N-CSRS 1 fp0056818_ncsrs.htm

As filed with the U.S. Securities and Exchange Commission on August 28, 2020.

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-21399

 

The Aegis Funds

(Exact name of registrant as specified in charter)

 

6862 Elm Street, Suite 830, McLean, VA 22101
(Address of principal executive offices) (Zip code)

 

Scott L. Barbee

6862 Elm Street, Suite 830, McLean, VA 22101
(Name and address of agent for service)

 

(703) 528-7788

Registrant's telephone number, including area code

 

Date of fiscal year end: December 31, 2020

 

Date of reporting period: June 30, 2020

 

 

 

Item 1. Reports to Stockholders.

 

AEGIS Value Fund

Class I (AVALX)

 

SEMI-ANNUAL REPORT

June 30, 2020

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund (or from your financial intermediary, such as a broker-dealer or bank). Instead, the reports will be made available on the Fund’s website (www.aegisfunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund (or your financial intermediary) electronically by contacting your financial intermediary or, if you are a direct investor, by calling 1-800-528-3780.

 

You may elect to receive all future reports in paper free of charge. You can inform the Fund (or your financial intermediary) that you wish to continue receiving paper copies of your shareholder reports by contacting your financial intermediary or, if you are a direct investor, by calling 1-800-528-3780.

 

 

Portfolio Manager’s Letter
Period Ended June 30, 2020
(Unaudited)

 

August 13, 2020

 

To the Shareholders of the Aegis Funds:

 

We are pleased to present the Aegis Value Fund’s Semi-Annual Report for the six months ended June 30, 2020.

 

If at any time you would like further information about the Fund, please go to our website at www.aegisfunds.com for a more detailed look at our market commentary and the Fund’s performance record. We will briefly review the objective and strategy of the Fund.

 

The Aegis Value Fund seeks to achieve long-term, capital appreciation. Our strategy is to invest in a well-researched portfolio of small-cap equities trading at a fraction of their intrinsic worth. We believe the equity markets are often inefficient, and we employ a contrarian, company-focused approach, selecting each stock individually on its own merit. We purchase shares in companies when we judge share prices to be significantly undervalued relative to our assessment of fundamental value, focusing on stocks trading at low price-to-book or price-to- future cash flow ratios, segments of the market where academic research shows historical returns have significantly outpaced the overall market. We often invest in companies when they are misunderstood, out of favor, or neglected, and generally hold these companies until share prices reach our estimate of intrinsic value.

 

     

Annualized

 

Three
Month

Six
Month

One
Year

Three
Year

Five
Year

Ten
Year

Since
Inception*

Aegis Value Fund (AVALX)

47.20%

-9.77%

0.55%

4.56%

6.87%

8.27%

8.82%

S&P SmallCap 600 Pure Value Index (Launched 12/16/05)**

36.06%

-32.47%

-23.74%

-9.36%

-4.70%

5.78%

N/A

S&P 500 Index

20.54%

-3.08%

7.51%

10.73%

10.73%

13.99%

6.76%

 

 

*

May 15, 1998

**

The S&P SmallCap 600 Pure Value Index performance prior to December 16, 2005 cannot be shown since it relies on back-tested data.

 

Performance data quoted represents past performance. Past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please call 800-528-3780 to obtain performance data current to the most recent month-end. The Aegis Value Fund Class I has an annualized gross expense ratio of 1.63% and net annualized expense ratio, after fee waivers, of 1.50%. Please refer to the Fund’s most recent financial highlights table in this Semi-Annual Report, which contains a more recent net expense ratio. Under the waiver, the Advisor has contractually agreed to limit certain fees and/or reimburse certain of the Fund’s expenses through April 30, 2021.

 

 

 

2

 

 

Aegis Value Fund

Class I

Net Assets.

$96.3 Million

NAV / Share

$17.09

Net Expense Ratio^

1.50%

Management Fee

1.20%

Distribution Fee (12b-1)

None

Redemption Fee

None

Income & capital gain distributions per share

None

 

 

^

As reported in the Fund’s Prospectus dated April 30, 2020.

 

From inception of the Aegis Value Fund’s Class I shares on May 15, 1998 through June 30, 2020, the Fund Class I shares have posted a cumulative gain of 548.42%. During the same period the S&P 500 Index of large cap stocks posted a cumulative gain of 325.58%. For the six-month period ending June 30, 2020 the Fund Class I shares lost 9.77%, outperforming the S&P SmallCap 600 Pure Value Index, which decreased 32.47%, while the S&P 500 Index lost 3.08% over the same period.

 

Fund performance was most positively impacted by Equinox Gold (EQX.TO), Minera Alamos Inc. (MAI.TO), and Alaska Communications Systems Group Inc. (ALSK), which contributed an estimated 6.3%, 4.0%, and 3.0% to Fund returns in the first half of 2020. HighPoint Resources Corporation (HPR), Sundance Energy Inc. (SNDE), and Penn Virginia Corp. (PVAC) most negatively impacted first half performance, costing the Fund an estimated 4.1%, 3.7%, and 3.4%.

 

A more in-depth review of the Fund’s performance, outlook and general market commentary can be found in the first half 2020 Manager’s Letter. For those of you who do not automatically receive our manager’s letters in the mail from your broker, they are available on our website at www.aegisfunds.com or by calling us at 800-528-3780. However, please be aware that these manager’s letters are not a part of the SEC-mandated Semi-Annual Report contained in this booklet. We thank you for your continued interest.

 

Aegis Financial Corporation

 

 

Scott L. Barbee, CFA
Portfolio Manager

 

3

 

 

Must be preceded or accompanied by Prospectus.

 

Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice.

 

Any recommendation made in this report may not be suitable for all investors. This presentation does not constitute a solicitation or offer to purchase or sell any securities.

 

Mutual fund investing involves risk. Principal loss is possible. Investments in foreign securities involve greater volatility and political, economic and currency risks and differences in accounting methods. Investments in small and mid-cap companies involve additional risks such as limited liquidity and greater volatility. Investment concentration in a particular sector involves risk of greater volatility and principal loss. Value stocks may fall out of favor with investors and underperform growth stocks during given periods.

 

S&P SmallCap 600 Pure Value Index: An index that seeks to measure stocks that exhibit strong value characteristics, and weights them by score. Constituents are drawn from the S&P SmallCap 600 Index, a market capitalization weighted index that seeks to measure the small-cap segment of the U.S. equity market.

 

S&P 500 Index: An index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500 is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. One cannot invest directly in an index.

 

Price-to-Book: A ratio used to compare a stock’s market value to its book value. It is calculated by dividing the current closing price of the stock by the latest quarter’s book value per share.

 

Price-to-Future Cash Flow: A measure of the market’s expectations of a firm’s future financial health. Because this measure deals with cash flow, the effects of depreciation and other non-cash factors are removed.

 

An investment cannot be made directly in an index.

 

Fund holdings, sector allocations, and geographic allocations are subject to change and are not a recommendation to buy or sell any security. Please see the schedule of portfolio investments provided in this report for the complete listing of Fund holdings.

 

Quasar Distributors, LLC is the distributor for the Aegis Value Fund. No other products mentioned in the commentary are distributed by Quasar.

