N-CSRS 1 atlas_ncsrs.htm N-CSRS

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 811-23705

 

Atlas U.S. Tactical Income Fund, Inc.

(Exact name of registrant as specified in charter)

 

225 Pictoria Drive, Ste 450, Cincinatti, Ohio 45246

(Address of principal executive offices) (Zip code)

 

Jaime Pandal

Buchanan Office Center, Road 165 No. 40, Suite 201, Guaynabo, PR 00968

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 855-969-8440

 

Date of fiscal year end: 9/30

 

Date of reporting period: 3/31/23

 

Item 1. Reports to Stockholders.

 
(ATLAS LOGO)
 
 
 
 
 
ATLAS U.S. TACTICAL INCOME FUND, INC.
 
SEMI-ANNUAL REPORT
 
March 31, 2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

Atlas U.S. Tactical Income Fund, Inc.
Portfolio Review (Unaudited)
March 31, 2023

 

The Fund’s performance figures for the periods ended March 31, 2023, compared to its benchmark:

 

  6 Months One Year Two Year
Atlas U.S. Tactical Income Fund, Inc.:      
Class A without Load 8.78% (9.52)% (8.01)%
Class A with load 5.02% (12.72)% (9.65)%
Class C 8.27% (10.20)% (8.74)%
Bloomberg U.S. Aggregate 1-3 Year Index * 2.42% 0.24% (1.35)%
Bloomberg U.S. Aggregate Bond Index ** 4.89% (4.78)% (4.47)%
S&P 500 Total Return Index *** 15.62% (7.73)% 3.30%

 

 
*The Bloomberg U.S. Aggregate 1-3 Year Index is an unmanaged index of publicly issued investment grade corporate, US Treasury and government agency securities with remaining maturities of one to three years. Investors cannot invest directly in an index; unlike the Fund’s returns, the index does not reflect any fees or expenses.

 

**The Bloomberg U.S. Aggregate Bond Index is an unmanaged index comprised of U.S. investment grade, fixed rate bond market securities, including government, government agency, corporate and mortgage-backed securities. Investors cannot invest directly in an index; unlike the Fund’s returns, the index does not reflect any fees or expenses.

 

***The S&P 500 is a market capitalization-weighted index of 500 widely held common stocks. Investors cannot invest directly in an index or benchmark.

 

The performance data quoted is historical. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. Total returns would have been lower had the adviser not waived its fees and reimbursed a portion of the Fund’s expenses. Returns for periods greater than one year are annualized. The Fund’s investment adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund, at least until January 31, 2024, to ensure that the net annual Fund operating expenses (excluding acquired fund fees and expenses and certain other non-operating expenses) will not exceed 1.15% and 1.90% of gross assets, respectively for Class A and Class C, subject to possible recoupment from the Fund in future years. The Fund’s total gross annual operating expenses, per its prospectus dated February 1, 2023, including underlying funds, are 2.41% for Class A and 3.13% for Class C. Class A shares are subject to a maximum sales charge imposed on purchases of 3.50%. Class A and Class C shares are subject to a redemption fee of 1.00% of the amount redeemed if held less than 60 days. The above performance figures do not reflect the deduction of taxes that a shareholder would have to pay on Fund distributions or the redemption of the Fund shares. For performance information current to the most recent month-end, please call 1-787-781-1301.

1

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited)
March 31, 2023

 

Shares      Fair Value 
     COMMON STOCKS – 17.9%     
     BANKING - 2.3%     
 22,362   Bank of America Corporation  $639,553 
 10,078   Citigroup, Inc.   472,557 
 13,051   Fifth Third Bancorp   347,679 
 1,766   JPMorgan Chase & Company   230,127 
 4,604   Wells Fargo & Company   172,098 
         1,862,014 
     CABLE & SATELLITE - 0.6%     
 12,107   Comcast Corporation, Class A   458,976 
           
     E-COMMERCE DISCRETIONARY - 1.2%     
 9,160   Amazon.com, Inc.(a)   946,137 
           
     ENTERTAINMENT CONTENT - 0.9%     
 7,056   Walt Disney Company(a)   706,517 
           
     HEALTH CARE REIT - 0.2%     
 22,861   Medical Properties Trust, Inc.   187,918 
           
     INTERNET MEDIA & SERVICES - 0.9%     
 6,890   Alphabet, Inc., Class C(a)   716,560 
           
     MORTGAGE FINANCE - 9.6%     
 382,651   AGNC Investment Corporation   3,857,122 
 209,808   Annaly Capital Management, Inc.   4,009,431 
         7,866,553 
     OFFICE REIT - 0.0%(b)     
 1,071   Orion Office REIT, Inc.   7,176 
           
     SEMICONDUCTORS - 0.5%     
 13,835   Intel Corporation   451,989 
           
     SOFTWARE - 0.5%     
 3,120   Crowdstrike Holdings, Inc., Class A(a)   428,251 
           

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

2

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
March 31, 2023

 

Shares      Fair Value 
     COMMON STOCKS – 17.9% (Continued)     
     TECHNOLOGY SERVICES - 0.6%     
 6,345   PayPal Holdings, Inc.(a)  $481,839 
           
     TELECOMMUNICATIONS - 0.6%     
 12,151   Verizon Communications, Inc.   472,552 
           
     TOTAL COMMON STOCKS (Cost $19,529,747)   14,586,482 

 

Principal         Coupon Rate       
Amount ($)      Spread  (%)  Maturity    
     CORPORATE BONDS – 49.4%              
     BANKING – 26.5%              
 2,400,000   Bank of America Corporation(c)  H15T5Y + 1.200%  2.4820  09/21/36   1,810,978 
 4,600,000   Bank of America Corporation(c)  H15T5Y + 2.000%  3.8460  03/08/37   3,923,735 
 3,300,000   Citigroup, Inc.     4.1250  07/25/28   3,114,867 
 1,250,000   Citigroup, Inc.     6.6250  06/15/32   1,340,101 
 100,000   JPMorgan Chase & Company     4.2500  10/01/27   98,386 
 5,900,000   JPMorgan Chase & Company(c)  SOFRRATE + 2.580%  5.7170  09/14/33   6,044,479 
 3,500,000   US Bancorp(c)  SOFRRATE + 2.110%  4.9670  07/22/33   3,302,044 
 1,750,000   Wells Fargo Bank NA     6.6000  01/15/38   1,961,859 
                  21,596,449 
     INSTITUTIONAL FINANCIAL SERVICES – 10.3%              
 1,750,000   Goldman Sachs Group, Inc.     6.7500  10/01/37   1,893,903 
 6,900,000   Morgan Stanley(c)  SOFRRATE + 2.620%  5.2970  04/20/37   6,504,365 
                  8,398,268 
     SPECIALTY FINANCE – 12.6%              
 4,000,000   American Express Company(c)  SOFRRATE + 2.255%  4.9890  05/26/33   3,938,992 
 6,725,000   Capital One Financial Corporation(c)  SOFRRATE + 2.370%  5.2680  05/10/33   6,332,902 
                  10,271,894 
     TOTAL CORPORATE BONDS (Cost $41,800,551)            40,266,611 
                    

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

3

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
March 31, 2023

 

