Dividend Growth

Split Corp.

Annual Report 2023

VALUE

INTEGRITY PERFORMANCE

THE FOUNDATION FOR EXCELLENCE

MANAGEMENT REPORT OF FUND PERFORMANCE

March 18, 2024

This annual management report of fund performance for Dividend Growth Split Corp. (the "Fund") contains financial highlights but does not contain the audited annual financial statements of the Fund. The audited annual financial statements follow this report. You may obtain a copy of the audited annual or unaudited interim financial statements, at no cost, by calling 1-866-642-6001 or by sending a request to Investor Relations, Brompton Funds, Bay Wellington Tower, Brookfield Place, 181 Bay Street, Suite 2930, Box 793, Toronto, Ontario, M5J 2T3, or by visiting our website atwww.bromptongroup.comor SEDAR at www.sedar.com. Shareholders may also contact Brompton Funds by using one of these methods to request a copy of the Fund's proxy voting policies and procedures, proxy voting disclosure record, Independent Review Committee's report, or quarterly portfolio disclosure.

THE FUND

Dividend Growth Split Corp. is a mutual fund corporation managed by Brompton Funds Limited (the "Manager"). The Fund has Class A and Preferred shares outstanding which are traded on the Toronto Stock Exchange ("TSX") under the symbols DGS and DGS.PR.A, respectively. The Class A and Preferred shares are RRSP, DPSP, RRIF, RESP, TFSA and FHSA eligible. The Preferred shares are rated Pfd-3 (low) by Dominion Bond Rating Service Limited ("DBRS").

Preferred shares of the Fund receive fixed, cumulative quarterly payments. Payments are usually in the form of eligible Canadian dividends, which are taxed at a lower rate to individuals than interest income. Preferred shares have a priority claim ahead of the Class A shares on the Fund's assets in the event of liquidation. However, the Net Asset Value of Preferred shares generally does not benefit from growth in value of the underlying investments. Generally, the Class A shares capture the price movement of the underlying investments, but in a more magnified way than if an investor owned the underlying portfolio of securities directly. This magnification of return is commonly known as "leverage", which is provided by the Preferred shares.

INVESTMENT OBJECTIVES AND STRATEGIES

The Fund's investment objectives are:

i) to provide holders of Preferred shares with fixed, cumulative, preferential quarterly cash distributions and to return the original issue price of $10.00 per Preferred share to shareholders at maturity; and

ii) to provide holders of Class A shares with regular monthly cash distributions, targeted to be at least $0.10 per Class A share, and the opportunity for growth in Net Asset Value per Class A share.

The Fund invests on a approximately equally weighted basis, in a portfolio consisting primarily of equity securities of Canadian dividend growth companies. In addition, the Fund may hold up to 20% of the total assets of the portfolio in global dividend growth companies for diversification and improved return potential. The Manager is responsible for maintaining the portfolio in accordance with the investment guidelines and rebalancing criteria. Investments will generally be equal weighted at the time of investment and after rebalancing the portfolio, but the Fund may, at the Manager's discretion, hold non-equal weight positions.

In order to qualify for inclusion in the portfolio, at the time of investment and at the time of each periodic reconstitution and/or rebalancing, each dividend growth company included directly in the portfolio must (i) have a market capitalization of at least CDN$2.0 billion, and (ii) have a history of dividend growth or, in the Manager's view, have high potential for future dividend growth.

The Manager, at its discretion, selectively writes covered call options from time to time on the portfolio, to generate additional distributable cash for the Fund and to reduce volatility. The Fund may from time to time hold cash and cash equivalents. The Fund hedges substantially all of its foreign currency exposure to the holdings in the portfolio back to the Canadian dollar, if any.

The Fund may invest, at the Manager's discretion, a portion of the portfolio's assets in exchange-traded funds ("ETF") that invest in Canadian and/or global dividend growth companies. This may include exchange-traded funds managed by the Manager. There is no duplication of management fees in connection with the Fund's investments in exchange-traded funds managed by the Manager.