 

4

 

 

About Your Fund’s Expenses
June 30, 2020

(Unaudited)

 

Important Note

 

As a shareholder of the Fund, you incur ongoing costs, including advisory fees and other Fund expenses. Class I shares of the Fund charge no sales load. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, January 1, 2020 – June 30, 2020, for the Aegis Value Fund Class I.

 

Actual expenses

 

The table below provides information about actual account values and actual expenses.

 

Hypothetical example for comparison purposes

 

The below table also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional cost, such as sales charges (loads), or redemption fees (if applicable). Therefore, the hypothetical section of the tables is useful in comparing ongoing cost only and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your cost would have been higher.

 

 

 

Actual

Hypothetical
(
5% annual return
before expenses)

 

Beginning
Account
Value

1/1/20

Ending
Account
Value
(1)
6/30/20

Expenses
Paid
During
Period

Ending
Account
Value
6/30/20

Expenses
Paid
During
Period

Aegis Value Fund

$1,000.00

$902.30

$7.10 (2)

$1,017.40

$7.52 (2)

 

 

(1)

The ending account value is based on the actual total return of the Fund for the period January 1, 2020 to June 30, 2020 after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s actual expense ratio and a hypothetical annual return of 5% before expenses.

(2)

Expenses are equal to the Fund’s annualized expense ratio (1.50%) multiplied by the average account value over the period, multiplied by 182/366 (to reflect the period between 1/1/2020 – 6/30/2020).

 

 

 

5

 

 

Key Statistics (Unaudited)

 

Result of a $10,000 Investment in Aegis Value Fund*
(assumes investment made on June 30, 2010)

 

 

 

*

Effective November 30, 2019, the primary benchmark changed from the Russell 2000 Value Index to the S&P SmallCap 600 Pure Value Index as the Advisor has determined that the S&P SmallCap 600 Pure Value Index is more closely aligned with the Fund’s principal investment strategies and portfolio holdings.

 

6

 

 

Aegis Value Fund

Portfolio Characteristics

June 30, 2020

(Unaudited)

 

Industry Breakdown

 

 

% of the Fund’s Net Assets

Common Stocks

   

89.0%

Communication Services

 

6.3%

 

Diversified Telecommunication Services

6.3%

   

Consumer Discretionary

 

1.2%

 

Hotels, Restaurants & Leisure

0.2%

   

Textiles, Apparel & Luxury Goods

1.0%

   

Energy

 

6.3%

 

Energy Equipment & Services

4.6%

   

Oil, Gas & Consumable Fuels

1.7%

   

Financials

 

8.7%

 

Banks

1.0%

   

Consumer Finance

3.7%

   

Diversified Financial Services

2.1%

   

Insurance

1.9%

   

Industrials

 

1.7%

 

Trading Companies & Distributors

1.7%

   

Materials

 

64.8%

 

Metals & Mining

     

Diversified Metals & Mining

8.4%

   

Gold, Silver & Precious Metals & Minerals

43.0%

   

Mining Services

4.7%

   

Steel

1.2%

   

Paper & Forest Products

7.5%

   

Contingent Value Right

   

0.2%

Energy

 

0.2%

 

Energy Equipment & Services

0.2%

   

Warrants

   

0.2%

Materials

 

0.2%

 

Gold, Silver & Precious Metals & Minerals

0.2%

   

Other Assets in Excess of Liabilities

   

10.6%

Total Net Assets

   

100.0%

 

 

7

 

 

Aegis Value Fund

Schedule of Portfolio Investments

June 30, 2020 (Unaudited)

 

 

Country

 

Shares

   

Value

 

Common Stocks — 89.0%

                 

Communication Services — 6.3%

                 

Diversified Telecommunication Services — 6.3%

                 

Alaska Communications Systems Group, Inc.

      2,181,044     $ 6,085,113  

Total Communication Services

              6,085,113  

Consumer Discretionary — 1.2%

                 

Hotels, Restaurants & Leisure — 0.2%

                 

Luby’s, Inc. (1)

      169,209       245,353  

Textiles, Apparel & Luxury Goods — 1.0%

                 

Delta Apparel, Inc. (1)

      77,770       942,572  

Total Consumer Discretionary

              1,187,925  

Energy — 6.3%

                 

Energy Equipment & Services — 4.6%

                 

AKITA Drilling Ltd. - Class A (3)

CAD

    3,317,154       1,001,792  

Deep Down, Inc. (1)(3)

      766,584       276,584  

Exterran Corp. (1)

      188,832       1,017,804  

Geospace Technologies Corp. (1)

      246,755       1,855,598  

Wolverine Energy & Infrastructure, Inc. (1)(4)

CAD

    970,507       262,715  
                4,414,493  

Oil, Gas & Consumable Fuels — 1.7%

                 

Ardmore Shipping Corp.

      119,763       519,771  

International Seaways, Inc.

      38,519       629,401  

Penn Virginia Corp. (1)

      53,914       513,800  
                1,662,972  

Total Energy

              6,077,465  

Financials — 8.7%

                 

Banks — 1.0%

                 

Bank of Cyprus Holdings PLC (1)(4)

EUR

    1,315,577       966,994  

Consumer Finance — 3.7%

                 

EZCORP, Inc. (1)

      565,226       3,560,924  

Diversified Financial Services — 2.1%

                 

Jefferies Financial Group, Inc.

      128,854       2,003,680  

Insurance — 1.9%

                 

Conifer Holdings, Inc. (1)(3)

      740,071       1,798,372  

Total Financials

              8,329,970  

Industrials — 1.7%

                 

Trading Companies & Distributors — 1.7%

                 

Fly Leasing Ltd. - ADR (1)(2)

      193,808       1,591,164  

Total Industrials

              1,591,164  

 

 

The accompanying notes are an integral part of these financial statements.

 

8

 

 

Aegis Value Fund

Schedule of Portfolio Investments

June 30, 2020 (Unaudited)

 

 

Country

 

Shares

   

Value

 

Materials — 64.8%

                 

Metals & Mining — 57.3%

                 

Diversified Metals & Mining — 8.4%

                 

Amerigo Resources Ltd. (1)(3)

CAD

    17,032,738     $ 4,579,368  

Base Resources Ltd. (1)(4)

AUD

    405,683       50,702  

Kenmare Resources PLC (4)

GBP

    1,024,278       2,538,800  

Solitario Zinc Corp. (1)

      620,433       195,374  

Trevali Mining Corp. (1)

CAD

    10,174,399       674,496  
                8,038,740  

Gold, Silver & Precious Metals & Minerals — 43.0%*

                 

Alio Gold, Inc. (1)

CAD

    2,831,097       3,565,981  

Dundee Precious Metals, Inc.

CAD

    962,850       6,340,512  

Equinox Gold Corp. (1)(7)

CAD

    1,054,409       11,789,871  

GoldQuest Mining Corp. (1)

CAD

    2,849,300       346,298  

Lion One Metals Ltd. (1)(7)

CAD

    2,456,228       3,111,898  

Orezone Gold Corp. (1)

CAD

    3,343,071       2,117,738  

Minera Alamos, Inc. (1)(7)

CAD

    18,954,538       7,678,989  

Mundoro Capital, Inc. (1)(7)

CAD

    1,851,852       163,688  

Roxgold, Inc. (1)

CAD

    3,830,789       4,317,256  

Superior Gold, Inc. (1)

CAD

    3,215,639       1,989,641  
                41,421,872  

Mining Services — 4.7%

                 

Geodrill Ltd. (1)(3)

CAD

    3,956,698       4,546,589  

Steel — 1.2%

                 

Universal Stainless & Alloy Products, Inc. (1)

      136,402       1,173,057  

Total Metals & Mining

              55,180,258  

Paper & Forest Products — 7.5%

                 

Conifex Timber, Inc. (1)

CAD

    1,449,913       726,238  

Mercer International, Inc.

