
|
|
|
|
|
|
|
|
Patterson Companies, Inc.
|
|
|
2,050,000
|
|
|
|
70,171,500
|
|
WellPoint, Inc.
|
|
|
1,406,800
|
|
|
|
85,702,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155,873,756
|
|
|
|
|
|
|
|
|
|
|
Household Products - 10.67%
|
|
|
|
|
|
|
|
|
Clorox Co.
|
|
|
2,365,000
|
|
|
|
173,165,300
|
|
Colgate-Palmolive Co.
|
|
|
670,000
|
|
|
|
70,041,800
|
|
Procter & Gamble Co.
|
|
|
10,050,000
|
|
|
|
682,294,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
925,501,600
|
|
|
|
|
|
|
|
|
|
|
Internet Software & Services - 0.73%
|
|
|
|
|
|
|
|
|
eBay, Inc. (a)
|
|
|
1,250,000
|
|
|
|
63,775,000
|
|
|
|
|
|
|
|
|
|
|
Media - 16.04%
|
|
|
|
|
|
|
|
|
Comcast Corp., Class A
|
|
|
4,700,000
|
|
|
|
168,965,000
|
|
Liberty Interactive Corp.,
|
|
|
|
|
|
|
|
|
Series A (a)
|
|
|
2,900,000
|
|
|
|
57,072,000
|
|
News Corp., Class A
|
|
|
33,400,000
|
|
|
|
853,036,000
|
|
Viacom, Inc., Class B
|
|
|
5,900,000
|
|
|
|
311,166,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,390,239,000
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
21
Yacktman Fund
PORTFOLIO OF INVESTMENTS
(continued)
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
Value
|
|
Oil, Gas & Consumable Fuels - 2.99%
|
|
|
|
|
|
|
|
|
ConocoPhillips
|
|
|
2,750,000
|
|
|
$
|
159,472,500
|
|
Exxon Mobil Corp.
|
|
|
1,150,000
|
|
|
|
99,532,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
259,005,000
|
|
|
|
|
|
|
|
|
|
|
Personal Products - 1.39%
|
|
|
|
|
|
|
|
|
Avon Products, Inc.
|
|
|
8,400,000
|
|
|
|
120,624,000
|
|
|
|
|
|
|
|
|
|
|
Pharmaceuticals - 5.08%
|
|
|
|
|
|
|
|
|
Johnson & Johnson
|
|
|
3,500,000
|
|
|
|
245,350,000
|
|
Pfizer, Inc.
|
|
|
7,800,000
|
|
|
|
195,624,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
440,974,000
|
|
|
|
|
|
|
|
|
|
|
Semiconductor & Semiconductor Equipment - 0.55%
|
|
|
|
|
|
|
|
|
Intel Corp.
|
|
|
2,300,000
|
|
|
|
47,449,000
|
|
|
|
|
|
|
|
|
|
|
Software - 3.50%
|
|
|
|
|
|
|
|
|
Microsoft Corp.
|
|
|
11,350,000
|
|
|
|
303,385,500
|
|
|
|
|
|
|
|
|
|
|
Specialty Retail - 1.60%
|
|
|
|
|
|
|
|
|
Staples, Inc.
|
|
|
2,000,000
|
|
|
|
22,800,000
|
|
Wal-Mart Stores, Inc.
|
|
|
1,700,000
|
|
|
|
115,991,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138,791,000
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMMON STOCKS
(Cost $5,983,901,779)
|
|
|
|
|
|
|
7,258,674,504
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
22
|
|
|
|
|
|
|
|
|
|
|
Number
of Shares
|
|
|
Value
|
|
SHORT-TERM INVESTMENTS - 16.14%
|
|
|
|
|
|
|
|
|
Other Investment Companies - 16.14%*
|
|
|
|
|
|
|
|
|
Dreyfus Cash Management Fund, Institutional Class Shares, 0.06%
|
|
|
400,059,914
|
|
|
$
|
400,059,914
|
|
JPMorgan Liquid Assets Money Market Fund, Capital Shares, 0.12%
|
|
|
397,820,344
|
|
|
|
397,820,344
|
|
JPMorgan Prime Money Market Fund, Capital Shares, 0.12%
|
|
|
601,844,500
|
|
|
|
601,844,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,399,724,758
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHORT-TERM INVESTMENTS (Cost $1,399,724,758)
|
|
|
|
|
|
|
1,399,724,758
|
|
|
|
|
|
|
|
|
|
|
Total Investments (Cost $7,383,626,537) - 99.85%
|
|
|
|
|
|
|
8,658,399,262
|
|
Other Assets in Excess of Liabilities - 0.15%
|
|
|
|
|
|
|
12,583,703
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET ASSETS - 100.00%
|
|
|
|
|
|
$
|
8,670,982,965
|
|
|
|
|
|
|
|
|
|
|
Percentages are stated as a percent of net assets.
Based on the approximate cost of investments of $7,387,562,768 for Federal income tax purposes at December 31, 2012, the aggregate gross unrealized appreciation and depreciation were $1,487,326,232
and $216,489,738, respectively, resulting in net unrealized appreciation of investments of $1,270,836,494.
*
|
Yield shown for each investment company represents the December 31, 2012, seven-day average yield, which refers to the sum of the previous seven days
dividends paid, expressed as an annual percentage.
|
PLC - Public Limited Company
(a)
|
Non-income producing security.
|
The Global Industry Classification Standard (GICS
®
) was developed
by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (S&P). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
The accompanying notes are an integral part of these financial statements.