RECENT DEVELOPMENTS

Extension of Term

On March 12, 2024, the Fund announced that the board of directors approved an extension of the maturity date for the Class A and Preferred shares for an additional term of approximately 5 years to August 30, 2029. The Preferred share dividend rate for the extended term will be announced at least 60 days prior to the original September 27, 2024, maturity date and will be based on market yields for preferred shares with similar characteristics at that time.

Market Conditions

Monetary policy response to persistently higher levels of inflation over the Bank of Canada's 2% target rate has led to higher interest rates and fluctuations in securities prices. The Fund's Net Asset Value reflecting the value of the Fund's portfolio based on the most recent valuation date can be found on the Fund's webpage atwww.bromptongroup.com.

RISKS

Risks associated with an investment in the shares of the Fund are discussed in the Fund's 2023 annual information form, which is available on the Fund's website atwww.bromptongroup.comor on SEDAR at www.sedar.com. There were no changes to the risks during the year ended December 31, 2023 that could materially affect an investment in the shares of the Fund as they were discussed in the annual information form.

RESULTS OF OPERATIONS Distributions

Class A share cash distributions for the year ended December 31, 2023 amounted to $0.30 per share, compared to $1.00 per Class A share for the year ended December 31, 2022. This reflected three monthly cash payments of $0.10 per Class A share in 2023, compared to ten monthly cash payments of $0.10 per Class A in 2022. The terms of the Fund's distribution plan state that no distributions will be paid on the Class A shares if, after the payment of a cash distribution by the Fund, the Net Asset Value per unit (each unit includes one Class A share and one Preferred share) would be less than $15.00. Preferred share cash distributions declared were $0.55 per share in 2023, unchanged from 2022. Since its inception date of December 3, 2007, the Fund has paid total cash distributions of $15.79 per Class A share and $8.50 per Preferred share.

The Fund has a distribution reinvestment plan which allows participating Class A shareholders to automatically reinvest monthly distributions, commission free, in additional Class A shares of the Fund. Pursuant to this plan, during the year ended December 31, 2023, 149,950 Class A shares were acquired in the market at an average price of $5.99 per Class A share.

Revenue and Expenses

The Fund earned revenue of $0.48 per Class A share in 2023, compared to $0.52 per Class A share in 2022.

Expenses in 2023 amounted to $0.10 per Class A share, compared to $0.13 per Class A share in 2022. Expenses in 2022 include issue costs, agents' fees and Preferred share premium/discount amortization incurred as a result of issuing Preferred shares. Any issuance related costs were borne by the new subscribing shareholders through the payment of a premium issue price over the Net Asset Value at the time of issuance. Excluding these expenses, Class A share expense was $0.10 per share in 2022, same as in 2023.

Net Asset Value

The Net Asset Value per Class A share was $5.17 at December 31, 2023, up 9.1% from $4.74 at December 31, 2022. The aggregate Net Asset Value of the Fund was $662.0 million at December 31, 2023, decreased from $709.3 million at December 31, 2022. For the purpose of calculating the Net Asset Value of the Fund as a whole, the Preferred shares are not considered a liability of the Fund.

Investment Portfolio

As at December 31, 2023, the Fund's investment portfolio held 34 securities across 10 sectors, and 1 exchange-traded fund which is managed by the same Manager, compared to 36 securities across 8 sectors, and 1 exchange-traded fund at December 31, 2022. During the year ended December 31, 2023, the Fund bought 11 securities and sold 13 securities. The exchange-traded fund in the portfolio is Brompton Global Dividend Growth ETF, and this investment provides exposure to global dividend growth companies. As at December 31, 2023, the underlying ETF represented 9.4% of the Fund's Net Asset Value (the Net Asset Value includes the value of the Preferred shares). The investment weightings and a detailed listing of the Fund's holdings are provided in the financial statements.