      437,292       3,568,303  

Resolute Forest Products, Inc. (1)

      1,351,048       2,850,711  

Total Paper & Forest Products

              7,145,252  

Total Materials

              62,325,510  
                   

Total Common Stocks (Cost $90,959,863)

              85,597,147  
                   

Contingent Value Right — 0.2%

                 

Energy — 0.2%

                 

Energy Equipment & Services — 0.2%

                 

Aveda Transportation & Energy Services, Inc. (1)(5)(6)

CAD

    1,798,280       238,428  

Total Contingent Value Right (Cost $0)

              238,428  

 

 

The accompanying notes are an integral part of these financial statements.

 

9

 

 

Aegis Value Fund

Schedule of Portfolio Investments

June 30, 2020 (Unaudited)

 

 

Country

 

Shares

   

Value

 

Warrants — 0.2%

                 

Materials — 0.2%

                 

Gold, Silver & Precious Metals & Minerals — 0.2%

                 

Lion One Metals Ltd., Exercise Price: $1.20, 05/19/2021 (Acquired 11/18/2019; Cost $0) (1)(5)(6)(7)

CAD

    500,000     $ 191,515  

Mundoro Capital, Inc., Exercise Price: $0.20, 01/08/2022 (Acquired 12/17/2019; Cost $0) (1)(5)(6)(7)

CAD

    925,926       32,328  

Total Warrants (Cost $0)

              223,843  
                   

Total Investments — 89.4% (Cost $90,959,863)

              86,059,418  

Other Assets in Excess of Liabiliies — 10.6%

              10,208,891  

Net Assets — 100.0%

            $ 96,268,309  

 

 

Percentages are stated as a percent of net assets.

 

(1)

Non-income producing security.

(2)

Foreign security denominated in U.S. Dollars.

(3)

Affiliated Company - The fund is owner of more than 5% of the outstanding voting securities. See affiliated table below for additional information.

(4)

Level 2 Securities.

(5)

Level 3 Security which was fair valued in accordance with the policies and procedures approved by the Board of Trustees. As of June 30, 2020, the value of these securities was $462,271 which represents 0.4% of total net assets.

(6)

Illiquid Security. As of June 30, 2020, the value of these securities was $462,271, which represents 0.4% of total net assets.

(7)

144A Security.

 

*

Per the Fund’s Statement of Additional Information, the Fund may not invest more than 25% of its assets in any one industry. As of June 30, 2020, the Gold, Silver, and Precious Metals & Minerals industry was over the 25% industry limitation but was due to market appreciation.

 

 

The accompanying notes are an integral part of these financial statements.

 

10

 

 

Aegis Value Fund

Schedule of Portfolio Investments

June 30, 2020 (Unaudited)

 

ADR - American Depository Receipt

AUD - Australian Dollar

CAD - Canadian Dollar

EUR - Euro

GBP - British Pound

 

For purposes of this report, the securities in the portfolio have been organized by their respective GICS code. The fund does not rely exclusively on GICS Industry classifications for purposes of its industry concentration policy. For example, within the Metals & Mining sector, the Fund utilizes the GICS Sub-Industry classifications, or aggregates thereof as shown above, for purposes of determining compliance with its industry concentration policy. In addition, in cases where a holding has been judged to be misclassified by GICS, or has not been classified by GICS, the Fund uses a Fund-determined GICS framework classification.

 

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. Bank Global Fund Services.

 

The accompanying notes are an integral part of these financial statements.

 

11

 

 

Aegis Value Fund

Statement of Assets and Liabilities

June 30, 2020 (Unaudited)

 

Assets

       

Investments in unaffiliated securities, at value (cost $68,912,743)

  $ 73,856,713  

Investments in affiliated securities*, at value (cost $22,047,120)

    12,202,705  

Total investments in securities, at value (cost $90,959,863)

    86,059,418  

Cash

    10,392,267  

Interest and dividends receivable

    44,792  

Receivable for Fund shares sold

    31,822  

Receivable for investment securities sold

    25,858  

Prepaid assets

    44,641  

Total Assets

    96,598,798  

Liabilities

       

Payable for investment securities purchased

    95,737  

Payable to Investment Adviser

    90,056  

Payable for Fund shares redeemed

    30,393  

Foreign currency payable

    26,060  

Accrued Trustee and chief compliance officer fees

    16,788  

Other payables

    71,455  

Total Liabilities

    330,489  

Net Assets

  $ 96,268,309  

Net Assets consist of:

       

Paid-in capital

    114,559,814  

Total distributable earnings (deficit)

    (18,291,505 )

Net Assets

  $ 96,268,309  
         

Net Assets

  $ 96,268,309  

Authorized (Par value $0.001 per share)

    100,000,000  

Outstanding shares

    5,632,443  

Net asset value, redemption, and offering price per share

  $ 17.09  

 

 

*

Please refer to Note 7 for additional details.

 

The accompanying notes are an integral part of these financial statements.

 

12

 

 

Aegis Value Fund

Statement of Operations

For the Six Months Ended June 30, 2020

(Unaudited)

 

Investment Income

       

Dividends from unaffiliated companies#

  $ 139,517  

Dividends from affiliated companies (Note 7)

    234,923  

Interest income

    20,374  

Total investment income

    394,814  

Expenses

       

Investment advisory fees (Note 3)

    534,287  

Fund servicing fees

    58,100  

Transfer agent & custody fees

    44,923  

Director & chief compliance officer fees

    29,231  

Registration fees

    20,593  

Legal fees

    15,799  

Audit fees

    11,648  

Insurance fees

    11,285  

Printing and postage fees

    8,859  

Gross Expenses

    734,725  

Expenses waived (Note 3)

    (66,812 )

Net Expenses

    667,913  

Net Investment Loss

    (273,099 )

Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions

       

Net realized gain (loss) from:

       

Investments in unaffiliated securities

    (22,060,559 )

Investments in affiliated securities (Note 7)

    2,565,730  

Investments in foreign currency

    58,690  

Net realized loss on investments and foreign currency

    (19,436,139 )

Change in unrealized appreciation (depreciation) on:

       

Investments in unaffiliated companies

    11,235,185  

Investments in affiliated companies (Note 7)

    (4,186,810 )

Investments in foreign currency

    (9,161 )

Net change in unrealized appreciation (depreciation) on investments and foreign currency

    7,039,214  

Net Realized and Unrealized Loss on Investments and Foreign Currency

    (12,396,925 )

Net Decrease in Net Assets Resulting from Operations

  $ (12,670,024 )

 

 

#

Net of foreign taxes withholding of $5,864.

 

The accompanying notes are an integral part of these financial statements.