23
STATEMENT OF ASSETS & LIABILITIES
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Yacktman
Focused Fund
|
|
|
Yacktman
Fund
|
|
Assets:
|
|
|
|
|
|
|
|
|
Investments, at value (Cost $6,411,687,945 and $7,383,626,537, respectively)
|
|
$
|
7,292,928,084
|
|
|
$
|
8,658,399,262
|
|
Cash
|
|
|
39,982
|
|
|
|
46,966
|
|
Receivable for Fund shares sold
|
|
|
41,263,168
|
|
|
|
30,960,915
|
|
Dividends and interest receivable
|
|
|
9,281,729
|
|
|
|
11,127,043
|
|
Receivable from affiliate
|
|
|
115,834
|
|
|
|
|
|
Prepaid expenses
|
|
|
330,290
|
|
|
|
277,263
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
7,343,959,087
|
|
|
|
8,700,811,449
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Payable for Fund shares redeemed
|
|
|
20,371,220
|
|
|
|
23,989,427
|
|
Accrued investment advisory fees
|
|
|
6,203,520
|
|
|
|
4,103,616
|
|
Shareholder servicing fees - Service Class
|
|
|
691,961
|
|
|
|
444,764
|
|
Accrued Directors/Trustees fees
|
|
|
15,770
|
|
|
|
18,936
|
|
Other accrued expenses
|
|
|
1,185,649
|
|
|
|
1,271,741
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
28,468,120
|
|
|
|
29,828,484
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
7,315,490,967
|
|
|
$
|
8,670,982,965
|
|
|
|
|
|
|
|
|
|
|
Net Assets Consist Of:
|
|
|
|
|
|
|
|
|
Paid-in-capital
|
|
$
|
6,457,233,163
|
|
|
$
|
7,399,871,780
|
|
Undistributed net investment income
|
|
|
1,005,531
|
|
|
|
271,374
|
|
Accumulated net realized loss from investments
|
|
|
(23,987,866
|
)
|
|
|
(3,932,914
|
)
|
Net unrealized appreciation of investments
|
|
|
881,240,139
|
|
|
|
1,274,772,725
|
|
|
|
|
|
|
|
|
|
|
Total Net Assets
|
|
$
|
7,315,490,967
|
|
|
$
|
8,670,982,965
|
|
|
|
|
|
|
|
|
|
|
Service Class Shares:
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
6,603,174,813
|
|
|
$
|
8,670,982,965
|
|
Shares outstanding
|
|
|
321,737,382
|
|
|
|
453,540,861
|
|
|
|
|
|
|
|
|
|
|
Net asset value, offering and redemption price per share
|
|
$
|
20.52
|
|
|
$
|
19.12
|
|
|
|
|
|
|
|
|
|
|
Institutional Class Shares:
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
712,316,154
|
|
|
|
N/A
|
|
Shares outstanding
|
|
|
34,706,067
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Net asset value, offering and redemption price per share
|
|
$
|
20.52
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
24
STATEMENT OF OPERATIONS
For the year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Yacktman
Focused Fund
|
|
|
Yacktman
Fund
|
|
Investment Income:
|
|
|
|
|
|
|
|
|
Dividend income
|
|
$
|
134,172,840
|
|
|
$
|
169,585,476
|
|
Interest income
|
|
|
858,533
|
|
|
|
184,133
|
|
Foreign withholding tax
|
|
|
(34,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income
|
|
|
134,996,539
|
|
|
|
169,769,609
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Investment advisory fees
|
|
|
62,884,511
|
|
|
|
43,654,360
|
|
Shareholder servicing fees - Service Class
|
|
|
11,140,607
|
|
|
|
10,461,033
|
|
Administration and accounting fees
|
|
|
2,111,243
|
|
|
|
2,594,494
|
|
Transfer agent
|
|
|
365,531
|
|
|
|
661,055
|
|
Federal and state registration fees
|
|
|
661,099
|
|
|
|
466,937
|
|
Reports to shareholders
|
|
|
405,315
|
|
|
|
472,165
|
|
Custody fees
|
|
|
321,320
|
|
|
|
395,395
|
|
Extraordinary expense
|
|
|
296,677
|
|
|
|
351,972
|
|
Professional fees
|
|
|
215,929
|
|
|
|
267,094
|
|
Directors/Trustees fees and expenses
|
|
|
160,586
|
|
|
|
196,563
|
|
Miscellaneous expenses
|
|
|
115,696
|
|
|
|
152,285
|
|
|
|
|
|
|
|
|
|
|
Total expenses before offsets
|
|
|
78,678,514
|
|
|
|
59,673,353
|
|
Expense reimbursements
|
|
|
(115,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Expenses
|
|
|
78,562,680
|
|
|
|
59,673,353
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
56,433,859
|
|
|
|
110,096,256
|
|
|
|
|
|
|
|
|
|
|
Realized and Unrealized Gain:
|
|
|
|
|
|
|
|
|
Net realized gain on investments
|
|
|
3,981,268
|
|
|
|
56,282,905
|
|
Net change in unrealized appreciation (depreciation) of investments
|
|
|
512,799,174
|
|
|
|
632,360,646
|
|
|
|
|
|
|
|
|
|
|
Net change in realized and unrealized gain of investments
|
|
|
516,780,442
|
|
|
|
688,643,551
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
573,214,301
|
|
|
$
|
798,739,807
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
25
STATEMENTS OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yacktman Focused Fund
|
|
|
Yacktman Fund
|
|
|
|
Year
Ended
December 31,
2012
|
|
|
Year
Ended
December 31,
2011
(1)
|
|
|
Year Ended
December 31,
2012
|
|
|
Year
Ended
December 31,
2011
(1)
|
|
Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
56,433,859
|
|
|
$
|
27,560,724
|
|
|
$
|
110,096,256
|
|
|
$
|
64,977,303
|
|
Net realized gain on investments
|
|
|
3,981,268
|
|
|
|
20,863,868
|
|
|
|
56,282,905
|
|
|
|
18,993,470
|
|
Net change in unrealized appreciation of investments
|
|
|
512,799,174
|
|
|
|
155,734,987
|
|
|
|
632,360,646
|
|
|
|
226,166,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
573,214,301
|
|
|
|
204,159,579
|
|
|
|
798,739,807
|
|
|
|
310,137,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Share Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Share Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shares sold
|
|
|
3,549,546,545
|
|
|
|
3,148,739,337
|
|
|
|
3,592,942,100
|
|
|
|
3,853,558,468
|
|
Proceeds from reinvestment of distributions
|
|
|
68,354,420
|
|
|
|
43,205,204
|
|
|
|
146,197,765
|
|
|
|
74,256,597
|
|
Redemption fees
|
|
|
366,782
|
|
|
|
363,938
|
|
|
|
353,413
|
|
|
|
446,315
|
|
Payments for shares redeemed
|
|
|
(1,950,420,632
|
)
|
|
|
(903,851,317
|
)
|
|
|
(1,994,085,624
|
)
|
|
|
(1,277,454,765
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase from capital share transactions
|
|
|
1,667,847,115
|
|
|
|
2,288,457,162
|
|
|
|
1,745,407,654
|
|
|
|
2,650,806,615
|
|
|
|
|
|
|
Institutional Share Class*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shares sold
|
|
|
728,742,463
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Proceeds from reinvestment of distributions
|
|
|
4,783,961
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Redemption fees
|
|
|
14,294
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Payments for shares redeemed
|
|
|
(21,187,259
|
)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase from capital share transactions
|
|
|
712,353,459
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
Distributions Paid From:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Share Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(51,830,513
|
)
|
|
|
(27,560,769
|
)
|
|
|
(109,829,426
|
)
|
|
|
(64,978,603
|
)
|
Net realized gains
|
|
|
(24,239,634
|
)
|
|
|
(21,449,602
|
)
|
|
|
(56,417,680
|
)
|
|
|
(19,374,588
|
)
|
|
|
|
|
|
Institutional Share Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(3,598,238
|
)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Net realized gains
|
|
|
(1,454,823
|
)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to shareholders
|
|
|
(81,123,208
|
)
|
|
|
(49,010,371
|
)
|
|
|
(166,247,106
|
)
|
|
|
(84,353,191
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total increase in net assets
|
|
|
2,872,291,667
|
|
|
|
2,443,606,370
|
|
|
|
2,377,900,355
|
|
|
|
2,876,590,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
$
|
4,443,199,300
|
|
|
$
|
1,999,592,930
|
|
|
$
|
6,293,082,610
|
|
|
$
|
3,416,492,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year (including undistributed net investment income of $1,005,531, $423, $271,374, and $5,269,
respectively)
|
|
$
|
7,315,490,967
|
|
|
$
|
4,443,199,300
|
|
|
$
|
8,670,982,965
|
|
|
$
|
6,293,082,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Commenced operations on July 24, 2012.
|
(1)
|
Audited by previous independent registered public accounting firm.
|
The accompanying notes are an integral part of these financial statements.
