As filed with the Securities and Exchange Commission on 11/5/2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
811-05518
Investment Company Act file number
The RBB FUND, INC.
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
Salvatore Faia, President
c/o U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
(Name and address of agent for service)
(414) 765-5366
Registrant's telephone number, including area code
Date of fiscal year end: August 31
Date of reporting period: August 31, 2020
Item 1. Reports to Stockholders.
Abbey Capital Futures Strategy Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-844-261-6484.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-844-261-6484 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund.
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report
August 31, 2020 (Unaudited)
Dear Shareholder,
The Abbey Capital Futures Strategy Fund (the “Fund”) Class I returned -1.39% net of fees for the 12- month fiscal year ended August 31, 2020. The negative performance was driven by losses in equities, currencies and agricultural commodities, with gains occurring primarily in fixed income and energy over the period. The Fund’s core allocation to Diversified Trendfollowing (“Trendfollowing”) sub-advisers (sub-advisers are also known as “Trading Advisers”) drove negative performance over the period, with the Fund’s non-Trendfollowing allocations performing positively in aggregate. The Fund may invest up to 25% of its total assets in Abbey Capital Master Offshore Fund Limited (“ACMOF”), which invests substantially all of its assets in Abbey Capital Offshore Fund SPC (“ACOF”), which is a multi-adviser fund that invests in managed futures and foreign exchange. The Fund may also invest a portion of its assets in Abbey Capital Onshore Series LLC (“ACOS”), which is a multi-adviser fund that invests in managed futures and foreign exchange contracts.
Average Total Returns for the Periods Ended August 31, 2020 (unless otherwise noted)
| 2020 YTD | 1 Year | SEP. 1, 2018 TO AUG. 31, 2019 | 5 Year Annualized | ANNUALIZED SINCE INCEPTION ON JULY 1, 2014 |
Class I Shares | 4.50% | -1.39% | 10.63% | 0.65% | 3.92% |
Class A Shares* | 4.35% | -1.64% | 10.37% | 0.40% | 3.66% |
Class A Shares (max load)* | -1.66% | -7.30% | 4.01% | -0.78% | 2.67% |
Class C Shares** | 3.78% | -2.40% | 9.49% | -0.35% | 2.89% |
BofA Merrill Lynch 3-Month T-Bill Index*** | 0.62% | 1.26% | 2.36% | 1.20% | 0.97% |
S&P 500® Total Return Index*** | 9.74% | 21.94% | 2.92% | 14.46% | 12.12% |
Barclay CTA Index*** | 2.86% | 0.45% | 5.71% | 0.79% | 1.52% |
Barclay CTA numbers are based on the estimates available on the BarclayHedge website as of September 5, 2020
Source: Abbey Capital, Bloomberg and BarclayHedge.
Performance quoted is past performance and does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. Visit www.abbeycapital.com for returns updated daily. Call (US Toll Free) 1-844-261-6484 or (international callers) + 1-508-871-3276 for returns current to the most recent month-end.
Please note the above is shown for illustrative purposes only
* | Class A Shares performance prior to its inception on August 29, 2014 is the performance of Class I Shares, adjusted for the Class A Shares expense ratio. There is a maximum sales charge (load) imposed on purchases (as a percentage of offering price) of 5.75% in Class A Shares. |
** | Class C Shares performance prior to its inception on October 6, 2015 is the performance of Class I Shares, adjusted for the Class C Shares expense ratio. |
*** | The Barclay CTA Index is derived from data that is self-reported by investment managers based on the performance of privately managed funds. In contrast, the S&P 500® Total Return Index and the Bank of America Merrill Lynch 3-Month T-Bill Index are comprised of publicly traded securities. As a result of these differences, these indices may not be directly comparable and the table above is shown for illustrative purposes only. |
Abbey Capital Limited (the “Adviser”) has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.79%, 2.04% and 2.79% of the Fund’s average daily net assets attributable to Class I Shares, Class A Shares, and Class C Shares, respectively. These represent the net expense ratios and are applicable to investors. This contractual limitation is in effect until February 28, 2021, and may not be terminated
1
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
without the approval of the Board of Directors of The RBB Fund, Inc. In addition, the Adviser may recoup any waived or reimbursed amounts from the Fund within three years from the date on which such waiver or reimbursement was made by the Adviser, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Without the expense limitation agreement, the expense ratios are 1.89%, 2.14% and 2.89% of the Fund’s average daily net assets attributable to Class I Shares, Class A Shares, and Class C Shares, respectively, as stated in the Fund’s current prospectus dated February 28, 2020, as supplemented (and which may differ from the actual expense ratios for the period covered by this report). The quoted performance would have been lower without the expense limitation.
Please refer to the prospectus for further information on expenses and fees.
Performance Analysis
The fiscal year ended August 31, 2020 saw a number of shifts in risk sentiment. In the last four months of 2019, risk sentiment was mostly positive, with global stocks rallying and bond yields generally rising as the US and China made progress towards a ‘phase one’ trade deal. This rally in global equities continued in early 2020, despite the emergence of the COVID-19 virus in China, although we also saw a rally in fixed income products. A significant rise in new cases of the COVID-19 virus outside of Asia in mid-February, most notably in Italy, led to a rise in risk aversion and sharp price declines in many risk assets, most notably equities, and a notable jump in market volatility. In late March, approximately 5 weeks after the sell-off in equities began, global stocks and other risk assets began to recover and volatility in many markets began to return to more normal levels. The prospect of the global economy re-opening, a slowdown in new virus cases in many regions, optimism about a potential COVID-19 vaccine and significant policy support from both central banks and governments were important factors driving the rebound in risk sentiment during this period.
Early in the twelve-month period, the Fund saw losses as previous trends in fixed income and currencies reversed, with the Fund’s Trendfollowing sub-advisers generating the largest losses in this period. The performance environment improved in Q1 2020, as the COVID-19 outbreak helped to create notable trends in fixed income and energy markets, with all trading styles yielding positive returns over this period. From Q2 2020 onwards, the performance environment became more mixed as a significant snapback in risk sentiment drove trend reversals in many markets, with the Fund’s largest losses recorded due to reversals in energy and currencies. Trendfollowing and Global Macro sub-advisers saw losses over this period, while Value sub-advisers had positive performance.
For the twelve-month period overall, the Fund’s Trendfollowing sub-advisers saw losses in aggregate. Value sub-advisers yielded positive returns, while the performance of the Global Macro sub-advisers was close to flat.
In equities, the Fund had negative performance due to losses incurred in Q1 2020. These losses outweighed positive performance in Q4 2019 and Q3 2020 from long positions. Uncertainty about the COVID-19 outbreak and the associated impact on the global economy saw equities correct sharply in Q1 2020. The speed of decline in equities was particularly swift, with the S&P 500® Index experiencing its fastest bear market in history, and US equity market volatility increasing to its highest level since the global financial crisis in 2008-2009. This reversal in global stocks proved problematic for the Fund’s Trendfollowing sub-advisers, who had held long equity positions prior to the sell-off given the strong uptrend in many global indices in 2019 and early 2020, and thus saw notable losses.
In the early part of the 12-month period, the USD trended lower as the US cut rates and as US-China trade sentiment improved. This changed in Q1 2020, as demand for haven assets increased amid the COVID-19 outbreak and fears of a USD shortage saw the greenback rally before downtrends in the USD resumed from Q2 2020 onwards as risk sentiment improved. The Fund’s losses in currencies largely came from long USD exposures during the periods of USD weakness at the beginning and at the end of the twelve-month period. Trendfollowing sub-advisers saw the largest losses in currencies over the period, largely due to trading in USD/JPY and GBP/USD, while Global Macro sub-advisers yielded negative returns due to losses from long USD positions against the EUR and the AUD.
2
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
Agricultural commodities was another difficult sector for the Fund, with the negative performance of Trendfollowing sub-advisers in soft commodities and grains being the main source of losses. In soft commodities, soybeans, coffee and sugar were the largest negative contributors. Choppy price moves created a difficult trading environment for Trendfollowing sub-advisers in these contracts, although Value sub-advisers did profit from long coffee and cotton positions late in the period. A similarly difficult trading environment also occurred in grains, with Trendfollowing sub-advisers again seeing losses, in this instance primarily from trading in wheat. Meanwhile, in meat contracts, a short position in pigs resulted in gains for the Fund.
On the upside, long fixed income and short energy exposures resulted in gains, with smaller profits recorded in metals.
The Fund initially saw losses in fixed income as global yields reversed and trended higher in the second half of 2019 on improving US-China trade sentiment and higher equity prices. However, performance turned positive from early 2020 onwards as strong uptrends in global fixed income prices emerged as global monetary policy turned more dovish, with numerous central banks cutting rates and enacting new bond buying programs to counteract the slowdown in economic growth and deflationary pressures that arose following the COVID-19 outbreak. Trendfollowing sub-advisers profited from long exposures in US Treasuries, as US fixed income markets outperformed many other developed markets. Value managers also saw notable gains within fixed income.
Energy performance was also positive over the period. The Fund saw losses from September to December 2019, as crude oil and distillates traded in a relatively narrow range. The Fund’s Trendfollowing sub-advisers began to build short positions in the sector in early 2020. Thus, the Trendfollowing sub-advisers were well positioned to profit from the sharp fall in energy prices that accompanied the COVID-19 related slowdown in global economic activity, which included front- month crude oil futures briefly trading at a negative price in April 2020. A short in heating oil was the largest positive contributor in energy, with Trendfollowing sub-advisers capturing the bulk of Fund gains in the sector.
In metals, longs in gold and silver drove positive performance, with smaller gains recorded in base metals. Performance in both base and precious metals was negative for much of the period, before turning positive in Q3 2020 as metals prices accelerated to the upside amid USD weakness. The largest gains were recorded from longs in gold, which rallied to a record in August 2020, closing above $2,000 an ounce for the first time.
Key to Currency Abbreviations |
AUD | Australian Dollar |
EUR | Euro |
GBP | British Pound Sterling |
JPY | Japanese Yen |
USD | US Dollar |
An investment in the Fund is speculative and involves substantial risk. It is possible that an investor may lose some or all of their investment. The Fund may invest up to 25% of its total assets in Abbey Capital Master Offshore Fund Limited (“ACMOF”), which invests substantially all of its assets in Abbey Capital Offshore Fund SPC (“ACOF”), which is a multi-adviser fund that invests in managed futures and foreign exchange. The Fund may also invest a portion of its assets into Abbey Capital Onshore Series LLC (“ACOS”), which is a multi-adviser fund that invests in managed futures and foreign exchange. All investments in securities involve risk of the loss of capital. An investment in the Fund includes the risks inherent in an investment in securities, as well as specific risks associated with this open-ended investment product. Among the risks associated with investing in this Fund are Commodity Sector Risk, Counter-Party Risk, Credit Risk, Currency Risk, Manager and Management Risks, Subsidiary Risk, Tax Risk, Emerging Markets Risk, Leveraging Risk, Foreign Investment Risk, Fixed Income Securities Risks, Short Sale Risk and Portfolio Turnover Risks. The Fund may invest in or utilize derivative investments, futures contracts, and hedging strategies. One or more Trading Advisers, from time to time, may invest a substantial portion of the assets managed in a specific industry sector. As a result, the Fund’s investment portfolio may be subject to greater
3
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Concluded)
August 31, 2020 (Unaudited)
risk and volatility than if investments had been made in the securities of a broader range of issuers. There can be no assurance that the Fund’s strategy (hedging or otherwise) will be successful or that it will employ such strategies with respect to all or any portion of its portfolio. The value of the Fund’s portfolio investments should be expected to fluctuate. Investing in managed futures is not suitable for all investors given its speculative nature and the high level of risk involved. The Fund is appropriate only for investors who can bear the risks associated with the product. This brief statement cannot disclose all of the risks and other factors necessary to evaluate an investment in the Fund. Investors are urged to take appropriate investment advice and to carefully consider their investment objectives, personal situation, and factors such as net worth, income, age, risk tolerance and liquidity needs before investing in the Fund. Before investing, investors should carefully consider the Fund’s investment objectives, risks, tax considerations, sales charges and expenses.
Fund holdings and sector allocations are subject to change and should not be considered recommendations to buy or sell any security. Please refer to the Consolidated Portfolio of Investments in this report for a complete list of Fund holdings.
The Abbey Capital Futures Strategy Fund is distributed by Quasar Distributions, LLC.
4
Abbey Capital Futures Strategy Fund
Performance Data
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in Abbey Capital Futures Strategy Fund - Class A Shares
vs. BofA Merrill Lynch 3-Month U.S. Treasury Bill Index, S&P 500® Total Return Index and Barclay CTA Index
The chart illustrates the performance of a hypothetical $10,000 initial investment in the Fund made on July 1, 2014 and reflects Fund expenses and reinvestment of dividends and distributions (performance shown prior to August 29, 2014 is Class I Shares performance adjusted for Class A shares expense ratio). Class A Shares growth of a hypothetical investment of $10,000 is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425. Performance does not reflect the deduction of taxes a shareholder may pay on dividends, distributions or redemptions.
Average Annual Total Returns for the Periods Ended August 31, 2020 | |
| One Year | Three Years | Five Years | Since Inception† | |
Class A Shares (without sales charge) (Pro forma July 1, 2014 to August 29, 2014) | -1.64% | 3.14% | 0.40% | 3.66%* | |
Class A Shares (with sales charge) (Pro forma July 1, 2014 to August 29, 2014) | -7.30% | 1.13% | -0.78% | 2.67%* | |
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index | 1.26% | 1.72% | 1.20% | 0.97%** | |
S&P 500® Total Return Index | 21.94% | 14.52% | 14.46% | 12.12%** | |
Barclay CTA Index | 0.45% | 1.99% | 0.79% | 1.52%** | |
† | Inception date of Class A Shares of the Fund was August 29, 2014. |
* | Class A Shares performance prior to its inception on August 29, 2014 is the performance of Class I Shares, adjusted for the Class A Shares expense ratio. |
** | Performance is from the inception date of the Fund and is not the inception date of the index itself. The above is shown for illustrative purposes only. |
The Fund charges a 5.75% maximum sales charge on purchases (as a percentage of offering price) of Class A Shares. The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes)
5
Abbey Capital Futures Strategy Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
to 2.04% of the Fund’s average daily net assets attributable to Class A Shares. Without the limitation arrangement, the gross expense ratio is 2.14% for Class A Shares as stated in the current prospectus (and which may differ from the actual expense ratio for the period covered by this report). This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. Please see the Consolidated Financial Highlights for current figures.
6
Abbey Capital Futures Strategy Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $1,000,000 Investment in Abbey Capital Futures Strategy Fund – Class I Shares
vs. BofA Merrill Lynch 3-Month U.S. Treasury Bill Index, S&P 500® Total Return Index and Barclay CTA Index
The chart illustrates the performance of a hypothetical $1,000,000 minimum initial investment in the Fund made on July 1, 2014 and reflects Fund expenses and reinvestment of dividends and distributions. Performance does not reflect the deduction of taxes a shareholder may pay on dividends, distributions or redemptions.
Average Annual Total Returns for the Periods Ended August 31, 2020 | |
| One Year | Three Years | Five Years | Since Inception† | |
Class I Shares | -1.39% | 3.40% | 0.65% | 3.92% | |
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index | 1.26% | 1.72% | 1.20% | 0.97%* | |
S&P 500® Total Return Index | 21.94% | 14.52% | 14.46% | 12.12%* | |
Barclay CTA Index | 0.45% | 1.99% | 0.79% | 1.52%* | |
† | Inception date of Class I Shares of the Fund was July 1, 2014. |
* | Performance is from the inception date of the Fund and is not the inception date of the index itself. The above is shown for illustrative purposes only. |
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.79% of the Fund’s average daily net assets attributable to Class I Shares. Without the limitation arrangement, the gross expense ratio is 1.89% for Class I Shares, as stated in the current prospectus (and which may differ from the actual expense ratios for the period covered by this report). This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. Please see the Consolidated Financial Highlights for current figures.
7
Abbey Capital Futures Strategy Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in Abbey Capital Futures Strategy Fund – Class C Shares
vs. BofA Merrill Lynch 3-Month U.S. Treasury Bill Index, S&P 500® Total Return Index and Barclay CTA Index
The chart illustrates the performance of a hypothetical $10,000 minimum initial investment in the Fund made on July 1, 2014 and reflects Fund expenses and reinvestment of dividends and distributions (performance shown prior to October 6, 2015 is Class I Shares performance adjusted for Class C Shares expense ratio). Performance does not reflect the deduction of taxes a shareholder may pay on dividends, distributions or redemptions.
Average Annual Total Returns for the Periods Ended August 31 2020 | |
| One Year | Three Years | Five Years | Since Inception† | |
Class C Shares (Pro forma July 1, 2014 to October 6, 2015) | -2.40% | 2.36% | -0.35% | 2.89%* | |
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index | 1.26% | 1.72% | 1.20% | 0.97%** | |
S&P 500® Total Return Index | 21.94% | 14.52% | 14.46% | 12.12%** | |
Barclay CTA Index | 0.45% | 1.99% | 0.79% | 1.52%** | |
† | Inception date of Class C Shares of the Fund was October 6, 2015. |
* | Class C Shares performance prior to its inception on October 6, 2015 is the performance of Class I Shares, adjusted for the Class C Shares expense ratio. |
** | Performance is from the inception date of the Fund and is not the inception date of the index itself. The above is shown for illustrative purposes only. |
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.79% of the Fund’s average daily net assets attributable to Class C Shares. Without the limitation arrangement, the gross expense ratio is 2.89% for Class C Shares, as stated in the current prospectus (and which may differ from the
8
Abbey Capital Futures Strategy Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
actual expense ratios for the period covered by this report). This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. Please see the Consolidated Financial Highlights for current figures.
Performance quoted is past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. Visit www.abbeycapital.com for returns updated daily. Call (US Toll Free) 1-844-261-6484 or (international callers) + 1-508-871-3276 for returns current to the most recent month-end.
The Barclay CTA Index is derived from data which is self-reported by investment managers based on the performance of privately managed funds. In contrast, the S&P 500® Total Return Index and the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index are comprised of publicly traded securities. As a result of these differences, these indices may not be directly comparable. Additionally, these indices are not available for direct investment and the above is shown for illustrative purposes only.
9
Abbey Capital Futures Strategy Fund
Performance Data (Concluded)
August 31, 2020 (Unaudited)
Barclay CTA Index
The Barclay CTA Index is a leading industry benchmark of representative performance of commodity trading advisors. There are currently 510 programs included in the calculation of the Barclay CTA Index for 2020. The Barclay CTA Index is equally weighted and rebalanced at the beginning of each year.
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index
The BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income.
S&P 500® Index
The S&P 500® Index is a market-capitalization-weighted index of 500 U.S. stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500® Index is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. The S&P 500® Index was first introduced on January 1, 1923, though expanded to 500 stocks on March 4, 1957.
The S&P 500® Total Return Index
The S&P 500® Total Return Index is the total return version of the S&P 500® Index. Dividends are reinvested on a daily basis and all regular cash dividends are assumed reinvested in the index on the ex-dividend date.
A basis point is one hundredth of one percent.
Portfolio composition is subject to change. It is not possible to invest directly in an index.
10
Abbey Capital Futures Strategy Fund
Fund Expense Examples
August 31, 2020 (Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, (if any) and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020, and held for the entire period.
ACTUAL EXPENSES
The first section in the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, 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 first section 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 second section of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any). Therefore, the second section of the accompanying 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.
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six- Month Total Investment Returns for the Fund |
Actual | | | | | |
Class A Shares | $ 1,000.00 | $ 1,035.80 | $ 10.44 | 2.04% | 3.58% |
Class I Shares | 1,000.00 | 1,036.40 | 9.16 | 1.79 | 3.64 |
Class C Shares | 1,000.00 | 1,031.00 | 14.24 | 2.79 | 3.10 |
Hypothetical (5% return before expenses) |
Class A Shares | $ 1,000.00 | $ 1,014.88 | $ 10.33 | 2.04% | N/A |
Class I Shares | 1,000.00 | 1,016.14 | 9.07 | 1.79 | N/A |
Class C Shares | 1,000.00 | 1,011.11 | 14.10 | 2.79 | N/A |
* | Expenses are equal to the Funds’ Class A Shares, Class I Shares, and Class C Shares annualized six-month expense ratios for the period March 1, 2020 to August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. The Fund’s ending account values in the first section in the table is based on the actual six-month total investment return for the Fund’s respective share classes. |
11
Abbey Capital Futures Strategy Fund
Consolidated Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a consolidated summary of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
SHORT-TERM INVESTMENTS: | | | | | | | | |
U.S. Treasury Obligations | | | 82.7 | % | | $ | 746,977,557 | |
Money Market Deposit Account | | | 3.0 | | | | 27,187,232 | |
PURCHASED OPTIONS | | | 0.0 | | | | 397,494 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | | | | | | |
(including futures, forward foreign currency contracts and written options) | | | 14.3 | | | | 129,054,001 | |
NET ASSETS | | | 100.0 | % | | $ | 903,616,284 | |
The Fund seeks to achieve its investment objective by allocating its assets between a “Managed Futures” strategy and a “Fixed
Income” strategy.
As a result of the Fund’s use of derivatives, the Fund may hold significant amounts of U.S. Treasuries or short-term investments.
Portfolio holdings are subject to change at any time.
Refer to the Consolidated Portfolio of Investments for a detailed listing of the Fund’s holdings.
The accompanying notes are an integral part of the consolidated financial statements.
12
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments
August 31, 2020
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 85.7% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 82.7% | | | | | | | | | | | | | | | | |
U.S. Treasury Bills | | | 0.368 | % | | | 09/03/20 | | | $ | 37,282 | | | $ | 37,281,848 | |
U.S. Treasury Bills | | | 0.228 | % | | | 09/10/20 | | | | 26,228 | | | | 26,227,485 | |
U.S. Treasury Bills | | | -0.029 | % | | | 09/17/20 | | | | 25,676 | | | | 25,675,057 | |
U.S. Treasury Bills | | | 0.056 | % | | | 09/24/20 | | | | 37,079 | | | | 37,077,104 | |
U.S. Treasury Bills | | | 0.132 | % | | | 10/01/20 | | | | 53,045 | | | | 53,040,912 | |
U.S. Treasury Bills | | | 0.254 | % | | | 10/08/20 | | | | 6433 | | | | 6,432,430 | |
U.S. Treasury Bills | | | 0.142 | % | | | 10/15/20 | | | | 14,173 | | | | 14,171,441 | |
U.S. Treasury Bills | | | 0.113 | % | | | 10/22/20 | | | | 31,770 | | | | 31,765,724 | |
U.S. Treasury Bills | | | 0.085 | % | | | 10/29/20 | | | | 43,862 | | | | 43,855,463 | |
U.S. Treasury Bills | | | 0.116 | % | | | 11/05/20 | | | | 61,965 | | | | 61,954,653 | |
U.S. Treasury Bills | | | 0.122 | % | | | 11/12/20 | | | | 34,888 | | | | 34,881,370 | |
U.S. Treasury Bills | | | 0.120 | % | | | 11/19/20 | | | | 11,025 | | | | 11,022,640 | |
U.S. Treasury Bills | | | 0.146 | % | | | 11/27/20 | | | | 23,889 | | | | 23,883,154 | |
U.S. Treasury Bills | | | 0.144 | % | | | 12/03/20 | | | | 35,493 | | | | 35,482,914 | |
U.S. Treasury Bills | | | 0.162 | % | | | 12/10/20 | | | | 15,371 | | | | 15,366,624 | |
U.S. Treasury Bills | | | 0.144 | % | | | 12/17/20 | | | | 15,605 | | | | 15,600,247 | |
U.S. Treasury Bills | | | 0.148 | % | | | 12/24/20 | | | | 11,186 | | | | 11,182,103 | |
U.S. Treasury Bills | | | 0.133 | % | | | 12/31/20 | | | | 25,905 | | | | 25,895,424 | |
U.S. Treasury Bills | | | 0.131 | % | | | 01/07/21 | | | | 37,533 | | | | 37,517,653 | |
U.S. Treasury Bills | | | 0.107 | % | | | 01/14/21 | | | | 22,449 | | | | 22,439,320 | |
U.S. Treasury Bills | | | 0.093 | % | | | 01/21/21 | | | | 2,121 | | | | 2,120,121 | |
U.S. Treasury Bills | | | 0.089 | % | | | 01/28/21 | | | | 19,203 | | | | 19,195,052 | |
U.S. Treasury Bills | | | 0.101 | % | | | 02/04/21 | | | | 28,462 | | | | 28,448,742 | |
U.S. Treasury Bills | | | 0.095 | % | | | 02/11/21 | | | | 53,710 | | | | 53,684,465 | |
U.S. Treasury Bills | | | 0.097 | % | | | 02/18/21 | | | | 17,005 | | | | 16,996,167 | |
U.S. Treasury Bills | | | 0.091 | % | | | 02/25/21 | | | | 55,811 | | | | 55,779,444 | |
TOTAL U.S. TREASURY OBLIGATIONS ($746,968,530) | | | | | | | | | | | | | | | 746,977,557 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Number Of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 3.0% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05% (United States)(a) | | | | | | | | | | | 27,187 | | | | 27,187,232 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT ($27,187,232) | | | | | | | | | | | | | | | 27,187,232 | |
| | | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | | |
(Cost $774,155,762) | | | | | | | | | | | | | | | 774,164,789 | |
TOTAL PURCHASED OPTIONS — 0.0%** | | | | | | | | | | | | | | | | |
(Cost $716,719) | | | | | | | | | | | | | | | 397,494 | |
TOTAL INVESTMENTS — 85.7% | | | | | | | | | | | | | | | | |
(Cost $774,872,481) | | | | | | | | | | | | | | | 774,562,283 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 14.3% | | | | | | | | | | | | | | | 129,054,001 | |
NET ASSETS — 100.0% | | | | | | | | | | | | | | $ | 903,616,284 | |
* | Short-term investments’ coupon reflect the annualized effective yield on the date of purchase for discounted investments. |
** | See page 28 for detailed information regarding the Purchased Options. |
(a) | The rate shown is as of August, 31, 2020. |
The accompanying notes are an integral part of the consolidated financial statements.
13
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Futures contracts outstanding as of August 31, 2020 were as follows:
Long Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
1-Month SOFR Future | | | Sep-20 | | | | 2 | | | $ | 832,775 | | | $ | (42 | ) |
3-Month Euro Euribor | | | Mar-21 | | | | 425 | | | | 127,395,269 | | | | 5,997 | |
3-Month Euro Euribor | | | Jun-21 | | | | 633 | | | | 189,762,897 | | | | 35,353 | |
3-Month Euro Euribor | | | Sep-21 | | | | 5 | | | | 1,498,917 | | | | (45 | ) |
3-Month Euro Euribor | | | Dec-21 | | | | 169 | | | | 50,660,875 | | | | (6,325 | ) |
3-Month Euro Euribor | | | Mar-22 | | | | 4 | | | | 1,199,014 | | | | (164 | ) |
3-Month Euro Euribor | | | Jun-22 | | | | 26 | | | | 7,793,593 | | | | 1,313 | |
3-Month Euro Euribor | | | Sep-22 | | | | 12 | | | | 3,596,685 | | | | (462 | ) |
3-Month Euro Euribor | | | Dec-22 | | | | 19 | | | | 5,694,184 | | | | (940 | ) |
3-Month Euro Euribor | | | Mar-23 | | | | 36 | | | | 10,787,370 | | | | (1,014 | ) |
3-Month Euro Euribor | | | Jun-23 | | | | 16 | | | | 4,793,909 | | | | 433 | |
3-Month Euro Euribor | | | Dec-23 | | | | 20 | | | | 5,990,000 | | | | (940 | ) |
90-DAY Bank Bill | | | Dec-20 | | | | 122 | | | | 89,956,720 | | | | 3,435 | |
90-DAY Bank Bill | | | Mar-21 | | | | 526 | | | | 387,827,064 | | | | 57,685 | |
90-DAY Bank Bill | | | Jun-21 | | | | 171 | | | | 126,077,553 | | | | 10,429 | |
90-DAY Bank Bill | | | Sep-21 | | | | 111 | | | | 81,837,798 | | | | 12,442 | |
90-DAY Bank Bill | | | Dec-21 | | | | 84 | | | | 61,926,728 | | | | 5,286 | |
90-DAY Bank Bill | | | Mar-22 | | | | 60 | | | | 44,232,287 | | | | 2,852 | |
90-DAY Bank Bill | | | Jun-22 | | | | 15 | | | | 8,874,917 | | | | (327 | ) |
90-DAY Eurodollar Futures | | | Dec-20 | | | | 423 | | | | 105,448,613 | | | | 12,563 | |
90-DAY Eurodollar Futures | | | Mar-21 | | | | 116 | | | | 28,942,000 | | | | 7,975 | |
90-DAY Eurodollar Futures | | | Jun-21 | | | | 321 | | | | 80,097,525 | | | | 1,050 | |
90-DAY Eurodollar Futures | | | Sep-21 | | | | 105 | | | | 26,198,813 | | | | 4,525 | |
90-DAY Eurodollar Futures | | | Dec-21 | | | | 512 | | | | 127,718,400 | | | | 5,125 | |
90-DAY Eurodollar Futures | | | Mar-22 | | | | 81 | | | | 20,209,500 | | | | 3,375 | |
90-DAY Eurodollar Futures | | | Jun-22 | | | | 354 | | | | 88,314,150 | | | | 11,700 | |
90-DAY Eurodollar Futures | | | Sep-22 | | | | 119 | | | | 29,683,063 | | | | 6,175 | |
90-DAY Eurodollar Futures | | | Dec-22 | | | | 76 | | | | 18,950,600 | | | | 813 | |
90-DAY Eurodollar Futures | | | Mar-23 | | | | 73 | | | | 18,200,725 | | | | 5,288 | |
90-DAY Eurodollar Futures | | | Jun-23 | | | | 237 | | | | 59,072,250 | | | | 11,163 | |
90-DAY Eurodollar Futures | | | Sep-23 | | | | 24 | | | | 5,979,900 | | | | 7,450 | |
90-DAY Eurodollar Futures | | | Dec-23 | | | | 3 | | | | 747,075 | | | | (313 | ) |
90-DAY Eurodollar Futures | | | Mar-24 | | | | 4 | | | | 995,800 | | | | (400 | ) |
90-DAY Eurodollar Futures | | | Sep-24 | | | | 14 | | | | 3,481,800 | | | | (200 | ) |
90-DAY Eurodollar Futures | | | Dec-24 | | | | 7 | | | | 1,739,763 | | | | 75 | |
90-DAY Sterling Futures | | | Dec-20 | | | | 407 | | | | 67,936,025 | | | | 21,672 | |
90-DAY Sterling Futures | | | Mar-21 | | | | 493 | | | | 82,319,889 | | | | 120,910 | |
90-DAY Sterling Futures | | | Jun-21 | | | | 1,524 | | | | 254,524,583 | | | | 114,912 | |
90-DAY Sterling Futures | | | Sep-21 | | | | 293 | | | | 48,946,427 | | | | 20,444 | |
90-DAY Sterling Futures | | | Dec-21 | | | | 856 | | | | 143,004,224 | | | | 80,283 | |
90-DAY Sterling Futures | | | Mar-22 | | | | 298 | | | | 49,784,181 | | | | 35,775 | |
90-DAY Sterling Futures | | | Jun-22 | | | | 786 | | | | 131,296,820 | | | | 60,722 | |
90-DAY Sterling Futures | | | Sep-22 | | | | 287 | | | | 47,936,918 | | | | 28,498 | |
90-DAY Sterling Futures | | | Dec-22 | | | | 206 | | | | 34,400,799 | | | | 12,599 | |
90-DAY Sterling Futures | | | Mar-23 | | | | 172 | | | | 28,715,813 | | | | 1,546 | |
90-DAY Sterling Futures | | | Jun-23 | | | | 421 | | | | 70,269,373 | | | | (11,346 | ) |
Amsterdam Index Futures | | | Sep-20 | | | | 29 | | | | 3,798,814 | | | | (62,780 | ) |
AUD/USD Currency Futures | | | Sep-20 | | | | 465 | | | | 34,358,850 | | | | 980,830 | |
Australian 10-Year Bond Futures | | | Sep-20 | | | | 312 | | | | 33,934,820 | | | | (291,524 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
14
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Long Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
Australian 3-Year Bond Futures | | | Sep-20 | | | | 1,320 | | | $ | 113,853,682 | | | $ | (111,654 | ) |
Bank Acceptance Futures | | | Mar-21 | | | | 126 | | | | 24,026,795 | | | | 2,664 | |
Bank Acceptance Futures | | | Jun-21 | | | | 166 | | | | 31,652,759 | | | | 6,536 | |
Bank Acceptance Futures | | | Sep-21 | | | | 146 | | | | 27,833,576 | | | | 4,590 | |
Bank Acceptance Futures | | | Dec-21 | | | | 93 | | | | 17,725,151 | | | | 2,865 | |
Bank Acceptance Futures | | | Mar-22 | | | | 65 | | | | 12,384,809 | | | | 863 | |
Bank Acceptance Futures | | | Jun-22 | | | | 44 | | | | 8,381,454 | | | | 1,208 | |
Brent Crude Futures | | | Nov-20 | | | | 7 | | | | 316,960 | | | | (6,690 | ) |
Brent Crude Oil Last Day | | | Nov-20 | | | | 7 | | | | 316,960 | | | | (7,010 | ) |
CAC40 10 Euro Futures | | | Sep-20 | | | | 101 | | | | 5,957,093 | | | | (17,213 | ) |
CAD Currency Futures | | | Sep-20 | | | | 156 | | | | 9,365,940 | | | | 214,960 | |
Canadian 10-Year Bond Futures | | | Dec-20 | | | | 404 | | | | 46,751,071 | | | | (227,347 | ) |
Canola Futures (Winnipeg Commodity Exchange) | | | Nov-20 | | | | 9 | | | | 68,751 | | | | 370 | |
CHF Currency Futures | | | Sep-20 | | | | 216 | | | | 29,902,500 | | | | 492,999 | |
Cocoa Futures | | | Dec-20 | | | | 43 | | | | 1,141,220 | | | | 62,950 | |
Cocoa Futures | | | Mar-21 | | | | 10 | | | | 263,800 | | | | 12,900 | |
Cocoa Futures ICE | | | Mar-21 | | | | 3 | | | | 69,779 | | | | 1,029 | |
Coffee ‘C’ Futures | | | Dec-20 | | | | 231 | | | | 11,178,956 | | | | 916,856 | |
Coffee ‘C’ Futures | | | Mar-21 | | | | 8 | | | | 389,400 | | | | 24,694 | |
Coffee ‘C’ Futures | | | May-21 | | | | 5 | | | | 245,250 | | | | 12,750 | |
Coffee Robusta Futures | | | Nov-20 | | | | 11 | | | | 157,190 | | | | 7,000 | |
Coffee Robusta Futures | | | Jan-21 | | | | 2 | | | | 28,720 | | | | 1,890 | |
Copper Futures | | | Dec-20 | | | | 485 | | | | 37,120,688 | | | | 1,088,825 | |
Copper Futures | | | Mar-21 | | | | 5 | | | | 384,563 | | | | 9,225 | |
Corn Futures | | | Dec-20 | | | | 1,286 | | | | 23,003,325 | | | | (10,584 | ) |
Cotton No.2 Futures | | | Dec-20 | | | | 333 | | | | 10,849,140 | | | | 521,585 | |
DAX Index Futures | | | Sep-20 | | | | 44 | | | | 16,967,708 | | | | 181,672 | |
DJIA Mini E-CBOT | | | Sep-20 | | | | 111 | | | | 15,770,880 | | | | 616,394 | |
E-Mini Consumer Discretionary Select Futures | | | Sep-20 | | | | 1 | | | | 151,620 | | | | 5,420 | |
E-Mini Consumer Staples Select Futures | | | Sep-20 | | | | 1 | | | | 65,810 | | | | 4,250 | |
E-Mini Crude Oil | | | Oct-20 | | | | 6 | | | | 127,830 | | | | (695 | ) |
E-Mini Health Care Select Futures | | | Sep-20 | | | | 2 | | | | 218,460 | | | | 1,660 | |
E-Mini Industrial Select Futures | | | Sep-20 | | | | 1 | | | | 78,220 | | | | 550 | |
E-Mini Natural Gas Futures | | | Oct-20 | | | | 2 | | | | 13,150 | | | | 150 | |
E-Mini Technology Select Futures | | | Sep-20 | | | | 1 | | | | 124,500 | | | | 17,210 | |
Emissions ICE | | | Dec-20 | | | | 54 | | | | 1,846,870 | | | | 109,597 | |
EUR Foreign Exchange Currency Futures | | | Sep-20 | | | | 721 | | | | 107,604,744 | | | | 1,916,844 | |
Euro BUXL 30-Year Bond Futures | | | Sep-20 | | | | 18 | | | | 4,659,491 | | | | (102,795 | ) |
Euro STOXX 50 | | | Sep-20 | | | | 235 | | | | 9,156,244 | | | | (38,133 | ) |
Euro/GBP Futures | | | Sep-20 | | | | 1 | | | | 149,115 | | | | (2,381 | ) |
Euro/JPY Futures | | | Sep-20 | | | | 47 | | | | 7,010,173 | | | | 183,437 | |
Euro-Bobl Futures | | | Sep-20 | | | | 369 | | | | 59,283,599 | | | | (154,729 | ) |
Euro-BTP Futures | | | Sep-20 | | | | 298 | | | | 51,994,773 | | | | 1,001,850 | |
Euro-Bund Futures | | | Sep-20 | | | | 592 | | | | 124,026,254 | | | | (763,097 | ) |
Euro-Oat Futures | | | Sep-20 | | | | 250 | | | | 49,962,410 | | | | 161,293 | |
Euro-Schatz Futures | | | Sep-20 | | | | 178 | | | | 23,793,730 | | | | (9,284 | ) |
FTSE 100 Index Futures | | | Sep-20 | | | | 160 | | | | 12,750,508 | | | | (289,508 | ) |
FTSE China A50 Index | | | Sep-20 | | | | 202 | | | | 3,145,645 | | | | 35,636 | |
FTSE/JSE TOP 40 | | | Sep-20 | | | | 13 | | | | 391,827 | | | | (7,537 | ) |
FTSE/MIB Index Futures | | | Sep-20 | | | | 3 | | | | 351,273 | | | | (9,505 | ) |
Gasoline RBOB Futures | | | Oct-20 | | | | 40 | | | | 2,039,016 | | | | (5,893 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
15
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Long Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
GBP Currency Futures | | | Sep-20 | | | | 185 | | | $ | 15,469,469 | | | $ | 223,838 | |
Gold 100 Oz Futures | | | Dec-20 | | | | 116 | | | | 22,951,760 | | | | 181,221 | |
Hang Seng China Enterprises Index Futures | | | Sep-20 | | | | 41 | | | | 2,640,067 | | | | (70,579 | ) |
Hang Seng Index Futures | | | Sep-20 | | | | 50 | | | | 7,764,961 | | | | (108,449 | ) |
IBEX 35 Index Futures | | | Sep-20 | | | | 8 | | | | 664,016 | | | | (7,170 | ) |
INR/USD Futures | | | Sep-20 | | | | 1 | | | | 27,228 | | | | 342 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-20 | | | | 2 | | | | 2,862,484 | | | | (6,609 | ) |
JPY Currency Futures | | | Sep-20 | | | | 445 | | | | 52,551,719 | | | | 218,727 | |
Lean Hogs Futures | | | Dec-20 | | | | 1 | | | | 22,050 | | | | 640 | |
Live Cattle Futures | | | Oct-20 | | | | 15 | | | | 631,800 | | | | (15,230 | ) |
Live Cattle Futures | | | Dec-20 | | | | 1 | | | | 43,590 | | | | (1,590 | ) |
Live Cattle Futures | | | Apr-21 | | | | 2 | | | | 91,640 | | | | (2,450 | ) |
LME Aluminum Forward | | | Sep-20 | | | | 1,800 | | | | 79,717,500 | | | | 6,721,826 | |
LME Aluminum Forward | | | Oct-20 | | | | 57 | | | | 2,547,187 | | | | 72,534 | |
LME Aluminum Forward | | | Dec-20 | | | | 579 | | | | 26,138,231 | | | | 427,042 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 6 | | | | 264,675 | | | | 34,338 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 3 | | | | 132,402 | | | | 14,027 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 44,200 | | | | 4,238 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 44,217 | | | | 3,524 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 44,250 | | | | 4,061 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 6 | | | | 265,884 | | | | 24,810 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 44,394 | | | | 4,769 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 44,407 | | | | 4,320 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 89,079 | | | | 7,767 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 8 | | | | 356,474 | | | | 29,200 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 133,707 | | | | 8,157 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 7 | | | | 312,330 | | | | 16,522 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 44,628 | | | | 2,391 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 6 | | | | 267,830 | | | | 18,805 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 21 | | | | 938,233 | | | | 65,762 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 44,688 | | | | 2,738 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 134,072 | | | | 4,832 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 18 | | | | 804,487 | | | | 31,598 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 44,740 | | | | 2,103 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 4 | | | | 179,054 | | | | 6,765 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 134,325 | | | | 4,938 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | 89,638 | | | | 1,613 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | 89,650 | | | | 755 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 12 | | | | 537,975 | | | | 10,366 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 10 | | | | 448,562 | | | | 6,225 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 17 | | | | 762,875 | | | | 3,035 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 44,931 | | | | 450 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 15 | | | | 674,156 | | | | 2,243 | |
LME Copper Forward | | | Sep-20 | | | | 654 | | | | 109,242,525 | | | | 11,738,286 | |
LME Copper Forward | | | Oct-20 | | | | 33 | | | | 5,504,400 | | | | 160,745 | |
LME Copper Forward | | | Dec-20 | | | | 179 | | | | 29,831,469 | | | | 832,599 | |
LME Copper Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | 334,425 | | | | 50,063 | |
LME Copper Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | 334,250 | | | | 44,900 | |
LME Copper Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 167,037 | | | | 22,175 | |
LME Copper Forward — 90 Day Settlement | | | Sep-20 | | | | 7 | | | | 1,168,081 | | | | 150,501 | |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 166,770 | | | | 14,645 | |
The accompanying notes are an integral part of the consolidated financial statements.
16
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Long Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 9 | | | $ | 1,501,182 | | | $ | 105,958 | |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 500,419 | | | | 24,569 | |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 333,662 | | | | 14,350 | |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 9 | | | | 1,501,513 | | | | 22,514 | |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 8 | | | | 1,334,736 | | | | 52,137 | |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 15 | | | | 2,502,844 | | | | 85,274 | |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 14 | | | | 2,333,933 | | | | 66,577 | |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 14 | | | | 2,334,500 | | | | 66,588 | |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | 333,512 | | | | 15,183 | |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 14 | | | | 2,334,647 | | | | 104,061 | |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | 333,525 | | | | 7,021 | |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 13 | | | | 2,166,694 | | | | 47,338 | |
LME Lead Forward | | | Sep-20 | | | | 42 | | | | 2,050,125 | | | | 55,813 | |
LME Lead Forward | | | Oct-20 | | | | 3 | | | | 147,187 | | | | 2,027 | |
LME Lead Forward | | | Dec-20 | | | | 6 | | | | 296,475 | | | | 890 | |
LME Nickel Forward | | | Sep-20 | | | | 77 | | | | 7,088,928 | | | | 902,104 | |
LME Nickel Forward | | | Oct-20 | | | | 5 | | | | 460,665 | | | | 28,067 | |
LME Nickel Forward | | | Dec-20 | | | | 40 | | | | 3,691,920 | | | | 104,925 | |
LME Nickel Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 92,048 | | | | 14,048 | |
LME Nickel Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 92,059 | | | | 15,429 | |
LME Nickel Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | 184,129 | | | | 24,121 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 184,158 | | | | 27,168 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 92,099 | | | | 11,049 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 92,113 | | | | 10,633 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 276,348 | | | | 31,371 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 184,237 | | | | 22,341 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 184,260 | | | | 25,428 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 276,399 | | | | 37,886 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 276,453 | | | | 17,001 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 4 | | | | 368,631 | | | | 36,680 | |
LME Nickel Forward — 90 Day Settlement | | | Nov-20 | | | | 4 | | | | 368,808 | | | | 26,556 | |
LME Nickel Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 92,193 | | | | 4,773 | |
LME Nickel Forward — 90 Day Settlement | | | Nov-20 | | | | 7 | | | | 645,387 | | | | 25,547 | |
LME Nickel Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 92,202 | | | | 1,752 | |
LME Palladium Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 48,734 | | | | 4,609 | |
LME Palladium Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 48,764 | | | | 3,999 | |
LME Palladium Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | 97,615 | | | | 7,887 | |
LME Palladium Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 48,889 | | | | 4,027 | |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 147,022 | | | | 9,596 | |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 147,070 | | | | 9,070 | |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 147,164 | | | | 9,702 | |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 7 | | | | 343,438 | | | | 21,306 | |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 6 | | | | 294,345 | | | | 21,577 | |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 98,191 | | | | 5,728 | |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 6 | | | | 294,668 | | | | 12,570 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 49,143 | | | | 2,018 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 49,159 | | | | 1,471 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 49,167 | | | | 530 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 49,215 | | | | 390 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 9 | | | | 443,005 | | | | 2,363 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | 98,525 | | | | (514 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
17
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Long Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | $ | 98,512 | | | $ | (814 | ) |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 13 | | | | 640,750 | | | | (627 | ) |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 3 | | | | 147,889 | | | | (2,323 | ) |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 49,312 | | | | (238 | ) |
LME Silver Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | 178,740 | | | | 9,215 | |
LME Silver Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 89,347 | | | | 4,897 | |
LME Silver Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | 178,670 | | | | 9,970 | |
LME Silver Forward — 90 Day Settlement | | | Sep-20 | | | | 4 | | | | 357,340 | | | | 19,484 | |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 89,335 | | | | 4,167 | |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 268,005 | | | | 11,865 | |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 89,335 | | | | 2,560 | |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 178,630 | | | | 2,210 | |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 178,630 | | | | 130 | |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 89,315 | | | | (360 | ) |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 89,308 | | | | 723 | |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | 178,610 | | | | 2,610 | |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 89,300 | | | | 1,725 | |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | 178,517 | | | | 4,587 | |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 89,250 | | | | 500 | |
LME Zinc Forward | | | Sep-20 | | | | 62 | | | | 3,872,287 | | | | 520,485 | |
LME Zinc Forward | | | Oct-20 | | | | 4 | | | | 250,825 | | | | 10,106 | |
LME Zinc Forward | | | Dec-20 | | | | 78 | | | | 4,913,513 | | | | 139,308 | |
LME Zinc Forward — 90 Day Settlement | | | Sep-20 | | | | 3 | | | | 186,919 | | | | 33,769 | |
LME Zinc Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 62,456 | | | | 10,419 | |
LME Zinc Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | 62,495 | | | | 10,971 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 62,593 | | | | 11,280 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 62,661 | | | | 9,372 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 125,400 | | | | 14,387 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 4 | | | | 250,806 | | | | 30,881 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 6 | | | | 376,213 | | | | 45,401 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | 188,116 | | | | 20,183 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | 125,412 | | | | 14,312 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 12 | | | | 752,475 | | | | 78,807 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 62,743 | | | | 7,306 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 62,751 | | | | 5,351 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 14 | | | | 878,615 | | | | 74,637 | |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 62,803 | | | | 3,703 | |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 62,840 | | | | 3,215 | |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | 125,710 | | | | 6,385 | |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 17 | | | | 1,068,662 | | | | 58,395 | |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | 125,725 | | | | (1,525 | ) |
LME Zinc Forward — 90 Day Settlement | | | Nov-25 | | | | 15 | | | | 943,072 | | | | 25,110 | |
Long Gilt Futures | | | Dec-20 | | | | 587 | | | | 105,939,031 | | | | (561,932 | ) |
Low Sulphur Gasoil G Futures | | | Oct-20 | | | | 7 | | | | 257,775 | | | | (10,100 | ) |
Lumber Futures | | | Nov-20 | | | | 7 | | | | 575,575 | | | | (12,848 | ) |
MDAX Index Futures | | | Sep-20 | | | | 2 | | | | 327,275 | | | | 11,211 | |
Micro EUR/USD Futures | | | Sep-20 | | | | 6 | | | | 89,546 | | | | 1,310 | |
Milk Futures | | | Sep-20 | | | | 5 | | | | 156,800 | | | | (6,500 | ) |
Mill Wheat Euro | | | Dec-20 | | | | 9 | | | | 99,615 | | | | 895 | |
Mini H-Shares Index Futures | | | Sep-20 | | | | 23 | | | | 296,203 | | | | (8,330 | ) |
Mini HSI Index Futures | | | Sep-20 | | | | 6 | | | | 194,124 | | | | (4,472 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
18
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Long Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
Mini TOPIX Index Futures | | | Sep-20 | | | | 21 | | | $ | 320,408 | | | $ | 2,379 | |
MSCI EAFE Index Futures | | | Sep-20 | | | | 11 | | | | 1,045,055 | | | | 18,690 | |
MSCI Emerging Markets Index Futures | | | Sep-20 | | | | 37 | | | | 2,035,740 | | | | 17,540 | |
MSCI Taiwan Index | | | Sep-20 | | | | 139 | | | | 6,826,290 | | | | (131,213 | ) |
Nasdaq 100 E-Mini | | | Sep-20 | | | | 188 | | | | 45,548,640 | | | | 3,084,697 | |
Natural Gas Futures | | | Oct-20 | | | | 139 | | | | 3,655,700 | | | | 80,483 | |
Natural Gas Futures | | | Nov-20 | | | | 15 | | | | 438,000 | | | | 14,010 | |
Natural Gas Futures | | | Dec-20 | | | | 8 | | | | 260,320 | | | | 8,340 | |
Natural Gas Futures ICE | | | Oct-20 | | | | 15 | | | | 179,951 | | | | 28,427 | |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-20 | | | | 29 | | | | 6,341,311 | | | | 115,467 | |
Nikkei 225 (Singapore Exchange) | | | Sep-20 | | | | 101 | | | | 11,042,629 | | | | 21,267 | |
Nikkei 225 Mini | | | Sep-20 | | | | 346 | | | | 7,565,840 | | | | 137,198 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-20 | | | | 5 | | | | 255,633 | | | | (12,827 | ) |
NYSE FANG+ Index Futures | | | Sep-20 | | | | 4 | | | | 1,137,360 | | | | 150,470 | |
NZD Currency Futures | | | Sep-20 | | | | 168 | | | | 11,333,280 | | | | 352,990 | |
OMX Stockholm 30 Index Futures | | | Sep-20 | | | | 339 | | | | 6,917,328 | | | | (26,576 | ) |
Palladium Futures | | | Dec-20 | | | | 5 | | | | 1,139,650 | | | | 43,920 | |
Palm Oil Futures | | | Oct-20 | | | | 2 | | | | 33,357 | | | | 594 | |
Palm Oil Futures | | | Nov-20 | | | | 27 | | | | 443,680 | | | | 13,426 | |
Palm Oil Futures | | | Dec-20 | | | | 2 | | | | 32,541 | | | | 1,284 | |
Platinum Futures | | | Oct-20 | | | | 11 | | | | 515,845 | | | | (13,615 | ) |
Rapeseed Euro | | | Nov-20 | | | | 5 | | | | 114,263 | | | | 477 | |
Rough Rice Futures | | | Nov-20 | | | | 4 | | | | 98,840 | | | | 320 | |
Russell 2000 E-Mini | | | Sep-20 | | | | 77 | | | | 6,011,005 | | | | 170,154 | |
S&P 500 E-Mini Futures | | | Sep-20 | | | | 436 | | | | 76,276,020 | | | | 2,734,120 | |
S&P Mid 400 E-Mini | | | Sep-20 | | | | 10 | | | | 1,925,800 | | | | 60,460 | |
S&P/TSX 60 IX Futures | | | Sep-20 | | | | 37 | | | | 5,610,917 | | | | 138,322 | |
SGX Iron Ore 62% Futures | | | Oct-20 | | | | 30 | | | | 355,020 | | | | 10,949 | |
SGX Nifty 50 | | | Sep-20 | | | | 52 | | | | 1,182,012 | | | | (16,725 | ) |
Short BTP Future | | | Sep-20 | | | | 83 | | | | 11,128,010 | | | | 45,633 | |
Silver Futures | | | Dec-20 | | | | 55 | | | | 7,863,350 | | | | 309,085 | |
Silver Futures | | | Mar-21 | | | | 3 | | | | 431,340 | | | | 22,080 | |
Soybean Futures | | | Nov-20 | | | | 233 | | | | 11,108,275 | | | | 95,560 | |
Soybean Futures | | | Mar-21 | | | | 130 | | | | 6,238,375 | | | | 83,537 | |
Soybean Meal Futures | | | Dec-20 | | | | 6 | | | | 187,500 | | | | 6,530 | |
Soybean Oil Futures | | | Dec-20 | | | | 78 | | | | 1,537,848 | | | | 22,914 | |
Soybean Oil Futures | | | Jan-21 | | | | 4 | | | | 79,200 | | | | 2,220 | |
Soybean Oil Futures | | | Mar-21 | | | | 1 | | | | 19,866 | | | | 984 | |
SPI 200 Futures | | | Sep-20 | | | | 42 | | | | 4,669,799 | | | | 16,890 | |
STOXX Europe 600 Index | | | Sep-20 | | | | 39 | | | | 850,062 | | | | (4,863 | ) |
Sugar No. 11 (World) | | | Oct-20 | | | | 171 | | | | 2,424,643 | | | | (14,571 | ) |
Sugar No. 11 (World) | | | Mar-21 | | | | 249 | | | | 3,703,526 | | | | (71,456 | ) |
Sugar No. 11 (World) | | | May-21 | | | | 3 | | | | 43,882 | | | | (448 | ) |
Swiss Federal Bond Futures | | | Sep-20 | | | | 1 | | | | 191,946 | | | | (852 | ) |
Topix Index Futures | | | Sep-20 | | | | 45 | | | | 6,865,883 | | | | 103,101 | |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 751 | | | | 104,576,750 | | | | 82,219 | |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 406 | | | | 89,703,797 | | | | 32,914 | |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 1,143 | | | | 144,053,719 | | | | 174,054 | |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-20 | | | | 160 | | | | 28,115,000 | | | | (98,064 | ) |
U.S. Treasury Ultra 10-Year Notes | | | Dec-20 | | | | 68 | | | | 10,841,750 | | | | 15,828 | |
The accompanying notes are an integral part of the consolidated financial statements.
19
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Long Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-20 | | | | 17 | | | $ | 3,755,406 | | | $ | (32,547 | ) |
USD/NOK Futures | | | Sep-20 | | | | 2 | | | | 199,813 | | | | (12,227 | ) |
USD/SEK Futures | | | Sep-20 | | | | 3 | | | | 299,766 | | | | (19,301 | ) |
Wheat (Chicago Board of Trade) | | | Dec-20 | | | | 111 | | | | 3,064,988 | | | | 46,662 | |
Wheat (Chicago Board of Trade) | | | Mar-21 | | | | 4 | | | | 112,100 | | | | (139 | ) |
White Sugar ICE | | | Dec-20 | | | | 3 | | | | 54,780 | | | | (420 | ) |
WTI Crude Futures | | | Oct-20 | | | | 63 | | | | 2,641,820 | | | | (3,750 | ) |
WTI Crude Futures | | | Dec-20 | | | | 22 | | | | 950,620 | | | | 6,670 | |
| | | | | | | | | | | | | | $ | 38,719,449 | |
Short Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
10-Year Mini Japanese Government Bond Futures | | | Sep-20 | | | | 10 | | | $ | (1,430,581 | ) | | $ | 2,766 | |
3-Month Euro Euribor | | | Dec-20 | | | | 1 | | | | (299,739 | ) | | | (30 | ) |
3-Month Euro Euribor | | | Mar-21 | | | | 1 | | | | (299,754 | ) | | | (30 | ) |
90-DAY Eurodollar Futures | | | Dec-20 | | | | 16 | | | | (3,988,600 | ) | | | (125 | ) |
90-DAY Eurodollar Futures | | | Mar-21 | | | | 887 | | | | (221,306,500 | ) | | | (413 | ) |
90-DAY Eurodollar Futures | | | Jun-21 | | | | 656 | | | | (163,688,400 | ) | | | 825 | |
90-DAY Eurodollar Futures | | | Sep-21 | | | | 10 | | | | (2,495,125 | ) | | | (325 | ) |
90-DAY Sterling Futures | | | Dec-20 | | | | 7 | | | | (1,168,433 | ) | | | (326 | ) |
90-DAY Sterling Futures | | | Mar-21 | | | | 3 | | | | (500,932 | ) | | | 175 | |
Amsterdam Index Futures | | | Sep-20 | | | | 5 | | | | (654,968 | ) | | | 10,108 | |
AUD/USD Currency Futures | | | Sep-20 | | | | 605 | | | | (44,703,450 | ) | | | (1,872,288 | ) |
Australian 10-Year Bond Futures | | | Sep-20 | | | | 21 | | | | (2,284,074 | ) | | | 2,875 | |
Brent Crude Futures | | | Nov-20 | | | | 71 | | | | (3,214,880 | ) | | | (1,550 | ) |
Brent Crude Futures | | | Dec-20 | | | | 14 | | | | (639,240 | ) | | | (19,260 | ) |
Brent Crude Futures | | | Jan-21 | | | | 3 | | | | (138,090 | ) | | | 1,090 | |
CAC40 10 Euro Futures | | | Sep-20 | | | | 19 | | | | (1,002,679 | ) | | | 1,005 | |
CAD Currency Futures | | | Sep-20 | | | | 244 | | | | (18,731,880 | ) | | | (241,252 | ) |
Canola Futures (Winnipeg Commodity Exchange) | | | Jan-21 | | | | 4 | | | | (31,004 | ) | | | (1,343 | ) |
Cattle Feeder Futures | | | Oct-20 | | | | 1 | | | | - | | | | (413 | ) |
Cocoa Futures ICE | | | Dec-20 | | | | 24 | | | | (565,287 | ) | | | (24,342 | ) |
Coffee ‘C’ Futures | | | Dec-20 | | | | 15 | | | | (725,906 | ) | | | (77,606 | ) |
Corn Futures | | | Dec-20 | | | | 314 | | | | (5,616,675 | ) | | | (281,200 | ) |
Corn Futures | | | Mar-21 | | | | 325 | | | | (5,971,875 | ) | | | (417,338 | ) |
DAX Index Futures | | | Sep-20 | | | | 7 | | | | (2,699,408 | ) | | | 31,236 | |
DAX-Mini Futures | | | Sep-20 | | | | 1 | | | | - | | | | 1,074 | |
DJIA Mini E-CBOT | | | Sep-20 | | | | 1 | | | | (142,080 | ) | | | (15,040 | ) |
Dollar Index | | | Sep-20 | | | | 43 | | | | (3,961,633 | ) | | | 75,907 | |
E-Mini Energy Select Futures | | | Sep-20 | | | | 1 | | | | (36,880 | ) | | | 280 | |
E-Mini Financial Select Futures | | | Sep-20 | | | | 1 | | | | (76,962 | ) | | | 1,325 | |
EUR Foreign Exchange Currency Futures | | | Sep-20 | | | | 152 | | | | (22,685,050 | ) | | | (1,027,448 | ) |
Euro STOXX 50 | | | Sep-20 | | | | 20 | | | | (662,367 | ) | | | (6,701 | ) |
Euro/CHF 3-Month Futures ICE | | | Dec-20 | | | | 1 | | | | (278,555 | ) | | | — | |
Euro/CHF 3-Month Futures ICE | | | Mar-21 | | | | 2 | | | | (557,110 | ) | | | (28 | ) |
Euro/CHF 3-Month Futures ICE | | | Jun-21 | | | | 2 | | | | (557,055 | ) | | | 138 | |
Euro/CHF 3-Month Futures ICE | | | Sep-21 | | | | 1 | | | | (278,500 | ) | | | 83 | |
The accompanying notes are an integral part of the consolidated financial statements.
20
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Short Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
Euro-Bobl Futures | | | Sep-20 | | | | 224 | | | $ | (35,987,876 | ) | | $ | 132,235 | |
Euro-Bund Futures | | | Sep-20 | | | | 184 | | | | (38,548,701 | ) | | | 4,308 | |
Euro-Schatz Futures | | | Sep-20 | | | | 363 | | | | (48,523,169 | ) | | | 16,337 | |
FTSE 100 Index Futures | | | Sep-20 | | | | 47 | | | | (3,745,462 | ) | | | 99,856 | |
FTSE/JSE TOP 40 | | | Sep-20 | | | | 1 | | | | (30,141 | ) | | | 569 | |
FTSE/MIB Index Futures | | | Sep-20 | | | | 10 | | | | (1,170,911 | ) | | | 567 | |
Gasoline RBOB Futures | | | Oct-20 | | | | 65 | | | | (3,313,401 | ) | | | 79,737 | |
Gasoline RBOB Futures | | | Nov-20 | | | | 28 | | | | (149,688 | ) | | | 15,200 | |
Gasoline RBOB Futures | | | Dec-20 | | | | 1 | | | | (49,413 | ) | | | 235 | |
Gasoline RBOB Futures | | | Jan-21 | | | | 1 | | | | (49,594 | ) | | | 626 | |
GBP Currency Futures | | | Sep-20 | | | | 164 | | | | (13,713,475 | ) | | | (517,663 | ) |
Hang Seng Index Futures | | | Sep-20 | | | | 1 | | | | (161,770 | ) | | | 1,923 | |
IBEX 35 Index Futures | | | Sep-20 | | | | 7 | | | | (581,014 | ) | | | 3,475 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-20 | | | | 62 | | | | (75,855,828 | ) | | | 132,842 | |
JPY Currency Futures | | | Sep-20 | | | | 14 | | | | (1,653,313 | ) | | | (2,494 | ) |
Kansas City Hard Red Winter Wheat Futures | | | Dec-20 | | | | 91 | | | | (2,162,388 | ) | | | (209,250 | ) |
Kansas City Hard Red Winter Wheat Futures | | | Mar-21 | | | | 4 | | | | (97,250 | ) | | | (8,263 | ) |
Lean Hogs Futures | | | Oct-20 | | | | 87 | | | | (1,865,280 | ) | | | (116,490 | ) |
Lean Hogs Futures | | | Dec-20 | | | | 27 | | | | (595,350 | ) | | | (33,780 | ) |
Live Cattle Futures | | | Oct-20 | | | | 11 | | | | (463,320 | ) | | | (1,760 | ) |
Live Cattle Futures | | | Dec-20 | | | | 13 | | | | (566,670 | ) | | | (12,910 | ) |
Live Cattle Futures | | | Feb-21 | | | | 11 | | | | (494,230 | ) | | | 1,240 | |
Live Cattle Futures | | | Apr-21 | | | | 12 | | | | (549,840 | ) | | | 460 | |
LME Aluminum Forward | | | Sep-20 | | | | 1,800 | | | | (79,717,500 | ) | | | (7,783,121 | ) |
LME Aluminum Forward | | | Oct-20 | | | | 15 | | | | (670,312 | ) | | | (9,850 | ) |
LME Aluminum Forward | | | Dec-20 | | | | 432 | | | | (19,502,100 | ) | | | (263,669 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 6 | | | | (264,675 | ) | | | (26,175 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 3 | | | | (132,402 | ) | | | (11,718 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (44,200 | ) | | | (3,526 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (44,217 | ) | | | (4,355 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (44,250 | ) | | | (4,625 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 6 | | | | (265,884 | ) | | | (22,218 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (44,394 | ) | | | (4,369 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (44,407 | ) | | | (5,195 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | (89,079 | ) | | | (7,498 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 8 | | | | (356,474 | ) | | | (19,892 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (133,707 | ) | | | (8,433 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 7 | | | | (312,330 | ) | | | (21,429 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (44,628 | ) | | | (3,139 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 6 | | | | (267,830 | ) | | | (18,891 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 21 | | | | (938,233 | ) | | | (36,657 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (44,688 | ) | | | (1,611 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (134,072 | ) | | | (7,872 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 18 | | | | (804,488 | ) | | | (43,100 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (44,740 | ) | | | (1,652 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 4 | | | | (179,054 | ) | | | (1,399 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (134,325 | ) | | | (2,640 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | (89,638 | ) | | | (2,460 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | (89,650 | ) | | | (913 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 12 | | | | (537,975 | ) | | | (4,073 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
21
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Short Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 10 | | | $ | (448,562 | ) | | $ | (6,598 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 17 | | | | (762,875 | ) | | | (5,340 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (44,931 | ) | | | (619 | ) |
LME Copper Forward | | | Sep-20 | | | | 654 | | | | (109,242,525 | ) | | | (11,590,187 | ) |
LME Copper Forward | | | Oct-20 | | | | 12 | | | | (2,001,600 | ) | | | (69,715 | ) |
LME Copper Forward | | | Dec-20 | | | | 90 | | | | (14,999,063 | ) | | | (271,681 | ) |
LME Copper Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | (334,425 | ) | | | (44,048 | ) |
LME Copper Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | (334,250 | ) | | | (47,850 | ) |
LME Copper Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (167,037 | ) | | | (23,831 | ) |
LME Copper Forward — 90 Day Settlement | | | Sep-20 | | | | 7 | | | | (1,168,081 | ) | | | (85,785 | ) |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (166,770 | ) | | | (12,075 | ) |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 9 | | | | (1,501,182 | ) | | | (31,993 | ) |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (500,419 | ) | | | (14,419 | ) |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | (333,662 | ) | | | (9,613 | ) |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 9 | | | | (1,501,513 | ) | | | (49,712 | ) |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 8 | | | | (1,334,736 | ) | | | (45,254 | ) |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 15 | | | | (2,502,844 | ) | | | (74,431 | ) |
LME Copper Forward — 90 Day Settlement | | | Oct-20 | | | | 14 | | | | (2,333,933 | ) | | | (67,025 | ) |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 14 | | | | (2,334,500 | ) | | | (104,456 | ) |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | (333,512 | ) | | | (14,862 | ) |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 14 | | | | (2,334,647 | ) | | | (53,072 | ) |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | (333,525 | ) | | | (16,312 | ) |
LME Lead Forward | | | Sep-20 | | | | 42 | | | | (2,050,125 | ) | | | (125,851 | ) |
LME Lead Forward | | | Dec-20 | | | | 27 | | | | (1,334,137 | ) | | | (22,842 | ) |
LME Nickel Forward | | | Sep-20 | | | | 77 | | | | (7,088,928 | ) | | | (1,308,165 | ) |
LME Nickel Forward | | | Oct-20 | | | | 3 | | | | (276,399 | ) | | | (13,018 | ) |
LME Nickel Forward | | | Dec-20 | | | | 21 | | | | (1,938,258 | ) | | | (144,069 | ) |
LME Nickel Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (92,048 | ) | | | (13,670 | ) |
LME Nickel Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (92,059 | ) | | | (11,220 | ) |
LME Nickel Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | (184,129 | ) | | | (31,219 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | (184,158 | ) | | | (24,155 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (92,099 | ) | | | (10,616 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (92,113 | ) | | | (10,609 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (276,348 | ) | | | (38,442 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | (184,237 | ) | | | (25,442 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | (184,260 | ) | | | (20,406 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (276,399 | ) | | | (17,037 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (276,453 | ) | | | (28,722 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-20 | | | | 4 | | | | (368,631 | ) | | | (26,651 | ) |
LME Nickel Forward — 90 Day Settlement | | | Nov-20 | | | | 4 | | | | (368,808 | ) | | | (16,215 | ) |
LME Nickel Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (92,193 | ) | | | (4,047 | ) |
LME Palladium Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (48,734 | ) | | | (4,960 | ) |
LME Palladium Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (48,764 | ) | | | (5,639 | ) |
LME Palladium Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | (97,615 | ) | | | (8,127 | ) |
LME Palladium Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (48,889 | ) | | | (4,449 | ) |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (147,022 | ) | | | (9,059 | ) |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (147,070 | ) | | | (9,081 | ) |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (147,164 | ) | | | (10,242 | ) |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 7 | | | | (343,438 | ) | | | (23,878 | ) |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 6 | | | | (294,345 | ) | | | (18,679 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
22
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Short Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | $ | (98,191 | ) | | $ | (4,559 | ) |
LME Palladium Forward — 90 Day Settlement | | | Oct-20 | | | | 6 | | | | (294,667 | ) | | | (1,420 | ) |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (49,143 | ) | | | (1,275 | ) |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (49,159 | ) | | | (258 | ) |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (49,167 | ) | | | (261 | ) |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (49,215 | ) | | | (282 | ) |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 9 | | | | (443,005 | ) | | | 419 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | (98,525 | ) | | | 80 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | (98,512 | ) | | | 88 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 3 | | | | (147,866 | ) | | | 569 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (49,313 | ) | | | 63 | |
LME Silver Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | (178,740 | ) | | | (9,822 | ) |
LME Silver Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (89,347 | ) | | | (4,860 | ) |
LME Silver Forward — 90 Day Settlement | | | Sep-20 | | | | 2 | | | | (178,670 | ) | | | (9,820 | ) |
LME Silver Forward — 90 Day Settlement | | | Sep-20 | | | | 4 | | | | (357,340 | ) | | | (16,015 | ) |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (89,335 | ) | | | (5,060 | ) |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (268,005 | ) | | | (14,355 | ) |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (89,335 | ) | | | (1,389 | ) |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | (178,630 | ) | | | (165 | ) |
LME Silver Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | (178,630 | ) | | | (2,078 | ) |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (89,315 | ) | | | (1,338 | ) |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (89,308 | ) | | | (458 | ) |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | (178,610 | ) | | | (3,598 | ) |
LME Silver Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (89,300 | ) | | | (2,290 | ) |
LME Zinc Forward | | | Sep-20 | | | | 62 | | | | (3,872,288 | ) | | | (611,393 | ) |
LME Zinc Forward | | | Oct-20 | | | | 1 | | | | (62,706 | ) | | | (3,056 | ) |
LME Zinc Forward | | | Dec-20 | | | | 20 | | | | (1,259,875 | ) | | | (68,854 | ) |
LME Zinc Forward — 90 Day Settlement | | | Sep-20 | | | | 3 | | | | (186,919 | ) | | | (35,812 | ) |
LME Zinc Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (62,456 | ) | | | (11,581 | ) |
LME Zinc Forward — 90 Day Settlement | | | Sep-20 | | | | 1 | | | | (62,495 | ) | | | (9,302 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (62,593 | ) | | | (11,034 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (62,661 | ) | | | (7,817 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | (125,400 | ) | | | (15,692 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 4 | | | | (250,806 | ) | | | (26,343 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 6 | | | | (376,213 | ) | | | (40,218 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 3 | | | | (188,116 | ) | | | (19,750 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 2 | | | | (125,412 | ) | | | (13,172 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 12 | | | | (752,475 | ) | | | (69,410 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (62,744 | ) | | | (5,643 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (62,751 | ) | | | (5,645 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-20 | | | | 14 | | | | (878,616 | ) | | | (49,266 | ) |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (62,803 | ) | | | (2,584 | ) |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (62,840 | ) | | | (3,535 | ) |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | (125,710 | ) | | | (6,972 | ) |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 17 | | | | (1,068,663 | ) | | | (25,269 | ) |
LME Zinc Forward — 90 Day Settlement | | | Nov-20 | | | | 2 | | | | (125,725 | ) | | | (1,125 | ) |
LME Zinc Forward — 90 Day Settlement | | | Nov-25 | | | | 2 | | | | (125,743 | ) | | | (1,730 | ) |
Long Gilt Futures | | | Dec-20 | | | | 44 | | | | (7,940,915 | ) | | | 22,083 | |
Low Sulphur Gasoil G Futures | | | Oct-20 | | | | 103 | | | | (3,792,975 | ) | | | 102,450 | |
Low Sulphur Gasoil G Futures | | | Nov-20 | | | | 20 | | | | (748,000 | ) | | | 17,500 | |
The accompanying notes are an integral part of the consolidated financial statements.
