Usonian Japan Value Fund Audited Annual Financial Statements 2021
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USONIAN JAPAN VALUE FUND (A SUB-FUND OF SKYLINE UMBRELLA FUND ICAV - An Irish collective asset- management vehicle established as an umbrella fund with segregated liability between sub- funds) ANNUAL REPORT & AUDITED FINANCIAL STATEMENTS For the financial year ended 30 April 2021 Grantham, Mayo, Van Otterloo & Co. LLC, the commodity pool operator of Usonian Japan Value Fund operates under a claim for exemption made pursuant to U.S. Commodity Futures Trading Commission Regulation 4.7 issued pursuant to the Commodity Exchange Act of 1974. Grantham, Mayo, Van Otterloo & Co. LLC, the commodity pool operator of Usonian Japan Value Fund (the “Pool”), affirms that the information contained herein is the Annual Report of the Pool (the “Report”) for the year ended 30 April 2021 and that, to the best of the undersigned’s knowledge and belief, the information contained in the Report is accurate and complete. By:___________________________________________ Name: Tara Ann Pari Title: Registered Principal Grantham, Mayo, Van Otterloo & Co. LLC Usonian Japan Value Fund GMO 40 Rowes Wharf | Boston, MA 02110 | USA T 617.330.7500 GMO.com Usonian Japan Value Fund Annual Report and Audited (A Sub-Fund of Skyline Umbrella Fund ICAV) Financial Statements 2021 Contents Page Organisation 1 Background to the ICAV and the Fund 3 Investment Manager’s Report 6 Directors’ Report 7 Report of the Depositary to the Shareholders 11 Independent Auditor’s Report 12 Statement of Comprehensive Income 15 Statement of Financial Position 16 Statement of Changes in Net Assets Attributable to Holders of Redeemable Participating Shares 17 Statement of Cash Flows 18 Notes to the Financial Statements 19 Schedule of Investments 36 Schedule of Total Expense Ratios (Unaudited) 39 Schedule of Portfolio Changes (Unaudited) 40 Appendix I UCITS V Remuneration (Unaudited) 42 Usonian Japan Value Fund Annual Report and Audited (A Sub-Fund of Skyline Umbrella Fund ICAV) Financial Statements 2021 Organisation Registered No: C64176 Registered Office of the ICAV Directors of the ICAV Davy House Tom Berrigan (Irish) (resigned 17 August 2020)* 49 Dawson Street John Craddock (Irish) (resigned 2 June 2020)** Dublin 2 Aidan Donnelly (Irish) (appointed 2 June 2020)** Ireland Robbie Kelleher (Irish) (resigned 2 June 2020)* Darragh Mooney (Irish) (appointed 2 June 2020)** Paul O’Shea (resigned 17 August 2020)*** Ruth (Patterson) Sullivan (Irish) (appointed 2 June 2020)** Administrator, Registrar and Depositary Transfer Agent Northern Trust Fiduciary Services (Ireland) Limited Northern Trust International Fund Administration Georges Court Services (Ireland) Limited 54-62 Townsend Street Registered Office Dublin 2 Georges Court Ireland 54-62 Townsend Street Dublin 2 Ireland Independent Auditor Distributor Deloitte Ireland LLP Davy Global Fund Management Limited**** Chartered Accountants & Davy House Statutory Audit Firm 49 Dawson Street Deloitte & Touche House Dublin 2 Earlsfort Terrace Ireland Dublin 2 Ireland J&E Davy**** Davy House 49 Dawson Street Dublin 2 Ireland Investment Manager Manager Grantham, Mayo, Van Otterloo & Co. LLC***** Davy Global Fund Management Limited**** 40 Rowes Wharf Davy House Boston 49 Dawson Street Massachusetts 02110 Dublin 2 USA Ireland Usonian Investments LLC***** 353 N. Clark Street Suite 3501 Chicago IL 60654 1 Usonian Japan Value Fund Annual Report and Audited (A Sub-Fund of Skyline Umbrella Fund ICAV) Financial Statements 2021 Organisation (continued) Legal Advisors Secretary Walkers Listing & Support Services Limited Walkers Listing & Support Services Limited 5th Floor 5th Floor The Exchange The Exchange George’s Dock George’s Dock IFSC IFSC Dublin 1 Dublin 1 Ireland Ireland The Prospectus, the key investor information document, the instrument of incorporation, the annual and semi-annual reports, as well as the issue and redemption prices are available from the office of the Swiss Representative. The issue and redemption prices of the shares of each sub-fund of the ICAV is available upon request from [email protected] and [email protected]. * Non Executive Director ** Independent Non Executive Director *** Executive Director **** Effective 12 June 2020, Davy Global Fund Management Limited replaced J&E Davy as Distributor and Fund Manager. *****Effective 10 August 2020, Grantham, Mayo, Van Otterloo & Co. LLC replaced Usonian Investments LLC as investment manager of Usonian Japan Value Fund. 2 Usonian Japan Value Fund Annual Report and Audited (A Sub-Fund of Skyline Umbrella Fund ICAV) Financial Statements 2021 Background to the ICAV and the Fund Skyline Umbrella Fund ICAV (the “ICAV”) is registered in Ireland as