Principal      Coupon Rate       
Amount ($)      (%)  Maturity  Fair Value 
     U.S. GOVERNMENT & AGENCIES – 116.1%           
     AGENCY FIXED RATE – 106.4%           
 29,071,539   Fannie Mae Pool(d)  5.5000  11/01/52  $29,367,149 
 5,791,795   Fannie Mae Pool(d)  5.5000  03/01/53   5,915,249 
 46,680   Ginnie Mae I Pool  6.0000  09/15/32   47,530 
 75,819   Ginnie Mae I Pool  6.0000  01/15/33   77,216 
 31,611   Ginnie Mae I Pool  6.0000  06/15/33   33,283 
 298,457   Ginnie Mae I Pool(d)  6.5000  10/15/37   308,367 
 845,512   Ginnie Mae I Pool(d)  4.0000  01/15/46   839,351 
 1,165,213   Ginnie Mae I Pool(d)  4.0000  01/15/48   1,114,461 
 648,432   Ginnie Mae I Pool(d)  4.0000  03/15/48   619,237 
 760,770   Ginnie Mae I Pool(d)  4.0000  04/15/48   726,211 
 136,217   Ginnie Mae I Pool(d)  4.0000  05/15/48   131,970 
 718,645   Ginnie Mae I Pool(d)  4.5000  05/15/48   712,207 
 88,818   Ginnie Mae I Pool  4.0000  08/15/48   84,783 
 1,088,120   Ginnie Mae I Pool(d)  4.5000  02/15/49   1,090,058 
 3,814,366   Ginnie Mae I Pool(d)  4.0000  07/15/49   3,637,892 
 655,910   Ginnie Mae I Pool(d)  4.5000  02/15/50   657,078 
 1,358,715   Ginnie Mae II Pool(d)  4.0000  09/20/47   1,312,233 
 1,027,979   Ginnie Mae II Pool(d)  4.5000  02/20/48   1,014,422 
 819,826   Ginnie Mae II Pool  4.0000  03/20/48   804,149 
 1,261,063   Ginnie Mae II Pool(d)  4.0000  03/20/48   1,226,418 
 1,002,871   Ginnie Mae II Pool(d)  4.5000  07/20/48   1,000,310 
 578,997   Ginnie Mae II Pool(d)  4.5000  09/20/48   576,087 
 1,416,135   Ginnie Mae II Pool(d)  4.5000  02/20/49   1,409,017 
 1,791,215   Ginnie Mae II Pool(d)  4.0000  02/20/50   1,723,703 
 7,343,740   Ginnie Mae II Pool(d)  5.5000  10/20/52   7,537,735 
 1,992,890   Ginnie Mae II Pool(d)  6.5000  10/20/52   2,136,323 
 2,061,297   Ginnie Mae II Pool(d)  5.0000  02/20/53   2,105,406 
 1,387,108   Ginnie Mae II Pool(d)  5.5000  02/20/53   1,423,815 
 1,005,604   Ginnie Mae II Pool(d)  6.5000  02/20/53   1,078,391 
 1,767,436   Ginnie Mae II Pool(d)  6.5000  02/20/53   1,895,363 
 2,071,707   Ginnie Mae II Pool  5.0000  03/20/53   2,116,040 
 1,102,354   Ginnie Mae II Pool  5.5000  03/20/53   1,131,526 
 1,652,058   Ginnie Mae II Pool(d)  6.0000  03/20/53   1,746,688 
 5,158,084   Ginnie Mae II Pool(d)  6.5000  03/20/53   5,531,426 
                 

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

4

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
March 31, 2023

 

Principal      Coupon Rate       
Amount ($)      (%)  Maturity  Fair Value 
     U.S. GOVERNMENT & AGENCIES – 116.1% (Continued)           
     AGENCY FIXED RATE – 106.4% (Continued)           
 2,662,231   Ginnie Mae II Pool(d)  6.5000  03/20/53  $2,854,904 
 1,186,627   Ginnie Mae II Pool(d)  6.0000  01/20/53   1,254,598 
 1,429,951   Ginnie Mae II Pool(d)  6.5000  03/20/53   1,533,441 
               86,774,037 
     AGENCY MBS OTHER – 9.7%           
 39,850   Ginnie Mae I Pool  7.0000  07/15/24   39,753 
 44,834   Ginnie Mae I Pool  7.5000  12/15/24   44,768 
 33,550   Ginnie Mae I Pool  7.0000  02/15/25   33,454 
 45,992   Ginnie Mae I Pool  7.5000  02/15/25   45,968 
 43,625   Ginnie Mae I Pool  7.5000  04/15/25   43,535 
 48,249   Ginnie Mae I Pool  8.0000  05/15/25   48,250 
 42,212   Ginnie Mae I Pool  7.5000  06/15/25   42,264 
 33,418   Ginnie Mae I Pool  7.5000  06/15/25   33,396 
 32,075   Ginnie Mae I Pool  7.5000  06/15/25   32,051 
 48,405   Ginnie Mae I Pool  7.5000  09/15/25   48,355 
 41,478   Ginnie Mae I Pool  7.5000  12/15/25   41,473 
 25,000   Ginnie Mae I Pool  7.0000  02/15/26   25,073 
 41,133   Ginnie Mae I Pool  7.0000  04/15/26   41,253 
 25,000   Ginnie Mae I Pool  7.5000  05/15/26   25,017 
 25,000   Ginnie Mae I Pool  7.0000  06/15/26   24,938 
 42,647   Ginnie Mae I Pool  7.5000  07/15/26   42,676 
 48,072   Ginnie Mae I Pool  7.0000  08/15/26   47,935 
 49,114   Ginnie Mae I Pool  7.0000  08/15/26   48,991 
 38,823   Ginnie Mae I Pool  7.0000  08/15/26   38,727 
 36,020   Ginnie Mae I Pool  7.0000  08/15/26   35,927 
 43,602   Ginnie Mae I Pool  7.5000  09/15/26   43,583 
 47,125   Ginnie Mae I Pool  7.0000  10/15/26   47,000 
 39,181   Ginnie Mae I Pool  7.0000  11/15/26   39,085 
 48,979   Ginnie Mae I Pool  7.0000  01/15/27   48,883 
 27,344   Ginnie Mae I Pool  7.0000  01/15/27   27,276 
 25,000   Ginnie Mae I Pool  7.0000  03/15/27   25,450 
 48,076   Ginnie Mae I Pool  7.0000  03/15/27   47,967 
 31,687   Ginnie Mae I Pool  7.0000  03/15/27   31,666 
 28,189   Ginnie Mae I Pool  7.0000  04/15/27   28,119 
                 

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

5

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
March 31, 2023

 

Principal      Coupon Rate       
Amount ($)      (%)  Maturity  Fair Value 
     U.S. GOVERNMENT & AGENCIES – 116.1% (Continued)           
     AGENCY MBS OTHER – 9.7% (Continued)           
 37,614   Ginnie Mae I Pool  6.5000  05/15/27  $37,510 
 25,000   Ginnie Mae I Pool  7.0000  04/15/27   25,450 
 25,000   Ginnie Mae I Pool  7.0000  05/15/27   24,980 
 71,286   Ginnie Mae I Pool  6.5000  06/15/27   71,193 
 25,000   Ginnie Mae I Pool  7.0000  06/15/27   24,958 
 25,000   Ginnie Mae I Pool  7.0000  06/15/27   25,450 
 42,686   Ginnie Mae I Pool  6.5000  07/15/27   42,563 
 43,520   Ginnie Mae I Pool  6.5000  07/15/27   43,456 
 36,642   Ginnie Mae I Pool  7.0000  07/15/27   36,577 
 39,459   Ginnie Mae I Pool  7.0000  08/15/27   40,169 
 45,309   Ginnie Mae I Pool  7.0000  08/15/27   45,273 
 43,132   Ginnie Mae I Pool  7.0000  08/15/27   43,072 
 28,583   Ginnie Mae I Pool  7.0000  08/15/27   28,535 
 32,734   Ginnie Mae I Pool  7.0000  09/15/27   32,670 
 25,000   Ginnie Mae I Pool  7.0000  03/15/28   25,553 
 45,057   Ginnie Mae I Pool  6.5000  04/15/28   44,937 
 25,000   Ginnie Mae I Pool  7.0000  04/15/28   25,553 
 25,000   Ginnie Mae I Pool  7.0000  06/15/28   25,553 
 25,000   Ginnie Mae I Pool  7.0000  04/15/29   24,955 
 25,000   Ginnie Mae I Pool  7.0000  06/15/29   25,494 
 25,000   Ginnie Mae I Pool  7.0000  07/15/29   25,494 
 25,000   Ginnie Mae I Pool  7.0000  09/15/29   25,494 
 35,993   Ginnie Mae I Pool  7.0000  11/15/29   36,704 
 33,338   Ginnie Mae I Pool  7.0000  01/15/30   33,278 
 34,119   Ginnie Mae I Pool  7.0000  01/15/30   34,065 
 25,000   Ginnie Mae I Pool  7.0000  03/15/30   25,740 
 40,836   Ginnie Mae I Pool  7.0000  05/15/30   40,777 
 38,156   Ginnie Mae I Pool  7.0000  05/15/30   38,101 
 25,000   Ginnie Mae I Pool  7.0000  05/15/30   25,244 
 25,000   Ginnie Mae I Pool  7.0000  05/15/30   25,740 
 45,756   Ginnie Mae I Pool  7.0000  06/15/30   45,700 
 25,000   Ginnie Mae I Pool  7.0000  06/15/30   25,740 
 25,000   Ginnie Mae I Pool  7.0000  06/15/30   25,244 
 25,000   Ginnie Mae I Pool  7.0000  06/15/30   24,981 
                 

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

6

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
March 31, 2023

 