For the year ended December 31, 2023, the Fund's portfolio recorded a net realized gain of $17.1 million and a change in unrealized gain of $24.3 million. The Financials and Industrials sectors stood out in the portfolio, contributing net gains of $15.3 million and $10.3 million, respectively. The largest contributors to the Fund's net gains were Brompton Global Dividend Growth ETF at $6.7 million, followed by Dollarama at $6.6 million and Thomson Reuters Corp. at $6.5 million.

During the year ended December 31, 2023, the Fund selectively wrote covered call options on the underlying securities in the portfolio and generated premiums of $4.2 million. The net realized and change in unrealized loss on option writing was $2.1 million which represents the premium received, less the amount paid to close out the options at expiry. As at December 31, 2023, there were 4,525 option contracts outstanding, with a notional value representing 7.9% of the portfolio.

Portfolio Sectors

% of

Change in

Portfolio

Realized

Unrealized

Total

Net Gains (Losses) by Sector (millions)

as of 31-Dec-23

$

$

$

Communication Services

4.3

0.6

(2.6)

(2.0)

Consumer Discretionary

9.3

(0.7)

7.1

6.4

Consumer Staples

7.0

5.9

0.7

6.6

Energy

14.7

15.0

(13.5)

1.5

Financials

29.9

0.4

14.9

15.3

Industrials

14.7

2.2

8.1

10.3

Information Technology

1.2

-

0.2

0.2

Materials

2.5

2.5

(1.7)

0.8

Real Estate

2.4

(0.1)

0.1

-

Utilities

4.7

(3.6)

1.3

(2.3)

Investment Funds

9.3

(3.5)

10.2

6.7

Options

-

(1.6)

(0.5)

(2.1)

Total

100.0

17.1

24.3

41.4

Liquidity

To provide liquidity for shareholders, the Class A shares and Preferred shares of the Fund are listed on the TSX. Investors also have the right to retract their shares in accordance with the Fund's retraction provisions for each class of share.

RELATED PARTY TRANSACTIONS

Related party transactions consist of services provided by the Manager pursuant to a management agreement. See the Management Fees section below. At December 31, 2023, 2.8% of the Fund's Preferred shares were held by an investment fund managed by the same manager of the Fund (December 31, 2022 - 0.1%).

MANAGEMENT FEES

Pursuant to a management agreement, the Manager provides management and administrative services to the Fund, for which it is paid a management fee equal to 0.60% per annum of the Net Asset Value of the Fund, plus applicable taxes. The Fund does not pay any management fees on investments in funds managed by the Manager. The Net Asset Value of the Fund is determined by taking the total assets of the Fund and deducting the Fund's liabilities. For this purpose, the Preferred shares are not considered a liability of the Fund. The management fee is used by the Manager to cover its costs to obtain the Fund's assets, the cost to administer the Fund, the cost of investment management services and for profit. During the year ended December 31, 2023 management fees were $4.1 million.

FINANCIAL HIGHLIGHTS

The following tables show selected key financial information about the Fund and are intended to help readers understand the Fund's financial performance for the fiscal periods indicated. This information is derived from the Fund's audited annual financial statements which have been prepared in accordance with IFRS Accounting Standards. The information in the following tables is presented in accordance with National Instrument ("NI") 81-106 and, as a result, does not act as a continuity of opening and closing Net Assets per Class A share. The increase (decrease) in Net Assets from operations is based on average shares outstanding during the period, and all other numbers are based on actual shares outstanding at the relevant point in time.

Net Assets per Class A Share1

  • 1 The financial information was prepared in accordance with IFRS Accounting Standards.

  • 2 Net Assets per Class A share and distributions per Class A share are based on the actual number of Class A shares outstanding at the relevant time.

  • 3 The increase (decrease) in Net Assets from operations per Class A share is based on the weighted average number of Class A shares outstanding over the fiscal period.

