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Form N-CSR Atlas U.S. Tactical Inco For: Sep 30

December 5, 2022 9:47 AM EST

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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: 9/30/22

 

Item 1. Reports to Stockholders.

 

 

 

(LOGO)

 

 

ATLAS U.S. TACTICAL INCOME FUND, INC.

 

ANNUAL REPORT

 

September 30, 2022

 

 

 

 

 

To our Shareholders: (Unaudited)

 

The Atlas U.S. Tactical Income Fund Inc. (the “Fund”) is pleased to present its Annual Report to Shareholders for the fiscal year ended September 30, 2022.

 

The Fund is an open-end investment company that seeks to maximize total return, consistent with preservation of capital. The Fund invests primarily in fixed-income securities, including U.S. government, mortgage-backed, and corporate debt securities, and municipal obligations. The Fund normally invests at least 80% of its assets in a diversified portfolio of fixed-income instruments of varying maturities and generally invests up to 20% of its total assets in large capitalization stocks. The Fund may not invest more than 10% of its assets in below investment-grade fixed income securities. The Fund is a diversified, open-end redeemable at will investment company under the Investment Company Act of 1940. The Fund’s investment objective seeks to maximize total return, consistent with the preservation of capital.

 

Economic and Financial Market Review

 

During the fiscal year ended September 30, 2022, economic conditions normalized after the adverse effects on the economy from the COVID-19 pandemic, however persistent and broad inflationary pressures prompted the Federal Reserve (“Fed”) to adopt a significant monetary policy tightening cycle. The measures implemented by the US central bank pushed interest rates higher and credit markets lower due to the uncertainty in the economic outlook resulting from higher financing rates in the private and public sector.

 

The main theme in the financial markets during the fiscal year ended September 30, 2022 revolved around the acceleration of broad inflationary pressures, as the Consumer Price Index increased from a rate of 5.40% to 8.20% by the end of the fiscal year. Although some of the price pressures resulted from the supply challenges about the pandemic, a major factor was the increase in demand for goods, services, and housing stemming from accommodative fiscal and monetary policies.

 

Faced with the risks of persistent and elevated price levels, the Fed tightened monetary policy using the institution’s tool kit by (1) increasing short-term interest rates from 0.00% to 3.25% by the end of the fiscal year and (2) reducing its balance sheet by means of quantitative tightening at a combined monthly rate of $95 billion of US Treasury and Agency Mortgage-Backed securities. The fixed income market reacted accordingly, with the 2-year US Treasury note yield increasing by 400 basis points (“bps”), from 0.28% to 4.28%. The long end of the yield curve, represented by the 10-year US Treasury note rose by 234 bps for the same period, from 1.49% to 3.83%. The major sectors in the fixed income market were adversely impacted by the change in the Fed’s outlook. The credit markets, specifically US High Grade Corporate and Municipal debt, were impacted by the increase in interest rates, but also by the surge in risk premia associated with the uncertainty regarding the future path of interest rates and economic outlook. For the fiscal year, the IBoxx USD Liquid Investment Grade Index and the Bloomberg Taxable Muni US Aggregate Index fell by 20.97% and 21.75%, respectively. The Agency Mortgage-Backed sector was affected by the aforementioned factors but also by the supply and demand imbalances prompted by change in the composition of the Fed’s security holdings. The Bloomberg MBS Conventional 30 Year Index declined by 14.76% for the same period. Also, the Bloomberg Aggregate Bond Index, a broad measure for the fixed income sector decreased by 14.60%.

 

Consistent with the deterioration in sentiment in the fixed income credit sector, the equity market also performed disappointingly during the fiscal year. The combination of factors described above along with a reduction in earnings estimates pressured large capitalization stocks in the last semester of the year.

1

 

For the fiscal year, the S&P 500 index and the NASDAQ composite weakened by 15.47% and 26.23%. For the same period, the total return for Class A without load subsided by 24.00%.

 

The source of the Fund’s return was driven by the surge in interest rates and unfavorable performance in credit markets, including the equity allocation in the Fund. The allocation to equities remained stable throughout the year, whereas the allocation to high grade corporate and municipal debt decreased in favor of US Agency Mortgage-Backed securities.

 

Inflationary pressures should subside over the course of the next twelve months because of the tightening of monetary policy and financial conditions; however, the short-term economic outlook remains uncertain against a backdrop of higher long-term interest rates and continued vigilance by the Fed. Nevertheless, unemployment levels remain at historical low levels and Fed officials insist on the probability of a soft landing for the US economy. Credit volatility resulting from the aforementioned factors will be closely monitored to help position the Fund for a favorable outcome.

 

Sincerely,

 

15981768-NLD 11/14/2022

2

 

Atlas U.S. Tactical Income Fund, Inc.
Portfolio Review (Unaudited)
September 30, 2022

 

Composition of the change in value of a $10,000 investment

 

(LINE GRAPH) 

 

The Fund’s performance figures for the periods ended September 30, 2022, compared to its benchmark:

 

     
  One Year Two Year
Atlas U.S. Tactical Income Fund, Inc.:    
Class A without Load (24.00)% (8.29)%
Class A with load (26.68)% (9.89)%
Class C (24.56)% (9.00)%
Bloomberg U.S. Aggregate 1-3 Year Index * (5.11)% (2.45)%
Bloomberg U.S. Aggregate Bond Index ** (14.60)% (8.00)%
S&P 500 Total Return Index *** (15.47)% 4.83%

 

 

* 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.
   
** 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, 2023, 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, 2022, including underlying funds, are 1.91% for Class A and 2.65% 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.

 

3

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS
September 30, 2022

 

Shares      Fair Value 
     COMMON STOCKS — 28.0%     
     APPAREL & TEXTILE PRODUCTS - 0.7%     
 6,773   NIKE, Inc., Class B  $562,972 
           
     BANKING - 2.8%     
 22,362   Bank of America Corporation   675,333 
 11,078   Citigroup, Inc.   461,620 
 15,551   Fifth Third Bancorp   497,010 
 2,766   JPMorgan Chase & Company   289,047 
 6,604   Wells Fargo & Company   265,613 
         2,188,623 
     CABLE & SATELLITE - 0.5%     
 12,107   Comcast Corporation, Class A   355,098 
           
     E-COMMERCE DISCRETIONARY - 1.1%     
 7,300   Amazon.com, Inc.(a)   824,900 
           
     ENTERTAINMENT CONTENT - 0.8%     
 6,771   Walt Disney Company(a)   638,709 
           
     HEALTH CARE REIT - 0.3%     
 18,376   Medical Properties Trust, Inc.   217,939 
           
     INSTITUTIONAL FINANCIAL SERVICES - 0.3%     
 908   Goldman Sachs Group, Inc.   266,089 
           
     INSURANCE - 0.4%     
 5,953   American International Group, Inc.   282,648 
           
     INTERNET MEDIA & SERVICES - 2.2%     
 4,307   Airbnb, Inc., Class A(a)   452,407 
 7,140   Alphabet, Inc., Class C(a)   686,511 
 3,482   Meta Platforms, Inc., Class A(a)   472,438 
 576   Netflix, Inc.(a)   135,614 
         1,746,970 

 

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

4

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2022

 