23
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Short Contracts | | Expiration Date | | | Number Of Contracts | | | Notional Amount | | | Value And Unrealized Appreciation/ (Depreciation) | |
Low Sulphur Gasoil G Futures | | | Dec-20 | | | | 1 | | | $ | (37,800 | ) | | $ | 625 | |
Mill Wheat Euro | | | May-21 | | | | 2 | | | | (22,435 | ) | | | (283 | ) |
Mini FTSE/MIB Pound Futures | | | Sep-20 | | | | 2 | | | | (46,836 | ) | | | 50 | |
MSCI EAFE Index Futures | | | Sep-20 | | | | 4 | | | | (380,020 | ) | | | (16,480 | ) |
MSCI Singapore Exchange ETS | | | Sep-20 | | | | 16 | | | | (342,391 | ) | | | 919 | |
MXN Currency Futures | | | Sep-20 | | | | 102 | | | | (2,326,620 | ) | | | (65,855 | ) |
Natural Gas Futures | | | Oct-20 | | | | 167 | | | | (4,392,100 | ) | | | (378,810 | ) |
Natural Gas Futures | | | Nov-20 | | | | 65 | | | | (1,898,000 | ) | | | (182,020 | ) |
Nikkei 225 (Singapore Exchange) | | | Sep-20 | | | | 70 | | | | (7,653,307 | ) | | | (106,005 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-20 | | | | 141 | | | | (7,208,850 | ) | | | 228,589 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Nov-20 | | | | 15 | | | | (781,389 | ) | | | 21,119 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Dec-20 | | | | 6 | | | | (318,326 | ) | | | 5,741 | |
NZD Currency Futures | | | Sep-20 | | | | 5 | | | | (337,300 | ) | | | (9,800 | ) |
OAT Futures | | | Dec-20 | | | | 1 | | | | (13,750 | ) | | | (1,113 | ) |
Orange Juice Futures | | | Nov-20 | | | | 1 | | | | (17,520 | ) | | | 1,005 | |
Platinum Futures | | | Oct-20 | | | | 137 | | | | (6,424,615 | ) | | | (205,300 | ) |
Red Wheat Futures (Minneapolis Grain Exchange) | | | Dec-20 | | | | 4 | | | | (107,900 | ) | | | (4,712 | ) |
Russell 2000 E-Mini | | | Sep-20 | | | | 3 | | | | (234,195 | ) | | | (19,530 | ) |
S&P 500 E-Mini Futures | | | Sep-20 | | | | 59 | | | | (10,321,755 | ) | | | (917,693 | ) |
S&P Mid 400 E-Mini | | | Sep-20 | | | | 2 | | | | (385,160 | ) | | | (19,130 | ) |
S&P/TSX 60 IX Futures | | | Sep-20 | | | | 4 | | | | (606,586 | ) | | | (44,890 | ) |
SGX Nifty 50 | | | Sep-20 | | | | 17 | | | | (386,427 | ) | | | 4,203 | |
Soybean Futures | | | Nov-20 | | | | 69 | | | | (3,289,575 | ) | | | (197,550 | ) |
Soybean Futures | | | Jan-21 | | | | 3 | | | | (143,962 | ) | | | (1,187 | ) |
Soybean Meal Futures | | | Dec-20 | | | | 61 | | | | (1,906,250 | ) | | | (121,830 | ) |
Soybean Meal Futures | | | Jan-21 | | | | 5 | | | | (157,200 | ) | | | (6,950 | ) |
SPI 200 Futures | | | Sep-20 | | | | 11 | | | | (1,223,042 | ) | | | (20,006 | ) |
STOXX Dividend Futures | | | Dec-21 | | | | 5 | | | | (48,509 | ) | | | (1,563 | ) |
STOXX Europe 600 Banks Index | | | Sep-20 | | | | 11 | | | | (60,580 | ) | | | (1,557 | ) |
STOXX Europe 600 Institutional Index | | | Sep-20 | | | | 2 | | | | (29,965 | ) | | | (1,384 | ) |
Sugar No. 11 (World) | | | Oct-20 | | | | 74 | | | | (1,049,261 | ) | | | (44,265 | ) |
Sugar No. 11 (World) | | | May-21 | | | | 8 | | | | (117,018 | ) | | | 986 | |
Topix Index Futures | | | Sep-20 | | | | 2 | | | | (305,150 | ) | | | (14,257 | ) |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 852 | | | | (118,641,000 | ) | | | (49,234 | ) |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 68 | | | | (15,024,281 | ) | | | (4,250 | ) |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 76 | | | | (9,578,375 | ) | | | (10,883 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-20 | | | | 25 | | | | (4,392,969 | ) | | | 15,969 | |
Wheat (Chicago Board of Trade) | | | Dec-20 | | | | 163 | | | | (4,500,837 | ) | | | (393,437 | ) |
WTI Crude Futures | | | Oct-20 | | | | 46 | | | | (1,960,060 | ) | | | (24,000 | ) |
WTI Crude Futures | | | Nov-20 | | | | 11 | | | | (471,900 | ) | | | (14,960 | ) |
WTI Crude Futures | | | Jan-21 | | | | 3 | | | | (130,590 | ) | | | (940 | ) |
WTI Crude Futures IPE | | | Oct-20 | | | | 1 | | | | (42,610 | ) | | | 130 | |
WTI Crude Futures IPE | | | Nov-20 | | | | 1 | | | | (42,900 | ) | | | 540 | |
| | | | | | | | | | | | | | $ | (30,798,291 | ) |
Total Futures Contracts | | | | | | | | | | | | | | $ | 7,921,158 | |
The accompanying notes are an integral part of the consolidated financial statements.
24
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Forward foreign currency contracts outstanding as of August 31, 2020 were as follows:
Currency Purchased | | Currency Sold | | Expiration Date | Counterparty | Unrealized Appreciation/ (Depreciation) |
AUD | 1,200,000 | | JPY | 93,189,028 | | Sep 01 2020 | BOA | $ 5,207 |
AUD | 343,323 | | USD | 252,081 | | Sep 01 2020 | BOA | 1,137 |
AUD | 17,353,375 | | USD | 12,180,759 | | Sep 16 2020 | BOA | 618,905 |
AUD | 32,168,000 | | USD | 22,607,695 | | Sep 18 2020 | BOA | 1,119,260 |
AUD | 10,600,000 | | CAD | 10,096,606 | | Sep 23 2020 | BOA | 77,440 |
AUD | 1,029,494 | | EUR | 625,000 | | Sep 23 2020 | BOA | 13,139 |
AUD | 5,911,100 | | GBP | 3,250,000 | | Sep 23 2020 | BOA | 14,945 |
AUD | 8,800,000 | | JPY | 670,370,800 | | Sep 23 2020 | BOA | 159,674 |
AUD | 18,200,000 | | NZD | 20,098,042 | | Sep 23 2020 | BOA | (113,246) |
AUD | 8,200,000 | | USD | 5,904,908 | | Sep 23 2020 | BOA | 143,488 |
AUD | 3,524,000 | | USD | 2,560,813 | | Oct 16 2020 | BOA | 38,683 |
BRL | 9,835,436 | | USD | 1,889,819 | | Sep 16 2020 | BOA | (95,412) |
CAD | 26,289,893 | | USD | 19,579,250 | | Sep 16 2020 | BOA | 577,201 |
CAD | 20,114,000 | | USD | 15,178,860 | | Sep 18 2020 | BOA | 242,623 |
CAD | 200,000 | | JPY | 16,119,660 | | Sep 23 2020 | BOA | 1,102 |
CAD | 8,100,000 | | USD | 6,161,256 | | Sep 23 2020 | BOA | 49,134 |
CHF | 31,240,979 | | USD | 34,374,526 | | Sep 01 2020 | BOA | 186,837 |
CHF | 31,240,979 | | USD | 34,510,809 | | Sep 02 2020 | BOA | 51,401 |
CHF | 31,240,979 | | USD | 34,564,799 | | Sep 03 2020 | BOA | (1,743) |
CHF | 11,145,000 | | USD | 11,888,787 | | Sep 18 2020 | BOA | 446,792 |
CHF | 12,377,347 | | EUR | 11,500,000 | | Sep 23 2020 | BOA | (28,826) |
CHF | 891,314 | | GBP | 750,000 | | Sep 23 2020 | BOA | (16,040) |
CHF | 4,500,000 | | JPY | 525,128,850 | | Sep 23 2020 | BOA | 21,942 |
CHF | 5,625,000 | | USD | 6,220,996 | | Sep 23 2020 | BOA | 5,876 |
CLP | 76,653,000 | | USD | 100,000 | | Sep 08 2020 | BOA | (1,415) |
CLP | 158,818,000 | | USD | 200,000 | | Sep 14 2020 | BOA | 4,258 |
CLP | 1,608,826,315 | | USD | 2,060,587 | | Sep 16 2020 | BOA | 8,547 |
CLP | 79,555,000 | | USD | 100,000 | | Sep 17 2020 | BOA | 2,317 |
CLP | 78,905,000 | | USD | 100,000 | | Sep 21 2020 | BOA | 1,480 |
CLP | 78,907,000 | | USD | 100,000 | | Sep 24 2020 | BOA | 1,483 |
CLP | 77,959,856 | | USD | 100,000 | | Sep 28 2020 | BOA | 264 |
CNH | 55,911,256 | | USD | 8,000,000 | | Sep 16 2020 | BOA | 151,486 |
CNH | 53,332,918 | | USD | 7,700,000 | | Sep 23 2020 | BOA | 70,668 |
COP | 1,645,602,350 | | USD | 450,000 | | Sep 16 2020 | BOA | (10,601) |
CZK | 40,688,920 | | EUR | 1,550,000 | | Sep 16 2020 | BOA | (1,643) |
EUR | 200,000 | | GBP | 179,095 | | Sep 01 2020 | BOA | (732) |
EUR | 47,352,226 | | USD | 55,977,197 | | Sep 01 2020 | BOA | 531,592 |
EUR | 400,000 | | GBP | 357,777 | | Sep 02 2020 | BOA | (905) |
EUR | 47,352,226 | | USD | 56,280,157 | | Sep 02 2020 | BOA | 229,837 |
EUR | 12,315,000 | | CHF | 13,258,551 | | Sep 03 2020 | BOA | 28,567 |
EUR | 53,594,044 | | USD | 63,894,819 | | Sep 03 2020 | BOA | 65,503 |
EUR | 2,750,000 | | CZK | 73,285,600 | | Sep 16 2020 | BOA | (46,863) |
EUR | 7,400,000 | | HUF | 2,611,547,218 | | Sep 16 2020 | BOA | 69,187 |
EUR | 4,550,000 | | NOK | 48,611,788 | | Sep 16 2020 | BOA | (133,786) |
EUR | 3,050,000 | | PLN | 13,606,653 | | Sep 16 2020 | BOA | (53,882) |
EUR | 1,300,000 | | SEK | 13,583,461 | | Sep 16 2020 | BOA | (18,770) |
EUR | 20,642,171 | | USD | 23,651,673 | | Sep 16 2020 | BOA | 990,316 |
EUR | 27,022,000 | | USD | 31,079,540 | | Sep 18 2020 | BOA | 1,179,967 |
EUR | 5,125,000 | | AUD | 8,437,856 | | Sep 23 2020 | BOA | (104,795) |
The accompanying notes are an integral part of the consolidated financial statements.
25
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Currency Purchased | | Currency Sold | | Expiration Date | Counterparty | Unrealized Appreciation/ (Depreciation) |
EUR | 5,750,000 | | CAD | 9,021,537 | | Sep 23 2020 | BOA | $ (51,676) |
EUR | 4,750,000 | | CHF | 5,116,035 | | Sep 23 2020 | BOA | 7,863 |
EUR | 4,800,000 | | GBP | 4,346,081 | | Sep 23 2020 | BOA | (79,551) |
EUR | 600,000 | | HUF | 209,884,620 | | Sep 23 2020 | BOA | 11,991 |
EUR | 4,100,000 | | JPY | 514,962,050 | | Sep 23 2020 | BOA | 31,701 |
EUR | 900,000 | | PLN | 3,961,284 | | Sep 23 2020 | BOA | (1,158) |
EUR | 5,000,000 | | USD | 5,951,690 | | Sep 23 2020 | BOA | 18,111 |
EUR | 659,000 | | USD | 783,500 | | Oct 16 2020 | BOA | 3,719 |
GBP | 179,146 | | EUR | 200,000 | | Sep 01 2020 | BOA | 801 |
GBP | 10,509,274 | | USD | 13,876,183 | | Sep 01 2020 | BOA | 172,200 |
GBP | 89,286 | | EUR | 100,000 | | Sep 02 2020 | BOA | 15 |
GBP | 125,000 | | JPY | 17,625,323 | | Sep 02 2020 | BOA | 682 |
GBP | 12,261,239 | | USD | 16,188,466 | | Sep 02 2020 | BOA | 201,937 |
GBP | 11,425,238 | | USD | 15,278,091 | | Sep 03 2020 | BOA | (5,167) |
GBP | 15,665,991 | | USD | 19,866,803 | | Sep 16 2020 | BOA | 1,076,889 |
GBP | 19,891,000 | | USD | 25,597,736 | | Sep 18 2020 | BOA | 994,757 |
GBP | 1,255,996 | | EUR | 1,400,000 | | Sep 23 2020 | BOA | 7,678 |
GBP | 250,000 | | JPY | 34,671,475 | | Sep 23 2020 | BOA | 6,788 |
GBP | 3,812,500 | | USD | 5,011,001 | | Sep 23 2020 | BOA | 86,179 |
HUF | 796,896,955 | | EUR | 2,300,000 | | Sep 16 2020 | BOA | (71,175) |
HUF | 2,128,569,231 | | USD | 6,986,310 | | Sep 16 2020 | BOA | 157,456 |
HUF | 411,328,260 | | USD | 1,400,000 | | Sep 23 2020 | BOA | (19,558) |
HUF | 1,864,500,000 | | USD | 6,361,790 | | Oct 16 2020 | BOA | (105,744) |
ILS | 6,485,270 | | USD | 1,900,000 | | Sep 16 2020 | BOA | 33,668 |
ILS | 15,649,752 | | USD | 4,600,000 | | Sep 23 2020 | BOA | 66,644 |
INR | 674,865,000 | | USD | 9,000,000 | | Sep 08 2020 | BOA | 161,757 |
INR | 674,899,200 | | USD | 9,000,000 | | Sep 14 2020 | BOA | 155,818 |
INR | 1,148,385,515 | | USD | 15,136,209 | | Sep 16 2020 | BOA | 439,390 |
INR | 662,242,500 | | USD | 9,000,000 | | Sep 21 2020 | BOA | (23,206) |
INR | 714,013,579 | | USD | 9,600,000 | | Sep 28 2020 | BOA | 70,679 |
JPY | 93,254,880 | | AUD | 1,200,000 | | Sep 01 2020 | BOA | (4,585) |
JPY | 341,248,800 | | NZD | 4,800,000 | | Sep 01 2020 | BOA | (11,335) |
JPY | 323,413,226 | | USD | 3,042,757 | | Sep 01 2020 | BOA | 10,790 |
JPY | 32,313,788 | | CAD | 400,000 | | Sep 02 2020 | BOA | (1,570) |
JPY | 35,795,090 | | EUR | 285,182 | | Sep 02 2020 | BOA | (2,368) |
JPY | 17,528,000 | | GBP | 125,000 | | Sep 02 2020 | BOA | (1,601) |
JPY | 170,549,590 | | NZD | 2,400,000 | | Sep 02 2020 | BOA | (6,356) |
JPY | 250,330,150 | | USD | 2,373,979 | | Sep 02 2020 | BOA | (10,432) |
JPY | 286,125,240 | | USD | 2,702,431 | | Sep 03 2020 | BOA | (890) |
JPY | 3,606,845,518 | | USD | 33,856,326 | | Sep 16 2020 | BOA | 204,780 |
JPY | 5,576,588,000 | | USD | 52,425,092 | | Sep 18 2020 | BOA | 238,783 |
JPY | 61,282,080 | | AUD | 800,000 | | Sep 23 2020 | BOA | (11,312) |
JPY | 272,214,320 | | CAD | 3,400,000 | | Sep 23 2020 | BOA | (35,915) |
JPY | 512,639,360 | | NZD | 7,400,000 | | Sep 23 2020 | BOA | (142,928) |
JPY | 450,000,000 | | USD | 4,264,796 | | Sep 23 2020 | BOA | (14,792) |
KRW | 5,797,337,000 | | USD | 4,900,000 | | Sep 08 2020 | BOA | (19,794) |
KRW | 3,076,268,000 | | USD | 2,600,000 | | Sep 14 2020 | BOA | (10,376) |
KRW | 6,345,416,121 | | USD | 5,309,742 | | Sep 16 2020 | BOA | 31,885 |
KRW | 8,911,650,000 | | USD | 7,500,000 | | Sep 21 2020 | BOA | 1,946 |
MXN | 173,818,777 | | USD | 7,795,752 | | Sep 17 2020 | BOA | 131,121 |
MXN | 152,188,000 | | USD | 6,833,590 | | Sep 18 2020 | BOA | 105,986 |
The accompanying notes are an integral part of the consolidated financial statements.
26
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Currency Purchased | | Currency Sold | | Expiration Date | Counterparty | Unrealized Appreciation/ (Depreciation) |
MXN | 13,500,000 | | USD | 605,929 | | Sep 23 2020 | BOA | $ 9,281 |
NOK | 13,754,162 | | EUR | 1,300,000 | | Sep 16 2020 | BOA | 22,778 |
NOK | 43,340,456 | | USD | 4,656,956 | | Sep 16 2020 | BOA | 304,979 |
NOK | 11,823,783 | | EUR | 1,125,000 | | Sep 23 2020 | BOA | 10,537 |
NOK | 11,478,171 | | USD | 1,300,000 | | Sep 23 2020 | BOA | 14,172 |
NZD | 4,800,000 | | JPY | 340,573,757 | | Sep 01 2020 | BOA | 17,708 |
NZD | 386,375 | | USD | 258,512 | | Sep 01 2020 | BOA | 1,750 |
NZD | 200,000 | | JPY | 14,268,200 | | Sep 02 2020 | BOA | 3 |
NZD | 9,975,151 | | USD | 6,514,923 | | Sep 16 2020 | BOA | 204,234 |
NZD | 14,956,000 | | USD | 9,874,722 | | Sep 18 2020 | BOA | 199,462 |
NZD | 9,200,000 | | JPY | 646,708,680 | | Sep 23 2020 | BOA | 89,168 |
NZD | 7,100,000 | | USD | 4,646,751 | | Sep 23 2020 | BOA | 135,700 |
NZD | 35,820,000 | | USD | 23,544,684 | | Oct 16 2020 | BOA | 582,166 |
PHP | 236,231,033 | | USD | 4,750,000 | | Sep 16 2020 | BOA | 117,928 |
PLN | 10,803,160 | | EUR | 2,450,000 | | Sep 16 2020 | BOA | 8,857 |
PLN | 22,101,655 | | USD | 5,692,337 | | Sep 16 2020 | BOA | 309,353 |
PLN | 18,121,670 | | USD | 4,900,000 | | Sep 23 2020 | BOA | 21,103 |
PLN | 53,900,000 | | USD | 14,454,943 | | Oct 16 2020 | BOA | 184,007 |
RUB | 37,125,900 | | USD | 503,067 | | Sep 01 2020 | BOA | (1,908) |
RUB | 3,465,409 | | USD | 50,000 | | Sep 16 2020 | BOA | (3,297) |
RUB | 37,207,050 | | USD | 500,000 | | Sep 23 2020 | BOA | 1,044 |
SEK | 121,919,001 | | EUR | 11,800,000 | | Sep 16 2020 | BOA | 11,149 |
SEK | 81,577,726 | | USD | 8,936,949 | | Sep 16 2020 | BOA | 495,973 |
SEK | 61,863,282 | | EUR | 6,000,000 | | Sep 23 2020 | BOA | (9,827) |
SEK | 48,560,391 | | NOK | 49,500,000 | | Sep 23 2020 | BOA | (51,837) |
SEK | 32,915,182 | | USD | 3,800,000 | | Sep 23 2020 | BOA | 6,346 |
SEK | 96,380,000 | | USD | 11,085,802 | | Oct 16 2020 | BOA | 62,490 |
SGD | 16,873,124 | | USD | 12,330,000 | | Sep 03 2020 | BOA | 71,635 |
SGD | 6,245,629 | | USD | 4,524,791 | | Sep 16 2020 | BOA | 65,722 |
SGD | 15,584,513 | | USD | 11,400,000 | | Sep 23 2020 | BOA | 54,647 |
THB | 116,649,362 | | USD | 3,750,000 | | Sep 16 2020 | BOA | (2,215) |
TWD | 73,001,500 | | USD | 2,500,000 | | Sep 08 2020 | BOA | (11,954) |
TWD | 137,801,355 | | USD | 4,708,425 | | Sep 16 2020 | BOA | (11,722) |
TWD | 38,147,499 | | USD | 1,300,000 | | Sep 18 2020 | BOA | 196 |
TWD | 111,400,900 | | USD | 3,800,000 | | Sep 21 2020 | BOA | (3,037) |
TWD | 111,336,200 | | USD | 3,800,000 | | Sep 28 2020 | BOA | (5,144) |
USD | 252,459 | | AUD | 343,323 | | Sep 01 2020 | BOA | (759) |
USD | 6,919,248 | | AUD | 9,945,758 | | Sep 16 2020 | BOA | (416,637) |
USD | 11,470,080 | | AUD | 16,161,000 | | Sep 18 2020 | BOA | (450,193) |
USD | 2,523,056 | | AUD | 3,524,000 | | Oct 16 2020 | BOA | (76,441) |
USD | 4,209,315 | | BRL | 22,680,686 | | Sep 16 2020 | BOA | 71,382 |
USD | 13,952,371 | | CAD | 18,939,884 | | Sep 16 2020 | BOA | (568,831) |
USD | 14,878,387 | | CAD | 20,053,000 | | Sep 18 2020 | BOA | (496,328) |
USD | 34,508,979 | | CHF | 31,240,979 | | Sep 01 2020 | BOA | (52,384) |
USD | 34,562,428 | | CHF | 31,240,979 | | Sep 02 2020 | BOA | 219 |
USD | 1,380,550 | | CHF | 1,267,000 | | Sep 18 2020 | BOA | (21,799) |
USD | 100,000 | | CLP | 79,418,000 | | Sep 08 2020 | BOA | (2,141) |
USD | 200,000 | | CLP | 158,233,288 | | Sep 14 2020 | BOA | (3,506) |
USD | 2,746,410 | | CLP | 2,202,718,540 | | Sep 16 2020 | BOA | (86,538) |
USD | 100,000 | | CLP | 79,425,000 | | Sep 17 2020 | BOA | (2,150) |
USD | 100,000 | | CLP | 79,563,000 | | Sep 21 2020 | BOA | (2,327) |
The accompanying notes are an integral part of the consolidated financial statements.
27
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Currency Purchased | | Currency Sold | | Expiration Date | Counterparty | Unrealized Appreciation/ (Depreciation) |
USD | 100,000 | | CLP | 78,876,144 | | Sep 24 2020 | BOA | $ (1,443) |
USD | 200,000 | | CLP | 157,833,000 | | Sep 28 2020 | BOA | (2,989) |
USD | 750,000 | | CNH | 5,319,446 | | Sep 16 2020 | BOA | (25,540) |
USD | 6,400,000 | | CNH | 44,433,491 | | Sep 23 2020 | BOA | (74,011) |
USD | 3,250,000 | | COP | 12,219,049,525 | | Sep 16 2020 | BOA | (12,660) |
USD | 56,278,121 | | EUR | 47,352,226 | | Sep 01 2020 | BOA | (230,668) |
USD | 56,169,810 | | EUR | 47,067,044 | | Sep 02 2020 | BOA | 152 |
USD | 25,886,742 | | EUR | 22,697,622 | | Sep 16 2020 | BOA | (1,208,982) |
USD | 15,440,886 | | EUR | 13,175,000 | | Sep 18 2020 | BOA | (287,742) |
USD | 53,259,218 | | EUR | 44,944,000 | | Oct 16 2020 | BOA | (429,342) |
USD | 13,875,463 | | GBP | 10,509,325 | | Sep 01 2020 | BOA | (172,988) |
USD | 16,394,042 | | GBP | 12,261,239 | | Sep 02 2020 | BOA | 3,639 |
USD | 15,062,555 | | GBP | 12,011,339 | | Sep 16 2020 | BOA | (995,273) |
USD | 14,703,185 | | GBP | 11,570,000 | | Sep 18 2020 | BOA | (764,873) |
USD | 17,264,287 | | GBP | 13,176,000 | | Oct 16 2020 | BOA | (353,764) |
USD | 1,900,000 | | HUF | 564,134,422 | | Sep 02 2020 | BOA | 6,625 |
USD | 3,855,395 | | HUF | 1,201,924,030 | | Sep 16 2020 | BOA | (178,424) |
USD | 197,566 | | HUF | 59,500,000 | | Oct 16 2020 | BOA | (2,077) |
USD | 1,600,000 | | ILS | 5,526,131 | | Sep 16 2020 | BOA | (47,688) |
USD | 9,000,000 | | INR | 678,184,626 | | Sep 08 2020 | BOA | (206,823) |
USD | 9,000,000 | | INR | 675,495,000 | | Sep 14 2020 | BOA | (163,900) |
USD | 8,039,735 | | INR | 609,055,164 | | Sep 16 2020 | BOA | (220,904) |
USD | 9,000,000 | | INR | 675,574,200 | | Sep 21 2020 | BOA | (157,507) |
USD | 9,600,000 | | INR | 715,217,658 | | Sep 28 2020 | BOA | (86,987) |
USD | 9,600,000 | | INR | 707,256,000 | | Oct 01 2020 | BOA | 24,003 |
USD | 3,070,073 | | JPY | 324,154,130 | | Sep 01 2020 | BOA | 9,531 |
USD | 2,702,354 | | JPY | 286,125,240 | | Sep 02 2020 | BOA | 840 |
USD | 32,966,469 | | JPY | 3,552,170,386 | | Sep 16 2020 | BOA | (578,314) |
USD | 46,813,666 | | JPY | 4,986,081,000 | | Sep 18 2020 | BOA | (273,611) |
USD | 40,422,076 | | JPY | 4,291,500,000 | | Oct 16 2020 | BOA | (120,785) |
USD | 4,900,000 | | KRW | 5,804,049,423 | | Sep 08 2020 | BOA | 14,143 |
USD | 2,600,000 | | KRW | 3,083,673,611 | | Sep 14 2020 | BOA | 4,142 |
USD | 5,388,285 | | KRW | 6,497,454,571 | | Sep 16 2020 | BOA | (81,330) |
USD | 7,500,000 | | KRW | 8,874,926,000 | | Sep 21 2020 | BOA | 28,969 |
USD | 7,500,000 | | KRW | 8,912,625,000 | | Sep 28 2020 | BOA | (2,825) |
USD | 3,066,956 | | MXN | 69,334,925 | | Sep 17 2020 | BOA | (95,011) |
USD | 3,399,502 | | MXN | 76,552,000 | | Sep 18 2020 | BOA | (91,170) |
USD | 270,258 | | MXN | 6,000,000 | | Sep 23 2020 | BOA | (3,168) |
USD | 2,046,612 | | NOK | 19,786,906 | | Sep 16 2020 | BOA | (218,739) |
USD | 1,199,950 | | NOK | 10,730,000 | | Oct 16 2020 | BOA | (28,691) |
USD | 260,324 | | NZD | 386,375 | | Sep 01 2020 | BOA | 62 |
USD | 4,978,026 | | NZD | 7,639,288 | | Sep 16 2020 | BOA | (167,719) |
USD | 8,572,893 | | NZD | 13,126,000 | | Sep 18 2020 | BOA | (268,625) |
USD | 150,000 | | PHP | 7,484,789 | | Sep 16 2020 | BOA | (4,236) |
USD | 2,260,998 | | PLN | 8,954,500 | | Sep 16 2020 | BOA | (170,591) |
USD | 500,000 | | RUB | 37,125,900 | | Sep 01 2020 | BOA | (1,159) |
USD | 3,900,000 | | RUB | 282,714,441 | | Sep 16 2020 | BOA | 89,877 |
USD | 1,300,000 | | RUB | 95,530,630 | | Sep 23 2020 | BOA | 13,550 |
USD | 3,713,142 | | SEK | 33,788,315 | | Sep 16 2020 | BOA | (193,838) |
USD | 3,540,330 | | SGD | 4,929,748 | | Sep 16 2020 | BOA | (83,016) |
USD | 4,700,000 | | THB | 148,132,595 | | Sep 16 2020 | BOA | (59,298) |
The accompanying notes are an integral part of the consolidated financial statements.
28
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Currency Purchased | | Currency Sold | | Expiration Date | Counterparty | Unrealized Appreciation/ (Depreciation) |
USD | 5,200,000 | | TRY | 37,694,899 | | Sep 23 2020 | BOA | $ 101,062 |
USD | 2,500,000 | | TWD | 73,417,500 | | Sep 08 2020 | BOA | (2,225) |
USD | 1,400,000 | | TWD | 41,044,299 | | Sep 16 2020 | BOA | 1,082 |
USD | 1,300,000 | | TWD | 38,135,500 | | Sep 18 2020 | BOA | 213 |
USD | 3,800,000 | | TWD | 111,454,000 | | Sep 21 2020 | BOA | 1,228 |
USD | 5,503,446 | | ZAR | 96,027,944 | | Sep 16 2020 | BOA | (150,551) |
USD | 1,200,000 | | ZAR | 21,011,958 | | Sep 23 2020 | BOA | (36,271) |
USD | 314,997 | | ZAR | 5,320,000 | | Oct 16 2020 | BOA | 2,726 |
ZAR | 125,724,698 | | USD | 7,345,739 | | Sep 16 2020 | BOA | 56,762 |
ZAR | 11,854,641 | | USD | 700,000 | | Sep 23 2020 | BOA | (2,514) |
ZAR | 121,940,000 | | USD | 6,961,017 | | Oct 16 2020 | BOA | 196,565 |
Total Forward Foreign Currency Contracts | $ 3,372,037 |
| | Put/Call | | | Counterparty | | | Number Of Contracts | | | Notional Amount | | | Value | |
PURCHASED OPTIONS — 0.0% | | | | | | | | | | | | | | | | | | | | |
IMM Eurodollar Futures, Expires 12/13/21, Strike Price $99.5 | | | Put | | | | N/A | | | | 1,876 | | | | EUR 74,874,912 | | | $ | 152,425 | |
IMM Eurodollar Futures, Expires 3/14/22, Strike Price $99.375 | | | Put | | | | N/A | | | | 1,626 | | | | EUR 64,909,920 | | | | 162,600 | |
10-Year U.S. Treasury Futures, Expires 9/25/20, Strike Price $138.5 | | | Put | | | | N/A | | | | 406 | | | | USD 56,535,500 | | | | 82,469 | |
TOTAL PURCHASED OPTIONS (COST $716,719) | | | | | | | | | | | | | | | | | | $ | 397,494 | |
| | | | | | | | | | | | | | | | | | | | |
WRITTEN OPTIONS — (0.0%) | | | | | | | | | | | | | | | | | | | | |
IMM Eurodollar Futures, Expires 12/13/21, Strike Price $99.25 | | | Put | | | | N/A | | | | (1,876 | ) | | | EUR 74,874,912 | | | $ | (93,800 | ) |
IMM Eurodollar Futures, Expires 3/14/2022, Strike Price $99 | | | Put | | | | N/A | | | | (1,626 | ) | | | EUR 64,909,920 | | | | (91,463 | ) |
10-Year U.S. Treasury Futures, Expires 9/25/20, Strike Price $137.5 | | | Put | | | | N/A | | | | (406 | ) | | | USD 56,535,500 | | | | (25,375 | ) |
TOTAL WRITTEN OPTIONS (PREMIUMS RECEIVED $382,456) | | | | | | | | | | | | | | | | | | $ | (210,638 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
29
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2020
AUD | Australian Dollar | | JSE | Johannesburg Stock Exchange |
BOA | Bank of America | | KRW | Korean Won |
BRL | Brazilian Real | | LME | London Mercantile Exchange |
BUXL | German Bond | | MIB | Milano Indice di Borsa |
CAD | Canadian Dollar | | MXN | Mexican Peso |
CHF | Swiss Franc | | NOK | Norwegian Krone |
CLP | Chilean Peso | | NZD | New Zealand Dollar |
CNH | Chinese Yuan Renminbi | | OMX | Stockholm Stock Exchange |
COP | Colombian Peso | | PHP | Philippine Peso |
CZK | Czech Koruna | | PLN | Polish Zloty |
DAX | German Stock Exchange | | RBOB | Reformulated Blendstock for Oxygenate Blending |
DJIA | Dow Jones Industrial Average | | RUB | Russian Ruble |
EUR | Euro | | SEK | Swedish Krona |
FTSE | Financial Times Stock Exchange | | SGD | Singapore Dollar |
GBP | British Pound | | THB | Thai Baht |
HUF | Hungarian Forint | | TRY | Turkish Lira |
IBEX | Index of the Bolsa de Madrid | | TSX | Toronto Stock Exchange |
ICE | Intercontinental Exchange | | TWD | Taiwan Dollar |
ILS | Israeli New Shekel | | USD | United States Dollar |
INR | Indian Rupee | | WTI | West Texas Intermediate |
JPY | Japanese Yen | | ZAR | South African Rand |
The accompanying notes are an integral part of the consolidated financial statements.
30
Abbey Capital Futures Strategy Fund
Consolidated Statement of Assets And Liabilities
August 31, 2020
ASSETS | | | | |
Investments, at value (cost $774,872,481) | | $ | 774,562,283 | |
Foreign currency deposits with broker for futures contracts (cost $1,900,521) | | | 1,931,882 | |
Deposits with broker for forward foreign currency contracts | | | 25,098,701 | |
Deposits with broker for futures contracts | | | 88,563,326 | |
Receivables for: | | | | |
Capital shares sold | | | 4,345,489 | |
Interest and dividends receivable | | | 1,326 | |
Unrealized appreciation on forward foreign currency contracts | | | 15,171,432 | |
Unrealized appreciation on futures contracts | | | 43,184,205 | |
Prepaid expenses and other assets | | | 64,793 | |
Total assets | | | 952,923,437 | |
| | | | |
LIABILITIES | | | | |
Options written, at value (premiums received $382,456) | | | 210,638 | |
Payables for: | | | | |
Advisory fees | | | 1,264,778 | |
Capital shares redeemed | | | 536,666 | |
Administration and accounting services fees | | | 80,841 | |
Unrealized depreciation on forward foreign currency contracts | | | 11,799,395 | |
Unrealized depreciation on futures contracts | | | 35,263,047 | |
Other accrued expenses and liabilities | | | 151,788 | |
Total liabilities | | | 49,307,153 | |
Net assets | | $ | 903,616,284 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 79,423 | |
Paid-in capital | | | 985,097,272 | |
Total distributable earnings/(losses) | | | (81,560,411 | ) |
Net assets | | $ | 903,616,284 | |
| | | | |
CLASS A SHARES: | | | | |
Net assets | | $ | 14,468,531 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,283,200 | |
Net asset value and redemption price per share | | $ | 11.28 | |
Maximum offering price per share (100/94.25 of $12.45) | | $ | 11.97 | |
| | | | |
CLASS I SHARES: | | | | |
Net assets | | $ | 883,996,514 | |
Shares outstanding ($0.001 par value, 300,000,000 shares authorized) | | | 77,671,119 | |
Net asset value, offering and redemption price per share | | $ | 11.38 | |
| | | | |
CLASS C SHARES: | | | | |
Net assets | | $ | 5,151,239 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 469,028 | |
Net asset value, offering and redemption price per share | | $ | 10.98 | |
The accompanying notes are an integral part of the consolidated financial statements.
31
Abbey Capital Futures Strategy Fund
Consolidated Statement of Operations
For the Year Ended August 31, 2020
INVESTMENT INCOME | | | | |
Interest | | $ | 8,327,113 | |
Total investment income | | | 8,327,113 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 14,135,769 | |
Administration and accounting services fees (Note 2) | | | 372,542 | |
Legal fees | | | 102,841 | |
Directors fees | | | 94,415 | |
Transfer agent fees (Note 2) | | | 84,743 | |
Registration and filing fees | | | 70,784 | |
Audit and tax service fees | | | 69,491 | |
Officers fees | | | 61,629 | |
Printing and shareholder reporting fees | | | 60,906 | |
Custodian fees (Note 2) | | | 38,629 | |
Distribution fees (Class A Shares) (Note 2) | | | 35,552 | |
Distribution fees (Class C Shares) (Note 2) | | | 32,654 | |
Other expenses | | | 58,262 | |
Total expenses before waivers and/or reimbursements | | | 15,218,217 | |
Less: waivers and/or reimbursements (Note 2) | | | (843,630 | ) |
Net expenses after waivers and/or reimbursements | | | 14,374,587 | |
Net investment income/(loss) | | | (6,047,474 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | (1,459,430 | ) |
Futures contracts | | | 27,018,417 | |
Foreign currency transactions | | | 186,131 | |
Forward foreign currency contracts | | | (5,651,757 | ) |
Written options | | | 256,073 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (105,913 | ) |
Futures contracts | | | (22,717,012 | ) |
Foreign currency translations | | | 51,214 | |
Forward foreign currency contracts | | | 1,594,903 | |
Written options | | | (61,692 | ) |
Net realized and unrealized gain/(loss) from investments | | | (889,066 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (6,936,540 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
32
Abbey Capital Futures Strategy Fund
Consolidated Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (6,047,474 | ) | | $ | 1,335,321 | |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions, forward foreign currency contracts and written options | | | 20,349,434 | | | | 48,779,073 | |
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, foreign currency translations, forward foreign currency contracts and written options | | | (21,238,500 | ) | | | 5,783,007 | |
Net increase/(decrease) in net assets resulting from operations | | | (6,936,540 | ) | | | 55,897,401 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (55,609,182 | ) | | | (1,067,180 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (55,609,182 | ) | | | (1,067,180 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 11,637,864 | | | | 3,556,791 | |
Proceeds from reinvestment of distributions | | | 842,070 | | | | — | |
Shares redeemed | | | (9,326,005 | ) | | | (7,628,192 | ) |
Total from Class A Shares | | | 3,153,929 | | | | (4,071,401 | ) |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 550,575,119 | | | | 313,688,622 | |
Proceeds from reinvestment of distributions | | | 27,643,486 | | | | 527,421 | |
Shares redeemed | | | (340,759,738 | ) | | | (573,740,986 | ) |
Total from Class I Shares | | | 237,458,867 | | | | (259,524,943 | ) |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 1,689,269 | | | | 255,081 | |
Proceeds from reinvestment of distributions | | | 272,687 | | | | — | |
Shares redeemed | | | (897,578 | ) | | | (4,461,451 | ) |
Total from Class C Shares | | | 1,064,378 | | | | (4,206,370 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 241,677,174 | | | | (267,802,714 | ) |
Total increase/(decrease) in net assets | | | 179,131,452 | | | | (212,972,493 | ) |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 724,484,832 | | | | 937,457,325 | |
End of period | | $ | 903,616,284 | | | $ | 724,484,832 | |
The accompanying notes are an integral part of the consolidated financial statements.
33
Abbey Capital Futures Strategy Fund
Consolidated Statements of Changes in Net Assets (Concluded)
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 1,030,370 | | | | 318,840 | |
Shares reinvested | | | 78,405 | | | | — | |
Shares redeemed | | | (824,612 | ) | | | (697,645 | ) |
Total Class A Shares | | | 284,163 | | | | (378,805 | ) |
Class I Shares | | | | | | | | |
Shares sold | | | 48,875,127 | | | | 28,320,027 | |
Shares reinvested | | | 2,554,851 | | | | 48,926 | |
Shares redeemed | | | (30,121,088 | ) | | | (52,397,812 | ) |
Total Class I Shares | | | 21,308,890 | | | | (24,028,859 | ) |
Class C Shares | | | | | | | | |
Shares sold | | | 154,982 | | | | 24,070 | |
Shares reinvested | | | 25,921 | | | | — | |
Shares redeemed | | | (82,318 | ) | | | (420,710 | ) |
Total Class C Shares | | | 98,585 | | | | (396,640 | ) |
Net increase/(decrease) in shares outstanding | | | 21,691,638 | | | | (24,804,304 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
34
Abbey Capital Futures Strategy Fund
Consolidated Financial Highlights
Contained below is per share operating performance data for Class A Shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | Class A Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Year Ended August 31, 2016 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 12.45 | | | $ | 11.28 | | | $ | 11.15 | | | $ | 11.77 | | | $ | 12.01 | |
Net investment income/(loss)(1) | | | (0.11 | ) | | | (0.01 | ) | | | (0.07 | ) | | | (0.18 | ) | | | (0.24 | ) |
Net realized and unrealized gain/(loss) from investments | | | (0.14 | ) | | | 1.18 | | | | 0.20 | | | | (0.44 | ) | | | 0.01 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.25 | ) | | | 1.17 | | | | 0.13 | | | | (0.62 | ) | | | (0.23 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.64 | ) | | | — | | | | — | | | | — | | | | (0.01 | ) |
Net realized capital gains | | | (0.28 | ) | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.92 | ) | | | — | | | | — | | | | — | | | | (0.01 | ) |
Net asset value, end of period | | $ | 11.28 | | | $ | 12.45 | | | $ | 11.28 | | | $ | 11.15 | | | $ | 11.77 | |
Total investment return/(loss)(2) | | | (1.64 | )% | | | 10.37 | % | | | 1.08 | % | | | (5.18 | )% | | | (1.94 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 14,469 | | | $ | 12,434 | | | $ | 15,539 | | | $ | 15,401 | | | $ | 17,125 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(3) | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.14 | % | | | 2.26 | % |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(3) | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.14 | % | | | 2.24 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(3) | | | 2.15 | % | | | 2.14 | % | | | 2.13 | % | | | 2.28 | % | | | 2.42 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.98 | )% | | | (0.05 | )% | | | (0.65 | )% | | | (1.60 | )% | | | (2.01 | )% |
Portfolio turnover rate(4) | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
(1) | Calculated based on average shares outstanding for the period. |
(2) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each year reported and includes reinvestments of dividends and distributions, if any. Total return does not reflect any applicable sales charge. |
(3) | Effective February 28, 2017, the Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired Fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.04% of the Fund’s average daily net assets attributable to Class A Shares. Prior to February 28, 2017, the contractual fee waiver limited total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.24% of the Fund’s average daily net assets attributable to Class A Shares. |
(4) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the consolidated financial statements.
35
Abbey Capital Futures Strategy Fund
Consolidated Financial Highlights (Continued)
Contained below is per share operating performance data for Class I Shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | Class I Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Year Ended August 31, 2016 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 12.55 | | | $ | 11.36 | | | $ | 11.20 | | | $ | 11.80 | | | $ | 12.03 | |
Net investment income/(loss)(1) | | | (0.09 | ) | | | 0.02 | | | | (0.05 | ) | | | (0.15 | ) | | | (0.21 | ) |
Net realized and unrealized gain/(loss) from investments | | | (0.14 | ) | | | 1.19 | | | | 0.21 | | | | (0.45 | ) | | | 0.01 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.23 | ) | | | 1.21 | | | | 0.16 | | | | (0.60 | ) | | | (0.20 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.66 | ) | | | (0.02 | ) | | | — | | | | — | | | | (0.03 | ) |
Net realized capital gains | | | (0.28 | ) | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.94 | ) | | | (0.02 | ) | | | — | | | | — | | | | (0.03 | ) |
Net asset value, end of period | | $ | 11.38 | | | $ | 12.55 | | | $ | 11.36 | | | $ | 11.20 | | | $ | 11.80 | |
Total investment return/(loss)(2) | | | (1.39 | )% | | | 10.63 | % | | | 1.34 | % | | | (5.00 | )% | | | (1.68 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 883,997 | | | $ | 707,564 | | | $ | 913,437 | | | $ | 772,413 | | | $ | 739,842 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(3) | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.89 | % | | | 2.01 | % |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(3) | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.89 | % | | | 1.99 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(3) | | | 1.90 | % | | | 1.89 | % | | | 1.88 | % | | | 2.03 | % | | | 2.17 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.73 | )% | | | 0.20 | % | | | (0.40 | )% | | | (1.35 | )% | | | (1.76 | )% |
Portfolio turnover rate(4) | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
(1) | Calculated based on average shares outstanding for the period. |
(2) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(3) | Effective February 28, 2017, the Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired Fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.79% of the Fund’s average daily net assets attributable to Class I Shares. Prior to February 28, 2017, the contractual fee waiver limited total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.99% of the Fund’s average daily net assets attributable to Class I Shares. |
(4) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the consolidated financial statements.
36
Abbey Capital Futures Strategy Fund
Consolidated Financial Highlights (Concluded)
Contained below is per share operating performance data for Class C Shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | Class C Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Period Ended August 31, 2016(1) | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 12.11 | | | $ | 11.06 | | | $ | 11.01 | | | $ | 11.71 | | | $ | 11.99 | |
Net investment income/(loss)(2) | | | (0.19 | ) | | | (0.08 | ) | | | (0.16 | ) | | | (0.26 | ) | | | (0.30 | ) |
Net realized and unrealized gain/(loss) from investments | | | (0.14 | ) | | | 1.13 | | | | 0.21 | | | | (0.44 | ) | | | 0.03 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.33 | ) | | | 1.05 | | | | 0.05 | | | | (0.70 | ) | | | (0.27 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.52 | ) | | | — | | | | — | | | | — | | | | (0.01 | ) |
Net realized capital gains | | | (0.28 | ) | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.80 | ) | | | — | | | | — | | | | — | | | | (0.01 | ) |
Net asset value, end of period | | $ | 10.98 | | | $ | 12.11 | | | $ | 11.06 | | | $ | 11.01 | | | $ | 11.71 | |
Total investment return/(loss)(3) | | | (2.40 | )% | | | 9.49 | % | | | 0.36 | % | | | (5.89 | )% | | | (2.22 | )%(4) |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 5,151 | | | $ | 4,487 | | | $ | 8,481 | | | $ | 9,462 | | | $ | 8,380 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(6) | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.89 | % | | | 3.01 | %(5) |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(6) | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.89 | % | | | 2.99 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(6) | | | 2.90 | % | | | 2.89 | % | | | 2.88 | % | | | 3.03 | % | | | 3.17 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (1.73 | )% | | | (0.80 | )% | | | (1.40 | )% | | | (2.35 | )% | | | (2.76 | )%(5) |
Portfolio turnover rate(7) | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | %(4) |
(1) | Inception date of Class C Shares of the Fund was October 6, 2015. |
(2) | Calculated based on average shares outstanding for the period. |
(3) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of the period reported and includes reinvestments of dividends and distributions, if any. |
(6) | Effective February 28, 2017, the Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired Fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.79% of the Fund’s average daily net assets attributable to Class C Shares. Prior to February 28, 2017, the contractual fee waiver limited total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.99% of the Fund’s average daily net assets attributable to Class C Shares. |
(7) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the consolidated financial statements.
37
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements
August 31, 2020
1. Organization and Significant Accounting Policies
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Abbey Capital Futures Strategy Fund (the “Fund”), which commenced investment operations on July 1, 2014. The Fund is authorized to offer four classes of shares, Class A Shares, Class I Shares, Class C Shares and Class T Shares. Class A Shares are sold subject to a front-end maximum sales charge of 5.75%. Front-end sales charges may be reduced or waived under certain circumstances. Class T Shares are not currently available for sale.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The Fund seeks to achieve its investment objective by allocating its assets between a “Managed Futures” strategy and a “Fixed Income” strategy.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services – Investment Companies.”
The end of the reporting period for the Fund is August 31, 2020, and the period covered by these Notes to Consolidated Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
CONSOLIDATION OF SUBSIDIARIES – The Managed Futures strategy is achieved by the Fund investing up to 25% of its total assets in Abbey Capital Master Offshore Fund Limited (the “Cayman Subsidiary”), a wholly-owned and controlled subsidiary of the Fund organized under the laws of the Cayman Islands. Effective on or about October 1, 2018, the Fund’s previous wholly-owned subsidiary, the Abbey Capital Offshore Fund Limited became a wholly-owned subsidiary of the Cayman Subsidiary through a share exchange between the Fund and the Cayman Subsidiary and registered as a segregated portfolio company under the laws of the Cayman Islands under the name Abbey Capital Offshore Fund SPC (the “SPC”). The Cayman Subsidiary serves solely as an intermediate entity through which the Fund invests in the SPC and makes no independent investment decisions and has no investment or other discretion over the Fund’s investable assets.
The Fund may also invest a portion of its assets in segregated series of another wholly-owned subsidiary of the Fund, the Abbey Capital Onshore Series LLC (the “Onshore Subsidiary”), which was formed on August 16, 2018.
The consolidated financial statements of the Fund include the financial statements of the Cayman Subsidiary, the Onshore Subsidiary and SPC. The Fund consolidates the results of subsidiaries in which the Fund holds a controlling financial interest. All inter-company accounts and transactions have been eliminated. As of the end of the reporting period, the net assets of the Cayman Subsidiary and SPC were $200,631,239, which represented 22.20% of the Fund’s net assets. As of the end of the reporting period, the net assets of the Onshore Subsidiary were $204,201,846, which represented 22.60% of the Fund’s net assets.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Forward exchange contracts are valued by interpolating between spot and forward currency rates as quoted by an independent pricing service. Futures contracts are generally valued using the settlement price determined by the relevant exchange. Options for which the primary market is a national securities exchange are valued at the last sale price on the
38
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
exchange on which they are traded, or, in the absence of any sale, will be valued at the mean of the last bid and ask prices prior to the market close. Options not traded on a national securities exchange are valued at the last quoted bid price for long option positions and the closing ask price for short option positions. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure the fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 – | Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 – | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| ● Level 3 – | Prices are determined using significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Fund’s investments carried at fair value:
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Short-Term Investments | | $ | 774,164,789 | | | $ | 774,164,789 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 28,147,657 | | | | 28,147,657 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 7,801,348 | | | | 7,801,348 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 15,171,432 | | | | — | | | | 15,171,432 | | | | — | |
Futures Contracts | | | 4,662,184 | | | | 4,662,184 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 2,573,016 | | | | 2,573,016 | | | | — | | | | — | |
Purchased Options | | | 397,494 | | | | 397,494 | | | | — | | | | — | |
Total Assets | | $ | 832,917,920 | | | $ | 817,746,488 | | | $ | 15,171,432 | | | $ | — | |
39
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (27,056,453 | ) | | $ | (27,056,453 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (1,987,289 | ) | | | (1,987,289 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (11,799,395 | ) | | | — | | | | (11,799,395 | ) | | | — | |
Futures Contracts | | | (3,770,709 | ) | | | (3,770,709 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (2,448,596 | ) | | | (2,448,596 | ) | | | — | | | | — | |
Written Options | | | (210,638 | ) | | | (210,638 | ) | | | — | | | | — | |
Total Liabilities | | $ | (47,273,080 | ) | | $ | (35,473,685 | ) | | $ | (11,799,395 | ) | | $ | — | |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if the Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Fund had no Level 3 transfers.
Disclosures about Derivative instruments and Hedging Activities — Derivative instruments are defined as financial instruments whose value and performance are based on the value and performance of another security or financial instrument. Derivative instruments that the Fund used during the period include options, forward foreign currency contracts and futures contracts.
During the current fiscal period, the Fund used long and short contracts on U.S. and foreign equity market indices, U.S. and foreign government bonds, foreign currencies, interest rates and commodities (through investment in the Abbey Capital Master Offshore Fund Limited and the SPC), to gain investment exposure in accordance with its investment objective.
The following tables provide quantitative disclosures about fair value amounts of, and gains and losses on, the Fund’s derivative instruments as of and for the current fiscal period.
40
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following tables list the fair values and location on the Consolidated Statement of Assets and Liabilities of the Fund’s derivative holdings as of the end of the reporting period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Assets and Liabilities Location | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Commodity Contracts | | | Total | |
Asset Derivatives |
Purchased Options | | | Investments, at value | | | $ | — | | | $ | 397,494 | | | $ | — | | | $ | — | | | $ | 397,494 | |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | | — | | | | — | | | | 15,171,432 | | | | — | | | | 15,171,432 | |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | | 7,801,348 | | | | 2,573,016 | | | | 4,662,184 | | | | 28,147,657 | | | | 43,184,205 | |
Total Value- Assets | | | | | | $ | 7,801,348 | | | $ | 2,970,510 | | | $ | 19,833,616 | | | $ | 28,147,657 | | | $ | 58,753,131 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives |
Written Options | | | Options written, at value | | | $ | — | | | $ | (210,638 | ) | | $ | — | | | $ | — | | | $ | (210,638 | ) |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | | — | | | | — | | | | (11,799,395 | ) | | | — | | | | (11,799,395 | ) |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | | (1,987,289 | ) | | | (2,448,596 | ) | | | (3,770,709 | ) | | | (27,056,453 | ) | | | (35,263,047 | ) |
Total Value- Liabilities | | | | | | $ | (1,987,289 | ) | | $ | (2,659,234 | ) | | $ | (15,570,104 | ) | | $ | (27,056,453 | ) | | $ | (47,273,080 | ) |
(a) | This amount represents the cumulative appreciation/(depreciation) of forwards and futures contracts as reported on the Consolidated Portfolio of Investments. |
The following table lists the amounts of realized gains/(losses) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Operations Location | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Commodity Contracts | | | Total | |
Realized Gain/(Loss) |
Purchased Options | | | Net realized gain/(loss) from investments | | | $ | (61,717 | ) | | $ | (1,308,129 | ) | | $ | (206,578 | ) | | $ | (301,676 | ) | | $ | (1,878,100 | ) |
Futures Contracts | | | Net realized gain/(loss) from futures contracts | | | | (22,954,800 | ) | | | 29,061,118 | | | | 817,268 | | | | 20,094,831 | | | | 27,018,417 | |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | (5,651,757 | ) | | | — | | | | (5,651,757 | ) |
Written Options | | | Net realized gain/(loss) from written options | | | | — | | | | 202,535 | | | | 20,964 | | | | 32,574 | | | | 256,073 | |
Total Realized Gain/(Loss) | | $ | (23,016,517 | ) | | $ | 27,955,524 | | | $ | (5,020,103 | ) | | $ | 19,825,729 | | | $ | 19,744,633 | |
41
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following table lists the amounts of change in unrealized appreciation/(depreciation) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Operations Location | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Commodity Contracts | | | Total | |
Change in Unrealized Appreciation/(Depreciation) |
Purchased Options | | | Net change in unrealized appreciation/(depreciation) on investments | | | $ | — | | | $ | 216,074 | | | $ | — | | | $ | — | | | $ | 216,074 | |
Futures Contracts | | | Net change in unrealized appreciation/(depreciation) on futures contracts | | | | 6,113,847 | | | | (11,592,547 | ) | | | (9,612,176 | ) | | | (7,626,136 | ) | | | (22,717,012 | ) |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | 1,594,903 | | | | — | | | | 1,594,903 | |
Written Options | | | Net change in unrealized appreciation/(depreciation) on written options | | | | — | | | | (61,692 | ) | | | — | | | | — | | | | (61,692 | ) |
Total Change in Unrealized Appreciation/(Depreciation) | | $ | 6,113,847 | | | $ | (11,438,165 | ) | | $ | (8,017,273 | ) | | $ | (7,626,136 | ) | | $ | (20,967,727 | ) |
During the current fiscal period, the Fund’s quarterly average volume of derivatives was as follows:
Purchased Options (Cost) | Written Options (Proceeds) | Long Futures Notional Amount | Short Futures Notional Amount | Forward Foreign Currency Contracts — Payable (Value at Trade Date) | Forward Foreign Currency Contracts — Receivable (Value at Trade Date) |
$584,132 | $(237,167) | $4,016,255,312 | $(890,165,339) | $(2,121,305,537) | $2,121,239,412 |
For financial reporting purposes, the Fund does not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral (receivables) or the obligation to return cash collateral (payables) arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement.
42
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following is a summary of financial and derivative instruments that are subject to enforceable master netting agreements (or similar arrangements) and collateral received and pledged in connection with the master netting agreements (or similar arrangements).
| | | | | | Gross Amount Not Offset in Consolidated Statement of Assets and Liabilities | | | | | | | | | | | | Gross Amount Not Offset in Consolidated Statement of Assets and Liabilities | | | | | |
Description | | Gross Amount Presented in the Consolidated Statement of Assets and Liabilities | | | Financial Instruments | | | Collateral Received | | | Net Amount(1) | | | | Gross Amount Presented in the Consolidated Statement of Assets and Liabilities | | | Financial Instruments | | | Collateral Pledged(2) | | | Net Amount(3) | |
| | Assets | | | | Liabilities | |
Forward Foreign Currency Contracts | | $ | 15,171,432 | | | $ | (11,799,395 | ) | | $ | — | | | $ | 3,372,037 | | | | $ | 11,799,395 | | | $ | (11,799,395 | ) | | $ | — | | | $ | — | |
| (1) | Net amount represents the net amount receivable from the counterparty in the event of default. |
| (2) | Actual collateral pledged may be more than the amount shown. |
| (3) | Net amount represents the net amount payable to the counterparty in the event of default. |
Use of Estimates — The preparation of consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
Investment Transactions, Investment Income and Expenses — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
43
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The Cayman Subsidiary is registered as an “exempted company” and the SPC as an “exempted segregated portfolio company” pursuant to the Companies Law (Revised) of the Cayman Islands (as amended). Each of the Cayman Subsidiary and the SPC has received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of twenty years from the date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income or on gains or appreciation, or any tax in the nature of estate duty or inheritance tax, will apply to any property comprised in or any income arising under the Cayman Subsidiary or the SPC, or to the shareholders thereof, in respect of any such property or income. For U.S. federal income tax purposes, the Cayman Subsidiary is treated as a “controlled foreign corporation.” The SPCs are treated as an entity disregarded from its owner, the Cayman Subsidiary, for U.S. income tax purposes. The Onshore Subsidiary is treated as an entity disregarded from its owner, the Fund, for U.S. income tax purposes.
Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investments in the Consolidated Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Consolidated Statement of Operations.
Currency Risk —Investment in foreign securities involves currency risk associated with securities that trade or are denominated in currencies other than the U.S. dollar and which may be affected by fluctuations in currency exchange rates. An increase in the strength of the U.S. dollar relative to a foreign currency may cause the U.S. dollar value of an investment in that country to decline. Foreign currencies also are subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government controls. Forward foreign currency exchange contracts may limit potential gains from a favorable change in value between the U.S. dollar and foreign currencies. Unanticipated changes in currency pricing may result in poorer overall performance for the Fund than if it had not engaged in these contracts.
Commodity Sector Risk — Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely due to factors such as changes in value, supply and demand and governmental regulatory policies. The commodity-linked securities in which the Fund invests may be issued by companies in the financial services sector, and events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Foreign Securities Market Risk — A substantial portion of the trades of the Fund are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of assets of the Fund that may be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
44
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
Counterparty Risk — The derivative contracts entered into by the Fund, the SPC or Onshore Subsidiary may be privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.
Credit Risk — Credit risk refers to the possibility that the issuer of the security or a counterparty in respect of a derivative instrument will not be able to satisfy its payment obligations to the Fund when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. Securities rated in the four highest categories by the rating agencies are considered investment grade but they may also have some speculative characteristics. Investment grade ratings do not guarantee that bonds will not lose value or default. In addition, the credit quality of securities may be lowered if an issuer’s financial condition changes.
Coronavirus (Covid-19) Pandemic — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual companies are not known. The operational and financial performance of individual companies and the market in general depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
Options — An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. The Fund may use futures contracts and related options for: bona fide hedging; attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure to a particular market, index or instrument; or other risk management purposes. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options are accounted for in the same manner as other securities owned. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.
Options Written — The Fund may enter into options written for: bona fide hedging; attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure to a particular market, index or instrument; or other risk management purposes. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on exchanges regulated by the Commodity Futures Trading Commission or on other non-U.S. exchanges. An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in the contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the option exercise period. The writer of the option is required upon exercise to assume a short futures position (if the option is a call) or a long futures position (if the option is a put). Upon exercise of the option, the accumulated cash balance in the writer’s futures margin account is delivered to the holder of the option. That balance represents the amount by which the market price of the futures contract at exercise exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes.
45
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. As of the end of the reporting period, all of the Fund’s written options are exchange-traded options.
Futures Contracts — The Fund uses futures contracts in the normal course of pursuing its investment objective. Upon entering into a futures contract, the Fund must deposit initial margin in addition to segregating cash or liquid assets sufficient to meet its obligation to purchase or provide securities, or to pay the amount owed at the expiration of an index-based futures contract. Such liquid assets may consist of cash, cash equivalents, liquid debt or equity securities or other acceptable assets. Pursuant to the futures contract, the Fund agrees to receive from, or pay to the broker, an amount of cash equal to the daily fluctuation in value of the contract. Such a receipt of payment is known as “variation margin” and is recorded by the Fund as an unrealized gain or loss. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contract. 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. Use of long futures contracts subjects the Fund to risk of loss in excess of the amount shown on the Consolidated Statement of Assets and Liabilities, up to the notional value of the futures contract. Use of short futures contracts subjects the Fund to unlimited risk of loss.