26
STATEMENTS OF CHANGES IN NET ASSETS
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yacktman Focused Fund
|
|
|
Yacktman Fund
|
|
|
|
Year Ended
December 31,
2012
|
|
|
Year
Ended
December 31,
2011
(1)
|
|
|
Year Ended
December 31,
2012
|
|
|
Year
Ended
December 31,
2011
(1)
|
|
Transactions in Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Share Class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
178,848,933
|
|
|
|
170,577,353
|
|
|
|
193,323,877
|
|
|
|
222,940,629
|
|
Issued in reinvestment of distributions
|
|
|
3,400,841
|
|
|
|
2,294,475
|
|
|
|
7,871,945
|
|
|
|
4,226,328
|
|
Shares redeemed
|
|
|
(97,165,504
|
)
|
|
|
(49,315,952
|
)
|
|
|
(106,958,619
|
)
|
|
|
(74,434,686
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in shares
|
|
|
85,084,270
|
|
|
|
123,555,876
|
|
|
|
94,237,203
|
|
|
|
152,732,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Share Class*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
35,498,228
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Issued in reinvestment of distributions
|
|
|
233,478
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Shares redeemed
|
|
|
(1,025,639
|
)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in shares
|
|
|
34,706,067
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Commenced operations on July 24, 2012.
|
(1)
|
Audited by previous independent registered public accounting firm.
|
The accompanying notes are an integral part of these financial statements.
27
FINANCIAL HIGHLIGHTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yacktman Focused Fund Service Class
|
|
|
|
Year Ended December 31,
|
|
For a share outstanding throughout each year
|
|
2012
(4)
|
|
|
2011
(2)
|
|
|
2010
(2)
|
|
|
2009
(2)
|
|
|
2008
(2)
|
|
Net Asset Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
$
|
18.78
|
|
|
$
|
17.68
|
|
|
$
|
16.13
|
|
|
$
|
9.97
|
|
|
$
|
14.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.18
|
(3)
|
|
|
0.12
|
|
|
|
0.10
|
|
|
|
0.05
|
|
|
|
0.15
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
1.79
|
(3)
|
|
|
1.19
|
|
|
|
1.81
|
|
|
|
6.21
|
|
|
|
(3.45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
1.97
|
|
|
|
1.31
|
|
|
|
1.91
|
|
|
|
6.26
|
|
|
|
(3.30
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.16
|
)
|
|
|
(0.12
|
)
|
|
|
(0.10
|
)
|
|
|
(0.05
|
)
|
|
|
(0.16
|
)
|
From net realized gains
|
|
|
(0.07
|
)
|
|
|
(0.09
|
)
|
|
|
(0.26
|
)
|
|
|
(0.05
|
)
|
|
|
(0.57
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to shareholders
|
|
|
(0.23
|
)
|
|
|
(0.21
|
)
|
|
|
(0.36
|
)
|
|
|
(0.10
|
)
|
|
|
(0.73
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
20.52
|
|
|
$
|
18.78
|
|
|
$
|
17.68
|
|
|
$
|
16.13
|
|
|
$
|
9.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return
|
|
|
10.57
|
%
|
|
|
7.41
|
%
|
|
|
11.84
|
%
|
|
|
62.76
|
%
|
|
|
(23.48
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data and Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets; end of year (000s omitted)
|
|
$
|
6,603,059
|
|
|
$
|
4,443,199
|
|
|
$
|
1,999,593
|
|
|
$
|
669,661
|
|
|
$
|
65,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of expenses before expense reimbursements to average net assets (See Note 2)
|
|
|
1.26
|
%
(1)
|
|
|
1.25
|
%
|
|
|
1.27
|
%
|
|
|
1.28
|
%
|
|
|
1.35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net expenses to average net assets
|
|
|
1.25
|
%
(1)
|
|
|
1.25
|
%
|
|
|
1.25
|
%
|
|
|
1.25
|
%
|
|
|
1.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income before expense reimbursements to average net assets (See Note 2)
|
|
|
0.90
|
%
(1)
|
|
|
0.89
|
%
|
|
|
0.91
|
%
|
|
|
0.76
|
%
|
|
|
1.21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income to average net assets
|
|
|
0.90
|
%
(1)
|
|
|
0.89
|
%
|
|
|
0.93
|
%
|
|
|
0.79
|
%
|
|
|
1.31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
3
|
%
|
|
|
2
|
%
|
|
|
6
|
%
|
|
|
8
|
%
|
|
|
67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes non-routine extraordinary expenses amounting to $268,381 and represents 0.004% of average net assets.
|
(2)
|
Audited by previous independent registered public accounting firm.
|
(3)
|
Per share numbers have been calculated using average shares.
|
(4)
|
At the start of business June 29, 2012, the Yacktman Focused Fund was re-organized into a series of the Managers AMG Funds.
|
The accompanying notes are an integral part of these financial statements.
28
FINANCIAL HIGHLIGHTS
(continued)
|
|
|
|
|
|
|
Yacktman Focused Fund
Institutional Class
|
|
For a share outstanding throughout the period
|
|
For the period
July 24, through
December 31,
2012*
|
|
Net Asset Value:
|
|
|
|
|
Beginning of period
|
|
$
|
19.46
|
|
|
|
|
|
|
|
|
Operations:
|
|
|
|
|
Net investment income
(4)
|
|
|
0.08
|
|
Net realized and unrealized gain on investments
(4)
|
|
|
1.13
|
|
|
|
|
|
|
Total from investment operations
|
|
|
1.21
|
|
|
|
|
|
|
|
|
Less Distributions:
|
|
|
|
|
From net investment income
|
|
|
(0.11
|
)
|
From net realized gains
|
|
|
(0.04
|
)
|
|
|
|
|
|
Total distributions to shareholders
|
|
|
(0.15
|
)
|
|
|
|
|
|
|
|
Net Asset Value:
|
|
|
|
|
End of period
|
|
$
|
20.52
|
|
|
|
|
|
|
|
|
Total Return
|
|
|
6.22
|
%
(1)
|
|
|
|
|
|
|
|
Supplemental Data and Ratios:
|
|
|
|
|
Net assets; end of period (000s omitted)
|
|
$
|
712,316
|
|
|
|
|
|
|
Ratio of net expenses to average net assets
|
|
|
1.08
|
%
(2,3)
|
|
|
|
|
|
Ratio of net investment income to average net assets
|
|
|
0.91
|
%
(2,3)
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
3
|
%
|
|
|
|
|
|
*
|
Commenced operations on July 24, 2012.
|
(3)
|
Includes non-routine extraordinary expenses amounting to $28,296 and represents 0.006% of average net assets.
|
(4)
|
Per share numbers have been calculated using average shares.
|
The accompanying notes are an integral part of these financial statements.