Shares      Fair Value 
     COMMON STOCKS — 28.0% (Continued)     
     LEISURE FACILITIES & SERVICES - 0.4%     
 3,418   Starbucks Corporation  $288,001 
           
     MORTGAGE FINANCE - 7.6%     
 325,297   AGNC Investment Corporation   2,739,001 
 181,760   Annaly Capital Management, Inc.   3,119,002 
         5,858,003 
     OFFICE REIT - 0.0%(b)     
 1,071   Orion Office REIT, Inc.   9,371 
           
     RETAIL - CONSUMER STAPLES - 1.3%     
 752   Costco Wholesale Corporation   355,147 
 1,843   Target Corporation   273,483 
 2,775   Walmart, Inc.   359,918 
         988,548 
     RETAIL - DISCRETIONARY - 0.6%     
 1,613   Home Depot, Inc.   445,091 
           
     RETAIL REIT - 0.9%     
 11,896   Realty Income Corporation   692,347 
           
     SEMICONDUCTORS - 1.6%     
 7,817   Advanced Micro Devices, Inc.(a)   495,285 
 2,388   Applied Materials, Inc.   195,649 
 12,870   Intel Corporation   331,660 
 3,792   Micron Technology, Inc.   189,979 
         1,212,573 
     SOFTWARE - 3.1%     
 1,970   Crowdstrike Holdings, Inc., Class A(a)   324,676 
 4,757   Microsoft Corporation   1,107,905 
 1,980   Palo Alto Networks, Inc.(a)   324,304 
 3,403   Salesforce, Inc.(a)   489,488 
 6,778   Shopify, Inc., Class A(a)   182,599 
         2,428,972 

 

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

5

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2022

 

Shares      Fair Value 
     COMMON STOCKS — 28.0% (Continued)     
     TECHNOLOGY HARDWARE - 1.0%     
 5,766   Apple, Inc.  $796,861 
           
     TECHNOLOGY SERVICES - 1.4%     
 5,402   Fiserv, Inc.(a)   505,465 
 6,345   PayPal Holdings, Inc.(a)   546,114 
         1,051,579 
     TELECOMMUNICATIONS - 0.6%     
 12,151   Verizon Communications, Inc.   461,373 
           
     TRANSPORTATION & LOGISTICS - 0.4%     
 2,165   United Parcel Service, Inc., Class B   349,734 
           
           
     TOTAL COMMON STOCKS (Cost $28,439,139)   21,666,401 
           
     EXCHANGE-TRADED FUNDS — 4.7%     
     EQUITY - 4.7%     
 10,203   SPDR S&P 500 ETF Trust   3,644,307 
           
     TOTAL EXCHANGE-TRADED FUNDS (Cost $3,949,435)   3,644,307 

 

Principal         Coupon Rate       
Amount ($)      Spread  (%)  Maturity  Fair Value 
     CORPORATE BONDS — 44.0%              
     BANKING — 21.2%              
 2,400,000   Bank of America Corporation(c)  H15T5Y + 1.200%  2.4820  09/21/36   1,738,407 
 4,600,000   Bank of America Corporation(c)  H15T5Y + 2.000%  3.8460  03/08/37   3,716,468 
 3,300,000   Citigroup, Inc.     4.1250  07/25/28   2,984,405 
 100,000   JPMorgan Chase & Company     4.2500  10/01/27   93,910 
 5,900,000   JPMorgan Chase & Company(c)  SOFRRATE + 2.580%  5.7170  09/14/33   5,583,892 
 2,500,000   US Bancorp(c)  SOFRRATE + 2.110%  4.9670  07/22/33   2,336,892 
                  16,453,974 

 

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

6

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2022

 

Principal         Coupon Rate       
Amount ($)      Spread  (%)  Maturity  Fair Value 
     CORPORATE BONDS — 44.0% (Continued)              
     INSTITUTIONAL FINANCIAL SERVICES — 10.1%              
 2,000,000   Goldman Sachs Group, Inc.(c)  SOFRRATE + 1.410%  3.1020  02/24/33  $1,589,456 
 6,900,000   Morgan Stanley(c)  SOFRRATE + 2.620%  5.2970  04/20/37   6,197,505 
                  7,786,961 
     SPECIALTY FINANCE —12.7%              
 4,000,000   American Express Company(c)  SOFRRATE + 2.255%  4.9890  05/26/33   3,720,018 
 6,600,000   Capital One Financial Corporation(c)  SOFRRATE + 2.370%  5.2680  05/10/33   6,105,527 
                  9,825,545 
     TOTAL CORPORATE BONDS (Cost $37,339,669)            34,066,480 
                    
     MUNICIPAL BONDS — 0.9%              
     WATER AND SEWER — 0.9%              
 1,000,000   City of Cincinnati OH Water System Revenue     2.6260  12/01/40   733,580 
                    
     TOTAL MUNICIPAL BONDS (Cost $1,021,059)            733,580 
                    
     U.S. GOVERNMENT & AGENCIES — 104.7%              
     AGENCY FIXED RATE — 93.8%              
 7,254,452   Fannie Mae Pool(d)     5.0000  09/01/52   7,090,259 
 41,350,000   Fannie Mae Pool(d)     5.0000  10/25/52   40,413,778 
 103,087   Ginnie Mae I Pool     6.0000  09/15/32   105,689 
 78,531   Ginnie Mae I Pool     6.0000  01/15/33   80,428 
 32,679   Ginnie Mae I Pool     6.0000  06/15/33   34,595 
 304,647   Ginnie Mae I Pool(d)     6.5000  10/15/37   315,192 
 867,236   Ginnie Mae I Pool(d)     4.0000  01/15/46   855,920 
 1,282,964   Ginnie Mae I Pool(d)     4.0000  01/15/48   1,218,161 
 819,163   Ginnie Mae I Pool(d)     4.0000  03/15/48   776,546 
 655,479   Ginnie Mae I Pool(d)     4.0000  03/15/48   622,188 
 768,897   Ginnie Mae I Pool(d)     4.0000  04/15/48   728,723 
 584,627   Ginnie Mae I Pool(d)     4.0000  05/15/48   549,783 

 

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

7

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2022

 