Principal      Coupon Rate       
Amount ($)      (%)  Maturity  Fair Value 
     U.S. GOVERNMENT & AGENCIES – 116.1% (Continued)           
     AGENCY MBS OTHER – 9.7% (Continued)           
 25,000   Ginnie Mae I Pool  7.0000  07/15/30  $25,740 
 25,000   Ginnie Mae I Pool  7.0000  06/15/30   25,555 
 40,738   Ginnie Mae I Pool  7.0000  07/15/30   40,683 
 41,433   Ginnie Mae I Pool  7.0000  08/15/30   41,378 
 25,000   Ginnie Mae I Pool  7.0000  08/15/30   24,998 
 25,000   Ginnie Mae I Pool  7.0000  08/15/30   25,555 
 45,189   Ginnie Mae I Pool  7.0000  09/15/30   45,155 
 34,540   Ginnie Mae I Pool  7.0000  09/15/30   35,563 
 41,711   Ginnie Mae I Pool  7.0000  09/15/30   42,117 
 41,521   Ginnie Mae I Pool  7.0000  10/15/30   41,517 
 25,000   Ginnie Mae I Pool  7.0000  10/15/30   25,555 
 44,210   Ginnie Mae I Pool  7.0000  11/15/30   44,154 
 85,518   Ginnie Mae I Pool  7.0000  12/15/30   85,612 
 48,134   Ginnie Mae I Pool  6.5000  01/15/31   47,998 
 44,416   Ginnie Mae I Pool  7.0000  01/15/31   45,402 
 30,400   Ginnie Mae I Pool  7.0000  01/15/31   31,073 
 44,094   Ginnie Mae I Pool  7.0000  02/15/31   44,039 
 61,993   Ginnie Mae I Pool  6.5000  03/15/31   61,819 
 25,000   Ginnie Mae I Pool  6.5000  03/15/31   25,086 
 55,148   Ginnie Mae I Pool  6.5000  03/15/31   55,121 
 135,608   Ginnie Mae I Pool(d)  6.5000  03/15/31   138,138 
 25,000   Ginnie Mae I Pool  6.5000  03/15/31   25,030 
 82,353   Ginnie Mae I Pool  6.5000  04/15/31   82,372 
 25,000   Ginnie Mae I Pool  6.5000  04/15/31   25,086 
 36,832   Ginnie Mae I Pool  6.5000  04/15/31   36,741 
 99,018   Ginnie Mae I Pool  6.5000  05/15/31   99,272 
 61,253   Ginnie Mae I Pool  6.5000  05/15/31   61,081 
 25,000   Ginnie Mae I Pool  6.5000  05/15/31   25,030 
 25,000   Ginnie Mae I Pool  6.5000  06/15/31   25,086 
 37,484   Ginnie Mae I Pool  6.5000  08/15/31   37,613 
 40,278   Ginnie Mae I Pool  6.5000  08/15/31   40,326 
 385,354   Ginnie Mae I Pool(d)  6.5000  11/15/31   397,499 
 238,216   Ginnie Mae I Pool(d)  6.5000  11/15/31   245,914 
 139,922   Ginnie Mae I Pool(d)  6.5000  01/15/32   140,646 
                 

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

7

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
March 31, 2023

 

Principal      Coupon Rate       
Amount ($)      (%)  Maturity  Fair Value 
     U.S. GOVERNMENT & AGENCIES – 116.1% (Continued)           
     AGENCY MBS OTHER – 9.7% (Continued)           
 96,504   Ginnie Mae I Pool  6.0000  08/15/32  $95,992 
 91,808   Ginnie Mae I Pool  6.0000  08/15/32   91,595 
 546,344   Ginnie Mae I Pool(d)  6.5000  08/15/32   569,535 
 291,574   Ginnie Mae I Pool(d)  6.0000  09/15/32   298,382 
 396,051   Ginnie Mae I Pool(d)  6.5000  02/15/33   411,899 
 105,400   Ginnie Mae I Pool  6.0000  04/15/33   105,259 
 286,940   Ginnie Mae I Pool(d)  6.0000  08/15/33   294,412 
 308,854   Ginnie Mae I Pool(d)  5.0000  04/15/38   311,126 
 610,756   Ginnie Mae I Pool(d)  5.0000  06/15/38   617,480 
 713,669   Ginnie Mae I Pool(d)  5.0000  09/15/38   723,875 
               7,962,545 
                 
     TOTAL U.S. GOVERNMENT & AGENCIES (Cost $95,770,700)     94,736,582 
                 
     TOTAL INVESTMENTS - 183.4% (Cost $157,100,998)    $149,589,675 
     LIABILITIES IN EXCESS OF OTHER ASSETS - (83.4)%     (68,020,466)
     NET ASSETS - 100.0%        $81,569,209 

 

OPEN FUTURES CONTRACTS 
Number of               
Contracts   Open Short Futures Contracts  Expiration  Notional Amount   Unrealized (Depreciation) 
 80   CBOT 10 Year US Treasury Note Futures  06/21/2023  $9,193,760   $(12,432)
 55   CBOT US Treasure Bond Futures  06/21/2023   7,213,580    (192,111)
     TOTAL FUTURES CONTRACTS          $(204,543)

 

REVERSE REPURCHASE AGREEMENTS 
  
Principal Amount ($)     Counterparty    Acquired Date    Interest (%)    Maturity    Fair Value 
$(2,923,000)  Amherst Pierpont  3/7/2023  5.0000  4/6/2023  $(2,923,000)
 (874,000)  Goldman Sachs  3/22/2023  5.0800  4/5/2023   (874,000)
 (31,700,000)  INTL FCStone  3/29/2023  5.1500  4/5/2023   (31,700,000)
 (30,433,000)  South Street  3/7/2023  4.9000  4/6/2023   (30,433,000)
 (5,225,000)  South Street  3/9/2023  4.9800  4/6/2023   (5,225,000)
TOTAL REVERSE REPURCHASE AGREEMENTS (Proceeds $71,155,000)  $(71,155,000)

 

REIT- Real Estate Investment Trust

 

H15T5YUS Treasury Yield Curve Rate T Note Constant Maturity 5 Year

 

SOFRRATEUnited States SOFR Secured Overnight Financing Rate

 

(a)Non-income producing security.

 

(b)Percentage rounds to less than 0.1%.

 

(c)Variable rate security; the rate shown represents the rate on March 31, 2023.

 

(d)This security has been pledged as collateral for securities sold under agreements to repurchase of $86,628,416.

 

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

8

 

Atlas U.S. Tactical Income Fund, Inc.
Statement of Assets and Liabilities (Unaudited)
March 31, 2023

 

Assets:     
Investments, at fair value (cost $157,100,998) - including $86,628,416 of securities held in a pledge account for repurchase agreements collateral  $149,589,675 
Cash   259,847 
Deposits with broker for futures contracts   1,662,485 
Receivable for securities sold   1,706,588 
Interest receivable   989,317 
Dividend receivable   193,337 
Prepaid expenses and other assets   3,872 
Total Assets   154,405,121 
      
Liabilities:     
Reverse repurchase agreements (proceeds $71,155,000)   71,155,000 
Payable for securities purchased   1,131,291 
Unrealized depreciation on futures   204,543 
Interest payable for reverse repurchase agreements   145,168 
Variation margin on futures contracts   82,500 
Distribution fees payable   35,682 
Investment advisory fees payable   5,055 
Payable for Fund shares redeemed   3,000 
Accrued expenses and other liabilities   73,673 
Total Liabilities   72,835,912 
Net Assets  $81,569,209 
      
Net assets:     
Capital stock, $0 par value     
Paid-in capital, unlimited shares authorized  $105,266,073 
Accumulated losses   (23,696,864)
Total Net Assets  $81,569,209 
      
Shares outstanding     
Class A Shares   8,780,947 
Class C Shares   1,407,369 
    10,188,316 
Class A Shares:     
Net Assets  $70,289,585 
Net assets and redemption price per share (a)  $8.00 
Maximum offering price per share (maximum sales charge of 3.50%)  $8.29 
Class C Shares:     
Net Assets  $11,279,624 
Net assets, offering price and redemption price per share (a)  $8.01 

 

(a)Redemptions made within 60 days of purchases may be assessed a redemption fee of 1.00%.