29
(This Page Intentionally Left Blank.)
30
FINANCIAL HIGHLIGHTS
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yacktman Fund Service Class
|
|
|
|
Year Ended December 31,
|
|
For a share outstanding throughout each year
|
|
2012
(3)
|
|
|
2011
(2)
|
|
|
2010
(2)
|
|
|
2009
(2)
|
|
|
2008
(2)
|
|
Net Asset Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
$
|
17.51
|
|
|
$
|
16.54
|
|
|
$
|
15.22
|
|
|
$
|
9.68
|
|
|
$
|
13.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.26
|
(4)
|
|
|
0.18
|
|
|
|
0.15
|
|
|
|
0.10
|
|
|
|
0.17
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
1.73
|
(4)
|
|
|
1.02
|
|
|
|
1.77
|
|
|
|
5.64
|
|
|
|
(3.66
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
1.99
|
|
|
|
1.20
|
|
|
|
1.92
|
|
|
|
5.74
|
|
|
|
(3.49
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.25
|
)
|
|
|
(0.18
|
)
|
|
|
(0.15
|
)
|
|
|
(0.10
|
)
|
|
|
(0.18
|
)
|
From net realized gains
|
|
|
(0.13
|
)
|
|
|
(0.05
|
)
|
|
|
(0.45
|
)
|
|
|
(0.10
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to shareholders
|
|
|
(0.38
|
)
|
|
|
(0.23
|
)
|
|
|
(0.60
|
)
|
|
|
(0.20
|
)
|
|
|
(0.22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
19.12
|
|
|
$
|
17.51
|
|
|
$
|
16.54
|
|
|
$
|
15.22
|
|
|
$
|
9.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return
|
|
|
11.47
|
%
|
|
|
7.30
|
%
|
|
|
12.64
|
%
|
|
|
59.31
|
%
|
|
|
(26.05
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data and Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets; end of year (000s omitted)
|
|
$
|
8,670,983
|
|
|
$
|
6,293,083
|
|
|
$
|
3,416,492
|
|
|
$
|
1,401,228
|
|
|
$
|
296,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net expenses to average net assets
|
|
|
0.76
|
%
(1)
|
|
|
0.80
|
%
|
|
|
0.85
|
%
|
|
|
0.93
|
%
|
|
|
0.95
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income to average net assets
|
|
|
1.41
|
%
(1)
|
|
|
1.28
|
%
|
|
|
1.30
|
%
|
|
|
1.43
|
%
|
|
|
1.92
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
7
|
%
|
|
|
3
|
%
|
|
|
10
|
%
|
|
|
14
|
%
|
|
|
33
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes non-routine extraordinary expenses amounting to $351,972 and represents 0.005% of average net assets.
|
(2)
|
Audited by previous independent registered public accounting firm.
|
(3)
|
At the start of business June 29, 2012, the Yacktman Fund was re-organized into a series of the Managers AMG Funds.
|
(4)
|
Per share numbers have been calculated using average shares.
|
The accompanying notes are an integral part of these financial statements.
31
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2012
1. Summary of Significant Accounting Policies
Managers AMG Funds (the Trust) is an open-end management investment company, organized as a Massachusetts business trust, and
registered under the Investment Company Act of 1940, as amended (the 1940 Act). Currently, the Trust consists of a number of different Funds, each having distinct investment management objectives, strategies, risks and policies. Included
in this report are two equity funds: Yacktman Focused Fund (Yacktman Focused) (formerly The Yacktman Focused Fund) and Yacktman Fund (Yacktman Fund) (formerly The Yacktman Fund), each a Fund and collectively the
Funds. The Funds will deduct a 2.00% redemption fee from the proceeds of any redemption (including a redemption by exchange) of shares if the redemption occurs within 60 days of the purchase of those shares. For the year ended
December 31, 2012, the Yacktman Focused and Yacktman Funds had redemption fees amounting to $381,076 and $353,413, respectively.
At the
start of business on June 29, 2012, The Yacktman Focused Fund and The Yacktman Fund, each a series of The Yacktman Funds, Inc. (the Predecessor Funds), were reorganized into a respective series of the Trust, as described above. As a
result of the reorganization, the Funds are the legal survivors, however, the accounting and performance history of the capital stock of the Predecessor Funds have been redesignated as that of Service Class shares of the Fund.
Each Fund has established three classes of shares: Service Class, Investor Class and Institutional Class. Currently, Yacktman Focused offers Service
Class shares and (effective July 24, 2012) Institutional Class shares, Yacktman offers only Service Class shares. Each class represents an interest in the same assets of the Fund and the classes are identical except for class specific expenses
related to shareholder activity. Each class has equal voting privileges except that each class has exclusive voting rights with respect to its services and/or distribution plan. Please refer to a current prospectus for additional information on each
share class.
The Funds financial statements are prepared in accordance with accounting principles generally accepted in the United
States of America (U.S. GAAP), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed
by the Funds in the preparation of their financial statements:
32
a. Valuation of Investments
Equity securities traded on a domestic or international securities exchange are valued at the last quoted sale price, or, lacking any sales, at the last quoted bid price. Over-the-counter securities are
valued at the Nasdaq Official Closing Price, if one is available. Lacking any sales, over-the-counter securities are valued at the last quoted bid price. The Funds investments are generally valued based on market quotations provided by
third-party pricing services approved by the Board of Trustees of the Funds (the Board).
Fixed-income securities are valued based
on valuations furnished by independent pricing services that utilize matrix systems, which reflect such factors as security prices, yields, maturities, and ratings, and are supplemented by dealer and exchange quotations. Short-term investments
having a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates market value.
Investments in other
open-end regulated investment companies are valued at their end of day net asset value per share.