Principal      Coupon Rate       
Amount ($)      (%)  Maturity  Fair Value 
     U.S. GOVERNMENT & AGENCIES — 104.7% (Continued)           
     AGENCY FIXED RATE 93.8% (Continued)           
 787,255   Ginnie Mae I Pool(d)  4.5000  05/15/48  $760,182 
 573,371   Ginnie Mae I Pool(d)  4.0000  08/15/48   542,678 
 494,328   Ginnie Mae I Pool(d)  4.0000  11/15/48   467,782 
 1,100,402   Ginnie Mae I Pool(d)  4.5000  02/15/49   1,077,325 
 3,854,060   Ginnie Mae I Pool(d)  4.0000  07/15/49   3,653,530 
 663,550   Ginnie Mae I Pool(d)  4.5000  02/15/50   648,971 
 1,374,873   Ginnie Mae II Pool(d)  4.0000  09/20/47   1,296,725 
 1,409,242   Ginnie Mae II Pool(d)  4.5000  02/20/48   1,355,003 
 837,734   Ginnie Mae II Pool(d)  4.0000  03/20/48   799,597 
 1,277,529   Ginnie Mae II Pool(d)  4.0000  03/20/48   1,208,703 
 1,015,444   Ginnie Mae II Pool(d)  4.5000  07/20/48   991,939 
 702,692   Ginnie Mae II Pool(d)  4.0000  09/20/48   661,828 
 1,218,300   Ginnie Mae II Pool(d)  4.0000  09/20/48   1,147,752 
 585,017   Ginnie Mae II Pool(d)  4.5000  09/20/48   569,961 
 1,429,934   Ginnie Mae II Pool(d)  4.5000  02/20/49   1,385,771 
 2,834,001   Ginnie Mae II Pool(d)  4.0000  02/20/50   2,670,163 
 693,966   Ginnie Mae II Pool  4.0000  01/20/52   652,910 
               72,682,082 
     AGENCY MBS OTHER — 10.9%           
 39,850   Ginnie Mae I Pool  7.0000  07/15/24   39,726 
 44,834   Ginnie Mae I Pool  7.5000  12/15/24   44,857 
 33,550   Ginnie Mae I Pool  7.0000  02/15/25   33,348 
 45,992   Ginnie Mae I Pool  7.5000  02/15/25   46,192 
 43,625   Ginnie Mae I Pool  7.5000  04/15/25   43,508 
 48,249   Ginnie Mae I Pool  8.0000  05/15/25   48,005 
 42,212   Ginnie Mae I Pool  7.5000  06/15/25   42,331 
 33,418   Ginnie Mae I Pool  7.5000  06/15/25   33,579 
 32,075   Ginnie Mae I Pool  7.5000  06/15/25   32,197 
 48,405   Ginnie Mae I Pool  7.5000  09/15/25   48,586 
 41,478   Ginnie Mae I Pool  7.5000  12/15/25   41,675 
 25,000   Ginnie Mae I Pool  7.0000  02/15/26   24,741 
 41,133   Ginnie Mae I Pool  7.0000  04/15/26   40,707 
 25,000   Ginnie Mae I Pool  7.5000  05/15/26   25,018 
 25,000   Ginnie Mae I Pool  7.0000  06/15/26   24,757 

 

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

8

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2022

 

Principal      Coupon Rate       
Amount ($)      (%)  Maturity  Fair Value 
     U.S. GOVERNMENT & AGENCIES — 104.7% (Continued)           
     AGENCY MBS OTHER — 10.9% (Continued)           
 42,647   Ginnie Mae I Pool  7.5000  07/15/26  $42,677 
 38,823   Ginnie Mae I Pool  7.0000  08/15/26   38,445 
 48,072   Ginnie Mae I Pool  7.0000  08/15/26   48,178 
 49,114   Ginnie Mae I Pool  7.0000  08/15/26   48,701 
 36,020   Ginnie Mae I Pool  7.0000  08/15/26   36,077 
 45,992   Ginnie Mae I Pool  7.0000  08/15/26   46,093 
 43,602   Ginnie Mae I Pool  7.5000  09/15/26   43,703 
 47,125   Ginnie Mae I Pool  7.0000  10/15/26   47,237 
 39,181   Ginnie Mae I Pool  7.0000  11/15/26   39,261 
 25,000   Ginnie Mae I Pool  7.0000  01/15/27   24,998 
 27,344   Ginnie Mae I Pool  7.0000  01/15/27   27,334 
 48,979   Ginnie Mae I Pool  7.0000  01/15/27   48,743 
 48,076   Ginnie Mae I Pool  7.0000  03/15/27   48,212 
 31,687   Ginnie Mae I Pool  7.0000  03/15/27   31,429 
 25,000   Ginnie Mae I Pool  7.0000  03/15/27   24,998 
 25,000   Ginnie Mae I Pool  7.0000  04/15/27   24,998 
 25,000   Ginnie Mae I Pool  7.0000  04/15/27   24,853 
 28,189   Ginnie Mae I Pool  7.0000  04/15/27   28,179 
 37,614   Ginnie Mae I Pool  6.5000  05/15/27   37,594 
 25,000   Ginnie Mae I Pool  7.0000  05/15/27   25,118 
 71,286   Ginnie Mae I Pool  6.5000  06/15/27   71,140 
 25,000   Ginnie Mae I Pool  7.0000  06/15/27   24,853 
 25,000   Ginnie Mae I Pool  7.0000  06/15/27   24,998 
 43,520   Ginnie Mae I Pool  6.5000  07/15/27   42,991 
 42,686   Ginnie Mae I Pool  6.5000  07/15/27   42,605 
 36,642   Ginnie Mae I Pool  7.0000  07/15/27   36,572 
 39,459   Ginnie Mae I Pool  7.0000  08/15/27   39,455 
 45,309   Ginnie Mae I Pool  7.0000  08/15/27   45,523 
 43,132   Ginnie Mae I Pool  7.0000  08/15/27   43,052 
 28,583   Ginnie Mae I Pool  7.0000  08/15/27   28,414 
 32,734   Ginnie Mae I Pool  7.0000  09/15/27   32,589 
 36,467   Ginnie Mae I Pool  7.0000  01/15/28   36,556 
 25,000   Ginnie Mae I Pool  7.0000  03/15/28   24,740 
 45,057   Ginnie Mae I Pool  6.5000  04/15/28   44,720 

 

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

9

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2022

 

Principal      Coupon Rate       
Amount ($)      (%)  Maturity  Fair Value 
     U.S. GOVERNMENT & AGENCIES — 104.7% (Continued)           
     AGENCY MBS OTHER — 10.9% (Continued)           
 25,000   Ginnie Mae I Pool  7.0000  04/15/28  $24,740 
 25,000   Ginnie Mae I Pool  7.0000  06/15/28   24,740 
 25,000   Ginnie Mae I Pool  7.0000  04/15/29   24,802 
 25,000   Ginnie Mae I Pool  7.0000  06/15/29   25,341 
 25,000   Ginnie Mae I Pool  7.0000  07/15/29   25,341 
 25,000   Ginnie Mae I Pool  7.0000  09/15/29   25,341 
 35,993   Ginnie Mae I Pool  7.0000  11/15/29   36,483 
 33,338   Ginnie Mae I Pool  7.0000  01/15/30   33,074 
 34,119   Ginnie Mae I Pool  7.0000  01/15/30   34,118 
 25,000   Ginnie Mae I Pool  7.0000  02/15/30   24,727 
 25,000   Ginnie Mae I Pool  7.0000  03/15/30   24,727 
 25,000   Ginnie Mae I Pool  7.0000  03/15/30   25,327 
 25,000   Ginnie Mae I Pool  7.0000  05/15/30   24,993 
 25,000   Ginnie Mae I Pool  7.0000  05/15/30   25,327 
 40,836   Ginnie Mae I Pool  7.0000  05/15/30   40,827 
 38,156   Ginnie Mae I Pool  7.0000  05/15/30   38,097 
 25,000   Ginnie Mae I Pool  7.0000  05/15/30   24,727 
 25,000   Ginnie Mae I Pool  7.0000  06/15/30   24,993 
 25,000   Ginnie Mae I Pool  7.0000  06/15/30   24,727 
 25,000   Ginnie Mae I Pool  7.0000  06/15/30   25,327 
 25,000   Ginnie Mae I Pool  7.0000  06/15/30   24,705 
 45,756   Ginnie Mae I Pool  7.0000  06/15/30   45,611 
 25,000   Ginnie Mae I Pool  7.0000  07/15/30   24,727 
 40,738   Ginnie Mae I Pool  7.0000  07/15/30   40,560 
 25,000   Ginnie Mae I Pool  7.0000  08/15/30   25,123 
 25,000   Ginnie Mae I Pool  7.0000  08/15/30   24,705 
 41,433   Ginnie Mae I Pool  7.0000  08/15/30   41,421 
 41,711   Ginnie Mae I Pool  7.0000  09/15/30   42,257 
 45,189   Ginnie Mae I Pool  7.0000  09/15/30   45,176 
 34,540   Ginnie Mae I Pool  7.0000  09/15/30   34,163 
 25,000   Ginnie Mae I Pool  7.0000  10/15/30   24,705 
 41,521   Ginnie Mae I Pool  7.0000  10/15/30   41,725 
 44,210   Ginnie Mae I Pool  7.0000  11/15/30   44,121 
 85,518   Ginnie Mae I Pool  7.0000  12/15/30   85,999 