 

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

9

 

Atlas U.S. Tactical Income Fund, Inc.
Statement of Operations (Unaudited)
For the Six Months Ended March 31, 2023

 

Investment income:     
Interest  $3,012,318 
Dividends   693,245 
Less: foreign tax withholding   (73,023)
Total investment income   3,632,540 
      
Expenses:     
Investment advisory fees   468,483 
Interest and leverage related expenses   1,456,860 
Distribution fees:     
Class A   86,545 
Class C   57,684 
Administration fee   44,070 
Transfer agent fees   23,491 
Legal fees   19,945 
Professional fees   18,650 
Fund accounting fees   17,701 
Directors’ fees   16,953 
Audit and accounting fees   10,470 
Custody fees   9,972 
Printing expenses   7,979 
Shareholder service fees   7,870 
Insurance expense   5,485 
Other expenses   5,759 
Total expenses   2,257,917 
Less: Advisory fees waived by Adviser   (317,807)
Add: Class A Distribution fees waived by Adviser   (15,116)
Net expenses   1,924,994 
Net investment income  $1,707,546 
      
Realized and Unrealized Gain (Loss):     
Net realized gain (loss) on:     
Investments   (956,331)
Options contracts   (999,092)
Futures contracts   1,939,607 
    (15,816)
Net change in unrealized gain (loss):     
Investments   7,357,657 
Futures contracts   (2,331,846)
    5,025,811 
      
Net realized and unrealized gain on investments   5,009,995 
Net increase in net assets from operations  $6,717,541 
      

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

10

 

Atlas U.S. Tactical Income Fund, Inc.
Statements of Changes in Net Assets

 

   For The Six Months   For The Year 
   Ended   Ended 
   March 31, 2023   September 30, 2022 
   (Unaudited)     
From Operations:          
Net investment income  $1,707,546   $2,331,183 
Net realized loss on investments, options contracts and futures contracts   (15,816)   (9,493,612)
Net change in unrealized gain (loss) on investments, options contracts and futures contracts   5,025,811    (18,193,010)
    6,717,541    (25,355,439)
           
Distributions to shareholders:          
Total distributions          
Class A   (1,827,549)   (3,314,145)
Class C   (236,228)   (441,732)
Return of capital          
Class A       (282,034)
Class C       (37,592)
Total Distributions to shareholders:   (2,063,777)   (4,075,503)
           
From capital share transactions:          
Shares sold          
Class A   1,406,259    7,835,866 
Class C   20,000    1,441,020 
           
Shares issued in reinvestment of distributions          
Class A   530,482    1,004,214 
Class C   72,798    112,666 
           
Shares redeemed          
Class A   (1,951,948)   (3,927,948)
Class C   (639,049)   (865,328)
           
Redemption fees          
Class A       798 
Net increase (decrease) in net assets from capital share transactions   (561,458)   5,601,288 
           
Net Increase (Decrease) in Net Assets   4,092,306    (23,829,654)
           
Net Assets:          
Beginning of Period  $77,476,903   $101,306,557 
End of Period  $81,569,209   $77,476,903 
           

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

11

 

Atlas U.S. Tactical Income Fund, Inc.
Statement of Cash Flows (Unaudited)
For the Six Months Ended March 31, 2023

 

Cash used in operating activities     
Net increase in net assets resulting from operations  $6,717,541 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:     
Purchases of investments   (89,753,836)
Proceeds from sales of investments   83,146,134 
Proceeds from paydowns on investments   3,216,633 
Amortization of premiums on investments, net   17,852 
Net realized gain on investments, options contracts and futures contracts   15,816 
Net change in unrealized gain (loss) on investments, options contracts and futures contracts   (5,025,811)
      
Decrease (increase) in assets:     
Variation margin on futures contracts   186,324 
Receivable for securities sold   (1,594,793)
Interest receivable   (185,182)
Dividend receivable   36,985 
Prepaid expenses and other assets   (2,973)
Increase (decrease) in liabilities:     
Payable for securities purchased   896,345 
Variation margin on futures contracts   82,500 
Investment advisory fees payable   (36,912)
Distribution fees payable   3,198 
Accounts payable and other accrued expenses   (3,928)
Net cash used in operating activities   (2,284,107)
      
Cash flows from financing activities:     
Proceeds from shares sold   1,436,259 
Increase in borrowings, net of repayments of $1,362,296,762   3,527,509 
Payment of shares redeemed   (2,351,002)
Distributions to shareholders   (1,460,497)
Net cash from financing activities   1,152,269 
      
Net decrease in cash   (1,131,838)
Cash at beginning of Period   3,054,170 
Cash at end of period (includes deposits with broker)  $1,922,332 
      
Supplemental disclosures:     
Interest paid  $1,374,351 
Reconciliation to cash balance  $1,662,485 
Non-Cash Financing Activities:     
Dividends reinvested  $603,280 
      

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

12

 

Atlas U.S. Tactical Income Fund, Inc.
Financial Highlights

 

The following per unit data and ratios have been derived from information provided in the financial statements.

 

   Class A 
             
   For the Six Months Ended   For the Year Ended   For the Year Ended 
   March 31, 2023   September 30, 2022   September 30, 2021 
   (Unaudited)         
Per-share operating performance:               
Net asset value, beginning of period  $7.55   $10.39   $9.77 
                
Income from investment operations:               
Net investment income*   0.17    0.24    0.25 
Net realized and unrealized gain (loss) from investment operations   0.49    (2.67)   0.79 
    0.66    (2.43)   1.04 
Less distributions:               
Dividends from net investment income   (0.21)   (0.38)   (0.42)
Return of capital       (0.03)    
Total distributions   (0.21)   (0.41)   (0.42)
                
Paid in capital from redemption fees*   0.00    0.00    0.00 
                
Net asset value, end of period  $8.00   $7.55   $10.39 
                
Total investment return based on net asset value per share**   8.78%(a)  (24.00)%   10.77%
                
Ratios as a percentage of average net assets:               
Expenses***:               
before waiver/recapture   5.49%(b)  2.41%   1.90%
net of waiver/recapture   4.66%(b)  1.99%   1.58%
Net investment income   4.34%(b)  2.56%   2.45%
Net assets, end of period (in thousands)  $70,290   $66,340   $86,658 
Portfolio turnover rate   59%(a)  139%   14%

 

*Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

 

**Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and distributions, if any, and exclude the effect of applicable sales charges and redemption fees. Had the adviser not waived fees, total returns would have been lower.

 

***Expenses. excluding interest and leverage related expenses:
before waiver/recapture   1.88%   1.73%   1.77%
net of waiver/recapture   1.05%   1.31%   1.45%

 

(a)    Not annualized.

(b)    Annualized.

  

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

13

 

Atlas U.S. Tactical Income Fund, Inc.
Financial Highlights

 

The following per unit data and ratios have been derived from information provided in the financial statements.

 

   Class C 
             
   For the Six Months Ended   For the Year Ended   For the Year Ended 
   March 31, 2023   September 30, 2022   September 30, 2021 
   (Unaudited)         
Per-share operating performance:               
Net asset value, beginning of period  $7.55   $10.37   $9.75 
                
Income from investment operations:               
Net investment income*   0.14    0.17    0.17 
Net realized and unrealized gain (loss) from investment operations   0.48    (2.67)   0.79 
    0.62    (2.50)   0.96 
Less distributions:               
Dividends from net investment income   (0.16)   (0.29)   (0.34)
Return of capital       (0.03)    
Total distributions   (0.16)   (0.32)   (0.34)
                
Net asset value, end of period  $8.01   $7.55   $10.37 
                
Total investment return based on net asset value per share**   8.27%(a)  (24.56)%   9.89%
                
Ratios as a percentage of average net assets:               
Expenses***:               
before waiver/recapture   6.22%(b)  3.13%   2.64%
net of waiver/recapture   5.43%(b)  2.73%   2.32%
Net investment income   3.55%(b)  1.80%   1.68%
                
Net assets, end of period (in thousands)  $11,280   $11,137   $14,649 
Portfolio turnover rate   59%(a)  139%   14%

 

*Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

 

**Total returns shown are historical in nature and assume changes in share price, reinvestment of dividends and distributions, if any, and exclude the effect of applicable sales charges and redemption fees. Had the adviser not waived fees, total returns would have been lower.

 

***Expenses. excluding interest and leverage related expenses:
before waiver/recapture   2.62%   2.46%   2.51%
net of waiver/recapture   1.83%   2.06%   2.19%

 

(a)   Not annualized.

(b)   Annualized.

 

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

14

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited)
March 31, 2023

 

Note 1 – Organization

 

Prior to June 17, 2021, Atlas U.S. Tactical Income Fund, Inc. (the Fund) was a diversified, leveraged, open-end, redeemable at will, mutual fund investment company registered under the Puerto Rico Investment Companies Act of 2013 (the Act), as amended, and organized under the laws of the Commonwealth of Puerto Rico. The Fund was incorporated on June 17, 2015, and started operations on October 1, 2015. Since June 17, 2021, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is to maximize total return, consistent with preservation of capital.