Under certain circumstances, the value of
certain Fund investments (including derivatives) may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Pricing Committee is the committee formed by the Board to make
fair value determinations for such investments. When determining the fair value of an investment, the Pricing Committee seeks to determine the price that the Fund might reasonably expect to receive from a current sale of that investment in an
arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental analytical data
and press releases relating to the investment and its issuer; (iii) the value of comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers; and (iv) other factors,
such as future cash flows, interest rates, yield curves, volatilities, credit risks and/or default rates. The Board will be presented with a quarterly report comparing fair values determined by the Pricing Committee against subsequent market
valuations for those securities. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent
in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could
be material. Each Fund may use the fair value of a portfolio investment to calculate its Net Asset Value (NAV) when, for example, (1) market quotations are not readily available because a portfolio
33
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2012 (continued)
investment is not traded in a public market or the principal market in which the investment trades is
closed, (2) trading in a portfolio investment is suspended and has not resumed before the Fund calculates its NAV, (3) a significant event affecting the value of a portfolio investment is determined to have occurred between the time of the
market quotation provided for a portfolio investment and the time as of which the Fund calculates its NAV, (4) an investments price has remained unchanged over a period of time (often referred to as a stale price), or
(5) Managers Investment Group LLC (the Investment Manager) determines that a market quotation is inaccurate. Portfolio investments that trade primarily on foreign markets are priced based upon the market quotation of such securities
as of the close of their respective principal markets. Under certain circumstances, the Investment Manager may adjust such prices based on its determination of the impact of events occurring subsequent to the close of such markets but prior to the
time as of which the Fund calculates its NAV. The Funds may invest in securities that may be thinly traded. The Board has adopted procedures to adjust prices of thinly traded securities that are judged to be stale so that they reflect fair value. An
investment valued on the basis of its fair value may be valued at a price higher or lower than available market quotations. An investments valuation may differ depending on the method used and the factors considered in determining value
according to the Funds fair value procedures.
U.S. GAAP defines fair value as the price that a Fund would receive to sell an asset or
pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three level hierarchy for fair value measurements based upon the
transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the
assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds own assumptions about the assumptions that market
participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall
valuation.
The three-tier hierarchy of inputs is summarized below:
|
|
|
|
|
Level 1
|
|
|
|
inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies)
|
Level 2
|
|
|
|
other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active,
|
34
|
|
|
|
|
|
|
|
|
quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices
that are observable for the assets or liabilities
(such as interest rates, yield curves, volatilities, prepayment speeds, loss
severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government
securities, foreign securities utilizing
international fair value pricing, broker-quoted securities, fair valued securities
with observable inputs)
|
Level 3
|
|
|
|
inputs are significant unobservable inputs (including the Funds own assumptions used to determine the fair value of investments) (e.g., fair valued securities with
unobservable inputs)
|
Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the
fair value hierarchy. The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following is a summary of the inputs used to value the Funds net
assets as of December 31, 2012:
YACKTMAN FOCUSED FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Common Stock*
|
|
$
|
6,177,585,752
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
6,177,585,752
|
|
Corporate Bonds
|
|
|
|
|
|
|
8,760,000
|
|
|
|
|
|
|
|
8,760,000
|
|
Short-Term Investments
|
|
|
1,106,582,332
|
|
|
|
|
|
|
|
|
|
|
|
1,106,582,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments in Securities
|
|
$
|
7,284,168,084
|
|
|
$
|
8,760,000
|
|
|
$
|
|
|
|
$
|
7,292,928,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YACKTMAN FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Common Stock*
|
|
$
|
7,258,674,504
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7,258,674,504
|
|
Short-Term Investments
|
|
|
1,399,724,758
|
|
|
|
|
|
|
|
|
|
|
|
1,399,724,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments in Securities
|
|
$
|
8,658,399,262
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
8,658,399,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Please refer to the portfolio of investments to view securities by industry type.
|
The Funds did not invest in any Level 3 investments during the year. As of December 31, 2012, the Funds had no transfers between levels from the beginning of the reporting period.
b. Security Transactions
Security
transactions are accounted for as of the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.
35
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2012 (continued)
c. Investment Income and Expenses
Dividend income is recorded on the ex-dividend date. Dividend income on foreign securities is recorded net of any withholding tax. Interest income, which includes amortization of premium and accretion of
discount on debt securities, is accrued as earned. Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that
cannot be directly attributed to a Fund are apportioned among the Funds in the Trust and in some cases other affiliated funds based upon their relative average net assets or number of shareholders. Investment income, realized and unrealized capital
gains and losses, the common expenses of each Fund, and certain Fund level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund.
Total returns and net investment income for the Funds would have been lower had certain expenses not been offset. Total expenses before offsets exclude
the impact of expense reimbursements or fee waivers and expense reductions such as brokerage recapture credits, but include non-reimbursable expenses, if any, such as interest, taxes and extraordinary expenses.
d. Dividends and Distributions
Dividends from net investment income and distributions of capital gains, if any, normally will be declared and paid annually in December and when required
for Federal excise tax purposes. Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. These differences are
primarily due to differing treatments for losses deferred due to wash sales, REITs, equalization accounting for tax purposes, and market discount transactions. Permanent book and tax basis differences, if any, relating to shareholder distributions
will result in reclassifications to paid-in capital. The tax character of distributions paid during the years ended December 31, 2012 and December 31, 2011 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Yacktman
Focused Fund
|
|
|
|
2012
|
|
|
2011
|
|
Distributions paid from:
|
|
|
|
|
|
|
|
|
Ordinary income
|
|
$
|
55,428,751
|
|
|
$
|
36,428,123
|
|
Short-term capital gains
|
|
|
|
|
|
|
|
|
Long-term capital gains
|
|
|
25,694,457
|
|
|
|
12,582,248
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
81,123,208
|
|
|
$
|
49,010,371
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
Yacktman Fund
|
|
|
|
2012
|
|
|
2011
|
|
Distributions paid from:
|
|
|
|
|
|
|
|
|
Ordinary income
|
|
$
|
109,828,701
|
|
|
$
|
67,564,948
|
|
Short-term capital gains
|
|
|
4,912
|
|
|
|
|
|
Long-term capital gains
|
|
|
56,413,493
|
|
|
|
16,788,243
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
166,247,106
|
|
|
$
|
84,353,191
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012, the components of distributable earnings (excluding unrealized appreciation/depreciation)
on a tax basis consisted of:
|
|
|
|
|
|
|
|
|
|
|
Yacktman
Focused Fund
|
|
|
Yacktman Fund
|
|
Capital loss carryforward
|
|
|
|
|
|
|
|
|
Undistributed ordinary income
|
|
$
|
1,005,531
|
|
|
$
|
271,374
|
|
Undistributed short-term capital gains
|
|
|
1,906,098
|
|
|
|
|
|
Undistributed long-term capital gains
|
|
|
|
|
|
|
3,317
|
|
Post-October loss deferral
|
|
|
|
|
|
|
|
|
e. Federal Taxes
Each Fund intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its taxable income and gains to its
shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for Federal income or excise tax is included in the accompanying financial statements.