 

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

10

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2022

  

Principal      Coupon Rate       
Amount ($)      (%)  Maturity  Fair Value 
     U.S. GOVERNMENT & AGENCIES — 104.7% (Continued)           
     AGENCY MBS OTHER — 10.9% (Continued)           
 48,134   Ginnie Mae I Pool  6.5000  01/15/31  $48,196 
 30,400   Ginnie Mae I Pool  7.0000  01/15/31   30,084 
 44,416   Ginnie Mae I Pool  7.0000  01/15/31   43,892 
 44,094   Ginnie Mae I Pool  7.0000  02/15/31   44,059 
 86,993   Ginnie Mae I Pool  6.5000  03/15/31   87,231 
 135,608   Ginnie Mae I Pool(d)  6.5000  03/15/31   134,387 
 25,000   Ginnie Mae I Pool  6.5000  03/15/31   25,128 
 80,148   Ginnie Mae I Pool  6.5000  03/15/31   80,372 
 25,000   Ginnie Mae I Pool  6.5000  03/15/31   25,096 
 82,353   Ginnie Mae I Pool  6.5000  04/15/31   82,602 
 25,000   Ginnie Mae I Pool  6.5000  04/15/31   25,128 
 36,832   Ginnie Mae I Pool  6.5000  04/15/31   36,878 
 99,018   Ginnie Mae I Pool  6.5000  05/15/31   99,488 
 25,000   Ginnie Mae I Pool  6.5000  05/15/31   25,096 
 61,253   Ginnie Mae I Pool  6.5000  05/15/31   61,341 
 25,000   Ginnie Mae I Pool  6.5000  06/15/31   25,128 
 37,484   Ginnie Mae I Pool  6.5000  08/15/31   37,677 
 40,278   Ginnie Mae I Pool  6.5000  08/15/31   40,432 
 385,354   Ginnie Mae I Pool(d)  6.5000  11/15/31   392,257 
 263,216   Ginnie Mae I Pool(d)  6.5000  11/15/31   264,848 
 139,922   Ginnie Mae I Pool(d)  6.5000  01/15/32   140,716 
 91,808   Ginnie Mae I Pool  6.0000  08/15/32   92,016 
 96,504   Ginnie Mae I Pool  6.0000  08/15/32   96,412 
 571,344   Ginnie Mae I Pool(d)  6.5000  08/15/32   589,705 
 316,574   Ginnie Mae I Pool(d)  6.0000  09/15/32   321,209 
 446,051   Ginnie Mae I Pool(d)  6.5000  02/15/33   459,935 
 105,400   Ginnie Mae I Pool  6.0000  04/15/33   105,448 
 311,940   Ginnie Mae I Pool(d)  6.0000  08/15/33   316,881 
 383,854   Ginnie Mae I Pool(d)  5.0000  04/15/38   380,823 
 685,756   Ginnie Mae I Pool(d)  5.0000  06/15/38   681,279 
 738,669   Ginnie Mae I Pool(d)  5.0000  09/15/38   734,574 

 

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

11

 

ATLAS U.S. TACTICAL INCOME FUND
SCHEDULE OF INVESTMENTS (Continued)
September 30, 2022

 

     Fair Value 
  U.S. GOVERNMENT & AGENCIES — 104.7% (Continued)     
  AGENCY MBS OTHER — 10.9% (Continued)     
     $8,475,358 
  TOTAL U.S. GOVERNMENT & AGENCIES (Cost $85,387,886)   81,157,440 
        
  TOTAL INVESTMENTS - 182.3% (Cost $156,137,188)  $141,268,208 
  LIABILITIES IN EXCESS OF OTHER ASSETS - (82.3)%   (63,791,305)
  NET ASSETS - 100.0%  $77,476,903 

 

OPEN FUTURES CONTRACTS
Number of
Contracts
   Open Short Futures Contracts  Expiration  Notional Amount   Value and
Unrealized
Appreciation
 
 150   CBOT 10 Year US Treasury Note  12/20/2022  $16,809,375   $800,703 
 150   CBOT US Long Bond Future  12/20/2022   18,960,900    1,326,600 
     TOTAL FUTURES CONTRACTS          $2,127,303 

 

REVERSE REPURCHASE AGREEMENTS
Principal Amount ($)   Counterparty  Acquired Date  Interest (%)   Maturity  Fair Value 
$(10,386,000)  Amherst Pierpont  9/8/2022   2.9600   10/7/2022  $(10,386,000)
 (32,800,000)  Goldman Sachs  9/27/2022   3.3000   10/4/2022   (32,800,000)
 (10,250,000)  INTL FCStone  9/27/2022   3.3500   10/4/2022   (10,250,000)
 (14,274,000)  South Street  9/8/2022   2.9800   10/7/2022   (14,274,000)
TOTAL REVERSE REPURCHASE AGREEMENTS (Proceeds $67,710,000)     $(67,710,000)

 

ETF- Exchange-Traded Fund

 

REIT- Real Estate Investment Trust

 

SPDR- Standard & Poor’s Depositary Receipt

 

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 September 30, 2022.
   
(d) This security has been pledged as collateral for securities sold under agreements to repurchase of $76,225,074.

 

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

12

 

Atlas U.S. Tactical Income Fund, Inc.
Statement of Assets and Liabilities
September 30, 2022

 

Assets:    
Investments, at fair value (cost $156,137,188) - including $76,225,074 of securities held in a pledge account for repurchase agreements collateral  $141,268,208 
Cash   595,172 
Deposits with broker for futures contracts   2,458,998 
Interest receivable   804,135 
Variation margin on futures contracts   157,031 
Dividend receivable   230,322 
Receivable for Fund shares sold   10,000 
Receivable for securities sold   111,795 
Prepaid expenses and other assets   899 
Total Assets   145,636,560 
      
Liabilities:     
Reverse repurchase agreements (proceeds $67,710,000)   67,710,000 
Investment advisory fees payable   41,967 
Payable for securities purchased   234,946 
Interest payable for reverse repurchase agreements   62,659 
Distribution fees payable   32,484 
Accrued expenses and other liabilities   77,601 
Total Liabilities   68,159,657 
Net Assets  $77,476,903 
      
Net assets:     
Capital stock, $0 par value     
Paid-in capital, unlimited shares authorized  $105,827,531 
Accumulated losses   (28,350,628)
Total Net Assets  $77,476,903 
      
Shares outstanding     
Class A Shares   8,785,483 
Class C Shares   1,475,920 
    10,261,403 
      
Class A Shares:     
Net Assets  $66,339,733 
Net assets and redemption price per share (a)  $7.55 
Maximum offering price per share (maximum sales charge of 3.50%)  $7.82 
Class C Shares:     
Net Assets  $11,137,170 
Net assets, offering price and redemption price per share (a)  $7.55 

 

(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.