 

13

 

 

Aegis Value Fund

Statements of Changes in Net Assets

 

   

Six Months
Ended
June 30, 2020
(Unaudited)

   

Year Ended
December 31,
2019

 

Operations:

               

Net investment loss

  $ (273,099 )   $ (1,271,933 )

Net realized gain (loss) on investments and foreign currency transactions

    (19,436,139 )     11,165,357  

Net change in unrealized appreciation on investments and foreign currency transactions

    7,039,214       14,472,560  

Net increase (decrease) in net assets resulting from operations

    (12,670,024 )     24,365,984  

Distributions

               

Net dividends and distributions to shareholders - Class A

           

Net dividends and distributions to shareholders - Class I

          (2,684,288 )

Net decrease in assets resulting from distributions paid

          (2,684,288 )

Capital Share Transactions

               

Subscriptions - Class A

          462,052  

Subscriptions - Class I

    2,152,452       5,758,944  

Distributions reinvested - Class A

           

Distributions reinvested - Class I

          2,078,927  

Redemptions - Class A

          (444,468 )

Redemptions - Class I

    (8,328,085 )     (12,787,437 )

Conversion of Class A into Class I*

          (776,829 )

Conversion of Class A into Class I*

          776,829  

Net decrease in net assets resulting from capital share transactions

    (6,175,633 )     (4,931,982 )

Total Increase (Decrease) in Net Assets

    (18,845,657 )     16,749,714  
                 

Net Assets

               

Beginning of Period

    115,113,966       98,364,252  

End of Period

  $ 96,268,309     $ 115,113,966  

 

 

*

Effective at the close of business on December 13, 2019, Class A shares were converted into Class I shares and Class A shares were terminated.

 

The accompanying notes are an integral part of these financial statements.

 

14

 

 

Aegis Value Fund

Statements of Changes in Net Assets

 

   

Six Months
Ended
June 30, 2020
(Unaudited)

   

Year Ended
December 31,
2019

 

Share Information — Class A*

               

Subscriptions

          27,243  

Distributions reinvested

           

Redemptions

          (25,773 )

Conversion into Class I*

          (43,593 )

Net decrease in shares

          (42,123 )

Beginning shares

          42,123  

Ending shares

           
                 

Share Information — Class I

               

Subscriptions

    145,475       335,303  

Distributions reinvested

          113,355  

Redemptions

    (590,983 )     (742,083 )

Conversion from Class A*

          43,253  

Net decrease in shares

    (445,508 )     (250,172 )

Beginning shares

    6,077,951       6,328,123  

Ending shares

    5,632,443       6,077,951  

 

 

*

Effective at the close of business on December 13, 2019, Class A shares were converted into Class I shares and Class A shares were terminated.

 

The accompanying notes are an integral part of these financial statements.

 

15

 

 

Aegis Value Fund

Financial Highlights

 

The table below sets forth financial data for a share outstanding in Class I throughout each period:

 

   

For the
Six Months
Ended
June 30,

   

Years Ended December 31,

 
   

2020

   

2019

   

2018

   

2017

   

2016

   

2015

 
   

(Unaudited)

                                         

Per Share Data

                                               

Net asset value, beginning of period

  $ 18.94     $ 15.44     $ 19.67     $ 16.76     $ 9.96     $ 13.12  

Income from investment operations:

                                               

Net investment loss(1)

    (0.05 )     (0.20 )     (0.11 )     (0.22 )     (0.15 )     (0.05 )

Net realized and unrealized gain (loss) on investments

    (1.80 )     4.15       (3.17 )     3.13       7.19       (3.11 )

Total from investment operations

    (1.85 )     3.95       (3.28 )     2.91       7.04       (3.16 )

Less distributions to shareholders from:

                                               

Net investment income

          (0.05 )                 (0.24 )     (2) 

Net realized capital gains

          (0.40 )     (0.95 )                  

Total distributions

          (0.45 )     (0.95 )           (0.24 )      

Net asset value, end of period

  $ 17.09     $ 18.94     $ 15.44     $ 19.67     $ 16.76     $ 9.96  

Total investment return

    (9.77 )%(5)     25.66 %     (17.02 )%(3)     17.36 %(3)     70.81 %(3)     (24.00 )%

Ratios (to average net assets)/Supplemental data:

                                               

Expenses after waiver

    1.50 %(6)     1.50 %     1.50 %     1.50 %     1.50 %     1.50 %

Expenses before waiver

    1.65 %(6)     1.63 %     1.52 %     1.53 %     1.50 %     1.53 %

Net investment loss

    (0.61 )%(6)     (1.18 )%     (0.57 )%(4)     (1.31 )%     (1.10 )%     (0.42 )%

Portfolio turnover

    30 %(5)     30 %     62 %     15 %     37 %     30 %

Net assets at end of period (000’s)

  $ 96,268     $ 115,114     $ 97,720     $ 130,086     $ 138,840     $ 103,529  

 

 

(1)

Per share net investment loss was calculated prior to tax adjustments, using average shares method.

(2)

Less than 0.01 per share.

(3)

Includes adjustments made to the NAV in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(4)

Resolute Forest Products, Inc. paid a special dividend on December 6, 2018 in the amount of $611,550. The net investment loss excluding this special dividend would have been (1.04)% .

(5)

Not annualized

(6)

Annualized

 

The accompanying notes are an integral part of these financial statements.

 

16

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

1. The Organization

 

The Aegis Funds (comprised of the Aegis Value Fund) (the “Fund”) is registered under the Investment Company Act of 1940 (the “1940 Act”) as a diversified open- end management investment company. Prior to December 13, 2019, the shares of the Aegis Funds were issued in multiple series, with each series, in effect, representing a separate fund. Effective at the close of business on December 13, 2019, Class A shares were converted into Class I shares and Class A shares were terminated.

 

The Fund’s principal investment goal is to seek long-term capital appreciation by investing primarily in common stocks that are believed to be significantly undervalued relative to the market based on a company’s book value, revenues, or cash flow.

 

The Fund currently offers Class I shares. The Fund’s Class A shares commenced operations February 26, 2014 and were converted into Class I shares at the close of business on December 13, 2019. The Fund’s Class I commenced operations May 15, 1998. Each share class represents an equal pro rata interest in the Fund and provides the shareholder equal voting rights regarding any matters relating solely to that particular class. The Fund’s Class A were previously subject to a 3.75% front end sales load and 1.00% contingent deferred sales charge for redemptions made within 2 years of purchase date.

 

2. Summary of Significant Accounting Policies

 

As an investment company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, the Fund follows accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services – Investment Companies”.

 

Security valuation. Investments in securities are valued based on market quotations or on data furnished by an independent pricing service. Investments in securities traded on a national securities exchange (or reported on the NASDAQ National Market) are stated at the last reported sales price or a market’s official close price on the day of valuation; other securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are stated at the last close price, or the average of bid and ask price for NASDAQ National Market securities. Short- term (less than 60 days maturity) notes are stated at amortized cost, which is equivalent to value. Restricted securities, securities for which market quotations are not readily available, and securities with market quotations that Aegis Financial Corporation (the “Advisor”) does not believe are reflective of market value are valued at fair value as determined by the Advisor under the supervision of the Board of Trustees (the “Board”). In determining fair value, the Board procedures consider all relevant qualitative and quantitative factors available. These factors are subject to change over

 

17

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

2. Summary of Significant Accounting Policies (continued)

 

time and are reviewed periodically. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. Where a security is traded in more than one market, which may include foreign markets, the securities are generally valued on the market considered by the Advisor to be the primary market. The Fund will value its foreign securities in U.S. dollars on the basis of the then-prevailing currency exchange rates.