Forward Foreign Currency Contracts — In the normal course of pursuing its investment objectives, the Fund is subject to foreign investment and currency risk. The Fund uses forward foreign currency contracts (“forward contracts”) for purposes of hedging, duration management, as a substitute for securities, to increase returns, for currency hedging or risk management, or to otherwise help achieve the Fund’s investment objective. These contracts are marked-to-market daily at the applicable translation rates. The Fund records realized gains or losses at the time the forward contract is closed. A forward contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. Risks may arise upon entering these contracts from the potential inability of a counterparty to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar or other currencies. The Fund’s maximum risk of loss from counterparty credit risk related to forward foreign currency contracts is the fair value of the contract. The risk may be mitigated to some extent if a master netting arrangement between the Fund and the counterparty is in place and to the extent the Fund obtains collateral to cover the Fund’s exposure to the counterparty.
Cash and Cash Equivalents — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
2. Investment Adviser and Other Services
Abbey Capital Limited (“Abbey Capital” or the “Adviser”) serves as the investment adviser to the Fund and the Cayman Subsidiary, Onshore Subsidiary and SPC. The Adviser allocates the assets of the Onshore Subsidiary and SPC (via the Cayman Subsidiary) to one or more Trading Advisers unaffiliated with the Adviser to manage. The Adviser also has the ultimate responsibility to oversee the Trading Advisers, and to recommend their hiring, termination and replacement, subject to approval by the Board. The Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table. The Adviser compensates the Trading Advisers out of the Advisory Fee.
The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding certain items discussed below) to the rates (“Expense Caps”) shown in the following table of the Fund’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees
46
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed the Expense Caps as applicable: acquired fund fees and expenses, brokerage commissions, extraordinary expenses, interest and taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after February 28, 2021.
Advisory Fee | Expense Caps |
| Class A | Class I | Class C | Class T |
1.77% | 2.04% | 1.79% | 2.79% | 2.04% |
During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed were as follows:
Gross Advisory Fees | Waivers and/or Reimbursements | Net Advisory Fees |
$14,135,769 | $(843,630) | $13,292,139 |
If at any time the Fund’s total annual fund operating expenses (not including acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) for a year are less than the relevant share class’s Expense Cap, the Adviser may recoup any waived or reimbursed amounts from the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
As of the end of the reporting period, the Fund had amounts available for recoupment as follows:
Expiration |
August 31, 2021 | August 31, 2022 | August 31, 2023 | Total |
$815,529 | $770,182 | $843,630 | $2,429,341 |
Aspect Capital Limited, Crabel Capital Management, LLC, Eclipse Capital Management, Inc., Episteme Capital Partners LLP, GAM Systematic LLP, (formerly known as Cantab Capital Partners LLP), Graham Capital Management, LP, P/E Global, LLC, Revolution Capital Management, LLC, Trigon Investment Advisors, LLC, Tudor Investment Corporation and Welton Investment Partners, LLC each served as a Trading Adviser to the Fund during the current fiscal period.
Effective November 18, 2019, Crabel Capital Management, LLC serves as a Trading Adviser to the Fund.
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Fund. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Fund’s transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
47
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s distributor.
The Board has adopted a Plan of Distribution for the Class A Shares, Class C Shares and Class T Shares (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund’s distributor is entitled to receive from the Fund a distribution fee with respect to the Shares, which is accrued daily and paid monthly, of up to 0.25% on an annualized basis of the average daily net assets of the Class A Shares and Class T Shares and up to 1.00% of the Class C Shares. The actual amount of such compensation under the Plan is agreed upon by the Board and by the Distributor. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. Amounts paid to the Distributor under the Plan may be used by the Distributor to cover expenses that are related to (i) the sale of the Shares, (ii) ongoing servicing and/or maintenance of the accounts of shareholders, and (iii) sub-transfer agency services, subaccounting services or administrative services related to the sale of the Shares, all as set forth in the Fund’s 12b-1 Plan.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Consolidated Statement of Operations.
3. Director And Officer Compensation
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund or the Company. For Director and Officer compensation amounts, please refer to the Consolidated Statement of Operations.
4. Purchases and Sales of Investment Securities
During the current fiscal period, there were no purchases or sales of investment securities or long-term U.S. Government securities (excluding short-term investments and derivative transactions) by the Fund.
5. Federal Income Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the consolidated financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
48
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the Fund were as follows(a):
Federal Tax Cost | Unrealized Appreciation | Unrealized (Depreciation) | Net Unrealized Appreciation/ (Depreciation) |
$897,094,482 | $33,240,239 | $(78,885,792) | $(45,645,553) |
(a) | The difference between the book basis and tax basis cost and aggregate gross unrealized appreciation and depreciation of investments is attributable primarily to timing differences related to taxable income from a wholly-owned controlled foreign corporation. |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying consolidated financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Permanent differences as of August 31, 2020, primarily attributable to disallowed book income from the Cayman Subsidiary, were reclassified to the following accounts:
Distributable Earnings/(Loss) | Paid-In Capital |
$(36,660,580) | $36,660,580 |
As of August 31, 2020, the components of distributable earnings/(deficits) on a tax basis were as follows:
Undistributed Ordinary Income | Undistributed Long-Term Capital Gains | Net Unrealized Appreciation/ (Depreciation) | Capital Loss Carryforwards | Qualified Late-Year Losses | Other Temporary Differences |
$13,983,998 | $— | $(74,889,584) | $(20,654,825) | $— | $— |
The differences between the book and tax basis components of distributable earnings/(deficits) relate principally to the timing of recognition of income and gains of the Cayman Subsidiary for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:
| Ordinary Income | Long-Term Gains | Total |
2020 | $46,899,626 | $8,709,556 | $55,609,182 |
2019 | $1,067,180 | $— | $1,067,180 |
Accumulated capital losses represent net capital loss carry forwards as of August 31, 2020 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2020, the Fund had short-term capital losses of $(18,473,632) and long-term capital losses of $(2,181,193) to offset future capital gains of $20,654,825.
49
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2020
6. New Accounting Pronouncements and Regulatory Updates
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Fund’s financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
7. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:
Expense Limitation Agreement
Subsequent to the end of the reporting period, the Fund’s contractual limitation agreement was extended through December 31, 2021 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after December 31, 2021.
50
Abbey Capital Futures Strategy Fund
Report of Independent Registered Public Accounting Firm
To the Board of Directors of The RBB Fund, Inc. and
Shareholders of Abbey Capital Futures Strategy Fund
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities of Abbey Capital Futures Strategy Fund (the “Fund”) (one of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the consolidated portfolio of investments, as of August 31, 2020, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for each of the five years in the 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 consolidated financial position of the Fund (one of the portfolios constituting The RBB Fund, Inc.) at August 31, 2020, the consolidated results of its operations for the year then ended, the consolidated changes in its net assets for each of the two years in the period then ended and its consolidated financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’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 Company in accordance with the U.S. federal securities laws 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks 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 August 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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.
We have served as the auditor of one or more Abbey Capital investment companies since 2014.
Philadelphia, Pennsylvania
October 30, 2020
51
Abbey Capital Futures Strategy Fund
Shareholder Tax Information
(Unaudited)
Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable year ended August 31, 2020. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2020. During the fiscal year ended August 31, 2020, the Fund paid no ordinary income dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(c) for the Fund is 16.86%.
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.
In general, dividends received by tax exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.
52
Abbey Capital Futures Strategy Fund
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling (844) 261-6484 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Approval of Advisory Agreements and Trading Advisory Agreements
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of (1) the investment advisory agreement between Abbey Capital and the Company on behalf of the Fund (the “Investment Advisory Agreement”), (2) each of the separate Advisory Agreements between Abbey Capital Onshore Series LLC, Abbey Capital Master Offshore Fund Limited, and Abbey Capital Offshore Fund SPC (the “Subsidiaries”) and Abbey Capital (collectively, the “Subsidiary Investment Advisory Agreements”), and (3) the trading advisory agreements among Abbey Capital, and Aspect Capital Limited, Crabel Capital Management, LLP, Eclipse Capital Management, Inc., Episteme Capital Partners (UK), LLP, GAM Systematic LLP, Graham Capital Management, LP, P/E Global, LLC, Revolution Capital Management, LLC, Trigon Investment Advisors LLC, Tudor Investment Corporation and Welton Investment Partners LLC (each, a “Trading Adviser”)(the “Trading Advisory Agreements”), at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Advisory Agreement, the Subsidiary Investment Advisory Agreements, and the Trading Advisory Agreements for an additional one-year term ending August 16, 2021. The Board’s decision to approve the Advisory Agreement, the Subsidiary Investment Advisory Agreements, and the Trading Advisory Agreements reflects the exercise of its business judgment to continue the existing arrangement. In approving the Advisory Agreement, Subsidiary Investment Advisory Agreements, and the Trading Advisory Agreements, the Board considered information provided by Abbey Capital and each of the Trading Advisers with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal of the Investment Advisory Agreement between the Company and Abbey Capital with respect to the Fund, the Subsidiary Investment Advisory Agreements, and the Trading Advisory Agreements between Abbey Capital and each Trading Adviser with respect to the Fund, the Directors took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of services provided to the Fund by Abbey Capital and each Trading Adviser; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) Abbey Capital’s and the Trading Advisers’ investment philosophies and processes; (iv) Abbey Capital’s and the Trading Advisers’ assets under management and client descriptions; (v) Abbey Capital’s and the Trading Advisers’ soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Abbey Capital’s and the Trading Advisers’ advisory fee arrangements with the Company and other similarly managed clients, as applicable; (vii) Abbey Capital’s and the Trading Advisers’ compliance procedures; (viii) Abbey Capital’s and the Trading Advisers’ financial information and insurance coverage, as applicable, and Abbey Capital’s profitability analysis; (ix) the extent to which economies of scale are relevant to the Fund; (x) a report prepared by Broadridge/Lipper comparing the Fund’s management fees and total expense ratio to those of its Lipper Group and comparing the performance of the Fund to the performance of its Lipper Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
53
Abbey Capital Futures Strategy Fund
Other Information (Concluded)
(Unaudited)
As part of their review, the Directors considered the nature, extent and quality of the services provided by Abbey Capital and each Trading Adviser. The Directors concluded that Abbey Capital and each Trading Adviser had substantial resources to provide services to the Fund and the Subsidiaries, as applicable.
The Directors also considered the investment performance of the Fund, noting that the Fund had outperformed its benchmark for the year-to-date and one-year periods ended March 31, 2020, but had underperformed its benchmark for the three-year, five-year, and since-inception periods ended March 31, 2020. The Directors considered the Fund’s investment performance in light of its investment objective and investment strategies. The Directors noted that the Fund ranked in the 1st quintile within its Lipper Performance Group for the one-year and two-year periods ended December 31, 2019.
The Board also considered the advisory fee rate payable by the Fund under the Investment Advisory Agreement. In this regard, information on the fees paid by the Fund and the Fund’s total operating expense ratio (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that the Fund’s actual advisor fees ranked in the 5th quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 4th quintile of its Lipper Expense Group. The Directors also considered the fees payable to each Trading Adviser under the Trading Advisory Agreements and the information provided by Abbey Capital on the services provided by the different Trading Advisers. In this regard, the Directors noted that the fees for each Trading Adviser were paid directly by Abbey Capital and not by the Fund. The Directors noted that Abbey Capital had contractually agreed to waive management fees and reimburse expenses through at least February 28, 2021 to limit total annual operating expenses to agreed upon levels for the Fund.
After reviewing the information regarding Abbey Capital’s and the Trading Advisers’ costs, profitability and economies of scale, and after considering the services to be provided by Abbey Capital and each Trading Adviser, the Directors concluded that the investment advisory fees to be paid by the Fund to Abbey Capital and the trading advisory fees to be paid by Abbey Capital to each Trading Adviser were fair and reasonable and that the Investment Advisory Agreement, the Subsidiary Investment Advisory Agreements, and the Trading Advisory Agreements should be approved and continued for an additional one-year period ending August 16, 2021.
54
Abbey Capital Futures Strategy Fund
Company Management
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (844) 261-6484.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Independent Directors |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
55
Abbey Capital Futures Strategy Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present 1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
Officers |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
56
Abbey Capital Futures Strategy Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
57
Abbey Capital Futures Strategy Fund
Company Management (Concluded)
(Unaudited)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
58
Abbey Capital Futures Strategy Fund
Privacy Notice
(Unaudited)
Abbey Capital Futures Strategy Fund
FACTS | WHAT DOES THE ABBEY CAPITAL FUTURES STRATEGY FUND DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Abbey Capital Futures Strategy Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your information | Does the Abbey Capital Futures Strategy Fund share? | Can you limit this sharing? |
For our everyday business purpose — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | We don’t share. |
For affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call 1-844-261-6484 or go to www.abbeycapital.com |
59
Abbey Capital Futures Strategy Fund
Privacy Notice (Continued)
(Unaudited)
What we do | |
How does the Abbey Capital Futures Strategy Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Abbey Capital Futures Strategy Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes — information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
European Union’s General Data Protection Regulation | In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to ● Check whether we hold personal information about you and to access such data (in accordance with our policy) ● Request the correction of personal information about you that is inaccurate ● Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible ● Request the erasure of your personal information ● Request the restriction of processing concerning you The legal grounds for processing of your personal information is for contractual necessity and compliance with law. If you wish to exercise any of your rights above, please call: 1-844-261-6484. You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us. |
60
Abbey Capital Futures Strategy Fund
Privacy Notice (Concluded)
(Unaudited)
| The Abbey Capital Futures Strategy Fund shall retain your personal data for as long as you are an investor in the Fund and thereafter as long as necessary to comply with applicable laws that require the Fund to retain your personal data, such as the Securities and Exchange Commission’s data retention rules. Your personal data will be transferred to the United States so that the Fund may provide the agreed upon services for you. No adequacy decision has been rendered by the European Commission as to the data protection of your personal data when transferring it to the United States. However, the Fund does take the security of your personal data seriously. You also have the right to lodge a complaint with the appropriate regulatory authority with respect to issues you may have. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Abbey Capital Futures Strategy Fund’s investment adviser, Abbey Capital Limited, and each sub-adviser. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Abbey Capital Futures Strategy Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Abbey Capital Futures Strategy Fund does not jointly market. |
Controller | “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law. |
61
Investment Adviser
Abbey Capital Limited
1-2 Cavendish Row
Dublin 1, Ireland
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
AFS-AR20
Abbey Capital Multi Asset Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-844-261-6484.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-844-261-6484 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund.
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report
August 31, 2020 (Unaudited)
Dear Shareholder,
The Abbey Capital Multi Asset Fund (the “Fund”) Class I Shares returned +12.20% net of fees for the 12-month fiscal period ended August 31, 2020.
Positive performance was driven by the Fund’s long equity allocation. The Fund’s managed futures allocation was also positive, with trading in energy the primary source of gains. The Fund allocates assets to its underlying trading advisers through its investment in Abbey Capital Multi Asset Offshore Fund Limited (the “ACMAOF”), a wholly-owned subsidiary of the Fund. The Fund invests up to 25% of its assets into the ACMAOF and invests its remaining assets in a long-only US equity strategy consisting of S&P 500 futures only and a fixed income strategy consisting primarily of U.S. Treasury obligations.
Abbey Global, LP (the “Predecessor Fund”), transferred all of its assets to the Fund on April 11, 2018. The Fund targets approximately 50% exposure of its net assets to S&P 500 futures and 100% exposure of its net assets to a managed futures strategy.
Average Total Returns for the Periods Ended August 31, 2020 (unless otherwise noted)
| 2020 YTD | 1 Year | SEP. 1, 2018 TO AUG. 31, 2019 | 5 Year Annualized | 10 Year Annualized | ANNUALIZED SINCE INCEPTION ON MAY 14, 2002 |
Class I Shares | 17.02% | 13.97% | 12.20% | 10.21% | 12.14% | 10.68% |
BofA Merrill Lynch 3-Month T-Bill Index * | 0.62% | 1.26% | 2.36% | 1.20% | 0.64% | 1.37% |
S&P 500® Total Return Index * | 9.74% | 21.94% | 2.92% | 14.46% | 15.16% | 8.85% |
Barclay CTA Index * | 2.86% | 0.45% | 5.71% | 0.79% | 0.99% | 3.48% |
Barclay CTA numbers are based on the estimates available on the BarclayHedge website as of September 5, 2020
Source: Abbey Capital and Bloomberg
Performance quoted is past performance and does not guarantee future results. Additionally, the Predecessor Fund was not registered under the Investment Company Act of 1940 (“1940 Act”), and thus was not subject to certain investment and operational restrictions that are imposed by the 1940 Act. If the Predecessor Fund had been registered under the 1940 Act, its performance may have been adversely affected. Accordingly, Fund performance may be different than the Predecessor Fund’s restated past performance, which is included in the table above for the period between inception of the Fund on May 14, 2002 and April 11, 2018. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. Visit www.abbeycapital.com for returns updated daily. Call (US Toll Free) 1-844-261-6484 or (international callers) + 1-508-871-3276 for returns current to the most recent month-end.
Please note the above is shown for illustrative purposes only.
Performance from May 14, 2002 to April 11, 2018 is performance of the Predecessor Fund. The Fund commenced operations as a series of The RBB Fund, Inc. on April 11, 2018, when all of the assets of the Predecessor Fund transferred to Class I Shares of the Fund. The Fund’s objectives, policies, guidelines and restrictions are in all material respects equivalent to the Predecessor Fund. Performance of the Predecessor Fund is not an indicator of future Fund results. Performance from April 2014 to April 2018 represents proprietary performance as the only investors for that period were Abbey Capital Limited and its officers.
* | The Barclay CTA Index is derived from data that is self-reported by investment managers based on the performance of privately managed funds. In contrast, the S&P 500® Total Return Index and the Bank of America Merrill Lynch 3-Month T-Bill Index are comprised of publicly traded securities. As a result of these differences, these indices may not be directly comparable and the table above is shown for illustrative purposes only. |
1
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
Abbey Capital Limited (the “Adviser”) has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.79% of the Fund’s average daily net assets attributable to Class I Shares. This represents the net expense ratio and is applicable to investors. This contractual limitation is in effect until February 28, 2021, and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. In addition, the Adviser may recoup any waived or reimbursed amounts from the Fund within three years from the date on which such waiver or reimbursement was made by the Adviser, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Without the expense limitation agreement, the expense ratio is 2.27% of the Fund’s average daily net assets attributable to Class I Shares, as stated in the Fund’s current prospectus dated February 28, 2020, as supplemented (and which may differ from the actual expense ratios for the period covered by this report). The quoted performance would have been lower without the expense limitation.
Please refer to the prospectus for further information on expenses and fees.
Market Commentary
Performance Analysis
The fiscal year ended August 31, 2020 saw a number of shifts in risk sentiment. In the last four months of 2019, risk sentiment was mostly positive, with global stocks rallying and bond yields generally rising as the US and China made progress towards a ‘phase one’ trade deal. This rally in global equities continued in early 2020, despite the emergence of the COVID-19 virus in China, although we also saw a rally in fixed income products. A significant rise in new cases of the COVID-19 virus outside of Asia in mid-February, most notably in Italy, led to a rise in risk aversion and sharp price declines in many risk assets, most notably equities, and a notable jump in market volatility. In late March, approximately 5 weeks after the sell-off in equities began, global stocks and other risk assets began to recover and volatility in many markets began to return to more normal levels. The prospect of the global economy re-opening, a slowdown in new virus cases in many regions, optimism about a potential COVID-19 vaccine and significant policy support from both central banks and governments were important factors driving the rebound in risk sentiment during this period.
From September to December 2019, Fund performance was negative as a result of losses from the managed futures strategy, which saw negative performance as previous trends in fixed income and currencies reversed, while the long equity component performed positively. Fund performance in Q1 2020 was slightly negative, this time due to the long equity component, which saw losses as the S&P 500 Index fell sharply amid the COVID-19 outbreak. However, losses from the long equity component were almost entirely offset by strong returns from the managed futures component, which profited from notable trends in fixed income and energy markets. From Q2 2020 onwards, Fund performance was positive, largely on account of the long equity component benefiting from the strong rebound in the S&P 500 Index, which rallied to new record highs in August 2020. The managed futures component was also positive over this period.
For the twelve-month period overall, the long equity component was the largest contributor to positive Fund performance, while the managed futures component was also positive.
The Fund’s long equity component saw strong gains over the twelve-month period due to its long only exposure to S&P 500 Index futures, as the S&P 500 Index rose +21.9% during the twelve-month period. The long equity component saw losses in equities in Q1 2020, as global stocks fell sharply amid uncertainty about the COVID-19 outbreak and the associated impact on the global economy, with the S&P 500 Index experiencing its fastest bear market in history, and US equity market volatility increasing to its highest level since the global financial crisis in 2008-2009. However, these losses were more than outweighed by the strong gains recorded in the latter part of 2019 and from April 2020 onwards, as global stocks rebounded sharply from the losses in Q1 2020.
For the managed futures component, positive performance was primarily driven by gains in energy and fixed income, with losses realised in agricultural commodities and currencies.
2
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
Energy was the top-performing sector for the managed futures component. Losses were seen from September to December 2019 as crude oil and distillates traded in a relatively narrow range. The Diversified Trendfollowing sub-advisers within the managed futures component began to build short positions in the sector in early 2020. Thus, these sub-advisers were well positioned to profit from the sharp fall in energy prices that accompanied the COVID-19 related slowdown in global economic activity, which included front-month crude oil futures briefly trading at a negative price in April 2020. Shorts in crude oil and heating oil were the largest positive contributors in energy.
Performance in fixed income was initially negative as global yields reversed and trended higher in the second half of 2019 on improving US-China trade sentiment and higher equity prices. However, performance turned positive from early 2020 onwards as strong uptrends in global fixed income prices emerged as global monetary policy turned more dovish, with numerous central banks cutting rates and enacting new bond buying programs to counteract the slowdown in economic growth and deflationary pressures that arose following the COVID-19 outbreak. Longs in US Treasury and interest rate contracts saw the largest gains within the sector.
Performance in precious metals was positive on account of long silver positions, while modest losses were recorded in base metals.
Meanwhile, the performance of equities in the managed futures component was close to flat. Performance was initially positive, with gains seen from long positions held between September 2019 and January 2020. However, notable losses were recorded in February and March 2020. The sudden drawdown experienced by global stocks proved problematic, as long equity positions were held prior to the sell-off given the strong uptrend in many global indices in 2019 and early 2020, and thus notable losses occurred. Long positions were then cut significantly, with short positions held in equities for much of Q2 2020. Performance in the sector picked up again from late Q2 2020 onwards, as long positions were re-instated and global stocks continued to recover from their March 2020 lows as the global economy re-opened and amid optimism about a potential COVID-19 vaccine.
On the downside, the largest losses for the managed futures component were recorded in agricultural commodities, with performance in currencies also negative.
In agricultural commodities, soft commodities and grains were the main source of losses. In soft commodities, soybeans, coffee and sugar were the largest negative contributors as choppy price moves created a difficult trading environment for trend-based trading strategies in these contracts. A similarly difficult trading environment also occurred in grains, with losses from trading in wheat. Meanwhile, partially-offsetting gains were recorded in meats, as the managed futures component profited from a notable downtrend in pig prices by holding short positions.
In currencies, losses occurred in major currencies and emerging market currencies. In the early part of the 12-month period, the USD trended lower as the US cut rates and as US-China trade sentiment improved. This changed in Q1 2020, as demand for haven assets increased amid the COVID-19 outbreak and fears of a USD shortage saw the greenback rally before downtrends in the USD resumed from Q2 2020 onwards as risk sentiment improved. Losses in major currencies largely came from long USD exposures during the period of USD weakness from September to December 2019, with trading in USD/JPY, GBP/USD, the US Dollar Index the most notable detractors. Losses in emerging market currencies were mostly due to a positioning in the USD/MXN currency pair.
Key to Currency Abbreviations |
GBP | British Pound Sterling |
JPY | Japanese Yen |
USD | US Dollar |
MXN | Mexican Peso |
An investment in the Fund is speculative and involves substantial risk. It is possible that an investor may lose some or all of their investment. The Fund may invest up to 25% of its total assets in Abbey Capital Multi Asset Offshore Fund Limited, which is a wholly-owned subsidiary of the Fund that invests in managed futures and foreign
3
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Concluded)
August 31, 2020 (Unaudited)
exchange. All investments in securities involve risk of the loss of capital. An investment in the Fund includes the risks inherent in an investment in securities, as well as specific risks associated with this open-ended investment product. Among the risks associated with investing in this Fund are Commodity Sector Risk, Counter-Party Risk, Credit Risk, Currency Risk, Manager and Management Risks, Subsidiary Risk, Tax Risk, Emerging Markets Risk, Leveraging Risk, Foreign Investment Risk, Fixed Income Securities Risks, Short Sale Risk and Portfolio Turnover Risks. The Fund may invest in or utilize derivative investments, futures contracts, and hedging strategies. One or more Trading Advisers, from time to time, may invest a substantial portion of the assets managed in a specific industry sector. As a result, the Fund’s investment portfolio may be subject to greater risk and volatility than if investments had been made in the securities of a broader range of issuers. There can be no assurance that the Fund’s strategy (hedging or otherwise) will be successful or that it will employ such strategies with respect to all or any portion of its portfolio. The value of the Fund’s portfolio investments should be expected to fluctuate. Investing in managed futures is not suitable for all investors given its speculative nature and the high level of risk involved. The Fund is appropriate only for investors who can bear the risks associated with the product. This brief statement cannot disclose all of the risks and other factors necessary to evaluate an investment in the Fund. Investors are urged to take appropriate investment advice and to carefully consider their investment objectives, personal situation, and factors such as net worth, income, age, risk tolerance and liquidity needs before investing in the Fund. Before investing, investors should carefully consider the Fund’s investment objectives, risks, tax considerations, sales charges and expenses.
Fund holdings and sector allocations are subject to change and should not be considered recommendations to buy or sell any security. Please refer to the Consolidated Portfolio of Investments in this report for a complete list of Fund holdings.
The Abbey Capital Multi Asset Fund is distributed by Quasar Distributions, LLC.
4
Abbey Capital Multi Asset Fund
Performance Data
August 31, 2020 (Unaudited)
Comparison of Change in Value of $1,000,000 Investment in Abbey Capital Multi Asset Fund - Class I Shares
vs. BoFA Merrill Lynch 3-Month U.S. Treasury Bill Index,
S&P 500® Total Return Index and Barclay CTA Index
Average Annual Total Returns for the Periods Ended August 31, 2020 | |
| One Year | Five Years | Ten Years | Since Inception | |
Class I Shares* | 13.97% | 10.21% | 12.14% | 10.68% | |
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index | 1.26% | 1.20% | 0.64% | 1.37%** | |
S&P 500® Total Return Index | 21.94% | 14.46% | 15.16% | 8.85%** | |
Barclay CTA Index | 0.45% | 0.79% | 0.99% | 3.48%** | |
* | Performance from May 14, 2002 to April 10, 2018 is performance of Abbey Global LP (the “Predecessor Fund”). The Fund commenced operations as a series of The RBB Fund, Inc. on April 11, 2018, when all the assets of the Predecessor Fund transferred to Class I Shares of the Fund. |
** | Performance is from the inception date of the Predecessor Fund only and is not the inception date of the benchmark itself. |
The performance quoted reflects fee waivers in effect and would have been less in their absence. The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.79% of the Fund’s average daily net assets attributable to Class I Shares. Without the limitation arrangement, the gross expense ratio is 2.27% for Class I Shares, as stated in the current prospectus (and which may differ from the actual expense ratio for the period covered by this report). This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. Please see the Consolidated Financial Highlights for current figures.
Performance quoted is past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. Visit www.abbeycapital.com for returns updated daily. Call (US Toll Free) 1-844-261-6484 or (international callers) + 1-508-871-3276 for returns current to the most recent month-end.
5
Abbey Capital Multi Asset Fund
Performance Data (Concluded)
August 31, 2020 (Unaudited)
Barclay CTA Index
The Barclay CTA Index is a leading industry benchmark of representative performance of commodity trading advisors. There are currently 510 programs included in the calculation of the Barclay CTA Index for 2020. The Barclay CTA Index is equally weighted and rebalanced at the beginning of each year.
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index
The BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income.
S&P 500® Index
The S&P 500® Index is a market-capitalization-weighted index of 500 U.S. stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500® Index is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. The S&P 500® Index was first introduced on January 1, 1923, though expanded to 500 stocks on March 4, 1957.
The S&P 500® Total Return Index
The S&P 500® Total Return Index is the total return version of the S&P 500® Index. Dividends are reinvested on a daily basis and all regular cash dividends are assumed reinvested in the index on the ex-dividend date.
A basis point is one hundredth of one percent.
Portfolio composition is subject to change. It is not possible to invest directly in an index.
6
Abbey Capital Multi Asset Fund
Fund Expense Example
August 31, 2020 (Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, (if any) and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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.
This example is based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020, and held for the entire period.
ACTUAL EXPENSES
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, 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 first line 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 second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any). Therefore, the second line of the accompanying 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.
| Class I Shares |
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | $ 1,000.00 | $ 1,194.20 | $ 9.87 | 1.79% | 19.42% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,016.14 | 9.07 | 1.79 | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio for the period March 1, 2020 to August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. The Fund’s ending account value on the first line in the table is based on the actual six-month total investment return for the Fund. |
7
Abbey Capital Multi Asset Fund
Consolidated Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a consolidated summary of the portfolio holdings of the Fund at August 31, 2020.
| | % of Net Assets | | | Value | |
SHORT-TERM INVESTMENTS: | | | | | | | | |
U.S. Treasury Obligations | | | 81.2 | % | | $ | 30,503,323 | |
Money Market Deposit Account | | | 2.3 | | | | 855,623 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | | | | | | |
(including futures and forward foreign currency contracts) | | | 16.5 | | | | 6,212,644 | |
NET ASSETS | | | 100.0 | % | | $ | 37,571,590 | |
The Fund seeks to achieve its investment objective by allocating its assets between a “Managed Futures” strategy, a “Long U.S. Equity” strategy and a “Fixed Income” strategy.
As a result of the Fund’s use of derivatives, the Fund may hold significant amounts of U.S. Treasuries or short-term investments.
Portfolio holdings are subject to change at any time.
Refer to the Consolidated Portfolio of Investments for a detailed listing of the Fund’s holdings.
The accompanying notes are an integral part of the consolidated financial statements.
8
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments
August 31, 2020
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 83.5% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 81.2% | | | | | | | | | | | | | | | | |
U.S. Treasury Bills | | | 0.429% | | | | 09/03/20 | | | $ | 1,015 | | | $ | 1,014,997 | |
U.S. Treasury Bills | | | 0.240% | | | | 09/10/20 | | | | 1,632 | | | | 1,631,968 | |
U.S. Treasury Bills | | | -0.038% | | | | 09/17/20 | | | | 1,638 | | | | 1,637,940 | |
U.S. Treasury Bills | | | -0.018% | | | | 09/24/20 | | | | 2,422 | | | | 2,421,876 | |
U.S. Treasury Bills | | | 0.119% | | | | 10/01/20 | | | | 1,100 | | | | 1,099,915 | |
U.S. Treasury Bills | | | 0.200% | | | | 10/08/20 | | | | 1,241 | | | | 1,240,890 | |
U.S. Treasury Bills | | | 0.132% | | | | 10/15/20 | | | | 499 | | | | 498,945 | |
U.S. Treasury Bills | | | 0.112% | | | | 10/22/20 | | | | 800 | | | | 799,892 | |
U.S. Treasury Bills | | | 0.086% | | | | 10/29/20 | | | | 700 | | | | 699,895 | |
U.S. Treasury Bills | | | 0.112% | | | | 11/12/20 | | | | 590 | | | | 589,888 | |
U.S. Treasury Bills | | | 0.132% | | | | 11/19/20 | | | | 299 | | | | 298,936 | |
U.S. Treasury Bills | | | 0.145% | | | | 11/27/20 | | | | 1,116 | | | | 1,115,727 | |
U.S. Treasury Bills | | | 0.203% | | | | 12/03/20 | | | | 400 | | | | 399,886 | |
U.S. Treasury Bills | | | 0.157% | | | | 12/10/20 | | | | 600 | | | | 599,830 | |
U.S. Treasury Bills | | | 0.142% | | | | 12/17/20 | | | | 2,878 | | | | 2,877,123 | |
U.S. Treasury Bills | | | 0.122% | | | | 12/24/20 | | | | 502 | | | | 501,825 | |
U.S. Treasury Bills | | | 0.138% | | | | 12/31/20 | | | | 582 | | | | 581,785 | |
U.S. Treasury Bills | | | 0.132% | | | | 01/07/21 | | | | 969 | | | | 968,604 | |
U.S. Treasury Bills | | | 0.112% | | | | 01/14/21 | | | | 508 | | | | 507,781 | |
U.S. Treasury Bills | | | 0.087% | | | | 01/28/21 | | | | 1,005 | | | | 1,004,584 | |
U.S. Treasury Bills | | | 0.100% | | | | 02/04/21 | | | | 4,509 | | | | 4,506,899 | |
U.S. Treasury Bills | | | 0.096% | | | | 02/11/21 | | | | 2,232 | | | | 2,230,939 | |
U.S. Treasury Bills | | | 0.098% | | | | 02/18/21 | | | | 1,068 | | | | 1,067,446 | |
U.S. Treasury Bills | | | 0.091% | | | | 02/25/21 | | | | 2,207 | | | | 2,205,752 | |
TOTAL U.S. TREASURY OBLIGATIONS ($30,503,193) | | | | | | | | | | | | | | | 30,503,323 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 2.3% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05% (United States)(a) | | | | | | | | | | | 856 | | | | 855,623 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT ($855,623) | | | | | | | | | | | | | | | 855,623 | |
| | | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | | |
(Cost $31,358,816) | | | | | | | | | | | | | | | 31,358,946 | |
TOTAL INVESTMENTS — 83.5% | | | | | | | | | | | | | | | | |
(Cost $31,358,816) | | | | | | | | | | | | | | | 31,358,946 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 16.5% | | | | | | | | | | | | | | | 6,212,644 | |
NET ASSETS — 100.0% | | | | | | | | | | | | | | $ | 37,571,590 | |
* | Short-term investments’ coupon reflect the annualized effective yield on the date of purchase for discounted investments. |
(a) | The rate shown is as of August, 31, 2020. |
The accompanying notes are an integral part of the consolidated financial statements.
9
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Futures contracts outstanding as of August 31, 2020 were as follows:
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | | | Jun-21 | | | | 13 | | | $ | 3,897,184 | | | $ | 1,379 | |
3-Month Euro Euribor | | | Dec-21 | | | | 7 | | | | 2,098,379 | | | | (313 | ) |
3-Month Euro Euribor | | | Dec-22 | | | | 1 | | | | 299,694 | | | | 15 | |
3-Month Euro Euribor | | | Mar-23 | | | | 2 | | | | 599,298 | | | | — | |
3-Month Euro Euribor | | | Jun-23 | | | | 2 | | | | 599,239 | | | | 119 | |
3-Month Euro Euribor | | | Dec-23 | | | | 1 | | | | 299,500 | | | | — | |
90-DAY Bank Bill | | | Dec-20 | | | | 8 | | | | 5,898,801 | | | | 145 | |
90-DAY Bank Bill | | | Mar-21 | | | | 25 | | | | 18,432,845 | | | | 1,653 | |
90-DAY Bank Bill | | | Jun-21 | | | | 10 | | | | 7,372,956 | | | | 400 | |
90-DAY Bank Bill | | | Sep-21 | | | | 8 | | | | 5,898,220 | | | | 1,271 | |
90-DAY Bank Bill | | | Dec-21 | | | | 5 | | | | 3,686,115 | | | | 200 | |
90-DAY Bank Bill | | | Mar-22 | | | | 4 | | | | 2,948,819 | | | | 91 | |
90-DAY Bank Bill | | | Jun-22 | | | | 1 | | | | 591,661 | | | �� | (18 | ) |
90-DAY Eurodollar Futures | | | Dec-20 | | | | 31 | | | | 7,727,913 | | | | 900 | |
90-DAY Eurodollar Futures | | | Mar-21 | | | | 8 | | | | 1,996,000 | | | | 413 | |
90-DAY Eurodollar Futures | | | Jun-21 | | | | 20 | | | | 4,990,500 | | | | 2,788 | |
90-DAY Eurodollar Futures | | | Sep-21 | | | | 7 | | | | 1,746,588 | | | | 200 | |
90-DAY Eurodollar Futures | | | Dec-21 | | | | 6 | | | | 1,496,700 | | | | 350 | |
90-DAY Eurodollar Futures | | | Mar-22 | | | | 5 | | | | 1,247,500 | | | | 125 | |
90-DAY Eurodollar Futures | | | Jun-22 | | | | 20 | | | | 4,989,500 | | | | (225 | ) |
90-DAY Eurodollar Futures | | | Sep-22 | | | | 7 | | | | 1,746,063 | | | | (100 | ) |
90-DAY Eurodollar Futures | | | Dec-22 | | | | 5 | | | | 1,246,750 | | | | 425 | |
90-DAY Eurodollar Futures | | | Mar-23 | | | | 5 | | | | 1,246,625 | | | | 300 | |
90-DAY Eurodollar Futures | | | Jun-23 | | | | 11 | | | | 2,741,750 | | | | 450 | |
90-DAY Eurodollar Futures | | | Sep-23 | | | | 1 | | | | 249,163 | | | | 38 | |
90-DAY Sterling Futures | | | Dec-20 | | | | 32 | | | | 5,341,407 | | | | 1,596 | |
90-DAY Sterling Futures | | | Mar-21 | | | | 9 | | | | 1,502,797 | | | | (309 | ) |
90-DAY Sterling Futures | | | Jun-21 | | | | 73 | | | | 12,191,794 | | | | 4,374 | |
90-DAY Sterling Futures | | | Sep-21 | | | | 19 | | | | 3,174,000 | | | | 343 | |
90-DAY Sterling Futures | | | Dec-21 | | | | 39 | | | | 6,515,379 | | | | 4,720 | |
90-DAY Sterling Futures | | | Mar-22 | | | | 19 | | | | 3,174,159 | | | | 1,186 | |
90-DAY Sterling Futures | | | Jun-22 | | | | 44 | | | | 7,349,949 | | | | 2,682 | |
90-DAY Sterling Futures | | | Sep-22 | | | | 18 | | | | 3,006,497 | | | | 1,780 | |
90-DAY Sterling Futures | | | Dec-22 | | | | 13 | | | | 2,170,924 | | | | 334 | |
90-DAY Sterling Futures | | | Mar-23 | | | | 11 | | | | 1,836,476 | | | | 184 | |
90-DAY Sterling Futures | | | Jun-23 | | | | 22 | | | | 3,672,034 | | | | (1,303 | ) |
Amsterdam Index Futures | | | Sep-20 | | | | 2 | | | | 261,987 | | | | (3,986 | ) |
AUD/USD Currency Futures | | | Sep-20 | | | | 27 | | | | 1,995,030 | | | | 55,100 | |
Australian 10-Year Bond Futures | | | Sep-20 | | | | 17 | | | | 1,014,458 | | | | (7,117 | ) |
Australian 3-Year Bond Futures | | | Sep-20 | | | | 86 | | | | 7,417,740 | | | | (7,201 | ) |
Bank Acceptance Futures | | | Mar-21 | | | | 8 | | | | 1,525,511 | | | | 220 | |
Bank Acceptance Futures | | | Jun-21 | | | | 11 | | | | 2,097,472 | | | | 517 | |
Bank Acceptance Futures | | | Sep-21 | | | | 9 | | | | 1,715,768 | | | | 441 | |
Bank Acceptance Futures | | | Dec-21 | | | | 6 | | | | 1,143,558 | | | | 230 | |
Bank Acceptance Futures | | | Mar-22 | | | | 4 | | | | 762,142 | | | | 38 | |
Bank Acceptance Futures | | | Jun-22 | | | | 3 | | | | 571,463 | | | | 67 | |
Brent Crude Futures | | | Nov-20 | | | | 2 | | | | 90,560 | | | | (990 | ) |
CAD Currency Futures | | | Sep-20 | | | | 8 | | | | 460,620 | | | | 10,915 | |
The accompanying notes are an integral part of the consolidated financial statements.
10
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Canadian 10-Year Bond Futures | | | Dec-20 | | | | 13 | | | $ | 1,504,366 | | | $ | (7,598 | ) |
Canola Futures (Winnipeg Commodity Exchange) | | | Nov-20 | | | | 1 | | | | 7,639 | | | | 51 | |
CHF Currency Futures | | | Sep-20 | | | | 14 | | | | 1,938,125 | | | | 27,338 | |
Cocoa Futures | | | Dec-20 | | | | 2 | | | | 53,080 | | | | 3,310 | |
Cocoa Futures | | | Mar-21 | | | | 1 | | | | 26,380 | | | | 430 | |
Coffee ‘C’ Futures | | | Mar-21 | | | | 1 | | | | 48,675 | | | | 4,050 | |
Copper Futures | | | Dec-20 | | | | 11 | | | | 841,913 | | | | 16,175 | |
Copper Futures | | | Mar-21 | | | | 2 | | | | 153,825 | | | | 3,550 | |
Corn Futures | | | Dec-20 | | | | 83 | | | | 1,484,663 | | | | 1,188 | |
Cotton No.2 Futures | | | Dec-20 | | | | 8 | | | | 260,640 | | | | 5,740 | |
DAX Index Futures | | | Sep-20 | | | | 3 | | | | 1,156,889 | | | | (10,233 | ) |
DJIA Mini E-CBOT | | | Sep-20 | | | | 4 | | | | 568,320 | | | | 15,165 | |
E-Mini Natural Gas Futures | | | Oct-20 | | | | 1 | | | | 6,575 | | | | 225 | |
Emissions ICE | | | Dec-20 | | | | 6 | | | | 205,208 | | | | 10,275 | |
EUR Foreign Exchange Currency Futures | | | Sep-20 | | | | 47 | | | | 7,014,456 | | | | 114,519 | |
Euro STOXX 50 | | | Sep-20 | | | | 2 | | | | 77,925 | | | | (1,718 | ) |
Euro/JPY Futures | | | Sep-20 | | | | 2 | | | | 298,305 | | | | 9,170 | |
Euro-Bobl Futures | | | Sep-20 | | | | 11 | | | | 1,767,262 | | | | (4,081 | ) |
Euro-BTP Futures | | | Sep-20 | | | | 10 | | | | 1,744,791 | | | | 33,664 | |
Euro-Bund Futures | | | Sep-20 | | | | 9 | | | | 1,885,534 | | | | (9,451 | ) |
Euro-Oat Futures | | | Sep-20 | | | | 9 | | | | 1,798,647 | | | | (835 | ) |
Euro-Schatz Futures | | | Sep-20 | | | | 10 | | | | 1,336,726 | | | | (531 | ) |
FTSE China A50 Index | | | Sep-20 | | | | 11 | | | | 171,298 | | | | 2,090 | |
Gasoline RBOB Futures | | | Oct-20 | | | | 2 | | | | 101,951 | | | | (1,201 | ) |
Gasoline RBOB Futures | | | Nov-20 | | | | 1 | | | | 49,896 | | | | (130 | ) |
GBP Currency Futures | | | Sep-20 | | | | 11 | | | | 919,806 | | | | 14,194 | |
Gold 100 Oz Futures | | | Dec-20 | | | | 4 | | | | 791,440 | | | | 14,180 | |
Hang Seng China Enterprises Index Futures | | | Sep-20 | | | | 2 | | | | 128,784 | | | | (3,632 | ) |
Hang Seng Index Futures | | | Sep-20 | | | | 3 | | | | 485,310 | | | | (6,187 | ) |
JPY Currency Futures | | | Sep-20 | | | | 23 | | | | 2,716,156 | | | | 2,681 | |
Live Cattle Futures | | | Oct-20 | | | | 1 | | | | 42,120 | | | | (160 | ) |
LME Aluminum Forward | | | Sep-20 | | | | 132 | | | | 5,845,950 | | | | 508,340 | |
LME Aluminum Forward | | | Dec-20 | | | | 40 | | | | 1,805,750 | | | | 29,663 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 44,694 | | | | 1,614 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 44,764 | | | | 334 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | 44,775 | | | | 1,625 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 44,856 | | | | 581 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 44,875 | | | | 173 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 44,944 | | | | 150 | |
LME Copper Forward | | | Sep-20 | | | | 53 | | | | 8,852,988 | | | | 949,422 | |
LME Copper Forward | | | Dec-20 | | | | 13 | | | | 2,166,531 | | | | 65,882 | |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 166,756 | | | | 6,794 | |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 166,761 | | | | 7,420 | |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | 166,669 | | | | 3,487 | |
LME Lead Forward | | | Sep-20 | | | | 1 | | | | 48,813 | | | | 2,317 | |
LME Nickel Forward | | | Sep-20 | | | | 6 | | | | 552,384 | | | | 76,460 | |
LME Nickel Forward | | | Dec-20 | | | | 4 | | | | 369,192 | | | | 8,904 | |
LME Zinc Forward | | | Sep-20 | | | | 4 | | | | 249,825 | | | | 34,906 | |
LME Zinc Forward | | | Dec-20 | | | | 4 | | | | 251,975 | | | | 665 | |
Long Gilt Futures | | | Dec-20 | | | | 30 | | | | 5,414,261 | | | | (22,725 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
11
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Low Sulphur Gasoil G Futures | | | Oct-20 | | | | 1 | | | $ | 36,825 | | | $ | (1,550 | ) |
Micro EUR/USD Futures | | | Sep-20 | | | | 1 | | | | 14,924 | | | | 610 | |
Mill Wheat Euro | | | Mar-21 | | | | 1 | | | | 11,143 | | | | 134 | |
Mini H-Shares Index Futures | | | Sep-20 | | | | 2 | | | | 25,757 | | | | (657 | ) |
Mini TOPIX Index Futures | | | Sep-20 | | | | 1 | | | | 15,258 | | | | 85 | |
MSCI EAFE Index Futures | | | Sep-20 | | | | 1 | | | | 95,005 | | | | 4,520 | |
MSCI Emerging Markets Index Futures | | | Sep-20 | | | | 2 | | | | 110,040 | | | | 1,360 | |
MSCI Taiwan Index | | | Sep-20 | | | | 8 | | | | 392,880 | | | | (7,843 | ) |
Nasdaq 100 E-Mini | | | Sep-20 | | | | 12 | | | | 2,907,360 | | | | 199,379 | |
Natural Gas Futures | | | Oct-20 | | | | 11 | | | | 289,300 | | | | 5,320 | |
Natural Gas Futures | | | Nov-20 | | | | 1 | | | | 29,200 | | | | 970 | |
Nikkei 225 (Singapore Exchange) | | | Sep-20 | | | | 8 | | | | 765,331 | | | | 6,231 | |
Nikkei 225 Mini | | | Sep-20 | | | | 3 | | | | 65,600 | | | | (472 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-20 | | | | 1 | | | | 51,127 | | | | (2,491 | ) |
NZD Currency Futures | | | Sep-20 | | | | 10 | | | | 674,600 | | | | 19,680 | |
OMX Stockholm 30 Index Futures | | | Sep-20 | | | | 19 | | | | 387,697 | | | | (1,148 | ) |
Palm Oil Futures | | | Nov-20 | | | | 2 | | | | 32,865 | | | | 1,014 | |
Russell 2000 E-Mini | | | Sep-20 | | | | 3 | | | | 234,195 | | | | 1,670 | |
S&P 500 E-Mini Futures | | | Sep-20 | | | | 133 | | | | 23,267,685 | | | | 2,186,123 | |
S&P/TSX 60 IX Futures | | | Sep-20 | | | | 3 | | | | 454,939 | | | | 13,539 | |
SGX Iron Ore 62% Futures | | | Oct-20 | | | | 1 | | | | 11,834 | | | | 374 | |
SGX Nifty 50 | | | Sep-20 | | | | 2 | | | | 45,462 | | | | (600 | ) |
Short BTP Future | | | Sep-20 | | | | 3 | | | | 402,217 | | | | 1,074 | |
Silver Futures | | | Dec-20 | | | | 2 | | | | 142,970 | | | | 8,865 | |
Soybean Futures | | | Nov-20 | | | | 14 | | | | 667,450 | | | | 4,650 | |
Soybean Futures | | | Mar-21 | | | | 7 | | | | 335,913 | | | | 4,975 | |
Soybean Meal Futures | | | Dec-20 | | | | 1 | | | | 31,250 | | | | 1,020 | |
Soybean Oil Futures | | | Dec-20 | | | | 4 | | | | 78,864 | | | | 3,306 | |
SPI 200 Futures | | | Sep-20 | | | | 1 | | | | 111,186 | | | | 774 | |
STOXX Europe 600 Index | | | Sep-20 | | | | 2 | | | | 43,593 | | | | (209 | ) |
Sugar No. 11 (World) | | | Oct-20 | | | | 10 | | | | 141,792 | | | | 90 | |
Sugar No. 11 (World) | | | Mar-21 | | | | 9 | | | | 133,862 | | | | (3,394 | ) |
Sugar No. 11 (World) | | | May-21 | | | | 1 | | | | 14,627 | | | | 134 | |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 32 | | | | 4,456,000 | | | | 3,234 | |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 23 | | | | 5,081,742 | | | | 2,172 | |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 43 | | | | 5,419,344 | | | | 6,945 | |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-20 | | | | 8 | | | | 1,230,031 | | | | (1,805 | ) |
U.S. Treasury Ultra 10-Year Notes | | | Dec-20 | | | | 4 | | | | 637,750 | | | | 984 | |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-20 | | | | 2 | | | | 441,813 | | | | (3,508 | ) |
Wheat (Chicago Board of Trade) | | | Dec-20 | | | | 7 | | | | 193,288 | | | | 3,400 | |
White Maize Futures | | | Dec-20 | | | | 1 | | | | 18,553 | | | | 973 | |
WTI Crude Futures | | | Oct-20 | | | | 4 | | | | 170,440 | | | | (110 | ) |
WTI Crude Futures | | | Dec-20 | | | | 2 | | | | 86,420 | | | | 820 | |
Yellow Maize Futures | | | Dec-20 | | | | 1 | | | | 18,541 | | | | 1,144 | |
| | | | | | | | | | | | | | $ | 4,444,459 | |
The accompanying notes are an integral part of the consolidated financial statements.
12
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
10-Year Mini Japanese Government Bond Futures | | | Sep-20 | | | | 13 | | | $ | (1,859,755 | ) | | $ | 2,814 | |
90-DAY Eurodollar Futures | | | Jun-21 | | | | 7 | | | | (1,746,675 | ) | | | (350 | ) |
Amsterdam Index Futures | | | Sep-20 | | | | 1 | | | | (130,994 | ) | | | 990 | |
AUD/USD Currency Futures | | | Sep-20 | | | | 11 | | | | (812,790 | ) | | | (12,050 | ) |
Australian 10-Year Bond Futures | | | Sep-20 | | | | 1 | | | | (4,446 | ) | | | (88 | ) |
Brent Crude Futures | | | Nov-20 | | | | 1 | | | | (45,280 | ) | | | (1,270 | ) |
Brent Crude Futures | | | Dec-20 | | | | 2 | | | | (91,320 | ) | | | (1,580 | ) |
CAC40 10 Euro Futures | | | Sep-20 | | | | 1 | | | | (58,981 | ) | | | (185 | ) |
CAD Currency Futures | | | Sep-20 | | | | 14 | | | | (1,074,780 | ) | | | (6,755 | ) |
Cocoa Futures | | | Mar-21 | | | | 1 | | | | (26,380 | ) | | | (1,490 | ) |
Corn Futures | | | Dec-20 | | | | 3 | | | | (53,663 | ) | | | (2,838 | ) |
Corn Futures | | | Mar-21 | | | | 18 | | | | (330,750 | ) | | | (23,425 | ) |
Dollar Index | | | Sep-20 | | | | 1 | | | | (92,131 | ) | | | 3,754 | |
EUR Foreign Exchange Currency Futures | | | Sep-20 | | | | 1 | | | | (149,244 | ) | | | (6,263 | ) |
Euro STOXX 50 | | | Sep-20 | | | | 1 | | | | (38,963 | ) | | | (877 | ) |
Euro-Bobl Futures | | | Sep-20 | | | | 17 | | | | (2,731,223 | ) | | | 9,296 | |
Euro-Bund Futures | | | Sep-20 | | | | 7 | | | | (1,466,527 | ) | | | 2,339 | |
Euro-Schatz Futures | | | Sep-20 | | | | 21 | | | | (2,807,125 | ) | | | 722 | |
FTSE 100 Index Futures | | | Sep-20 | | | | 3 | | | | (239,072 | ) | | | 7,319 | |
Gasoline RBOB Futures | | | Nov-20 | | | | 2 | | | | (99,792 | ) | | | 1,059 | |
Gasoline RBOB Futures | | | Dec-20 | | | | 1 | | | | (49,413 | ) | | | 155 | |
GBP Currency Futures | | | Sep-20 | | | | 1 | | | | (83,619 | ) | | | (325 | ) |
IBEX 35 Index Futures | | | Sep-20 | | | | 1 | | | | (83,002 | ) | | | 413 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-20 | | | | 1 | | | | (1,431,242 | ) | | | (94 | ) |
JPY Currency Futures | | | Sep-20 | | | | 1 | | | | (118,094 | ) | | | (406 | ) |
Kansas City Hard Red Winter Wheat Futures | | | Dec-20 | | | | 3 | | | | (71,288 | ) | | | (6,413 | ) |
Lean Hogs Futures | | | Oct-20 | | | | 6 | | | | (128,640 | ) | | | (7,050 | ) |
Lean Hogs Futures | | | Dec-20 | | | | 2 | | | | (44,100 | ) | | | (2,730 | ) |
Live Cattle Futures | | | Dec-20 | | | | 1 | | | | (43,590 | ) | | | 480 | |
Live Cattle Futures | | | Feb-21 | | | | 1 | | | | (44,930 | ) | | | 1,260 | |
Live Cattle Futures | | | Apr-21 | | | | 1 | | | | (45,820 | ) | | | 110 | |
LME Aluminum Forward | | | Sep-20 | | | | 132 | | | | (5,845,950 | ) | | | (568,434 | ) |
LME Aluminum Forward | | | Dec-20 | | | | 31 | | | | (1,399,456 | ) | | | (16,799 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (44,694 | ) | | | (2,344 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (44,764 | ) | | | (1,662 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-20 | | | | 1 | | | | (44,775 | ) | | | (349 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (44,856 | ) | | | (271 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (44,875 | ) | | | (236 | ) |
LME Copper Forward | | | Sep-20 | | | | 53 | | | | (8,852,988 | ) | | | (931,248 | ) |
LME Copper Forward | | | Dec-20 | | | | 6 | | | | (999,938 | ) | | | (15,719 | ) |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (166,756 | ) | | | (7,431 | ) |
LME Copper Forward — 90 Day Settlement | | | Nov-20 | | | | 1 | | | | (166,761 | ) | | | (3,511 | ) |
LME Lead Forward | | | Sep-20 | | | | 1 | | | | (48,813 | ) | | | (3,018 | ) |
LME Lead Forward | | | Dec-20 | | | | 1 | | | | (49,413 | ) | | | (450 | ) |
LME Nickel Forward | | | Sep-20 | | | | 6 | | | | (552,384 | ) | | | (106,650 | ) |
LME Nickel Forward | | | Dec-20 | | | | 1 | | | | (92,298 | ) | | | (6,028 | ) |
LME Zinc Forward | | | Sep-20 | | | | 4 | | | | (249,825 | ) | | | (30,746 | ) |
Long Gilt Futures | | | Dec-20 | | | | 2 | | | | (360,951 | ) | | | 722 | |
Low Sulphur Gasoil G Futures | | | Oct-20 | | | | 3 | | | | (110,475 | ) | | | 2,800 | |
Low Sulphur Gasoil G Futures | | | Nov-20 | | | | 2 | | | | (74,800 | ) | | | 1,900 | |
The accompanying notes are an integral part of the consolidated financial statements.
13
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Milk Futures | | | Sep-20 | | | | 1 | | | $ | (31,360 | ) | | $ | 1,660 | |
Mini FTSE/MIB Pound Futures | | | Sep-20 | | | | 1 | | | | (23,418 | ) | | | 861 | |
Mini HSI Index Futures | | | Sep-20 | | | | 1 | | | | (32,354 | ) | | | 410 | |
MXN Currency Futures | | | Sep-20 | | | | 6 | | | | (136,860 | ) | | | (3,840 | ) |
Natural Gas Futures | | | Oct-20 | | | | 6 | | | | (157,800 | ) | | | (6,580 | ) |
Natural Gas Futures | | | Nov-20 | | | | 4 | | | | (116,800 | ) | | | (8,600 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-20 | | | | 3 | | | | (102,253 | ) | | | 1,701 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Nov-20 | | | | 3 | | | | (156,278 | ) | | | 7,144 | |
SGX Nifty 50 | | | Sep-20 | | | | 1 | | | | (22,731 | ) | | | 188 | |
Soybean Meal Futures | | | Dec-20 | | | | 2 | | | | (62,500 | ) | | | (4,480 | ) |
Soybean Meal Futures | | | Jan-21 | | | | 1 | | | | (31,440 | ) | | | (1,400 | ) |
SPI 200 Futures | | | Sep-20 | | | | 2 | | | | (222,371 | ) | | | 92 | |
STOXX Dividend Futures | | | Dec-21 | | | | 1 | | | | (9,702 | ) | | | (94 | ) |
Sugar No. 11 (World) | | | Oct-20 | | | | 6 | | | | (85,075 | ) | | | (3,147 | ) |
Sugar No. 11 (World) | | | May-21 | | | | 1 | | | | (14,627 | ) | | | 123 | |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 1 | | | | (139,250 | ) | | | (203 | ) |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 5 | | | | (1,104,727 | ) | | | (313 | ) |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-20 | | | | 6 | | | | (756,188 | ) | | | (844 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-20 | | | | 2 | | | | (351,438 | ) | | | 1,399 | |
Wheat (Chicago Board of Trade) | | | Dec-20 | | | | 6 | | | | (165,675 | ) | | | (15,525 | ) |
WTI Crude Futures | | | Oct-20 | | | | 1 | | | | (42,610 | ) | | | (620 | ) |
WTI Crude Futures | | | Nov-20 | | | | 2 | | | | (85,800 | ) | | | 90 | |
WTI Crude Futures | | | Dec-20 | | | | 1 | | | | (43,210 | ) | | | (2,010 | ) |
WTI Crude Futures IPE | | | Oct-20 | | | | 1 | | | | (42,610 | ) | | | 610 | |
| | | | | | | | | | | | | | $ | (1,766,330 | ) |
Total Futures Contracts | | | | | | | | | | | | | | $ | 2,678,129 | |
The accompanying notes are an integral part of the consolidated financial statements.
14
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Forward foreign currency contracts outstanding as of August 31, 2020 were as follows:
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 600,000 | | | | | | CAD | | | 571,479 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | $ | 4,404 | |
AUD | | | 205,905 | | | | | | EUR | | | 125,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 2,633 | |
AUD | | | 454,765 | | | | | | GBP | | | 250,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 1,197 | |
AUD | | | 400,000 | | | | | | JPY | | | 30,404,004 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 7,894 | |
AUD | | | 1,200,000 | | | | | | NZD | | | 1,324,729 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (7,186 | ) |
AUD | | | 600,000 | | | | | | USD | | | 431,720 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 10,845 | |
CAD | | | 400,000 | | | | | | USD | | | 303,881 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 2,805 | |
CHF | | | 2,318,235 | | | | | | USD | | | 2,551,512 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | | 13,112 | |
CHF | | | 2,318,235 | | | | | | USD | | | 2,560,816 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | 3,871 | |
CHF | | | 2,318,235 | | | | | | USD | | | 2,565,924 | | | | | | | | Sep 03 2020 | | | | SOCIETE GENERALE | | | | (1,174 | ) |
CHF | | | 403,576 | | | | | | EUR | | | 375,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (976 | ) |
CHF | | | 250,000 | | | | | | JPY | | | 29,174,500 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 1,213 | |
CHF | | | 125,000 | | | | | | USD | | | 138,229 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 146 | |
CLP | | | 78,925,263 | | | | | | USD | | | 100,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 1,507 | |
CNH | | | 4,188,130 | | | | | | USD | | | 600,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 10,601 | |
CNH | | | 2,772,223 | | | | | | USD | | | 400,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 3,916 | |
COP | | | 179,074,075 | | | | | | USD | | | 50,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (2,185 | ) |
CZK | | | 2,622,830 | | | | | | EUR | | | 100,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (209 | ) |
EUR | | | 3,513,769 | | | | | | USD | | | 4,156,181 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | | 37,050 | |
EUR | | | 100,000 | | | | | | GBP | | | 89,323 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | (64 | ) |
EUR | | | 3,513,769 | | | | | | USD | | | 4,177,615 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | 15,706 | |
EUR | | | 3,492,607 | | | | | | USD | | | 4,170,267 | | | | | | | | Sep 03 2020 | | | | SOCIETE GENERALE | | | | (2,112 | ) |
EUR | | | 200,000 | | | | | | CZK | | | 5,313,866 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (2,681 | ) |
EUR | | | 500,000 | | | | | | HUF | | | 176,734,777 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 3,739 | |
EUR | | | 300,000 | | | | | | NOK | | | 3,208,863 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (9,244 | ) |
EUR | | | 200,000 | | | | | | PLN | | | 892,447 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (3,590 | ) |
EUR | | | 200,000 | | | | | | SEK | | | 2,085,584 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (2,404 | ) |
EUR | | | 375,000 | | | | | | AUD | | | 618,814 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (8,708 | ) |
EUR | | | 375,000 | | | | | | CAD | | | 588,414 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (3,410 | ) |
EUR | | | 300,000 | | | | | | GBP | | | 271,692 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (5,054 | ) |
EUR | | | 200,000 | | | | | | JPY | | | 25,120,520 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 1,543 | |
EUR | | | 375,000 | | | | | | USD | | | 446,134 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 1,601 | |
GBP | | | 779,840 | | | | | | USD | | | 1,029,718 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | | 12,741 | |
GBP | | | 895,334 | | | | | | USD | | | 1,183,158 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | 13,694 | |
GBP | | | 847,809 | | | | | | USD | | | 1,133,605 | | | | | | | | Sep 03 2020 | | | | SOCIETE GENERALE | | | | (279 | ) |
GBP | | | 89,481 | | | | | | EUR | | | 100,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 238 | |
GBP | | | 125,000 | | | | | | JPY | | | 17,336,253 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 3,389 | |
GBP | | | 250,000 | | | | | | USD | | | 328,499 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 5,743 | |
HUF | | | 70,014,837 | | | | | | EUR | | | 200,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (3,775 | ) |
HUF | | | 29,391,160 | | | | | | USD | | | 100,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (1,362 | ) |
ILS | | | 342,020 | | | | | | USD | | | 100,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 1,978 | |
ILS | | | 1,021,110 | | | | | | USD | | | 300,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 4,488 | |
INR | | | 29,994,000 | | | | | | USD | | | 400,000 | | | | | | | | Sep 08 2020 | | | | SOCIETE GENERALE | | | | 7,189 | |
INR | | | 29,995,520 | | | | | | USD | | | 400,000 | | | | | | | | Sep 14 2020 | | | | SOCIETE GENERALE | | | | 6,925 | |
INR | | | 15,045,599 | | | | | | USD | | | 200,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 4,064 | |
INR | | | 29,433,000 | | | | | | USD | | | 400,000 | | | | | | | | Sep 21 2020 | | | | SOCIETE GENERALE | | | | (1,031 | ) |
INR | | | 29,763,765 | | | | | | USD | | | 400,000 | | | | | | | | Sep 28 2020 | | | | SOCIETE GENERALE | | | | 3,124 | |
JPY | | | 42,685,944 | | | | | | NZD | | | 600,000 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | | (1,135 | ) |
JPY | | | 18,575,670 | | | | | | USD | | | 174,307 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | | 1,077 | |
The accompanying notes are an integral part of the consolidated financial statements.