13

 

Atlas U.S. Tactical Income Fund, Inc.
Statement of Operations
For the Year Ended September 30, 2022

 

Investment income:    
Interest  $4,398,347 
Dividends   41,263 
Less: foreign tax withholding   (111,114)
Total investment income   4,328,496 
      
Expenses:     
Investment advisory fees   1,019,680 
Interest and leverage related expenses   644,652 
Distribution fees:     
Class A   203,700 
Class C   137,348 
Administration fee   111,037 
Legal fees   50,001 
Transfer agent fees   43,720 
Professional fees   43,100 
Fund accounting fees   35,464 
Directors’ fees   27,400 
Audit and accounting fees   25,000 
Printing expenses   16,425 
Custody fees   12,520 
Shareholder service fees   7,190 
Insurance expense   6,893 
Other expenses   12,145 
Total expenses   2,396,275 
Less: Advisory fees waived by Adviser   (357,112)
Less: Class A Distribution fees waived by Adviser   (41,850)
Net expenses   1,997,313 
Net investment income  $2,331,183 
      
Realized and Unrealized Gain (Loss):     
Net realized gain (loss) on:     
Investments   (13,208,148)
Options contracts   984,357 
Futures contracts   2,730,179 
    (9,493,612)
Net change in unrealized gain (loss):     
Investments   (19,828,655)
Options contracts   (148,303)
Futures contracts   1,783,948 
    (18,193,010)
      
Net realized and unrealized loss on investments   (27,686,622)
Net decrease in net assets from operations  $(25,355,439)

 

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

14

 

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

 

   For The Year   For The Year 
   Ended   Ended 
   September 30, 2022   September 30, 2021 
From Operations:          
Net investment income  $2,331,183   $1,807,963 
Net realized gain (loss) on investments, options contracts and futures contracts   (9,493,612)   625,339 
           
Net change in unrealized gain (loss) on investments, options contracts and futures contracts   (18,193,010)   3,788,823 
    (25,355,439)   6,222,125 
           
Distributions to shareholders:          
Total distributions          
Class A   (3,314,145)   (2,749,585)
Class C   (441,732)   (324,025)
Return of capital          
Class A   (282,034)    
Class C   (37,592)    
Total Distributions to shareholders:   (4,075,503)   (3,073,610)
           
           
From capital share transactions:          
Shares sold          
Class A   7,835,866    40,159,571 
Class C   1,441,020    9,755,701 
           
Shares issued in reinvestment of distributions          
Class A   1,004,214    661,675 
Class C   112,666    63,445 
           
Shares redeemed          
Class A   (3,927,948)   (3,906,308)
Class C   (865,328)   (1,090,611)
           
Redemption fees          
Class A   798    130 
Net increase in net assets from capital share transactions   5,601,288    45,643,603 
           
Net Increase (Decrease) in Net Assets   (23,829,654)   48,792,118 
           
Net Assets:          
Beginning of Year  $101,306,557   $52,514,439 
End of Year  $77,476,903   $101,306,557 

 

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

15

 

Atlas U.S. Tactical Income Fund, Inc.
Statement of Cash Flows
For the Year Ended September 30, 2022

 

Cash used in operating activities    
Net decrease in net assets resulting from operations  $(25,355,439)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities:     
Purchases of investments   (243,836,832)
Proceeds from sales of investments   223,581,578 
Proceeds from paydowns on investments   10,213,869 
Amortization of premiums on investments, net   374,306 
Net realized loss on investments, options contracts and futures contracts   19,976,958 
Net change in unrealized gain (loss) on investments, options contracts and futures contracts   12,552,000 
      
Decrease (increase) in assets:     
Variation margin on futures contracts   186,324 
Receivable for securities sold   (111,795)
Interest receivable   (21,286)
Dividend receivable   (46,909)
Prepaid expenses and other assets   566 
Increase (decrease) in liabilities:     
Payable for securities purchased   234,946 
Investment advisory fees payable   (23,000)
Distribution fees payable   2,944 
Accounts payable and other accrued expenses   (40,342)
Net cash used in operating activities   (2,312,112)
      
Cash flows from financing activities:     
Proceeds from shares sold   9,336,291 
Increase in borrowings, net of repayments of $1,853,499,679   2,952,430 
Payment of shares redeemed   (5,030,271)
Redemption fees   798 
Distributions to shareholders   (2,958,623)
Net cash from financing activities   4,300,625 
      
Net increase in cash   1,988,513 
Cash at beginning of Year   1,065,657 
Cash at end of year (includes deposits with broker)  $3,054,170 
      
      
Supplemental disclosures:     
Interest paid  $586,629 
Reconciliation to cash balance  $2,458,998 
Non-Cash Financing Activities:     
Dividends reinvested  $1,116,880 

 

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

16

 

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

 

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

 

**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   1.73%   1.77%
net of waiver/recapture   1.31%   1.45%

 

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

17

 

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

 

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

 

**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   2.46%   2.51%
           
net of waiver/recapture   2.06%   2.19%

 

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

18

 

Atlas U.S. Tactical Income Fund, Inc.

Notes to Financial Statements

September 30, 2022

 

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.

19

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)  

September 30, 2022

 

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 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 the 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 September 30, 2022, 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 2017 to 2021.

 

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 will be 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.

20

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)  

September 30, 2022

 

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. In the opinion of the Fund’s legal counsel, the Fund is not required to file a U.S. federal income tax return.

 

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 redemption fees of $798 for the year ended September 30, 2022.

 

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 deposit with counter parties for futures and options are uninsured. At September 30, 2022, 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 September 30, 2022, the Fund held $595,172 in cash at U.S. Bank, N.A.. The Fund held $2,458,998 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 a 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 Funds 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.

21

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)

September 30, 2022

 

Note 1 -Organization – (continued)

 

The effect of derivative instruments on the Statement of Assets and Liabilities at September 30, 2022, 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  $157,031 

 

As of September 30, 2022, the change in unrealized gain and the amount of realized gain on futures contracts subject to interest rate risk amounted to $1,783,948 and $2,730,179, 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 year ended September 30, 2022, were as follows:

 

         Realized and 
         unrealized gain 
         (loss) on 
Derivative  Risk Type  Location of gain (loss) on derivatives  derivatives 
           
Futures  Interest Rate  Net realized gain from futures  $2,730,179 
            
Futures  Interest Rate  Net change in unrealized appreciation on futures   1,783,948 
Options purchased  Equity  Net realized gain from options purchased   307,060 
            
Options purchased  Interest Rate  Net realized gain from options purchased   677,297 
Options purchased  Interest Rate  Net change in unrealized depreciation on options purchased   (148,303)
      Total  $5,350,181 

22

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)  

September 30, 2022

 

Note 1 -Organization – (continued)

 

The notional value of the derivative instruments outstanding as of September 30, 2022, as disclosed in the Schedule of Investments and the realized 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 year ended September 30, 2022, amounted to $242,008,825 and $218,940,150, 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. 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.