Additionally, based on each Funds understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions
in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.
Management has analyzed the
Funds tax positions taken on federal income tax returns as of December 31, 2012 and for all open tax years, and has concluded that no provision for federal income tax is required in the Funds financial statements. Additionally, the
Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
Under the Regulated Investment Company Modernization Act of 2010, post-enactment capital losses may now be carried forward for an unlimited time period. However, any new losses incurred will be required
to be utilized prior to any loss carryovers incurred in pre-enactment taxable years, which generally expire eight years following the close of the taxable year in which they were incurred. As a result of this ordering rule, pre-enactment capital
loss carryovers may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their tax
37
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2012 (continued)
character as either short-term or long-term capital losses rather than being considered all short-term
as under previous law.
f. Capital Loss Carryovers and Deferrals
As of December 31, 2012, the Funds had no accumulated net realized capital loss carryovers from securities transactions for Federal income tax purposes. Capital Loss Carryovers may be used to offset
future realized capital gains, if any, through the expiration dates listed or in the case of post-enactment losses, for an unlimited time period.
g. Capital Stock
The Trusts Declaration of Trust authorizes for each series the
issuance of an unlimited number of shares of beneficial interest, without par value, for each Fund. Each Fund records sales and repurchases of its capital stock on the trade date. The cost of securities contributed to the Funds in connection with
the issuance of shares is based on the valuation of those securities in accordance with the Funds policy on investment valuation. Dividends and distributions to shareholders are recorded on the ex-dividend date.
At December 31, 2012, certain unaffiliated shareholders of record, specifically omnibus accounts, individually or collectively held greater than 10%
of the outstanding shares of the Funds as follows: Yacktman Focused two collectively own 62%; Yacktman two collectively own 49%. Transactions by these shareholders may have a material impact on their respective Fund.
2. Agreements and Transactions with Affiliates
The Trust has entered into an Investment Management Agreement under which the Investment Manager, a subsidiary of Affiliated Managers Group, Inc. (AMG), serves as investment manager to the
Funds and is responsible for the Funds overall administration. Prior to June 29, 2012, the Predecessor Funds had a similar Investment Management Agreement with Yacktman Asset Management, Co.(Yacktman Co.). The Funds
investment portfolios are managed by Yacktman Asset Management, L.P. (Yacktman), which serves pursuant to a Subadvisory Agreement between the Investment Manager and Yacktman with respect to each of the Funds. AMG indirectly owns a
majority interest in Yacktman. Prior to June 29, 2012, Yacktman Co. served as the investment advisor to the Funds pursuant to an investment management agreement between Yacktman Co. and each of the Predecessor Funds.
Effective June 29, 2012, each Fund entered into an Administration and Shareholder Servicing Agreement under which the Investment Manager serves as
each Funds administrator (the Administrator) and is responsible for all aspects of managing the Funds operations, including administration and shareholder services to each Fund, its shareholders, and certain institutions,
such as bank trust departments, broker-dealers
38
and registered investment advisers, that advise or act as an intermediary with the Funds shareholders. For its services, the Administrator is paid a fee at a rate of 0.03% of average net
assets of each Fund for the first $300,000,000 of assets under management, 0.025% for the next $200,000,000, and 0.02% on amounts in excess of $500,000,000 per annum. Prior to June 29, 2012, the predecessor Funds participated in a similar
agreement with US Bancorp Fund Services, LLC.
The Funds are obligated by the Investment Management Agreement to pay the Investment Manager an
annual management fee. The fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the period from June 29, 2012, to December 31, 2012, the annual investment management fee rates, as a
percentage of average daily net assets, were as follows: Yacktman Focused 1.00% of average daily net assets, Yacktman Fund 0.65% on the first $500,000,000 of average daily net assets, 0.60% on the next $500,000,000 of average daily net
assets and 0.55% of average daily net assets in excess of $1,000,000,000. Prior to June 29, 2012, the Predecessor Funds paid a management fee to Yacktman Co. at the same investment management fee rates.
Under the Investment Management Agreement with the Funds, the Investment Manager provides a variety of administrative services to the Funds. The
Investment Manager receives no additional compensation from the Funds for these services. Pursuant to a Reimbursement Agreement between the Investment Manager and Yacktman, Yacktman reimburses the Investment Manager for the costs the Investment
Manager bears in providing such services to the Funds.
The Investment Manager has contractually agreed, through at least May 1, 2015, to
waive management fees and/or reimburse Fund expenses in order to limit Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursements (exclusive of taxes, interest (including interest incurred in connection with bank and custody
overdrafts), brokerage commissions and other transaction costs, and extraordinary expenses) to 1.25% of the Yacktman Focused Fund Service Class average daily net assets and 2.00% of the Yacktman Funds average daily net assets. Prior to
June 29, 2012, the Predecessor Funds had similar arrangements in place.
Each Fund is obligated to repay the Investment Manager such
amounts waived, paid, or reimbursed in future years provided that the repayment occurs within thirty-six (36) months after the waiver or reimbursement and that such repayment would not cause the Funds expenses in any such future year to
exceed the above percentages, based on each Funds average daily net assets. Prior to June 29, 2012, the Funds were not obligated to reimburse the Investment Advisor for any fees or expenses waived in previous years. For the year ended
December 31, 2012, the Yacktman Fund operated below its expense limitation and had no reimbursements. For the year ended December 31, 2012, the Yacktman
39
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2012 (continued)
Focused Funds components of reimbursement available is detailed in the following chart:
|
|
|
|
|
|
|
Yacktman Focused Fund
Service Class
|
|
Reimbursement available 12/31/11
|
|
$
|
|
|
Additional reimbursements
|
|
|
115,834
|
|
Repayments
|
|
|
|
|
Expired reimbursements
|
|
|
|
|
|
|
|
|
|
Reimbursement available 12/31/12
|
|
$
|
115,834
|
|
|
|
|
|
|
Effective June 29, 2012, the aggregate annual retainer paid to each Independent Trustee is $80,000, plus $5,000 or
$2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts receives an additional payment of $20,000 per year. The Chairman of the Audit Committee receives an additional payment of $8,000 per year.
Effective June 29, 2012, two former Directors of the Predecessor Funds were retained as advisors (the Advisors) to the Board of Trustees for a two-year period. The Advisors each receive $50,000 annually, payable by the Funds. The
Trustees fees and expenses are allocated among all of the Funds for which the Investment Manager serves as the advisor (the Managers Funds) based on the relative net assets of such Funds. The Trustees fees and expenses
shown in the financial statements represents each Funds allocated portion of the total fees and expenses paid by the Managers Funds. Prior to June 29, 2012, the Directors of the Predecessor Funds were each paid $30,000 per year. Beginning
January 1, 2013, the annual retainer paid to each Independent Trustee of the Board will be $105,000, plus $6,000 or $2,500 for each regular or special meeting attended, respectively. The Independent Chairman of the Trusts will receive an
additional payment of $25,000 per year. The Chairman of the Audit Committee will receive an additional payment of $10,000 per year.