 

The Fund currently offers Class A and Class C shares. Class A shares are offered at net asset value plus a maximum sales charge of 3.50%. Class C shares are offered at net asset value. The Fund charges a fee of 1% on redemptions of shares held for less than 60 days. Each class represents an interest in the same assets of the Fund and classes are identical except for differences in their sales charge structures and distribution charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.

 

The following is a summary of significant accounting policies followed by the Fund:

 

Basis of Accounting

 

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) applicable to investment companies. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies” including FASB Accounting Standard Update ASU 2013-08.

 

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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Net Asset Value

 

The net asset value per share of the Fund is determined as of the close of regular trading on each day that the New York Stock Exchange is open for business by adding the assets value of all securities and other assets of the Fund, then subtracting its liabilities, and then dividing the result by the total number of shares outstanding.

15

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 1 – Organization – (continued)

 

Fair Value Measurements

 

The Fund follows the provisions of FASB ASC 820 - Fair Value Measurements and Disclosures for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis and defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

Investment Transactions

 

Investment transactions are recorded on the trade date. Differences between cost and fair values are reflected as unrealized appreciation or depreciation on investments. The Fund uses the high cost method for determining realized gains or losses on investments.

 

Dividend income is recognized on the ex-dividend date, and interest income is recognized on an accrual basis. Discounts and premiums on fixed income securities are accreted or amortized using the interest yield method.

 

Taxation

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is more likely than not to be sustained on its merits in examination by the tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability should be recorded related to uncertain tax positions taken on returns filed for open tax years. As of March 31, 2023, there were no uncertain tax positions for the Fund or unrecognized tax benefits. The Fund remains subject to income tax examinations for its PR income taxes for the fiscal years 2018 to 2022.

 

The Fund can invest in taxable and tax-exempt securities. In general, distributions of taxable income dividends, if any, to Puerto Rico individuals, estates, and trusts are subject to a tax of 15%. Moreover, distribution of capital gain dividends, if any to (a) Puerto Rico individuals, estates, and trusts are subject to a tax of 15% and (b) Puerto Rico corporations are subject to a tax of 20%. The tax withholdings are effected at the time of payment of the corresponding dividend. Otherwise, tax distributions are subject to regular income tax. Individual shareholders may be subject to alternate basic tax on certain fund distributions. Certain Puerto Rico entities receiving taxable income dividends are entitled to claim an 85% dividends received deduction. Fund shareholders are advised to consult their own tax advisers.

 

REIT distributions – The character of distributions received from Real Estate Investment Trusts (’‘REITs’’) held by the Fund is generally comprised of net investment income, capital gains, and return of capital. It is the policy of the Fund to estimate the character of distributions received from underlying REITs based on historical data provided by the REITs. After each calendar year end, REITs report the actual tax character of these distributions. Differences between the estimated and actual amounts reported by the REITs are reflected in the Fund’s records in the year in which they are reported by the REITs by adjusting related investment cost basis, capital gains and income, as necessary.

 

16

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 1 – Organization – (continued)

 

In addition, the Fund is exempt from United States income taxes, except for dividends received from United States sources, which are subject to a 10% United States withholding tax, if certain requirements are met. Dividend income is recorded net of taxes.

 

Shares Issues and Redemptions

 

In accordance with the terms of the Fund, a net asset value per share is determined for each share class, as of the close of business on every business day for the purposes of issuance and redemption of the Fund’s shares. The Fund may assess a short-term redemption fee of 1.00% of the total redemption amount if a shareholder sells their shares after holding them for less than 60 days. The Fund received no redemption fees for the six months ended March 31, 2023.

 

Dividends and Distributions to Shareholders

 

The Fund distributes income on a monthly basis. The Fund does not generally intend to distribute capital gains, unless the Board of Directors (Board) determines that capital gains must be distributed to holders of shares in order to ensure advantageous tax treatment for the Fund or its shareholders.

 

Concentration of Credit Risk

 

The Fund is designated as a diversified fund, which may not invest more than 5% of the Fund’s total assets in a single issuer, with the exception of obligations guaranteed by the U.S. Government or one of its agencies.

 

Financial instruments that potentially expose the Fund to certain concentrations of credit risk include cash in bank accounts. The cash deposits, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation (FDIC).

 

Deposit accounts, including checking and savings accounts, money market deposit accounts and certificates of deposit are standardly insured for up to $250,000 by the FDIC. The standard insurance coverage is per depositor, per insured bank. Cash deposits with counter parties for futures and options are uninsured. At March 31, 2023, the Fund had uninsured cash deposits fully related to broker deposits and variation funds for futures and options. The Fund has not experienced any losses on such accounts. As of March 31, 2023, the Fund held $259,847 in cash at U.S. Bank, N.A. The Fund held $1,662,485 at Interactive Brokers.

 

Futures Contracts – The Fund is subject to interest rate risk in the normal course of pursuing its investment objectives. To manage equity price risk, the Fund may enter into futures contracts. Upon entering into a futures contract with a broker, the Fund is required to deposit, in a segregated account, a specified amount of cash which is classified as “cash deposit” with broker in the accompanying Statement of Assets and Liabilities. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by the Fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. When a contract is closed, the Fund recognizes a realized gain or loss. Futures contracts have market risks, including the risk that the change in the value of the contract may not correlate with changes in the value of the underlying securities. With futures contracts, there is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Futures contracts outstanding at year end are listed after the Fund’s Schedule of Investments.

17

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 1 – Organization – (continued)

 

The effect of derivative instruments on the Statement of Assets and Liabilities at March 31, 2023, were as follows:

 

      Location of derivatives on Statement of  Fair value of asset/liability 
Derivative    Risk Type    Assets and Liabilities  derivatives 
Futures contracts  Interest Rate  Variation margin on futures contracts  $(82,500)

 

As of March 31, 2023, the change in unrealized gain and the amount of realized gain on futures contracts subject to interest rate risk amounted to $(2,331,846) and $ 1,939,607, respectively. These amounts can be found on the Statement of Operations.

 

Options Transactions – The Fund is subject to equity price and interest rate risk in the normal course of pursuing its investment objective and may purchase options to help hedge against risk.

 

The Fund may purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in the Fund’s portfolio. If such a decline occurs, the put options will permit the Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. The premium paid for a put or call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to the Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs. Purchased options are non-income producing securities. With purchased options, there is minimal counterparty risk to the Fund since these options are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded options, guarantees against a possible default.

 

The effect of derivative instruments on the Statement of Operations for the six months ended March 31, 2023, were as follows:

 

         Realized and 
         unrealized gain 
Derivative    Risk Type    Location of gain (loss) on derivatives  (loss) on derivatives 
Futures  Interest Rate  Net realized gain from futures  $1,939,607 
Futures  Interest Rate  Net change in unrealized depreciation on futures   (2,331,846)
Options purchased  Equity  Net realized loss from options purchased   (1,033,771)
Options purchased  Interest Rate  Net realized gain from options purchased   34,679 
      Total  $(1,391,331)

18

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 1 – Organization – (continued)

 

The notional value of the derivative instruments outstanding as of March 31, 2023, as disclosed in the Schedule of Investments and the realized gain and loss amounts and changes in unrealized gains and losses on derivative instruments during the period as disclosed above and within the Statement of Operations serve as indicators of the volume of derivative activity for the Fund.

 

The cost of purchases and proceeds from the sale of securities, other than short-term securities, for the six months ended March 31, 2023, amounted to $89,753,836 and $85,217,302, respectively.

 

Note 2 – Fair Value Measurements

 

Security valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Debt securities (other than short-term obligations) are valued each day by an independent pricing service based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions or market quotations from a major market maker in the securities. The independent pricing service does not distinguish between smaller-sized bond positions known as “odd lots” and larger institutional-sized bond positions known as “round lots”. The Fund may fair value a particular bond if the adviser does not believe that the round lot value provided by the independent pricing service reflects fair value of the Fund’s holding. The Board has designated the adviser as its valuation designee. Futures contracts are valued at the final settled price or, in the absence of a settled price, at the last sale price on the day of valuation. Exchange traded options are valued at the last sale price or in the absence of a sale, at the mean between the current bid and ask prices. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.

 

Open-end underlying funds are valued at their respective net asset values as reported by such investment companies. The underlying funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the boards of the underlying funds.