23

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)  

September 30, 2022

 

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 September 30, 2022, for the Fund’s assets measured at fair value:

 

Assets*  Level 1   Level 2   Level 3   Total 
Common Stocks  $21,666,401   $   $   $21,666,401 
Exchange Traded Funds   3,644,307            3,644,307 
Corporate Bonds       34,066,480        34,066,480 
Municipal Bonds       733,580        733,580 
U.S. Government & Agencies       81,157,440        81,157,440 
Total Investments    $25,310,708   $115,957,500   $   $141,268,208 
Derivatives                    
Futures Contracts **  $2,127,303   $   $   $2,127,303 
Total Assets    $27,438,011   $115,957,500   $   $143,395,511 
                     
Liabilities                    
Reverse Repurchase Agreements  $   $(67,710,000)  $   $(67,710,000)
Total Liabilities    $   $(67,710,000)  $   $(67,710,000)

24

 

Atlas U.S. Tactical Income Fund, Inc. 

Notes to Financial Statements (Continued)  

September 30, 2022

 

Note 2 -Fair Value Measurements – (continued)

 

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

 

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

 

**Represents cumulative appreciation on futures contracts at August 31, 2022.

 

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.

25

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)  

September 30, 2022

 

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 year ended September 30, 2022, $1,019,680 of investment advisory fees was paid by the Fund of which $357,112 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, 2023 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”). Prior to June 1, 2022, Oriental Financial Services Corp. (OFSC), a broker-dealer registered in Puerto Rico, participated in the distribution of the Fund’s shares. 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 year ended September 30, 2022, $203,700 for Class A and $137,348 for Class C of distribution fees was paid by the Fund of which $41,850 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 year ended September 30, 2022, the Distributor received $22,352 in underwriting commissions for sales of Class A shares, of which $2,115 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 year ended September 30, 2022, the independent directors received $18,575 in fees.

26

 

Atlas U.S. Tactical Income Fund, Inc.

Notes to Financial Statements (Continued)

September 30, 2022

 

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 year ended September 30, 2022, and the year ended September 30, 2021, were as follows:

 

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 
           
September 30, 2021 
   Shares 
   Class A   Class C 
         
Shares sold   3,850,852    935,975 
Shares issued in reinvestment of distributions   64,152    6,147 
Shares redeemed   (379,573)   (104,242)
           
Net increase   3,535,431    837,880 
           
Shares outstanding          
Beginning of year   4,802,089    574,371 
End of year   8,337,520    1,412,251 

27

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)  

September 30, 2022

 

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)

28

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)  

September 30, 2022

 

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, a 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 September 30, 2022, the Fund had outstanding $67,710,000 in securities sold under agreements to repurchase. Summarized information on such borrowing was as follows:

 

Weighted-average interest rate at end of the year   3.19%
Maximum aggregate balance outstanding at any time during the year  $70,909,000 
Average balance outstanding during the year  $65,405,186 
Weighted-average interest rate during the year   0.94%

 

At September 30, 2022, the interest rates on four outstanding agreements with maturities up to October 7, 2022, were 2.96%, 3.30%, 3.35% and 2.98%.

 

At September 30, 2022, investment securities amounting to $76,225,074 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 $62,659 at September 2022.

 

No trades were executed by any affiliate of the Adviser.

29

 

Atlas U.S. Tactical Income Fund, Inc. 

Notes to Financial Statements (Continued)  

September 30, 2022

 

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.

30

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)  

September 30, 2022

 

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% ra o 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 September 30, 2022.

 

               Gross Amounts Not Offset in the Statement of 
               Assets & Liabilities 
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  $67,710,000   $   $67,710,000   $67,710,000   $ 

 

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

31

 

Atlas U.S. Tactical Income Fund, Inc.  

Notes to Financial Statements (Continued)  

September 30, 2022

 

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  $   $67,710,000   $   $   $67,710,000 
                          
Gross amount of unrecognized liabilities for reverse repurchase agreements                      $67,710,000 

 

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 September 30, 2022, 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 -Recent Regulatory Updates

 

In October 2020, the Securities and Exchange Commission (the “SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 imposes limits on the amount of derivatives a fund can enter into, eliminates the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treats derivatives as senior securities and requires funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager.

 

Note 13 -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.

32

 

(LOGO)

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of
Atlas U.S. Tactical Income Fund, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Atlas U.S. Tactical Income Fund, Inc. (the “Fund”), including the schedule of investments, as of September 30, 2022, and the related statement of operations and cash flows for the year then ended, the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2022, and the results of its operations and cash flows for the year then ended, the changes in its net assets and its financial highlights for each of the years in the two-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.  

 

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2022 by correspondence with the custodian, counterparties, and broker. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

(LOGO)

 

BBD, LLP

 

We have served as the auditor of one or more of the Funds in the Atlas U.S. Tactical Fund, Inc. since 2021.

 

Philadelphia, Pennsylvania
November 29, 2022

33

 

Atlas U.S. Tactical Income Fund, Inc.

DISCLOSURE OF FUND EXPENSES (Unaudited)

September 30, 2022

 

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 April 1, 2021 through September 30, 2022.

 

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 (4/1/22) (9/30/22) (4/1/22 to 9/30/22)
Actual      
Class A $1,000.00 $831.80 $11.30
Class C $1,000.00 $829.40 $14.95
Hypothetical      
(5% return before expenses)      
Class A $1,000.00 $1,012.73 $12.41
Class C $1,000.00 $1,008.72 $16.42

 

*Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratios of 2.46% and 3.26% for Class A and Class C, respectively, multiplied by the number of days in the period (183) divided by the number of days in the fiscal year (365).

34

 

Atlas U.S. Tactical Income Fund, Inc.

SUPPLEMENTAL INFORMATION (Unaudited)

September 30, 2022

 

The Directors and the executive officers of the Fund are listed below with their present positions with the Fund and principal occupations over at least the last five years. The business address of each Director and officer is c/o Atlas U.S. Tactical Income Fund, Inc., Buchanan Office Center, Road 165 No. 40, Suite 201, Guaynabo, PR 00968.