The Funds
are distributed by Managers Distributors, Inc. (the Distributor or MDI), a wholly-owned subsidiary of the Investment Manager. MDI serves as the principal distributor and underwriter for each Fund and is a registered
broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (FINRA). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers through brokers, dealers or other financial
intermediaries who have executed selling agreements with MDI. Subject to the compensation arrangements discussed below, generally MDI bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the
payment of the expenses relating to the distribution of Prospectuses for sales purposes and any advertising or sales literature. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the
Distributor.
40
The Board has authorized Managers to enter into arrangements with one or more shareholder servicing agents
who will provide shareholder services to the shareholders of the Funds. With respect to Service Class shares, the Board has authorized certain reimbursements to Managers so long as such payments do not exceed 0.20% with respect to each financial
intermediary that services Service Class shareholder accounts and charges for such services. The actual expense and the impact on the expense ratios for the year ended December 31, 2012, was $11,140,607, or 0.18% for Yacktman Focused Service
Class shares and $10,461,033, or 0.13% for Yacktman Service Class shares.
3. Line of Credit
Prior to June 29, 2012, Predecessor Funds had established a line of credit (LOC) with U.S. Bank, N.A. to be used for temporary or
emergency purposes, primarily for financing redemption payments, using the securities in each Funds respective portfolio as collateral. The LOC matured on March 31, 2012 for each of the Predecessor Funds. For The Yacktman Focused Fund,
borrowing under the LOC was limited to the lesser of $15,000,000, 33 1/3% of the value of the assets of the Fund, or the sum of the value of certain assets of the Fund, as defined in the LOC. For The Yacktman Fund, borrowing under the LOC was
limited to the lesser of $15,000,000, or 33 1/3% of the value of unencumbered assets of the Fund. The interest rate paid by the Funds on outstanding borrowings was equal to the Prime Rate, less 0.50%, or 2.75% as of March 31, 2012. For the
period from January 1, 2012 through March 31, 2012, there were no borrowings for the Predecessor Funds.
4. Purchases and Sales
of Securities
Purchases and sales of investment securities (excluding short-term securities and U.S. Government obligations) for the year
ended December 31, 2012, for Yacktman Focused were $2,002,639,506 and $162,212,108, respectively; and for Yacktman Fund were $1,438,000,241 and $478,042,215, respectively. There were no purchases or sales of U.S. Government obligations for
either Fund for the year ended December 31, 2012.
5. Commitments and Contingencies
In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which
provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no
prior claims or losses and expect the risks of loss to be remote.
41
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2012 (continued)
6. Option Contracts Written
Yacktman Focused may use options to generate income and to hedge against losses caused by declines in the prices of stocks in its portfolio or for any other permissible purposes consistent with the
Funds investment objective. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from
writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from written options. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage
commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the
underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as a writer of an option bears the market
risk of an unfavorable change in the price of the security underlying the written option. For the year ended December 31, 2012, the Fund did not write any options.
7. New Accounting Pronouncement
In December 2011, the FASB issued ASU No. 2011-11
Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under IFRS. The new disclosure requirements mandate
that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting
arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after
January 1, 2013, and interim periods within those annual periods. Management is evaluating the impact of ASU 2011-11 on the Funds financial statements and disclosures.
8. Subsequent Events
The Funds have determined that no material events or transactions
occurred through the issuance date of the Funds financial statements which require additional disclosure in or adjustment of the Funds financial statements.
42
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of Managers AMG Funds and the Shareholders of Yacktman Focused Fund (formerly The Yacktman Focused Fund) and Yacktman Fund (formerly The Yacktman Fund):
In our opinion, the accompanying statements of assets and liabilities, including the schedules of portfolio investments, and the related statements of
operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Yacktman Focused Fund and Yacktman Fund (the Funds) at December 31, 2012, and the results of
each of their operations, the changes in each of their net assets and the financial highlights for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. These financial
statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2012 by correspondence with the custodian, provide a reasonable
basis for our opinion. The statement of changes in net assets for the period ended December 31, 2011 and the financial highlights for the periods from December 31, 2008 through December 31, 2011 were audited by another independent
registered public accounting firm whose report dated February 23, 2012 expressed an unqualified opinion on those statements and financial highlights.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 27, 2013
43
ADDITIONAL INFORMATION
(unaudited)
Yacktman Focused Fund and Yacktman Fund each hereby designates the maximum amount allowable of its net taxable income as qualified dividends as provided
in the Jobs and Growth Tax Relief Reconciliation Act of 2003. The 2012 Form 1099-DIV you receive for each Fund will show the tax status of all distributions paid to you during the year.
For the year ended December 31, 2012, 100% and 100% of the distributions paid, for Yacktman Focused Fund and Yacktman Fund, respectively, qualify for the dividends-received deduction available to
corporate shareholders.
For the year ended December 31, 2012, 100% and 100% of the distributions paid, for Yacktman Focused Fund and
Yacktman Fund, respectively, are designated as qualified dividend income.
Pursuant to section 852 of the Internal Revenue Code, Yacktman
Focused Fund and Yacktman Fund hereby designate as a capital gain distribution with respect to the taxable year ended December 31, 2012, $25,694,457 and $56,413,493, respectively, or, if subsequently determined to be different, the net capital
gains of such year.
PROXY VOTING POLICIES
AND PROCEDURES
For a description of the policies and procedures that the Funds use to
determine how to vote proxies relating to portfolio securities, please call 1-800-835-3879 and request a Statement of Additional Information. One will be mailed to you free of charge. The Statement of Additional Information is also available on the
Web site of the Securities and Exchange Commission at http://www.sec.gov. Information on how the Funds voted proxies relating to portfolio securities during the twelve month period ended June 30, is available without charge, upon request, by
calling 1-800-835-3879 or by accessing the Web site of the Securities and Exchange Commission.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Funds will file complete schedules of portfolio holdings with the Securities and Exchange Commission for the first and third quarters
of each fiscal year on Form N-Q. Each Funds Form N-Q will be available on the Web site of the Securities and Exchange Commission at http://www.sec.gov.
44
TRUSTEES AND OFFICERS
The Trustees and Officers of the Trust, their business addresses, principal occupations for the past five years and dates of birth are listed below. The Trustees provide broad supervision over the affairs
of the Trust and the Funds. The Trustees are experienced executives who meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with companies that provide services to the Funds, and review the
Funds performance. Unless otherwise noted, the address of each Trustee or Officer is the address of the Trust: 800 Connecticut Avenue, Norwalk, Connecticut 06854.