15
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
JPY | | | 2,656,180 | | | | | | EUR | | | 21,162 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | $ | (176 | ) |
JPY | | | 14,219,776 | | | | | | NZD | | | 200,000 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | (461 | ) |
JPY | | | 18,575,670 | | | | | | USD | | | 176,225 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | (839 | ) |
JPY | | | 21,231,850 | | | | | | USD | | | 200,492 | | | | | | | | Sep 03 2020 | | | | SOCIETE GENERALE | | | | (24 | ) |
JPY | | | 32,011,996 | | | | | | CAD | | | 400,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (4,350 | ) |
JPY | | | 41,837,976 | | | | | | NZD | | | 600,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (9,014 | ) |
JPY | | | 12,500,000 | | | | | | USD | | | 118,472 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (417 | ) |
KRW | | | 354,939,000 | | | | | | USD | | | 300,000 | | | | | | | | Sep 08 2020 | | | | SOCIETE GENERALE | | | | (1,212 | ) |
KRW | | | 118,318,000 | | | | | | USD | | | 100,000 | | | | | | | | Sep 14 2020 | | | | SOCIETE GENERALE | | | | (399 | ) |
KRW | | | 178,922,384 | | | | | | USD | | | 150,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 618 | |
KRW | | | 475,288,000 | | | | | | USD | | | 400,000 | | | | | | | | Sep 21 2020 | | | | SOCIETE GENERALE | | | | 104 | |
MXN | | | 500,000 | | | | | | USD | | | 22,488 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 297 | |
NOK | | | 1,057,653 | | | | | | EUR | | | 100,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 1,711 | |
NOK | | | 883,220 | | | | | | USD | | | 100,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 1,123 | |
NZD | | | 600,000 | | | | | | JPY | | | 42,522,383 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | | 2,679 | |
NZD | | | 600,000 | | | | | | JPY | | | 42,678,024 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 1,080 | |
NZD | | | 400,000 | | | | | | USD | | | 261,680 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 7,754 | |
PHP | | | 17,409,330 | | | | | | USD | | | 350,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 8,748 | |
PLN | | | 664,619 | | | | | | EUR | | | 150,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 1,411 | |
PLN | | | 740,221 | | | | | | USD | | | 200,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 1,014 | |
SEK | | | 9,305,387 | | | | | | EUR | | | 900,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 1,600 | |
SEK | | | 2,577,591 | | | | | | EUR | | | 250,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (415 | ) |
SEK | | | 2,451,760 | | | | | | NOK | | | 2,500,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (2,709 | ) |
SEK | | | 1,733,080 | | | | | | USD | | | 200,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 415 | |
SGD | | | 206,296 | | | | | | USD | | | 150,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 1,627 | |
SGD | | | 820,290 | | | | | | USD | | | 600,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 2,915 | |
THB | | | 4,666,273 | | | | | | USD | | | 150,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (79 | ) |
TWD | | | 2,919,600 | | | | | | USD | | | 100,000 | | | | | | | | Sep 08 2020 | | | | SOCIETE GENERALE | | | | (494 | ) |
TWD | | | 10,239,408 | | | | | | USD | | | 350,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (1,009 | ) |
TWD | | | 2,934,495 | | | | | | USD | | | 100,000 | | | | | | | | Sep 18 2020 | | | | SOCIETE GENERALE | | | | 18 | |
TWD | | | 5,863,300 | | | | | | USD | | | 200,000 | | | | | | | | Sep 21 2020 | | | | SOCIETE GENERALE | | | | (157 | ) |
TWD | | | 5,859,800 | | | | | | USD | | | 200,000 | | | | | | | | Sep 28 2020 | | | | SOCIETE GENERALE | | | | (271 | ) |
USD | | | 150,000 | | | | | | BRL | | | 824,122 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (355 | ) |
USD | | | 2,560,737 | | | | | | CHF | | | 2,318,235 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | | (3,887 | ) |
USD | | | 2,565,838 | | | | | | CHF | | | 2,318,235 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | 1,152 | |
USD | | | 150,000 | | | | | | CLP | | | 121,224,739 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (5,909 | ) |
USD | | | 100,000 | | | | | | CNH | | | 705,324 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (2,832 | ) |
USD | | | 400,000 | | | | | | CNH | | | 2,777,746 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (4,721 | ) |
USD | | | 250,000 | | | | | | COP | | | 937,707,163 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (381 | ) |
USD | | | 4,177,520 | | | | | | EUR | | | 3,513,769 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | | (15,711 | ) |
USD | | | 4,170,173 | | | | | | EUR | | | 3,492,607 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | 2,107 | |
USD | | | 1,030,793 | | | | | | GBP | | | 779,840 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | | (11,667 | ) |
USD | | | 1,196,995 | | | | | | GBP | | | 895,334 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | 143 | |
USD | | | 100,000 | | | | | | HUF | | | 29,690,245 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | 352 | |
USD | | | 100,000 | | | | | | ILS | | | 342,185 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (2,027 | ) |
USD | | | 400,000 | | | | | | INR | | | 30,143,000 | | | | | | | | Sep 08 2020 | | | | SOCIETE GENERALE | | | | (9,212 | ) |
USD | | | 400,000 | | | | | | INR | | | 30,022,000 | | | | | | | | Sep 14 2020 | | | | SOCIETE GENERALE | | | | (7,284 | ) |
USD | | | 250,000 | | | | | | INR | | | 19,074,153 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (8,704 | ) |
USD | | | 400,000 | | | | | | INR | | | 30,025,520 | | | | | | | | Sep 21 2020 | | | | SOCIETE GENERALE | | | | (7,000 | ) |
USD | | | 400,000 | | | | | | INR | | | 29,805,409 | | | | | | | | Sep 28 2020 | | | | SOCIETE GENERALE | | | | (3,688 | ) |
USD | | | 400,000 | | | | | | INR | | | 29,469,000 | | | | | | | | Oct 01 2020 | | | | SOCIETE GENERALE | | | | 1,000 | |
The accompanying notes are an integral part of the consolidated financial statements.
16
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2020
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 177,752 | | | | | | JPY | | | 18,739,231 | | | | | | | | Sep 01 2020 | | | | SOCIETE GENERALE | | | $ | 824 | |
USD | | | 200,490 | | | | | | JPY | | | 21,231,850 | | | | | | | | Sep 02 2020 | | | | SOCIETE GENERALE | | | | 24 | |
USD | | | 300,000 | | | | | | KRW | | | 355,233,000 | | | | | | | | Sep 08 2020 | | | | SOCIETE GENERALE | | | | 965 | |
USD | | | 100,000 | | | | | | KRW | | | 118,601,722 | | | | | | | | Sep 14 2020 | | | | SOCIETE GENERALE | | | | 160 | |
USD | | | 150,000 | | | | | | KRW | | | 181,622,381 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (2,891 | ) |
USD | | | 400,000 | | | | | | KRW | | | 473,329,000 | | | | | | | | Sep 21 2020 | | | | SOCIETE GENERALE | | | | 1,545 | |
USD | | | 400,000 | | | | | | KRW | | | 475,340,000 | | | | | | | | Sep 28 2020 | | | | SOCIETE GENERALE | | | | (151 | ) |
USD | | | 22,455 | | | | | | MXN | | | 500,000 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (330 | ) |
USD | | | 50,000 | | | | | | PHP | | | 2,533,163 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (2,200 | ) |
USD | | | 250,000 | | | | | | RUB | | | 18,242,302 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 4,150 | |
USD | | | 100,000 | | | | | | SGD | | | 139,131 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (2,261 | ) |
USD | | | 200,000 | | | | | | THB | | | 6,331,252 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (3,414 | ) |
USD | | | 900,000 | | | | | | TRY | | | 6,490,220 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | 22,077 | |
USD | | | 100,000 | | | | | | TWD | | | 2,936,700 | | | | | | | | Sep 08 2020 | | | | SOCIETE GENERALE | | | | (89 | ) |
USD | | | 150,000 | | | | | | TWD | | | 4,396,798 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 143 | |
USD | | | 100,000 | | | | | | TWD | | | 2,933,500 | | | | | | | | Sep 18 2020 | | | | SOCIETE GENERALE | | | | 16 | |
USD | | | 200,000 | | | | | | TWD | | | 5,866,000 | | | | | | | | Sep 21 2020 | | | | SOCIETE GENERALE | | | | 65 | |
USD | | | 200,000 | | | | | | ZAR | | | 3,456,337 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | (3,505 | ) |
USD | | | 100,000 | | | | | | ZAR | | | 1,756,064 | | | | | | | | Sep 23 2020 | | | | SOCIETE GENERALE | | | | (3,321 | ) |
ZAR | | | 1,703,694 | | | | | | USD | | | 100,000 | | | | | | | | Sep 16 2020 | | | | SOCIETE GENERALE | | | | 311 | |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | | | $ | 76,436 | |
AUD | Australian Dollar | | LME | London Mercantile Exchange |
BRL | Brazilian Real | | MIB | Milano Indice di Borsa |
CAD | Canadian Dollar | | MXN | Mexican Peso |
CHF | Swiss Franc | | NOK | Norwegian Krone |
CLP | Chilean Peso | | NZD | New Zealand Dollar |
CNH | Chinese Yuan Renminbi | | OMX | Stockholm Stock Exchange |
COP | Colombian Peso | | PHP | Philippine Peso |
CZK | Czech Koruna | | PLN | Polish Zloty |
DAX | Deutscher Aktienindex | | RBOB | Reformulated Blendstock for Oxygenate Blending |
DJIA | Dow Jones Industrial Average | | RUB | Russian Ruble |
EUR | Euro | | SEK | Swedish Krona |
FTSE | Financial Times Stock Exchange | | SGD | Singapore Dollar |
GBP | British Pound | | THB | Thai Baht |
HUF | Hungarian Forint | | TRY | Turkish Lira |
ILS | Israeli New Shekel | | TWD | Taiwan Dollar |
INR | Indian Rupee | | USD | United States Dollar |
JPY | Japanese Yen | | WTI | West Texas Intermediate |
KRW | Korean Won | | ZAR | South African Rand |
The accompanying notes are an integral part of the consolidated financial statements.
17
Abbey Capital Multi Asset Fund
Consolidated Statement of Assets And Liabilities
August 31, 2020
ASSETS | | | | |
Investments, at value (cost $31,358,816) | | $ | 31,358,946 | |
Foreign currency deposits with broker for futures contracts (cost $20,868) | | | 21,342 | |
Deposits with broker for forward foreign currency contracts | | | 274,933 | |
Deposits with broker for futures contracts | | | 3,025,505 | |
Receivables for: | | | | |
Capital shares sold | | | 200,000 | |
Interest and dividends receivable | | | 77 | |
Unrealized appreciation on forward foreign currency contracts | | | 256,581 | |
Unrealized appreciation on futures contracts | | | 4,608,701 | |
Prepaid expenses and other assets | | | 19,994 | |
Total assets | | | 39,766,079 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Advisory fees | | | 33,985 | |
Administration and accounting services fees | | | 14,101 | |
Unrealized depreciation on forward foreign currency contracts | | | 180,145 | |
Unrealized depreciation on futures contracts | | | 1,930,572 | |
Other accrued expenses and liabilities | | | 35,686 | |
Total liabilities | | | 2,194,489 | |
Net assets | | $ | 37,571,590 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 3,395 | |
Paid-in capital | | | 36,865,534 | |
Total distributable earnings/(losses) | | | 702,661 | |
Net assets | | $ | 37,571,590 | |
| | | | |
CLASS I SHARES: | | | | |
Net assets | | $ | 37,571,590 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 3,394,740 | |
Net asset value, offering and redemption price per share | | $ | 11.07 | |
The accompanying notes are an integral part of the consolidated financial statements.
18
Abbey Capital Multi Asset Fund
Consolidated Statement of Operations
For the Year Ended August 31, 2020
INVESTMENT INCOME | | | | |
Interest | | $ | 307,624 | |
Total investment income | | | 307,624 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 528,366 | |
Administration and accounting services fees (Note 2) | | | 74,328 | |
Audit and tax service fees | | | 60,515 | |
Registration and filing fees | | | 25,428 | |
Director fees | | | 13,371 | |
Printing and shareholder reporting fees | | | 10,365 | |
Legal fees | | | 7,951 | |
Officer fees | | | 2,073 | |
Custodian fees (Note 2) | | | 1,236 | |
Transfer agent fees (Note 2) | | | 932 | |
Other expenses | | | 5,421 | |
Total expenses before waivers and/or reimbursements | | | 729,986 | |
Less: waivers and/or reimbursements (Note 2) | | | (195,654 | ) |
Net expenses after waivers and/or reimbursements | | | 534,332 | |
Net investment income/(loss) | | | (226,708 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | 8,773 | |
Futures contracts | | | 3,240,778 | |
Foreign currency transactions | | | 310 | |
Forward foreign currency contracts | | | 2,916 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (11,098 | ) |
Futures contracts | | | 1,429,771 | |
Foreign currency translations | | | 4,082 | |
Forward foreign currency contracts | | | 87,472 | |
Net realized and unrealized gain/(loss) from investments | | | 4,763,004 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 4,536,296 | |
The accompanying notes are an integral part of the consolidated financial statements.
19
Abbey Capital Multi Asset Fund
Consolidated Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (226,708 | ) | | $ | 56,172 | |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | 3,252,777 | | | | 2,667,776 | |
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, foreign currency translations and forward foreign currency contracts | | | 1,510,227 | | | | 295,999 | |
Net increase/(decrease) in net assets resulting from operations | | | 4,536,296 | | | | 3,019,947 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (3,011,201 | ) | | | (1,736,107 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (3,011,201 | ) | | | (1,736,107 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 5,162,687 | | | | 3,807,213 | |
Proceeds from reinvestment of distributions | | | 2,892,850 | | | | 1,699,774 | |
Shares redeemed | | | (250,926 | ) | | | (156,967 | ) |
Total from Class I Shares | | | 7,804,611 | | | | 5,350,020 | |
Net increase/(decrease) in net assets from capital share transactions | | | 7,804,611 | | | | 5,350,020 | |
Total increase/(decrease) in net assets | | | 9,329,706 | | | | 6,633,860 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 28,241,884 | | | | 21,608,024 | |
End of period | | $ | 37,571,590 | | | $ | 28,241,884 | |
SHARE TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 524,318 | | | | 378,195 | |
Shares reinvested | | | 314,099 | | | | 191,201 | |
Shares redeemed | | | (25,056 | ) | | | (17,613 | ) |
Total Class I Shares | | | 813,361 | | | | 551,783 | |
Net increase/(decrease) in shares outstanding | | | 813,361 | | | | 551,783 | |
The accompanying notes are an integral part of the consolidated financial statements.
20
Abbey Capital Multi Asset Fund
Consolidated Financial Highlights
Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Period Ended August 31, 2018(1) | |
Per Share Operating Performance | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 10.94 | | | $ | 10.65 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.08 | ) | | | 0.02 | | | | (0.01 | ) |
Net realized and unrealized gain/(loss) from investments | | | 1.38 | | | | 1.09 | | | | 0.66 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.30 | | | | 1.11 | | | | 0.65 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.96 | ) | | | (0.36 | ) | | | — | |
Net realized capital gains | | | (0.21 | ) | | | (0.46 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.17 | ) | | | (0.82 | ) | | | — | |
Net asset value, end of period | | $ | 11.07 | | | $ | 10.94 | | | $ | 10.65 | |
Total investment return/(loss)(3) | | | 13.97 | % | | | 12.20 | % | | | 6.50 | %(4) |
Ratios/Supplemental Data | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 37,572 | | | $ | 28,242 | | | $ | 21,608 | |
Ratio of expenses to average net assets with waivers and/or reimbursements(6) | | | 1.79 | % | | | 1.79 | % | | | 1.79 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements(6) | | | 2.45 | % | | | 2.27 | % | | | 2.84 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (0.76 | )% | | | 0.25 | % | | | (0.25 | )%(5) |
Portfolio turnover rate | | | 0 | % | | | 0 | % | | | 0 | %(4) |
(1) | Inception date of Class I Shares of the Fund was April 11, 2018. |
(2) | Calculated based on average shares outstanding for the period. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of the period reported and includes reinvestments of dividends and distributions, if any. |
(6) | The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired Fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.79% of the Fund’s average daily net assets attributable to Class I Shares. |
The accompanying notes are an integral part of the consolidated financial statements.
21
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements
August 31, 2020
1. Organization and Significant Accounting Policies
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Abbey Capital Multi Asset Fund (the “Fund”), which commenced investment operations on April 11, 2018. The Fund is authorized to offer three classes of shares, Class A Shares, Class I Shares and Class C Shares. Class A Shares will be sold subject to a front-end maximum sales charge of 5.75%. Front-end sales charges may be reduced or waived under certain circumstances. Class A Shares and Class C Shares have not yet commenced operations as of the end of the reporting period.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The Fund seeks to achieve its investment objective by allocating its assets between a “Managed Futures” strategy, a “Long U.S. Equity” strategy and a “Fixed Income” strategy.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services – Investment Companies.”
The end of the reporting period for the Fund is August 31, 2020, and the period covered by these Notes to Consolidated Financial Statements is the fiscal year ended August 31, 2020 (the “current fiscal period”).
Consolidation of Subsidiary — The Managed Futures strategy will be achieved by the Fund investing up to 25% of its total assets in Abbey Capital Multi Asset Offshore Fund Limited (the “Subsidiary”), a wholly-owned and controlled subsidiary of the Fund organized under the laws of the Cayman Islands. The consolidated financial statements of the Fund include the financial statements of the Subsidiary. The Fund consolidates the results of subsidiaries in which the Fund holds a controlling financial interest. All inter-company accounts and transactions have been eliminated. As of the end of the reporting period, the net assets of the Subsidiary were $8,039,094, which represented 21.40% of the Fund’s net assets.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Forward exchange contracts are valued by interpolating between spot and forward currency rates as quoted by an independent pricing service. Futures contracts are generally valued using the settlement price determined by the relevant exchange. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure the fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 – | Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 – | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
22
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
| ● Level 3 – | Prices are determined using significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Short-Term Investments | | $ | 31,358,946 | | | $ | 31,358,946 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 1,814,192 | | | | 1,814,192 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 2,441,209 | | | | 2,441,209 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 256,581 | | | | — | | | | 256,581 | | | | — | |
Futures Contracts | | | 257,961 | | | | 257,961 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 95,339 | | | | 95,339 | | | | — | | | | — | |
Total Assets | | $ | 36,224,228 | | | $ | 35,967,647 | | | $ | 256,581 | | | $ | — | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (1,794,080 | ) | | $ | (1,794,080 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (37,841 | ) | | | (37,841 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (180,145 | ) | | | — | | | | (180,145 | ) | | | — | |
Futures Contracts | | | (29,639 | ) | | | (29,639 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (69,012 | ) | | | (69,012 | ) | | | — | | | | — | |
Total Liabilities | | $ | (2,110,717 | ) | | $ | (1,930,572 | ) | | $ | (180,145 | ) | | $ | — | |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end
23
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers are disclosed if the Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Fund had no Level 3 transfers.
Disclosures about Derivative instruments and Hedging Activities — Derivative instruments are defined as financial instruments whose value and performance are based on the value and performance of another security or financial instrument. Derivative instruments that the Fund used during the period include forward foreign currency contracts and futures contracts.
During the current fiscal period, the Fund used long and short contracts on U.S. and foreign equity market indices, U.S. and foreign government bonds, foreign currencies, interest rates and commodities (through investment in the Subsidiary), to gain investment exposure in accordance with its investment objective.
The following tables provide quantitative disclosures about fair value amounts of, and gains and losses on, the Fund’s derivative instruments as of and for the current fiscal period.
The following tables list the fair values of the Fund’s derivative holdings and location on the Consolidated Statement of Assets and Liabilities as of the end of the reporting period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Assets and Liabilities Location | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Commodity Contracts | | | Total | |
Asset Derivatives |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | $ | — | | | $ | — | | | $ | 256,581 | | | $ | — | | | $ | 256,581 | |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | | 2,441,209 | | | | 95,339 | | | | 257,961 | | | | 1,814,192 | | | | 4,608,701 | |
Total Value- Assets | | | | | | $ | 2,441,209 | | | $ | 95,339 | | | $ | 514,542 | | | $ | 1,814,192 | | | $ | 4,865,282 | |
Liability Derivatives |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | $ | — | | | $ | — | | | $ | (180,145 | ) | | $ | — | | | $ | (180,145 | ) |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | | (37,841 | ) | | | (69,012 | ) | | | (29,639 | ) | | | (1,794,080 | ) | | | (1,930,572 | ) |
Total Value- Liabilities | | $ | (37,841 | ) | | $ | (69,012 | ) | | $ | (209,784 | ) | | $ | (1,794,080 | ) | | $ | (2,110,717 | ) |
(a) | This amount represents the cumulative appreciation/(depreciation) of forwards and futures contracts as reported on the Consolidated Portfolio of Investments. |
24
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following table lists the amounts of realized gains/(losses) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Operations Location | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Commodity Contracts | | | Total | |
Realized Gain/(Loss) |
Futures Contracts | | | Net realized gain/(loss) from Futures Contracts | | | $ | 1,371,270 | | | $ | 911,023 | | | $ | (120,217 | ) | | $ | 1,078,702 | | | $ | 3,240,778 | |
Forward Contracts | | | Net realized gain/(loss) from Forward Foreign Currency Contracts | | | | — | | | | — | | | | 2,916 | | | | — | | | | 2,916 | |
Total Realized Gain/(Loss) | | $ | 1,371,270 | | | $ | 911,023 | | | $ | (117,301 | ) | | $ | 1,078,702 | | | $ | 3,243,694 | |
The following table lists the amounts of change in unrealized appreciation/(depreciation) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Operations Location | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Commodity Contracts | | | Total | |
Change in Unrealized Appreciation/(Depreciation) |
Futures Contracts | | | Net change in unrealized appreciation/(depreciation) on futures contracts | | | $ | 2,457,381 | | | $ | (487,591 | ) | | $ | (167,946 | ) | | $ | (372,073 | ) | | $ | 1,429,771 | |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | 87,472 | | | | — | | | | 87,472 | |
Total Change in Unrealized Appreciation/(Depreciation) | | $ | 2,457,381 | | | $ | (487,591 | ) | | $ | (80,474 | ) | | $ | (372,073 | ) | | $ | 1,517,243 | |
During the current fiscal period, the Fund’s quarterly average volume of derivatives was as follows:
Long Futures Notional Amount | Short Futures Notional Amount | Forward Foreign Currency Contracts — Payable (Value at Trade Date) | Forward Foreign Currency Contracts — Receivable (Value at Trade Date) |
$197,584,041 | $(36,356,508) | $(49,702,806) | $49,703,214 |
For financial reporting purposes, the Fund does not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral (receivables) or the obligation to return cash collateral (payables) arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement.
25
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following is a summary of financial and derivative instruments that are subject to enforceable master netting agreements (or similar arrangements) and collateral received and pledged in connection with the master netting agreements (or similar arrangements).
| | | | | | Gross Amount Not Offset in Consolidated Statement of Assets and Liabilities | | | | | | | | | | | | | | | Gross Amount Not Offset in Consolidated Statement of Assets and Liabilities | | | | | |
Description | | Gross Amount Presented in the Consolidated Statement of Assets and Liabilities | | | Financial Instruments | | | Collateral Received | | | Net Amount(1) | | | | | | | Gross Amount Presented in the Consolidated Statement of Assets and Liabilities | | | Financial Instruments | | | Collateral Pledged(2) | | | Net Amount(3) | |
| | Assets | | | | | | | Liabilities | |
Forward Foreign Currency Contracts | | $ | 256,581 | | | $ | (180,145 | ) | | $ | — | | | $ | 76,436 | | | | | | | $ | 180,145 | | | $ | (180,145 | ) | | $ | — | | | $ | — | |
| (1) | Net amount represents the net amount receivable from the counterparty in the event of default. |
| (2) | Actual collateral pledged may be more than the amount shown. |
| (3) | Net amount represents the net amount payable to the counterparty in the event of default. |
Use of Estimates — The preparation of consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
Investment Transactions, Investment Income and Expenses — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
26
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
For tax purposes, the Subsidiary is an exempted Cayman Islands investment company. The Subsidiary has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits and capital gains taxes. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, the Subsidiary is a Controlled Foreign Corporation and as such is not subject to U.S. income tax.
Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investments in the Consolidated Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Consolidated Statement of Operations.
Currency Risk —Investment in foreign securities involves currency risk associated with securities that trade or are denominated in currencies other than the U.S. dollar and which may be affected by fluctuations in currency exchange rates. An increase in the strength of the U.S. dollar relative to a foreign currency may cause the U.S. dollar value of an investment in that country to decline. Foreign currencies also are subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government controls. Forward foreign currency exchange contracts may limit potential gains from a favorable change in value between the U.S. dollar and foreign currencies. Unanticipated changes in currency pricing may result in poorer overall performance for the Fund than if it had not engaged in these contracts.
Commodity Sector Risk — Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely due to factors such as changes in value, supply and demand and governmental regulatory policies. The commodity-linked securities in which the Fund invests may be issued by companies in the financial services sector, and events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Foreign Securities Market Risk — A substantial portion of the trades of the Fund are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of assets of the Fund that may be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Counterparty Risk — The derivative contracts entered into by the Fund or its Subsidiary may be privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.
27
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
Credit Risk — Credit risk refers to the possibility that the issuer of the security or a counterparty in respect of a derivative instrument will not be able to satisfy its payment obligations to the Fund when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. Securities rated in the four highest categories by the rating agencies are considered investment grade but they may also have some speculative characteristics. Investment grade ratings do not guarantee that bonds will not lose value or default. In addition, the credit quality of securities may be lowered if an issuer’s financial condition changes.
CORONAVIRUS (COVID-19) PANDEMIC — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual companies are not known. The operational and financial performance of individual companies and the market in general depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
Futures Contracts — The Fund uses futures contracts in the normal course of pursuing its investment objective. Upon entering into a futures contract, the Fund must deposit initial margin in addition to segregating cash or liquid assets sufficient to meet its obligation to purchase or provide securities, or to pay the amount owed at the expiration of an index-based futures contract. Such liquid assets may consist of cash, cash equivalents, liquid debt or equity securities or other acceptable assets. Pursuant to the futures contract, the Fund agrees to receive from, or pay to the broker, an amount of cash equal to the daily fluctuation in value of the contract. Such a receipt of payment is known as “variation margin” and is recorded by the Fund as an unrealized gain or loss. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contract. 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. Use of long futures contracts subjects the Fund to risk of loss in excess of the amount shown on the Consolidated Statement of Assets and Liabilities, up to the notional value of the futures contract. Use of short futures contracts subjects the Fund to unlimited risk of loss.
Forward Foreign Currency Contracts — In the normal course of pursuing its investment objectives, the Fund is subject to foreign investment and currency risk. The Fund uses forward foreign currency contracts (“forward contracts”) for purposes of hedging, duration management, as a substitute for securities, to increase returns, for currency hedging or risk management, or to otherwise help achieve the Fund’s investment objective. These contracts are marked-to-market daily at the applicable translation rates. The Fund records realized gains or losses at the time the forward contract is closed. A forward contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. Risks may arise upon entering these contracts from the potential inability of a counterparty to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar or other currencies. The Fund’s maximum risk of loss from counterparty credit risk related to forward foreign currency contracts is the fair value of the contract. The risk may be mitigated to some extent if a master netting arrangement between the Fund and the counterparty is in place and to the extent the Fund obtains collateral to cover the Fund’s exposure to the counterparty.
Cash and Cash Equivalents — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
28
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
2. Investment Adviser and Other Services
Abbey Capital Limited (“Abbey Capital” or the “Adviser”) serves as the investment adviser to the Fund and its Subsidiary. The Adviser allocates the assets of the Subsidiary to one or more Trading Advisers unaffiliated with the Adviser to manage. The Adviser also has the ultimate responsibility to oversee the Trading Advisers, and to recommend their hiring, termination and replacement, subject to approval by the Board. The Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table. The Adviser compensates the Trading Advisers out of the Advisory Fee.
The Adviser has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding certain items discussed below) to the rates (“Expense Caps”) shown in the following table of the Fund’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed the Expense Caps as applicable: acquired fund fees and expenses, brokerage commissions, extraordinary expenses, interest and taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after February 28, 2021.
Advisory Fee | Expense Caps |
| Class A | Class I | Class C |
1.77% | 2.04% | 1.79% | 2.79% |
During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed were as follows:
Gross Advisory Fees | Waivers and/or Reimbursements | Net Advisory Fees |
$528,366 | $(195,654) | $332,712 |
If at any time the Fund’s total annual fund operating expenses (not including acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) for a year are less than the relevant share class’s Expense Cap, the Adviser may recoup any waived or reimbursed amounts from the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
As of the end of the reporting period, the Fund had amounts available for recoupment as follows:
Expiration |
August 31, 2021 | August 31, 2022 | August 31, 2023 | Total |
$84,306 | $106,779 | $195,654 | $386,739 |
Aspect Capital Limited, Crabel Capital Management, LLC, Eclipse Capital Management, Inc., Revolution Capital Management, LLC, Tudor Investment Corporation and Welton Investment Partners, LLC each served as a Trading Adviser to the Fund during the period.
Effective July 20, 2020, Crabel Capital Management, LLC serves as a Trading Adviser to the Fund.
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Fund. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
29
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
Fund Services serves as the Fund’s transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s distributor.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Consolidated Statement of Operations.
The Board has adopted a Plan of Distribution for the Class A Shares and Class C Shares (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund’s distributor is entitled to receive from the Fund a distribution fee with respect to the Shares, which is accrued daily and paid monthly, of up to 0.25% on an annualized basis of the average daily net assets of the Class A Shares and up to 1.00% of the Class C Shares. The actual amount of such compensation under the Plan is agreed upon by the Board and by the Distributor. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. Amounts paid to the Distributor under the Plan may be used by the Distributor to cover expenses that are related to (i) the sale of the Shares, (ii) ongoing servicing and/or maintenance of the accounts of shareholders, and (iii) sub-transfer agency services, subaccounting services or administrative services related to the sale of the Shares, all as set forth in the Fund’s 12b-1 Plan.
3. Director And Officer Compensation
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund or the Company. For Director and Officer compensation amounts, please refer to the Consolidated Statement of Operations.
4. Purchases and Sales of Investment Securities
During the current fiscal period, there were no purchases or sales of investment securities or long-term U.S. Government securities (excluding short-term investments and derivative transactions) by the Fund.
5. Federal Income Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the consolidated financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
30
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the Fund were as follows(a):
Federal Tax Cost | Unrealized Appreciation | Unrealized (Depreciation) | Net Unrealized Appreciation/ (Depreciation) |
$37,526,764 | $1,063 | $(2,161,673) | $(2,160,610) |
(a) | The difference between the book basis and tax basis cost and aggregate gross unrealized appreciation and depreciation of investments is attributable primarily to timing differences related to taxable income from a wholly-owned controlled foreign corporation. |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying consolidated financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Permanent differences as of August 31, 2020, primarily attributable to disallowed book income from the Subsidiary were reclassified to the following accounts:
Distributable Earnings/(Loss) | Paid-In Capital |
$(1,405,513) | $1,405,513 |
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
Undistributed Ordinary Income | Undistributed Long-Term Capital Gains | Net Unrealized Appreciation/ (Depreciation) | Capital Loss Carryforwards | Qualified Late-Year Losses | Other Temporary Differences |
$2,064,937 | $2,069,200 | $(3,431,476) | $— | $— | $— |
The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains of the Subsidiary for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019, were as follows:
| Ordinary Income | Long-Term Gains | Total |
2020 | $2,675,202 | $335,999 | $3,011,201 |
2019 | $1,151,783 | $584,324 | $1,736,107 |
6. New Accounting Pronouncements and Regulatory Updates
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after
31
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2020
December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Fund’s financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
7. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:
Expense Limitation Agreement
Subsequent to the end of the reporting period, the Fund’s contractual limitation agreement was extended through December 31, 2021 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after December 31, 2021.
32
Abbey Capital Multi Asset Fund
Report of Independent Registered Public Accounting Firm
To the Board of Directors of The RBB Fund, Inc. and
Shareholders of Abbey Capital Multi Asset Fund
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities of Abbey Capital Multi Asset Fund (the “Fund”) (one of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the consolidated portfolio of investments, as of August 31, 2020, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for each of the two years in the period then ended and the period April 11, 2018 (commencement of operations) to August 31, 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund (one of the portfolios constituting The RBB Fund, Inc.) at August 31, 2020, the consolidated results of its operations for the year then ended, the consolidated changes in its net assets for each of the two years in the period then ended and its consolidated financial highlights for each of the two years in the period then ended and for the period April 11, 2018 (commencement of operations) to August 31, 2018, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’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 Company in accordance with the U.S. federal securities laws 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks 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 August 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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.
We have served as the auditor of one or more Abbey Capital investment companies since 2014.
Philadelphia, Pennsylvania
October 30, 2020
33
Abbey Capital Multi Asset Fund
Shareholder Tax Information
(Unaudited)
Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable year ended August 31, 2020. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2020. During the fiscal year ended August 31, 2020, the Fund paid no ordinary income dividends to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(c) for the Fund is 7.61%.
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.
In general, dividends received by tax exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.
34
Abbey Capital Multi Asset Fund
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling (844) 261-6484 and on the SEC’s website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Approval of Investment Advisory Agreements and Trading Advisory Agreements
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of (1) the investment advisory agreement between Abbey Capital and the Company on behalf of the Fund (the “Investment Advisory Agreement”), (2) the investment advisory agreement between Abbey Capital and Abbey Capital Multi Asset Offshore Fund Limited (“ACMAF”) (together with the Investment Advisory Agreement, the “Advisory Agreements”), and (3) the trading advisory agreements among Abbey Capital, ACMAF and Aspect Capital Limited, Eclipse Capital Management, Inc., Revolution Capital Management, LLC, Tudor Investment Corporation and Welton Investment Partners LLC (each, a “Trading Adviser”)(the “Trading Advisory Agreements”), at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Advisory Agreements and the Trading Advisory Agreements for an additional one-year term ending August 16, 2021. The Board’s decision to approve the Advisory Agreements and the Trading Advisory Agreements reflects the exercise of its business judgment to continue the existing arrangement. In approving the Advisory Agreements and the Trading Advisory Agreements, the Board considered information provided by Abbey Capital and each of the Trading Advisers with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal of the Investment Advisory Agreement between the Company and Abbey Capital, the approval of the investment advisory agreement between Abbey Capital and ACMAF, and the approval of the Trading Advisory Agreements with respect to the Fund, the Directors took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of services provided to the Fund by Abbey Capital and each Trading Adviser; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) Abbey Capital’s and the Trading Advisers’ investment philosophies and processes; (iv) Abbey Capital’s and the Trading Advisers’ assets under management and client descriptions; (v) Abbey Capital’s and the Trading Advisers’ soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Abbey Capital’s and the Trading Advisers’ advisory fee arrangements with the Company and other similarly managed clients, as applicable; (vii) Abbey Capital’s and the Trading Advisers’ compliance procedures; (viii) Abbey Capital’s and the Trading Advisers’ financial information and insurance coverage, as applicable, and Abbey Capital’s profitability analysis; (ix) the extent to which economies of scale are relevant to the Fund; (x) a report prepared by Broadridge/Lipper comparing the Fund’s management fees and total expense ratio to those of its Lipper Group and comparing the performance of the Fund to the performance of its Lipper Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Abbey Capital and each Trading Adviser. The Directors concluded that Abbey Capital and each Trading Adviser had substantial resources to provide services to the Fund and ACMAF, as applicable.
35
Abbey Capital Multi Asset Fund
Other Information (Concluded)
(Unaudited)
The Directors also considered the investment performance of the Fund, noting that the Fund had outperformed its benchmark for the year-to-date, one-year, three-year, and since-inception periods ended March 31, 2020. The Directors considered the Fund’s investment performance in light of its investment objective and investment strategies. The Directors noted that the Fund ranked in the 1st quintile within its Lipper Performance Group for the one-year and since-inception periods ended December 31, 2019.
The Board also considered the advisory fee rate payable by the Fund under the Investment Advisory Agreement. In this regard, information on the fees paid by the Fund and the Fund’s total operating expense ratio (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that the Fund’s actual advisor fee ranked in the 4th quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 4th quintile of its Lipper Expense Group. The Directors also considered the fees payable to each Trading Adviser under the Trading Advisory Agreements and the information provided by Abbey Capital on the services provided by the different Trading Advisers. In this regard, the Directors noted that the fees for each Trading Adviser were payable by Abbey Capital. The Directors noted that Abbey Capital had contractually agreed to waive management fees and reimburse expenses through at least February 28, 2021 to limit total annual operating expenses to agreed upon levels for the Fund.
After reviewing the information regarding Abbey Capital’s and the Trading Advisers’ costs, profitability and economies of scale, and after considering the services to be provided by Abbey Capital and each Trading Adviser, the Directors concluded that the investment advisory fees to be paid by the Fund to Abbey Capital and the trading advisory fees to be paid by Abbey Capital to each Trading Adviser were fair and reasonable and that the Investment Advisory Agreements and Trading Advisory Agreements should be approved and continued for an additional one-year period ending August 16, 2021.
Approval of Trading Advisory Agreement
As required by the 1940 Act, the Board, including all of the Independent Directors, considered the approval of a new Trading Advisory Agreement by and among Abbey Capital, Abbey Capital Multi Asset Offshore Fund Limited and Crabel Capital Management LLC (“Crabel”) at a meeting of the Board held on June 23, 2020 (the “June Meeting”). At the June Meeting, the Board, including all of the Independent Directors, approved the new Trading Advisory Agreement for an initial period ending August 16, 2021. The Board’s decision to approve the Trading Advisory Agreement reflects the exercise of its business judgment. In approving the Trading Advisory Agreement, the Board considered information provided by Abbey Capital and Crabel, with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the approval of the Trading Advisory Agreement between Abbey Capital and Crabel, the Board took into account all materials provided prior to and during the June Meeting and at other meetings throughout the past year, the presentations made during the June Meeting, and the discussions held during the June Meeting. Among other things, the Board considered (i) the nature, extent, and quality of services to be provided to the Fund by Crabel; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) Crabel’s investment philosophies and processes; (iv) Crabel’s assets under management and client descriptions; (v) Crabel’s soft dollar commission and trade allocation policies; (vi) Crabel’s advisory fee arrangements with the Company and other similarly managed clients, as applicable; (vii) Crabel’s compliance procedures; and (viii) Crabel’s financial information and insurance coverage.
The Board also considered the fees payable to Crabel under the proposed Trading Advisory Agreement with Crabel and the services to be provided by Crabel. In this regard, the Board noted that the fees for Crabel were payable by Abbey Capital.
After reviewing the information regarding the Adviser’s and Crabel’s costs, profitability and economies of scale, and after considering the services to be provided by Crabel, the Board concluded that the trading advisory fees to be paid by Abbey Capital to Crabel were fair and reasonable, the Trading Advisory Agreement was in the best interests of the Fund and its shareholders and does not involve a conflict of interest from which the Adviser derives an inappropriate advantage, and that the Trading Advisory Agreement with Crabel should be approved for an initial period ending August 16, 2021.
36
Abbey Capital Multi Asset Fund
Company Management
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (844) 261-6484.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Independent Directors |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
37
Abbey Capital Multi Asset Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present 1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
Officers |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
38
Abbey Capital Multi Asset Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
39
Abbey Capital Multi Asset Fund
Company Management (Concluded)
(Unaudited)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the past five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
40
Abbey Capital Multi Asset Fund
Privacy Notice
(Unaudited)
Abbey Capital Multi Asset Fund
FACTS | WHAT DOES THE ABBEY CAPITAL MULTI ASSET FUND DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Abbey Capital Multi Asset Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your information | Does the Abbey Capital Multi Asset Fund share? | Can you limit this sharing? |
For our everyday business purpose — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | We don’t share. |
For affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call 1-844-261-6484 or go to www.abbeycapital.com |
41
Abbey Capital Multi Asset Fund
Privacy Notice (Continued)
(Unaudited)
What we do | |
How does the Abbey Capital Multi Asset Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Abbey Capital Multi Asset Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes — information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
European Union’s General Data Protection Regulation | In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to ● Check whether we hold personal information about you and to access such data (in accordance with our policy) ● Request the correction of personal information about you that is inaccurate ● Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible ● Request the erasure of your personal information ● Request the restriction of processing concerning you The legal grounds for processing of your personal information is for contractual necessity and compliance with law. |
| If you wish to exercise any of your rights above, please call: 1-844-261-6484. |
| You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us. |
42
Abbey Capital Multi Asset Fund
Privacy Notice (Concluded)
(Unaudited)
| The Abbey Capital Multi Asset Fund shall retain your personal data for as long as you are an investor in the Fund and thereafter as long as necessary to comply with applicable laws that require the Fund to retain your personal data, such as the Securities and Exchange Commission’s data retention rules. Your personal data will be transferred to the United States so that the Fund may provide the agreed upon services for you. No adequacy decision has been rendered by the European Commission as to the data protection of your personal data when transferring it to the United States. However, the Fund does take the security of your personal data seriously. |
| You also have the right to lodge a complaint with the appropriate regulatory authority with respect to issues you may have. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Abbey Capital Multi Asset Fund’s investment adviser, Abbey Capital Limited, and each sub-adviser. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Abbey Capital Multi Asset Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Abbey Capital Multi Asset Fund does not jointly market. |
Controller | “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law. |
43
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
Investment Adviser
Abbey Capital Limited
1-2 Cavendish Row
Dublin 1, Ireland
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP.
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
AMA-AR20
ADARA SMALLER COMPANIES FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-844-261-6482.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-844-261-6482 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund.
ADARA SMALLER COMPANIES FUND
ANNUAL INVESTMENT ADVISER’S REPORT
AUGUST 31, 2020 (UNAUDITED)
Dear Shareholder,
The Adara Smaller Companies Fund (the “Fund”) generated a return of 10.47% in the fiscal year ended August 31, 2020, and outperformed the benchmark Russell 2000 Index, which returned 6.02% over the same period.
The Fund ended the fiscal year with five underlying sub-advisers: microcap managers Driehaus Capital Management LLC (“Driehaus”) and Pacific Ridge Capital Partners, LLC (“Pacific Ridge”) and small-cap managers Pier Capital LLC (“Pier”), River Road Asset Management, LLC (“River Road”) and our tax-loss harvesting manager Aperio Group, LLC (“Aperio”). In December 2019, the Fund decided to make a sub-adviser change and terminated its relationship with microcap manager Granite Investment Partners, LLC (“Granite”), allocating the assets previously managed by Granite to existing microcap mangers Driehaus and Pacific Ridge. Returns for the underlying sub-advisers in the 2020 fiscal year were as follows: Driehaus +43.60%, Pier +26.54%, Aperio +3.60%, River Road -4.57%, and Pacific Ridge -10.56%. The return for Granite during the portion of the 2020 fiscal year when it was a sub-adviser was -8.65%.
Altair continues to believe that the small and microcap space of the market remains highly inefficient, with little analyst coverage or institutional ownership. We believe these inefficiencies provide the potential for active managers to generate meaningful outperformance over the long term.
Sincerely,
Altair Advisers LLC
Opinions expressed are those of the Investment Adviser and are subject to change, are not guaranteed and should not be considered investment advice.
Past performance does not guarantee future results.
The Russell 2000® Index consists of the smallest 2,000 companies in a group of 3,000 U.S. companies in the Russell 3000® Index, as ranked by market capitalization.
It is not possible to invest directly in an index.
Must be preceded or accompanied by a prospectus.
1
ADARA SMALLER COMPANIES FUND
ANNUAL report
Performance Data
August 31, 2020 (UNAUDITED)
Comparison of Change in Value of $10,000 Invested in
ADARA Smaller Companies Fund vs. Russell 2000® Index
This chart assumes a hypothetical $10,000 initial investment in the Fund made on October 21, 2014 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell 2000® Index is unmanaged, and does not incur expenses and is not available for investment.
Average Annual Total Returns for the Periods Ended August 31, 2020 |
| One Year | Three Years | Five Years | Since Inception | |
Adara Smaller Companies Fund | 10.47% | 9.70% | 10.04% | 9.57%* | |
Russell 2000® Index | 6.02% | 5.03% | 7.65% | 7.44%** | |
* | The Fund commenced operations on October 21, 2014. |
** | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling (844) 261-6482.
The Fund’s total annual Fund operating expenses, as stated in the current prospectus dated December 31, 2019, are 0.98% of average daily net assets. This ratio may differ from the actual expenses incurred by the Fund for the period covered by this report.
The Fund invests in common stocks, preferred stocks, warrants to acquire common stocks and securities convertible into common stocks. Portfolio composition is subject to change.
The Fund evaluates performance as compared to that of the Russell 2000® Index. The Russell 2000® Index is a widely-recognized, capitalization-weighted index that measures the performance of the smallest 2,000 companies in the Russell 3000® Index and is considered representative of small-cap stocks. It is impossible to invest directly in an index.
Investment Considerations
Investing in the Fund involves risk and an investor may lose money. The success of the Fund’s strategy depends on the Adviser’s ability to select Sub-Advisers and each manager’s ability to select investments for the Fund. The Fund may invest in riskier types of investments including small and micro-cap stocks, Initial Public Offerings (IPOs), special situations and illiquid securities all of which may be more volatile and less liquid.
2
ADARA SMALLER COMPANIES FUND
Fund Expense Example
August 31, 2020 (UNAUDITED)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management 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.
This example is based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, 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 first line 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 second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying 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.
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six Month Total Investment Return |
Class I Shares | | | | | |
Actual | $ 1,000.00 | $ 1,126.30 | $ 4.86 | 0.91% | 12.63% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.56 | 4.62 | 0.91 | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio in the table above, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one-half year period. The Fund’s ending account value on the first line in the table is based on the actual six-month total investment return for the Fund. |
3
ADARA SMALLER COMPANIES FUND
Portfolio Holdings Summary Table
August 31, 2020 (UNAUDITED)
The following table presents a summary by security type of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Banks | | | 7.4 | % | | $ | 26,564,629 | |
Retail | | | 6.5 | | | | 23,531,738 | |
Software | | | 6.1 | | | | 22,034,770 | |
Healthcare-Products | | | 5.4 | | | | 19,432,349 | |
Semiconductors | | | 5.1 | | | | 18,355,125 | |
Commercial Services | | | 4.8 | | | | 17,272,428 | |
Internet | | | 4.5 | | | | 16,333,377 | |
Biotechnology | | | 4.1 | | | | 14,878,689 | |
Insurance | | | 3.6 | | | | 12,865,136 | |
Pharmaceuticals | | | 3.2 | | | | 11,669,784 | |
REITS | | | 2.8 | | | | 9,987,360 | |
Transportation | | | 2.6 | | | | 9,475,907 | |
Computers | | | 2.3 | | | | 8,422,725 | |
Leisure Time | | | 2.1 | | | | 7,654,370 | |
Home Builders | | | 2.1 | | | | 7,630,725 | |
Food | | | 1.7 | | | | 6,166,847 | |
Building Materials | | | 1.6 | | | | 5,927,863 | |
Electronics | | | 1.6 | | | | 5,665,832 | |
Auto Parts & Equipment | | | 1.5 | | | | 5,496,570 | |
Engineering & Construction | | | 1.4 | | | | 5,168,299 | |
Diversified Financial Services | | | 1.4 | | | | 5,087,612 | |
Energy-Alternate Sources | | | 1.4 | | | | 4,920,383 | |
Miscellaneous Manufacturing | | | 1.2 | | | | 4,482,031 | |
Machinery-Diversified | | | 1.2 | | | | 4,368,010 | |
Healthcare-Services | | | 1.2 | | | | 4,129,226 | |
Aerospace/Defense | | | 1.0 | | | | 3,500,889 | |
Electrical Components & Equipment | | | 0.9 | | | | 3,402,192 | |
Distribution/Wholesale | | | 0.9 | | | | 3,167,454 | |
Telecommunications | | | 0.9 | | | | 3,082,807 | |
Savings & Loans | | | 0.8 | | | | 2,746,819 | |
Oil & Gas | | | 0.8 | | | | 2,694,480 | |
Metal Fabricate/Hardware | | | 0.7 | | | | 2,625,785 | |
Environmental Control | | | 0.7 | | | | 2,556,503 | |
Hand/Machine Tools | | | 0.7 | | | | 2,553,848 | |
Textiles | | | 0.6 | | | | 2,156,381 | |
Housewares | | | 0.6 | | | | 2,126,933 | |
Home Furnishings | | | 0.6 | | | | 2,056,552 | |
Apparel | | | 0.5 | | | | 1,904,135 | |
Agriculture | | | 0.5 | | | | 1,899,679 | |
Entertainment | | | 0.5 | | | | 1,885,250 | |
Cosmetics/Personal Care | | | 0.5 | | | | 1,831,627 | |
Oil & Gas Services | | | 0.5 | | | | 1,807,488 | |
Chemicals | | | 0.5 | | | | 1,693,636 | |
Real Estate | | | 0.4 | | | | 1,366,153 | |
Machinery-Construction & Mining | | | 0.3 | | | | 1,121,745 | |
Beverages | | | 0.2 | | | | 876,056 | |
Household Products/Wares | | | 0.2 | | | | 854,734 | |
Mining | | | 0.2 | | | | 737,698 | |
Auto Manufacturers | | | 0.2 | | | | 705,932 | |
Electric | | | 0.2 | | | | 595,964 | |
Airlines | | | 0.2 | | | | 546,864 | |
Packaging & Containers | | | 0.1 | | | | 467,801 | |
Gas | | | 0.1 | | | | 459,458 | |
Investment Companies | | | 0.1 | | | | 418,547 | |
Forest Products & Paper | | | 0.1 | | | | 315,023 | |
Water | | | 0.1 | | | | 223,023 | |
Iron/Steel | | | 0.1 | | | | 190,910 | |
Coal | | | 0.0 | | | | 147,754 | |
Lodging | | | 0.0 | | | | 127,901 | |
Office/Business Equipment | | | 0.0 | | | | 107,714 | |
Media | | | 0.0 | | | | 71,891 | |
Office Furnishings | | | 0.0 | | | | 34,201 | |
PREFERRED STOCKS: | | | | | | | | |
Distribution/Wholesale | | | 0.0 | | | | 27,326 | |
SHORT-TERM INVESTMENTS | | | 7.7 | | | | 27,812,657 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.8 | | | | 3,018,607 | |
NET ASSETS | | | 100.0 | % | | $ | 361,442,202 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
4
ADARA SMALLER COMPANIES FUND
Portfolio of Investments
August 31, 2020
| | Number of Shares | | | Value | |
COMMON STOCKS — 91.5% | | | | | | | | |
Aerospace/Defense — 1.0% | | | | | | | | |
AAR Corp.* | | | 11,755 | | | $ | 237,216 | |
Aerovironment, Inc.* | | | 1,433 | | | | 109,467 | |
Barnes Group, Inc. | | | 5,132 | | | | 203,227 | |
Cubic Corp. | | | 34,959 | | | | 1,645,870 | |
Mercury Systems, Inc.* | | | 8,562 | | | | 648,486 | |
Moog, Inc., Class A | | | 1,762 | | | | 106,231 | |
National Presto Industries, Inc. | | | 728 | | | | 65,469 | |
Park Aerospace Corp. | | | 35,959 | | | | 398,785 | |
Triumph Group, Inc.* | | | 11,914 | | | | 86,138 | |
| | | | | | | 3,500,889 | |
Agriculture — 0.5% | | | | | | | | |
Darling Ingredients, Inc.* | | | 8,943 | | | | 285,908 | |
Phibro Animal Health Corp., Class A | | | 1,739 | | | | 37,319 | |
Sanderson Farms, Inc. | | | 1,371 | | | | 160,352 | |
Turning Point Brands, Inc. | | | 30,557 | | | | 883,097 | |
Vital Farms, Inc.* | | | 13,528 | | | | 533,003 | |
| | | | | | | 1,899,679 | |
Airlines — 0.2% | | | | | | | | |
Allegiant Travel Co.* | | | 418 | | | | 53,755 | |
Hawaiian Holdings, Inc.* | | | 6,287 | | | | 84,497 | |
SkyWest, Inc.* | | | 12,143 | | | | 408,612 | |
| | | | | | | 546,864 | |
Apparel — 0.5% | | | | | | | | |
Capri Holdings Ltd.* | | | 5,836 | | | | 92,442 | |
Crocs, Inc.* | | | 40,344 | | | | 1,610,129 | |
Kontoor Brands, Inc.* | | | 4,168 | | | | 92,113 | |
Skechers U.S.A., Inc., Class A* | | | 3,666 | | | | 109,430 | |
Steven Madden Ltd.* | | | 1 | | | | 21 | |
| | | | | | | 1,904,135 | |
Auto Manufacturers — 0.2% | | | | | | | | |
GreenPower Motor Co., Inc.* | | | 30,167 | | | | 595,798 | |
Wabash National Corp. | | | 9,020 | | | | 110,134 | |
| | | | | | | 705,932 | |
Auto Parts & Equipment — 1.5% |
American Axle & Manufacturing Holdings, Inc.* | | | 4,229 | | | | 32,902 | |
Dorman Products, Inc.* | | | 1,452 | | | | 122,970 | |
Gentherm, Inc.* | | | 3,355 | | | | 151,747 | |
Meritor, Inc.* | | | 2,172 | | | | 49,435 | |
Methode Electronics, Inc. | | | 18,360 | | | | 519,771 | |
Motorcar Parts of America, Inc.* | | | 1,467 | | | | 25,540 | |
Shyft Group Inc., (The) | | | 174,829 | | | | 3,491,335 | |
Unique Fabricating, Inc.* | | | 211,220 | | | | 709,699 | |
XPEL, Inc.* | | | 15,790 | | | | 393,171 | |
| | | | | | | 5,496,570 | |
Banks — 7.4% | | | Number of Shares | | | | Value | |
Allegiance Bancshares, Inc. | | | 887 | | | $ | 22,548 | |
American River Bankshares | | | 111,864 | | | | 1,102,979 | |
Atlantic Capital Bancshares, Inc.* | | | 58,762 | | | | 677,820 | |
Bank of Commerce Holdings | | | 153,260 | | | | 1,126,461 | |
Baycom Corp.* | | | 31,568 | | | | 365,715 | |
Boston Private Financial Holdings, Inc. | | | 8,260 | | | | 49,064 | |
Cadence BanCorp | | | 43,952 | | | | 417,544 | |
Capital Bancorp, Inc.* | | | 90,320 | | | | 940,231 | |
Central Pacific Financial Corp. | | | 2,923 | | | | 45,277 | |
City Holding Co. | | | 4,208 | | | | 269,228 | |
Civista Bancshares, Inc. | | | 43,180 | | | | 576,453 | |
Columbia Banking System, Inc. | | | 3,060 | | | | 85,405 | |
Community Bank System, Inc. | | | 1,997 | | | | 120,159 | |
Customers Bancorp, Inc.* | | | 9,124 | | | | 116,513 | |
CVB Financial Corp. | | | 8,715 | | | | 158,700 | |
Esquire Financial Holdings, Inc.* | | | 93,905 | | | | 1,549,433 | |
Farmers National Bancorp | | | 97,200 | | | | 1,133,352 | |
First BanCorp | | | 46,257 | | | | 265,053 | |
First Bancshares, Inc., (The) | | | 37,480 | | | | 803,571 | |
First Business Financial Services, Inc. | | | 67,789 | | | | 1,050,730 | |
First Commonwealth Financial Corp. | | | 5,580 | | | | 45,756 | |
First Financial Bancorp | | | 16,170 | | | | 221,852 | |
First Financial Bankshares, Inc. | | | 13,162 | | | | 398,480 | |
First Merchants Corp. | | | 26,206 | | | | 670,349 | |
First Midwest Bancorp, Inc. | | | 2,645 | | | | 32,957 | |
First Northwest Bancorp | | | 78,120 | | | | 867,132 | |
Flagstar Bancorp, Inc. | | | 2,203 | | | | 69,218 | |
Glacier Bancorp, Inc. | | | 3,879 | | | | 136,095 | |
Hanmi Financial Corp. | | | 5,489 | | | | 52,310 | |
Heritage Financial Corp. | | | 3,943 | | | | 78,623 | |
HomeStreet, Inc. | | | 2,570 | | | | 70,341 | |
Hope Bancorp, Inc. | | | 23,822 | | | | 201,534 | |
Horizon Bancorp | | | 89,947 | | | | 1,005,607 | |
Independent Bank Corp. | | | 1,226 | | | | 77,054 | |
Independent Bank Group, Inc. | | | 581 | | | | 27,017 | |
LCNB Corp. | | | 75,165 | | | | 1,101,919 | |
Live Oak Bancshares, Inc. | | | 39,705 | | | | 880,657 | |
Metropolitan Bank Holding Corp.* | | | 37,106 | | | | 1,149,173 | |
Northeast Bank | | | 100,640 | | | | 1,877,942 | |
OFG Bancorp | | | 8,517 | | | | 109,358 | |
Orrstown Financial Services, Inc. | | | 37,330 | | | | 514,034 | |
Parke Bancorp, Inc. | | | 80,371 | | | | 988,563 | |
Preferred Bank | | | 2,249 | | | | 84,113 | |
Premier Financial Bancorp, Inc. | | | 96,777 | | | | 1,240,681 | |
S&T Bancorp, Inc. | | | 3,311 | | | | 66,866 | |
Seacoast Banking Corp. of Florida* | | | 40,287 | | | | 815,409 | |
Southside Bancshares, Inc. | | | 4,513 | | | | 124,356 | |
Tompkins Financial Corp. | | | 1,660 | | | | 109,859 | |
The accompanying notes are an integral part of the financial statements.
5
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Banks — (Continued) |
Triumph Bancorp, Inc.* | | | 21,686 | | | $ | 619,352 | |
TrustCo Bank Corp. | | | 10,872 | | | | 64,797 | |
UMB Financial Corp. | | | 3,164 | | | | 169,970 | |
United Community Banks, Inc. | | | 5,713 | | | | 103,520 | |
Veritex Holdings, Inc. | | | 11,815 | | | | 212,434 | |
Walker & Dunlop, Inc. | | | 1,239 | | | | 67,872 | |
Webster Financial Corp. | | | 6,667 | | | | 183,343 | |
West Bancorporation, Inc. | | | 62,850 | | | | 1,106,160 | |
Westamerica Bancorp | | | 2,361 | | | | 143,690 | |
| | | | | | | 26,564,629 | |
Beverages — 0.2% | | | | | | | | |
Celsius Holdings, Inc.* | | | 45,111 | | | | 876,056 | |
Biotechnology — 4.1% | | | | | | | | |
Allogene Therapeutics, Inc.* | | | 7,438 | | | | 265,165 | |
Apellis Pharmaceuticals, Inc.* | | | 18,432 | | | | 568,258 | |
Applied Therapeutics, Inc.* | | | 25,101 | | | | 604,934 | |
Avid Bioservices, Inc.* | | | 35,599 | | | | 298,676 | |
Biohaven Pharmaceutical Holding Co. Ltd.* | | | 4,958 | | | | 314,288 | |
Black Diamond Therapeutics, Inc.* | | | 17,957 | | | | 516,623 | |
Blueprint Medicines Corp.* | | | 3,379 | | | | 261,636 | |
Crinetics Pharmaceuticals, Inc.* | | | 28,663 | | | | 459,468 | |
Emergent BioSolutions, Inc.* | | | 7,767 | | | | 885,826 | |
Epizyme, Inc.* | | | 31,795 | | | | 413,335 | |
Gamida Cell Ltd.* | | | 45,207 | | | | 197,102 | |
Guardant Health, Inc.* | | | 3,397 | | | | 324,413 | |
Immunovant, Inc.* | | | 30,041 | | | | 1,020,192 | |
Iovance Biotherapeutics, Inc.* | | | 17,303 | | | | 576,709 | |
Ligand Pharmaceuticals, Inc.* | | | 978 | | | | 99,756 | |
Mirati Therapeutics, Inc.* | | | 6,426 | | | | 959,852 | |
Nektar Therapeutics* | | | 5,506 | | | | 106,486 | |
NeoGenomics, Inc.* | | | 24,338 | | | | 947,965 | |
PTC Therapeutics, Inc.* | | | 5,831 | | | | 288,197 | |
Relay Therapeutics, Inc.* | | | 23,403 | | | | 940,567 | |
SpringWorks Therapeutics, Inc.* | | | 31,113 | | | | 1,381,728 | |
Turning Point Therapeutics, Inc.* | | | 9,800 | | | | 766,164 | |
Twist Bioscience Corp.* | | | 23,605 | | | | 1,650,698 | |
Xenon Pharmaceuticals, Inc.* | | | 21,798 | | | | 264,846 | |
Y-mAbs Therapeutics, Inc.* | | | 17,797 | | | | 765,805 | |
| | | | | | | 14,878,689 | |
Building Materials — 1.6% | | | | | | | | |
AAON, Inc. | | | 2,783 | | | | 158,436 | |
American Woodmark Corp.* | | | 2,580 | | | | 225,750 | |
Apogee Enterprises, Inc. | | | 3,414 | | | | 71,455 | |
Armstrong World Industries, Inc. | | | 11,835 | | | | 872,713 | |
AZEK Co., Inc., (The)* | | | 14,915 | | | | 588,844 | |
Boise Cascade Co. | | | 3,571 | | | | 163,552 | |
Forterra, Inc.* | | | 15,589 | | | | 206,554 | |
Gibraltar Industries, Inc.* | | | 4,141 | | | | 258,585 | |
Griffon Corp. | | | 21,998 | | | | 478,017 | |
| | Number of Shares | | | Value | |
Building Materials — (Continued) |
Masonite International Corp.* | | | 7,316 | | | $ | 667,878 | |
PGT Innovations, Inc.* | | | 40,270 | | | | 730,095 | |
Simpson Manufacturing Co., Inc. | | | 2,069 | | | | 203,466 | |
SPX Corp.* | | | 4,521 | | | | 189,113 | |
Trex Co., Inc.* | | | 4,231 | | | | 632,492 | |
UFP Industries, Inc. | | | 8,103 | | | | 480,913 | |
| | | | | | | 5,927,863 | |
Chemicals — 0.5% | | | | | | | | |
AdvanSix, Inc.* | | | 2,237 | | | | 28,477 | |
American Vanguard Corp.* | | | 1,365 | | | | 19,315 | |
Axalta Coating Systems Ltd.* | | | 17,118 | | | | 408,264 | |
Balchem Corp. | | | 1,142 | | | | 111,573 | |
Chemours Co., (The) | | | 9,276 | | | | 191,642 | |
GCP Applied Technologies, Inc.* | | | 3,880 | | | | 101,113 | |
Innospec, Inc. | | | 1,121 | | | | 83,728 | |
Koppers Holdings, Inc.* | | | 7,974 | | | | 191,854 | |
Kraton Corp.* | | | 2,465 | | | | 34,609 | |
Rogers Corp.* | | | 1,868 | | | | 211,663 | |
Stepan Co. | | | 2,701 | | | | 311,398 | |
| | | | | | | 1,693,636 | |
Coal — 0.0% | | | | | | | | |
Warrior Met Coal, Inc. | | | 9,551 | | | | 147,754 | |
Commercial Services — 4.8% | | | | | | | | |
Acacia Research Corp.* | | | 304,070 | | | | 1,153,946 | |
American Public Education, Inc.* | | | 1,140 | | | | 35,842 | |
AMN Healthcare Services, Inc.* | | | 3,294 | | | | 177,349 | |
ARC Document Solutions, Inc.* | | | 268,200 | | | | 284,292 | |
ASGN, Inc.* | | | 2,386 | | | | 171,243 | |
Barrett Business Services, Inc. | | | 39,178 | | | | 2,255,478 | |
BG Staffing, Inc. | | | 113,750 | | | | 1,066,975 | |
Brink’s Co., (The) | | | 4,054 | | | | 196,051 | |
CAI International, Inc. | | | 80,880 | | | | 1,763,993 | |
CRA International, Inc. | | | 41,300 | | | | 1,755,663 | |
EVERTEC, Inc. | | | 11,006 | | | | 385,430 | |
Forrester Research, Inc.* | | | 938 | | | | 33,262 | |
FTI Consulting, Inc.* | | | 5,623 | | | | 645,296 | |
Green Dot Corp., Class A* | | | 4,948 | | | | 257,593 | |
HealthEquity, Inc.* | | | 10,113 | | | | 581,295 | |
Heidrick & Struggles International, Inc. | | | 3,300 | | | | 71,379 | |
HMS Holdings Corp.* | | | 9,256 | | | | 258,150 | |
Insperity, Inc. | | | 17,793 | | | | 1,198,714 | |
K12, Inc.* | | | 13,162 | | | | 489,758 | |
MarketAxess Holdings, Inc. | | | 1,203 | | | | 584,586 | |
Medifast, Inc. | | | 1,970 | | | | 320,558 | |
Progyny, Inc.* | | | 20,898 | | | | 596,638 | |
Rent-A-Center, Inc. | | | 3,409 | | | | 104,656 | |
Repay Holdings Corp.* | | | 20,371 | | | | 515,386 | |
Resources Connection, Inc. | | | 1,426 | | | | 17,526 | |
Sabre Corp.* | | | 29,781 | | | | 208,169 | |
SP Plus Corp.* | | | 20,477 | | | | 419,983 | |
The accompanying notes are an integral part of the financial statements.
6
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Commercial Services — (Continued) |
Strategic Education, Inc. | | | 2,810 | | | $ | 288,222 | |
TechTarget, Inc.* | | | 10,872 | | | | 431,401 | |
TriNet Group, Inc.* | | | 2,805 | | | | 190,291 | |
Universal Technical Institute, Inc.* | | | 42,406 | | | | 298,962 | |
Viad Corp.* | | | 24,001 | | | | 514,341 | |
| | | | | | | 17,272,428 | |
Computers — 2.3% | | | | | | | | |
CACI International, Inc., Class A* | | | 1,145 | | | | 268,147 | |
Computer Services, Inc. | | | 17,366 | | | | 1,050,643 | |
Diebold Nixdorf, Inc.* | | | 12,251 | | | | 102,173 | |
DXC Technology Co.* | | | 25,615 | | | | 511,788 | |
Endava PLC, SP ADR* | | | 21,673 | | | | 1,180,962 | |
ExlService Holdings, Inc.* | | | 1,497 | | | | 95,344 | |
Globant S.A.* | | | 2,938 | | | | 521,730 | |
Insight Enterprises, Inc.* | | | 2,176 | | | | 130,136 | |
Kornit Digital Ltd.* | | | 8,907 | | | | 551,610 | |
MAXIMUS, Inc. | | | 9,412 | | | | 729,901 | |
MTS Systems Corp.* | | | 9,270 | | | | 226,188 | |
Quantum Corp.* | | | 143,730 | | | | 784,766 | |
Rimini Street, Inc.* | | | 138,340 | | | | 605,929 | |
Science Applications International Corp. | | | 1,681 | | | | 140,296 | |
TTEC Holdings, Inc. | | | 3,501 | | | | 198,472 | |
Virtusa Corp.* | | | 4,689 | | | | 185,403 | |
Vocera Communications, Inc.* | | | 17,357 | | | | 485,822 | |
WNS Holdings Ltd., ADR* | | | 9,848 | | | | 653,415 | |
| | | | | | | 8,422,725 | |
Cosmetics/Personal Care — 0.5% |
elf Beauty, Inc.* | | | 54,591 | | | | 1,066,162 | |
Inter Parfums, Inc.* | | | 17,136 | | | | 765,465 | |
| | | | | | | 1,831,627 | |
Distribution/Wholesale — 0.9% | | | | | | | | |
Core-Mark Holding Co, Inc. | | | 7,246 | | | | 242,161 | |
G-III Apparel Group Ltd.* | | | 19,012 | | | | 210,273 | |
Manitex International, Inc.* | | | 275,100 | | | | 1,240,701 | |
Pool Corp. | | | 2,106 | | | | 690,431 | |
RESIDEO TECHNOLOGIES, Inc.* | | | 4,980 | | | | 66,533 | |
ScanSource, Inc.* | | | 2,834 | | | | 69,972 | |
SiteOne Landscape Supply, Inc.* | | | 5,038 | | | | 630,002 | |
WESCO International, Inc.* | | | 371 | | | | 17,381 | |
| | | | | | | 3,167,454 | |
Diversified Financial Services — 1.4% |
Blucora, Inc.* | | | 3,569 | | | | 42,578 | |
Cohen & Steers, Inc. | | | 6,539 | | | | 395,609 | |
Encore Capital Group, Inc.* | | | 3,458 | | | | 158,861 | |
Enova International, Inc.* | | | 3,612 | | | | 61,693 | |
Evercore Partners, Inc., Class A | | | 12,734 | | | | 787,980 | |
Houlihan Lokey, Inc. | | | 9,761 | | | | 571,995 | |
I3 Verticals, Inc., Class A* | | | 21,477 | | | | 598,994 | |
| | Number of Shares | | | Value | |
Diversified Financial Services — (Continued) |
Interactive Brokers Group, Inc., Class A | | | 3,063 | | | $ | 162,400 | |
Moelis & Co., Class A | | | 13,425 | | | | 428,392 | |
Silvercrest Asset Management Group, Inc., Class A | | | 112,956 | | | | 1,416,468 | |
Virtus Investment Partners, Inc. | | | 807 | | | | 114,513 | |
Waddell & Reed Financial, Inc., Class A | | | 5,577 | | | | 87,838 | |
WisdomTree Investments, Inc. | | | 17,168 | | | | 64,208 | |
World Acceptance Corp.* | | | 2,155 | | | | 196,083 | |
| | | | | | | 5,087,612 | |
Electric — 0.2% | | | | | | | | |
ALLETE, Inc. | | | 614 | | | | 33,132 | |
Ameresco, Inc., Class A* | | | 16,486 | | | | 562,832 | |
| | | | | | | 595,964 | |
Electrical Components & Equipment — 0.9% |
Encore Wire Corp. | | | 1,278 | | | | 65,958 | |
Insteel Industries, Inc. | | | 708 | | | | 13,056 | |
Littelfuse, Inc. | | | 1,079 | | | | 195,126 | |
nLight, Inc.* | | | 60,490 | | | | 1,413,047 | |
Powell Industries, Inc. | | | 1,167 | | | | 31,497 | |
Vicor Corp.* | | | 19,344 | | | | 1,683,508 | |
| | | | | | | 3,402,192 | |
Electronics — 1.6% | | | | | | | | |
Atkore International Group, Inc.* | | | 19,722 | | | | 527,169 | |
Brady Corp., Class A | | | 2,928 | | | | 137,294 | |
Coherent, Inc.* | | | 1,014 | | | | 114,237 | |
Comtech Telecommunications Corp. | | | 103,437 | | | | 1,717,054 | |
FARO Technologies, Inc.* | | | 2,255 | | | | 127,407 | |
II-VI, Inc.* | | | 3,812 | | | | 169,634 | |
Itron, Inc.* | | | 12,808 | | | | 762,973 | |
Ituran Location and Control Ltd.* | | | 27,351 | | | | 396,590 | |
nVent Electric PLC | | | 32,332 | | | | 618,188 | |
OSI Systems, Inc.* | | | 1,136 | | | | 89,460 | |
Plexus Corp.* | | | 2,641 | | | | 200,901 | |
Sanmina Corp.* | | | 6,648 | | | | 188,138 | |
SMTC Corp.* | | | 121,200 | | | | 413,292 | |
SYNNEX Corp.* | | | 830 | | | | 105,535 | |
TTM Technologies, Inc.* | | | 8,548 | | | | 97,960 | |
| | | | | | | 5,665,832 | |
Energy-Alternate Sources — 1.4% |
Enphase Energy, Inc.* | | | 8,354 | | | | 645,179 | |
Plug Power, Inc.* | | | 71,334 | | | | 925,915 | |
Renewable Energy Group, Inc.* | | | 4,229 | | | | 141,376 | |
REX American Resources Corp.* | | | 840 | | | | 51,895 | |
SolarEdge Technologies, Inc.* | | | 1,052 | | | | 232,650 | |
Sunnova Energy International, Inc.* | | | 53,210 | | | | 1,262,141 | |
TPI Composites, Inc.* | | | 54,094 | | | | 1,661,227 | |
| | | | | | | 4,920,383 | |
The accompanying notes are an integral part of the financial statements.