 

In accordance with accounting principles generally accepted in the United States of America (“GAAP”), fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. GAAP establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:

 

 

Level 1 – quoted prices in active markets for identical securities. An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value.

 

 

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.), quoted prices for identical or similar assets in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. An adjustment to any observable input that is significant to the fair value may render the measurement a Level 3 measurement.

 

 

Level 3 – significant unobservable inputs, including the Fund’s own assumptions in determining the fair value of investments.

 

18

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

2. Summary of Significant Accounting Policies (continued)

 

Common stocks, preferred stocks and warrants. Securities traded or dealt in one or more domestic securities exchanges, excluding the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”), and not subject to restrictions against resale shall be valued on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities at the last quoted sales price or in the absence of a sale, at the mean of the last bid and asked prices. Securities traded or dealt in the NASDAQ and not subject to restrictions against resale shall be valued in accordance with the NASDAQ Official Closing Price. Securities traded on the NASDAQ Stock Market for which there were no transactions on a particular day are valued at the mean of the last bid and asked prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Stocks traded on inactive markets or valued by reference to similar instruments are categorized in Level 2.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund’s investments as of June 30, 2020:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

Common Stocks

                               

Communication Services

  $ 6,085,113     $     $     $ 6,085,113  

Consumer Discretionary

    1,187,925                   1,187,925  

Energy

    5,814,750       262,715             6,077,465  

Financials

    7,362,976       966,994             8,329,970  

Industrials

    1,591,164                   1,591,164  

Materials

    59,736,008       2,589,502             62,325,510  

Contingent Value Right

                               

Energy

                238,428       238,428  

Warrants

                               

Materials

                223,843       223,843  

Total

  $ 81,777,936     $ 3,819,210     $ 462,271     $ 86,059,418  

 

When market quotations are not readily available, any security or other asset is valued at its fair value as determined in good faith under procedures approved by the Board. If events occur that will affect the value of the Fund’s portfolio securities before the net asset value (“NAV”) has been calculated (a “significant event”), the security will generally be priced using a fair value procedure. The Board has adopted specific procedures for valuing portfolio securities and delegated the responsibility of fair value determinations to the Valuation Committee. Some of the factors that may be

 

19

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

2. Summary of Significant Accounting Policies (continued)

 

considered by the Valuation Committee in determining fair value are fundamental analytical data relating to the investment; the nature and duration of any restriction on disposition; trading in similar securities of the same issuer or comparable companies; information from broker-dealers; and an evaluation of the forces that influence the market in which the securities are purchased or sold.

 

The following is a summary of quantitative information about significant unobservable valuation inputs for the Fund approved by the Valuation Committee for Level 3 Fair Value Measurements for investments held as of June 30, 2020:

 

Investments

 

Fair Value
as of
6/30/2020

   

Valuation
Technique

   

Unobservable
Inputs

   

Weighted
Average

   

Range

 

Aveda Transportation & Energy Services Inc. *

  $ 238,428       Merger Contingent Consideration       Merger Agreement and Stale Last Trade Price       N/A     $ 0.1326  

Lion One Metals Warrant, Exercise Price: $1.20, 05/19/2021

  $ 191,515       Black Scholes Option Pricing Model       Pricing Model       N/A     $ 0.3830  

Mundoro Capital, Inc. Warrant, Exercise Price: $0.20, 01/08/2022

  $ 32,328       Black Scholes Option Pricing Model       Pricing Model       N/A     $ 0.0349  

 

 

*

Aveda Transportation & Energy Services Inc. is a contingent value right and is valued at 40% of full payout, which contemplates a 50% payout less auditing costs. The stock position is not held by the Fund.

 

The following is a reconciliation of the Fund’s Level 3 securities for which significant unobservable inputs were used to determine fair value for the period ended June 30, 2020:

 

Fair Value Measurement Using Significant Unobservable Inputs (Level 3)

 

Investments in
Securities

 

Beginning balance as of January 1, 2020

  $ 705,384  

Unrealized loss included in earnings

    (243,113 )

Ending balance as of June 30, 2020

  $ 462,271  

Change in unrealized appreciation (depreciation) on Level 3 securities still held in the Fund:

  $ (30,352 )

 

 

20

 

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

2. Summary of Significant Accounting Policies (continued)

 

Foreign risk and currency translation. The Fund may invest directly in foreign securities. Financial market fluctuations in any country where the Fund has investments will likely affect the value of the securities that the Fund owns in that country. These movements will affect the Fund’s share price and investment performance. The political, economic, and social structures of some countries may be less stable and more volatile than those in the United States. The risks of foreign markets include currency fluctuations, possible nationalization or expropriation of assets, extraordinary taxation or exchange controls, political or social instability, unfavorable diplomatic developments, and certain custody and settlement risks. In addition to these risks, many foreign markets have less trading volume and less liquidity than the U.S. markets, and therefore prices in foreign markets can be highly volatile.

 

Foreign markets may also have less protection for investors than the U.S. markets. Foreign issuers may be subject to less government supervision. It may also be difficult to enforce legal and shareholder/bondholder rights in foreign countries. There is no assurance that the Fund will be able to anticipate these risks or counter their effects.

 

The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange to determine the value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective date of these transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. These fluctuations are included with the net realized and unrealized gains or losses from investments.

 

Reported net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at each reporting period, resulting from changes in the exchange rate. These fluctuations are included with the net realized and unrealized gains or losses from investments.

 

Federal income and excise taxes. The Fund’s policy is to comply with the requirements of Subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all investment company taxable income and net capital gain to shareholders in a manner that results in no tax cost to the Fund. Therefore, no federal income tax provision is required.

 

21

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

2. Summary of Significant Accounting Policies (continued)

 

Distributions to shareholders. Distributions to the Fund’s shareholders, which are determined in accordance with income tax regulations, are recorded on the ex- dividend date. Distributions of net investment income, if any, are made at least annually for the Fund. Net realized gains from investment transactions, if any, will be distributed to shareholders annually.

 

The character of distributions made during the year from net investment income or net realized gain may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain/(loss) items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.

 

Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Security Transactions, Income and Expenses. The Fund records security transactions based on the trade date. Interest income is recognized on the accrual basis and includes accretion of discounts and amortization of premiums. The specific identification method is used to determine book and tax cost basis when calculating realized gains and losses. Dividend income is recognized on the ex-dividend date, and interest income is recognized on the accrual basis and includes accretion of discounts and amortization of premiums. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

The Fund’s class-specific expense is charged to the operations of that class of shares. Income and expenses (other than expenses attributable to a specific class) and realized and unrealized gains and losses on investments are allocated to each class of shares based on the class respective net assets to the total net assets of the Fund.