There is no stated term of office for Trustees. Trustees serve until their resignation, retirement or removal in accordance with the Trusts organizational documents and policies adopted by the Board
from time to time. The Chairman of the Trustees, President, Treasurer and Secretary of the Trust are elected by the Trustees annually. Other officers hold office at the pleasure of the Trustees.
45
TRUSTEES AND OFFICERS
(continued)
Name, Date of Birth, Number of Funds
Overseen in Fund Complex*
Independent Trustees
The following Trustees are not interested persons of the Trust within the meaning of the 1940 Act:
Bruce B. Bingham, 12/01/48
|
|
|
Oversees 37 Funds in Fund Complex
|
William E. Chapman, II, 9/23/41
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Oversees 37 Funds in Fund Complex
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Edward J. Kaier, 9/23/45
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Oversees 37 Funds in Fund Complex
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Steven J. Paggioli, 4/3/50
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Oversees 37 Funds in Fund Complex
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Eric Rakowski, 6/5/58
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Oversees 37 Funds in Fund Complex
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Thomas R. Schneeweis, 5/10/47
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Oversees 37 Funds in Fund Complex
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*
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The Fund Complex consists of Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II.
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46
Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Partner, Hamilton Partners (real estate development firm) (1987-Present).
President and Owner,
Longboat Retirement Planning Solutions (1998-Present); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009); Trustee of Bowdoin College (2002-Present); Director of Harding, Loevner Funds, Inc. (6
portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).
Attorney at Law and Partner, Teeters Harvey Gilboy & Kaier LLP (2007-Present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007); Trustee of Third Avenue
Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).
Independent
Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990-2001); Vice President, Secretary and Director,
First Fund Distributors, Inc. (1991-2001); Trustee, Professionally Managed Portfolios (38 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel (2008 Present); Trustee of Aston
Funds (26 portfolios).
Professor, University of California at Berkeley School of Law (1990-Present); Director of Harding, Loevner Funds, Inc.
(6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of Aston Funds (26 portfolios).
Professor of Finance, University of Massachusetts (1977-Present); Director, CISDM at the University of Massachusetts, (1996-Present); President, Alternative Investment Analytics, LLC, (formerly Schneeweis
Partners, LLC) (2001-Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010); Trustee of
Aston Funds (26 portfolios).
47
TRUSTEES AND OFFICERS
(continued)
Name, Date of Birth, Number of Funds Overseen in Fund Complex*
Interested Trustees
Each Trustee in the following table is an interested
person of the Trust within the meaning of the 1940 Act. Ms. Carsman is an interested person of the Trust within the meaning of the 1940 Act by virtue of her position with, and interest in securities of, AMG, and her former position as
Chief Legal Officer of the Trust.
Christine C. Carsman, 4/2/52
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Oversees 37 Funds in Fund Complex
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Officers
Keitha L. Kinne, 5/16/58
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Chief Operating Officer since 2007
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Lewis Collins, 2/22/66
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Chief Legal Officer since 2011
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Donald S. Rumery, 5/29/58
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Chief Financial Officer since 2007
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John J. Ferencz, 3/09/62
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Chief Compliance Officer since 2010
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Michael S. Ponder, 9/12/73
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Assistant Secretary since 2011
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48
Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Senior Vice President and Deputy General Counsel, Affiliated Managers Group, Inc. (2011-Present); Senior Vice President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2007-2011); Vice
President and Chief Regulatory Counsel, Affiliated Managers Group, Inc. (2004-2007); Secretary and Chief Legal Officer, Managers AMG Funds, The Managers Funds, Managers Trust I and Managers Trust II (2004-2011); Senior Counsel, Vice President and
Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004).
Managing Partner and Chief Operating Officer,
Managers Investment Group LLC (2007-Present); Chief Investment Officer, Managers Investment Group LLC (2008-Present); President, Managers Distributors, Inc. (2012-Present); Chief Operating Officer, The Managers Funds, Managers Trust I and Managers
Trust II (2007-Present); Managing Director, Legg Mason & Co., LLC (2006-2007); Managing Director, Citigroup Asset Management (2004-2006).
Senior Vice President and Senior Counsel,
Affiliated Managers Group, Inc. (2010-Present); Vice President and Senior Counsel, Affiliated Managers Group, Inc. (2006-2010); Senior Counsel, Affiliated Managers Group, Inc. (2002-2006); Attorney, Ropes & Gray LLP (1998-2002).
Senior Vice President, Managers Investment Group LLC (2005-Present); Treasurer, The Managers Funds (1995-Present); Treasurer, Managers Trust I and Managers Trust II (2000-Present); Chief Financial
Officer, The Managers Funds, Managers Trust I and Managers Trust II (2007-Present); Treasurer and Chief Financial Officer, Managers Distributors, Inc. (2000-2012); Vice President, The Managers Funds LLC, (1994-2004).
Vice President, Legal and Compliance, Managers Investment Group LLC (2010-Present); Senior Compliance Analyst, Mutual Funds and Regulatory, GE Asset Management Incorporated (2005-2010).
Senior Vice President and Counsel, Managers Investment Group LLC (2011-Present); Attorney, DeNovo Legal (2009-2010); Vice President, Credit Suisse (2007-2009); Associate, Willkie Farr & Gallagher
LLP (2006-2007).
49
TRUSTEES AND OFFICERS
(continued)
Name, Date of Birth, Number of Funds Overseen in Fund Complex*
Matthew B. Wallace, 11/24/80
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Anti-Money Laundering Compliance Officer since 2012
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50
Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee
Senior Associate, Legal and Compliance, Managers Investment Group LLC (2012-Present); Associate, Legal and Compliance, Managers Investment Group LLC (2010-2012); Compliance Specialist, Calamos Advisors
LLC (2007-2010).
51
PRIVACY POLICY
We collect the following nonpublic personal
information about you:
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Information we receive from you on or in applications or other forms, correspondence or conversations.
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Information about your transactions with us, our affiliates or others.
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We do not disclose any nonpublic personal information about our current or former shareholders to anyone, except as permitted by law. For example, we are permitted by law to disclose all of the
information we collect, as described above, to our transfer agent to process your transactions. Furthermore, we restrict access to your nonpublic personal information to those persons who require such information to provide products or services to
you. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.
In the event that you hold shares of the Fund(s) through a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of your financial intermediary
may govern how your nonpublic personal information would be shared with nonaffiliated third parties.
52
(This Page Intentionally Left Blank.)
53
For Fund information and
shareholder services, call
1-800-457-6033
Web site: www.managersinvest.com
Managers
c/o U.S. Bancorp Fund
Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
This report is
submitted for the general information of shareholders of the Yacktman Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by an effective Prospectus for the Funds, which contains more information
concerning the Funds investment policies, as well as fees and expenses and other pertinent information. Read the Prospectus carefully.
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AR071-1212
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