 

The Fund determines the fair value of its financial instruments based on the Fair Value Measurement framework, which establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

19

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 2 – Fair Value Measurements – (continued)

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following table summarizes the inputs used as of March 31, 2023, for the Fund’s assets measured at fair value:

 

Assets*  Level 1   Level 2   Level 3   Total 
Common Stocks  $14,586,482   $   $   $14,586,482 
Corporate Bonds       40,266,611        40,266,611 
U.S. Government & Agencies       94,736,582        94,736,582 
Total Investments  $14,586,482   $135,003,193   $   $149,589,675 
Liabilities                    
Reverse Repurchase Agreements  $   $(71,155,000)  $   $(71,155,000)
Futures Contracts**   (204,543)           (204,543)
Total Liabilities  $(204,543)  $(71,155,000)  $   $(71,359,543)

20

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 2 – Fair Value Measurements – (continued)

 

The Fund did not hold any Level 3 securities during the period.

 

*Please refer to the Schedule of Investments for industry classifications.

 

**Represents cumulative appreciation on futures contracts at March 31, 2023.

 

The following is a description of the Fund’s valuation methodologies used for assets and liabilities measured at fair value:

 

Equity Securities – Equity securities include common stock, exchange traded funds and master limited partnerships. Equity securities with quoted market prices obtained from an active exchange market are classified as Level 1.

 

Exchange Traded Funds (ETFs) – ETFs are priced continuously during normal trading hours in an active exchange market. The net asset value (NAV) of ETFs is calculated at the end of each trading day, at market close. ETFs are classified as Level 1.

 

U.S. Government Agency Debentures, Mortgage-Backed and Instrumentalities – Fair value for these securities is obtained from third-party pricing service providers that use a pricing methodology based on an active exchange market and quoted market prices for similar securities. Other US Government debt securities, other than U.S. Treasury Notes, are classified as Level 2.

 

Corporate Bonds – The fair value of corporate bonds is estimated using various techniques, which may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (when observable), bond spreads, fundamental data relating to the issuer, and credit default swap spreads adjusted for any basis difference between cash and derivative instruments. Although most corporate bonds are categorized in level 2 of the fair value hierarchy, in instances when lower relative weight is placed on transaction prices, quotations, or similar observable inputs, they are categorized in level 3.

21

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 3 – Management, Advisory, Distribution and Other Fees

 

Investment Advisory Fees

 

Atlas Asset Management, LLC (the “Adviser”) provides investment advisory services to the Fund. The Adviser charges an investment advisory fee at an annual rate of 0.65% on the first $100 million, 0.60% on the next $200 million and 0.55% on assets exceeding $300 million on the Fund’s average daily gross assets. For the six months ended March 31, 2023, $468,483 of investment advisory fees was paid by the Fund of which $317,807 was waived by the Adviser.

 

The Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund until at least January 31, 2024 to ensure that total annual fund operating expenses after fee waiver and/or reimbursement (exclusive of any front-end or contingent deferred loads, taxes, brokerage fees and commissions, borrowing costs (such as interest and dividend expense on securities sold short), acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses), or extraordinary expenses such as litigation) will not exceed 1.15% of the average daily gross assets of the Fund’s Class A shares and 1.90% of the average daily gross assets of the Fund’s Class C shares. Fees waived or reimbursed by the Adviser may be recouped by the Adviser from the Fund, to the extent that overall expenses fall below the expense limitation within three years following when such amounts were waived and/or reimbursed if such recoupment can be achieved within the lesser of the foregoing expense limits or the expenses limits in place at the time of the recoupment. In addition, during the years ended September 30, 2022 and September 30, 2021, the Adviser voluntarily waived fees of $357,112 and $202,727, respectively, which are not subject to recapture by the Adviser.

 

Distribution Fees

 

The distributor of the Fund is Northern Lights Distributors, LLC (“NLD” or the “Distributor”). The distribution fee amounts to an annual rate of 0.25% and 1.00% of the Class A and Class C shares, respectively, computed on the Fund’s average daily net assets. For the six months ended March 31, 2023, $86,545 for Class A and $57,684 for Class C of distribution fees was paid by the Fund of which $15,116 of the distribution fees on Class A was waived by the Adviser. The Distributor acts as the Funds principal underwriter in a continuous public offering of the Fund’s shares. For the six months ended March 31, 2023, the Distributor received $32,741 in underwriting commissions for sales of Class A shares, of which $3,631 was retained by the principal underwriter or other affiliated broker-dealers.

 

Other Fees

 

Certain officers and directors of the Fund are also officers and directors of the Adviser. The Fund also has three independent directors, who are paid based upon fees per meeting and disclosed in the Prospectus. For the six months ended March 31, 2023, the independent directors received $16,953 in fees.

22

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 4 – Investment and Other Requirements and Limitations

 

The Fund is subject to certain requirements and limitations related to investments. Some of these requirements and limitations are imposed statutorily or by regulation, while others are by procedures established by the Board. The most significant requirements and limitations are discussed below.

 

The Fund is prohibited from investing in direct or indirect obligations issued by the Commonwealth of Puerto Rico or any of its instrumentalities or any security deemed illiquid by the Adviser.

 

Normally, at least 20% of the Fund’s assets must be invested solely in securities issued by Government National Mortgage Association (“GNMA” or “Ginnie Mae”), Federal National Mortgage Association (“FNMA” or “Fannie Mae”) and Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”) representing an interest in or guaranteed by mortgages on real property located in Puerto Rico.

 

Note 5 – Share Transactions

 

The Fund is authorized to issue an unlimited number of Class A and Class C shares of common stock with no par value per share. Transactions in shares during the six months ended March 31, 2023, and the year ended September 30, 2022, were as follows:

 

March 31, 2023
   Shares 
   Class A   Class C 
Shares sold   175,157    2,497 
Shares issued in reinvestment of distributions   67,029    9,183 
Shares redeemed   (246,722)   (80,231)
           
Net decrease   (4,536)   (68,551)
Shares outstanding          
Beginning of period   8,785,483    1,475,920 
End of period   8,780,947    1,407,369 
           
September 30, 2022
   Shares 
   Class A   Class C 
Shares sold   804,951    143,593 
Shares issued in reinvestment of distributions   111,721    12,572 
Shares redeemed   (468,709)   (92,496)
           
Net increase   447,963    63,669 
Shares outstanding          
Beginning of year   8,337,520    1,412,251 
End of year   8,785,483    1,475,920 

23

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 6 – Tax Information

 

The Fund should be exempt from Puerto Rico income tax for a taxable year if it distributes to its shareholders at least 90% of its net income for the taxable year within the time period provided by the Puerto Rico Internal Revenue Code of 2011, as amended.

 

The Fund will be treated as a “passive foreign investment company” (“PFIC”) under the United States Internal Revenue Code of 1986, as amended (the “US Code”). As such, the Fund will not qualify as a regulated investment company under Subchapter M of the US Code and will be treated as a non-U.S. corporation whose only business activity in the United States is trading in stocks or securities for its own account, which, under the US Code, does not constitute engaging in the conduct of a trade or business within the United States, even if its principal office is located therein. As a result, the Fund will be subject to U.S. federal income tax withholding only with respect to certain types of income from United States sources considered fixed, determinable, annual and periodic income (such as dividends and interest paid by U.S. payors).

 

In general, the Fund’s distributions will be subject to Puerto Rico income taxes as dividend income, capital gains, or some combination of both, unless you are investing through a tax-advantaged arrangement, such as a Puerto Rico tax-qualified retirement plan or an IRA, in which case your distributions may be taxed as ordinary income when withdrawn from the tax-advantaged account. Such distributions will also be subject to U.S. federal income taxes and the PFIC rules if received by a U.S. person not residing in Puerto Rico. Distributions to residents of Puerto Rico who own, directly or indirectly, less than 10% of the total shares of the Fund will not be subject to U.S. federal income taxes.