7
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Engineering & Construction — 1.4% |
Aegion Corp.* | | | 1,910 | | | $ | 30,913 | |
Arcosa, Inc. | | | 619 | | | | 28,654 | |
Comfort Systems USA, Inc. | | | 25,100 | | | | 1,271,817 | |
EMCOR Group, Inc. | | | 4,741 | | | | 355,622 | |
Exponent, Inc. | | | 10,136 | | | | 815,492 | |
Mistras Group, Inc.* | | | 47,590 | | | | 226,528 | |
MYR Group, Inc.* | | | 5,139 | | | | 199,445 | |
Sterling Construction Co., Inc.* | | | 79,950 | | | | 1,130,493 | |
TopBuild Corp.* | | | 2,707 | | | | 416,337 | |
WillScot Mobile Mini Holdings Corp.* | | | 38,715 | | | | 692,998 | |
| | | | | | | 5,168,299 | |
Entertainment — 0.5% | | | | | | | | |
Cinemark Holdings, Inc.* | | | 12,536 | | | | 183,653 | |
GAN Ltd.* | | | 37,905 | | | | 778,948 | |
Monarch Casino & Resort, Inc.* | | | 3,215 | | | | 147,922 | |
Scientific Games Corp.* | | | 6,167 | | | | 127,564 | |
Twin River Worldwide Holdings, Inc.* | | | 27,044 | | | | 647,163 | |
| | | | | | | 1,885,250 | |
Environmental Control — 0.7% | | | | | | | | |
Casella Waste Systems, Inc., Class A* | | | 8,444 | | | | 474,131 | |
Harsco Corp.* | | | 20,178 | | | | 285,519 | |
Montrose Environmental Group, Inc.* | | | 27,420 | | | | 772,970 | |
Tetra Tech, Inc. | | | 3,198 | | | | 295,207 | |
US Ecology, Inc.* | | | 19,625 | | | | 728,676 | |
| | | | | | | 2,556,503 | |
Food — 1.7% | | | | | | | | |
B&G Foods, Inc. | | | 10,026 | | | | 312,210 | |
BellRing Brands, Inc., Class A* | | | 22,295 | | | | 433,415 | |
Chefs’ Warehouse, Inc. (The)* | | | 2,000 | | | | 29,620 | |
Hostess Brands, Inc.* | | | 137,570 | | | | 1,766,399 | |
Ingles Markets, Inc., Class A | | | 19,436 | | | | 785,214 | |
J&J Snack Foods Corp. | | | 578 | | | | 78,579 | |
Landec Corp.* | | | 128,758 | | | | 1,318,482 | |
Pilgrim’s Pride Corp.* | | | 14,873 | | | | 237,968 | |
SpartanNash Co. | | | 5,509 | | | | 110,070 | |
Sprouts Farmers Market, Inc.* | | | 17,992 | | | | 420,113 | |
United Natural Foods, Inc.* | | | 8,258 | | | | 149,057 | |
Whole Earth Brands, Inc.* | | | 65,633 | | | | 525,720 | |
| | | | | | | 6,166,847 | |
Forest Products & Paper — 0.1% | | | | |
Clearwater Paper Corp.* | | | 2,737 | | | | 92,127 | |
Mercer International, Inc. | | | 3,746 | | | | 31,392 | |
Schweitzer-Mauduit International, Inc. | | | 6,314 | | | | 191,504 | |
| | | | | | | 315,023 | |
| | Number of Shares | | | Value | |
Gas — 0.1% | | | | | | | | |
Northwest Natural Holding Co. | | | 2,390 | | | $ | 122,153 | |
Southwest Gas Holdings, Inc. | | | 1,157 | | | | 72,741 | |
Spire, Inc. | | | 4,545 | | | | 264,564 | |
| | | | | | | 459,458 | |
Hand/Machine Tools — 0.7% | | | | | | | | |
Colfax Corp.* | | | 18,523 | | | | 616,445 | |
Franklin Electric Co., Inc. | | | 1,896 | | | | 112,547 | |
Hurco Cos., Inc. | | | 42,910 | | | | 1,213,495 | |
MSA Safety, Inc. | | | 4,854 | | | | 611,361 | |
| | | | | | | 2,553,848 | |
Healthcare-Products — 5.4% | | | | | | | | |
ABIOMED, Inc.* | | | 1,453 | | | | 446,972 | |
Adaptive Biotechnologies Corp.* | | | 11,011 | | | | 458,168 | |
Alphatec Holdings, Inc.* | | | 95,493 | | | | 572,003 | |
Axonics Modulation Technologies, Inc.* | | | 20,157 | | | | 851,835 | |
Castle Biosciences, Inc.* | | | 25,664 | | | | 1,173,615 | |
Cerus Corp.* | | | 52,387 | | | | 333,705 | |
CRH Medical Corp.* | | | 625,143 | | | | 1,481,589 | |
GenMark Diagnostics, Inc.* | | | 44,142 | | | | 572,522 | |
Haemonetics Corp.* | | | 3,260 | | | | 292,292 | |
ICU Medical, Inc.* | | | 578 | | | | 115,739 | |
Inari Medical, Inc.* | | | 6,615 | | | | 528,803 | |
Inspire Medical Systems, Inc.* | | | 15,494 | | | | 1,850,758 | |
Integra LifeSciences Holdings Corp.* | | | 3,088 | | | | 147,575 | |
Luminex Corp. | | | 1,725 | | | | 46,040 | |
Masimo Corp.* | | | 2,530 | | | | 566,720 | |
Merit Medical Systems, Inc.* | | | 3,088 | | | | 151,621 | |
Natera, Inc.* | | | 29,397 | | | | 1,872,883 | |
NuVasive, Inc.* | | | 789 | | | | 41,130 | |
OraSure Technologies, Inc.* | | | 5,505 | | | | 64,519 | |
OrthoPediatrics Corp.* | | | 30,724 | | | | 1,548,490 | |
Quanterix Corp.* | | | 27,978 | | | | 996,017 | |
Repligen Corp.* | | | 6,174 | | | | 956,414 | |
SeaSpine Holdings Corp.* | | | 46,141 | | | | 614,137 | |
SI-BONE, Inc.* | | | 35,853 | | | | 782,312 | |
Tandem Diabetes Care, Inc.* | | | 19,173 | | | | 2,161,180 | |
West Pharmaceutical Services, Inc. | | | 2,836 | | | | 805,310 | |
| | | | | | | 19,432,349 | |
Healthcare-Services — 1.2% | | | | | | | | |
Amedisys, Inc.* | | | 5,032 | | | | 1,217,241 | |
Chemed Corp. | | | 621 | | | | 321,125 | |
eHealth, Inc.* | | | 1,438 | | | | 90,767 | |
Ensign Group, Inc., (The) | | | 2,070 | | | | 121,178 | |
Fulgent Genetics, Inc.* | | | 4,715 | | | | 139,375 | |
LHC Group, Inc.* | | | 6,344 | | | | 1,322,343 | |
Pennant Group Inc., (The)* | | | 2,221 | | | | 82,266 | |
Providence Service Corp., (The)* | | | 2,212 | | | | 204,809 | |
RadNet, Inc.* | | | 2,821 | | | | 40,679 | |
The accompanying notes are an integral part of the financial statements.
8
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Healthcare-Services — (Continued) |
Tivity Health, Inc.* | | | 2,357 | | | $ | 38,560 | |
US Physical Therapy, Inc.* | | | 1,232 | | | | 109,525 | |
Vapotherm, Inc.* | | | 14,187 | | | | 441,358 | |
| | | | | | | 4,129,226 | |
Home Builders — 2.1% | | | | | | | | |
Century Communities, Inc.* | | | 34,525 | | | | 1,231,852 | |
Installed Building Products, Inc.* | | | 21,538 | | | | 1,869,929 | |
LCI Industries | | | 2,012 | | | | 228,624 | |
LGI Homes, Inc.* | | | 16,753 | | | | 1,873,991 | |
M/I Homes, Inc.* | | | 5,874 | | | | 249,997 | |
MDC Holdings, Inc. | | | 4,064 | | | | 176,296 | |
Skyline Corp.* | | | 39,542 | | | | 1,128,529 | |
Winnebago Industries, Inc. | | | 16,145 | | | | 871,507 | |
| | | | | | | 7,630,725 | |
Home Furnishings — 0.6% | | | | | | | | |
iRobot Corp.* | | | 968 | | | | 71,661 | |
Purple Innovation, Inc.* | | | 33,548 | | | | 634,393 | |
Sleep Number Corp.* | | | 2,991 | | | | 143,568 | |
Universal Electronics, Inc.* | | | 29,380 | | | | 1,206,930 | |
| | | | | | | 2,056,552 | |
Household Products/Wares — 0.2% |
Central Garden & Pet Co.* | | | 1,283 | | | | 52,206 | |
Helen of Troy Ltd.* | | | 2,738 | | | | 566,273 | |
Quanex Building Products Corp. | | | 1,957 | | | | 32,897 | |
WD-40 Co. | | | 995 | | | | 203,358 | |
| | | | | | | 854,734 | |
Housewares — 0.6% | | | | | | | | |
Lifetime Brands, Inc. | | | 141,800 | | | | 1,392,476 | |
Toro Co., (The) | | | 5,348 | | | | 402,597 | |
Tupperware Brands Corp. | | | 20,372 | | | | 331,860 | |
| | | | | | | 2,126,933 | |
Insurance — 3.6% | | | | | | | | |
American Equity Investment Life Holding Co. | | | 7,985 | | | | 190,921 | |
Axis Capital Holdings Ltd. | | | 27,937 | | | | 1,334,271 | |
BRP Group, Inc., Class A* | | | 57,219 | | | | 1,574,095 | |
Employers Holdings, Inc. | | | 3,729 | | | | 121,491 | |
Goosehead Insurance, Inc., Class A | | | 12,297 | | | | 1,263,640 | |
HCI Group, Inc. | | | 2,480 | | | | 135,706 | |
Heritage Insurance Holdings, Inc. | | | 109,700 | | | | 1,431,585 | |
Horace Mann Educators Corp. | | | 1,864 | | | | 72,808 | |
James River Group Holdings Ltd. | | | 22,259 | | | | 1,084,236 | |
Kinsale Capital Group, Inc. | | | 4,067 | | | | 842,804 | |
NMI Holdings, Inc., Class A* | | | 34,947 | | | | 599,341 | |
Palomar Holdings, Inc.* | | | 16,399 | | | | 1,842,428 | |
RLI Corp. | | | 1,478 | | | | 138,622 | |
Safety Insurance Group, Inc. | | | 1,702 | | | | 123,225 | |
Selective Insurance Group, Inc. | | | 3,866 | | | | 231,225 | |
| | Number of Shares | | | Value | |
Insurance — (Continued) |
Stewart Information Services Corp. | | | 2,200 | | | $ | 93,874 | |
Trean Insurance Group, Inc.* | | | 31,573 | | | | 494,117 | |
White Mountains Insurance Group Ltd. | | | 1,448 | | | | 1,290,747 | |
| | | | | | | 12,865,136 | |
Internet — 4.5% | | | | | | | | |
Aspen Group, Inc.* | | | 34,053 | | | | 435,197 | |
Bandwidth, Inc., Class A* | | | 16,999 | | | | 2,677,002 | |
Cardlytics, Inc.* | | | 17,405 | | | | 1,320,169 | |
CarParts.com, Inc.* | | | 97,932 | | | | 1,375,945 | |
ChannelAdvisor Corp.* | | | 98,040 | | | | 1,649,033 | |
DHI Group, Inc.* | | | 69,090 | | | | 167,889 | |
ePlus, Inc.* | | | 10,797 | | | | 828,346 | |
Fiverr International Ltd.* | | | 9,059 | | | | 1,092,968 | |
Limelight Networks, Inc.* | | | 229,293 | | | | 1,300,091 | |
Magnite, Inc.* | | | 166,064 | | | | 1,220,570 | |
Mimecast Ltd.* | | | 11,919 | | | | 586,892 | |
Open Lending Corp., Class A* | | | 21,420 | | | | 468,241 | |
Overstock.com, Inc.* | | | 6,248 | | | | 546,700 | |
Q2 Holdings, Inc.* | | | 3,844 | | | | 373,983 | |
Stamps.com, Inc.* | | | 659 | | | | 164,315 | |
Upwork, Inc.* | | | 96,739 | | | | 1,473,335 | |
Yelp, Inc.* | | | 28,231 | | | | 652,701 | |
| | | | | | | 16,333,377 | |
Investment Companies — 0.1% | | | | | | | | |
Grid Dynamics Holdings, Inc.* | | | 56,408 | | | | 418,547 | |
Iron/Steel — 0.1% | | | | | | | | |
Carpenter Technology Corp. | | | 9,078 | | | | 190,910 | |
Leisure Time — 2.1% | | | | | | | | |
Callaway Golf Co.* | | | 4,678 | | | | 97,583 | |
Camping World Holdings, Inc., Class A | | | 37,969 | | | | 1,103,379 | |
Fox Factory Holding Corp.* | | | 21,493 | | | | 2,166,709 | |
Liberty TripAdvisor Holdings, Inc., Class A* | | | 37,187 | | | | 104,124 | |
Malibu Boats, Inc., Class A* | | | 20,779 | | | | 1,077,391 | |
Nautilus, Inc.* | | | 76,476 | | | | 906,241 | |
OneWater Marine, Inc., Class A* | | | 24,029 | | | | 686,749 | |
Vista Outdoor, Inc.* | | | 77,908 | | | | 1,512,194 | |
| | | | | | | 7,654,370 | |
Lodging — 0.0% | | | | | | | | |
Boyd Gaming Corp.* | | | 4,776 | | | | 127,901 | |
Machinery-Construction & Mining — 0.3% |
Argan, Inc. | | | 26,500 | | | | 1,121,745 | |
Machinery-Diversified — 1.2% | | | | | | | | |
Albany International Corp., Class A | | | 1,126 | | | | 58,439 | |
Applied Industrial Technologies, Inc. | | | 1,045 | | | | 62,920 | |
The accompanying notes are an integral part of the financial statements.
9
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Machinery-Diversified — (Continued) |
Chart Industries, Inc.* | | | 18,839 | | | $ | 1,238,099 | |
CIRCOR International, Inc.* | | | 6,879 | | | | 203,962 | |
Columbus McKinnon Corp. | | | 28,610 | | | | 1,040,689 | |
Curtiss-Wright Corp. | | | 2,004 | | | | 205,049 | |
DXP Enterprises, Inc.* | | | 3,206 | | | | 61,684 | |
Ichor Holdings Ltd.* | | | 22,738 | | | | 572,088 | |
SPX FLOW, Inc.* | | | 1,840 | | | | 80,003 | |
Tennant Co. | | | 2,414 | | | | 160,459 | |
Twin Disc, Inc.* | | | 113,160 | | | | 684,618 | |
| | | | | | | 4,368,010 | |
Media — 0.0% | | | | | | | | |
EW Scripps Co., (The), Class A | | | 6,465 | | | | 71,891 | |
Metal Fabricate/Hardware — 0.7% |
AZZ, Inc. | | | 1,964 | | | | 68,210 | |
Mueller Industries, Inc. | | | 5,975 | | | | 177,458 | |
Northwest Pipe Co.* | | | 82,480 | | | | 2,336,658 | |
Tredegar Corp. | | | 2,567 | | | | 43,459 | |
| | | | | | | 2,625,785 | |
Mining — 0.2% | | | | | | | | |
Arconic Corp.* | | | 16,924 | | | | 376,559 | |
Astec Industries, Inc. | | | 3,361 | | | | 177,192 | |
Century Aluminum Co.* | | | 18,637 | | | | 183,947 | |
| | | | | | | 737,698 | |
Miscellaneous Manufacturing — 1.2% |
Axon Enterprise, Inc.* | | | 11,494 | | | | 984,806 | |
EnPro Industries, Inc. | | | 4,961 | | | | 290,318 | |
ESCO Technologies, Inc. | | | 8,363 | | | | 752,001 | |
Fabrinet* | | | 10,223 | | | | 713,361 | |
John Bean Technologies Corp. | | | 2,493 | | | | 255,557 | |
Materion Corp. | | | 2,877 | | | | 157,055 | |
Myers Industries, Inc. | | | 2,441 | | | | 37,347 | |
Proto Labs, Inc.* | | | 1,026 | | | | 150,822 | |
Raven Industries, Inc.* | | | 26,709 | | | | 663,719 | |
Standex International Corp. | | | 1,485 | | | | 85,892 | |
Sturm Ruger & Co., Inc. | | | 968 | | | | 68,593 | |
Trinseo SA | | | 12,949 | | | | 322,560 | |
| | | | | | | 4,482,031 | |
Office Furnishings — 0.0% | | | | | | | | |
Interface, Inc. | | | 4,524 | | | | 34,201 | |
Office/Business Equipment — 0.0% |
Pitney Bowes, Inc. | | | 19,620 | | | | 107,714 | |
Oil & Gas — 0.8% | | | | | | | | |
Archrock, Inc. | | | 9,436 | | | | 61,900 | |
Evolution Petroleum Corp. | | | 72,213 | | | | 197,142 | |
Helmerich & Payne, Inc. | | | 3,298 | | | | 54,351 | |
HollyFrontier Corp. | | | 24,475 | | | | 584,218 | |
Matador Resources Co.* | | | 11,463 | | | | 111,535 | |
Murphy USA, Inc.* | | | 3,972 | | | | 535,664 | |
Par Pacific Holdings, Inc.* | | | 10,090 | | | | 87,581 | |
| | Number of Shares | | | Value | |
Oil & Gas — (Continued) |
Patterson-UTI Energy, Inc. | | | 40,974 | | | $ | 157,750 | |
PDC Energy, Inc.* | | | 21,646 | | | | 327,720 | |
QEP Resources, Inc.* | | | 29,032 | | | | 37,742 | |
Range Resources Corp.* | | | 29,237 | | | | 218,108 | |
Southwestern Energy Co.* | | | 112,602 | | | | 313,034 | |
Talos Energy, Inc.* | | | 1,030 | | | | 7,735 | |
| | | | | | | 2,694,480 | |
Oil & Gas Services — 0.5% | | | | | | | | |
Core Laboratories NV | | | 5,781 | | | | 120,996 | |
DMC Global, Inc.* | | | 29,444 | | | | 1,043,201 | |
Dril-Quip, Inc.* | | | 3,179 | | | | 105,320 | |
Helix Energy Solutions Group, Inc.* | | | 7,294 | | | | 26,112 | |
Oceaneering International, Inc.* | | | 13,540 | | | | 72,981 | |
Profire Energy, Inc.* | | | 439,640 | | | | 324,147 | |
RPC, Inc. | | | 24,639 | | | | 77,120 | |
US Silica Holdings, Inc.* | | | 8,433 | | | | 37,611 | |
| | | | | | | 1,807,488 | |
Packaging & Containers — 0.1% |
Matthews International Corp., Class A | | | 5,499 | | | | 120,428 | |
TriMas Corp.* | | | 13,741 | | | | 347,373 | |
| | | | | | | 467,801 | |
Pharmaceuticals — 3.2% | | | | | | | | |
AdaptHealth Corp.* | | | 26,608 | | | | 564,888 | |
Aeglea BioTherapeutics, Inc.* | | | 15,646 | | | | 113,825 | |
Amphastar Pharmaceuticals, Inc.* | | | 3,464 | | | | 70,596 | |
Anika Therapeutics, Inc.* | | | 831 | | | | 31,852 | |
Axsome Therapeutics, Inc.* | | | 7,814 | | | | 572,844 | |
Covetrus, Inc.* | | | 1,540 | | | | 35,282 | |
Cytokinetics, Inc.* | | | 97,531 | | | | 2,336,843 | |
Enanta Pharmaceuticals, Inc.* | | | 4,093 | | | | 213,614 | |
Global Blood Therapeutics, Inc.* | | | 8,768 | | | | 550,455 | |
MERUS NV* | | | 36,217 | | | | 437,139 | |
Momenta Pharmaceuticals, Inc.* | | | 8,455 | | | | 441,097 | |
MyoKardia, Inc.* | | | 16,471 | | | | 1,802,586 | |
Neogen Corp.* | | | 2,310 | | | | 176,022 | |
Odonate Therapeutics, Inc.* | | | 38,310 | | | | 618,707 | |
Owens & Minor, Inc. | | | 3,772 | | | | 62,540 | |
Premier, Inc., Class A | | | 55,476 | | | | 1,816,839 | |
Revance Therapeutics, Inc.* | | | 35,187 | | | | 1,028,516 | |
scPharmaceuticals, Inc.* | | | 24,454 | | | | 209,326 | |
TG Therapeutics, Inc.* | | | 20,703 | | | | 513,538 | |
Vanda Pharmaceuticals, Inc.* | | | 7,121 | | | | 73,275 | |
| | | | | | | 11,669,784 | |
Real Estate — 0.4% | | | | | | | | |
Cushman & Wakefield PLC* | | | 32,643 | | | | 378,985 | |
Marcus & Millichap, Inc.* | | | 9,615 | | | | 271,239 | |
Newmark Group, Inc., Class A | | | 27,808 | | | | 123,190 | |
The accompanying notes are an integral part of the financial statements.
10
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Real Estate — (Continued) |
Realogy Holdings Corp.* | | | 7,502 | | | $ | 83,122 | |
Redfin Corp.* | | | 10,713 | | | | 509,617 | |
| | | | | | | 1,366,153 | |
REITS — 2.8% | | | | | | | | |
Agree Realty Corp. | | | 1,641 | | | | 109,816 | |
Alexander & Baldwin, Inc.* | | | 11,176 | | | | 135,341 | |
Alpine Income Property Trust, Inc. | | | 88,024 | | | | 1,277,228 | |
Apollo Commercial Real Estate Finance, Inc. | | | 44,054 | | | | 393,843 | |
Armada Hoffler Properties, Inc. | | | 8,937 | | | | 90,264 | |
ARMOUR Residential REIT, Inc. | | | 7,185 | | | | 69,623 | |
CareTrust REIT, Inc. | | | 3,664 | | | | 70,972 | |
Chatham Lodging Trust* | | | 17,141 | | | | 118,616 | |
Community Healthcare Trust, Inc. | | | 2,769 | | | | 129,312 | |
CoreCivic, Inc.* | | | 11,207 | | | | 104,337 | |
CoreSite Realty Corp. | | | 1,355 | | | | 165,920 | |
DiamondRock Hospitality Co.* | | | 20,332 | | | | 107,760 | |
Diversified Healthcare Trust | | | 12,527 | | | | 47,603 | |
EastGroup Properties, Inc. | | | 2,590 | | | | 344,884 | |
Franklin Street Properties Corp. | | | 3,775 | | | | 16,723 | |
Getty Realty Corp. | | | 5,173 | | | | 151,517 | |
Global Medical REIT, Inc. | | | 134,830 | | | | 1,724,476 | |
Granite Point Mortgage Trust, Inc. | | | 15,285 | | | | 101,492 | |
Great Ajax Corp. | | | 118,760 | | | | 1,083,092 | |
Healthcare Realty Trust, Inc. | | | 2,820 | | | | 81,357 | |
Investors Real Estate Trust | | | 1,467 | | | | 104,304 | |
Kite Realty Group Trust | | | 13,773 | | | | 154,808 | |
KKR Real Estate Finance Trust, Inc. | | | 9,611 | | | | 174,920 | |
Lexington Realty Trust | | | 12,112 | | | | 137,713 | |
LTC Properties, Inc. | | | 1,083 | | | | 39,519 | |
Medical Properties Trust, Inc. | | | 5,867 | | | | 109,009 | |
New York Mortgage Trust, Inc. | | | 183,589 | | | | 484,675 | |
NexPoint Residential Trust, Inc. | | | 2,319 | | | | 96,007 | |
Office Properties Income Trust | | | 475 | | | | 11,324 | |
PennyMac Mortgage Investment Trust | | | 24,404 | | | | 418,285 | |
PS Business Parks, Inc. | | | 1,242 | | | | 156,740 | |
Ready Capital Corp. | | | 6,588 | | | | 67,395 | |
Redwood Trust, Inc. | | | 77,920 | | | | 539,986 | |
Retail Opportunity Investments Corp.* | | | 28,261 | | | | 314,545 | |
Retail Properties of America, Inc.* | | | 29,458 | | | | 185,880 | |
RPT Realty* | | | 10,552 | | | | 61,835 | |
Saul Centers, Inc. | | | 853 | | | | 23,901 | |
SITE Centers Corp. | | | 18,548 | | | | 139,295 | |
Summit Hotel Properties, Inc.* | | | 7,244 | | | | 42,667 | |
Tanger Factory Outlet Centers, Inc. | | | 10,208 | | | | 58,083 | |
Uniti Group, Inc. | | | 8,019 | | | | 78,747 | |
| | Number of Shares | | | Value | |
REITS — (Continued) |
Universal Health Realty Income Trust | | | 3,469 | | | $ | 231,452 | |
Xenia Hotels & Resorts, Inc.* | | | 3,574 | | | | 32,094 | |
| | | | | | | 9,987,360 | |
Retail — 6.5% | | | | | | | | |
Asbury Automotive Group, Inc.* | | | 2,463 | | | | 260,561 | |
At Home Group, Inc.* | | | 61,112 | | | | 1,167,850 | |
Big Lots, Inc. | | | 7,174 | | | | 338,254 | |
BJ’s Restaurants, Inc.* | | | 7,047 | | | | 222,121 | |
BJ’s Wholesale Club Holdings, Inc.* | | | 47,977 | | | | 2,130,659 | |
Bloomin’ Brands, Inc.* | | | 20,453 | | | | 293,296 | |
BMC Stock Holdings, Inc.* | | | 28,222 | | | | 1,126,622 | |
Boot Barn Holdings, Inc.* | | | 5,509 | | | | 155,519 | |
Buckle, Inc., (The) | | | 2,951 | | | | 55,302 | |
Cannae Holdings, Inc.* | | | 52,132 | | | | 1,966,940 | |
Casey’s General Stores, Inc. | | | 1,888 | | | | 335,781 | |
Designer Brands, Inc., Class A* | | | 1,741 | | | | 12,274 | |
DineEquity, Inc.* | | | 1,134 | | | | 67,541 | |
El Pollo Loco Holdings, Inc.* | | | 44,352 | | | | 792,570 | |
FirstCash, Inc. | | | 2,930 | | | | 175,067 | |
Five Below, Inc.* | | | 3,696 | | | | 404,527 | |
Foundation Building Materials, Inc.* | | | 7,247 | | | | 117,619 | |
Freshpet, Inc.* | | | 10,836 | | | | 1,230,970 | |
GameStop Corp., Class A* | | | 29,252 | | | | 195,403 | |
GMS, Inc.* | | | 12,369 | | | | 327,655 | |
Group 1 Automotive, Inc.* | | | 2,270 | | | | 196,219 | |
GrowGeneration Corp.* | | | 91,822 | | | | 1,465,020 | |
Guess?, Inc. | | | 12,246 | | | | 140,829 | |
Hibbett Sports, Inc.* | | | 1,413 | | | | 47,152 | |
J. Alexander’s Holdings, Inc.* | | | 44,156 | | | | 180,598 | |
Lithia Motors, Inc., Class A | | | 382 | | | | 95,103 | |
Lovesac Co., (The)* | | | 33,553 | | | | 888,148 | |
MarineMax, Inc.* | | | 16,721 | | | | 491,765 | |
Michaels Cos., Inc., (The)* | | | 6,050 | | | | 68,062 | |
MSC Industrial Direct Co, Inc., Class A | | | 9,361 | | | | 616,890 | |
Ollie’s Bargain Outlet Holdings, Inc.* | | | 4,601 | | | | 439,580 | |
Papa John’s International, Inc. | | | 2,950 | | | | 289,955 | |
PriceSmart, Inc. | | | 1,079 | | | | 70,944 | |
RH* | | | 2,399 | | | | 792,989 | |
Shoe Carnival, Inc. | | | 32,852 | | | | 1,080,174 | |
Signet Jewelers Ltd.* | | | 5,100 | | | | 88,077 | |
Sonic Automotive, Inc., Class A | | | 37,170 | | | | 1,570,804 | |
Sportsman’s Warehouse Holdings, Inc.* | | | 61,881 | | | | 971,222 | |
Texas Roadhouse, Inc.* | | | 11,444 | | | | 720,858 | |
Vroom, Inc.* | | | 7,036 | | | | 482,881 | |
Waitr Holdings, Inc.* | | | 116,985 | | | | 471,450 | |
Wingstop, Inc. | | | 2,430 | | | | 397,062 | |
The accompanying notes are an integral part of the financial statements.
11
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Retail — (Continued) |
World Fuel Services Corp. | | | 18,749 | | | $ | 494,974 | |
Zumiez, Inc.* | | | 3,678 | | | | 94,451 | |
| | | | | | | 23,531,738 | |
Savings & Loans — 0.8% | | | | | | | | |
Axos Financial, Inc.* | | | 3,461 | | | | 85,763 | |
Banc of California, Inc. | | | 9,981 | | | | 109,691 | |
Berkshire Hills Bancorp, Inc. | | | 8,038 | | | | 73,789 | |
Brookline Bancorp, Inc. | | | 856 | | | | 8,218 | |
Dime Community Bancshares, Inc. | | | 3,884 | | | | 50,104 | |
Eagle Bancorp Montana, Inc. | | | 45,430 | | | | 800,931 | |
FS Bancorp, Inc. | | | 33,352 | | | | 1,321,406 | |
Northfield Bancorp, Inc. | | | 1,956 | | | | 18,895 | |
Pacific Premier Bancorp, Inc. | | | 8,033 | | | | 181,465 | |
Provident Financial Services, Inc. | | | 7,326 | | | | 96,557 | |
| | | | | | | 2,746,819 | |
Semiconductors — 5.1% | | | | | | | | |
Advanced Energy Industries, Inc.* | | | 2,466 | | | | 182,780 | |
AXT, Inc.* | | | 364,652 | | | | 2,056,637 | |
Bloom Energy Corp.* | | | 55,376 | | | | 867,188 | |
Brooks Automation, Inc. | | | 13,098 | | | | 676,250 | |
Cabot Microelectronics Corp. | | | 1,581 | | | | 240,770 | |
Cirrus Logic, Inc.* | | | 3,525 | | | | 213,580 | |
Cohu, Inc.* | | | 121,240 | | | | 2,085,328 | |
FormFactor, Inc.* | | | 45,168 | | | | 1,180,240 | |
Inphi Corp.* | | | 9,370 | | | | 1,067,993 | |
inTEST Corp.* | | | 113,300 | | | | 557,436 | |
Kulicke & Soffa Industries, Inc. | | | 6,419 | | | | 153,928 | |
Lattice Semiconductor Corp.* | | | 24,407 | | | | 698,040 | |
MKS Instruments, Inc. | | | 1,371 | | | | 163,876 | |
Monolithic Power Systems, Inc. | | | 1,952 | | | | 521,438 | |
Onto Innovation, Inc.* | | | 3,032 | | | | 94,720 | |
Photronics, Inc.* | | | 7,595 | | | | 76,178 | |
Power Integrations, Inc. | | | 6,328 | | | | 354,178 | |
Semtech Corp.* | | | 15,102 | | | | 885,732 | |
Silicon Laboratories, Inc.* | | | 5,372 | | | | 550,146 | |
SiTime Corp.* | | | 38,170 | | | | 2,514,640 | |
Ultra Clean Holdings, Inc.* | | | 129,395 | | | | 3,172,765 | |
Veeco Instruments, Inc.* | | | 3,472 | | | | 41,282 | |
| | | | | | | 18,355,125 | |
Software — 6.1% | | | | | | | | |
1Life Healthcare, Inc.* | | | 13,800 | | | | 402,546 | |
8x8, Inc.* | | | 4,085 | | | | 68,955 | |
ACI Worldwide, Inc.* | | | 29,129 | | | | 855,810 | |
Appfolio, Inc.* | | | 2,924 | | | | 491,320 | |
Appian Corp.* | | | 8,599 | | | | 526,603 | |
Asure Software, Inc.* | | | 265,392 | | | | 1,786,088 | |
Avalara, Inc.* | | | 1,899 | | | | 251,447 | |
Avaya Holdings Corp.* | | | 69,150 | | | | 1,073,208 | |
Blackbaud, Inc.* | | | 1,749 | | | | 111,674 | |
| | Number of Shares | | | Value | |
Software — (Continued) |
Blackline, Inc.* | | | 8,012 | | | $ | 700,008 | |
Bottomline Technologies de, Inc.* | | | 2,442 | | | | 116,312 | |
CDK Global, Inc. | | | 25,839 | | | | 1,204,614 | |
Cogent Communications Holdings, Inc. | | | 1,297 | | | | 87,236 | |
Computer Programs & Systems, Inc. | | | 29,464 | | | | 806,135 | |
CSG Systems International, Inc. | | | 2,981 | | | | 126,901 | |
Digital Turbine, Inc.* | | | 46,288 | | | | 1,119,707 | |
Domo, Inc., Class B* | | | 21,166 | | | | 861,879 | |
Ebix, Inc. | | | 5,151 | | | | 118,834 | |
Elastic NV* | | | 4,282 | | | | 464,939 | |
Everbridge, Inc.* | | | 6,210 | | | | 922,868 | |
Five9, Inc.* | | | 10,330 | | | | 1,316,455 | |
IBEX Ltd.* | | | 14,943 | | | | 238,939 | |
InnerWorkings, Inc.* | | | 248,470 | | | | 705,655 | |
Intelligent Systems Corp.* | | | 14,492 | | | | 544,754 | |
LivePerson, Inc.* | | | 13,964 | | | | 833,092 | |
ManTech International Corp., Class A | | | 2,301 | | | | 172,230 | |
Model N, Inc.* | | | 15,693 | | | | 617,049 | |
Omnicell, Inc.* | | | 9,784 | | | | 652,397 | |
Ontrak, Inc.* | | | 6,181 | | | | 450,904 | |
Phreesia, Inc.* | | | 19,781 | | | | 623,893 | |
Progress Software Corp. | | | 5,306 | | | | 201,044 | |
Schrodinger, Inc.* | | | 12,941 | | | | 782,413 | |
Smith Micro Software, Inc.* | | | 92,350 | | | | 354,624 | |
SVMK, Inc.* | | | 30,129 | | | | 749,911 | |
Take-Two Interactive Software, Inc.* | | | 3,504 | | | | 599,850 | |
Workiva, Inc.* | | | 11,267 | | | | 664,753 | |
Zovio, Inc.* | | | 99,473 | | | | 429,723 | |
| | | | | | | 22,034,770 | |
Telecommunications — 0.9% | | | | | | | | |
ATN International, Inc. | | | 995 | | | | 57,710 | |
Cincinnati Bell, Inc.* | | | 2,642 | | | | 39,789 | |
Iridium Communications, Inc.* | | | 9,628 | | | | 269,680 | |
LogMeIn, Inc.* | | | 1,382 | | | | 118,907 | |
NetGear, Inc.* | | | 2,616 | | | | 87,244 | |
One Stop Systems, Inc.* | | | 197,682 | | | | 502,112 | |
ORBCOMM, Inc.* | | | 97,210 | | | | 389,812 | |
Pagerduty, Inc.* | | | 15,151 | | | | 494,983 | |
Shenandoah Telecommunications Co. | | | 451 | | | | 24,940 | |
Viavi Solutions, Inc.* | | | 23,640 | | | | 315,240 | |
Vonage Holdings Corp.* | | | 68,331 | | | | 782,390 | |
| | | | | | | 3,082,807 | |
Textiles — 0.6% | | | | | | | | |
UniFirst Corp. | | | 11,195 | | | | 2,156,381 | |
The accompanying notes are an integral part of the financial statements.
12
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (CONCLUDED)
August 31, 2020
| | Number of Shares | | | Value | |
Transportation — 2.6% | | | | | | | | |
Air Transport Services Group, Inc.* | | | 116,764 | | | $ | 2,968,141 | |
ArcBest Corp. | | | 22,821 | | | | 771,806 | |
Bristow Group, Inc.* | | | 615 | | | | 11,630 | |
CryoPort, Inc.* | | | 20,593 | | | | 1,142,500 | |
Echo Global Logistics, Inc.* | | | 21,692 | | | | 592,625 | |
Forward Air Corp. | | | 9,439 | | | | 556,807 | |
Heartland Express, Inc. | | | 3,583 | | | | 74,114 | |
Knight-Swift Transportation Holdings, Inc. | | | 1,873 | | | | 85,147 | |
Marten Transport Ltd. | | | 61,802 | | | | 1,122,315 | |
PAM Transportation Services, Inc.* | | | 27,579 | | | | 1,006,633 | |
Saia, Inc.* | | | 8,526 | | | | 1,144,189 | |
| | | | | | | 9,475,907 | |
Water — 0.1% | | | | | | | | |
American States Water Co. | | | 1,758 | | | | 133,749 | |
California Water Service Group | | | 1,969 | | | | 89,274 | |
| | | | | | | 223,023 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $243,626,857) | | | | | | | 330,583,612 | |
| | | | | | | | |
PREFERRED STOCKS — 0.0% | | | | | | | | |
Distribution/Wholesale — 0.0% | | | | | | | | |
WESCO International, Inc.* | | | 984 | | | | 27,326 | |
TOTAL PREFERRED STOCKS | | | | | | | | |
(Cost $26,125) | | | | | | | 27,326 | |
| | | | | | | | |
| | Number of Shares | | | Value | |
SHORT-TERM INVESTMENTS — 7.7% |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 27,812,657 | | | $ | 27,812,657 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $27,812,657) | | | | | | | 27,812,657 | |
TOTAL INVESTMENTS — 99.2% | | | | | | | | |
(Cost $271,465,639) | | | | | | | 358,423,595 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.8% | | | | | | | 3,018,607 | |
NET ASSETS — 100.0% | | | | | | $ | 361,442,202 | |
* Non-income producing security.
(a) | The rate shown is as of August 31, 2020. |
ADR | American Depositary Receipt |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
The accompanying notes are an integral part of the financial statements.
13
ADARA SMALLER COMPANIES FUND
STATEMENT of Assets and Liabilities
August 31, 2020
ASSETS | | | | |
Investments, at value (cost $243,652,982) | | $ | 330,610,938 | |
Short-term investments, at value (cost $27,812,657) | | | 27,812,657 | |
Receivables for: | | | | |
Investments sold | | | 5,566,284 | |
Capital shares sold | | | 137,489 | |
Dividends | | | 7,291 | |
Prepaid expenses and other assets | | | 34,809 | |
Total assets | | | 364,169,468 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Investments purchased | | | 2,428,631 | |
Sub-advisory fees | | | 204,638 | |
Capital shares redeemed | | | 707 | |
Other accrued expenses and liabilities | | | 93,290 | |
Total liabilities | | | 2,727,266 | |
Net assets | | $ | 361,442,202 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 26,333 | |
Paid-in capital | | | 282,160,377 | |
Total distributable earnings/(loss) | | | 79,255,492 | |
Net assets | | $ | 361,442,202 | |
| | | | |
CAPITAL SHARES: | | | | |
Net Assets | | $ | 361,442,202 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 26,333,222 | |
Net asset value, offering and redemption price per share | | $ | 13.73 | |
The accompanying notes are an integral part of the financial statements.
14
ADARA SMALLER COMPANIES FUND
Statement of Operations
FOR THE Year ENDED August 31, 2020
INVESTMENT INCOME | | | | |
Dividends (net of foreign taxes withheld of $7,428) | | $ | 2,511,246 | |
Total investment income | | | 2,511,246 | |
| | | | |
EXPENSES | | | | |
Sub-advisory fees (Note 2) | | | 2,257,717 | |
Administration and accounting services fees (Note 2) | | | 139,916 | |
Custodian fees (Note 2) | | | 52,266 | |
Legal fees | | | 44,737 | |
Transfer agent fees (Note 2) | | | 39,323 | |
Director fees | | | 34,324 | |
Officer fees | | | 34,123 | |
Registration and filing fees | | | 25,754 | |
Audit and tax service fees | | | 20,855 | |
Printing and shareholder reporting fees | | | 9,167 | |
Other expenses | | | 82,605 | |
Total expenses | | | 2,740,787 | |
Net investment income/(loss) | | | (229,541 | ) |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments | | | 6,307,080 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 28,965,105 | |
Net realized and unrealized gain/(loss) on investments | | | 35,272,185 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 35,042,644 | |
The accompanying notes are an integral part of the financial statements.
15
ADARA SMALLER COMPANIES FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | (229,541 | ) | | $ | (225,922 | ) |
Net realized gain/(loss) from investments | | | 6,307,080 | | | | 4,988,025 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 28,965,105 | | | | (46,405,937 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 35,042,644 | | | | (41,643,834 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (11,162,154 | ) | | | (38,776,479 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (11,162,154 | ) | | | (38,776,479 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 63,211,072 | | | | 26,867,823 | |
Reinvestment of distributions | | | 9,841,826 | | | | 34,269,675 | |
Shares redeemed | | | (27,350,514 | ) | | | (38,209,914 | ) |
Net increase/(decrease) in net assets resulting from capital share transactions | | | 45,702,384 | | | | 22,927,584 | |
Total increase/(decrease) in net assets | | | 69,582,874 | | | | (57,492,729 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 291,859,328 | | | | 349,352,057 | |
End of period | | $ | 361,442,202 | | | $ | 291,859,328 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 5,655,888 | | | | 2,069,021 | |
Shares reinvested | | | 755,321 | | | | 2,836,894 | |
Shares redeemed | | | (2,715,130 | ) | | | (3,114,162 | ) |
Net increase/(decrease) in shares | | | 3,696,079 | | | | 1,791,753 | |
The accompanying notes are an integral part of the financial statements.
16
ADARA SMALLER COMPANIES FUND
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Year Ended August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 12.89 | | | $ | 16.76 | | | $ | 12.94 | | | $ | 11.20 | | | $ | 10.59 | |
Net investment income/(loss)(1) | | | (0.01 | ) | | | (0.01 | ) | | | (0.01 | ) | | | (0.02 | ) | | | (0.03 | ) |
Net realized and unrealized gain/(loss) from investments | | | 1.33 | | | | (1.99 | ) | | | 4.36 | | | | 1.76 | | | | 0.64 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.32 | | | | (2.00 | ) | | | 4.35 | | | | 1.74 | | | | 0.61 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized capital gains | | | (0.48 | ) | | | (1.87 | ) | | | (0.53 | ) | | | — | | | | — | (2) |
Total dividends and distributions to shareholders | | | (0.48 | ) | | | (1.87 | ) | | | (0.53 | ) | | | — | | | | — | |
Net asset value, end of period | | $ | 13.73 | | | $ | 12.89 | | | $ | 16.76 | | | $ | 12.94 | | | $ | 11.20 | |
Total investment return/(loss)(3) | | | 10.47 | % | | | (11.16 | )% | | | 34.54 | % | | | 15.54 | % | | | 5.76 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 361,442 | | | $ | 291,859 | | | $ | 349,352 | | | $ | 262,480 | | | $ | 225,101 | |
Ratio of expenses to average net assets | | | 0.90 | % | | | 0.93 | % | | | 0.90 | % | | | 0.92 | % | | | 1.15 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.08 | )% | | | (0.08 | )% | | | (0.07 | )% | | | (0.15 | )% | | | (0.26 | )% |
Portfolio turnover rate | | | 101 | % | | | 80 | % | | | 86 | % | | | 88 | % | | | 101 | % |
(1) | Calculated based on average shares outstanding for the period. |
(2) | Amount represents less than $0.005 per share. |
(3) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
The accompanying notes are an integral part of the financial statements.
17
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 2020
1. Organization and Significant Accounting Policies
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Adara Smaller Companies Fund (the “Fund”), which commenced investment operations on October 21, 2014.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The Fund’s investment objective seeks capital appreciation.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies”.
The end of the reporting period for the Fund is August 31, 2020, and the period covered by these Notes to Financial Statements is for the fiscal period ended August 31, 2020 (the “current fiscal period”).
PORTFOLIO VALUATION – The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Foreign securities are valued based on prices from the primary market in which they are traded, and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies, if any, are valued based on the NAV of those investment companies (which may use fair value pricing as disclosed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
FAIR VALUE MEASUREMENTS – The inputs and valuation techniques used to measure the fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 — | Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 — | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| ● Level 3 — | Prices are determined using significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
18
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Common Stocks | | $ | 330,583,612 | | | $ | 330,583,612 | | | $ | — | | | $ | — | |
Preferred Stocks | | | 27,326 | | | | 27,326 | | | | — | | | | — | |
Short-Term Investments | | | 27,812,657 | | | | 27,812,657 | | | | — | | | | — | |
Total Investments* | | $ | 358,423,595 | | | $ | 358,423,595 | | | $ | — | | | $ | — | |
* | Please refer to the Portfolio of Investments for further details. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers are disclosed if the Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Fund had no Level 3 transfers.
REITS — The Fund has made certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon available funds from operations. It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in its annual distributions to shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund’s
19
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — Dividends from net investment income and distributions from net realized capital gains (including net short-term capital gains), if any, are declared and paid at least annually to shareholders recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. TAX STATUS — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
CORONAVIRUS (COVID-19) PANDEMIC — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
OTHER — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
2. Investment Adviser and Other Services
Altair Advisers, LLC (“Altair” or the “Adviser”) serves as the investment adviser to the Fund. Aperio Group, LLC, Driehaus Capital Management, LLC, Pacific Ridge Capital Partners, LLC, Pier Capital, LLC and River Road Asset Management, LLC each serve as an investment sub-adviser (“Sub-Adviser”) to the Fund. Effective December 31, 2019, Granite Investment Partners, LLC no longer serves as a sub-adviser to the Fund.
The Fund is managed by the Adviser and one or more Sub-Advisers unaffiliated with the Adviser. The Adviser also has the ultimate responsibility to oversee the Sub-Advisers, and to recommend their hiring, termination and replacement, subject to approval by the Board. The Adviser has an investment team that is jointly responsible for the day-to-day management of the Fund. The Sub-Advisers provide investment advisory services to the portion of the Fund’s portfolio allocated to them by the Adviser. The Adviser and the Fund have entered into sub-advisory agreements with the Sub-Advisers to manage the Fund, subject to supervision of the Adviser and the Board, and in accordance with the investment objective and restrictions of the Fund. The Fund compensates the Sub-Advisers for their services at an annual rate based on the Fund’s average daily net assets, (the “Sub-Advisory Fee”), not to exceed 1.00%, payable on a monthly basis in arrears.
During the current fiscal period, collectively, sub-advisory fees accrued were $2,257,717, or the rate of 0.75%.
20
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
The Fund is currently only available to clients of the Adviser and to other investors at the Fund’s discretion. The Adviser does not receive a separate management fee from the Fund. However, pursuant to the Fund’s investment advisory agreement with the Adviser, the Adviser is entitled to receive reimbursement for out-of-pocket expenses it incurs in connection with its compliance monitoring of Fund trading, up to 0.01% of the Fund’s average daily net assets. During the current fiscal period, the Adviser received $21,010.
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Fund. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Fund’s transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s distributor.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Statement of Operations.
3. Director and Officer Compensation
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund or the Company. For Director and Officer compensation amounts, please refer to the Statement of Operations.
4. Purchases and Sales of Investment Securities
During the current fiscal period, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
PURCHASES | SALES |
$309,675,602 | $286,947,482 |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. Federal Income Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
21
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the Fund were as follows:
FEDERAL TAX COST | UNREALIZED APPRECIATION | UNREALIZED (DEPRECIATION) | Net Unrealized Appreciation/ (Depreciation) |
$275,401,252 | $106,431,837 | $(23,409,494) | $83,022,343 |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Permanent differences as of August 31, 2020, primarily attributable to current year write-off of Passive Foreign Investment Company (PFIC) sales and distributions, were reclassified among the following accounts:
Distributable earnings/(loss) | PAID-IN CAPITAL |
$106,846 | $(106,846) |
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
UNDISTRIBUTED ORDINARY INCOME | UNDISTRIBUTED LONG-TERM CAPITAL GAINS | CAPITAL LOSS CARRYFORWARDS | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | QUALIFIED LATE-YEAR LOSSES |
$— | $— | $(3,603,734) | $83,022,343 | $(163,117) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes. Short-term and foreign currency gains, if applicable, are reported as ordinary income for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:
| | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | |
2020 | | $ | — | | | $ | 11,162,154 | | | $ | 11,162,154 | |
2019 | | | 11,724,339 | | | | 27,052,140 | | | | 38,776,479 | |
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and August 31 and late year ordinary losses ((i) ordinary losses between January 1 and August 31, and (ii) specified ordinary and currency losses between November 1 and August 31) as occurring on the first day of the following tax year. For the fiscal year ended August 31, 2020, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2020. The Fund deferred qualified late-year losses of $163,117 which will be treated as arising on the first business day of the following fiscal year.
22
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
August 31, 2020
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2020, the Fund had capital loss carryforwards of $3,603,734.
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Fund’s financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
7. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.
23
ADARA SMALLER COMPANIES FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of The RBB Fund, Inc. and Shareholders of Adara Smaller Companies Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Adara Smaller Companies Fund (the “Fund”), a separately managed portfolio of The RBB Fund, Inc., as of August 31, 2020, the related statement of operations for the year ended August 31, 2020, the statement of changes in net assets for each of the two years in the period ended August 31, 2020, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2020 (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 August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended August 31, 2020 and the financial highlights for each of the five years in the period ended August 31, 2020 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 laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks 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 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. Our procedures included confirmation of securities owned as of August 31, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Philadelphia, Pennsylvania
October 27, 2020
We have served as the auditor of one or more Altair Advisers, LLC investment companies since 2015.
24
ADARA SMALLER COMPANIES FUND
SHAREHOLDER TAX INFORMATION (UNAUDITED)
Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable period ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2020. During the fiscal year ended August 31, 2020, the following dividends and distributions were paid by the Fund:
Ordinary Income | Long-Term Gains |
$— | $11,162,154 |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Under the Jobs and Growth Tax relief Reconciliation Act of 2003 the following percentages of ordinary dividends paid during the fiscal year ended August 31, 2020 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
Adara Smaller Companies Fund | 0% |
The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for the Fund is as follows:
Adara Smaller Companies Fund | 0% |
The percentage of ordinary income distributions designated as qualified short-term gains pursuant to the American Job Creation Act of 2004 is as follows:
Adara Smaller Companies Fund | 0% |
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.
In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.
25
ADARA SMALLER COMPANIES FUND
Other Information (Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling (844) 261-6482 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC website at http://www.sec.gov.
Approval of investment advisory agreement
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered (1) the renewal of the investment advisory agreement between Altair and the Company (the “Investment Advisory Agreement”) on behalf of the Fund, and (2) the renewal of the sub-advisory agreements among Altair, the Company and each of Aperio Group, LLC, Driehaus Capital Management, LLC, Pacific Ridge Capital Partners, LLC, Pier Capital, LLC, and River Road Asset Management, LLC (collectively, the “Sub-Advisers”) (together, the “Sub-Advisory Agreements”), at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement and the Sub-Advisory Agreements for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement and the Sub-Advisory Agreements reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement and the Sub-Advisory Agreements, the Board considered information provided by Altair and each of the Sub-Advisers with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement and the Sub-Advisory Agreements between the Company and Altair with respect to the Fund, the Directors took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of services provided to the Fund by Altair and each Sub-Adviser; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) Altair’s and the Sub-Advisers’ investment philosophies and processes; (iv) Altair’s and the Sub-Advisers’ assets under management and client descriptions; (v) Altair’s and the Sub-Advisers’ soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Altair’s and the Sub-Advisers’ advisory fee arrangements and other similarly managed clients, as applicable; (vii) Altair’s and the Sub-Advisers’ compliance procedures; (viii) Altair’s and the Sub-Advisers’ financial information and insurance coverage, as applicable; (ix) the extent to which economies of scale are relevant to the Fund; (x) a report prepared by Broadridge/Lipper comparing the Fund’s management fees and total expense ratio to those of its Lipper Group and comparing the performance of the Fund to the performance of its Lipper Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Altair and each Sub-Adviser. The Directors concluded that Altair and each Sub-Adviser had substantial resources to provide services to the Fund, and that Altair’s and the Sub-Advisers’ services had been acceptable.
The Directors also considered the investment performance of the Fund and considered the Fund’s investment performance in light of its investment objective and investment strategies. The Directors noted that the Fund had outperformed its primary benchmark for the year-to-date, one-year, three-year, and five-year periods ended March 31, 2020. The Directors also considered the Fund’s 1st quintile ranking within its Lipper Performance Group for the two-, three-, four-, and five-year periods ended December 31, 2019.
26
ADARA SMALLER COMPANIES FUND
Other Information (Unaudited) (CONCLUDED)
The Board also considered the advisory fee rate payable by the Fund under the Investment Advisory Agreement and Sub-Advisory Agreements. In this regard, information on the fees paid by the Fund and the Fund’s total operating expense ratio were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that the Fund’s actual advisor fees ranked in the 3rd quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 2nd quintile of its Lipper Expense Group.
The Directors considered that the Fund does not pay a contractual management fee to Altair, but instead reimburses for out-of-pocket expenses in connection with its compliance monitoring of the Fund’s trading, up to 0.01% of the Fund’s average daily net assets. The Directors also considered the fees payable to each Sub-Adviser under the Sub-Advisory Agreements.
After reviewing the information regarding Altair’s and the Sub-Advisers’ costs, profitability and economies of scale, and after considering the services to be provided by Altair and the Sub-Advisers, the Directors concluded that the investment advisory fees to be paid by the Fund to Altair and the sub-advisory fees to be paid to each Sub-Adviser were fair and reasonable and that the Investment Advisory Agreement and Sub-Advisory Agreements should be approved and continued for an additional one-year period ending August 16, 2021.
27
ADARA SMALLER COMPANIES FUND
Company Management (Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (844) 261-6482.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
28
ADARA SMALLER COMPANIES FUND
Company Management (Unaudited) (continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72
| Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company) Ameriprise Financial, Inc. (financial services company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
29
ADARA SMALLER COMPANIES FUND
Company Management (Unaudited) (continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present 1991 to present | Since 2002, Senior Director - Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59
| Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
30
ADARA SMALLER COMPANIES FUND
Company Management (Unaudited) (continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
31
ADARA SMALLER COMPANIES FUND
Company Management (Unaudited) (CONCLUDED)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the past five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
32
ADARA SMALLER COMPANIES FUND
PRIVACY NOTICE (Unaudited)
FACTS | WHAT DOES THE ADARA SMALLER COMPANIES FUND DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Adara Smaller Companies Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your information | Does the Adara Smaller Companies Fund share? | Can you limit this sharing? |
For our everyday business purpose — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | Yes | No |
For affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call 1-844-261-6482 |
33
ADARA SMALLER COMPANIES FUND
PRIVACY NOTICE (Unaudited)
What we do | |
How does the Adara Smaller Companies Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Adara Smaller Companies Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes — information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Altair Advisers, LLC, the investment adviser to the Adara Smaller Companies Fund. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● Adara Smaller Companies Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● Adara Smaller Companies Fund may share your information with other financial institutions with whom they have joint marketing arrangements who may suggest additional fund services or other investments products which may be of interest to you. We do not currently have any joint marketing arrangements with other financial institutions. |
34
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Investment Adviser
Altair Advisers, LLC
303 West Madison Street, Suite 600
Chicago, IL 60606
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square
2001 Market Street, Suite 1800
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
ADA-AR20
AQUARIUS INTERNATIONAL FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-844-261-6482.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-844-261-6482 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
This report is submitted for the general information of the shareholders of the Fund.
It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund.
AQUARIUS INTERNATIONAL FUND
ANNUAL INVESTMENT ADVISER’S REPORT
AUGUST 31, 2020 (UNAUDITED)
Dear Shareholder,
The Aquarius International Fund (the “Fund”) generated a return of 8.61% during the fiscal year ended August 31, 2020, which largely matched the 8.79% return of the benchmark MSCI ACWI ex USA Index during the same period.
The Fund is managed by four underlying sub-advisers: international developed managers Mawer Investment Management Ltd. (“Mawer”) and Setanta Asset Management Limited (“Setanta”), emerging markets manager Driehaus Capital Management LLC (“Driehaus”) and tax-loss harvesting manager Aperio Group, LLC (“Aperio”). During the 2020 fiscal year, returns for the underlying sub-advisers were as follows: Driehaus +23.24%, Mawer +15.63%, Aperio +8.17% and Setanta -2.09%.
Altair continues to believe international equities play an important role in a diversified portfolio. By investing directly in overseas companies, the potential exists to obtain exposure to economies with higher growth or companies trading at more attractive valuations than similar companies in the United States. International equities also can help mitigate certain risks associated with investing only in U.S. companies and the dollar. They also represent an opportunity for U.S. investors to diversify their equity portfolios.
Sincerely,
Altair Advisers LLC
Opinions expressed are those of the Investment Adviser and are subject to change, are not guaranteed and should not be considered investment advice.
Diversification does not assure a profit or protect against a loss in a declining market.
Past performance does not guarantee future results.
The MSCI ACWI ex USA Index captures large and mid cap representation across 22 of 23 Developed Markets (DM) countries (excluding the US) and 26 Emerging Markets (EM) countries*. With 2,375 constituents, the index covers approximately 85% of the global equity opportunity set outside the US.
* | DM countries include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the UK. EM countries include: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. |
It is not possible to invest directly in an index.
Must be preceded or accompanied by a prospectus.
1
AQUARIUS INTERNATIONAL FUND
Annual Report
Performance Data
August 31, 2020 (UNAUDITED)
Comparison of Change in Value of $10,000 Invested in Aquarius International Fund
vs. MSCI ACWI EX USA INDEX
This chart assumes a hypothetical $10,000 initial investment in the Fund made on April 17, 2018 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI ACWI ex USA Index is unmanaged, and does not incur expenses and is not available for investment.
Average Annual Total Returns for the Periods Ended August 31, 2020 | |
| One Year | Since Inception | |
Aquarius International Fund | 8.61% | 0.90%* | |
MSCI AC WORLD INDEX ex USA Gross Index | 8.79% | 0.75%** | |
* | The Fund commenced operations on April 17, 2018. |
** | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling (844) 261-6482.
The Fund’s total annual Fund operating expenses, as stated in the current prospectus dated December 31, 2019, are 0.96% of average daily net assets. This ratio may differ from the actual expenses incurred by the Fund for the period covered by this report.
The Fund invests in common stocks, preferred stocks, warrants to acquire common stocks and securities convertible into common stocks. Portfolio composition is subject to change.
The MSCI ACWI ex USA Index captures large and mid cap representation across 22 of 23 Developed Markets (DM) countries (excluding the US) and 26 Emerging Markets (EM) countries. With 2,375 constituents, the index covers approximately 85% of the global equity opportunity set outside the US.
Investment Considerations
Investing in the Fund involves risk and an investor may lose money. The success of the Fund’s strategy depends on the Adviser’s ability to select Sub-Advisers and each manager’s ability to select investments for the Fund. The Fund may invest in riskier type investments including small, micro-cap and large cap stocks, Initial Public Offerings (IPOs), special situations, foreign markets, emerging markets and illiquid securities all of which may be more volatile and less liquid.
2
AQUARIUS INTERNATIONAL FUND
Fund Expense Example
August 31, 2020 (UNAUDITED)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management 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.
This example is based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, 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 first line 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 second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying 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.