 

Independent Directors

 

        Number of  
        Portfolios in  
    Term of   Fund  
  Position(s) Office and   Complex  
Name Held with Length of Principal Occupation(s) Overseen by Other
(Year of Birth) the Fund Time Served(i) During Past Five Years Director(ii) Directorships
Jorge Padilla
(1956)
Director 1 year; Since Inception Director, Converge RE; Executive Director & Trustee, GDB Debt Recovery Authority; Treasurer Fundacion CAP; Former Senior Vice President and Chief Financial Officer of Universal Insurance Group, Inc.; Former President Universal Finance, Inc.; Certified Public Accountant since 1980. 1 None
Eduardo Inclan
(1975)
Director 1 year; Since Inception Founder Bluhaus Capital; Founder Bluhaus Small Business Fund; Director East Island Excursions, Inc.; Former Senior Vice President Investment Banking Director Santander Securities. 1 None
Fernando J. Nido
(1959)
Director 1 year; Since September 2022 Independent Consultant, professional services since June 2014, Former Managing Partner for Puerto Rico, Deloitte; and former member of Puerto Rico’s Board of Accountancy, and former Vice Chair of Puerto Rico’s CPA Association 1 2

35

 

Atlas U.S. Tactical Income Fund, Inc.

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

September 30, 2022

 

Interested Directors and Officers

 

        Number of  
        Portfolios in  
    Term of   Fund  
  Position(s) Office and   Complex  
Name Held with Length of Principal Occupation(s) Overseen by Other
(Year of Birth) the Fund Time Served(i) During Past Five Years Director(ii) Directorships
Mr. Paul Hopgood
(1976) (iii)
President and Director Indefinite; Since October 2015. President, Atlas Asset Management LLC; Former Chief Investment Officer of Santander Asset Management, LLC. 1 None
Mr. Jaime Pandal
(1983)(iv)
Vice President, Director, Secretary and Treasurer Indefinite; Since October 2015 Vice President of Atlas Asset Management LLC; Former Senior Portfolio Analyst of Santander Asset Management, LLC. 1 None
William H.
Woolverton
(1951) (v)
Chief Compliance Officer Indefinite; May 2021- October 2022 Senior Compliance Adviser, ACA Group,(since 2020); Operating Partner, Altamont Capital Partners (private equity firm) (since 2021); Managing Director of Waystone Governance Ltd. (fund governance) (2016-2019). N/A Thomas White Funds (Since 2015)

 

(i) The term of office of each Director shall be from the time of his election and qualification until the election of Directors next succeeding his election and until his successor shall have been elected and shall have qualified or until his death, or until he shall have resigned or until December 31 of the year in which he shall reached eighty (80) years of age, or until he shall have been removed.
   
(ii) The Fund Complex consists of the Fund
   
(iii) An “interested person” as defined by the 1940 Act. Mr. Hopgood is deemed to be an “interested ” director because he is the owner of 80% of the membership interests of the Investment Adviser and also serves as its President.
   
(iv) An “interested person” as defined by the 1940 Act. Mr. Pandal is deemed to be an “interested” directors because he serves as the Investment Adviser’s Vice President.
   
(v) The address for Mr. Woolverton is c/o ACA Group, 140 East 45th St, 2 Grand Central Tower, 29th floor, New York, NY 10017

 

The Fund’s SAI includes additional information about the Directors and is available free of charge, upon request, by calling toll-free at 1-855-969-8440.

36

 

Atlas U.S. Tactical Income Fund, Inc.

SUPPLEMENTAL INFORMATION (Unaudited)

September 30, 2022

 

Approval of Investment Advisory Agreement

 

At a video conference meeting held on May 21, 2021 (the “Meeting”), held in accordance with relief granted by the U.S. Securities and Exchange Commission (the “SEC”) to ease certain governance obligations required under the Investment Company Act of 1940, as amended (the “1940 Act”) in light of travel concerns related to the COVID-19 pandemic (the “SEC Relief Order”) the Board of Directors (the “Board”) of Atlas U.S. Tactical Income Fund, Inc. (the “Fund”), including a majority of Directors who are not “interested persons” (the “Independent Directors”), as such term is defined under Section 2(a)(19) of the 1940 Act, considered the renewal of an amended investment advisory agreement (the “Amended Advisory Agreement’) between the Atlas Asset Management, LLC (the “Adviser”) and the Fund.

 

In connection with the Board’s consideration of the Amended Advisory Agreements the Adviser provided the Board in advance of the Meeting with written materials, which included information regarding: (a) a description of the investment management personnel of the Adviser; (b) the Adviser’s operations and the Adviser’s financial condition; (c) the Adviser’s proposed brokerage practices; (d) the level of the advisory fees charged compared with the fees charged to comparable mutual funds or accounts; (e) the Adviser’s a compliance policies and procedures; and (h) information regarding the performance of the Fund as compared to its benchmark and Morningstar categories. The Board’s review of the materials and deliberations are presented, and conclusions drawn by the Board.

 

The Directors then reviewed and discussed the written materials that were provided in advance of the Meeting with respect to the Fund. The Directors relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the Amended Investment Advisory Agreement (the “Amended Advisory Agreement”) and the weight to be given to each such factor. The conclusions reached by the Directors were based on a comprehensive evaluation of all of the information provided, both in written and verbal form, and were not the result of any one factor. Moreover, each Director may have afforded different weight to the various factors in reaching his conclusions with respect to the Amended Advisory Agreement.

 

Nature, Extent and Quality of Services. With respect to the nature, extent and quality of services provided, the Directors reviewed the description of the services provided by the Adviser and the experience of professional personnel including the team of three portfolio managers. The Board noted the Fund will not have a sub-adviser and conducts all trading seeking best execution and does not utilize soft dollars in their trading for the Fund. The Board noted that the Adviser adopted a Code of Ethics containing provisions reasonably necessary to prevent Access Persons, as that term is defined in Rule 17j-1 under the 1940 Act, from engaging in conduct prohibited by Rule 17j-1(b) and procedures reasonably necessary to prevent Access Persons from violating such Code of Ethics. The Board also noted that the Adviser has professional liability insurance in place. The Adviser reported no debt carried on its balance sheet, and a healthy financial position, whereby the Board acknowledged ample financial resources of the Adviser to continue to manage the Fund.

37

 

Atlas U.S. Tactical Income Fund, Inc.

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

September 30, 2022

 

The Board acknowledged the Adviser’s compliance program with the CCO of Atlas and confirmed no material compliance issues within the last 12 months. The Board discussed the quality of its compliance infrastructure noting that the Adviser had hired an outside compliance consulting firm, Cipperman, to assist in the continued development of the Fund’s compliance program. The Board noted that the Adviser will continue to enhance its compliance program to prevent violations of applicable securities laws. The Adviser reported it has a disaster recovery plan in place which is modified as needed to ensure continuous operations, which Board members found worked adequately. The Adviser reported that The Office of the Commissioner of Financial Institutions of Puerto Rico is in the process of finalizing an examination initiated as a result of the Fund’s registration under the 1940 Act. Mr. Hopgood stated, based on conversation with the lead examiner, he expects final results soon and that no materials findings will be discovered. The Board concluded that the Adviser has qualified professionals, financial resources, and compliance policies essential to performing its duties under the Amended Advisory Agreement.

 

Performance. The Board discussed the reports prepared by the Adviser and reviewed the performance of the Fund as compared to its peer group, Morningstar Nontraditional bond category. and noted that the Fund outperformed the Morningstar Nontraditional Bond category for the one- and three-year periods, while slightly underperforming for the five-year period. The Board noted the Fund’s strong performance was reflective of the portfolio management’s expertise in the credit market. The Board concluded that past performance was acceptable and generally in line with the Fund’s risk level.