 

Indemnifications. In the normal course of business, the Fund enters into contracts that contain a variety of representations, which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

22

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

2. Summary of Significant Accounting Policies (continued)

 

Significant Concentrations. The Fund maintains a demand deposit in excess of Federal Deposit Insurance Company (“FDIC”) Insurance limits. As a result, the Fund is exposed to credit risk in the event of insolvency or other failure of the institution to meet its obligations. The Fund manages this risk by dealing with a major financial institution and monitoring its credit worthiness.

 

COVID-19. The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.

 

3. Advisory Fees and Other Transactions with Affiliates

 

The Fund entered into an investment management and advisory services agreement (the “Agreement”) with the Advisor that provides for fees to be computed at an annual rate of 1.20% of the Fund’s average daily net assets. The Agreement shall remain in force through December 31, 2020 and may be renewed for additional one-year periods thereafter if approved annually by a majority of the independent members of the Board. The Agreement may be terminated at any time, without penalty, by the Fund on sixty (60) days’ written notice or by the Advisor on ninety (90) days’ written notice. During the six months ended June 30, 2020, the Fund incurred $534,287 in investment advisory fees. The Fund and the Advisor have also entered into an expense limitation agreement which shall remain in force through April 30, 2021, that provides for an advisory fee waiver and expense reimbursement from the Advisor if the Fund’s expenses, exclusive of taxes, interest, fees incurred in acquiring or disposing of portfolio securities, and extraordinary expenses, exceeds 1.50% for the Class I, of the Fund’s average daily net assets. During the six months ended June 30, 2020, the Advisor waived fees in the amount of $66,812.

 

The Fund has agreed to repay the Advisor for amounts waived or reimbursed by the Advisor pursuant to the expense limitation agreement provided that such repayment does not cause the Fund’s expenses, exclusive of taxes, interest, fees incurred in acquiring or disposing of portfolio securities and extraordinary expenses, to exceed 1.50% for Class I and the repayment is made within three years from the month in which the Advisor incurred the expense. As of June 30, 2020, there was $283,384

 

23

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

3. Advisory Fees and Other Transactions with Affiliates (continued)

 

of fees available to be recovered no later than June 30, 2023, of which $40,690, $107,256 and $135,438 are recoverable no later than June 30, 2021, 2022 and 2023, respectively, for the Fund.

 

Certain officers and Trustees of the Fund are also officers of the Advisor. The Fund pays each Trustee not an officer of the Advisor fees in cash or Fund shares of $1,000 for each attended board meeting for the Fund and $500 for each attended audit committee meeting for the Fund. In addition, the Fund reimburses the Advisor for chief compliance officer services, a yearly amount of $40,000 paid on a quarterly basis.

 

4. Distribution and Service Plan

 

The Fund has adopted a distribution and service plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act for its Class A Shares. Rule 12b-1 provides that an investment company that bears any direct or indirect expense of distributing its shares must do so only in accordance with the Plan permitted by Rule 12b-1. Pursuant to the Plan, the Fund makes payments to Quasar Distributors, LLC, the Fund’s distributor (the “Distributor”), the Advisor, financial intermediaries or others to reimburse such parties for distribution and/or shareholder servicing activity in an amount not to exceed 0.25% of its Class A shares average daily net assets on an annual basis. The distribution fees are “asset based” sales charges and, therefore, long-term shareholders may pay more in total sales charges than the economic equivalent of the maximum front-end sales charge permitted by the Financial Industry Regulatory Authority (FINRA). On November 14, 2019, The Board approved the termination of the 12b-1 Plan. Effective at the close of business on December 13, 2019, Class A shares were converted into Class I shares and Class A shares were terminated.

 

5. Investment Transactions

 

Purchases and sales of long-term investment securities (excluding short-term investments) for the Fund are presented below for the six months ended June 30, 2020.

 

   

Purchases

   

Sales

 

Aegis Value Fund

  $ 24,296,780     $ 31,185,681  

 

 

24

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

6. Distributions to Shareholders and Tax Components of Net Assets

 

As of December 31, 2019, the components of accumulated earnings (losses) for income tax purposes were as follows:

 

Tax cost of Investments

  $ 124,159,831  

Unrealized appreciation of Investments

    21,679,114  

Unrealized depreciation of Investments

    (33,946,025 )

Net unrealized depreciation

    (12,266,911 )

Undistributed ordinary income

    895,531  

Undistributed long term gain

    5,749,901  

Distributable earnings

    6,645,432  

Other accumulated loss

    (2 )

Total accumulated loss

  $ (5,621,481 )

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

The differences between book-basis and tax-basis unrealized appreciations are attributable primarily to the tax deferral of losses on wash sales and PFIC mark to market adjustments.

 

As of December 31, 2019, the Fund does not have any capital loss carryforwards. The Fund did not utilize any short-term capital loss carryovers or long-term capital loss carryovers during the year ended December 31, 2019.

 

At December 31, 2019, the Fund did not defer, on a tax basis, any qualified late year losses.

 

The tax components of dividends paid during the year ended December 31, 2019 and the year ended December 31, 2018 were as follows:

 

 

Year Ended
December 31, 2019

   

Year Ended
December 31, 2018

 
 

Ordinary
Income

   

Long-Term
Capital Gains

   

Total

   

Ordinary
Income

   

Long-Term
Capital Gains

   

Total

 
  $ 282,727     $ 2,401,561     $ 2,684,288     $     $ 5,854,776     $ 5,854,776  

 

GAAP requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing the Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured

 

25

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

6. Distributions to Shareholders and Tax Components of Net Assets (continued)

 

to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an interest expense in the Statement of Operations.

 

GAAP requires management of the Fund to analyze all open tax years, as defined by IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. Open tax years include the tax years ended December 31, 2016 through December 31, 2019. As of and during the year ended December 31, 2019, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. Federal income and excise tax returns, as required. The Fund’s Federal income tax returns are subject to examination by the IRS for a period of three fiscal years after they are filed. The Fund has no examination in progress and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

7. Investments in Affiliated Companies*

 

Investments representing 5% or more of the outstanding voting securities of a portfolio company result in that company being considered an affiliated company, as defined in the 1940 Act. The aggregate value of all securities of affiliated companies held in the Fund as of June 30, 2020 amounted to $12,202,705, representing 13% of net assets. A summary of affiliated transactions for the period ended June 30, 2020 is as follows:

 

   

Share Balance
January 1,
2020

   

Additions

   

Deductions

   

Share Balance
June 30, 2020

 

Akita Drilling Ltd. - Class A

    2,626,789       690,365             3,317,154  

Amerigo Resources Ltd.

    12,925,845       4,106,893             17,032,738  

Conifer Holdings, Inc.

    743,041             (2,970 )     740,071  

Deep Down, Inc.

    766,584                   766,584  

Geodrill Ltd.

    3,956,698                   3,956,698  

Alaska Communications Systems Group, Inc. (1)

    2,833,165             (652,121 )     2,181,044  

Strad, Inc. (2)

    4,951,551             (4,951,551 )      

 

 

26

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

7. Investments in Affiliated Companies – (continued)

 

   

Value
January 1,
2020

   

Acquisitions

   

Dispositions

   

Corporate
Actions

 

Akita Drilling Ltd. - Class A

  $ 2,407,207     $ 566,373     $     $  

Amerigo Resources Ltd.

    5,872,896       1,040,073              

Conifer Holdings, Inc.