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six Month Total Investment Return |
Actual | $ 1,000.00 | $ 1,080.50 | $ 42.10 | 0.74% | 8.05% |
Hypothetical (5% return before expenses) | 1,000.00 | 966.93 | 39.80 | 0.74 | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio in the table above, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one-half year period. The Fund’s ending account value on the first line in the table is based on the actual six-month total investment return for the Fund. |
3
AQUARIUS INTERNATIONAL FUND
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2020 (UNAUDITED)
The following table presents a summary by security type of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Pharmaceuticals | | | 8.1 | % | | $ | 22,438,235 | |
Internet | | | 6.4 | | | | 17,769,638 | |
Semiconductors | | | 5.5 | | | | 15,336,680 | |
Banks | | | 5.1 | | | | 14,205,116 | |
Insurance | | | 4.6 | | | | 12,930,686 | |
Beverages | | | 4.6 | | | | 12,874,579 | |
Commercial Services | | | 4.1 | | | | 11,542,014 | |
Telecommunications | | | 3.9 | | | | 10,955,201 | |
Chemicals | | | 3.6 | | | | 10,114,652 | |
Oil & Gas | | | 3.3 | | | | 9,082,765 | |
Diversified Financial Services | | | 3.1 | | | | 8,633,679 | |
Food | | | 3.0 | | | | 8,447,744 | |
Software | | | 3.0 | | | | 8,404,961 | |
Retail | | | 2.8 | | | | 7,770,258 | |
Investment Companies | | | 2.3 | | | | 6,452,699 | |
Cosmetics/Personal Care | | | 2.0 | | | | 5,630,119 | |
Machinery-Diversified | | | 1.9 | | | | 5,297,951 | |
Electronics | | | 1.9 | | | | 5,239,796 | |
Building Materials | | | 1.7 | | | | 4,768,330 | |
Healthcare-Products | | | 1.7 | | | | 4,677,388 | |
Apparel | | | 1.6 | | | | 4,427,563 | |
Media | | | 1.3 | | | | 3,696,952 | |
Computers | | | 1.3 | | | | 3,482,820 | |
Distribution/Wholesale | | | 1.1 | | | | 3,161,890 | |
Miscellaneous Manufacturing | | | 1.1 | | | | 3,033,802 | |
Airlines | | | 0.9 | | | | 2,621,240 | |
Lodging | | | 0.9 | | | | 2,576,588 | |
Real Estate | | | 0.9 | | | | 2,534,498 | |
Water | | | 0.8 | | | | 2,162,531 | |
Mining | | | 0.8 | | | | 2,125,876 | |
Electrical Components & Equipment | | | 0.7 | | | | 1,892,399 | |
Auto Manufacturers | | | 0.6 | | | | 1,720,350 | |
Hand/Machine Tools | | | 0.6 | | | | 1,685,225 | |
Food Service | | | 0.5 | | | | 1,455,218 | |
Healthcare-Services | | | 0.5 | | | | 1,422,561 | |
Home Builders | | | 0.5 | | | | 1,402,408 | |
Biotechnology | | | 0.5 | | | | 1,253,327 | |
REITS | | | 0.4 | | | | 1,215,939 | |
Transportation | | | 0.4 | | | | 1,150,637 | |
Iron/Steel | | | 0.4 | | | | 1,131,934 | |
Auto Parts & Equipment | | | 0.3 | | | | 942,661 | |
Agriculture | | | 0.3 | | | | 905,460 | |
Electric | | | 0.3 | | | | 850,005 | |
Household Products/Wares | | | 0.2 | | | | 585,844 | |
Gas | | | 0.2 | | | | 525,055 | |
Leisure Time | | | 0.2 | | | | 523,211 | |
Advertising | | | 0.2 | | | | 501,324 | |
Home Furnishings | | | 0.2 | | | | 436,238 | |
Engineering & Construction | | | 0.2 | | | | 416,768 | |
Machinery-Construction & Mining | | | 0.1 | | | | 326,101 | |
Private Equity | | | 0.1 | | | | 322,937 | |
Toys/Games/Hobbies | | | 0.1 | | | | 234,376 | |
Pipelines | | | 0.1 | | | | 215,620 | |
Oil & Gas Services | | | 0.1 | | | | 198,481 | |
Aerospace/Defense | | | 0.1 | | | | 137,726 | |
Entertainment | | | 0.1 | | | | 137,159 | |
Environmental Control | | | 0.0 | | | | 93,088 | |
Energy-Alternate Sources | | | 0.0 | | | | 74,991 | |
Forest Products & Paper | | | 0.0 | | | | 74,762 | |
Office/Business Equipment | | | 0.0 | | | | 52,322 | |
PREFERRED STOCKS: | | | | | | | | |
Semiconductors | | | 0.4 | | | | 1,222,564 | |
Cosmetics/Personal Care | | | 0.4 | | | | 959,288 | |
Chemicals | | | 0.3 | | | | 841,159 | |
Banks | | | 0.1 | | | | 178,484 | |
Auto Manufacturers | | | 0.0 | | | | 52,334 | |
Electric | | | 0.0 | | | | 37,549 | |
Electronics | | | 0.0 | | | | 37,357 | |
Telecommunications | | | 0.0 | | | | 32,467 | |
EXCHANGE TRADED FUNDS: | | | | | | | | |
Diversified Financial Services | | | 0.1 | | | | 338,372 | |
SHORT-TERM INVESTMENTS | | | 7.3 | | | | 20,344,566 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 631,644 | |
NET ASSETS | | | 100.0 | % | | $ | 278,956,162 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
4
AQUARIUS INTERNATIONAL FUND
PORTFOLIO HOLDINGS SUMMARY TABLE
August 31, 2020 (UNAUDITED)
The following table presents a summary by country of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Australia | | | 2.0 | % | | $ | 5,673,641 | |
Austria | | | 0.1 | | | | 158,404 | |
Belgium | | | 2.5 | | | | 6,878,700 | |
Bermuda | | | 1.7 | | | | 4,682,387 | |
Brazil | | | 0.6 | | | | 1,745,044 | |
Canada | | | 1.5 | | | | 4,099,915 | |
Cayman Islands | | | 9.3 | | | | 25,918,399 | |
Chile | | | 0.2 | | | | 512,614 | |
China | | | 2.6 | | | | 7,129,084 | |
Colombia | | | 0.0 | | | | 41,828 | |
Denmark | | | 1.4 | | | | 4,004,260 | |
Egypt | | | 0.1 | | | | 224,722 | |
Finland | | | 0.8 | | | | 2,322,706 | |
France | | | 5.4 | | | | 14,943,160 | |
Germany | | | 3.8 | | | | 10,536,431 | |
Hong Kong | | | 1.8 | | | | 4,927,478 | |
Hungary | | | 0.1 | | | | 318,126 | |
India | | | 2.7 | | | | 7,466,517 | |
Indonesia | | | 0.2 | | | | 619,419 | |
Ireland | | | 6.3 | | | | 17,703,857 | |
Israel | | | 0.6 | | | | 1,800,288 | |
Italy | | | 1.1 | | | | 3,191,447 | |
Japan | | | 8.8 | | | | 24,554,769 | |
Luxembourg | | | 0.2 | | | | 504,745 | |
Malaysia | | | 0.1 | | | | 198,481 | |
Mexico | | | 0.2 | | | | 538,612 | |
Netherlands | | | 3.8 | | | | 10,611,011 | |
New Zealand | | | 0.0 | | | | 88,932 | |
Norway | | | 0.1 | | | | 407,575 | |
Panama | | | 0.1 | | | | 157,673 | |
Papua New Guinea | | | 0.0 | | | | 76,632 | |
Philippines | | | 0.0 | | | | 77,822 | |
Poland | | | 0.2 | | | | 519,067 | |
Russia | | | 0.4 | | | | 1,088,007 | |
Singapore | | | 0.5 | | | | 1,494,994 | |
South Africa | | | 0.2 | | | | 475,387 | |
South Korea | | | 3.6 | | | | 10,043,748 | |
Spain | | | 0.8 | | | | 2,237,009 | |
Sweden | | | 2.5 | | | | 6,937,889 | |
Switzerland | | | 7.2 | | | | 20,127,865 | |
Taiwan | | | 3.4 | | | | 9,368,650 | |
Thailand | | | 1.2 | | | | 3,470,629 | |
Turkey | | | 0.0 | | | | 30,100 | |
United Kingdom | | | 12.1 | | | | 33,745,467 | |
United States | | | 0.9 | | | | 2,626,887 | |
EXCHANGE TRADED FUNDS: | | | | | | | | |
United States | | | 0.1 | | | | 338,372 | |
PREFERRED STOCKS: | | | | | | | | |
Brazil | | | 0.1 | | | | 208,824 | |
Colombia | | | 0.0 | | | | 39,677 | |
Germany | | | 0.3 | | | | 930,849 | |
South Korea | | | 0.8 | | | | 2,181,852 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
United States | | | 7.3 | | | | 20,344,566 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 631,644 | |
NET ASSETS | | | 100.0 | % | | $ | 278,956,162 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
5
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments
August 31, 2020
| | Number of Shares | | | Value | |
COMMON STOCKS — 91.2% | | | | | | | | |
Advertising — 0.2% | | | | | | | | |
Dentsu, Inc. | | | 1,800 | | | $ | 47,202 | |
Publicis Groupe SA | | | 2,188 | | | | 76,521 | |
Weimob, Inc.(a)* | | | 207,809 | | | | 347,652 | |
WPP, PLC | | | 3,536 | | | | 29,949 | |
| | | | | | | 501,324 | |
Aerospace/Defense — 0.1% | | | | | | | | |
BAE Systems PLC, SP ADR | | | 256 | | | | 7,124 | |
MTU Aero Engines AG, ADR | | | 562 | | | | 52,460 | |
Safran SA | | | 348 | | | | 40,188 | |
Thales SA | | | 486 | | | | 37,954 | |
| | | | | | | 137,726 | |
Agriculture — 0.3% | | | | | | | | |
British American Tabacco, PLC, SP ADR | | | 5,194 | | | | 175,402 | |
Japan Tobacco, Inc. | | | 4,730 | | | | 88,436 | |
Origin Enterprises, PLC | | | 147,132 | | | | 603,799 | |
Swedish Match AB | | | 498 | | | | 37,823 | |
| | | | | | | 905,460 | |
Airlines — 0.9% | | | | | | | | |
Copa Holdings SA, Class A* | | | 2,961 | | | | 157,673 | |
Ryanair Holding, PLC, SP ADR* | | | 30,452 | | | | 2,463,567 | |
| | | | | | | 2,621,240 | |
Apparel — 1.6% | | | | | | | | |
Adidas AG, SP ADR | | | 1,152 | | | | 176,118 | |
Gildan Activewear, Inc.* | | | 5,757 | | | | 111,340 | |
Hermes International | | | 80 | | | | 68,754 | |
Kering SA | | | 139 | | | | 85,285 | |
LVMH Moet Hennessy Louis Vuitton SE | | | 6,182 | | | | 2,903,197 | |
LVMH Moet Hennessy Louis Vuitton SE, ADR | | | 2,000 | | | | 187,907 | |
NIKE, Inc., Class B | | | 7,423 | | | | 830,559 | |
Shenzhou International Group Holdings, Ltd. | | | 4,000 | | | | 64,403 | |
| | | | | | | 4,427,563 | |
Auto Manufacturers — 0.6% | | | | | | | | |
Bayerische Motoren Werke AG, SP ADR | | | 3,309 | | | | 79,350 | |
Daimler AG | | | 3,623 | | | | 185,761 | |
Ferrari NV | | | 141 | | | | 27,524 | |
Ferrari NV | | | 642 | | | | 125,029 | |
Geely Automobile Holdings, Ltd. | | | 6,982 | | | | 14,860 | |
Geely Automobile Holdings, Ltd., ADR | | | 883 | | | | 37,298 | |
Honda Motor Co., Ltd. | | | 4,500 | | | | 114,564 | |
Hyundai Motor Co. | | | 353 | | | | 51,988 | |
Kia Motors Corp. | | | 7,485 | | | | 266,214 | |
Nissan Motor Co., Ltd. | | | 10,100 | | | | 40,705 | |
| | Number of Shares | | | Value | |
Auto Manufacturers — (Continued) |
Peugeot SA | | | 2,962 | | | $ | 51,066 | |
Tata Motors, Ltd., SP ADR* | | | 32,755 | | | | 319,034 | |
Toyota Motor Corp., SP ADR | | | 1,862 | | | | 246,585 | |
Volkswagen AG, ADR | | | 5,060 | | | | 90,726 | |
Volvo AB, Class B | | | 3,636 | | | | 69,646 | |
| | | | | | | 1,720,350 | |
Auto Parts & Equipment — 0.3% |
Continental AG | | | 442 | | | | 48,496 | |
Fuyao Glass Industrials Group, Ltd.(a) | | | 172,400 | | | | 556,523 | |
Magna International, Inc. | | | 3,010 | | | | 146,316 | |
Michelin | | | 463 | | | | 52,439 | |
Weichai Power Co. Ltd. | | | 69,191 | | | | 138,887 | |
| | | | | | | 942,661 | |
Banks — 5.1% | | | | | | | | |
Australia & New Zealand Banking Group, Ltd. | | | 5,980 | | | | 80,571 | |
Banco Bilbao Vizcaya Argentaria SA | | | 13,134 | | | | 38,463 | |
Banco Santander SA | | | 37,238 | | | | 82,908 | |
Bangkok Bank | | | 234,200 | | | | 802,243 | |
Bank Central Asia Tbk PT | | | 241,417 | | | | 520,005 | |
Bank Leumi Le Israel | | | 317,347 | | | | 1,623,726 | |
Bank Montreal | | | 867 | | | | 55,115 | |
Bank of China, Ltd. | | | 41,028 | | | | 13,342 | |
Bank of Ireland Group, PLC | | | 428,268 | | | | 959,484 | |
Bank of Nova Scotia, (The) | | | 1,749 | | | | 75,592 | |
Bank Rakyat Indonesia Persero Tbk PT, ADR | | | 2,219 | | | | 26,473 | |
Bankia SA | | | 40,101 | | | | 50,515 | |
Barclays PLC | | | 126,063 | | | | 184,574 | |
Bendigo & Adelaide Bank, Ltd. | | | 12,614 | | | | 60,711 | |
BNP Paribas SA | | | 2,636 | | | | 114,845 | |
BOC Hong Kong Holdings, Ltd. | | | 28,000 | | | | 79,425 | |
CaixaBank SA | | | 52,488 | | | | 115,308 | |
Canadian Imperial Bank of Commerce | | | 573 | | | | 45,468 | |
China Construction Bank Corp. | | | 614 | | | | 433 | |
China Construction Bank Corp., ADR | | | 4,083 | | | | 57,244 | |
China Merchants Bank Co., Ltd., ADR | | | 554 | | | | 13,205 | |
China Merchants Bank Co., Ltd. | | | 54,836 | | | | 261,620 | |
China Minsheng Banking Corp., Ltd. | | | 77,000 | | | | 46,872 | |
Commercial International Bank Egypt SAE, ADR | | | 4,572 | | | | 19,614 | |
Commercial International Bank Egypt SAE | | | 48,225 | | | | 205,108 | |
Commerzbank AG | | | 18,102 | | | | 105,138 | |
The accompanying notes are an integral part of the financial statements.
6
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Banks — (Continued) |
Commonwealth Bank Of Australia | | | 4,044 | | | $ | 203,261 | |
Concordia Financial Group, Ltd. | | | 11,723 | | | | 38,862 | |
Credit Suisse Group AG | | | 13,720 | | | | 150,966 | |
Dah Sing Financial Holdings, Ltd. | | | 210,000 | | | | 596,973 | |
DBS Group Holdings, Ltd. | | | 72,900 | | | | 1,117,190 | |
Deutsche Bank AG | | | 8,776 | | | | 83,635 | |
DNB ASA | | | 12,189 | | | | 195,257 | |
Erste Group Bank AG | | | 4,719 | | | | 114,595 | |
FinecoBank Banca Fineco SpA | | | 5,751 | | | | 87,062 | |
Fukuoka Financial Group, Inc. | | | 3,000 | | | | 49,526 | |
Grupo Aval Acciones y Valores SA, ADR | | | 8,589 | | | | 41,828 | |
HDFC Bank, Ltd. | | | 90,648 | | | | 1,375,501 | |
HDFC Bank, Ltd., ADR | | | 15,129 | | | | 750,398 | |
ICICI Bank, Ltd., SP ADR | | | 67,830 | | | | 728,494 | |
Industrial & Commerical Bank China, Ltd., ADR | | | 1,942 | | | | 21,595 | |
Industrial & Commerical Bank China, Ltd. | | | 24,379 | | | | 13,588 | |
ING Groep NV | | | 7,103 | | | | 57,975 | |
Macquarie Group, Ltd. | | | 749 | | | | 70,417 | |
Mediobanca Banca di Credito Finanziario SpA | | | 3,974 | | | | 34,561 | |
Mitsubishi UFJ Financial Group Inc., SP ADR | | | 53,334 | | | | 222,936 | |
National Australia Bank, Ltd., SP ADR | | | 11,208 | | | | 74,310 | |
National Australia Bank, Ltd. | | | 7,689 | | | | 101,255 | |
Nedbank Group, Ltd., SP ADR | | | 2,666 | | | | 15,106 | |
Nordea Bank Abp | | | 93 | | | | 749 | |
Nordea Bank Abp | | | 11,504 | | | | 92,744 | |
OTP Bank, PLC | | | 9,446 | | | | 318,126 | |
Royal Bank Canada | | | 3,116 | | | | 237,190 | |
Royal Bank of Scotland Group, PLC | | | 45,883 | | | | 68,309 | |
Sberbank Russia, SP ADR | | | 45,035 | | | | 549,427 | |
Shinhan Financial Group Co., Ltd., ADR | | | 9,162 | | | | 228,317 | |
Societe Generale SA | | | 2,392 | | | | 38,721 | |
Standard Bank Group, Ltd. | | | 9,099 | | | | 56,502 | |
Sumitomo Mitsui Financial Group Inc., SP ADR | | | 56,610 | | | | 332,867 | |
Svenska Handelsbanken AB, Class A | | | 6,031 | | | | 60,672 | |
Toronto-Dominion Bank, (The) | | | 3,414 | | | | 170,222 | |
UBS Group AG | | | 13,717 | | | | 166,872 | |
Woori Financial Group, Inc., SP ADR | | | 4,696 | | | | 101,105 | |
| | | | | | | 14,205,116 | |
| | Number of Shares | | | Value | |
Beverages — 4.6% | | | | | | | | |
Anheuser-Busch InBev SA NV | | | 10,618 | | | $ | 617,111 | |
Anheuser-Busch InBev SA NV, SP ADR | | | 2,087 | | | | 121,359 | |
Carlsberg A/S, Class B | | | 499 | | | | 70,145 | |
China Resources Beer Holdings Co. Ltd. | | | 10,000 | | | | 65,001 | |
Coca-Cola Amatil, Ltd. | | | 531,766 | | | | 3,562,172 | |
Coca-Cola European Partners, PLC | | | 1,540 | | | | 63,386 | |
Compania Cervecerias Unidas SA, SP ADR | | | 10,551 | | | | 139,273 | |
Diageo, PLC | | | 121,183 | | | | 4,048,879 | |
Diageo, PLC, SP ADR | | | 2,267 | | | | 304,685 | |
Heineken Holding NV | | | 491 | | | | 40,175 | |
Heineken NV | | | 592 | | | | 54,750 | |
Kirin Holdings Co., Ltd. | | | 57 | | | | 1,121 | |
Kweichow Moutai Co., Ltd., Class A | | | 2,991 | | | | 778,998 | |
Thai Beverage, PLC | | | 5,470,200 | | | | 2,468,797 | |
Wuliangye Yibin Co., Ltd., Class A | | | 15,399 | | | | 538,727 | |
| | | | | | | 12,874,579 | |
Biotechnology — 0.5% | | | | | | | | |
BeiGene Ltd., ADR* | | | 820 | | | | 198,087 | |
CSL Ltd., SP ADR | | | 1,030 | | | | 107,913 | |
CSL Ltd. | | | 628 | | | | 131,780 | |
Genmab A/S, SP ADR* | | | 2,330 | | | | 87,981 | |
Genmab A/S* | | | 184 | | | | 69,437 | |
Legend Biotech Corp., ADR* | | | 3,673 | | | | 124,882 | |
Samsung Biologics Co., Ltd.(a)* | | | 771 | | | | 503,721 | |
Zai Lab Ltd., ADR* | | | 372 | | | | 29,526 | |
| | | | | | | 1,253,327 | |
Building Materials — 1.7% | | | | | | | | |
Anhui Conch Cement Co., Ltd., ADR | | | 455 | | | | 16,471 | |
Anhui Conch Cement Co., Ltd. | | | 3,500 | | | | 25,338 | |
Cemex SAB de CV, SP ADR | | | 5,460 | | | | 17,527 | |
China Resources Cement Holdings, Ltd. | | | 259,490 | | | | 377,896 | |
CRH, PLC | | | 55,852 | | | | 2,083,033 | |
CRH, PLC, SP ADR | | | 3,605 | | | | 133,745 | |
Daikin Industries, Ltd., ADR | | | 1,490 | | | | 27,984 | |
Daikin Industries, Ltd. | | | 149 | | | | 28,066 | |
Geberit AG | | | 90 | | | | 51,805 | |
James Hardie Industries PLC* | | | 2,896 | | | | 65,707 | |
LafargeHolcim, Ltd.* | | | 2,013 | | | | 95,566 | |
Semen Indonesia Persero Tbk PT, ADR | | | 2,421 | | | | 34,911 | |
Sika AG | | | 7,504 | | | | 1,794,261 | |
TOTO, Ltd. | | | 365 | | | | 16,020 | |
| | | | | | | 4,768,330 | |
The accompanying notes are an integral part of the financial statements.
7
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Chemicals — 3.6% | | | | | | | | |
Air Liquide SA | | | 20,366 | | | $ | 3,377,176 | |
Air Liquide SA, ADR | | | 1,771 | | | | 58,921 | |
Akzo Nobel NV, ADR | | | 2,496 | | | | 82,443 | |
Asahi Kasei Corp. | | | 6,000 | | | | 50,264 | |
Asian Paints Ltd. | | | 14,003 | | | | 361,335 | |
BASF SE, SP ADR | | | 9,844 | | | | 150,281 | |
Covestro AG(a) | | | 1,716 | | | | 81,808 | |
Croda International PLC | | | 22,194 | | | | 1,746,922 | |
Fuchs Petrolub SE | | | 26,345 | | | | 952,678 | |
Givaudan SA, ADR | | | 600 | | | | 50,586 | |
Givaudan SA | | | 27 | | | | 113,483 | |
ICL Group, Ltd. | | | 12,592 | | | | 46,716 | |
Johnson Matthey, PLC | | | 1,377 | | | | 43,430 | |
Kansai Paint Co., Ltd. | | | 1,360 | | | | 32,353 | |
Koninklijke DSM NV | | | 561 | | | | 89,845 | |
LANXESS AG | | | 1,023 | | | | 59,889 | |
LG Chem, Ltd. | | | 1,293 | | | | 804,236 | |
Mitsui Chemicals, Inc. | | | 22 | | | | 516 | |
Nippon Paint Holdings Co., Ltd. | | | 722 | | | | 62,018 | |
Novozymes A/S, ADR | | | 920 | | | | 54,239 | |
Novozymes A/S, Class B | | | 19,978 | | | | 1,180,591 | |
Shin Etsu Chemical Co., Ltd., ADR | | | 2,744 | | | | 83,555 | |
Shin-Etsu Chemical Co., Ltd. | | | 654 | | | | 79,477 | |
Sociedad Quimica y Minera de Chile SA SP ADR | | | 11,905 | | | | 373,341 | |
Solvay SA | | | 373 | | | | 32,138 | |
Sumitomo Chemical Co., Ltd. | | | 13,000 | | | | 42,164 | |
Symrise AG | | | 500 | | | | 69,149 | |
Umicore SA, ADR | | | 3,052 | | | | 35,098 | |
| | | | | | | 10,114,652 | |
Commercial Services — 4.1% | | | | | | | | |
Adecco Group AG | | | 374 | | | | 19,582 | |
Adyen NV(a)* | | | 850 | | | | 1,432,799 | |
ALD SA(a) | | | 63,281 | | | | 647,941 | |
Amadeus IT Group SA, ADR | | | 1,437 | | | | 81,334 | |
Amadeus IT Holdings SA | | | 12,866 | | | | 722,774 | |
Ashtead Group, PLC | | | 2,764 | | | | 95,835 | |
Bureau Veritas SA | | | 1,739 | | | | 39,487 | |
China Merchants Port Holdings Co., Ltd. | | | 60,000 | | | | 68,593 | |
Edenred | | | 1,223 | | | | 63,131 | |
Experian, PLC | | | 2,543 | | | | 95,013 | |
GMO Payment Gateway, Inc. | | | 287 | | | | 30,351 | |
IHS Markit, Ltd. | | | 10,130 | | | | 809,590 | |
Intertek Group, PLC | | | 36,138 | | | | 2,831,498 | |
Localiza Rent a Car SA, SP ADR | | | 4,006 | | | | 35,762 | |
New Oriental Education & Tech Group, Inc., SP ADR* | | | 662 | | | | 97,069 | |
Offcn Education Technology Co., Ltd., Class A | | | 81,131 | | | | 422,306 | |
| | Number of Shares | | | Value | |
Commercial Services — (Continued) |
Recruit Holdings Co., Ltd. | | | 3,292 | | | $ | 124,769 | |
RELX, PLC | | | 96,893 | | | | 2,198,787 | |
RELX, PLC, SP ADR | | | 10,586 | | | | 239,879 | |
Rentokil Initial PLC* | | | 7,414 | | | | 52,792 | |
Secom Co., Ltd. | | | 358 | | | | 33,880 | |
SGS SA | | | 401 | | | | 1,039,157 | |
TAL Education Group, ADR* | | | 4,020 | | | | 296,716 | |
Transurban Group | | | 6,366 | | | | 62,969 | |
| | | | | | | 11,542,014 | |
Computers — 1.3% | | | | | | | | |
CGI, Inc.* | | | 1,074 | | | | 75,384 | |
CyberArk Software Ltd.* | | | 576 | | | | 63,648 | |
EPAM Systems, Inc.* | | | 660 | | | | 215,886 | |
Fujitsu Ltd. | | | 422 | | | | 55,088 | |
Infosys Ltd., SP ADR | | | 12,897 | | | | 162,502 | |
Logitech International SA | | | 536 | | | | 40,082 | |
Nomura Research Institute Ltd. | | | 51,300 | | | | 1,364,014 | |
Obic Co., Ltd. | | | 400 | | | | 70,815 | |
Sangfor Technologies, Inc., Class A | | | 12,200 | | | | 391,441 | |
Tata Consultancy Services, Ltd. | | | 16,688 | | | | 512,097 | |
Teleperformance | | | 266 | | | | 82,025 | |
Wipro Ltd., ADR | | | 38,844 | | | | 167,029 | |
Wiwynn Corp. | | | 10,602 | | | | 282,809 | |
| | | | | | | 3,482,820 | |
Cosmetics/Personal Care — 2.0% |
Beiersdorf AG | | | 356 | | | | 41,150 | |
Essity AB, Class B | | | 1,117 | | | | 38,468 | |
Estee Lauder Cos., Inc., (The), Class A | | | 1,165 | | | | 258,304 | |
Kao Corp. | | | 1,250 | | | | 95,247 | |
Kao Corp., ADR | | | 2,590 | | | | 39,213 | |
LG Household & Health Care, Ltd. | | | 262 | | | | 324,442 | |
Lion Corp. | | | 2,436 | | | | 51,672 | |
L’Oreal SA | | | 1,500 | | | | 497,773 | |
L’Oreal SA, ADR | | | 3,400 | | | | 225,186 | |
Natura & Co. Holding SA, ADR* | | | 5,256 | | | | 94,187 | |
Shiseido Co., Ltd. | | | 1,126 | | | | 65,484 | |
Shiseido Co., Ltd., SP ADR | | | 1,013 | | | | 58,876 | |
Unicharm Corp. | | | 1,087 | | | | 47,348 | |
Unilever NV | | | 4,479 | | | | 259,782 | |
Unilever NV-CVA | | | 60,802 | | | | 3,532,987 | |
| | | | | | | 5,630,119 | |
Distribution/Wholesale — 1.1% | | | | | | | | |
Bunzl, PLC | | | 93,726 | | | | 3,023,544 | |
ITOCHU Corp. | | | 3,700 | | | | 94,950 | |
ITOCHU Corp., ADR | | | 426 | | | | 22,493 | |
Mitsui & Co., Ltd. | | | 1,159 | | | | 20,903 | |
| | | | | | | 3,161,890 | |
The accompanying notes are an integral part of the financial statements.
8
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Diversified Financial Services — 3.1% |
ASX, Ltd. | | | 1,017 | | | $ | 65,487 | |
B3 SA - Brasil Bolsa Balcao* | | | 60,254 | | | | 648,348 | |
Bajaj Finance Ltd. | | | 8,771 | | | | 416,231 | |
Deutsche Boerse AG | | | 10,370 | | | | 1,961,842 | |
Deutsche Boerse AG, ADR | | | 7,040 | | | | 133,091 | |
East Money Information Co., Ltd., Class A | | | 61,400 | | | | 234,563 | |
Guotai Junan Securities Co., Ltd.(a) | | | 33,000 | | | | 51,467 | |
Hong Kong Exchange & Clearing, Ltd. | | | 14,203 | | | | 716,121 | |
Japan Exchange Group, Inc. | | | 73,700 | | | | 1,911,156 | |
KB Financial Group, Inc. | | | 14,473 | | | | 449,034 | |
KB Financial Group, Inc., ADR | | | 6,431 | | | | 199,039 | |
London Stock Exchange Group PLC, ADR | | | 2,464 | | | | 73,624 | |
London Stock Exchange Group, PLC | | | 791 | | | | 93,434 | |
Nomura Holdings, Inc. | | | 14,100 | | | | 72,423 | |
Pagseguro Digital, Ltd., Class A* | | | 8,977 | | | | 378,291 | |
Rathbone Brothers, PLC | | | 26,162 | | | | 589,292 | |
SBI Holdings, Inc. | | | 2,600 | | | | 59,111 | |
Singapore Exchange, Ltd. | | | 6,000 | | | | 37,941 | |
St James’s Place, PLC | | | 5,807 | | | | 75,251 | |
Standard Life Aberdeen PLC | | | 15,283 | | | | 47,822 | |
XP, Inc., Class A* | | | 8,506 | | | | 420,111 | |
| | | | | | | 8,633,679 | |
Electric — 0.3% | | | | | | | | |
Chubu Electric Power Co., Inc. | | | 2,700 | | | | 33,362 | |
Chugoku Electric Power Co., Inc., (The) | | | 2,300 | | | | 28,053 | |
CLP Holdings, Ltd. | | | 447 | | | | 4,389 | |
E.ON SE | | | 4,210 | | | | 49,862 | |
Enel SpA | | | 12,990 | | | | 117,627 | |
Engie SA, ADR | | | 8,968 | | | | 125,283 | |
Fortis, Inc. | | | 2,870 | | | | 114,915 | |
Iberdrola SA | | | 8,686 | | | | 109,590 | |
Iberdrola SA, SP ADR | | | 1,618 | | | | 81,658 | |
Orsted A/S(a) | | | 381 | | | | 53,935 | |
RWE AG | | | 1,019 | | | | 40,576 | |
SSE PLC, ADR | | | 5,415 | | | | 90,755 | |
| | | | | | | 850,005 | |
Electrical Components & Equipment — 0.7% |
Contemporary Amperex Technology Co., Ltd., Class A | | | 7,844 | | | | 241,142 | |
Legrand SA | | | 17,556 | | | | 1,465,396 | |
Schneider Electric SE | | | 698 | | | | 86,323 | |
Schneider Electric SE, ADR | | | 4,025 | | | | 99,538 | |
| | | | | | | 1,892,399 | |
| | Number of Shares | | | Value | |
Electronics — 1.9% | | | | | | | | |
ABB Ltd. | | | 4,533 | | | $ | 115,588 | |
Assa Abloy AB, Class B | | | 102,707 | | | | 2,379,341 | |
Halma, PLC | | | 50,189 | | | | 1,488,152 | |
Hirose Electric Co., Ltd. | | | 427 | | | | 48,325 | |
Hon Hai Precision | | | 56,353 | | | | 147,796 | |
Hoya Corp. | | | 670 | | | | 65,911 | |
Hoya Corp., SP ADR | | | 487 | | | | 47,830 | |
Kyocera Corp. | | | 900 | | | | 51,644 | |
Luxshare Precision Industry Co., Ltd., Class A | | | 46,000 | | | | 370,351 | |
Murata Manufacturing Co., Ltd. | | | 1,119 | | | | 66,179 | |
Murata Manufacturing Co., Ltd., ADR | | | 5,048 | | | | 74,660 | |
Nidec Corp. | | | 78 | | | | 6,547 | |
Nidec Corp., SP ADR | | | 4,640 | | | | 97,475 | |
Silergy Corp. | | | 4,414 | | | | 279,997 | |
| | | | | | | 5,239,796 | |
Energy-Alternate Sources — 0.0% |
Vestas Wind Systems A/S | | | 496 | | | | 74,991 | |
Engineering & Construction — 0.2% |
Ferrovial SA | | | 3,085 | | | | 82,431 | |
Fraport AG Frankfurt Airport Services Worldwide | | | 1,032 | | | | 47,074 | |
Grupo Aeroportuario del Pacifico SAB de CV, SP ADR | | | 392 | | | | 30,372 | |
Grupo Aeroportuario del Sureste SAB de CV, SP ADR | | | 471 | | | | 53,440 | |
HOCHTIEF AG | | | 774 | | | | 68,629 | |
Keppel Corp., Ltd. | | | 9,000 | | | | 30,266 | |
Shimizu Corp. | | | 3,000 | | | | 23,044 | |
Vinci SA, ADR | | | 3,476 | | | | 81,512 | |
| | | | | | | 416,768 | |
Entertainment — 0.1% | | | | | | | | |
Oriental Land Co., Ltd. | | | 613 | | | | 83,203 | |
Paddy Power Betfair PLC* | | | 321 | | | | 53,956 | |
| | | | | | | 137,159 | |
Environmental Control — 0.0% | | | | | | | | |
China Conch Venture Holdings, Ltd. | | | 21,500 | | | | 93,088 | |
Food — 3.0% | | | | | | | | |
a2 Milk Co., Ltd.* | | | 3,002 | | | | 37,467 | |
BRF SA, ADR* | | | 12,058 | | | | 43,409 | |
China Feihe Ltd.(a) | | | 268,410 | | | | 542,840 | |
China Mengniu Dairy Co., Ltd.* | | | 110,755 | | | | 543,906 | |
Chocoladefabriken Lindt & Spruengli AG | | | 6 | | | | 51,152 | |
Cia Brasileira de Distribuicao, SP ADR | | | 2,775 | | | | 32,135 | |
Coles Group Ltd. | | | 4,109 | | | | 53,551 | |
Colruyt SA | | | 628 | | | | 39,583 | |
The accompanying notes are an integral part of the financial statements.
9
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Food — (Continued) |
Dino Polska SA(a)* | | | 2,183 | | | $ | 132,378 | |
Foshan Haitian Flavouring & Food Co., Ltd., Class A | | | 18,920 | | | | 505,654 | |
Glanbia, PLC | | | 88,877 | | | | 1,021,706 | |
ICA Gruppen AB | | | 691 | | | | 33,912 | |
J Sainsbury PLC | | | 8,762 | | | | 21,529 | |
JBS SA, SP ADR | | | 690 | | | | 5,610 | |
Kerry Group, PLC, Class A | | | 7,146 | | | | 938,404 | |
Koninklijke Ahold Delhaize NV | | | 696 | | | | 20,940 | |
Koninklijke Ahold Delhaize NV, SP ADR | | | 4,031 | | | | 121,212 | |
Meiji Holdings Co., Ltd. | | | 400 | | | | 32,343 | |
Nestle India Ltd. | | | 1,584 | | | | 343,422 | |
Nestle SA | | | 13,542 | | | | 1,631,095 | |
Nestle SA, SP ADR | | | 6,845 | | | | 824,172 | |
Ocado Group PLC* | | | 2,138 | | | | 71,206 | |
Seven & i Holdings Co., Ltd. | | | 34,100 | | | | 1,100,131 | |
Seven & i Holdings Co., Ltd., ADR | | | 3,000 | | | | 48,270 | |
Tesco, PLC | | | 1,784 | | | | 5,210 | |
Toyo Suisan Kaisha Ltd. | | | 1,000 | | | | 56,857 | |
Wilmar International Ltd. | | | 29,000 | | | | 92,781 | |
Woolworths Group, Ltd. | | | 2,137 | | | | 62,623 | |
Yakult Honsha Co., Ltd. | | | 600 | | | | 34,246 | |
| | | | | | | 8,447,744 | |
Food Service — 0.5% | | | | | | | | |
Compass Group, PLC | | | 82,635 | | | | 1,337,202 | |
Compass Group, PLC, SP ADR | | | 7,353 | | | | 118,016 | |
| | | | | | | 1,455,218 | |
Forest Products & Paper — 0.0% |
Smurfit Kappa Group PLC, ADR | | | 736 | | | | 26,503 | |
UPM-Kymmene Corp. | | | 1,590 | | | | 48,259 | |
| | | | | | | 74,762 | |
Gas — 0.2% | | | | | | | | |
Beijing Enterprises Holdings, Ltd. | | | 11,000 | | | | 34,949 | |
China Gas Holdings, Ltd. | | | 2,999 | | | | 8,210 | |
China Resources Gas Group Ltd. | | | 10,000 | | | | 46,907 | |
Enagas SA | | | 1,404 | | | | 34,381 | |
ENN Energy Holdings, Ltd. | | | 6,000 | | | | 66,480 | |
Hong Kong & China Gas Co., Ltd. | | | 790 | | | | 1,149 | |
National Grid PLC | | | 2,867 | | | | 32,111 | |
National Grid, PLC, SP ADR | | | 2,605 | | | | 147,130 | |
Osaka Gas Co., Ltd. | | | 2,000 | | | | 39,171 | |
Snam SpA | | | 9,397 | | | | 48,124 | |
TOHO GAS Co. | | | 1,000 | | | | 44,177 | |
Tokyo Gas Co., Ltd. | | | 1,000 | | | | 22,266 | |
| | | | | | | 525,055 | |
| | Number of Shares | | | Value | |
Hand/Machine Tools — 0.6% | | | | | | | | |
Amada Co., Ltd. | | | 120,100 | | | $ | 1,067,326 | |
Sandvik AB | | | 3,286 | | | | 64,704 | |
Schindler Holding AG | | | 216 | | | | 56,887 | |
Techtronic Industrials Co., Ltd. | | | 39,190 | | | | 496,308 | |
| | | | | | | 1,685,225 | |
Healthcare-Products — 1.7% | | | | | | | | |
Alcon, Inc.* | | | 515 | | | | 29,530 | |
Alcon, Inc.* | | | 61,725 | | | | 3,511,964 | |
Asahi Intecc Co., Ltd. | | | 1,004 | | | | 29,796 | |
Cochlear, Ltd.* | | | 376 | | | | 53,134 | |
Coloplast A/S, SP ADR | | | 1,070 | | | | 18,206 | |
Coloplast A/S, Class B | | | 327 | | | | 55,466 | |
Essilor International Cie Generale d’Opitque SA | | | 384 | | | | 51,404 | |
EssilorLuxottica SA, ADR | | | 1,096 | | | | 73,596 | |
Fisher & Paykel Healthcare Corp., Ltd. | | | 2,078 | | | | 51,465 | |
Hengan International Group Co., Ltd. | | | 6,010 | | | | 47,323 | |
Koninklijke Philips NV | | | 1,898 | | | | 90,136 | |
Olympus Corp. | | | 2,000 | | | | 39,589 | |
QIAGEN NV* | | | 2,099 | | | | 106,965 | |
Shenzhen Mindray Bio-Medical Electronics Co., Ltd., Class A | | | 7,987 | | | | 398,523 | |
Smith & Nephew PLC | | | 2,242 | | | | 45,245 | |
Sysmex Corp., ADR | | | 450 | | | | 19,639 | |
Terumo Corp. | | | 1,362 | | | | 55,407 | |
| | | | | | | 4,677,388 | |
Healthcare-Services — 0.5% | | | | | | | | |
Apollo Hospitals Enterprise Ltd. | | | 1,978 | | | | 43,924 | |
Fresenius Medical Care AG & Co., KGaA, ADR | | | 1,104 | | | | 46,787 | |
Fresenius SE & Co., KGaA | | | 707 | | | | 32,807 | |
Lonza Group AG | | | 182 | | | | 113,097 | |
Lonza Group AG, ADR* | | | 370 | | | | 22,992 | |
Ping An Healthcare and Technology Co., Ltd.(a)* | | | 11,688 | | | | 170,354 | |
Sonic Healthcare Ltd., SP ADR | | | 3,345 | | | | 78,708 | |
Wuxi Biologics Cayman, Inc.(a)* | | | 35,299 | | | | 913,892 | |
| | | | | | | 1,422,561 | |
Home Builders — 0.5% | | | | | | | | |
Daiwa House Industry Co., Ltd. | | | 730 | | | | 19,520 | |
Sekisui Chemical Co., Ltd. | | | 81,500 | | | | 1,303,867 | |
Sekisui House Ltd. | | | 4,000 | | | | 79,021 | |
| | | | | | | 1,402,408 | |
Home Furnishings — 0.2% | | | | | | | | |
Electrolux AB, Class B | | | 972 | | | | 21,101 | |
Sharp Corp. | | | 3,000 | | | | 37,193 | |
The accompanying notes are an integral part of the financial statements.
10
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Home Furnishings — (Continued) |
Sony Corp., SP ADR | | | 4,806 | | | $ | 377,944 | |
| | | | | | | 436,238 | |
Household Products/Wares — 0.2% |
Hindustan Unilever Ltd. | | | 13,993 | | | | 402,514 | |
Reckitt Benckiser Group, PLC, SP ADR | | | 9,130 | | | | 183,330 | |
| | | | | | | 585,844 | |
Insurance — 4.6% | | | | | | | | |
Aegon NV | | | 14,288 | | | | 39,563 | |
Ageas SA | | | 2,481 | | | | 103,385 | |
AIA Group, Ltd. | | | 140,661 | | | | 1,441,038 | |
AIA Group, Ltd., SP ADR | | | 9,630 | | | | 393,000 | |
Allianz SE, SP ADR | | | 6,060 | | | | 131,260 | |
Aon, PLC, Class A | | | 18,100 | | | | 3,619,819 | |
Baloise Holding AG | | | 522 | | | | 81,321 | |
Cathay Financials Holdings Co., Ltd. | | | 38,000 | | | | 51,613 | |
China Life Insurance Co., Ltd., ADR | | | 4,936 | | | | 60,120 | |
China Pacific Insurance Group Co., Ltd. | | | 12,200 | | | | 33,844 | |
CNP Assurances | | | 12,462 | | | | 167,080 | |
Dai-ichi Life Holdings, Inc. | | | 6,692 | | | | 101,398 | |
Hannover Rueck SE | | | 286 | | | | 48,771 | |
Insurance Australia Group Ltd. | | | 12,776 | | | | 44,768 | |
Lancashire Holdings, Ltd. | | | 265,548 | | | | 2,711,121 | |
Legal & General Group PLC | | | 36,815 | | | | 105,823 | |
Manulife Finanical Corp. | | | 6,860 | | | | 101,185 | |
New China Life Insurance Co., Ltd. | | | 16,800 | | | | 66,936 | |
NN Group NV | | | 3,039 | | | | 114,243 | |
PICC Property & Casualty Co., Ltd. | | | 50,000 | | | | 38,558 | |
Ping An Insurance Group Co. of China, Ltd. | | | 8,171 | | | | 87,237 | |
Ping An Insurance Group Co. of China, Ltd., ADR | | | 8,016 | | | | 171,462 | |
Prudential PLC, SP ADR | | | 2,925 | | | | 47,155 | |
RSA Insurance Group, PLC | | | 8,130 | | | | 48,523 | |
Sampo, PLC, Class A | | | 41,482 | | | | 1,671,041 | |
Sanlam Ltd., SP ADR | | | 5,156 | | | | 33,230 | |
Sun Life Financial, Inc. | | | 2,753 | | | | 114,993 | |
Suncorp Group, Ltd. | | | 18,597 | | | | 127,219 | |
T&D Holdings, Inc. | | | 5,200 | | | | 54,428 | |
Tokio Marine Holdings, Inc. | | | 460 | | | | 21,230 | |
Topdanmark AS | | | 25,523 | | | | 1,099,322 | |
| | | | | | | 12,930,686 | |
Internet — 6.4% | | | | | | | | |
51job, Inc., ADR* | | | 1,093 | | | | 71,635 | |
58.com, Inc., ADR* | | | 597 | | | | 33,050 | |
Alibaba Group Holding Ltd.* | | | 11,565 | | | | 416,280 | |
| | Number of Shares | | | Value | |
Internet — (Continued) |
Alibaba Group Holdings, Ltd., SP ADR* | | | 22,821 | | | $ | 6,550,312 | |
Autohome, Inc., ADR | | | 467 | | | | 37,472 | |
Baidu, Inc., SP ADR* | | | 1,335 | | | | 166,301 | |
Delivery Hero SE(a)* | | | 387 | | | | 41,634 | |
iQIYI, Inc., ADR* | | | 1,374 | | | | 29,747 | |
JD.com, Inc., ADR* | | | 9,928 | | | | 780,738 | |
JOYY, Inc. | | | 721 | | | | 61,602 | |
Kakao Corp. | | | 1,237 | | | | 422,660 | |
LINE Corp.* | | | 99 | | | | 5,046 | |
LINE Corp., SP ADR* | | | 1,409 | | | | 71,718 | |
M3, Inc. | | | 1,300 | | | | 75,307 | |
Meituan Dianping, Class B* | | | 13,613 | | | | 448,742 | |
Naspers, Ltd. | | | 953 | | | | 173,765 | |
Naver Corp. | | | 1,033 | | | | 279,715 | |
Prosus NV* | | | 949 | | | | 95,120 | |
SEEK Ltd. | | | 4,272 | | | | 64,897 | |
SINA Corp. (China)* | | | 739 | | | | 30,066 | |
Spotify Technology SA* | | | 1,653 | | | | 466,411 | |
Tencent Holdings, Ltd. | | | 82,041 | | | | 5,604,907 | |
Tencent Holdings, Ltd., ADR | | | 17,513 | | | | 1,196,838 | |
Vipshop Holdings, Ltd. ADR* | | | 4,069 | | | | 67,179 | |
Weibo Corp., SP ADR* | | | 653 | | | | 24,357 | |
Yandex NV, Class A* | | | 7,480 | | | | 510,360 | |
Z Holdings Corp. | | | 6,577 | | | | 43,779 | |
| | | | | | | 17,769,638 | |
Investment Companies — 2.3% | | | | | | | | |
Groupe Bruxelles Lambert SA | | | 53,848 | | | | 4,968,758 | |
Kinnevik AB | | | 849 | | | | 32,931 | |
Melrose Industries, PLC | | | 1,019,208 | | | | 1,359,904 | |
Wendel SA | | | 888 | | | | 91,106 | |
| | | | | | | 6,452,699 | |
Iron/Steel — 0.4% | | | | | | | | |
BlueScope Steel, Ltd. | | | 6,357 | | | | 59,375 | |
Century Iron & Steel Industrial Co., Ltd. | | | 70,468 | | | | 295,347 | |
Cia Siderurgica Nacional SA, SP ADR | | | 41,580 | | | | 113,514 | |
Fortescue Metals Group, Ltd. | | | 5,658 | | | | 72,317 | |
Nippon Steel & Sumitomo Metal Corp. | | | 8,000 | | | | 78,757 | |
Posco, SP ADR | | | 3,580 | | | | 138,331 | |
Vale SA, SP ADR* | | | 30,044 | | | | 330,484 | |
voestalpine AG | | | 1,763 | | | | 43,809 | |
| | | | | | | 1,131,934 | |
Leisure Time — 0.2% | | | | | | | | |
China International Travel Service Corp., Ltd., Class A | | | 8,672 | | | | 262,814 | |
Merida Industry Co., Ltd. | | | 25,165 | | | | 210,421 | |
The accompanying notes are an integral part of the financial statements.
11
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Leisure Time — (Continued) |
Shimano, Inc. | | | 236 | | | $ | 49,976 | |
| | | | | | | 523,211 | |
Lodging — 0.9% | | | | | | | | |
City Developments Ltd. | | | 2,005 | | | | 11,815 | |
Galaxy Entertainment Group, Ltd.* | | | 71,229 | | | | 559,946 | |
Huazhu Group, Ltd., ADR | | | 1,213 | | | | 54,258 | |
InterContinental Hotels Group PLC | | | 32,064 | | | | 1,851,301 | |
Melco Resorts & Entertainment, Ltd., ADR* | | | 988 | | | | 19,286 | |
Sands China, Ltd., ADR | | | 1,615 | | | | 70,139 | |
Sands China, Ltd. | | | 2,236 | | | | 9,843 | |
| | | | | | | 2,576,588 | |
Machinery-Construction & Mining — 0.1% |
Hitachi Ltd. | | | 901 | | | | 29,975 | |
Hitachi Ltd., ADR | | | 1,830 | | | | 121,833 | |
Komatsu, Ltd. | | | 4,400 | | | | 95,799 | |
Mitsubishi Electical Corp. | | | 3,000 | | | | 41,328 | |
Mitsubishi Electric Corp., ADR | | | 1,350 | | | | 37,166 | |
| | | | | | | 326,101 | |
Machinery-Diversified — 1.9% | | | | | | | | |
Atlas Copco AB, Class A | | | 1,701 | | | | 78,729 | |
Atlas Copco AB, Class A, SP ADR | | | 1,656 | | | | 76,871 | |
CNH Industrial NV | | | 6,623 | | | | 52,465 | |
Daifuku Co., Ltd. | | | 400 | | | | 35,216 | |
FANUC Corp. | | | 300 | | | | 52,630 | |
GEA Group AG | | | 67,540 | | | | 2,466,189 | |
Hefei Meiya Optoelectronic Technology, Inc., Class A | | | 41,200 | | | | 350,526 | |
Keyence Corp. | | | 922 | | | | 379,729 | |
Kone Corp., Class B | | | 3,518 | | | | 301,734 | |
Kubota Corp., SP ADR | | | 883 | | | | 79,790 | |
SMC Corp. | | | 110 | | | | 60,447 | |
SMC Corp., ADR | | | 2,280 | | | | 62,905 | |
Spirax-Sarco Engineering, PLC | | | 9,212 | | | | 1,255,195 | |
Sumitomo Heavy Industries Ltd. | | | 2,000 | | | | 45,525 | |
| | | | | | | 5,297,951 | |
Media — 1.3% | | | | | | | | |
Informa, PLC* | | | 4,850 | | | | 26,760 | |
MultiChoice Group | | | 5,548 | | | | 31,563 | |
MultiChoice Group, Ltd., ADR | | | 93 | | | | 539 | |
Pearson, PLC, SP ADR | | | 15,198 | | | | 113,225 | |
Shaw Communications, Inc., Class B | | | 9,386 | | | | 175,424 | |
Thomson Reuters Corp. | | | 1,419 | | | | 108,369 | |
Vivendi SA, ADR | | | 5,370 | | | | 152,347 | |
Wolters Kluwer | | | 36,985 | | | | 3,033,984 | |
| | Number of Shares | | | Value | |
Media — (Continued) |
Wolters Kluwer NV, SP ADR | | | 667 | | | $ | 54,741 | |
| | | | | | | 3,696,952 | |
Mining — 0.8% | | | | | | | | |
Agnico Eagle Mines Ltd. | | | 1,499 | | | | 123,667 | |
Antofagasta, PLC | | | 8,790 | | | | 126,026 | |
Barrick Gold Corp. | | | 6,196 | | | | 183,711 | |
BHP Billiton Ltd., SP ADR | | | 2,572 | | | | 141,614 | |
Boliden AB | | | 2,900 | | | | 86,643 | |
Cameco Corp. | | | 3,460 | | | | 40,032 | |
Franco-Nevada Corp. | | | 1,038 | | | | 156,198 | |
Newcrest Mining Ltd. | | | 1,769 | | | | 41,657 | |
Norsk Hydro ASA | | | 15,202 | | | | 48,489 | |
Rio Tinto, PLC, SP ADR | | | 1,211 | | | | 74,150 | |
South32 Ltd. | | | 44,192 | | | | 68,320 | |
Southern Copper Corp. | | | 3,807 | | | | 183,117 | |
Sumitomo Metal Mining Co., Ltd. | | | 2,000 | | | | 61,011 | |
Teck Resources, Ltd., Class B | | | 8,215 | | | | 94,637 | |
Vedanta, Ltd., ADR | | | 24,495 | | | | 171,710 | |
Wheaton Precious Metals Corp. | | | 9,835 | | | | 524,894 | |
| | | | | | | 2,125,876 | |
Miscellaneous Manufacturing — 1.1% |
Airtac International Group | | | 18,092 | | | | 400,757 | |
Orica Ltd. | | | 5,536 | | | | 70,776 | |
Siemens AG | | | 1,920 | | | | 266,045 | |
Smiths Group, PLC | | | 99,352 | | | | 1,844,039 | |
Sunny Optical Technology Group Co., Ltd. | | | 3,869 | | | | 57,242 | |
Toshiba Corp. | | | 96 | | | | 2,766 | |
Weihai Guangwei Composites Co., Ltd., Class A | | | 34,500 | | | | 392,177 | |
| | | | | | | 3,033,802 | |
Office/Business Equipment — 0.0% |
Fujifilm Holdings Corp. | | | 1,100 | | | | 52,322 | |
Oil & Gas — 3.3% | | | | | | | | |
BP, PLC, SP ADR | | | 3,640 | | | | 76,185 | |
Canadian Natural Resources, Ltd. | | | 1,292 | | | | 25,414 | |
China Petroleum & Chemical Corp. | | | 130,000 | | | | 59,688 | |
DCC, PLC | | | 64,544 | | | | 5,734,133 | |
Eni SpA | | | 90,689 | | | | 842,535 | |
Equinor ASA, SP ADR | | | 6,656 | | | | 106,829 | |
Lukoil , PJSC, SP ADR | | | 8,011 | | | | 538,580 | |
Neste Oyj | | | 756 | | | | 40,473 | |
Oil Search Ltd. | | | 31,786 | | | | 76,632 | |
Petroleo Brasileiro, SP ADR | | | 10,959 | | | | 89,535 | |
Reliance Industries Ltd. | | | 20,998 | | | | 593,079 | |
Repsol SA | | | 10,293 | | | | 81,306 | |
Royal Dutch Shell, PLC, Class A, SP ADR | | | 13,800 | | | | 409,584 | |
The accompanying notes are an integral part of the financial statements.
12
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Oil & Gas — (Continued) |
Total SA, SP ADR | | | 9,625 | | | $ | 380,861 | |
Ultrapar Participacoes SA, SP ADR | | | 7,935 | | | | 27,931 | |
| | | | | | | 9,082,765 | |
Oil & Gas Services — 0.1% | | | | | | | | |
Dialog Group Bhd | | | 230,710 | | | | 198,481 | |
Pharmaceuticals — 8.1% | | | | | | | | |
Alfresa Holdings Corp. | | | 180,900 | | | | 3,634,997 | |
Aspen Pharmacare Holdings Ltd., ADR | | | 6,986 | | | | 55,643 | |
Astellas Pharma, Inc. | | | 3,700 | | | | 58,046 | |
Astellas Pharma, Inc., ADR | | | 1,987 | | | | 31,136 | |
AstraZeneca, PLC, SP ADR | | | 5,764 | | | | 322,784 | |
Bausch Health Cos., Inc.* | | | 3,548 | | | | 58,968 | |
Bayer AG | | | 1,297 | | | | 86,266 | |
Bayer AG, SP ADR | | | 3,620 | | | | 60,273 | |
By-health Co Ltd., Class A | | | 58,994 | | | | 210,958 | |
Celltrion, Inc.* | | | 118 | | | | 29,453 | |
Chugai Pharmaceutical Co., Ltd. | | | 2,100 | | | | 93,570 | |
CSPC Pharmaceutical Group, Ltd. | | | 14,400 | | | | 31,816 | |
Daiichi Sankyo Co., Ltd. | | | 916 | | | | 81,710 | |
Daiichi Sankyo Co., Ltd., ADR | | | 292 | | | | 26,169 | |
Divi’s Laboratories Ltd. | | | 10,293 | | | | 435,804 | |
Dr. Reddy’s Laboratories, Ltd., ADR | | | 3,953 | | | | 229,946 | |
Eisai Co., Ltd. | | | 492 | | | | 42,973 | |
Glaxosmithkline, PLC | | | 133,065 | | | | 2,599,214 | |
Glaxosmithkline, PLC, SP ADR | | | 5,768 | | | | 228,413 | |
Grifols SA, ADR | | | 808 | | | | 12,952 | |
Kobayashi Pharmaceutical Co., Ltd. | | | 471 | | | | 41,996 | |
Merck KGaA | | | 587 | | | | 79,782 | |
Novartis AG | | | 37,982 | | | | 3,273,556 | |
Novartis AG, SP ADR | | | 25,683 | | | | 2,210,279 | |
Novo-Nordisk AS, SP ADR | | | 6,449 | | | | 425,892 | |
Orion Corporation, Class B | | | 672 | | | | 31,555 | |
Otsuka Holdings Co., Ltd. | | | 1,100 | | | | 48,277 | |
Recordati SpA | | | 37,793 | | | | 2,061,537 | |
Roche Holdings AG | | | 5,853 | | | | 2,047,491 | |
Roche Holdings AG, SP ADR | | | 12,760 | | | | 557,612 | |
Sanofi | | | 30,141 | | | | 3,052,933 | |
Sanofi, ADR | | | 4,424 | | | | 223,766 | |
Shionogi & Co., Ltd. | | | 227 | | | | 12,605 | |
Sino Biopharmaceutical, Ltd. | | | 24,000 | | | | 27,619 | |
Takeda Pharmaceutical Co., Ltd., SP ADR | | | 524 | | | | 9,752 | |
UCB SA | | | 21 | | | | 2,492 | |
| | | | | | | 22,438,235 | |
| | Number of Shares | | | Value | |
Pipelines — 0.1% | | | | | | | | |
Enbridge, Inc. | | | 822 | | | $ | 26,320 | |
TC Energy Corp. | | | 4,057 | | | | 189,300 | |
| | | | | | | 215,620 | |
Private Equity — 0.1% | | | | | | | | |
3i Group, PLC | | | 3,463 | | | | 42,555 | |
Macquarie Korea Infrastructure Fund | | | 23,033 | | | | 213,147 | |
Partners Group Holding AG | | | 66 | | | | 67,235 | |
| | | | | | | 322,937 | |
Real Estate — 0.9% | | | | | | | | |
Aroundtown SA | | | 6,368 | | | | 34,884 | |
CapitaLand, Ltd. | | | 654 | | | | 1,330 | |
China Overseas Land & Investment, Ltd. | | | 9,605 | | | | 27,782 | |
China Resources Land, Ltd. | | | 13,714 | | | | 63,353 | |
China Vanke Co., Ltd. | | | 6,000 | | | | 18,625 | |
CIFI Holdings Group Co., Ltd. | | | 251,812 | | | | 214,040 | |
CK Asset Holdings, Ltd. | | | 10,500 | | | | 56,991 | |
Country Garden Holdings Co., Ltd. | | | 31,000 | | | | 38,383 | |
Country Garden Services Holdings Co., Ltd. | | | 80,250 | | | | 559,112 | |
Daito Trust Construction Co., Ltd. | | | 300 | | | | 26,589 | |
Deutsche Wohnen SE | | | 1,095 | | | | 58,416 | |
Great Eagle Holdings, Ltd. | | | 356,662 | | | | 916,382 | |
Longfor Group Holdings, Ltd.(a) | | | 6,500 | | | | 34,388 | |
REA Group, Ltd. | | | 633 | | | | 53,238 | |
Shanghai Industrial Urban Development Group, Ltd. | | | 20,000 | | | | 2,344 | |
Shimao Group Holdings Ltd. | | | 7,500 | | | | 33,707 | |
Sun Hung Kai Properties, Ltd. | | | 8,472 | | | | 113,665 | |
Sunac China Holdings, Ltd. | | | 10,261 | | | | 43,074 | |
UOL Group, Ltd. | | | 8,000 | | | | 38,584 | |
Vonovia SE | | | 1,595 | | | | 114,147 | |
Wharf Holdings Ltd., (The) | | | 14,000 | | | | 27,277 | |
Wharf Real Estate Investment Co., Ltd. | | | 14,000 | | | | 58,187 | |
| | | | | | | 2,534,498 | |
REITS — 0.4% | | | | | | | | |
Ascendas Real Estate Investment Trust | | | 53,000 | | | | 129,129 | |
CapitaLand Mall Trust | | | 25,000 | | | | 35,958 | |
Daiwa House REIT Investment Corp. | | | 25 | | | | 65,318 | |
Goodman Group | | | 6,677 | | | | 89,886 | |
Japan Retail Fund Investment Corp. | | | 38 | | | | 57,190 | |
Link | | | 2,403 | | | | 19,117 | |
Merlin Properties Socimi SA | | | 65,058 | | | | 584,223 | |
The accompanying notes are an integral part of the financial statements.
13
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
REITS — (Continued) |
Nippon Building Fund Inc. | | | 10 | | | $ | 60,216 | |
Nippon Prologis REIT, Inc. | | | 15 | | | | 49,129 | |
Segro, PLC | | | 5,434 | | | | 69,089 | |
United Urban Investment Corp. | | | 51 | | | | 56,684 | |
| | | | | | | 1,215,939 | |
Retail — 2.8% | | | | | | | | |
Aeon Co., Ltd. | | | 676 | | | | 16,781 | |
Alibaba Health Information Technology, Ltd.* | | | 77,931 | | | | 187,832 | |
ANTA Sports Products, Ltd. | | | 5,561 | | | | 54,817 | |
Astra International Tbk PT, ADR | | | 3,615 | | | | 24,817 | |
Bidvest Group, Ltd., (The) | | | 3,146 | | | | 25,143 | |
Cie Financiere Richemont SA, ADR | | | 12,160 | | | | 80,074 | |
CP ALL PCL, NVDR | | | 97,690 | | | | 199,588 | |
Fast Retailing Co., Ltd. | | | 147 | | | | 87,643 | |
Industria de Diseno Textil SA, ADR | | | 7,152 | | | | 100,843 | |
Lawson, Inc. | | | 1,000 | | | | 49,428 | |
Li Ning Co., Ltd. | | | 124,772 | | | | 527,025 | |
McDonald’s Holdings Co. Japan Ltd. | | | 600 | | | | 29,442 | |
Next, PLC | | | 352 | | | | 28,205 | |
Nitori Holdings Co., Ltd. | | | 353 | | | | 73,928 | |
Pan Pacific International Holdings Corp. | | | 2,000 | | | | 47,083 | |
Raia Drogasil SA | | | 15,145 | | | | 300,301 | |
Restaurant Brands International, Inc. | | | 3,260 | | | | 176,496 | |
Sun Art Retail Group Ltd. | | | 180,896 | | | | 235,337 | |
Sundrug Co., Ltd. | | | 6,640 | | | | 247,101 | |
Swatch Group AG, (The) | | | 8,918 | | | | 1,887,167 | |
TITAN COMPANY, Ltd. | | | 11,580 | | | | 173,193 | |
Tsuruha Holdings | | | 18,400 | | | | 2,462,638 | |
Wal-Mart de Mexico SAB de CV | | | 122,502 | | | | 293,351 | |
Wal-Mart de Mexico SAB de CV, SP ADR | | | 2,313 | | | | 55,605 | |
Yum China Holdings, Inc. | | | 6,286 | | | | 362,765 | |
Zhongsheng Group Holdings Ltd. | | | 7,000 | | | | 43,655 | |
| | | | | | | 7,770,258 | |
Semiconductors — 5.5% | | | | | | | | |
ASE Technology Holding Co., Ltd. ADR | | | 6,033 | | | | 24,796 | |
ASM Pacific Technology, Ltd. | | | 9 | | | | 97 | |
ASML Holding NV | | | 657 | | | | 245,524 | |
ASML Holding NV | | | 1,129 | | | | 422,449 | |
Mediatek, Inc. | | | 26,159 | | | | 494,663 | |
NVIDIA Corp. | | | 1,451 | | | | 776,256 | |
Rohm Co., Ltd. | | | 40 | | | | 2,577 | |
Samsung Electronic Co., Ltd. | | | 48,080 | | | | 2,183,128 | |
| | Number of Shares | | | Value | |
Semiconductors — (Continued) |
Samsung Electronic Co., Ltd., GDR | | | 2,888 | | | $ | 3,473,570 | |
Semiconductor Manufacturing International Corp.* | | | 8,500 | | | | 26,851 | |
SK Hynix, Inc. | | | 3,699 | | | | 233,762 | |
SUMCO Corp. | | | 34 | | | | 462 | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 171,000 | | | | 2,492,339 | |
Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR | | | 58,820 | | | | 4,661,485 | |
Tokyo Electron, Ltd. | | | 400 | | | | 102,603 | |
Tokyo Electron, Ltd., ADR | | | 1,048 | | | | 67,198 | |
United Microelectronics Corp., SP ADR | | | 36,418 | | | | 128,920 | |
| | | | | | | 15,336,680 | |
Software — 3.0% | | | | | | | | |
Agora, Inc., ADR* | | | 5,848 | | | | 279,417 | |
Arco Platform, Ltd., Class A* | | | 2,114 | | | | 95,637 | |
Bilibili, Inc., SP ADR* | | | 5,155 | | | | 243,574 | |
BlackBerry Ltd.* | | | 10,732 | | | | 56,021 | |
CD Projekt SA* | | | 3,252 | | | | 386,689 | |
Dassault Systemes SE, SP ADR | | | 490 | | | | 92,504 | |
Dassault Systemes SE | | | 475 | | | | 89,631 | |
Hundsun Technologies, Inc., Class A | | | 17,100 | | | | 277,851 | |
NetEase, Inc. | | | 16,100 | | | | 323,238 | |
NetEase, Inc., ADR | | | 2,486 | | | | 1,211,204 | |
Nexon Co., Ltd. | | | 2,300 | | | | 53,819 | |
Open Text Corp. | | | 5,184 | | | | 235,250 | |
Oracle Corp. | | | 300 | | | | 35,158 | |
Playtech, PLC | | | 266,221 | | | | 1,312,210 | |
SAP SE | | | 12,426 | | | | 2,054,568 | |
SAP SE, SP ADR | | | 2,021 | | | | 334,294 | |
Sea, Ltd., ADR* | | | 3,758 | | | | 574,260 | |
SimCorp A/S | | | 5,896 | | | | 749,636 | |
| | | | | | | 8,404,961 | |
Telecommunications — 3.9% | | | | | | | | |
America Movil SAB de CV, Class L, SP ADR | | | 7,257 | | | | 88,318 | |
BCE, Inc. | | | 5,954 | | | | 256,081 | |
Belgacom SA | | | 48,548 | | | | 958,775 | |
Bharti Airtel Ltd. | | | 40,213 | | | | 280,303 | |
Chunghwa Telecom Co., Ltd. | | | 54,488 | | | | 201,435 | |
Chunghwa Telecom Co., Ltd., SP ADR | | | 10,212 | | | | 377,027 | |
Deutsche Telekom AG, SP ADR | | | 5,690 | | | | 100,373 | |
Elisa OYJ | | | 619 | | | | 36,432 | |
GDS Holdings Ltd., ADR* | | | 1,566 | | | | 126,752 | |
Hikari Tsushin, Inc. | | | 200 | | | | 48,280 | |
KDDI Corp. | | | 112,264 | | | | 3,263,275 | |
The accompanying notes are an integral part of the financial statements.
14
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Telecommunications — (Continued) |
Millicom International Cellular SA, SDR | | | 116 | | | $ | 3,451 | |
MTN Group, Ltd. | | | 23,254 | | | | 83,895 | |
NICE Ltd., SP ADR | | | 288 | | | | 66,197 | |
Nippon Telegraph & Telephone Corp. ADR | | | 4,220 | | | | 95,964 | |
Nokia OYJ, SP ADR | | | 20,351 | | | | 99,720 | |
NTT DOCOMO, Inc. | | | 703 | | | | 19,603 | |
NTT DOCOMO, Inc., SP ADR | | | 2,092 | | | | 58,373 | |
Orange SA | | | 5,493 | | | | 61,361 | |
PLDT, Inc., SP ADR | | | 2,630 | | | | 77,822 | |
SK Telecom Ltd., SP ADR | | | 6,177 | | | | 141,886 | |
SoftBank Corp. | | | 3,856 | | | | 50,669 | |
Softbank Group Corp., ADR | | | 7,968 | | | | 246,530 | |
Swisscom AG | | | 80 | | | | 44,296 | |
Tele2 AB, Class B | | | 1,551 | | | | 22,015 | |
Telefonaktiebolaget LM Ericsson, Class B | | | 334,991 | | | | 3,905,966 | |
Telefonaktiebolaget LM Ericsson, SP ADR | | | 2,495 | | | | 29,067 | |
Telefonica SA, SP ADR | | | 14,765 | | | | 58,322 | |
Telekomunikasi Indonesia Persero Tbk PT, SP ADR | | | 663 | | | | 13,214 | |
Telenor ASA, ADR | | | 3,481 | | | | 57,000 | |
Turkcell Iletisim Hizmetleri AS, ADR | | | 6,168 | | | | 30,100 | |
Vodafone Group, PLC, SP ADR | | | 3,568 | | | | 52,699 | |
| | | | | | | 10,955,201 | |
Toys/Games/Hobbies — 0.1% | | | | | | | | |
Bandai Namco Holdings, Inc. | | | 800 | | | | 49,666 | |
Nintendo Co., Ltd. | | | 200 | | | | 107,662 | |
Nintendo, Ltd., ADR | | | 1,152 | | | | 77,048 | |
| | | | | | | 234,376 | |
| | Number of Shares | | | Value | |
Transportation — 0.4% | | | | | | | | |
Aurizon Holdings Ltd. | | | 22,111 | | | $ | 70,712 | |
Canadian National Railway Co. | | | 3,433 | | | | 359,023 | |
Canadian Pacific Railway, Ltd. | | | 211 | | | | 62,388 | |
Deutsche Post AG, SP ADR | | | 3,012 | | | | 137,106 | |
DSV PANALPINA A S, ADR | | | 826 | | | | 64,420 | |
Keihan Holdings Co., Ltd. | | | 1,000 | | | | 43,119 | |
Keio Corp. | | | 1,000 | | | | 60,476 | |
Kintetsu Group Holdings Co., Ltd. | | | 577 | | | | 25,384 | |
Mitsui OSK Lines Ltd. | | | 3,000 | | | | 55,430 | |
Nagoya Railroad Co., Ltd. | | | 1,000 | | | | 27,919 | |
Odakyu Electric Railway Co., Ltd. | | | 2,000 | | | | 49,531 | |
SG Holdings Co., Ltd. | | | 1,223 | | | | 56,280 | |
Tobu Railway Co., Ltd. | | | 1,000 | | | | 31,251 | |
ZTO Express Cayman, Inc., ADR | | | 3,209 | | | | 107,598 | |
| | | | | | | 1,150,637 | |
Water — 0.8% | | | | | | | | |
Cia de Saneamento Basico do Estado de Sao Paulo, ADR* | | | 2,739 | | | | 23,829 | |
Guangdong Investment Ltd. | | | 10,000 | | | | 15,593 | |
Severn Trent, PLC | | | 1,160 | | | | 35,980 | |
United Utilities Group, PLC | | | 189,951 | | | | 2,087,129 | |
| | | | | | | 2,162,531 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $221,857,879) | | | | | | | 254,280,378 | |
The accompanying notes are an integral part of the financial statements.