 

Note 7 – Tax Components of Capital

 

The tax attributes of distributions paid during the fiscal years ended September 30, 2022 and September 30, 2021, were as follows:

 

   Fiscal Year Ended   Fiscal Year Ended 
   September 30, 2022   September 30, 2021 
Ordinary Income  $(3,755,877)  $(3,073,610)
Long-Term Capital Gain        
Return of Capital   (319,626)    
Total  $(4,075,503)  $(3,073,610)

 

The Fund’s net investment income and net realized gain (loss) on investments and futures contracts reflected in the financial statements differ from distributable net investment income and net realized gain (loss) on investments and futures contracts for tax purposes. Permanent book and tax differences are primarily attributable to the tax adjustments for real estate investment trusts and partnerships, and paydowns from mortgage-backed securities, as follows:

 

   2022 
Net investment income per statement of operations  $2,331,183 
Tax adjustments for real estate investment trusts and partnerships    
Reclassification of realized loss on securities’ paydown for tax purposes   562,408 
Distributable net investment income for tax purposes  $2,893,591 
      
Net realized loss on investments and derivatives per statement of operations  $(9,493,612)
Tax adjustments for real estate investment trusts and partnerships    
Reclassification of realized loss on securities’ paydown for tax purposes   (562,408)
Net realized loss on investments and derivatives for tax purposes  $(10,056,020)

24

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 7 – Tax Components of Capital - (continued)

 

The accumulated net investment loss and accumulated net realized loss on investments (tax basis) and derivatives, respectively, (for tax purposes) at September 30, 2022, were as follows:

 

   2022 
Undistributed net investment income, beginning of the year  $862,286 
Net investment income for the year   2,893,591 
Distributions   (3,755,877)
Accumulated net investment loss, end of the year  $ 
      
Accumulated net realized loss on investments and future contracts, beginning of the year  $(5,552,931)
Net realized loss on investment and derivatives for the year, tax basis   (10,056,020)
Distributions    
Accumulated net realized loss on investments and derivatives, end of the year, tax basis  $(15,608,951)

 

Note 8 – Securities Sold Under Agreements to Repurchase

 

The Fund may enter into reverse repurchase agreements. In a reverse repurchase agreement, the Fund delivers a security in exchange for cash to a financial institution, the counterparty, with a simultaneous agreement to repurchase the same or substantially the same security at an agreed upon price and date. The Fund is entitled to receive principal and interest payments, if any, made on the security delivered to the counterparty during the term of the agreement. Cash received in exchange for securities delivered plus accrued interest payments to be made by the Fund to counterparties are reflected as a liability on the Statement of Assets and Liabilities. Interest payments made by the Fund to counterparties are recorded as a component of interest expense on the Statement of Operations. The reverse repurchase agreements on the Statement of Assets and Liabilities are recorded at their contractual amount, which approximates their fair value based on Level 2 inputs in the fair value hierarchy.

 

At March 31, 2023, the Fund had outstanding $71,155,000 in securities sold under agreements to repurchase. Summarized information on such borrowing was as follows:

 

Weighted-average interest rate at end of the period  5.02%
    
Maximum aggregate balance outstanding at any time during the period  $73,648,000
    
Average balance outstanding during the period  $66,339,676
    
Weighted-average interest rate during the period  4.35%

 

At March 31, 2023, the interest rates on five outstanding agreements with maturities up to April 6, 2023, were 5.00%, 5.08%, 5.15%, 4.90% and 4.98%.

 

At March 31, 2023, investment securities amounting to $86,628,416 were pledged as collateral for securities sold under agreements to repurchase, limited to the reverse repurchase balance. The counterparties under such agreements to repurchase have the right to sell or repledge the investment securities. Interest payable on securities sold under agreements to repurchase amounted to $145,168 at March 2023.

 

No trades were executed by any affiliate of the Adviser.

25

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 9 – Risks and uncertainties

 

The business, results of operations and financial condition of the Fund may be adversely affected by public health epidemics, such as the recent spread of the novel coronavirus. A public health epidemic poses the risk that the Fund, its employees, business partners and investors may be prevented from conducting business activities for an indefinite period of time, including due to lockdowns that may be requested or mandated by governmental authorities. As of the date of issuing these financial statements, the Fund has not experienced financial losses or operating disruptions that adversely affects the Fund’s performance.

 

Leverage Risk. The use of leverage by the Fund creates an opportunity for increased net income, but at the same time, creates special risks. Because, under normal market conditions, obligations with longer-term or medium-term maturities produce higher yields than short-term obligations, the Adviser believes that the spread inherent in the difference between the short-term rates paid by the Fund in the course of leveraging and the longer-term rates received by the Fund from securities purchased with the proceeds of such leverage will provide holders of the shares with a potentially higher yield. Investors should note, however, that leverage creates certain risks for holder of shares, including higher volatility in the net asset value and market value of the shares as well as in the dividend rate paid by the Fund on the shares. Since any decline in the value of the Fund’s investment will be borne entirely by the holders of shares, the effect of leverage in the declining market would result in a greater decrease in net asset value per share than if the Fund were not leveraged, which will result in a lower redemption price of the shares. The effect of leverage may cause a shareholder to lose all or a portion of its investment in the Fund.

 

Mortgage-Backed Securities Risk. Mortgage-backed securities are classified generally as either commercial mortgage-backed securities or residential mortgage-backed securities, each of which is subject to certain specific risks. Mortgage-backed securities tend to be more sensitive to changes in interest rates than other types of debt securities. Investments in mortgage-backed securities are subject to both extension risk, where borrowers extend the duration of their mortgages in times of rising interest rates, and prepayment risk, where borrowers pay off their mortgages sooner than expected in times of declining interest rates. These risks may reduce the Fund’s returns. In addition, investments in mortgage-backed securities, including those comprised of subprime mortgages, may be subject to a higher degree of credit risk, valuation risk, and liquidity risk than various other types of fixed-income securities.

26

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 10 – Investment and Other Requirements and Limitations

 

The Fund is subject to certain requirements and limitations related to investments and leverage. Some of these requirements and limitations are imposed statutorily or by regulation while others are imposed by procedures established by the Board of Directors. The most significant requirements and limitations are discussed below. In accordance with the requirements of the Puerto Rico Investment Companies Act and rulings issued by the Commissioner of Financial Institutions (“OCFI”), the Fund is required to invest at least 20% of the Fund’s total assets in Puerto Rico Assets (the “20% investment requirement”). The balance of the Fund’s assets is invested in U.S. debt and other fixed-income obligations. Under the new investment objective, the Fund continues to be required to invest at least 90% of its assets in securities that are rated, at the time of purchase, within the highest rating category by one or more nationally recognized statistical rating organizations or are deemed of comparable quality by the Fund’s investment adviser. The OCFI granted a waiver that permits the Fund to maintain PR assets acquired prior to the effective date of the change in investment policy. Therefore, the Fund will gradually achieve the approved investment policy and applicable compliance ratios with the gradual disposal of assets as market and economic conditions permits.

 

The Fund’s investment objective and fundamental policies may not be changed without the vote of a majority of the Fund’s outstanding shares of common stock and the consent of the Commissioner. All other investment policies and limitations, however, subject to applicable Puerto Rico law, may be changed by the Board of Directors of the Fund without the approval of either the Fund’s shareholders or the Commissioner. The Fund’s leverage, as measured by the ratio of total assets, may not exceed 33 1⁄3%. Should this ratio be exceeded, the Fund is precluded from further leverage transactions until the maximum 33 1⁄3% ratio is restored. The Fund may issue preferred stock, debt securities and other forms of leverage to the extent that immediately after their issuance the value of the Fund’s total assets less all the Fund’s liabilities and indebtedness which are not represented by preferred stock, debt securities, or other forms of leverage being issued or already outstanding is equal to or greater than 300% of the aggregate par value of all outstanding preferred stock (not including any accumulated dividends or other distributions attributable to such preferred stock) and the total amount outstanding of debt securities and other forms of leverage.

 

Offsetting of Financial Assets and Derivative Assets and Liabilities

 

The Fund’s policy is to recognize a net asset or liability equal to the net appreciation (depreciation) of the repurchase agreements. The following table shows additional information regarding repurchase agreements and the offsetting of assets and liabilities at March 31, 2023.

 

               Gross Amounts Not Offset
in the Statement of
 
Liabilities:              Assets & Liabilities 
       Gross Amounts   Net Amounts         
       Offset in the   Presented in the         
   Gross Amounts   Statement of   Statement of   Financial     
   of Recognized   Assets &   Assets &   Instruments   Collateral 
Description  Liabilities   Liabilities   Liabilities   Pledged(1)   Pledged/(Received) 
Reverse repurchase agreements  $71,155,000   $   $71,155,000   $71,155,000   $ 

 

(1)The amount is limited to the reverse repurchase balance and accordingly does not include excess collateral pledged.