    2,972,164             (9,438 )      

Deep Down, Inc.

    513,611                    

Geodrill Ltd.

    4,448,638                    

Alaska Communications Systems Group, Inc. (1)

    5,014,702             (1,385,675 )      

Strad, Inc. (2)

    6,863,649             (868,432 )     (7,526,870 )

Total

  $ 28,092,867     $ 1,606,446     $ (2,263,545 )   $ (7,526,870 )

 

   

Realized Gain
(Loss)

   

Change in
Unrealized
Appreciation/
(Depreciation)

   

Value
June 30,
2020

   

Dividend
Income

 

Akita Drilling Ltd. - Class A

  $     $ (1,971,788 )   $ 1,001,792     $  

Amerigo Resources Ltd.

          (2,333,601 )     4,579,368        

Conifer Holdings, Inc.

    (9,604 )     (1,154,750 )     1,798,372        

Deep Down, Inc.

          (237,027 )     276,584        

Geodrill Ltd.

          97,951       4,546,589        

Total

                  $ 12,202,705          
                                 

Alaska Communications Systems Group, Inc. (1)

    6,373       2,449,713       6,085,113       234,923  

Strad, Inc. (2)

    2,568,961       (1,037,308 )            

Total

  $ 2,565,730     $ (4,186,810 )           $ 234,923  

 

 

*

As a result of the Aegis Value Fund’s beneficial ownership of common stock of these companies, regulators require that the Fund state that it may be deemed an affiliate of the respective issuer. The Fund disclaims that the “affiliated persons” are affiliates of the Distributor, Advisor, Funds or any other client of the Advisor.

(1)

This security was not affiliated as of June 30, 2020.

(2)

This security was no longer held as of June 30, 2020. On April 24, 2020, all shares of Strad, Inc. were sold as the result of a cash tender offer.

 

27

 

 

Notes to Financial Statements

June 30, 2020

(Unaudited)

 

8. Subsequent Events

 

In connection with the preparation of the financial statements of the Fund as of and for the six months ended June 30, 2020, events and transactions subsequent to June 30, 2020 have been evaluated by management for possible adjustment and/or disclosure. Management has determined that there were no material events that would require disclosure in the Fund’s financial statements.

 

28

 

 

Other Information

(Unaudited)

 

Proxy Voting

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available by request, without charge, by calling the Fund’s toll-free telephone number, 800-528-3780. Information regarding how the Fund voted proxies, if any, relating to portfolio securities during the most recent 12-month period ended June 30 is available upon request, without charge, by calling 800-528-3780. The Fund’s proxy voting policies and procedures and voting record are also available on the U.S. Securities and Exchange Commission (“SEC”) website at http://www.sec.gov.

 

Code of Ethics

 

The Fund has adopted a code of ethics applicable to its principal executive officer and principal financial officer. A copy of this code is available, without charge, by calling the Fund’s toll-free phone number, 800-528-3780.

 

Fund Holdings

 

The complete schedules of the Fund’s holdings for the second and fourth quarters of each fiscal year are contained in the Fund’s semi-annual and annual shareholder reports, respectively. The Fund files complete schedules of the Fund’s holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT Part F within 60 days after the end of the period. Copies of the Fund’s Form N-PORT Part F are available without charge, upon request, by contacting the Fund at 800-528-3780 and on the SEC’s website at http://www.sec.gov. You may also review and copy Form N-PORT Part F at the SEC’s Public Reference Room in Washington, DC. For more information about the operation of the Public Reference Room, please call the SEC at 1-800-SEC-0330.

 

Basis for the Board’s Approval of Advisory Agreement

 

At a meeting held on February 5, 2020, the Board considered and approved the advisory agreement (the “Agreement”) between the Aegis Value Fund (“Fund”) and Aegis Financial Corporation (“AFC”). The Board based its approval of the Agreement on its review of information provided by AFC. Such information included information provided by AFC in response to a request for information made pursuant to Section 15(c) of the 1940 Act (the “Section 15(c) Information”). In its deliberations on the Agreement, the Board considered the Section 15(c) Information provided to it by AFC and contained in the Board materials. The Board did not identify any particular aspect of the Section 15(c) information that was all important or controlling, and evaluated all information available to it. The Board concluded that the terms of the Agreement are appropriate, that the fees to be paid by the Fund are reasonable in light

 

29

 

 

Other Information

(Unaudited)

 

of the services to be provided to the Fund and that the Agreement should be renewed. In approving the renewal of the Agreement, the Board, including the Independent Trustees, considered and reached the following conclusions with respect to the following factors.

 

A. Nature, Extent and Quality of Services Provided by the Adviser

 

The Trustees reviewed and considered the scope of services provided by the Adviser to the Fund as well as the nature and quality of these services. The Trustees evaluated information concerning the Adviser’s discretionary investment advisory services and the Adviser’s compliance policies and procedures, including its trade allocation and brokerage allocation procedures. They considered information regarding the Adviser’s resources and compensation arrangements, including its in-house research and portfolio management support capabilities and recent changes to personnel. On the basis of these and other factors, the Trustees determined that the scope, nature and quality of the services provided by the Adviser to the Fund are consistent with its duties under the Agreement and appropriate and consistent with the investment program of the Fund and concluded that the nature and quality of services provided by the Adviser to the Fund are appropriate.

 

B. The Investment Performance of the Fund

 

The Trustees reviewed information prepared by the Adviser and Fund Services comparing the Fund’s performance with the performance of its current and former benchmarks and the performance of comparable funds. The Trustees considered that some of the information provided to them was derived from information made available by Morningstar (an independent research service) and some of the information was derived from information provided by the Fund’s administrator (i.e., information regarding the performance of the Fund for the 1-year, 3-year, 5-year, 10-year and since inception periods ended December 31, 2019). The Trustees noted that during the one-year period ending December 31, 2019, the Fund’s Class I shares returned 25.66%. Its index benchmark, the S&P SmallCap 600 Pure Value Index, returned 23.05% during the same period and the Fund’s prior benchmark until November 2019, the Russell 2000 Value Index, returned 22.39%. For the three-year period ending December 31, 2019, the Fund’s Class I shares had an average annual total return of 6.98%. The average three-year annual total return for the S&P SmallCap 600 Pure Value Index and Russell 2000 Value Index was 0.19% and 4.77%, respectively. For the five-year period, the Fund’s Class I shares had an average annual total return of 9.70%, versus the average annual total return for the S&P SmallCap 600 Pure Value Index and the Russell 2000 Value Index of 3.43% and 6.99%, respectively. For the ten-year period, the Fund’s Class I shares had an average annual total return of 9.50%, versus the average annual total return for the S&P SmallCap 600 Pure Value Index and

 

30

 

 

Other Information

(Unaudited)

 

the Russell 2000 Value Index of 9.95% and 10.56%, respectively. From inception on May 15, 1998 through December 31, 2019, the Fund’s Class I shares had returned an average annual total return of 9.55% versus 8.03% for the S&P SmallCap 600 Pure Value Index and 7.91% for the Russell 2000 Value Index.