2023

2022

2021

2020

2019

For the year ended December 31

$

$

$

$

$

Net Assets, beginning of year2

4.74

6.47

3.99

5.20

3.56

Increase (decrease) from operations:3

Total revenue

0.48

0.52

0.54

0.54

0.57

Total expenses

(0.10)

(0.13)

(0.24)

(0.10)

(0.12)

Preferred share distributions

(0.54)

(0.55)

(0.56)

(0.54)

(0.53)

Realized gains (losses)

0.36

0.16

0.83

(0.16)

1.10

Unrealized gains (losses)

0.52

(0.76)

2.63

(0.78)

1.48

Total increase (decrease) in Net Assets

0.72

(0.76)

3.20

(1.04)

2.50

from operations

Distributions to Class A shareholders:2

Return of capital

0.30

1.00

1.00

0.20

0.80

Total distributions to

0.30

1.00

1.00

0.20

0.80

Class A shareholders

Net Assets, end of year2

5.17

4.74

6.47

3.99

5.20

4

Ratios and Supplemental Data (Based on Net Asset Value)

2023

2022

2021

2020

2019

Net Asset Value ($) (000s) - including Preferred

661,950

709,263

727,702

425,565

497,606

shares

Number of Class A shares outstanding (000s)

43,624

48,117

44,174

30,409

32,728

Management expense ratio ("MER") - Class A

13.48%

12.33%

16.00%

17.58%

12.90%

shares1

Trading expense ratio2

0.06%

0.05%

0.09%

0.08%

0.06%

Portfolio turnover rate3

36.30%

39.12%

57.52%

49.40%

45.08%

Net Asset Value per unit ($)4

15.22

14.79

16.52

14.04

15.25

Net Asset Value per Class A share ($)

5.17

4.74

6.47

3.99

5.20

Net Asset Value per Preferred share ($)5

10.00

10.00

10.00

10.00

10.00

Closing market price - Class A shares ($)

5.12

5.74

6.81

3.40

5.27

Closing market price - Preferred shares ($)

9.91

9.33

10.10

10.40

10.30

As at December 31

  • 1 MER for Class A shares is based on the requirements of NI 81-106 and includes the total expenses of the Fund for the stated period, including distributions on Preferred shares, issuance costs, Preferred share premium (discount) amortization, and a proportionate share of any underlying funds' expenses, but excluding brokerage commissions on securities transactions, and is expressed as an annualized percentage of the average Net Asset Value of the Fund for Class A shares over the period. Please see the Expense Ratio section following this table for further discussion of the calculation.

  • 2 The trading expense ratio represents total commissions, transaction costs and a proportionate share of any underlying funds' transaction costs expressed as an annualized percentage of daily average Net Asset Value of the Fund during the period.

  • 3 The Fund's portfolio turnover rate indicates how actively the Fund manages its portfolio investments. A portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course of the year. The higher the Fund's portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year and the greater the chance of an investor receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of the Fund. Portfolio turnover rate is calculated by dividing the lesser of the cost of purchases and the proceeds of sales of portfolio securities for the period, excluding cash and short-term investments maturing in less than one year, by the average market value of such investments during the period.

  • 4 A unit includes one Class A share and one Preferred share. Net Asset Value per unit is determined by the Net Asset Value of the Fund, for which the Preferred shares are not treated as liabilities. Net Asset Value per unit includes any distributions declared and not paid that are payable to Shareholders.

  • 5 Net Asset Value per Preferred share does not include the accrued Preferred share distributions.

Expense Ratio

In 2023, the MER per Class A share, which includes agents' fees, issuance costs, Preferred share premium/discount amortization, and Preferred share distributions, was 13.48%, increased from 12.33% in the prior year ended 2022. The increase in the MER was due to the lower average Class A Net Asset Value during the year which increased the impact of the Preferred shares distributions on the MER for Class A shareholders. Excluding Preferred share distributions, the MER per Class A share was 2.26% in 2023 increased from 2.00% in the prior year. The increase was reflective of a higher management fee calculated based on the Unit Net Asset Value; the growth rate of the Unit Net Asset Value surpassed that of the Class A Net Asset Value, resulting in an increase in the management fee as a proportion of the average Class A Net Asset Value.