27

 

Atlas U.S. Tactical Income Fund, Inc.
Notes to Financial Statements (Unaudited) (Continued)
March 31, 2023

 

Note 10 – Investment and Other Requirements and Limitations - (continued)

 

Remaining Contractual maturity of the lending agreement

 

   Overnight &           Greater than     
   Continuous   Up to 30 Days   30-90 Days   90 Days   Total 
US Government Agency Obligations  $   $71,155,000   $   $   $71,155,000 
                          
Gross amount of unrecognized liabilities for reverse repurchase agreements   $71,155,000 

 

Note 11 – Control Ownership

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. As of March 31, 2023, Pershing LLC, an account holding shares for the benefit of others in nominee name, held approximately 80% of the voting securities for the Fund. The Fund has no knowledge as to whether any beneficial owner included in these nominee accounts holds more than 25% of the voting shares of the Fund.

 

Note 12 – Subsequent Events

 

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.

28

 

Atlas U.S. Tactical Income Fund, Inc.
DISCLOSURE OF FUND EXPENSES (Unaudited)
March 31, 2023

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as sales charges and redemption fees; and (2) ongoing costs, including management fees; distribution and/or shareholder servicing fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period beginning October 1, 2022 through March 31, 2023.

 

Actual Expenses

 

The “Actual” lines in the table below provide information about actual account values and actual expenses. You may use the information below, 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 table 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 “Hypothetical” lines in the table below provide 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 balances or expenses you paid for the period. You may use this information to compare 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), or redemption fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

      Ending Account  Expenses Paid
   Beginning Account  Value  During Period *
   Value (10/1/22)  (3/31/23)  (10/1/22 to 3/31/23)
Actual         
Class A  $1,000.00  $1,087.80  $24.26
Class C  $1,000.00  $1,082.70  $28.20
Hypothetical         
(5% return before expenses)         
Class A  $1,000.00  $1,001.70  $23.26
Class C  $1,000.00  $997.86  $27.05

 

*Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratios of 4.66% and 5.43% for Class A and Class C, respectively, multiplied by the number of days in the period (182) divided by the number of days in the fiscal year (365).

29

 

Atlas U.S. Tactical Income Fund, Inc.
ADDITIONAL INFORMATION (Unaudited)
March 31, 2023

 

Change in Independent Registered Public Accounting Firm

 

On March 6, 2023, BBD LLP (“BBD”) ceased to serve as the independent registered public accounting firm of the Fund. The Audit Committee of the Board of Directors approved the replacement of BBD as a result of Cohen & Company, Ltd.’s (“Cohen”) acquisition of BBD’s investment management group.

 

The report of BBD on the financial statements of the Fund as of and for the fiscal year ended September 30, 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles. During the fiscal year ended September 30, 2022, and during the subsequent interim period through March 6, 2023: (i) there were no disagreements between the registrant and BBD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BBD, would have caused it to make reference to the subject matter of the disagreements in its report on the financial statements of the Fund for such years or interim period; and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

The registrant requested that BBD furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating that it agrees with the above statements. A copy of such letter is filed as an exhibit to Form N-CSRS.

 

On May 16, 2023, the Audit Committee of the Board of Directors also recommended and approved the appointment of Cohen as the Fund’s independent registered public accounting firm for the fiscal year ending September 30, 2023.

 

During the fiscal year ended September 30, 2022, and during the subsequent interim period through March 6, 2023, neither the registrant, nor anyone acting on its behalf, consulted with Cohen on behalf of the Fund regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Fund’s financial statements, or any matter that was either: (i) the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto; or (ii) “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

30

 

ANNUAL SHAREHOLDER MEETING PROXY VOTE RESULTS (Unaudited)

 

An Annual Meeting of Shareholders of the Fund was held on January 27, 2023, to elect the following nominees to the Board of Directors of the Fund. The votes cast for each Director were as follows:

 

Proposed Director Shares Voted For Shares Withheld
Jorge Padilla 8,966,547 18,416
Fernando Nido 8,966,547 18,416
Eduardo Inclán 8,966,547 18,416
Paul Hopgood 8,964,405 20,558
Jaime Pandal 8,966,547 18,416

31

 

LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)

 

The Fund has adopted and implemented a written liquidity risk management program as required by Rule 22e-4 (the “Liquidity Rule”) under the 1940 Act. The program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources.

 

During the six months ended March 31, 2023, the Fund’s Liquidity Risk Management Program Committee (the “Committee”) reviewed the Fund’s investments and determined that the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Committee concluded that (i) the Fund’s liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Fund’s liquidity risk management program has been effectively implemented.

32

 

Atlas U.S. Tactical Income Fund, Inc.

 

MAY 21, 2021

 

PRIVACY POLICY

 

In the course of doing business with shareholders, the Atlas Fund (the “Fund”) collect nonpublic personal information about shareholders. “Nonpublic personal information” is personally identifiable financial information about shareholders. For example, it includes shareholders’ social security number, account balance, bank account information and purchase and redemption history.

 

The Fund collects this information from the following sources:

 

ØInformation we receive from shareholders on applications or other forms;

 

ØInformation about shareholder transactions with us and our service providers, or others;

 

ØInformation we receive from consumer reporting agencies (including credit bureaus).

 

What information does the Fund disclose and to whom does the Fund disclose information.

 

The Fund only discloses nonpublic personal information collected about shareholders as permitted by law. For example, the Fund may disclose nonpublic personal information about shareholders:

 

ØTo government entities, in response to subpoenas or to comply with laws or regulations.

 

ØWhen shareholders direct us to do so or consent to the disclosure.

 

ØTo companies that perform necessary services for the Fund, such as data processing companies that the Fund use to process shareholders transactions or maintain shareholder accounts.

 

ØTo protect against fraud, or to collect unpaid debts. Information about former shareholders.

 

If a shareholder closes its account, we will adhere to the privacy policies and practices described in this notice.

 

How the Fund safeguards information.

 

Within the Fund, access to nonpublic personal information about shareholders is limited to our employees and in some cases to third parties (for example, the service providers described above) as permitted by law. The Fund and its service providers maintain physical, electronic and procedural safeguards that comply with federal standards to guard shareholder nonpublic personal information.

33

 

Atlas U.S. Tactical Income Fund, Inc.

 

MAY 21, 2021

 

PRIVACY NOTICE

 

In order to provide the products and services of the Fund, we may collect nonpublic, personal information from you. We consider such information to be private and confidential and are committed to respecting your privacy and protecting your information.

 

We may collect nonpublic, personal information about you from the following sources:

 

ØInformation that you provide us on applications and other forms;

 

ØInformation that we generate to service your account, such as account statements; and

 

ØInformation that we may receive from third parties.

 

We do not disclose nonpublic, personal information about you without your authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated and unaffiliated third parties with whom we have contracts for servicing the Fund, including transfer agents and mailing services. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities and require third parties to treat your non-public personal information with the same high degree of confidentiality.

 

We restrict access to your nonpublic, personal information to those employees who need to know such information to provide products or services to you. We maintain certain physical, electronic and procedural safeguards that are designed to protect your nonpublic, personal information.

 

In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or Fund company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with non-affiliated third parties.

34

 

PROXY VOTING POLICY

 

Information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-855-969-8440 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-855-969-8440.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
INVESTMENT ADVISER
Atlas Asset Management, LLC
Buchanan Office Center
Road 165 #40, Suite 201
Guaynabo, Puerto Rico 00968
 
ADMINISTRATOR
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
 
 
 
 
 
ATLAS-SAR23

 

 

(b) Not applicable.

 

Item 2. Code of Ethics. Not applicable.

 

Item 3. Audit Committee Financial Expert. Not applicable.

 

Item 4. Principal Accountant Fees and Services. Not applicable.

 

Item 5. Audit Committee of Listed Companies. Not applicable to open-end investment companies.

 

Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. 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 Funds. Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders. None

 
 

 

Item 11. Controls and Procedures.

 

(a)       Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b)       There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. Not applicable.

 

Item 13. Exhibits.

 

(a)(1) Not applicable.

 

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

 

(a)(3) Not applicable for open-end investment companies.

 

(a)(4) Change in Registrant’s Independent Public Accountant is filed herewith.

 

(b)       Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.

 

SIGNATURES

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

 

(Registrant) Atlas U.S. Tactical Income Fund, Inc.

 

By (Signature and Title)

/s/ Paul Hopgood

Paul Hopgood, President/Principal Executive Officer

 

Date 5/30/23

 

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

 

By (Signature and Title)

/s/ Paul Hopgood

 
 

Paul Hopgood, President/Principal Executive Officer

 

Date 5/30/23

 

 

By (Signature and Title)

/s/ Jaime Pandal

Jaime Pandal, Treasurer/Principal Financial Officer

 

Date 5/30/23