15
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Concluded)
August 31, 2020
| | Number of Shares | | | Value | |
PREFERRED STOCKS — 1.2% | | | | | | | | |
Auto Manufacturers — 0.0% | | | | | | | | |
Porsche Auto SE | | | 851 | | | $ | 52,334 | |
Banks — 0.1% | | | | | | | | |
Banco Bradesco SA, ADR, 10.474% | | | 36,819 | | | | 138,807 | |
Bancolombia SA, SP ADR, 5.344% | | | 1,414 | | | | 39,677 | |
| | | | | | | 178,484 | |
Chemicals — 0.3% | | | | | | | | |
Fuchs Petrolub SE, 2.445% | | | 17,783 | | | | 841,159 | |
Cosmetics/Personal Care — 0.4% |
LG Household & Health Care, Ltd., 1.559% | | | 1,628 | | | | 959,288 | |
Electric — 0.0% | | | | | | | | |
Cia Paranaense de Energia, SP ADR*, 4.415% | | | 3,320 | | | | 37,549 | |
Electronics — 0.0% | | | | | | | | |
Sartorius AG, 0.103% | | | 88 | | | | 37,357 | |
Semiconductors — 0.4% | | | | | | | | |
Samsung Electronic Co., Ltd., 2.952% | | | 30,605 | | | | 1,222,564 | |
Telecommunications — 0.0% | | | | | | | | |
Telefonica Brasil SA, ADR, 6.220% | | | 3,719 | | | | 32,467 | |
TOTAL PREFERRED STOCKS | | | | | | | | |
(Cost $3,303,616) | | | | | | | 3,361,202 | |
| | | | | | | | |
EXCHANGE TRADED FUNDS — 0.1% |
Diversified Financial Services — 0.1% |
Ishares MSCI India ETF | | | 10,140 | | | | 338,372 | |
TOTAL EXCHANGE TRADED FUNDS | | | | |
(Cost $331,887) | | | | | | | 338,372 | |
| | | | | | | | |
| | Number of Shares | | | Value | |
SHORT-TERM INVESTMENTS — 7.3% |
U.S. Bank Money Market Deposit Account, 0.05%(b) | | | 20,344,566 | | | $ | 20,344,566 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $20,344,566) | | | | | | | 20,344,566 | |
TOTAL INVESTMENTS — 99.8% | | | | | | | | |
(Cost $245,837,948) | | | | | | | 278,324,518 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.2% | | | | | | | 631,644 | |
NET ASSETS — 100.0% | | | | | | $ | 278,956,162 | |
* | Non-income producing security. |
(a) | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional buyers. As of August 31, 2020, total market value of Rule 144A securities is $5,511,332 and represents 1.98% of net assets. |
(b) | The rate shown is as of August 31, 2020. |
ADR | American Depositary Receipt |
GDR | Global Depositary Receipt |
NVDR | Non-Voting Depositary Receipt |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
The accompanying notes are an integral part of the financial statements.
16
AQUARIUS INTERNATIONAL FUND
STATEMENT of Assets and Liabilities
August 31, 2020
ASSETS | | | | |
Investments, at value (cost $225,493,382) | | $ | 257,979,952 | |
Short-term investments, at value (cost $20,344,566) | | | 20,344,566 | |
Foreign currency at value (cost $80,999) | | | 103,731 | |
Receivables for: | | | | |
Dividends | | | 657,843 | |
Capital shares sold | | | 535,606 | |
Investments sold | | | 3,293 | |
Prepaid expenses and other assets | | | 21,284 | |
Total assets | | | 279,646,275 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Investments purchased | | | 301,408 | |
Capital shares redeemed | | | 193,314 | |
Sub-advisory fees | | | 110,221 | |
Other accrued expenses and liabilities | | | 85,170 | |
Total liabilities | | | 690,113 | |
Net assets | | $ | 278,956,162 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 28,088 | |
Paid-in capital | | | 268,431,426 | |
Total distributable earnings/(loss) | | | 10,496,648 | |
Net assets | | $ | 278,956,162 | |
| | | | |
CAPITAL SHARES: | | | | |
Net Assets | | $ | 278,956,162 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 28,087,825 | |
Net asset value, offering and redemption price per share | | $ | 9.93 | |
The accompanying notes are an integral part of the financial statements.
17
AQUARIUS INTERNATIONAL FUND
Statement of Operations
FOR THE Year ENDED August 31, 2020
INVESTMENT INCOME | | | | |
Dividends (net of foreign taxes withheld of $411,581) | | $ | 4,067,000 | |
Total investment income | | | 4,067,000 | |
| | | | |
EXPENSES | | | | |
Sub-advisory fees (Note 2) | | | 935,077 | |
Administration and accounting services fees (Note 2) | | | 185,899 | |
Custodian fees (Note 2) | | | 175,337 | |
Transfer agent fees (Note 2) | | | 45,842 | |
Registration and filing fees | | | 30,329 | |
Audit and tax service fees | | | 26,184 | |
Legal fees | | | 24,817 | |
Director fees | | | 20,949 | |
Officer fees | | | 19,496 | |
Printing and shareholder reporting fees | | | 9,742 | |
Other expenses | | | 56,448 | |
Total expenses | | | 1,530,120 | |
Net investment income/(loss) | | | 2,536,880 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments and foreign currency transactions | | | (10,909,975 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 36,219,749 | |
Net realized and unrealized gain/(loss) on investments | | | 25,309,774 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 27,846,654 | |
The accompanying notes are an integral part of the financial statements.
18
AQUARIUS INTERNATIONAL FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FORM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 2,536,880 | | | $ | 2,469,734 | |
Net realized gain/(loss) from investments and foreign currency transactions | | | (10,909,975 | ) | | | (8,506,256 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 36,219,749 | | | | (2,529,903 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 27,846,654 | | | | (8,566,425 | ) |
| | | | | | | | |
DIVIDEND AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (2,498,204 | ) | | | (1,307,749 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (2,498,204 | ) | | | (1,307,749 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 111,312,020 | | | | 153,773,759 | |
Reinvestment of distributions | | | 1,933,346 | | | | 1,153,300 | |
Shares redeemed | | | (23,012,232 | ) | | | (158,646,047 | ) |
Net increase/(decrease) in net assets resulting from capital share transactions | | | 90,233,134 | | | | (3,718,988 | ) |
Total increase/(decrease) in net assets | | | 115,581,584 | | | | (13,593,162 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 163,374,578 | | | | 176,967,740 | |
End of period | | $ | 278,956,162 | | | $ | 163,374,578 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 12,830,560 | | | | 17,019,112 | |
Shares reinvested | | | 199,314 | | | | 133,638 | |
Shares redeemed | | | (2,575,314 | ) | | | (17,930,022 | ) |
Net increase/(decrease) in shares | | | 10,454,560 | | | | (777,272 | ) |
The accompanying notes are an integral part of the financial statements.
19
AQUARIUS INTERNATIONAL FUND
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Period April 17, 2018(1) to August 31, 2018 | |
Per Share Operating Performance | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.27 | | | $ | 9.61 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | 0.12 | | | | 0.14 | | | | 0.08 | |
Net realized and unrealized gain/(loss) from investments | | | 0.67 | | | | (0.35 | ) | | | (0.47 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.79 | | | | (0.21 | ) | | | (0.39 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.13 | ) | | | (0.13 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.13 | ) | | | (0.13 | ) | | | — | |
Net asset value, end of period | | $ | 9.93 | | | $ | 9.27 | | | $ | 9.61 | |
Total investment return/(loss)(3) | | | 8.61 | % | | | (2.12 | )% | | | (3.90 | )%(4) |
| | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | |
Net assets, end of period (000’s) | | $ | 278,956 | | | $ | 163,375 | | | $ | 176,968 | |
Ratio of expenses to average net assets | | | 0.75 | % | | | 0.94 | % | | | 0.80 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | 1.24 | % | | | 1.56 | % | | | 2.21 | %(5) |
Portfolio turnover rate | | | 55 | % | | | 81 | % | | | 36 | %(4) |
(1) | Commencement of operations. |
(2) | Calculated based on average shares outstanding for the period. |
(3) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
The accompanying notes are an integral part of the financial statements.
20
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 2020
1. Organization and Significant Accounting Policies
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Aquarius International Fund (the “Fund”), which commenced investment operations on April 17, 2018.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The Fund’s investment objective seeks capital appreciation.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies”.
The end of the reporting period for the Fund is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
PORTFOLIO VALUATION – The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Foreign securities are valued based on prices from the primary market in which they are traded, and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies, if any, are valued based on the NAV of those investment companies (which may use fair value pricing as disclosed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments. Such procedures use fundamental valuation methods, which may include, but are not limited to, an analysis of the effect of any restrictions on the resale of the security, industry analysis and trends, significant changes in the issuer’s financial position, and any other event which could have a significant impact on the value of the security. Determination of fair value involves subjective judgment as the actual market value of a particular security can be established only by negotiations between the parties in a sales transaction, and the difference between the recorded fair value and the value that would be received in a sale could be significant. The Fund may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Fund values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Fund may value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).
21
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
FAIR VALUE MEASUREMENTS – The inputs and valuation techniques used to measure the fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 | — Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 | — Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| ● Level 3 | — Prices are determined using significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Common Stocks | | $ | 254,280,378 | | | $ | 56,460,348 | | | $ | 197,820,030 | | | $ | — | |
Exchange Traded Funds | | | 338,372 | | | | 338,372 | | | | — | | | | — | |
Preferred Stocks | | | 3,361,202 | | | | 248,500 | | | | 3,112,702 | | | | — | |
Short-Term Investments | | | 20,344,566 | | | | 20,344,566 | | | | — | | | | — | |
Total Investments* | | $ | 278,324,518 | | | $ | 77,391,786 | | | $ | 200,932,732 | | | $ | — | |
* | Please refer to the Portfolio of Investments for further details. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers are disclosed if the Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Fund had no Level 3 transfers.
22
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
REITS — The Fund has made certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon available funds from operations. It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in its annual distributions to shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — Dividends from net investment income and distributions from net realized capital gains (including net short-term capital gains), if any, are declared and paid at least annually to shareholders recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. TAX STATUS — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
FOREIGN CURRENCY TRANSLATION — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investments in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
OTHER — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
23
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
The Fund may be subject to taxes imposed by countries in which it invests, with respect to its investments in issuers existing or operating in such countries. Such taxes are generally based on income earned or repatriated and capital gains realized on the sale of such investments. The Fund accrues such taxes when the related income or capital gains are earned or throughout the holding period. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales earned by foreign investors. Additionally, if there is a deterioration in a country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.
MARKET RISK — Investments in foreign markets may involve certain considerations and risks not typically associated with investments in the United States of America, including the possibility of future political and economic developments and the level of foreign governmental supervision and regulation of foreign securities markets. These markets are generally smaller, less liquid and more volatile than the major securities markets in the United States of America. Consequently, acquisition and disposition of international securities held by the Fund may be inhibited.
CORONAVIRUS (COVID-19) PANDEMIC — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
2. INVESTMENT ADVISER AND OTHER SERVICES
Altair Advisers, LLC (“Altair” or the “Adviser”) serves as the investment adviser to the Fund. Aperio Group, LLC, Driehaus Capital Management, LLC, Mawer Investment Management, Ltd. and Setanta Asset Management Limited each serve as an investment sub-adviser (“Sub-Adviser”) to the Fund.
The Fund is managed by the Adviser and one or more Sub-Advisers unaffiliated with the Adviser. The Adviser also has the ultimate responsibility to oversee the Sub-Advisers, and to recommend their hiring, termination and replacement, subject to approval by the Board. The Adviser has an investment team that is jointly responsible for the day-to-day management of the Fund. The Sub-Advisers provide investment advisory services to the portion of the Fund’s portfolio allocated to them by the Adviser. The Adviser and the Fund have entered into sub-advisory agreements with the Sub-Advisers to manage the Fund, subject to supervision of the Adviser and the Board, and in accordance with the investment objective and restrictions of the Fund. The Fund compensates the Sub-Advisers for their services at an annual rate based on the Fund’s average daily net assets, (the “Sub-Advisory Fee”), not to exceed 0.90%, payable on a monthly basis in arrears.
During the current fiscal period, collectively, sub-advisory fees accrued were $935,077, or the rate of 0.46%.
The Fund is currently only available to clients of the Adviser and to other investors at the Fund’s discretion. The Adviser does not receive a separate management fee from the Fund. However, pursuant to the Fund’s investment advisory agreement with the Adviser, the Adviser is entitled to receive reimbursement for compliance expenses in connection with managing the Fund, up to 0.03% of the Fund’s average daily net assets. During the current fiscal period, the Adviser received $52,044.
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Fund. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Fund’s transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
24
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s distributor.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Statement of Operations.
3. DIRECTOR AND OFFICER COMPENSATION
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund or the Company. For Director and Officer compensation amounts, please refer to the Statement of Operations.
4. PURCHASES AND SALES OF INVESTMENT SECURITIES
During the current fiscal period, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
PURCHASES | SALES |
$186,119,070 | $101,562,587 |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. FEDERAL INCOME TAX INFORMATION
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the Fund were as follows:
FEDERAL TAX COST | UNREALIZED APPRECIATION | UNREALIZED (DEPRECIATION) | Net Unrealized Appreciation/ (Depreciation) |
$249,065,792 | $45,744,933 | $(16,382,478) | $29,362,455 |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
25
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
August 31, 2020
As of August 31, 2020, there were no permanent differences between distributable earning/(loss) and paid-in capital, respectively.
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
UNDISTRIBUTED ORDINARY INCOME | UNDISTRIBUTED LONG-TERM CAPITAL GAINS | CAPITAL LOSS CARRYFORWARDS | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | QUALIFIED LATE-YEAR LOSSES |
$2,088,526 | $— | $(20,954,333) | $29,362,455 | $— |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes. Short-term and foreign currency gains are reported as ordinary income for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:
| ORDINARY INCOME | LONG-TERM GAINS | TOTAL |
2020 | | $2,498,204 | $— | $2,498,204 |
2019 | | 1,307,749 | — | 1,307,749 |
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2020, the Fund had capital loss carryforwards of $20,954,333.
6. NEW ACCOUNTING PRONOUNCEMENTS and regulatory updates
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Fund’s financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
7. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.
26
AQUARIUS INTERNATIONAL FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of The RBB Fund, Inc. and Shareholders of Aquarius International Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Aquarius International Fund (the “Fund”), a separately managed portfolio of The RBB Fund, Inc., as of August 31, 2020, the related statement of operations for the year ended August 31, 2020, the statement of changes in net assets for each of the two years in the period ended August 31, 2020, including the related notes, and the financial highlights for each of the two years in the period ended August 31, 2020 and for the period April 17, 2018 (commencement of operations) through August 31, 2018 (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 August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended August 31, 2020 and the financial highlights for each of the two years in the period ended August 31, 2020 and for the period April 17, 2018 (commencement of operations) through August 31, 2018 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 laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks 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 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. Our procedures included confirmation of securities owned as of August 31, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Philadelphia, Pennsylvania
October 27, 2020
We have served as the auditor of one or more Altair Advisers, LLC investment companies since 2015.
27
AQUARIUS INTERNATIONAL FUND
SHAREHOLDER TAX INFORMATION (UNAUDITED)
Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable period ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2020. During the fiscal year ended August 31, 2020, the following dividends and distributions were paid by the Fund:
Ordinary Income | Long-Term Gains |
$2,498,204 | $— |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Under the Jobs and Growth Tax relief Reconciliation Act of 2003 the following percentages of ordinary dividends paid during the fiscal year ended August 31, 2020 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
Aquarius International Fund | 100% |
The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for the Fund is as follows:
Aquarius International Fund | 0% |
The percentage of ordinary income distributions designated as qualified short-term gains pursuant to the American Job Creation Act of 2004 is as follows:
Aquarius International Fund | 0% |
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any. The Fund passed through foreign tax credits of $408,500 and earned $4,324,801 of gross foreign source income during the fiscal year.
In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.
28
AQUARIUS INTERNATIONAL FUND
Other Information (Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling (844) 261-6482 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC website at http://www.sec.gov.
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered (1) the renewal of the investment advisory agreement between Altair and the Company (the “Investment Advisory Agreement”) on behalf of the Fund, and (2) the renewal of the sub-advisory agreements among Altair, the Company and each of Aperio Group, LLC, Driehaus Capital Management, LLC, Mawer Investment Management, Ltd. and Setanta Asset Management Limited (collectively, the “Sub-Advisers”) (together, the “Sub-Advisory Agreements”), at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement and the Sub-Advisory Agreements for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement and the Sub-Advisory Agreements reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement and the Sub-Advisory Agreements, the Board considered information provided by Altair and each of the Sub-Advisers with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement and the Sub-Advisory Agreements between the Company and Altair with respect to the Fund, the Directors took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of services provided to the Fund by Altair and each Sub-Adviser; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) Altair’s and the Sub-Advisers’ investment philosophies and processes; (iv) Altair’s and the Sub-Advisers’ assets under management and client descriptions; (v) Altair’s and the Sub-Advisers’ soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Altair’s and the Sub-Advisers’ advisory fee arrangements and other similarly managed clients, as applicable; (vii) Altair’s and the Sub-Advisers’ compliance procedures; (viii) Altair’s and the Sub-Advisers’ financial information and insurance coverage, as applicable; (ix) the extent to which economies of scale are relevant to the Fund; (x) a report prepared by Broadridge/Lipper comparing the Fund’s management fees and total expense ratio to those of its Lipper Group and comparing the performance of the Fund to the performance of its Lipper Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Altair and each Sub-Adviser. The Directors concluded that Altair and each Sub-Adviser had substantial resources to provide services to the Fund, and that Altair’s and the Sub-Advisers’ services had been acceptable.
The Directors also considered the investment performance of the Fund and considered the Fund’s investment performance in light of its investment objective and investment strategies, noting that the Fund had commenced operations on April 17, 2018. The Directors noted that the Fund had outperformed its primary benchmark for the year-to-date and one-year periods ended March 31, 2020. The Directors also considered the Fund’s 3rd quintile ranking within its Lipper Performance Group for the one-year period ended December 31, 2019.
29
AQUARIUS INTERNATIONAL FUND
Other Information (Unaudited) (CONCLUDED)
The Board also considered the advisory fee rate payable by the Fund under the Investment Advisory Agreement and Sub-Advisory Agreements. In this regard, information on the fees paid by the Fund and the Fund’s total operating expense ratio were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that the Fund’s actual advisor fees ranked in the 3rd quintile of its Lipper Expense Group and ranked within the 2nd quintile within its Lipper Expense Universe, and that the total expenses of the Fund ranked in the 3rd quintile of its Lipper Expense Group and Lipper Expense Universe. The Directors considered that the Fund does not pay a contractual management fee to Altair, but instead reimburses for out-of-pocket expenses in connection with its compliance monitoring of the Fund’s trading, up to 0.03% of the Fund’s average daily net assets. The Directors also considered the fees payable to each Sub-Adviser under the Sub-Advisory Agreements.
After reviewing the information regarding Altair’s and the Sub-Advisers’ costs, profitability and economies of scale, and after considering the services to be provided by Altair and the Sub-Advisers, the Directors concluded that the investment advisory fees to be paid by the Fund to Altair and the sub-advisory fees to be paid to each Sub-Adviser were fair and reasonable and that the Investment Advisory Agreement and Sub-Advisory Agreements should be approved and continued for an additional one-year period ending August 16, 2021.
30
AQUARIUS INTERNATIONAL FUND
COMPANY MANAGEMENT (Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (877) 264-5346.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc.(until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
31
AQUARIUS INTERNATIONAL FUND
COMPANY MANAGEMENT (Unaudited) (continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman
Director | 2005 to present
1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
32
AQUARIUS INTERNATIONAL FUND
COMPANY MANAGEMENT (Unaudited) (continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman
Director | 2016 to present
1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President
Chief Compliance Officer | 2009 to present
2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
33
AQUARIUS INTERNATIONAL FUND
COMPANY MANAGEMENT (Unaudited) (Continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
34
AQUARIUS INTERNATIONAL FUND
COMPANY MANAGEMENT (Unaudited) (CONCLUDED)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
35
AQUARIUS INTERNATIONAL FUND
PRIVACY NOTICE (UNAUDITED)
FACTS | WHAT DOES THE AQUARIUS INTERNATIONAL FUND DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Aquarius International Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your information | Does the Aquarius International Fund share? | Can you limit this sharing? |
For our everyday business purpose — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | Yes | No |
For affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call 1-844-261-6482 |
36
AQUARIUS INTERNATIONAL FUND
PRIVACY NOTICE (UNAUDITED)
What we do | |
How does the Aquarius International Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Aquarius International Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes — information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Altair Advisers, LLC, the investment adviser to the Aquarius International Fund. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● Aquarius International Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● Aquarius International Fund may share your information with other financial institutions with whom they have joint marketing arrangements who may suggest additional fund services or other investments products which may be of interest to you. We do not currently have any joint marketing arrangements with other financial institutions. |
37
Investment Adviser
Altair Advisers, LLC
303 West Madison Street, Suite 600
Chicago, IL 60606
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square
2001 Market Street, Suite 1800
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
AQU-AR20
Bogle Investment Management |
Small Cap
Growth Fund
of THE RBB FUND, INC.
Annual Report
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-877-264-5346.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-877-264-5346 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund.
Bogle Investment Management
Small Cap Growth Fund
Annual Investment Adviser’s Report
August 31, 2020 (Unaudited)
Fellow Shareholder:
For the fiscal year ended August 31, 2020, the Bogle Investment Management Small Cap Growth Fund (the “Fund”) returned +10.04%, outperforming by +4.02% the unmanaged Russell 2000® Index of small cap stocks (the “Benchmark”), which returned +6.02% over the same period. The Fund’s periodic returns and returns since inception are shown in the chart on page four. The following sections of this letter will provide background on the market environment, performance attribution, Fund characteristics as of its fiscal year end, and a Bogle Investment Management, L.P. business update.
Market Environment. U.S. small cap equity markets, as measured by the Benchmark, delivered positive performance for the fiscal year ended August 31, 2020, with significant volatility driven by the impacts of the COVID-19 pandemic. The Benchmark began the period with positive performance, returning +14.23% from September 1, 2019 through February 20, 2020. As the COVID-19 pandemic began spreading across the globe, many non-essential businesses were forced to temporarily close or have employees work remotely, communities were encouraged to social distance, and unemployment claims increased significantly. Equity markets declined significantly, with the Benchmark returning -37.80% from February 21, 2020 through April 3, 2020. The Federal Reserve responded with massive amounts of fiscal and monetary stimulus, including lowering short-term interest rates to zero, purchasing corporate and high yield bonds, providing attractive small business loans, and increasing unemployment benefits to those in need. Equity markets responded positively and the Russell 2000® Index rebounded, returning +49.21% from April 6, 2020 through August 31, 2020. Despite the rebound in the equity markets, the general economy remained fragile as businesses attempted to adjust to social distancing guidelines and unemployment remained high. Market volatility, as measured by the CBOE Volatility Index (VIX), which measures the market’s implied, expected future volatility, remained above normal levels at the end of the fiscal year ended August 31, 2020.
Large cap stocks appeared better equipped to face the challenges of the pandemic as they outperformed small cap stocks for the fiscal year ended August 31, 2020, with the Russell 1000® Index of large cap stocks beating the Russell 2000® Index of small cap stocks by +16.48% (+22.50% versus +6.02%). The ongoing pandemic also appeared to add fuel to several secular growth trends that benefited from the work-from-home environment and social distancing guidelines. For the fiscal year, the Russell 2000® Growth Index outperformed the Russell 2000® Value Index by 23.42% (+17.28% versus -6.14%).
Performance Attribution. The Fund outperformed the Benchmark by +4.02%, net of all fees and expenses, over the course of the fiscal year ended August 31, 2020. The Fund performed in line with the Benchmark from the start of the fiscal year on September 1, 2019 through April 3, 2020 (-29.04% versus -28.94%). Most of the Fund’s outperformance occurred from April 6, 2020 through August 31, 2020, when the Fund outperformed the Benchmark by +5.86% (+55.07% versus +49.21%). Both stock selection and market capitalization exposure contributed positively to net excess return for the period. Growth exposures detracted. Specific Fund holdings with significant positive contributions were Macrogenix, Inc. (MGNX), Vista Outdoor, Inc. (VSTO), and Spectrum Brands Holdings, Inc. (SPB). Stocks with significant negative contributions included Taylor Morrison Home Corporation (TMHC), M/I Homes, Inc. (MHO), and Everi Holdings, Inc. (EVRI).
In addition to stock selection and common factor exposures, we also evaluate the effectiveness of the individual models that form our composite stock selection process. The investment process combines insights derived from a rigorous and systematic analysis of fundamental financial data and complementary sources of information that measure non-fundamental, often shorter-horizon, data. This combination of signals can be thought of, conceptually, as the exploitation of investment opportunities created, primarily, by stocks with attractive fundamental financial characteristics whose appeal hasn’t yet been fully appreciated by the market, and secondarily, by opportunistically trading these securities when market data indicate that there is a statistical probability that their current prices will either revert toward, or start to diverge from, their short-term equilibrium price levels. For the full fiscal year ended August 31, 2020, the Fund’s exposure to what we believed were fundamentally attractive stocks that had better prospects for earnings, were relatively undervalued, and exhibited stronger financial quality characteristics in comparison to peers, were the primary drivers of positive net excess return. The Fund’s exposure to our non-fundamental sub-models detracted during the period.
1
Bogle Investment Management
Small Cap Growth Fund
Annual Investment Adviser’s Report
August 31, 2020 (Unaudited)
We should also note that the Fund achieved its outperformance versus the Benchmark with less volatility than the Benchmark. For the fiscal year ended August 31, 2020, the Fund’s annualized standard deviation of daily returns was 36.8% in comparison to 41.0% for the Benchmark.
Fund Characteristics. As of August 31, 2020, the Fund held 141 stocks, with the largest position representing 1.32% of net assets. As shown in the table to the right, the Fund is generally similar to the Benchmark across a variety of fundamental risk characteristics. As of August 31, 2020, the Fund’s median market capitalization was smaller than the Benchmark’s. The Fund’s median price-to-sales ratio was also below the Benchmark’s, reflecting the influence of our relative valuation model.
The Fund’s annualized active volatility (the variability of the difference between Fund’s and Benchmark’s performance, also called “tracking error”) was 9.8% in the fiscal year ended August 31, 2020, above the Fund’s since inception average of 6.8%. We believe this increase in active volatility is due to increased equity market and individual stock volatility related to the COVID-19 pandemic. The Fund’s 0.88 beta with the Benchmark was lower than the Fund’s since inception beta.
Self-Assessment. In 2019, we made improvements to the Fund’s investment process with the goal of attempting to improve investment results and lower overall Fund volatility. While the Fund’s overall volatility, as measured by standard deviation, was above longer-term averages (36.8% for the fiscal year ended August 31, 2020 versus 21.5% since inception), we did outperform the Benchmark by +4.02% with less overall volatility than the Benchmark (standard deviation of 36.8% versus 41.0%). We are pleased to achieve these results, and to have delivered value to your portfolios during these difficult times.
While investment results are our primary focus, our shareholder services are important as well. We work with U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, to provide shareholder services, giving them feedback that we have received from you as well as feedback from us based on our own experiences as fellow shareholders. We encourage you to let us know how we can improve your shareholder experience.
Progress at Bogle Investment Management. At the end of August 2020, net assets in the Fund were approximately $57 million. The COVID-19 pandemic has impacted us all in various ways and our hearts go out to those who have been impacted directly. Employees at Bogle began working remotely in mid-March 2020 and continue to do so through the end of August 2020. Many uncertainties remain regarding the resolution of the pandemic and its impacts to the economy, individual business and the stock market broadly. While we are pleased with Fund’s performance for the fiscal year, we expect Fund and equity market volatility to remain higher until there is a resolution. We appreciate you staying the course with your investments.
Fundamental Characteristics August 31, 2020 |
Median | BOGIX* | Russell 2000® Index |
Median Market Cap ($mil.) | $1,648 | $2,117 |
Price/Historical Earnings | 20.6x | 25.8x |
Price/Forward Earnings | 17.8x | 23.3x |
Price/Sales | 1.4x | 2.2x |
* The Fund’s median characteristics refer to the Fund’s holdings, not the Fund itself. Price/Historical Earnings is a measure of the price paid for a share relative to the last year of earnings per share. Price/Forward Earnings is a measure of the price paid for a share relative to the estimated future earnings (over the next one to two years) per share. Estimated future earnings come from the First Call database and actual earnings may vary from this figure. Price/Sales is a measure of the price paid for a share relative to the last year of revenues per share. |
Risk Statistics* Fiscal Year Period |
Measurement | BOGIX | Russell 2000® Index |
Standard Deviation | 36.8% | 41.0% |
Active Volatility | 9.8% | |
Beta with Russell 2000® Index | 0.88 | |
* Risk statistics apply to the Fund and Benchmark. Standard deviation is a statistical measure of the range of performance. Active volatility is the standard deviation of the difference between the Fund and Benchmark performance. Beta is a measure of a portfolio’s sensitivity to market movements. |
2
Bogle Investment Management
Small Cap Growth Fund
Annual Investment Adviser’s Report
August 31, 2020 (Unaudited)
More information about the Fund, including sector allocation, fundamental characteristics, and top ten holdings, can be viewed on our website, www.boglefunds.com. The Fund’s net asset value is updated daily while other Fund information is updated quarterly. Fund information is also available on Morningstar.com and other internet-based financial data providers. We thank you for your ongoing support and, moreover, for the trust and confidence you have placed in us.
Respectfully,
Bogle Investment Management, L.P.
Management Office: 781-283-5000
Shareholder Services Toll Free: 1-877-BOGLEIM (264-5346)
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at 1-877-264-5346. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance quoted reflects fee waivers in effect and would have been less in their absence.
The Fund’s investment adviser, Bogle Investment Management, L.P. (the “Adviser”), has contractually agreed to waive management fees and reimburse expenses through December 31, 2020 to the extent that total annual Fund operating expenses (excluding certain expenses) exceed 1.25%. The Adviser, in its discretion, has the right to extend this waiver. If at any time the Fund’s total annual Fund operating expenses (excluding certain expenses) for a year are less than 1.25%, the Adviser may recoup any waived or reimbursed amounts from the Fund within three years from the date on which such waiver or reimbursement was made by the Adviser, provided such reimbursement does not cause the Fund to exceed the expense limitations that were in effect at the time of the waiver or reimbursement. The total expense ratio for the Fund, prior to fee waivers, as stated in the current prospectus dated December 31, 2019, as supplemented, is 1.38%. The net expense ratio of 1.26% is applicable to investors.
The Russell 1000® Index is a market capitalization weighted index of approximately 1,000 of the largest companies in the U.S. equity markets. The Russell 2000® Index is an index of stocks 1001 through 3000 in the Russell 3000® Index, which is made up of 3,000 of the largest U.S. stocks ranked by market capitalization. The Russell 2000 Value® Index is a subset of the securities found in the Russell 2000® Index that exhibit a value probability using the price-to-book ratio. The Russell 2000 Growth® Index is a subset of the securities found in the Russell 2000® Index that exhibit a growth probability using the Institutional Brokers’ Estimate System (I/B/E/S) forecast medium-term growth (2-year) and sales per share historical growth (5-year). The indexes are published and maintained by FTSE Russell and a direct investment in the indexes is not possible. Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and / or Russell ratings or underlying data and no party may rely on any Russell Indexes and / or Russell ratings and / or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor or endorse the content of this communication. VIX is the ticker symbol for the Chicago Board Options Exchange (CBOE) Volatility Index, which shows the market’s expectation of 30-day volatility.
Mutual Fund investing involves risk including the possible loss of principal. Investing in small companies can involve more volatility, less liquidity and less available information than investing in large companies. The Fund may invest in undervalued securities which may not appreciate in value as anticipated or may remain undervalued for long periods of time. The Fund recently experienced significant short-term performance due to market volatility associated with the COVID-19 pandemic. Performance for very short time periods may not be indicative of future performance. The full impacts of a pandemic or disease outbreaks are unknown, resulting in a high degree of uncertainty for potentially extended periods of time.
Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.
Please refer to the Schedule of Investments in this report for a complete list of Fund holdings as of August 31, 2020.
3
Bogle Investment Management
Small Cap Growth Fund
Performance Data
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in Bogle Investment Management
Small Cap Growth Fund vs. Russell 2000® Index
This chart assumes a hypothetical $10,000 initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell 2000® Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the Periods Ended August 31, 2020 | |
| One Year | Five Year | Ten Year | Since Inception(1) | |
Bogle Investment Management Small Cap Growth Fund | 10.04% | 6.87% | 12.57% | 10.22% | |
Russell 2000® Index | 6.02% | 7.65% | 11.53% | 7.87% | |
(1) | For the period October 1, 1999 (commencement of operations) through August 31, 2020. |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at 1-877-264-5346. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The performance quoted reflects fee waivers in effect and would have been less in their absence. The total annual Fund operating expense ratio, as stated in the current prospectus dated December 31, 2019, is 1.38% for the Fund prior to fee waivers.
Bogle Investment Management, L.P. (the “Adviser” or “Bogle”) waived a portion of its advisory fee and agreed to reimburse a portion of the Bogle Investment Management Small Cap Growth Fund’s (the “Fund”) operating expenses, if necessary, to maintain the expense limitation as set forth in the notes to the financial statements. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no waivers and reimbursements of fees and expenses in excess of expense limitations. Returns shown include the reinvestment of all dividends and other distributions.
4
Bogle Investment Management
Small Cap Growth Fund
Fund Expense Example
August 31, 2020 (Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management 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.
This example is based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, 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 first line 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 second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
The expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying 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.
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | $1,000.00 | $1,112.60 | $6.64 | 1.25% | 11.26% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,018.85 | 6.34 | 1.25% | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio for the period March 1, 2020 to August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half-year period. The Fund’s ending account value on the first line in the table is based on the actual six-month total investment return for the Fund. |
5
Bogle Investment Management
Small Cap Growth Fund
Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a summary by security type of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Finance | | | 19.6% | | | $ | 11,215,483 | |
Health Technology | | | 14.6 | | | | 8,335,068 | |
Technology Services | | | 8.7 | | | | 4,987,249 | |
Electronic Technology | | | 7.8 | | | | 4,452,236 | |
Producer Manufacturing | | | 7.7 | | | | 4,385,346 | |
Commercial Services | | | 5.3 | | | | 3,006,084 | |
Consumer Non-Durables | | | 5.0 | | | | 2,888,418 | |
Process Industries | | | 3.9 | | | | 2,218,650 | |
Non-Energy Minerals | | | 3.5 | | | | 2,021,504 | |
Consumer Durables | | | 3.4 | | | | 1,969,999 | |
Industrial Services | | | 3.2 | | | | 1,838,725 | |
Retail Trade | | | 3.2 | | | | 1,819,740 | |
Distribution Services | | | 3.1 | | | | 1,776,010 | |
Utilities | | | 2.4 | | | | 1,349,851 | |
Transportation | | | 2.0 | | | | 1,123,241 | |
Consumer Services | | | 1.6 | | | | 911,315 | |
Health Services | | | 1.2 | | | | 668,434 | |
Communications | | | 1.0 | | | | 555,120 | |
SHORT-TERM INVESTMENTS | | | 2.7 | | | | 1,550,319 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.1 | | | | 36,404 | |
NET ASSETS | | | 100.0% | | | $ | 57,109,196 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
6
Bogle Investment Management
Small Cap Growth Fund
Portfolio of Investments
August 31, 2020
| | Number of Shares | | | Value | |
Common Stocks—97.2% |
Commercial Services—5.3% |
Etsy, Inc.* | | | 2,200 | | | $ | 263,340 | |
Huron Consulting Group, Inc.* | | | 11,254 | | | | 488,199 | |
KAR Auction Services, Inc.* | | | 23,219 | | | | 402,617 | |
Magnite, Inc.* | | | 36,144 | | | | 265,658 | |
Quotient Technology, Inc.* | | | 57,932 | | | | 504,588 | |
Stamps.com, Inc.* | | | 1,900 | | | | 473,746 | |
TrueBlue, Inc.* | | | 35,930 | | | | 607,936 | |
| | | | | | | 3,006,084 | |
Communications—1.0% |
Telephone & Data Systems, Inc. | | | 24,000 | | | | 555,120 | |
|
Consumer Durables—3.4% |
American Outdoor Brands, Inc.* | | | 3,375 | | | | 51,401 | |
Arlo Technologies, Inc.* | | | 34,000 | | | | 194,820 | |
Beazer Homes USA, Inc.* | | | 30,191 | | | | 369,538 | |
Nautilus, Inc.* | | | 21,749 | | | | 257,726 | |
Spectrum Brands Holdings, Inc. | | | 9,567 | | | | 570,193 | |
Vista Outdoor, Inc.* | | | 27,116 | | | | 526,321 | |
| | | | | | | 1,969,999 | |
Consumer Non-Durables—5.0% |
Central Garden & Pet Co., Class A* | | | 20,332 | | | | 755,537 | |
Coca-Cola Consolidated, Inc. | | | 2,200 | | | | 601,260 | |
Nomad Foods Ltd.* | | | 22,342 | | | | 550,954 | |
Nu Skin Enterprises, Inc., Class A | | | 10,543 | | | | 498,367 | |
USANA Health Sciences, Inc.* | | | 6,151 | | | | 482,300 | |
| | | | | | | 2,888,418 | |
Consumer Services—1.6% |
John Wiley & Sons, Inc., Class A | | | 3,000 | | | | 94,950 | |
Medifast, Inc. | | | 2,942 | | | | 478,722 | |
WW International, Inc.* | | | 14,380 | | | | 337,643 | |
| | | | | | | 911,315 | |
Distribution Services—3.1% |
Beacon Roofing Supply, Inc.* | | | 12,000 | | | | 406,680 | |
GMS, Inc.* | | | 18,233 | | | | 482,992 | |
Installed Building Products, Inc.* | | | 5,300 | | | | 460,146 | |
Pool Corp. | | | 1,300 | | | | 426,192 | |
| | | | | | | 1,776,010 | |
| | Number of Shares | | | Value | |
Electronic Technology—7.8% |
ADTRAN, Inc. | | | 11,235 | | | $ | 124,596 | |
Amkor Technology, Inc.* | | | 44,418 | | | | 541,677 | |
Calix, Inc.* | | | 22,900 | | | | 445,405 | |
CyberOptics Corp.* | | | 11,700 | | | | 374,985 | |
Enphase Energy, Inc.* | | | 4,100 | | | | 316,643 | |
Himax Technologies, Inc., ADR | | | 21,200 | | | | 79,712 | |
MagnaChip Semiconductor Corp.* | | | 47,531 | | | | 570,372 | |
NeoPhotonics Corp.* | | | 62,966 | | | | 419,354 | |
Plantronics, Inc.* | | | 25,000 | | | | 309,000 | |
Silicon Motion Technology Corp., ADR | | | 12,314 | | | | 466,824 | |
Smith & Wesson Brands, Inc.* | | | 16,400 | | | | 299,464 | |
Sonos, Inc.* | | | 32,706 | | | | 460,173 | |
United Microelectronics Corp., SP ADR | | | 12,438 | | | | 44,031 | |
| | | | | | | 4,452,236 | |
Finance—19.6% |
Aaron’s, Inc. | | | 8,981 | | | | 501,948 | |
Argo Group International Holdings, Ltd. | | | 13,600 | | | | 505,104 | |
Cohen & Steers, Inc. | | | 6,100 | | | | 369,050 | |
Cowen, Inc., Class A | | | 28,100 | | | | 508,329 | |
Employers Holdings, Inc. | | | 15,430 | | | | 502,709 | |
Focus Financial Partners, Inc., Class A* | | | 10,969 | | | | 388,193 | |
Forum Merger II Corp., Class A* | | | 15,965 | | | | 275,396 | |
Goosehead Insurance, Inc., Class A | | | 4,577 | | | | 470,333 | |
Green Dot Corp., Class A* | | | 6,300 | | | | 327,978 | |
Interactive Brokers Group, Inc., Class A | | | 9,674 | | | | 512,915 | |
Jamf Holding Corp.* | | | 2,522 | | | | 97,349 | |
LPL Financial Holdings, Inc. | | | 5,100 | | | | 419,016 | |
Macquarie Infrastructure Corp.* | | | 17,025 | | | | 477,041 | |
McGrath RentCorp | | | 8,846 | | | | 587,021 | |
Mercury General Corp. | | | 11,468 | | | | 512,964 | |
Newmark Group, Inc., Class A | | | 34,800 | | | | 154,164 | |
On Deck Capital, Inc.* | | | 88,608 | | | | 143,545 | |
PJT Partners, Inc., Class A | | | 9,398 | | | | 556,174 | |
ProAssurance Corp. | | | 25,507 | | | | 390,767 | |
Realogy Holdings Corp.* | | | 27,600 | | | | 305,808 | |
Rent A Center, Inc. | | | 15,723 | | | | 482,696 | |
SEI Investments Co. | | | 7,995 | | | | 418,618 | |
Selectquote, Inc.* | | | 20,300 | | | | 370,475 | |
StoneX Group, Inc.* | | | 10,433 | | | | 591,551 | |
The accompanying notes are an integral part of the financial statements.
7
Bogle Investment Management
Small Cap Growth Fund
Portfolio of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value | |
Finance—19.6% | | | | | | | | |
TCG BDC, Inc. | | | 58,900 | | | $ | 518,909 | |
Third Point Reinsurance Ltd.* | | | 36,390 | | | | 311,498 | |
Trupanion, Inc.* | | | 5,716 | | | | 358,565 | |
Virtus Investment Partners, Inc. | | | 1,109 | | | | 157,367 | |
| | | | | | | 11,215,483 | |
Health Services—1.2% |
Castle Biosciences, Inc.* | | | 7,800 | | | | 356,694 | |
Fulgent Genetics, Inc.* | | | 10,546 | | | | 311,740 | |
| | | | | | | 668,434 | |
Health Technology—14.6% |
Amneal Pharmaceuticals, Inc.* | | | 85,300 | | | | 350,583 | |
Arbutus Biopharma Corp.* | | | 41,700 | | | | 121,347 | |
Assertio Holdings, Inc.* | | | 7,375 | | | | 5,974 | |
Bio-Techne Corp. | | | 1,400 | | | | 357,644 | |
Cerus Corp.* | | | 62,400 | | | | 397,488 | |
Eagle Pharmaceuticals, Inc.* | | | 13,100 | | | | 519,808 | |
Emergent BioSolutions, Inc.* | | | 3,731 | | | | 425,521 | |
Fluidigm Corp.* | | | 37,162 | | | | 291,722 | |
GenMark Diagnostics, Inc.* | | | 20,100 | | | | 260,697 | |
ICU Medical, Inc.* | | | 2,584 | | | | 517,420 | |
Inari Medical, Inc.* | | | 2,949 | | | | 235,743 | |
Intercept Pharmaceuticals, Inc.* | | | 8,300 | | | | 414,004 | |
Jazz Pharmaceuticals PLC* | | | 3,546 | | | | 476,547 | |
Meridian Bioscience, Inc.* | | | 24,758 | | | | 350,078 | |
Myovant Sciences Ltd.* | | | 16,934 | | | | 345,115 | |
Natus Medical, Inc.* | | | 30,875 | | | | 560,690 | |
NextCure, Inc.* | | | 25,485 | | | | 229,110 | |
Orthofix Medical, Inc.* | | | 18,212 | | | | 552,552 | |
Pacific Biosciences of California, Inc.* | | | 76,085 | | | | 502,161 | |
Puma Biotechnology, Inc.* | | | 23,400 | | | | 240,786 | |
Quidel Corp.* | | | 1,591 | | | | 279,952 | |
Radius Health, Inc.* | | | 25,732 | | | | 318,562 | |
Retractable Technologies, Inc.* | | | 24,200 | | | | 152,944 | |
Vanda Pharmaceuticals, Inc.* | | | 41,654 | | | | 428,620 | |
| | | | | | | 8,335,068 | |
Industrial Services—3.2% |
Argan, Inc. | | | 12,711 | | | | 538,057 | |
Evoqua Water Technologies Corp.* | | | 23,000 | | | | 470,580 | |
Primoris Services Corp. | | | 26,300 | | | | 501,278 | |
Tutor Perini Corp.* | | | 26,200 | | | | 328,810 | |
| | | | | | | 1,838,725 | |
| | Number of Shares | | | Value | |
Non-Energy Minerals—3.5% |
Boise Cascade Co. | | | 15,780 | | | $ | 722,724 | |
Gold Resource Corp. | | | 56,679 | | | | 225,582 | |
JELD-WEN Holding, Inc.* | | | 16,611 | | | | 349,662 | |
UFP Industries, Inc. | | | 12,191 | | | | 723,536 | |
| | | | | | | 2,021,504 | |
Process Industries—3.9% |
Clearwater Paper Corp.* | | | 13,300 | | | | 447,678 | |
Daqo New Energy Corp., ADR* | | | 4,300 | | | | 485,083 | |
Ingredion, Inc. | | | 5,700 | | | | 458,508 | |
Kraton Corp.* | | | 17,482 | | | | 245,447 | |
Scotts Miracle-Gro Co., (The) | | | 3,453 | | | | 581,934 | |
| | | | | | | 2,218,650 | |
Producer Manufacturing—7.7% |
American Woodmark Corp.* | | | 4,600 | | | | 402,500 | |
Apogee Enterprises, Inc. | | | 10,000 | | | | 209,300 | |
Atkore International Group, Inc.* | | | 17,500 | | | | 467,775 | |
Builders FirstSource, Inc.* | | | 13,400 | | | | 410,308 | |
Canadian Solar, Inc.* | | | 19,900 | | | | 646,551 | |
PGT Innovations, Inc.* | | | 26,828 | | | | 486,392 | |
SolarEdge Technologies, Inc.* | | | 2,100 | | | | 464,415 | |
TopBuild Corp.* | | | 2,800 | | | | 430,640 | |
Valmont Industries, Inc. | | | 3,567 | | | | 453,187 | |
Watsco, Inc. | | | 1,691 | | | | 414,278 | |
| | | | | | | 4,385,346 | |
Retail Trade—3.2% |
BJ’s Wholesale Club Holdings, Inc.* | | | 12,010 | | | | 533,364 | |
CarParts.com, Inc.* | | | 16,400 | | | | 230,420 | |
ODP Corp, (The)* | | | 14,107 | | | | 329,822 | |
Qurate Retail, Inc., Class A* | | | 36,312 | | | | 401,248 | |
Sportsman’s Warehouse Holdings, Inc.* | | | 20,700 | | | | 324,886 | |
| | | | | | | 1,819,740 | |
Technology Services—8.7% |
Blucora, Inc.* | | | 31,444 | | | | 375,127 | |
Box, Inc., Class A* | | | 29,328 | | | | 575,709 | |
ChannelAdvisor Corp.* | | | 19,600 | | | | 329,672 | |
CoreLogic, Inc. | | | 6,900 | | | | 458,160 | |
Dropbox, Inc., Class A* | | | 19,500 | | | | 412,815 | |
EverQuote, Inc., Class A* | | | 7,600 | | | | 269,800 | |
FireEye, Inc.* | | | 33,400 | | | | 490,312 | |
Fiverr International Ltd.* | | | 2,600 | | | | 313,690 | |
NETGEAR, Inc.* | | | 16,741 | | | | 558,312 | |
Sciplay Corp., Class A* | | | 27,851 | | | | 367,215 | |
Upwork, Inc.* | | | 23,600 | | | | 359,428 | |
Zuora, Inc., Class A* | | | 35,100 | | | | 477,009 | |
| | | | | | | 4,987,249 | |
The accompanying notes are an integral part of the financial statements.
8
Bogle Investment Management
Small Cap Growth Fund
Portfolio of Investments (Concluded)
August 31, 2020
| | Number of Shares | | | Value | |
Transportation—2.0% |
Hub Group, Inc., Class A* | | | 9,547 | | | $ | 514,011 | |
Marten Transport Ltd. | | | 1,896 | | | | 34,431 | |
Providence Service Corp, (The)* | | | 6,208 | | | | 574,799 | |
| | | | | | | 1,123,241 | |
Utilities—2.4% |
MDU Resources Group, Inc. | | | 19,621 | | | | 463,448 | |
NRG Energy, Inc. | | | 11,600 | | | | 399,156 | |
Pampa Energia SA, SP ADR | | | 831 | | | | 9,548 | |
TransAlta Corp. | | | 14,755 | | | | 95,022 | |
Vistra Corp. | | | 19,900 | | | | 382,677 | |
| | | | | | | 1,349,851 | |
TOTAL COMMON STOCKS |
(Cost $49,881,106) | | | 55,522,473 | |
|
SHORT-TERM INVESTMENTS—2.7% |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 1,550,319 | |
TOTAL SHORT-TERM INVESTMENTS |
(Cost $1,550,319) | | | 1,550,319 | |
TOTAL INVESTMENTS—99.9% |
(Cost $51,431,425) | | | 57,072,792 | |
OTHER ASSETS IN EXCESS OF LIABILITIES—0.1% | | | 36,404 | |
NET ASSETS—100.0% | | $ | 57,109,196 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2020. |
ADR - American Depositary Receipt
PLC - Public Limited Company
SP ADR - Sponsored American Depositary Receipt
The accompanying notes are an integral part of the financial statements.
9
Bogle Investment Management
Small Cap Growth Fund
Statement Of Assets And Liabilities
August 31, 2020
Assets | | | | |
Investments, at value (cost $49,881,106) | | $ | 55,522,473 | |
Short-term investments, at value (cost $1,550,319) | | | 1,550,319 | |
Receivables for: | | | | |
Investments sold | | | 3,600,490 | |
Dividends | | | 41,686 | |
Prepaid expenses and other assets | | | 17,143 | |
Total assets | | | 60,732,111 | |
| | | | |
Liabilities | | | | |
Payables for: | | | | |
Investments purchased | | | 3,488,557 | |
Capital shares redeemed | | | 46,607 | |
Advisory fees | | | 42,598 | |
Other accrued expenses and liabilities | | | 45,153 | |
Total liabilities | | | 3,622,915 | |
Net assets | | $ | 57,109,196 | |
| | | | |
Net Assets Consist of: | | | | |
Par value | | $ | 2,028 | |
Paid-in capital | | | 51,898,793 | |
Total distributable earnings/(loss) | | | 5,208,375 | |
Net assets | | $ | 57,109,196 | |
| | | | |
Capital Shares: | | | | |
Net assets | | $ | 57,109,196 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 2,028,112 | |
Net asset value, offering and redemption price per share | | $ | 28.16 | |
The accompanying notes are an integral part of the financial statements.
10
Bogle Investment Management
Small Cap Growth Fund
Statement Of Operations
For the Year Ended August 31, 2020
Investment Income | | | | |
Dividends (net of foreign taxes withheld of $1,414) | | $ | 516,821 | |
Total investment income | | | 516,821 | |
| | | | |
Expenses | | | | |
Advisory fees (Note 2) | | | 594,063 | |
Administration and accounting fees (Note 2) | | | 51,594 | |
Audit and tax service fees | | | 32,884 | |
Legal fees | | | 27,102 | |
Registration and filing fees | | | 24,004 | |
Transfer agent fees (Note 2) | | | 21,929 | |
Officer fees | | | 19,372 | |
Printing and shareholder reporting fees | | | 12,796 | |
Custodian fees (Note 2) | | | 12,451 | |
Director fees | | | 10,870 | |
Other expenses | | | 11,198 | |
Total expenses before waivers | | | 818,263 | |
Less: waivers (Note 2) | | | (75,685 | ) |
Net expenses after waivers | | | 742,578 | |
Net investment income/(loss) | | | (225,757 | ) |
| | | | |
Net Realized and Unrealized Gain/(Loss) from Investments | | | | |
Net realized gain/(loss) from investments | | | 378,756 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 5,209,500 | |
Net realized and unrealized gain/(loss) on investments | | | 5,588,256 | |
Net Increase/(Decrease) in Net Assets Resulting from Operations | | $ | 5,362,499 | |
The accompanying notes are an integral part of the financial statements.
11
Bogle Investment Management
Small Cap Growth Fund
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
Increase/(Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment income/(loss) | | $ | (225,757 | ) | | $ | (409,303 | ) |
Net realized gain/(loss) from investments | | | 378,756 | | | | 292,411 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 5,209,500 | | | | (15,076,628 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 5,362,499 | | | | (15,193,520 | ) |
| | | | | | | | |
Dividends and Distributions to Shareholders: | | | | | | | | |
Total distributable earnings | | | (208,711 | ) | | | (9,977,095 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (208,711 | ) | | | (9,977,095 | ) |
| | | | | | | | |
Increase/(Decrease) in Net Assets Derived From Capital Share Transactions: | | | | | | | | |
Proceeds from shares sold | | | 486,094 | | | | 1,103,223 | |
Reinvestment of distributions | | | 199,405 | | | | 9,551,887 | |
Distributions for shares redeemed | | | (18,031,798 | ) | | | (12,761,667 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | (17,346,299 | ) | | | (2,106,557 | ) |
Total increase/(decrease) in net assets | | | (12,192,511 | ) | | | (27,277,172 | ) |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of period | | | 69,301,707 | | | | 96,578,879 | |
End of period | | $ | 57,109,196 | | | $ | 69,301,707 | |
| | | | | | | | |
Shares Transactions: | | | | | | | | |
Shares sold | | | 19,675 | | | | 42,495 | |
Shares reinvested | | | 7,251 | | | | 379,043 | |
Shares redeemed | | | (698,757 | ) | | | (469,806 | ) |
Net increase/(decrease) in shares outstanding | | | (671,831 | ) | | | (48,268 | ) |
The accompanying notes are an integral part of the financial statements.
12
Bogle Investment Management
Small Cap Growth Fund
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Year Ended August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 25.67 | | | $ | 35.14 | | | $ | 32.04 | | | $ | 27.00 | | | $ | 30.00 | |
Net investment income/(loss)(1) | | | (0.10 | ) | | | (0.15 | ) | | | (0.19 | ) | | | (0.18 | ) | | | (0.13 | ) |
Net realized and unrealized gain/(loss) from investments | | | 2.68 | | | | (5.55 | ) | | | 6.63 | | | | 5.22 | | | | 1.21 | |
Net increase/(decrease) in net assets resulting from operations | | | 2.58 | | | | (5.70 | ) | | | 6.44 | | | | 5.04 | | | | 1.08 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized capital gains | | | (0.09 | ) | | | (3.77 | ) | | | (3.34 | ) | | | — | | | | (4.08 | ) |
Total dividends and distributions to shareholders | | | (0.09 | ) | | | (3.77 | ) | | | (3.34 | ) | | | — | | | | (4.08 | ) |
Net asset value, end of period | | $ | 28.16 | | | $ | 25.67 | | | $ | 35.14 | | | $ | 32.04 | | | $ | 27.00 | |
Total investment return(2) | | | 10.04 | % | | | (16.02 | )% | | | 21.77 | % | | | 18.69 | % | | | 4.37 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 57,109 | | | $ | 69,302 | | | $ | 96,579 | | | | $ 106,278 | | | $ | 57,180 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.25 | % | | | 1.25 | % | | | 1.25 | % | | | 1.27 | % | | | 1.25 | % |
Ratio of expenses to average net assets without waiver and reimbursements(3) | | | 1.38 | % | | | 1.37 | % | | | 1.29 | % | | | 1.37 | % | | | 1.42 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.38 | )% | | | (0.53 | )% | | | (0.57 | )% | | | (0.61 | )% | | | (0.50 | )% |
Portfolio turnover rate | | | 302 | % | | | 344 | % | | | 349 | % | | | 366 | % | | | 380 | % |
(1) | Calculated based on average shares outstanding for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(3) | During the current fiscal period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
The accompanying notes are an integral part of the financial statements.
13
Bogle Investment Management
Small Cap Growth Fund
Notes To Financial Statements
August 31, 2020
1. Organization and Significant Accounting Policies
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Bogle Investment Management Small Cap Growth Fund (the “Fund”), which commenced investment operations on October 1, 1999.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The Fund’s investment objective is to provide long-term capital appreciation.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies”.
The end of the reporting period for the Fund is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Investments in other open-end investment companies, if any, are valued based on the NAV of those investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure the fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 – | Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 – | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| ● Level 3 – | Prices are determined using significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
14
Bogle Investment Management
Small Cap Growth Fund
Notes To Financial Statements (Continued)
August 31, 2020
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Common Stocks | | $ | 55,522,473 | | | $ | 55,522,473 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 1,550,319 | | | | 1,550,319 | | | | — | | | | — | |
Total Investments* | | $ | 57,072,792 | | | $ | 57,072,792 | | | $ | — | | | $ | — | |
* | Please refer to the Portfolio of Investments for further details. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers are disclosed if the Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Fund had no Level 3 transfers.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
Investment Transactions, Investment Income and Expenses — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gains are recorded as a reduction of cost of investments and/or as a realized gain. The Fund’s investment income, expenses (other than class specific distribution fees) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.
15
Bogle Investment Management
Small Cap Growth Fund
Notes To Financial Statements (Continued)
August 31, 2020
Dividends And Distributions To Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Coronavirus (COVID-19) Pandemic — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
Cash and Cash Equivalents — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
2. Investment Adviser and Other Services
Bogle Investment Management, L.P. (“Bogle” or the “Adviser”) serves as the investment adviser to the Fund. The Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the accompanying table.
The Adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent that total Fund operating expenses (excluding certain items discussed below) exceed the rate (“Expense Cap”) shown in the accompanying table. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and certain of these expenses could cause net total annual Fund operating expenses to exceed the Expense Cap: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until December 31, 2020 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after December 31, 2020. The Fund will not pay the Adviser at a later time for any amounts the Adviser may waive and/or any amounts that the Adviser has assumed.
Advisory Fee | Expense Cap |
1.00% | 1.25% |
During the current fiscal period, investment advisory fees accrued and waived were as follows:
Gross Advisory Fees | Waivers | Net Advisory Fees |
$594,063 | $(75,685) | $518,378 |
16
Bogle Investment Management
Small Cap Growth Fund
Notes To Financial Statements (Continued)
August 31, 2020
Effective September 1, 2019, if at any time the Fund’s total annual Fund operating expenses (excluding certain items discussed above) for a year are less than the Expense Cap, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed the Expense Cap that was in effect at the time of the waiver or reimbursement. As of the end of the reporting period, the Fund had amounts available for recoupment as follows:
EXPIRATION | |
August 31, 2021 | August 31, 2022 | August 31, 2023 | Total |
$— | $— | $75,685 | $75,685 |
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Fund. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Fund’s transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s distributor.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Statement of Operations.
3. Director and Officer Compensation
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund or the Company. For Director and Officer compensation amounts, please refer to the Statement of Operations.
4. Purchases and Sales of Investment Securities
During the current fiscal period, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales |
$175,632,420 | $193,569,442 |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
17
Bogle Investment Management
Small Cap Growth Fund
Notes To Financial Statements (Continued)
August 31, 2020
5. Federal Income Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the Fund were as follows:
Federal Tax Cost | Unrealized Appreciation | Unrealized (Depreciation) | Net Unrealized Appreciation/ (Depreciation) |
$51,868,805 | $8,550,255 | $(3,346,268) | $5,203,987 |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Permanent differences as of August 31, 2020, primarily attributable to tax equalization and PFICs, were reclassified among the following accounts:
DISTRIBUTABLE EARNINGS/(LOSS) | Paid-In Capital |
$(267) | $267 |
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
CAPITAL LOSS CARRYFORWARD | UNDISTRIBUTED ORDINARY INCOME | Undistributed Long-Term Capital Gains | Unrealized Appreciation/ (Depreciation) | Qualified Late-Year Loss Deferral |
$(16,658) | $21,046 | $— | $5,203,987 | $— |
The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes. Short-term and foreign currency gains, if applicable, are reported as ordinary income for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:
| Ordinary Income | LONG-TERM CAPITAL GAINS | Total |
2020 | $ — | $ 208,711 | $ 208,711 |
2019 | 8,520,438 | 1,456,657 | 9,977,095 |
18
Bogle Investment Management
Small Cap Growth Fund
Notes To Financial Statements (Concluded)
August 31, 2020
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
The Fund is permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses. As of August 31, 2020, the Fund had capital loss carryforwards of $16,658.
6. New Accounting Pronouncements and regulatory updates
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurement. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Fund’s financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
7. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.
19
Bogle Investment Management
Small Cap Growth Fund
Report of Independent Registered Public Accounting Firm
To the Board of Directors of The RBB Fund, Inc. and Shareholders of Bogle Investment Management Small Cap Growth Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Bogle Investment Management Small Cap Growth Fund (the “Fund”), a separately managed portfolio of The RBB Fund, Inc., as of August 31, 2020, the related statement of operations for the year ended August 31, 2020, the statement of changes in net assets for each of the two years in the period ended August 31, 2020, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2020 (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 August 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended August 31, 2020 and the financial highlights for each of the five years in the period ended August 31, 2020 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 laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks 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 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. Our procedures included confirmation of securities owned as of August 31, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Philadelphia, Pennsylvania
October 27, 2020
We have served as the auditor of one or more Bogle Investment Management, L.P. investment companies since 2000.
20
Bogle Investment Management
Small Cap Growth Fund
Shareholder Tax Information
(Unaudited)
Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable year ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2020. During the fiscal year ended August 31, 2020, the following dividends and distributions were paid by the Fund:
Ordinary Income Dividend | Long-Term Capital Gain Dividends |
$— | $208,711 |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
The percentage of ordinary income dividends qualifying for the 15% dividend tax rate is 0.00%.
The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 0.00%.
The Fund designates 0.00% of the ordinary income distributions as qualified short-term gain pursuant to the American Job Creation Act of 2004.
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.
In general, dividends received by tax exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting. Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.
21
Bogle Investment Management
Small Cap Growth Fund
Other Information (Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling (877) 264-5346 and on the SEC’s website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC website at http://www.sec.gov.
Approval Of Investment Advisory Agreement
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between Bogle and the Company (the “Investment Advisory Agreement”) on behalf of the Fund, at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Bogle with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement between the Company and Bogle with respect to the Fund, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Bogle’s services provided to the Fund; (ii) descriptions of the experience and qualifications of Bogle’s personnel providing those services; (iii) Bogle’s investment philosophies and processes; (iv) Bogle’s assets under management and client descriptions; (v) Bogle’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Bogle’s current advisory fee arrangement with the Company and other similarly managed clients; (vii) Bogle’s compliance procedures; (viii) Bogle’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Fund; (ix) the extent to which economies of scale are relevant to the Fund; (x) a report prepared by Broadridge/Lipper comparing the Fund’s management fees and total expense ratio to those of its Lipper Group and comparing the performance of the Fund to the performance of its Lipper Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Bogle. The Directors concluded that Bogle had substantial resources to provide services to the Fund and that Bogle’s services had been acceptable.
The Directors also considered the investment performance of the Fund and Bogle. The Directors noted that the Fund had outperformed the Fund’s primary benchmark for the ten-year and since-inception periods ended March 31, 2020. The Directors also considered the Fund’s 3rd quintile ranking within its Lipper Performance Group for the one-year, three-year and four-year periods ended December 31, 2019.
22
Bogle Investment Management
Small Cap Growth Fund
Other Information (Concluded)
(Unaudited)
The Board also considered the advisory fee rate payable by the Fund under the Investment Advisory Agreement. In this regard, information on the fees paid by the Fund and the Fund’s total operating expense ratio (before and after fee waivers and expense reimbursements) was compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that the Fund’s actual advisor fees ranked in the 3rd quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 2nd quintile of its Lipper Expense Group. In addition, the Directors noted that Bogle has contractually agreed to waive management fees and reimburse expenses through December 31, 2020 to the extent that total annual Fund operating expenses exceed 1.25% for the Fund.
After reviewing the information regarding the Fund’s costs, profitability and economies of scale, and after considering Bogle’s services, the Directors concluded that the investment advisory fees paid by the Fund were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one-year period ending August 16, 2021.
23
Bogle Investment Management
Small Cap Growth Fund
Company Management
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (877) 264-5346.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
24
Bogle Investment Management
Small Cap Growth Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present 1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
25
Bogle Investment Management
Small Cap Growth Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
OFFICERS |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
26
Bogle Investment Management
Small Cap Growth Fund
Company Management (Concluded)
(Unaudited)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the past five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
27
Bogle Investment Management
Small Cap Growth Fund
Privacy Notice
(Unaudited)
FACTS | WHAT DOES THE Bogle Investment Management Small Cap Growth Fund DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Bogle Investment Management Small Cap Growth Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your personal information | Does the Bogle Investment Management Small Cap Growth Fund share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | We don’t share. |
For our affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share. |
For our affiliates to market to you | No | We don’t share. |
For nonaffiliates to market to you | No | We don’t share. |
Questions? | Call (877) 264-5346 or go to www.boglefunds.com |
28
Bogle Investment Management
Small Cap Growth Fund
Privacy Notice (Continued)
(Unaudited)
What we do | |
How does the Bogle Investment Management Small Cap Growth Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Bogle Investment Management Small Cap Growth Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
European Union’s General Data Protection Regulation | In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to ● Check whether we hold personal information about you and to access such data (in accordance with our policy) ● Request the correction of personal information about you that is inaccurate ● Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible ● Request the erasure of your personal information ● Request the restriction of processing concerning you The legal grounds for processing of your personal information is for contractual necessity and compliance with law. If you wish to exercise any of your rights above, please call: 1-844-261-6484. You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us. The Bogle Investment Management Small Cap Growth Fund shall retain your personal data for as long as you are an investor in the Fund and thereafter as long as necessary to comply with applicable laws that require the Fund to retain your personal data, such as the Securities and Exchange Commission’s data retention rules. Your personal data will be transferred to the United States so that the Fund may provide the agreed upon services for you. No adequacy decision has been rendered by the European Commission as to the data protection of your personal data when transferring it to the United States. However, the Fund does take the security of your personal data seriously. You also have the right to lodge a complaint with the appropriate regulatory authority with respect to issues you may have. |
29
Bogle Investment Management
Small Cap Growth Fund
Privacy Notice (Concluded)
(Unaudited)
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Bogle Investment Management, L.P. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Bogle Investment Management Small Cap Growth Fund doesn’t share with nonaffiliates so they can market to you. The Fund may share information with nonaffiliates that perform marketing services on our behalf. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Bogle Investment Management Small Cap Growth Fund does not jointly market. |
Controller | “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the Controller or the specific criteria for its nomination may be provided for by European Union or European Member State law. |
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Investment Adviser
Bogle Investment Management, L.P.