The MER per unit (includes one Class A share and one Preferred share) of the Fund, excluding agents' fees, issuance costs, Preferred share premium/discount amortization, and Preferred share distributions, was 0.73% in 2023, unchanged from 2022. This latter ratio is more representative of the ongoing efficiency of the administration of the Fund.

PAST PERFORMANCE

The following chart and table show the past performance of the Fund. Past performance does not necessarily indicate how the Fund will perform in the future. The information shown is based on Net Asset Value per Class A share and per unit (each unit includes one Class A share and one Preferred share) and assumes that distributions made by the Fund on the Class A shares and units in the periods shown were reinvested (at Net Asset Value per Class A share and per unit, respectively) in additional Class A shares and units of the Fund.

The bar chart shows the Fund's returns for a Class A share and a unit for the years ended December 31, 2014, through December 31, 2023. The chart shows, in percentage terms, how investments held in a Class A share and a unit of the Fund on the first day of each fiscal period would have changed by the last day of the fiscal period.

Year by Year Returns

Class A

Unit

The following table shows the Fund's compound return on a Class A share, Preferred share and unit for each period indicated, compared with the S&P/TSX Composite Index ("Composite Index"), the S&P/TSX Composite High Dividend Index ("Composite High Dividend Index") and the S&P/TSX Preferred Share Index ("Preferred Index") (together the "Indices"). The Composite Index tracks the performance of a broad index of large-capitalization issuers listed on the TSX. The Composite High Dividend Index tracks the performance, on a market-weight basis and a total return basis, of 50-75 highest dividend yielding securities within the Composite Index. The Preferred Index tracks the performance, on a market weight basis, of preferred shares listed on the TSX that meet criteria relating to size, liquidity and issuer rating. The Fund invests in an actively managed portfolio and is rebalanced at least annually. It is therefore not expected that the Fund's performance will mirror that of the Indices, which have more diversified portfolios. The Indices are calculated without the deduction of management fees, fund expenses and trading commissions, whereas the performance of the Fund is calculated after deducting such fees and expenses. Further, the performance of the Fund's Class A shares is impacted by the leverage provided by the Fund's Preferred shares.

Annual Compound Returns

1-Year 3-Year 5-Year 10-Year % % % %

Dividend Growth Split Corp. - Class A share1

15.7

24.5

21.3

9.4

S&P/TSX Composite High Dividend Index

7.0

13.6

11.3

6.6

S&P/TSX Composite Index

11.8

9.7

11.3

7.6

Dividend Growth Split Corp. - Pref shares1

5.6

5.6

5.6

5.5

S&P/TSX Preferred Share Index

5.9

1.2

2.6

1.5

Dividend Growth Split Corp. - Unit2

9.0

11.7

10.6

7.0

  • 1 Based on the Net Asset Value per Class A share and Preferred share, and assuming that distributions on the Class A shares and Preferred shares made by the Fund in the periods shown were reinvested (at Net Asset Value per Class A share and Preferred share, respectively) in additional Class A shares and Preferred shares of the Fund.

  • 2 Based on the Net Asset Value per unit (each unit includes one Class A share and one Preferred share) and assuming that distributions on the units made by the Fund were reinvested (at Net Asset Value per unit) in additional units of the Fund.

In 2023, the Fund's Class A shares delivered a 15.7% return, outperforming the benchmarks. The Fund benefited from strong performances in the Consumer Discretionary and Consumer Staples sectors. The Fund benefited from underweight positions in interest rate-sensitive sectors, such as Real Estate and Utilities, which had initially detracted from performance earlier in the year with the rising interest rates. The Fund's Preferred shares continued to provide a steady 5.6% return in 2023. Please see the Portfolio Manager's report for additional details.