 

C. Adviser Profitability and Other Benefits

 

The Trustees reviewed the Adviser’s draft fiscal year 2019 income statement and balance sheet. They considered information provided by the Adviser with respect to (i) the profitability to the Adviser of managing the Fund, (ii) to the extent applicable, the level of the Fund’s net assets and expenses reimbursed by the Adviser under the Fund’s Expense Limitation Agreement, and (iii) other benefits accruing to the Adviser as a result of its relationship with the Fund, including the fact that the Fund’s public performance record may at times attract inquiries regarding the Adviser’s advisory services and may result in the acquisition of new advisory clients for the Adviser.

 

The Trustees determined that the Adviser’s profitability and other benefits, including soft dollars, to the Adviser from providing advisory services to the Fund are reasonable and would not preclude them from approving the renewal of the Agreement.

 

D. Economies of Scale

 

The Trustees reviewed information regarding economies of scale and other efficiencies resulting from increases, if any, in the Fund’s asset levels and whether the existing advisory fee arrangement might require adjustment or breakpoints. The Trustees noted that, from January 2019 to December 2019, the assets of the Fund remained relatively stable at approximately $108 million, and that the Adviser continues to reimburse expenses to the Fund under the Expense Limitation Agreement.

 

The Trustees determined that the Fund would have to show substantial growth in assets before any material economies of scale would be achieved and that under the current circumstances, changes to the advisory fee arrangement were not warranted at this time.

 

E. Comparisons of the Services to be Rendered and Fee Amounts

 

The Trustees reviewed the advisory fee paid to the Adviser and the Fund’s overall gross expense ratio and net expense ratio and considered whether the fee was reasonable in light of the services likely provided and the fees charged by other advisers to the small cap value funds currently tracked by Morningstar (“Peer Group Funds”). In evaluating the Fund’s advisory fee, the Trustees took into account the demands, complexity and quality of the investment management of the Fund. They noted that it is not anticipated that the research process, portfolio composition methodology or general investment strategy will materially change.

 

31

 

 

Other Information

(Unaudited)

 

The Trustees considered that the Fund paid the Adviser an advisory fee of 1.20% of average daily net assets for the year ended December 31, 2019 and that other expenses for Class I shares were capped at 0.30%, for a total net expense ratio of 1.50% for Class I shares. They considered information reflecting that the Class I shares’ actual gross expenses for the year ended December 31, 2019 was approximately 1.63%, and for the year ended December 31, 2018 was 1.52% of average daily net assets. During 2019, the Adviser waived expenses from the Fund’s Class I shares as its gross expense ratio 1.63% was larger than the 1.50% expense limit. They noted that the expenses of the Class I shares exceeded the expense cap for that class for 2019 and therefore the amounts above the cap were paid by the Adviser under the Expense Limitation Agreement between the Fund and the Adviser and that the Adviser had reimbursed expenses of the Fund in the following amounts $142,999, $21,165 and $39,941 for 2019, 2018, and 2017 respectively. They also noted the Adviser’s commitment to continue the expense limitation for an additional term.

 

The Trustees considered information showing that the median net expense ratio of the Peer Group Funds is 1.00%. They reviewed information showing that the median management fee percentage of the Peer Group Funds is 0.80%, with an average size of the funds being $309.2 million. They also considered information showing that the range of net expense ratios (less 12b-1) for the Peer Group Funds was between 0.06% and 2.79%, and that the range of advisory fees for the Peer Group Funds was between 0.05% and 1.49%. They also considered information concerning the fees charged by the Adviser to its managed accounts and the strategies employed for those accounts. They also considered the differences between the services provided by the Adviser to those accounts and to the Fund.

 

The Trustees concluded that the Fund’s advisory fee was reasonable in light of the services provided by the Adviser and concluded that the Fund’s overall expense ratio was reasonable.

 

32

 

Aegis Mutual Funds Privacy Notice

(This information is not part of the Report)

 

FACTS

WHAT DOES AEGIS FUNDS DO WITH YOUR PERSONAL INFORMATION?

       

WHY?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

       

WHAT?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

● Social Security number and other information including address and date of birth

● Asset and income

● Account balances and account transactions

When you are no longer our customer, we continue to share your information as described in this notice.

       

HOW?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons. The Aegis Funds chooses to share; and whether you can limit this sharing.

       

Reasons we can share your personal information

Does The Aegis
Funds share?

Can you limit this sharing?

For our everyday business purposes—
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes—
to offer our products and services to you

Yes

No

For joint marketing with other financial companies

No

We don’t share

For our affiliates’ everyday business purposes
information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes
information about your creditworthiness

No

We don’t share

For nonaffiliates to market to you

No

We don’t share

Questions?

Call 800-528-3780 or go to www.aegisfunds.com

 

 

33

 

 

Aegis Mutual Funds Privacy Notice

(This information is not part of the Report)

 

Who we are

Who is providing this Notice?

The Aegis Funds

What we do

How does The Aegis Funds protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does The Aegis Funds collect your personal information?

We collect your personal information, for example, when you

 

● open an account or perform transactions

● make a transfer or tell us where to send money

● tell us about your personal financial information

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

● sharing for affiliates’ everyday business purposes—information about your creditworthiness

● affiliates from using your information to market to you

● sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

Our affiliates include Aegis Financial Corporation.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

The Aegis Funds does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

See Other important information.

Other important information

Non-affiliates with whom we may share information (except to permit them to market to you) can include financial companies, such as custodians, transfer agents, registered representatives and financial advisors, and nonfinancial companies, such as fulfillment, proxy voting and class action service providers.

 

 

34

 

 

(This page is intentionally left blank.)

 

 

 

The Aegis Funds

c/o U.S. Bank Global Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Phone: (800) 528-3780
www.aegisfunds.com

 

Board of Trustees

Scott L. Barbee
David A. Giannini
Eskander Matta
Jordan F. Nasir
Andrew Bacas

 

Officers

Scott L. Barbee, President
Justin P. Harrison, Treasurer/Secretary/
Chief Compliance Officer

 

Investment Advisor

Aegis Financial Corporation
6862 Elm Street, Suite 830
McLean, Virginia 22101

 

Custodian

U.S. Bank, N.A.
Custody Operations
1555 North RiverCenter Drive, Suite 302 Milwaukee, Wisconsin 53212

 

Administrator, Transfer Agent and Fund Accountant

U.S. Bank Global Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

 

Independent Registered Public Accounting Firm

BBD, LLP
1835 Market Street, 3rd Floor
Philadelphia, Pennsylvania 19103

 

Counsel

Seward & Kissel, LLP
901 K Street N.W.
Washington, DC 20001

 

 

Item 2. Code of Ethics.

 

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

 

Item 6. Investments.

 

(a)Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
(b)Not Applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

Not Applicable.

 

Item 11. Controls and Procedures.

 

(a)The Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

 

 

(b)There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

(a)(1) Code of Ethics or amendment thereto, Incorporated by reference to the Registrant’s Form N-CSR filed March 4, 2016.

 

(2) Certification the President/Chief Executive Officer and Treasurer/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.

 

Not applicable to open-end investment companies.

 

(4) There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  By /s/ Scott L. Barbee  
    Scott L. Barbee, President  
       
  Date August 27, 2020  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

  By  /s/ Scott L. Barbee  
    Scott L. Barbee, President  
       
  Date August 27, 2020  
       
  By /s/ Justin P. Harrison  
    Justin P. Harrison, Treasurer  
       
  Date August 27, 2020