 

Fees and Expenses. As to the costs of the services provided to the Fund by the Adviser, the Board reviewed and discussed the advisory fee and total operating expenses of the Fund compared to its Morningstar category and peer group. as presented in the Meeting Materials. The Board noted that although the advisory fee was higher than the peer group median and the Morningstar category median, it was not the highest in its peer group. The Board reviewed the contractual arrangements for the Fund, which stated that the Adviser was willing to waive or limit its advisory fee and/or reimburse expenses at least until January 31, 2023, in order to limit total annual operating expenses, exclusive of certain fees, so as not to exceed 1.15% and 1.90% of the gross assets for Class A shares and Class C shares, respectively. The Board found such arrangements to be beneficial to shareholders although noting that the Fund’s expense ratio was higher than the peer group median and the Morningstar category median, but not the highest in its peer group or Morningstar category. After further consideration, it was the consensus of the Board that, based on the Adviser’s experience and expertise, and the services to be provided by the Adviser to the Fund, the advisory fee to be charged by the Adviser was not unreasonable.

 

Profitability. The Board also considered the level of profits that could be expected to accrue to the Adviser with respect to the Fund based on breakeven and profitability reports and analyses reviewed by the Board and the selected financial information provided by the Adviser. The Board concluded that anticipated profits from the Adviser’s relationship with the Fund were not excessive.

 

Economies of Scale. As to the extent to which the Fund will realize economies of scale as it grows, and whether the fee levels reflect these economies of scale for the benefit of investors, the Board discussed the Adviser’s expectations for growth of the Fund. The Board noted the current net

38

 

Atlas U.S. Tactical Income Fund, Inc.

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

September 30, 2022 

 

assets of $83.4 million and further noted that the advisory fee structure provides for reduced advisory fees as the assets of the Fund increase. After consideration, the Board concluded that any material economies of scale would not be achieved in the near term.

 

Conclusion. The Board was assisted throughout the agreement review process. The Board relied upon the advice of counsel, and its own business judgment in determining the material factors to be considered in evaluating the Amended Advisory Agreement and the weight to be given to each such factor. Accordingly, having requested and received such information from the Adviser, as the Board believed to be reasonably necessary to evaluate the terms of the Amended Advisory Agreement, and as assisted by the advice of counsel, the Board, including a majority of the Independent Directors, determined that, with respect to the Fund (a) the terms of the Amended Advisory Agreement are reasonable; (b) the advisory fee is not unreasonable; and (c) the respective Amended Advisory Agreement is in the best interests of the Fund and its shareholders. In considering the approval of the Amended Advisory Agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively and determined that approval of the Amended Advisory Agreement was in the best interests of the Fund and its shareholders. Moreover, the Board noted that each Director may have afforded different weight to the various factors in reaching his conclusions with respect to the Amended Advisory Agreement.

39

 

ANNUAL SHAREHOLDER MEETING PROXY VOTE RESULTS (Unaudited)

 

The Annual Shareholders Meeting of the Fund was held on January 28, 2022 at the offices of Atlas Asset Management, LLC, Buchanan Office Center, Suite 201, Road 165 #40, Guaynabo, Puerto Rico 00968. The Meeting was called for shareholders to vote on the members of the Board of Directors.

 

As of the close of business on December 13, 2021, the record date for Meeting, there were 9,9766,514 outstanding shares of the Fund that were entitled to vote. Shares represented in person or by proxy at the Meeting equaled 87.38% of the outstanding shares of the Fund Therefore, a quorum was present. The votes cast for each Director were as follows:

 

    % of Shares  
  # of Shares Outstanding % of Shares
  Voted For Voted for Each Voted For
Proposed Director Each Director Director Each Director
Paul Hopgood 8,711,388 87.32% 99.93%
Eduardo Inclán 8,717,142 87.38% 100.00%
Mario Iturrino * 8,711,388 87.32% 99.93%
Jorge Padilla 8,717,142 87.36% 100.00%
Jaime Pandal 8,711,388 87.32% 99.93%

 

*Mr. Iturrino passed away in March 2022.

40

 

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 year ended September 30, 2022, 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.

41

 

Atlas U.S. Tactical Income Fund, Inc.

PRIVACY POLICY

 

MAY 21, 2021

 

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:

 

  Ø Information we receive from shareholders on applications or other forms;
     
  Ø Information about shareholder transactions with us and our service providers, or others;
     
  Ø Information 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:

 

  Ø  To government entities, in response to subpoenas or to comply with laws or regulations.
     
  Ø  When shareholders direct us to do so or consent to the disclosure.
     
  Ø To 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.
     
  Ø  To 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.

42

 

Atlas U.S. Tactical Income Fund, Inc.

PRIVACY NOTICE

 

MAY 21, 2021

 

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:

 

  Ø Information that you provide us on applications and other forms;
     
  Ø Information that we generate to service your account, such as account statements; and
     
  Ø Information 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.

43

 

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-AR22

 

 

(b) Not applicable.

 

Item 2. Code of Ethics.

 

(a)       As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(b)        For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

 

(1)Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2)Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3)        Compliance with applicable governmental laws, rules, and regulations;

(4)The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)        Accountability for adherence to the code.

 

 
 

(c)        Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

 

(d)        Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

 

(e) The Code of Ethics is not posted on Registrant’ website.

 

(f) A copy of the Code of Ethics is attached as an exhibit.

 

Item 3. Audit Committee Financial Expert.

 

(a)(1)ii The Registrant’s board of trustees has determined that Jorge Padilla is an audit committee financial expert, as defined in Item 3 of Form N-CSR.  Mr. Padilla is independent for purposes of this Item 3.

 

(a)(2) Not applicable.

 

(a)(3)   In this regard, no member of the audit committee was identified as having all of the required technical attributes identified in instruction 2 (b) to item 3 of Form N-CSR to qualify as an “audit committee financial expert,” whether through the type of specialized education or experience required by that instruction.   At this time, the board believes the experience provided by each member of the audit committee collectively offers the fund adequate oversight by its audit committee given the fund’s level of financial complexity.   The board will from time to time reexamine such belief.   

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees

2022 – $19,000

2021 – $19,000

 

(b)Audit-Related Fees

2022 – None

2021 – None

 

(c)Tax Fees

2022 – $0

2021 – $0

 

Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.

 

(d)All Other Fees

2022 - None

2021 - None

 

(e)(1) Audit Committee’s Pre-Approval Policies

 

The registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to

 
 

the registrant. The registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

 

 

(2)Percentages of Services Approved by the Audit Committee
  2022  2021
Audit-Related Fees:  0.00%   0.00%
Tax Fees:  0.00%   0.00%
All Other Fees:  0.00%   0.00%

 

(f)During the audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

 

(g)The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

 

2022 - $0

2021 - $0

 

(h)        The registrant's audit committee has considered whether the provision of non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.

 

(i)        Not applicable.

 

(j)        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) Code of Ethics filed herewith.

 

(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.

 

(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 12/5/22

 

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 12/5/22

 

By (Signature and Title)

/s/ Jaime Pandal

Jaime Pandal, Treasurer/Principal Financial Officer

 

Date 12/5/22

 
 

ATTACHMENTS / EXHIBITS

EX-99.CERT

EX-99.906 CERT

EX-99 CODE ETH



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