an Irish Collective Asset-Management Vehicle under the Irish Collective Asset-Management Vehicles Act 2015. It was registered on 16 February 2016. The ICAV was previously incorporated in Ireland as a public limited company before the conversion into an Irish Collective Asset-Management Vehicle and complied with the provisions in the Companies Act 2014 up until its conversion date. The ICAV is an umbrella fund with segregated liability between its sub-funds. The ICAV is authorised by the Central Bank of Ireland (the “Central Bank”) pursuant to the provisions of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 ((S.I. 352 of 2011) (as amended) (the “UCITS Regulations”) and the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2019 (the “Central Bank UCITS Regulations”). Shares representing interests in different funds may be issued from time to time by the Directors with the prior approval of the Central Bank. A separate portfolio of assets is maintained for each sub-fund and is invested in accordance with the investment objectives and policies applicable to that fund. Accordingly, any liability incurred on behalf of or attributable to any fund of the ICAV shall be discharged solely out of the assets of that fund. As at 30 April 2021, fourteen funds, namely ARGA Global Equity Fund, ARGA Emerging Market Equity Fund, The GM Fund, Fortem Capital Progressive Growth Fund, Arbrook American Equities Fund, Levendi Thornbridge Defined Return Fund, Usonian Japan Value Fund, Lowes UK Defined Strategy Fund, ARGA European Equity Fund, Fortem Capital Alternative Growth Fund, Eagle Capital US Equity Value Fund, (on 5 January 2021 Eagle Capital US Equity Fund changed its name to Eagle Capital US Equity Value Fund), Fortem Capital REIT (Real Estate Index Tracking) Fund and SECOR Hedged Equity Fund were in existence. SECOR Mazu Global Equity Fund terminated on 18 March 2021, however its authorisation has not yet been revoked by the Central Bank of Ireland (“CBI”). Once deauthorisation has occurred, the Secor Mazu Global Equity Fund will cease to exist These Financial Statements are prepared for Usonian Japan Value Fund (the “Fund”) a Sub-Fund of Skyline Umbrella Fund ICAV. The Fund was authorised by the Central Bank on 15 February 2018 and launched on 16 February 2018. The Fund can offer its investors six share classes as follows: Class A1 GBP Unhedged Acc Shares Class A1 GBP Unhedged Dist Shares Class A2 USD Unhedged Acc Shares Class A3 EUR Unhedged Acc Shares Class A4 CHF Unhedged Acc Shares Class A5 JPY Unhedged Acc Shares As at 30 April 2021, Class A1 GBP Unhedged Acc Shares, Class A1 GBP Unhedged Dist Shares, Class A2 USD Unhedged Acc Shares were in issue. The functional currency of the Fund is JPY. Investment Objective of the Usonian Japan Value Fund The investment objective of the Fund is to seek long term capital appreciation. Under normal circumstances, the Fund will invest in equity securities of Japanese companies of any capitalisation industry or sector that Grantham, Mayo, Van Otterloo & Co. LLC (the “Investment Manager”) (Usonian Investments LLC served as the Fund’s Investment Manager prior to 10 August 2020) believes are attractively valued, profitable and conservatively capitalised to reflect a strong asset base and a low debt level. The Fund's investments in equity securities may include common stock, preferred stocks and convertible preferred securities (in which preferred stocks may be converted into common stock). While the Fund invests primarily in equity securities of Japanese issuers and issuers domiciled outside of Japan but whose securities primarily trade on Japanese exchanges, it may invest in securities of Japanese issuers on any recognised exchange or the securities of issuers located anywhere in the world, whose primary business market is Japan. The Fund may also achieve the exposure to Japanese companies as outlined above by investing in American Depositary Receipts, European Depositary Receipts, and Global Depositary Receipts and may also obtain market exposure to Japanese companies through investment in Exchange Traded Funds. 3 Usonian Japan Value Fund Annual Report and Audited (A Sub-Fund of Skyline Umbrella Fund ICAV) Financial Statements 2021 Background to the ICAV and the Fund (continued) Net Asset Value of the Fund The Net Asset Value (“NAV”) of the Fund was calculated in its functional currency. The NAV per share of the Fund was expressed in the currency in which the shares are designated or in such other currency as the Directors may determine either generally or in relation to a particular class or in a specific case, and was calculated by ascertaining the value of the assets of the Fund and deducting from such value the liabilities of the Fund (excluding shareholders’