SUMMARY OF INVESTMENT PORTFOLIO

As at December 31, 2023

Total Net Asset Value1

$ 661,950,584

% of

% of Net

Portfolio Composition

Portfolio

Asset Value

Financials

29.9

29.9

Industrials

14.6

14.7

Energy

14.6

14.8

Consumer Discretionary

9.3

9.4

Investment Funds

9.3

9.4

Consumer Staples

6.9

7.0

Utilities

4.6

4.7

Communication Services

4.3

4.3

Materials

2.5

2.5

Real Estate

2.4

2.4

Information Technology

1.2

1.2

Total Investments

99.6

100.3

Cash

0.4

0.4

Other net assets (liabilities)

(0.7)

Total

100.0

100.0

% of

% of Net

Top 25 Holdings

Portfolio

Asset Value

Brompton Global Dividend Growth ETF

9.3

9.4

Restaurant Brands International Inc.

4.9

5.0

iA Financial Corporation Inc.

4.6

4.6

Thomson Reuters Corp.

4.5

4.5

Manulife Financial Corp.

4.5

4.5

Alimentation Couche-Tard Inc.

4.4

4.5

Canadian Natural Resources Ltd.

4.4

4.4

Dollarama Inc.

4.4

4.4

Royal Bank of Canada

3.8

3.8

Waste Connections Inc.

3.6

3.7

Tourmaline Oil Corp.

3.6

3.6

Hydro One Ltd.

3.5

3.6

Toronto-Dominion Bank

3.5

3.5

Imperial Oil Ltd.

3.2

3.3

Telus Corp.

3.2

3.2

Stantec Inc.

2.9

2.9

8

SUMMARY OF INVESTMENT PORTFOLIO (cont'd)

% of

% of Net

Top 25 Holdings (cont'd)

Portfolio

Asset Value

Bank of Montreal

2.7

2.7

National Bank of Canada

2.5

2.5

TMX Group Ltd.

2.5

2.5

Loblaw Companies Ltd.

2.5

2.5

ARC Resources Ltd.

2.4

2.5

Canadian Pacific Kansas City Ltd.

2.4

2.4

Sun Life Financial Inc.

2.3

2.3

Intact Financial Corp.

2.2

2.2

Teck Resources Ltd.

1.3

1.3

Total

89.1

89.8

1

Net Asset Value of the Fund includes the value of the Preferred shares and Class J shares.

The investment portfolio may change due to ongoing portfolio transactions of the investment fund. Quarterly updates are available on the Fund's website atwww.bromptongroup.comwithin 60 days of each quarter end.

2023 TAX INFORMATION

The following information is applicable to holders who, for the purpose of the Income Tax Act (Canada), are resident in Canada and hold shares as capital property outside of an RRSP, DPSP, RRIF, RESP, or TFSA. Shareholders should receive a T5 slip from their investment dealer providing this information.

T5 supplementary slips will indicate Capital Gains Dividends in Box 18 and Actual Amount of Eligible Dividends in Box 24. Dividend income is subject to the standard gross-up and federal dividend tax credit rules. The return of capital component is a non-taxable amount that serves to reduce the adjusted cost base of the Fund shares.

The following tables outline the breakdown in the Fund's distributions on Class A and Preferred shares paid in 2023 on a per share basis.

Class A Shares

Return of

Total

Capital

Distributions

Record Date

Payment Date

$

$

30-Dec-22

16-Jan-23

0.10000

0.10000

31-Jan-23

14-Feb-23

0.10000

0.10000

28-Feb-23

14-Mar-23

-

-

31-Mar-23

17-Apr-23

-

-

28-Apr-23

12-May-23

0.10000

0.10000

31-May-23

14-Jun-23

-

-

30-Jun-23

17-Jul-23

-

-

31-Jul-23

15-Aug-23

-

-

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Disclaimer

Dividend Growth Split Corp. published this content on 26 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 20:38:47 UTC.