2310 Washington Street
Suite 310
Newton Lower Falls, MA 02462
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1800
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
BOG-AR20
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Boston Partners Investment Funds of The RBB Fund, Inc. |
Annual Report
August 31, 2020
Boston Partners Small Cap Value Fund II
Boston Partners Long/Short Equity Fund
Boston Partners Long/Short Research Fund
Boston Partners All-Cap Value Fund
WPG Partners Small/Micro Cap Value Fund
Boston Partners Global Equity Fund
Boston Partners Global Long/Short Fund
Boston Partners Emerging Markets Dynamic Equity Fund (formerly Boston Partners Emerging Markets Long/Short Fund)
Boston Partners Emerging Markets Fund
Boston Partners Global Equity Advantage Fund
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-888-261-4073.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1-888-261-4073 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Funds.
This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Funds.
BOSTON PARTNERS INVESTMENT FUNDS
Table of Contents
BOSTON PARTNERS INVESTMENT FUNDS
GENERAL MARKET COMMENTARY
Dear Shareholder,
If Rip Van Winkle awoke from a year-long sleep on August 31, 2020 and opened his 401K Statement for the period, he would have thought that the stock market had once again produced a year of superlative returns, with the S&P 500 Index posting a total return gain of +29.9% over the period. Little would he have known about the tumultuous events that shook many investors to the core during the course of the year.
In the real world, the performance of the S&P 500 Index over the fiscal year ended August 31, 2020 is best described by breaking the period into two sub-periods: pre-COVID and post-COVID. From August 30, 2019 to its initial peak on February 19, 2020, the S&P 500 Index gained +16.7%, benefitting from a combination of a dovish Federal Reserve (“Fed”) policy (the so-called “Powell Put”), upside earnings revisions and steady GDP growth.
The first recorded case of the 2019 novel coronavirus (“COVID-19”) in the United States was reported on January 20th, the first U.S. confirmed person-to-person transmission of COVID-19 occurred on January 30th and the first known U.S. death from COVID-19 occurred on February 6th. While new cases of the virus had begun to subside in China, outbreaks in the U.S. and other countries began to rocket higher. South Korea, which had reported 51 cases on February 19th, saw the number of those infected swell to 2,931 by the end of the month. Over the last seven trading days of February 2020, the S&P 500 Index dropped -12.8% from its February 19th peak, including a final week loss of -11.5% (its worst weekly performance since the Financial Crisis of 2008), as the U.S. officially entered into a recession.
As U.S. and global infections, hospitalizations and deaths continued to mount, the S&P 500 Index entered bear-market territory on March 12th, and by March 23rd had suffered a drawdown of nearly 34% from its peak to trough, with all eleven sectors comprising the index falling deep into “red” territory. Although still posting significant losses, large-cap lost less than small-cap stocks, growth bettered value, high quality beat low quality and the U.S. slightly outpaced both the MSCI EAFE Index and emerging markets. Outflows from equities were enormous, with bonds and money market instruments becoming the beneficiaries of inflows.
From there, an unprecedented amount of monetary and fiscal stimulus ensued, with the Fed expanding its balance sheet from $4.158 trillion on February 26th to $7.168 trillion by early June and cutting the Fed Funds rate from 1.5% in February to 0.0% by March. During March and April, the U.S. government passed three main relief packages and one supplemental one, totaling nearly $2.8 trillion.
Massive liquidity was the initial spark that led stocks to rally off the lows of March 2020. However, evidence of a potential “V-shaped” economic recovery also began to emerge, making the economic backdrop less of a hindrance and enabling the S&P 500 Index to string together five consecutive months of gains through August, returning +36.5% over the period and its best five-month gain since 1938. The rally was also supported by signs of progress towards a “CARES 2” act out of Congress, encouraging news regarding a coronavirus vaccine, a lower U.S. dollar value, a blowout second quarter 2020 earnings season and a dovish shift in Fed policy regarding inflation and employment targets.
Over the one-year period ended August 31, 2020, all sectors of the S&P 500 Index had gains, though Consumer Discretionary and Technology stocks stood out, returning +58.6% and +54.4% respectively. The FAANMG stocks (Facebook, Apple, Amazon, Netflix, Microsoft, Google) gained +68.4% on a capitalization-weighted basis during the same period, contributing 35% of the S&P 500 Index’s total return.
For the fiscal year ended August 31, 2020, return rankings were as follows: Large-cap beat small cap stocks (Russell 1000 Index: +22.5%; Russell 2000 Index: +6.0%), growth outpaced value (Russell 1000 Growth Index: +44.3%; Russell 1000 Value Index: +0.8%), the S&P 500 Index surpassed both the MSCI EAFE Index and emerging markets in dollar and local currency terms (MSCI EAFE Index: +6.6% $USD, +0.05% local; MSCI Emerging Markets (EM) Index: +14.9% $USD, +16.4% local) but in a reversal of the post-COVID-19 trend, low-quality beat high-quality stocks (Standard & Poor’s B+ or better: +4.3%; Standard & Poor’s B- or worse: +10.1%).
Looking Ahead
At its Jackson Hole Symposium that was held in August, the Fed unveiled the results of its Monetary Policy Framework Review, adopting “average inflation targeting”1 that will allow the economy to “run hot” during expansions. This plan aims for average inflation of 2% over an entire economic cycle, offsetting any prolonged periods of sub-2% inflation occurring during downturns. Fed Chairman Powell noted that a low unemployment rate would not be a governor on the Fed’s policy, effectively dispelling the former “Phillip’s Curve” guidepost of low unemployment being a trigger to higher inflation. This change should lead to a “lower for longer” interest rate environment that we believe would most likely be conducive to additional gains in equities and help justify elevated price/earnings ratios.
Negative real interest rates and an expanding budget deficit should continue to pressure the U.S. dollar’s value, which should be beneficial to multi-national corporations, and both developed and emerging market stocks. The creation of the European recovery fund and the upcoming issuance of joint pan-European bonds to fund the initiative could finally be a positive game-changer for the Eurozone.
While there are many open questions regarding the path to further progress for both the economy and the stock market, to quote former Secretary of Defense Donald Rumsfeld, the following three stand out as “known, unknowns”:
Annual Report 2020 | 1
BOSTON PARTNERS INVESTMENT FUNDS
GENERAL MARKET COMMENTARY (CONCLUDED)
1) | Barring a school-opening-induced spike in COVID-19 cases that could shut down U.S. cities, counties or states, will the monetary and fiscal stimulus measures enacted to date be enough to sustain growth for the U.S. economy until a vaccine is available, or will additional measures be needed to circumvent the potential for a series of “aftershock” events that could lead to a “K”-shaped recovery, with segments of the economy doing well while others continue to suffer? |
2) | If the Fed is successful in its efforts to spur an increase in inflation, will its bond purchases be sufficient to keep rates low, or will “bond market vigilantes” demand to be compensated with higher real rates, potentially reversing the price/earnings ratio expansion that has fueled this year’s bull market? |
3) | Will further stock market appreciation require investor rotation into styles/sectors (Value, Financials) that have not enjoyed the level of investor enthusiasm that has driven the recent market rally’s winners (Growth, Tech)? |
And lastly, during election years, the September/October period has historically been harsh to stocks returns. In fact, September has been the weakest month of the year over the last twenty years, and second only to October as the worst month of the year during election years, based on results dating back to 1950. On August 17th, the VIX Index of implied S&P 500 Index volatility hit a post-COVID-19 low of 21.4 and, as of month-end, had risen to 26.5 (a 24% increase). During the last election year that coincided with a recession (2008), the VIX Index had an average level of 45.7 during the September/October period.
Given the contentious nature of this year’s election, we would not be surprised to see the VIX Index gravitate higher.
Past Performance is not a guarantee of future results.
Opinions expressed herein are as of August 31, 2020 and are subject to change at any time, are not guaranteed and should not be considered investment advice. This report is for the information of shareholders of the Funds. It may also be used as sales literature when preceded or accompanied by the current prospectus.
MSCI EAFE (EAFE) Index is a stock market index that is designed to measure the equity market performance of developed markets outside of the U.S. & Canada. It is maintained by MSCI Inc., a provider of investment decision support tools; the EAFE acronym stands for Europe, Australasia and Far East.
1 | Speech by Federal Reserve Chair Jerome H. Powell at an economic symposium in Jackson Hole, WY on August 27, 2020. |
2 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS SMALL CAP VALUE FUND II (UNAUDITED)
Dear Shareholder,
In the first quarter of 2020, equity markets in the United States as measured by the S&P 500 Index suffered their worst quarter since the financial crisis in 2008, bringing the longest bull market in US history to an abrupt halt. Economic fallout from the coronavirus outbreak closed businesses and social distancing measures were implemented across the country. Small cap stocks struggled in this volatile environment, and the Russell 2000 Value Index was the poorest performing segment of the US economy during the first quarter, down over 35%. The S&P 500 Index rebounded in the second quarter of 2020 on investor optimism from state economies reopening across the country along with massive monetary and fiscal stimulus packages. The Russell 2000 Value Index also climbed, up 18.9% for the second quarter, followed by positive returns for July and August 2020.
For the one-year period ended August 31, 2020, the small cap value market as represented by the Russell 2000 Value Index (the “Index”) declined -6.14% as solid positive returns in 2019 were erased by the sharp decline in Q1 2020. The Boston Partners Small Cap Value Fund II (the “Fund”) returned -8.07% (net of fees) for the year, underperforming its benchmark Index. Stock selection for the strategy detracted from performance for the period, with the bulk of relative underperformance coming from the Financials sector. The Fund’s mortgage REIT positions detracted significantly in the first quarter, as turmoil hit the mortgage markets. Triggered by the pandemic, concerns about credit and liquidity pushed down mortgage bond prices and reduced the value of many mortgage REIT companies’ portfolios. Their lenders demanded more cash (margin) due to lower collateral values, which caused the companies to sell assets to raise cash and pressured their businesses. We sold the Fund’s holdings in MFA Financial when the company announced it could not meet margin calls. A bit belatedly, the Federal Reserve stepped in to stabilize the mortgage market. Also detracting on a relative basis were the Fund’s positions within the Consumer Discretionary and Health Care sectors. Though the Fund’s positions in both sectors outperformed the small cap value market generally, they lagged the performance of the Consumer Discretionary and Health Care sector stocks included in the Index. Within the Discretionary sector, the Fund’s holdings were based on attractive valuation, along with fundamentals that we believed could weather a difficult period as well as profit when the environment improved. With the market’s quick turnaround starting in late March, however, some of the stocks that we believed were most at risk surged, including hotels, restaurants and leisure stocks. We believed an economic rebound would be bumpy and it remains unclear whether many companies will meet expectations set by their recent prices.
On the positive side, sector allocation added to relative performance across almost all sectors. Underweights to the Real Estate and Utilities sectors added value for the Fund, as these sectors declined over -17% for the one-year period ended August 31, 2020. We continued to find opportunities elsewhere, particularly during this volatile time, in quality companies that had more attractive valuations coupled with better return outlooks. This led to overweights to sectors such as Consumer Discretionary, Information Technology and Health Care, all up over 18% for the period, which added to relative performance.
Top Ten Positions (as of 8/31/20) | % of Net Assets |
Graphic Packaging Holding Co. | | | 2.7 | % |
Lithia Motors, Inc., Class A | | | 2.4 | % |
SYNNEX Corp. | | | 2.2 | % |
Change Healthcare, Inc. | | | 2.1 | % |
National General Holdings Corp. | | | 2.0 | % |
ABM Industries, Inc. | | | 1.8 | % |
Valvoline, Inc. | | | 1.8 | % |
SLM Corp. | | | 1.6 | % |
Walker & Dunlop, Inc. | | | 1.6 | % |
Energizer Holdings, Inc. | | | 1.6 | % |
| | | | |
Portfolio Review (as of 8/31/20) | | | | |
P/E: Price/Earnings: | | | 13.1 | x |
P/B: Price/Book: | | | 1.5 | x |
Holdings: | | | 145 | |
Weighted Average Market Capitalization (millions): | | | $3,037 | |
ROE: Return on Equity: | | | 8.5 | % |
OROA: Operating Return on Operating Assets: | | | 62.9 | % |
Portfolio holdings are subject to change at any time.
Small cap companies are those with a market capitalization similar to the Russell 2000® Index. These companies tend to be more volatile, less liquid, not as diversified in their business activities as companies with market capitalizations greater than the market capitalization of companies in the Russell 2000® Index, and they may fluctuate widely in market value. Small caps may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Foreign securities may expose the Fund to currency and exchange rate fluctuations. Illiquid securities may be limited in resale and cause uncertainty in determining valuation. As a result, an investment in Boston Partners Small Cap Value Fund II should be part of a carefully diversified portfolio.
Despite the volatility of 2020, the Fund has continued to exhibit attractive valuation, solid fundamentals and respectable business momentum relative to the Index. We have taken advantage of the changing environment to purchase high-quality names that are typically unavailable to the Fund due to size or valuations, which we believe have better balance sheets and geographic diversity. While investors are looking out to 2021 or beyond for company earnings to ‘normalize’, we are following the same philosophy and process that supported the Fund coming out of the financial crisis of 2008 and the internet bubble of the late 1990’s. As always, we continue to structure the Fund with better than market valuation, strong fundamentals and positive business momentum, which has provided outperformance since the fund inception.
Sincerely,
David Dabora, CFA
Portfolio Manager, Boston Partners Small Cap Value Fund II
Annual Report 2020 | 3
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS SMALL CAP VALUE FUND II (UNAUDITED) (CONTINUED)
Comparison of Change in Value of $100,000 Investment in
Boston Partners Small Cap Value Fund II vs. Russell Indices
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell indices are unmanaged, do not incur expenses and are not available for investment.
For The Periods Ended August 31, 2020
| | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Small Cap Value Fund II | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | –7.88 | % | | | 3.44 | % | | | 9.33 | % | | | 1.17 | % | | | 1.10 | % |
Russell 2000® Value Index | | | –6.14 | % | | | 4.37 | % | | | 8.71 | % | | | n/a | | | | n/a | |
Russell 2000® Index(1) | | | 6.02 | % | | | 7.65 | % | | | 11.53 | % | | | n/a | | | | n/a | |
| |
1 | This is not a primary benchmark of the Fund. Results of the index performance are presented for general comparative purposes. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Effective as of June 1, 2020 the Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (excluding certain items discussed below) for the Fund’s Institutional Class shares exceeds 0.99% of the average daily net assets attributable to the Fund’s Institutional Class shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 0.99%: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. (the “Board of Directors” or the “Board”). Prior to June 1, 2020, the Fund’s contractual expense cap with respect to Institutional Class shares was 1.10%. If at any time the Fund’s total annual Fund operating expenses (not including acquired fund fees and expenses, short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 0.99% or the expense cap then in effect, whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. Annual operating expense ratios above are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
4 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS SMALL CAP VALUE FUND II (UNAUDITED) (CONCLUDED)
Comparison of Change in Value of $10,000 Investment in
Boston Partners Small Cap Value Fund II vs. Russell Indices
The chart assumes a hypothetical $10,000 initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell indices are unmanaged, do not incur expenses and are not available for investment.
For The Periods Ended August 31, 2020
| | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Small Cap Value Fund II | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | –8.07 | % | | | 3.18 | % | | | 9.05 | % | | | 1.42 | % | | | 1.35 | % |
Russell 2000® Value Index | | | –6.14 | % | | | 4.37 | % | | | 8.71 | % | | | n/a | | | | n/a | |
Russell 2000® Index(1) | | | 6.02 | % | | | 7.65 | % | | | 11.53 | % | | | n/a | | | | n/a | |
| |
1 | This is not a primary benchmark of the Fund. Results of the index performance are presented for general comparative purposes. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Effective as of June 1, 2020, the Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (excluding certain items discussed below) for the Fund’s Investor Class shares exceeds 1.24% of the average daily net assets attributable to the Fund’s Investor Class shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.24%: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. Prior to June 1, 2020, the Fund’s contractual expense cap with respect to Investor Class shares was 1.35%. If at any time the Fund’s total annual Fund operating expenses (not including acquired fund fees and expenses, short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 1.24% or the expense cap then in effect, whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
Annual Report 2020 | 5
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT EQUITY FUND (UNAUDITED)
Dear Shareholder,
The Boston Partners Long/Short Equity Fund (the “Fund”) - Institutional Class shares returned -5.78% net of fees while averaging 54% net long exposure for the fiscal year ended August 31, 2020. This compares to the 21.94% return posted by the S&P 500 Index during the same period.
The fiscal year was marked by erratic stock market performance, as the S&P 500 Index plummeted as the spread of the coronavirus identified as COVID-19 wreaked personal, economic, and financial havoc globally. The S&P 500 Index’s historically quick decline was soon followed by a similarly rapid advance. While the market was extraordinarily volatile, the performance of certain investment factors was somewhat consistent in that the companies with the most expensive valuations and best revenue growth led the market during both the drawdown and recovery, an extremely rare feat. In the end, we observed the amplification of recent years’ trends, as investors seemingly disregarded valuations and continued to favor stocks with high revenue growth, good price momentum, and expensive valuations. As a result, growth continued its dominance over value, as the Russell 3000 Growth Index returned 42.59% while the Russell 3000 Value Index returned 0.39% for the fiscal year. This was a “gale force headwind” for our value-oriented approach, as the most expensive cohort of the S&P 500 Index drove the Index’s return.
The Fund’s long holdings rose in price approximately 6.33%, with the Fund’s low price-to-earnings tilt relative to the S&P 500 Index (owning inexpensive, not owning expensive stocks) being the primary driver of long underperformance relative to the S&P 500 Index. Technology, Industrials and Consumer Discretionary holdings were the top sector contributors during the year. Electronics and technology hardware holdings soared higher in price amid an improving demand backdrop. Industrials gains were driven by housing-related stocks, as housing demand soared higher amidst the COVID-19 pandemic. Consumer Discretionary gains were primarily driven by non-US e-commerce positions, as we are finding better valuations in the space outside of the US.
The Fund’s short holdings rose in price approximately 71.07% and detracted from Fund performance, though losses were mitigated due to cutting short exposure roughly in half ahead of the market’s strong recovery in Q2 2020. Losses were most pronounced in the Technology, Consumer Discretionary, and Communication Services sectors. Small- to mid-cap ’software as a service’ companies within the Technology sector soared higher in price during the year. Within the Consumer Discretionary sector, auto-related and e-commerce shorts detracted from results. Communication Services sector shorts were aided by the nature of the pandemic, though prospectively we believe many of these holdings are poised to revert to mean prices from statistically exorbitant valuations.
The Fund began the period with 45% net long exposure and ended the fiscal year with 68% net long exposure, with the reduction being primarily a result of covering short holdings amid the market’s downturn early in the calendar year. The Fund ended the fiscal year with largest long exposures to the Technology, Health Care and Financials sectors and largest short exposures to the Technology, Health Care and Consumer Discretionary sectors.
Top Ten Positions (as of 8/31/20) | | % of Net Assets |
Facebook, Inc., Class A | | | | | | | 2.6% | |
Citigroup, Inc. | | | | | | | 1.8% | |
BMC Stock Holdings, Inc. | | | | | | | 1.8% | |
Novartis AG - SP ADR | | | | | | | 1.6% | |
Alibaba Group Holding Ltd. - SP ADR | | | | | | | 1.4% | |
Johnson & Johnson | | | | | | | 1.3% | |
Pfizer, Inc. | | | | | | | 1.3% | |
Berkshire Hathaway, Inc., Class B | | | | | | | 1.2% | |
Cigna Corp. | | | | | | | 1.2% | |
Berry Global Group, Inc. | | | | | | | 1.2% | �� |
| | | | | | | | |
Portfolio Review (as of 8/31/20) | | | Long | | | | Short | |
P/E: Price/Earnings: | | | 15.2 | x | | | 60.3 | x |
P/B: Price/Book: | | | 1.6 | x | | | 11.0 | x |
Holdings: | | | 133 | | | | 65 | |
Weighted Average Market Capitalization (millions): | | | $75,125 | | | | $21,944 | |
ROE: Return on Equity: | | | 15.0 | % | | | –18.6 | % |
OROA: Operating Return on Operating Assets: | | | 53.1 | % | | | 24.4 | % |
Portfolio holdings are subject to change at any time.
The Boston Partners Long/Short Equity Fund may be more volatile and risky than some other forms of investments. Since the Fund has both a long and a short portfolio, there is the risk that the portfolio managers may make more poor investment decisions than those of a fund with only a long portfolio. The Fund may have a high portfolio turnover rate that could increase transaction costs and cause short-term capital gains to be realized. Investments made in small or mid- capitalization companies may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small caps may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Foreign securities may expose the Fund to currency and exchange rate fluctuations. Illiquid securities may be limited in resale and cause great uncertainty in determining valuation. High yield debt (also known as “junk bonds”), may be sensitive to changes in financial strength of an issuer or the debt’s credit rating; an issuer of high yield debt may default on its obligation to pay interest and principal. All of these factors may cause greater volatility and less liquidity. An investment in the Fund should be part of a carefully diversified portfolio.
We have for several years held the view that the US equity market needed to break out of the status quo that significantly favored growth over value investments since 2017 - a flattening yield curve and sluggish yet positive growth. We are now clearly out of what was commonly described as the “Goldilocks” economy, having gone through a recession with a recovery now seemingly underway. From a starting point of historically wide valuation spreads (the price-to-earnings multiple differential between cheap and expensive stocks), historically low interest rates (a negative real U.S. 10-year Treasury yield!) and trillions of dollars of fiscal and monetary stimulus resulting in 25% year-over-year growth in M2 money supply (a post WWII record), we believe the prospects for value investing are quite bright. Despite the skeptics - growing more numerous by the day - we believe value is not dead by any means, as value investing relies upon a recurring pattern of human behavior as old as time: as investors repeatedly become too optimistic about one cohort of stocks and too pessimistic toward another; once these preferences reach an extreme, value is probabilistically advantaged. We continue to steadfastly imple-
6 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT EQUITY FUND (UNAUDITED) (CONTINUED)
ment our investment approach and, as the late Winston Churchill once famously said, “take refuge under the impenetrable arch of probability.”
We continue to focus our efforts on purchasing shares of only those companies we deem most likely to appreciate on the long side, while selling short securities likely to fail due to a combination of valuation risk, earnings risk, and/or balance sheet risk. Our analysis process is bottom-up and rooted in the three-circle framework of low valuation, positive momentum and strong business fundamentals that the portfolio managers of Boston Partners and its predecessors have been employing for over a quarter century.
Sincerely,
Pat Regan, CFA and Robert Jones, CFA
Portfolio Managers for the Boston Partners Long/
Short Equity Fund
Annual Report 2020 | 7
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT EQUITY FUND (UNAUDITED) (CONTINUED)
Comparison of Change in Value of $100,000 Investment in
Boston Partners Long/Short Equity Fund vs. S&P 500® Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Index is unmanaged, does not incur expenses and is not available for investment.
For The Periods Ended August 31, 2020
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | |
Institutional Class | | –5.78% | | | 0.99% | | | 5.40% | | | 2.68% | | 2.18% |
S&P 500® Index | | 21.94% | | | 14.46% | | | 15.16% | | | n/a | | n/a |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Effective as of February 28, 2020, the Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (other than acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) for the Fund’s Institutional Class exceeds 1.96% of the average daily net assets attributable to the Fund’s Institutional Class shares. Because dividend expenses on short sales, acquired fund fees and expenses, brokerage commissions, extraordinary items, interest and taxes are excluded from the expense limitation, total annual Fund operating expenses (after fee waivers and expense reimbursements) are expected to exceed 1.96%. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. Prior to February 28, 2020, the Fund's contractual expense cap with respect to Institutional Class shares was 2.50%. If at any time the Fund's total annual Fund operating expenses (not including short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 1.96% or the expense cap then in effect, whichever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above (including interest and dividend expense on short sales) are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
8 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT EQUITY FUND (UNAUDITED) (CONCLUDED)
Comparison of Change in Value of $10,000 Investment in
Boston Partners Long/Short Equity Fund vs. S&P 500® Index
The chart assumes a hypothetical $10,000 initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Index is unmanaged, does not incur expenses and is not available for investment.
For The Periods Ended August 31, 2020
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Equity Fund |
Investor Class | | –5.99% | | | 0.75% | | | 5.15% | | | 2.93% | | 2.43% |
S&P 500® Index | | 21.94% | | | 14.46% | | | 15.16% | | | n/a | | n/a |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Effective as of February 28, 2020, the Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (other than acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) for the Fund’s Investor Class shares exceeds 2.21% of the average daily net assets attributable to the Fund’s Investor Class shares. Because dividend expenses on short sales, acquired fund fees and expenses, brokerage commissions, extraordinary items, interest and taxes are excluded from the expense limitation, total annual Fund operating expenses (after fee waivers and expense reimbursements) are expected to exceed 2.21%. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. Prior to February 28, 2020, the Fund's contractual expense cap with respect to Investor Class shares was 2.75%. If at any time the Fund's total annual Fund operating expenses (not including short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 2.21% or the expense cap then in effect, whichever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above (including interest and dividend expense on short sales) are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
Annual Report 2020 | 9
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT RESEARCH FUND (UNAUDITED)
Dear Shareholder,
The Boston Partners Long/Short Research Fund (“Fund”) -Institutional Class shares returned -10.13% net of fees while averaging 47% net long exposure for the fiscal year ended August 31, 2020. This compares to the 21.94% return posted by the S&P 500 Index during the same period.
The fiscal year was marked by erratic stock market performance, as the S&P 500 Index plummeted as the spread of the coronavirus identified as COVID-19 wreaked personal, economic, and financial havoc globally. The S&P 500 Index’s historically quick decline was soon followed by a similarly rapid advance. While the market was extraordinarily volatile, the performance of certain investment factors was somewhat consistent in that the companies with the most expensive valuations and best revenue growth led the market during both the drawdown and recovery, an extremely rare feat. In the end, we observed the amplification of recent years’ trends, as investors seemingly disregarded valuations and continued to favor stocks with high revenue growth, good price momentum, and expensive valuations. As a result, growth continued its dominance over value, as the Russell 3000 Growth Index returned 42.59% while the Russell 3000 Value Index returned 0.39% for the fiscal year. This was a “gale force headwind” for our value-oriented approach, as the most expensive cohort of the S&P 500 Index drove the Index’s return.
The Fund’s long holdings rose in price approximately 4.85% during the fiscal year. Top contributors included holdings in the Technology, Industrials and Health Care sectors. Technology gains were driven by semiconductors and semiconductor manufacturing equipment holdings on strengthening demand from a variety of end markets. Industrials gains came primarily from railroads and machinery where business momentum strongly improved over the final several months of the period. Managed care and pharmaceutical holdings within the Health Care sector also benefitted from a combination of improving business momentum as well as receding regulatory risk.
The Fund’s short holdings were up in price approximately 32.05% and detracted from Fund returns. We aim to short expensive stocks with earnings risk and weak profitability, and as previously mentioned, many stocks with more expensive price-to-earnings ratios soared higher in price during the year. Technology, Consumer Discretionary, and Industrials sector shorts were the top detractors. Within the Technology sector, high revenue growth - yet in most cases profitless - software stocks moved higher primarily due to price-to-sales multiple expansion during the year. Auto-related and e-commerce shorts in the Consumer Discretionary sector detracted from performance. Lastly, machinery and housing-related shorts in the Industrials sector rose in price primarily during the post-March recovery and detracted from Fund returns.
The Fund began the period with 47% net long exposure and ended with 50% net long exposure, an increase attributable to covering several shorts during the fiscal year. At the end of the period, the largest exposures in the long portfolio resided in the Finance, Technology, and Industrials sectors, while largest short exposures were in the Finance, Consumer Discretionary, and Technology sectors. We continue to favor large-cap stocks on
Top Ten Positions (as of 8/31/20) | % of Net Assets |
Alphabet, Inc., Class A | | | 3.3 | % |
Facebook, Inc., Class A | | | 2.2 | % |
Alphabet, Inc., Class C | | | 1.6 | % |
Microsoft Corp. | | | 1.5 | % |
Samsung Electronics Co., Ltd. | | | 1.3 | % |
Coca-Cola European Partners PLC | | | 1.3 | % |
Ameriprise Financial, Inc. | | | 1.1 | % |
Philip Morris International, Inc. | | | 1.1 | % |
Bank of America Corp. | | | 1.1 | % |
Nomad Foods Ltd. | | | 1.1 | % |
Portfolio Review (as of 8/31/20) | | Long | | | Short | |
P/E: Price/Earnings: | | 17.2 | x | | 22.8 | x |
P/B: Price/Book: | | 1.9 | x | | 2.0 | x |
Holdings: | | 198 | | | 145 | |
Weighted Average Market Capitalization (millions): | | $119,482 | | | $34,004 | |
ROE: Return on Equity: | | 19.7 | % | | 3.0 | % |
OROA: Operating Return on Operating Assets: | | 68.2 | % | | 19.1 | % |
Portfolio holdings are subject to change at any time.
The Boston Partners Long/Short Research Fund may be more volatile and risky than some other forms of investments. Fund will engage in short sales, which creates a form of investment leverage and means the Fund’s loss potential on a short sale is unlimited. Fluctuations in the market value of the Fund’s portfolio may have disproportionately large effects or cause the NAV of the Fund to decline faster than it would otherwise. Investments made in small or mid-capitalization companies may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small caps may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Foreign securities may expose the Fund to currency and exchange rate fluctuations. Derivatives (futures, options, swaps) may be leveraged and result in losses exceeding the amounts invested. REITs include the risk of possible declines in the value of real estate, possible lack of availability of mortgage funds and unexpected vacancies of properties. Illiquid securities may be limited in resale and cause great uncertainty in determining valuation. High yield debt (also known as “junk bonds”) may be sensitive to changes in financial strength of an issuer or the debt’s credit rating; an issuer of high yield debt may default on its obligation to pay interest and principal. The Fund may experience high portfolio turnover which may result in higher costs and capital gains. An investment in the Fund should be part of a carefully diversified portfolio.
the long side and small- to mid-cap stocks on the short side of the Fund’s portfolio.
We have for several years held the view that the US equity market needed to break out of the status quo that significantly favored growth over value investments since 2017 - a flattening yield curve and sluggish yet positive growth. We are now clearly out of what was commonly described as the “Goldilocks” economy, having gone through a recession with a recovery now seemingly underway. From a starting point of historically wide valuation spreads (the price-to-earnings multiple differential between cheap and expensive stocks), historically low interest rates (a negative real U.S. 10-year Treasury yield!) and trillions of dollars of fiscal and monetary stimulus resulting in 25% year-over-year growth in
10 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT RESEARCH FUND (UNAUDITED) (CONTINUED)
M2 money supply (a post WWII record), we believe the prospects for value investing are quite bright. Despite the skeptics - growing more numerous by the day - we believe value is not dead by any means, as value investing relies upon a recurring pattern of human behavior as old as time, as investors repeatedly become too optimistic about one cohort of stocks and too pessimistic toward another; once these preferences reach an extreme, value is probabilistically advantaged. We continue to steadfastly implement our investment approach and, as the late Winston Churchill once famously said, “take refuge under the impenetrable arch of probability.”
The portfolio managers managing the Fund continue to focus their efforts on purchasing shares of only those companies they deem most likely to appreciate on the long side, while selling short securities likely to fail due to a combination of valuation risk, earnings risk, and/or balance sheet risk. Our analysis process is bottom-up and rooted in the three-circle framework of low valuation, positive momentum and strong business fundamentals that the portfolio managers of Boston Partners and its predecessors have been employing for over a quarter century.
Sincerely,
Joseph Feeney, CFA & Eric Connerly, CFA
Portfolio Managers for the Boston Partners Long/Short Research Fund
Annual Report 2020 | 11
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT RESEARCH FUND (UNAUDITED) (CONTINUED)
Comparison of Change in Value of $100,000 Investment in
Boston Partners Long/Short Research Fund vs. S&P 500® Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on September 30, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Index is unmanaged, does not incur expenses and is not available for investment.
For The Periods Ended August 31, 2020
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | –10.13 | % | | | –0.39 | % | | n/a | | | 4.48 | % | | | 2.15 | % | | | 2.15 | % |
S&P 500 Index | | | 21.94 | % | | | 14.46 | % | | n/a | | | 14.31 | %(2) | | | n/a | | | | n/a | |
1 | Inception date of the class was September 30, 2010. |
2 | Index Performance is from inception date of the Class only and is not the inception date of the index itself. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The Adviser has contractually agreed to forgo all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (other than acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) exceeds 1.50% of the average daily net assets attributable to the Fund’s Institutional Class shares. Because acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest and taxes are excluded from the expense limitation, total annual Fund operating expenses (after fee waivers and expense reimbursements) are expected to exceed 1.50%. This contractual limitation is in effect until at least February 28, 2021 and may not be terminated without approval of the Board of Directors. If at any time the Fund’s total annual Fund operating expenses (not including acquired fund fees and expenses, short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 1.50% or the expense cap then in effect, whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above (including interest and dividend expense on short sales) are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www. boston-partners.com.
12 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT RESEARCH FUND (UNAUDITED) (CONCLUDED)
Comparison of Change in Value of $10,000 Investment in
Boston Partners Long/Short Research Fund vs. S&P 500® Index
The chart assumes a hypothetical $10,000 initial investment in the Fund made on November 29, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Index is unmanaged, does not incur expenses and is not available for investment.
For The Periods Ended August 31, 2020
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | | | |
Investor Class(1) | | | –10.32 | % | | | -0.61 | % | | n/a | | | 3.89 | % | | | 2.40 | % | | | 2.40 | % |
S&P 500® Index | | | 21.94 | % | | | 14.46 | % | | n/a | | | 14.06 | %(2) | | | n/a | | | | n/a | |
1 | Inception date of the class was November 29, 2010. |
2 | Index Performance is from inception date of the Class only and is not the inception date of the index itself. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The Adviser has contractually agreed to forgo all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (other than acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) exceeds 1.75% of the average daily net assets attributable to the Fund’s Investor Class shares. Because acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest and taxes are excluded from the expense limitation, total annual Fund operating expenses (after fee waivers and expense reimbursements) are expected to exceed 1.75%. This contractual limitation is in effect until at least February 28, 2021 and may not be terminated without approval of the Board of Directors. If at any time the Fund’s total annual Fund operating expenses (not including acquired fund fees and expenses, short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 1.75% or the expense cap then in effect, whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above (including interest and dividend expense on short sales) are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www. boston-partners.com.
Annual Report 2020 | 13
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS ALL-CAP VALUE FUND (UNAUDITED)
Dear Shareholder,
The Boston Partners All-Cap Value Fund - Institutional Class (“Fund”) outperformed its benchmark, the Russell 3000® Value Index (“Benchmark”), for the fiscal year ended August 31, 2020. The Fund generated a net return of 0.84% for its Institutional Class shares during the past year, versus its Benchmark’s return of 0.39%.
During the fiscal year ended August 31, 2020, allocation effects in the Health Care, Information Technology, and Real Estate sectors were the primary drivers of the Fund’s outperformance. Relative to the Benchmark, our overweight positioning in Health Care and Technology was beneficial, as these sectors led the market through the COVID-19 induced sell-off and subsequent rebound. Similarly, our underweight positioning to the Real Estate sector proved beneficial. The Fund had little to no exposure to this high-yielding, expensive, and defensive sector. Sector positioning is entirely a result of our bottom-up stock selection process of finding inexpensive, high quality investments with improving business momentum. Stock selection in the Consumer Discretionary and Communication Services sectors also benefitted relative Fund performance. In the Consumer Discretionary sector, appliance manufacturer Whirlpool and home-builder NVR benefitted from strengthening sales due to a stronger-than-anticipated housing market supported by record low mortgage rates. Similarly, our video game holdings Activision Blizzard, NetEase and Electronic Arts in the Communication Services sector performed well, as entertainment consumption shifted abruptly from travel and restaurants to at-home activities in the first half of the 2020.
Stock selection in the Financials sector was the primary detractor from relative performance in the year. Our preference for low valuation companies impacted our performance, as more expensive stocks outperformed. The insurance industry was the segment of the Financials sector that was impacted the most during the year, as it sold off in March and did not recover fully along with the overall market. The Fund’s investment in insurer AIG detracted as investors became concerned that reinsurance claims for business interruption insurance would increase rapidly, and the company had a more leveraged balance sheet than some of its competitors. Other property and casualty insurers held in the Fund’s portfolio, including Alleghany and Loews, also underperformed during the year due to higher-than-expected claims. We continue to hold Alleghany and Loews for their good fundamentals and attractive valuation.
During the period, we bought and sold companies when opportunities that fit our three-circle criteria presented themselves or if our sell discipline triggered. In the Consumer Discretionary sector, we added Harley-Davidson, which is a strong cash generator with disciplined capital allocation that we believe is positioned to gain market share after a successful remerchandising of their product line. We also added high quality auto parts companies LKQ and Gentex, which should benefit from improving consumer spending once the US economy re-opens. We reduced our exposure to the Financials sector by eliminating our positions in life insurers MetLife and Prudential, and in consumer credit company Capital One. While attractively priced, uncertain credit quality and low rates will likely pressure Capital One’s near-term business
Top Ten Positions (as of 8/31/20) | | % of Net Assets | |
Bank of America Corp. | | | 2.3 | % | |
Pfizer, Inc. | | | 2.0 | % | |
Johnson & Johnson | | | 2.0 | % | |
Medtronic PLC | | | 2.0 | % | |
Qorvo, Inc. | | | 1.9 | % | |
JPMorgan Chase & Co. | | | 1.8 | % | |
Citigroup, Inc. | | | 1.8 | % | |
Novartis AG - SP ADR | | | 1.6 | % | |
UnitedHealth Group, Inc. | | | 1.5 | % | |
Oracle Corp. | | | 1.5 | % | |
| | | | | |
Portfolio Review (as of 8/31/20) | | | | | |
P/E: Price/Earnings: | | | 17.1 | x | |
P/B: Price/Book: | | | 2.0 | x | |
Holdings: | | | 149 | | |
Weighted Average Market Capitalization (millions): | | | $89,294 | | |
ROE: Return on Equity: | | | 16.5 | % | |
OROA: Operating Return on Operating Assets: | | | 62.4 | % | |
Portfolio holdings are subject to change at any time.
The Boston Partners All-Cap Value Fund may invest small cap companies. These companies may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small caps may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Derivatives (futures, options, swaps) may be leveraged and result in losses exceeding the amounts invested. Foreign securities may expose the Fund to currency and exchange rate fluctuations. Illiquid securities may be limited in resale and cause great uncertainty in determining valuation. Options (a type of derivative) can be highly volatile and their use can result in loss if the portfolio manager is incorrect in its expectation of price fluctuations. All of these factors may cause greater volatility and less liquidity. An investment in the Fund should be part of a carefully diversified portfolio.
momentum and valuation. In the Communication Services sector, we trimmed positions in outperforming companies Activision and Microsoft, as they are approaching our price targets, while adding T-Mobile to the portfolio as the company is gaining market share and rationalizing costs in the wireless business. Over the past year, we have increased our exposure to the Industrials and Consumer Discretionary sectors and reduced our weighting to the Financials and Energy sectors. Looking ahead, we will continue to invest your Fund on a stock-by-stock basis within our three-circle framework of attractive valuation, sound fundamentals and a catalyst for improvement. We believe that the Fund’s valuation edge and quality advantage over the Benchmark has positioned it favorably for the longer term. We look forward to keeping you informed of the work we are doing on your Fund’s behalf.
Sincerely,
Duilio Ramallo, CFA
Portfolio Manager for the Boston Partners All-Cap Value Fund
14 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS ALL-CAP VALUE FUND (UNAUDITED) (CONTINUED)
Comparison of Change in Value of $100,000 Investment in
Boston Partners All-Cap Value Fund vs. Russell Indices
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell indices are unmanaged, do not incur expenses and are not available for investment.
For The Periods Ended August 31, 2020
| | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 0.84 | % | | | 7.00 | % | | | 11.43 | % | | | 0.83 | % | | | 0.80 | % |
Russell 3000® Value Index | | | 0.39 | % | | | 7.33 | % | | | 10.89 | % | | | n/a | | | | n/a | |
Russell 3000® Index(1) | | | 21.44 | % | | | 13.86 | % | | | 14.94 | % | | | n/a | | | | n/a | |
1 | This is not a primary benchmark of the Fund. Results of the index performance are presented for general comparative purposes. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (excluding certain items discussed below) for the Fund’s Institutional Class shares exceeds 0.80% of the average daily net assets attributable to the Fund’s Institutional Class shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 0.80%: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. If at any time the Fund’s total annual Fund operating expenses (not including short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 0.80% or the expense cap then in effect, whichever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
Annual Report 2020 | 15
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS ALL-CAP VALUE FUND (UNAUDITED) (CONCLUDED)
Comparison of Change in Value of $10,000 Investment in
Boston Partners All-Cap Value Fund vs. Russell Indices
The chart assumes a hypothetical $10,000 initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell indices are unmanaged, do not incur expenses and are not available for investment.
For The Periods Ended August 31, 2020
| | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | 0.59 | % | | | 6.73 | % | | | 11.17 | % | | | 1.08 | % | | | 1.05 | % |
Russell 3000® Value Index | | | 0.39 | % | | | 7.33 | % | | | 10.89 | % | | | n/a | | | | n/a | |
Russell 3000® Index(1) | | | 21.44 | % | | | 13.86 | % | | | 14.94 | % | | | n/a | | | | n/a | |
1 | This is not a primary benchmark of the Fund. Results of the index performance are presented for general comparative purposes. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (excluding certain items discussed below) for the Fund’s Investor Class shares exceeds 1.05% of the average daily net assets attributable to the Fund’s Investor Class shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.05%: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. If at any time the Fund’s total annual Fund operating expenses (not including short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 1.05% or the expense cap then in effect, whichever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
16 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL/MICRO CAP VALUE FUND (UNAUDITED)
Dear Shareholder,
The fiscal year ended August 31, 2020 was one of the most volatile periods in stock market history. Despite data suggesting that small businesses and non-technology industries were accelerating their cash flows, large cap technology stocks outperformed in the second half of 2019. This outperformance continued despite warning signs that the market was verging on a once-in-a-generation, multi-year rotation away from a preference for “growth” into one for “value”. Below is a recap of the past year’s events, how we navigated the turmoil, and where we think we go from here.
Geopolitical tensions between US and China began to abate when the Phase 1 trade deal was signed in January 2020, just as the US industrial economy began accelerating and on-shoring momentum started to build. We began tracking COVID-19 in mid-January and learned of its unique characteristics then. We positioned the WPG Partners Small/Micro Cap Value Fund (the “Fund”) defensively, adding exposure to recession-resistant companies (e.g., Government Services), and reduced exposure to industries over-exposed to pandemic-related recessions (e.g., Travel/Leisure, Oil/Gas). Further complicating the picture in the first week March, OPEC+ (a larger version of the Organization of Petroleum Exporting Countries) decided to disband, leading WTI crude oil prices to trade from the high $50s down to $20s per barrel, wreaking havoc on the industrial economy just as the impact from COVID-19 was gaining attention in Europe, and then the US.
The market draw down was steep and swift. We are proud of our ability to produce outperformance as active managers during and after the drawdown (during the period from February 20, 2020 to June 30, 2020, our internal analysis estimates that SCV outperformed the benchmark by ~311bps). The fiscal and monetary response to the pandemic, both in terms of speed and quantity, was unparalleled in history. The Federal Reserve’s balance sheet increased by approximately $3 trillion. These measures eased liquidity concerns and immediately calmed the debt markets. The US government passed legislation for roughly $3 trillion of fiscal stimulus, the majority of which focused on quickly distributing money directly to small businesses and consumers via regional banks and the US Department of Treasury. The speed at which these initiatives were undertaken cannot be understated. The pandemic also brought changes to lifestyle. “Work-from-home” became an undeniable trend. Other changes drove shifts in where and when people spend money. These evolutions in consumer behavior spawned an intense focus on technology stocks, which gained momentum as retail investors have become a larger part of the active daily volume. The Nasdaq Index’s peak-to-trough decline was approximately 27%, then the Index appreciated 78% off of March lows to reach all-time highs. At August 31, 2020, the Nasdaq Index sits at about 30% above its pre-COVID-19 levels. This compares to the Russell 2000 Value Index, which is still 18% below its 2020 highs, and 25% below its 2018 highs as of August 31, 2020. When compared to other asset bubbles, technology stocks appear to be the priciest asset class in history.
The valuation disparities are at extreme levels. “Value” compared to “Growth” returns are at historic lows, regardless of analysis duration. The world has decided that revenue growth is
Top Ten Positions (as of 8/31/20) | | % of Net Assets | |
Popular, Inc. | | | 2.3 | % | |
Essent Group Ltd. | | | 2.1 | % | |
UMH Properties, Inc. | | | 2.0 | % | |
Fresh Del Monte Produce, Inc. | | | 2.0 | % | |
Magnolia Oil & Gas Corp., Class A | | | 2.0 | % | |
Webster Financial Corp. | | | 1.9 | % | |
HomeStreet, Inc. | | | 1.9 | % | |
BJ’s Restaurants, Inc. | | | 1.9 | % | |
KBR, Inc. | | | 1.8 | % | |
Realogy Holdings Corp. | | | 1.7 | % | |
| | | | | |
Portfolio Review (as of 8/31/20) | | | | | |
P/E: Price/Earnings: | | | 13.1 | x | |
P/B: Price/Book: | | | 1.1 | x | |
Holdings: | | | 102 | | |
Weighted Average Market Capitalization (millions): | | | $1,799 | | |
ROE: Return on Equity: | | | 0.5 | % | |
OROA: Operating Return on Operating Assets: | | | 11.5 | % | |
Portfolio holdings are subject to change at any time.
Value investing involves buying the stocks of companies that are out of favor or are undervalued. This may adversely affect The WPG Partners Small/ Micro Cap Value Fund’s value and return. Investments in REITs include the risk of possible declines in the value of real estate, possible lack of availability of mortgage funds and unexpected vacancies of properties. The purchase of rights and warrants involves risk that the Fund could lose the purchase value of the right or warrant if the right to subscribe to additional shares is not executed prior to the right’s or warrant’s expiration. The effective price paid for a right or warrant may exceed the value of the subscribed security’s market price. Investments made in small or micro-capitalization companies may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small and micro-caps may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. An investment in the Fund should be part of a carefully diversified portfolio.
the only metric that matters in a lower-for-longer interest rate environment. But we see green shoots that give us confidence in our strategy. Many underlying drivers of the economy suggest the US industrial complex remains healthier than overall perception. Labor productivity continues to strengthen since 2011, and reached +7% quarter-over-quarter in 2Q 2020. Productivity is an important leading indicator of economic growth, and often presages employment gains, a widely misunderstood fact. We believe that consumer balance sheets are the healthiest that they have ever been. Stimulus measures, coupled with an uptick in savings rates for Q2, created a “V” recovery and positioned consumer spending for growth, even as increased unemployment benefits tapered off. The canary in the coal mine is US capex spending. We believe that Q3 capex spending is set to increase +15% on an annualized rate from the second quarter into the second half of 2020 as estimated by Cornerstone Macro[
For the 2020 fiscal year, the vast majority of the Fund’s under-performance can again be attributed to an overweight in the Energy sector. The Energy sector was down over 36% in the fiscal year, on top of an almost 60% drawdown in the previous fiscal year. Encouragingly, Fund performance since the COVID-19 pandemic began has been strong, as our active management
Annual Report 2020 | 17
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL/MICRO CAP VALUE FUND (UNAUDITED) (CONTINUED)
style has led to outperformance against the Fund’s benchmark index, the Russell 2000 Value Index, for the period from February 20, 2020 to June 30, 2020. Being contrarian thinkers is more important than ever. We think a focus on active investing will not only limit damage from the fallout should technology stocks cool off, but position our capital to potentially take advantage of the pending re-acceleration of the US small business economy we expect. We are methodically shifting away from defensive into cyclical positions as we continue to see evidence of a recovery.
Sincerely,
Richard Shuster, CFA
Portfolio Manager, Boston Partners WPG Small/Micro Cap Value Fund
18 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL/MICRO CAP VALUE FUND (UNAUDITED) (CONCLUDED)
Comparison of Change in Value of $100,000 Investment in
WPG Partners Small/Micro Cap Value Fund vs. Russell 2000® Value Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell 2000® Value Index is unmanaged, does not incur expenses and is not available for investment.
| | | | | | | | | | | | | | | | |
For The Periods Ended August 31, 2020 |
| | | | | | | | | | | | | |
| | | | | | | | | | | Gross | | Net | |
| | Average Annual Total Return | | Expense | | Expense | |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio | |
WPG Partners Small/Micro Cap Value Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | –8.92 | % | | | –1.43 | % | | | 4.45 | % | | | 1.23 | % | | | 1.10 | % | |
Russell 2000® Value Index | | | –6.14 | % | | | 4.37 | % | | | 8.71 | % | | | n/a | | | | n/a | | |
| | | | | | | | | | | | | | | | | | | | | |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (excluding certain items discussed below) for the Fund’s Institutional Class shares exceeds 1.10% of the average daily net assets attributable to the Fund’s Institutional Class shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.10%: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. If at any time the Fund’s total annual Fund operating expenses (not including acquired fund fees and expenses, short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 1.10% or the expense cap then in effect, whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
Annual Report 2020 | 19
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY FUND (UNAUDITED)
Dear Shareholder,
Global Value stocks continued to underperform global growth stocks during the trailing year ended August 31, 2020. For the period, the MSCI World Growth Index rose 36.08% and the MSCI World Value Index declined by 1.60%. Over the same period, the Boston Partners Global Equity Fund (the “Fund”) declined by 3.40%, underperforming the MSCI World Index - Net Return (the “Benchmark”), which rose by 16.79%. The Fund’s underperfor-mance was mostly due to the emphasis on valuation in our three-circle framework.
Stock selection within the Information Technology, Financials, Health Care, Energy, Consumer Discretionary, and Communication sectors was the largest detractor from relative performance. In technology, the Fund did not own Apple Inc., which was the largest constituent in the Benchmark. Other notable detractors from performance within the Technology sector included the Fund’s underweight position in Microsoft Corp. and having no weight in Benchmark constituents NVIDIA Corp., PayPal Holdings, and Adobe Inc. All of these stocks traded at valuation multiples in excess of our value discipline.
In the Financials sector, the Fund’s bank holdings underper-formed the broader market as interest rates declined and economic activity slowed. Insurance stocks also lagged the market during the year, driven by both concerns about potential COVID-19 related claims and indiscriminate regulatory constraints on capital return policies. Large individual detractors from performance held by the Fund within the Financials sector included BNP Paribas, Citigroup Inc., and American Express Company.
Overweight positions in health care providers & services stocks were among the larger detractors from Fund performance within the Health Care sector. The industry lagged the Health Care sector as sentiment favored biotech and life sciences stocks, which were generally expensive but did well on the hope that one of these companies would participate in a cure for COVID-19. Fund positions in Merck & Co. and Novartis also detracted from relative performance.
Energy was the worst-performing sector within the Benchmark over the trailing year. Shares of Energy sector stocks were hurt by the slump in demand resulting from the pandemic, and threats of oversupply stemming from disagreements between the Organization of Petroleum Exporting Countries and Russia. Marathon Petroleum, which was the Fund’s largest energy holding before the COVID-19 crisis unfolded, was also the largest detractor from relative performance. A position in Tullow Oil plc also hurt performance. Shares slumped after the company reduced its production outlook following operational problems late last year. The position was subsequently closed.
Similar to the Fund’s positioning in the Information Technology sector, the Fund was also underweight expensive US technology-related stocks in the Consumer Discretionary and Consumer Staples sectors. In these sectors, not holding Benchmark constituents Amazon.com, Tesla Inc., and Facebook Inc. were the largest detractors.
The entire investment team at Boston Partners is relentlessly searching for investments that have not only attractive valuation characteristics and solid business fundamentals, but also improv-
Top Ten Positions (as of 8/31/20) | | % of Net Assets | |
Sony Corp. | | | 2.3 | % | |
Capgemini SA | | | 2.1 | % | |
DuPont de Nemours, Inc. | | | 1.9 | % | |
Cigna Corp. | | | 1.8 | % | |
Owens Corning | | | 1.6 | % | |
CVS Health Corp. | | | 1.6 | % | |
Siemens AG | | | 1.6 | % | |
Vistra Energy Corp. | | | 1.5 | % | |
Novartis AG | | | 1.5 | % | |
CRH PLC | | | 1.5 | % | |
| | | | | |
Portfolio Review (as of 8/31/20) | | | | | |
P/E: Price/Earnings: | | | 14.7 | x | |
P/B: Price/Book: | | | 1.4 | x | |
Holdings: | | | 120 | | |
Weighted Average Market Capitalization (millions): | | | $55,988 | | |
ROE: Return on Equity: | | | 13.8 | % | |
OROA: Operating Return on Operating Assets: | | | 33.6 | % | |
Portfolio holdings are subject to change at any time.
International investing is subject to special risks including, but not limited to, currency risk associated with securities denominated in other than US dollar, which may be affected by fluctuations in currency exchange rates, political, social or economic instability, and differences in taxation, auditing and other financial practices. Investment in emerging market securities may increase these risks. Emerging markets investments are subject to the aforementioned risks, along with periods of high inflation, increased risk of default, less governmental supervision and regulation of securities markets, lack of liquidity in the markets and significantly smaller market capitalizations. The Fund may invest in small and mid-cap companies which may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small caps may be traded only in the over-the- counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Illiquid securities may be limited in resale and cause great uncertainty in determining valuation. An investment in the Fund should be part of a carefully diversified portfolio.
ing business momentum and catalysts to help drive their stock prices higher. This is a repeatable process that we have honed for nearly three decades, and our team is well suited to navigate this tricky time by focusing on securities from the bottom up, rather than getting bogged down in a relentless torrent of macro and political news flow. The global economy will most likely trough in 2020 and we expect a steady cyclical recovery over the next few years. Historically, environments like these have been very good windows for value investing, as more economically sensitive companies have outperformed growth favorites. And when one considers that the starting point is exceptional, with valuation spreads at extreme levels, it is hard not to be optimistic about the future and how our Fund is positioned today.
Sincerely,
Christopher K. Hart, CFA
Senior Portfolio Manager for the Boston Partners
Global Equity Fund
20 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY FUND (UNAUDITED) (CONCLUDED)
Comparison of Change in Value of $100,000 Investment in
Boston Partners Global Equity Fund vs. MSCI World Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on December 30, 2011 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI World Index is unmanaged, does not incur expenses and is not available for investment.
| | | | | | | | | | | | | | | | | | | |
For The Periods Ended August 31, 2020 |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Gross | | Net | |
| | Average Annual Total Return | | Since | | Expense | | Expense | |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio | |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | –3.40 | % | | | 3.49 | % | | | n/a | | | | 7.70 | % | | | 1.04 | % | | | 0.95 | % | |
MSCI World Index – Net Return | | | 16.79 | % | | | 10.42 | % | | | n/a | | | | 10.97 | %(2) | | | n/a | | | | n/a | | |
1 Inception date of the fund was December 30, 2011. | |
2 Index Performance is from inception date of the Class only and is not the inception date of the index itself. | |
| |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (excluding certain items discussed below) for the Fund’s Institutional Class shares exceeds 0.95% of the average daily net assets attributable to the Fund’s Institutional Class shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 0.95%: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. If at any time the Fund’s total annual Fund operating expenses (not including acquired fund fees and expenses, short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 0.95% or the expense cap then in effect, or whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees waived and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
Annual Report 2020 | 21
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL LONG/SHORT FUND (UNAUDITED)
Dear Shareholder,
The Boston Partners Global Long/Short Fund (“Fund”) -Institutional Class shares returned -8.30% net of fees while averaging 49% net long exposure for the fiscal year ended August 31, 2020. This compares to the 16.79% return posted by the MSCI World NR Index during the same period.
The fiscal year was marked by erratic stock market performance, as the MSCI World NR Index plummeted as the spread of the coronavirus identified as COVID-19 wreaked personal, economic, and financial havoc globally. The MSCI World NR Index’s historically quick decline was soon followed by a similarly rapid advance. While the market was extraordinarily volatile, the performance of certain investment factors was somewhat consistent in that the companies with the most expensive valuations and best revenue growth led the market during both the drawdown and recovery, an extremely rare feat. In the end, we observed the amplification of recent years’ trends, as investors seemingly disregarded valuations and continued to favor stocks with high revenue growth, good price momentum, and expensive valuations. As a result, growth continued its dominance over value, as the MSCI World Growth NR Index returned 36.08% while the MSCI World Value NR Index returned -1.60% for the fiscal year. This was a “gale force headwind” for our value-oriented approach, as the most expensive cohort of the MSCI World NR Index drove the Index’s return.
The Fund’s long holdings were up approximately 2.45%, with the Fund’s low price-to-earnings tilt relative to the MSCI World NR Index (owning inexpensive instead of expensive stocks) being the primary driver of long underperformance. Top long contributors included Technology and Consumer Discretionary sector holdings, while Financials was the top sector detractor. Technology hardware, including semiconductors as well as IT services holdings, exhibited very strong performance on the back of improving demand over the final several months of the fiscal year. Housing-related holdings and non-US e-commerce positions also strongly aided performance within the Consumer Discretionary sector. Financials sector holdings detracted, as banks and insurance holdings saw momentum sharply weaken due to the pandemic and consequent elevated charge-offs and loan loss and claim provisioning.
The Fund’s short holdings rose in price approximately 30.34% and detracted from Fund returns. Top detractors included Consumer Discretionary, Technology, and Industrials sector shorts. Auto-related and e-commerce shorts detracted within the Consumer Discretionary sector. Small- to mid-cap ’software as a service’ shorts soared higher in price during the period, as investors favored revenue growth regardless of profitability; this group ended the period trading at what we view as extremely high price-to-sales valuations. Lastly, housing-related shorts within the Industrials sector detracted, as the group benefitted from a high beta rally and strong housing data subsequent to the market trough in late March.
The Fund began the period with 43% net long exposure and ended with 54% net long exposure, an increase attributable to covering short positions amid the market decline in early 2020. At the end of the period, the largest exposures in the long portfolio resided in the Financials, Technology, and Industrials sectors, while largest short exposures were in the Technology,
Top Ten Positions (as of 8/31/20) | | % of Net Assets | |
Microsoft Corp. | | | | | | | 3.4 | % | |
JPMorgan Chase & Co. | | | | | | | 2.5 | % | |
Sony Corp. | | | | | | | 2.4 | % | |
BNP Paribas SA | | | | | | | 2.0 | % | |
Alibaba Group Holding Ltd. - SP ADR | | | | | | | 1.9 | % | |
Vistra Energy Corp. | | | | | | | 1.8 | % | |
UBS Group AG | | | | | | | 1.8 | % | |
Alphabet, Inc., Class C | | | | | | | 1.7 | % | |
Sanofi | | | | | | | 1.7 | % | |
Tesco PLC | | | | | | | 1.7 | % | |
| | | | | | | | | |
Portfolio Review (as of 8/31/20) | | | Long | | | | Short | | |
P/E: Price/Earnings: | | | 14.0 | x | | | 32.9 | x | |
P/B: Price/Book: | | | 1.4 | x | | | 2.5 | x | |
Holdings: | | | 108 | | | | 90 | | |
Weighted Average Market Capitalization (millions): | | | $130,417 | | | | $26,314 | | |
ROE: Return on Equity: | | | 14.9 | % | | | 4.4 | % | |
OROA: Operating Return on Operating Assets: | | | 35.8 | % | | | 8.9 | % | |
Portfolio holdings are subject to change at any time.
The Fund will engage in short sales, which creates a form of investment leverage and means the Fund’s loss potential on a short sale is unlimited. Fluctuations in the market value of the Fund’s portfolio may have disproportionately large effects or cause the NAV of the Fund to decline faster than it would otherwise. The Fund may invest in small and mid-cap companies which may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small caps may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Foreign securities may expose the Fund to currency and exchange rate fluctuations. Derivatives (futures, options, swaps) may be leveraged and result in losses exceeding the amounts invested. REITS include the risk of possible declines in the value of real estate, possible lack of availability of mortgage funds and unexpected vacancies of properties. Illiquid securities may be limited in resale and cause great uncertainty in determining valuation. High yield debt (also known as “junk bonds”) may be sensitive to changes in financial strength of an issuer or the debt’s credit rating; an issuer of high yield debt may default on its obligation to pay interest and principal. All of these factors may cause greater volatility and less liquidity. The Fund may experience high portfolio turnover which may result in higher costs and capital gains. An investment in the Fund should be part of a carefully diversified portfolio.
Industrials and Consumer Discretionary sectors. We continue to favor large-cap stocks on the long side and small- to mid-cap stocks on the short side of the Fund’s portfolio.
We have for several years held the view that the US equity market needed to break out of the status quo that significantly favored growth over value investments since 2017 - a flattening yield curve and sluggish yet positive growth. We are now clearly out of what was commonly described as the “Goldilocks” economy, having gone through a recession with a recovery now seemingly underway. From a starting point of historically wide valuation spreads (the price-to-earnings multiple differential between cheap and expensive stocks), historically low interest rates (a negative real U.S. 10-year Treasury yield!) and trillions of dollars of fiscal and monetary stimulus resulting in 25% year-over-year growth in
22 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL LONG/SHORT FUND (UNAUDITED) (CONTINUED)
M2 money supply (a post WWII record), we believe the prospects for value investing are quite bright. Despite the skeptics - growing more numerous by the day - we believe value is not dead by any means, as value investing relies upon a recurring pattern of human behavior as old as time: as investors repeatedly become too optimistic about one cohort of stocks and too pessimistic toward another; once these preferences reach an extreme, value is probabilistically advantaged. We continue to steadfastly implement our investment approach and, as the late Winston Churchill once famously said, “take refuge under the impenetrable arch of probability.”
The portfolio managers managing the Fund continue to focus their efforts on purchasing shares of only those companies they deem most likely to appreciate on the long side, while selling short securities likely to fail due to a combination of valuation risk, earnings risk, and/or balance sheet risk. Our analysis process is bottom-up and rooted in the three-circle framework of low valuation, positive momentum and strong business fundamentals that the portfolio managers of Boston Partners and its predecessors have been employing for over a quarter century.
Sincerely,
Christopher K. Hart, CFA, Joshua Jones, CFA
and Joshua White, CFA
Portfolio Managers for the Boston Partners Global
Long/Short Fund
Annual Report 2020 | 23
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL LONG/SHORT FUND (UNAUDITED) (CONTINUED)
Comparison of Change in Value of $100,000 Investment in
Boston Partners Global Long/Short Fund vs. MSCI World Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on December 31, 2013 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI World Index is unmanaged, does not incur expenses and is not available for investment.
For The Periods Ended August 31, 2020
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | –8.30 | % | | | –0.87 | % | | | n/a | | | | 0.15 | % | | | 2.48 | % | | | 2.48 | % |
MSCI World Index – Net Return | | | 16.79 | % | | | 10.42 | % | | | n/a | | | | 8.10 | %(2) | | | n/a | | | | n/a | |
| |
1 | Inception date of the class was December 31, 2013. |
2 | Index Performance is from inception date of the Class only and is not the inception date of the index itself. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (other than acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) for the Fund’s Institutional Class shares exceeds 2.00% of the average daily net assets attributable to the Fund’s Institutional Class shares. Because dividend expenses on short sales, acquired fund fees and expenses, brokerage commissions, extraordinary items, interest and taxes are excluded from the expense limitation, total annual Fund operating expenses (after fee waivers and/or expense reimbursements) are expected to exceed 2.00%. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. If at any time the Fund’s total annual Fund operating expenses for a year are less than 2.00% or the expense cap then in effect, or whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees waived and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above (including interest and dividend expense on short sales) are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
24 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL LONG/SHORT FUND (UNAUDITED) (CONCLUDED)
Comparison of Change in Value of $10,000 Investment in
Boston Partners Global Long/Short Fund vs. MSCI World Index
The chart assumes a hypothetical $10,000 initial investment in the Fund made on April 11, 2014 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI World Index is unmanaged, does not incur expenses and is not available for investment.
For The Periods Ended August 31, 2020
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Investor Class(1) | | | –8.55 | % | | | –1.10 | % | | | n/a | | | | 0.13 | % | | | 2.73 | % | | | 2.73 | % |
MSCI World Index – Net Return | | | 16.79 | % | | | 10.42 | % | | | n/a | | | | 8.60 | %(2) | | | n/a | | | | n/a | |
1 | Inception date of the class was April 11, 2014. |
2 | Index Performance is from inception date of the Class only and is not the inception date of the index itself. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (other than acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) for the Fund’s Investor Class shares exceeds 2.25% of the average daily net assets attributable to the Fund’s Investor Class shares. Because dividend expenses on short sales, acquired fund fees and expenses, brokerage commissions, extraordinary items, interest and taxes are excluded from the expense limitation, total annual Fund operating expenses (after fee waivers and/or expense reimbursements) are expected to exceed 2.25%. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. If at any time the Fund’s total annual Fund operating expenses for a year are less than 2.25% or the expense cap then in effect, or whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees waived and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above (including interest and dividend expense on short sales) are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
Annual Report 2020 | 25
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) (UNAUDITED)
Dear Shareholder,
The Boston Partners Emerging Markets Dynamic Equity Fund (formerly, the Boston Partners Emerging Markets Long/Short Fund (the “Fund”)) returned 9.75% (net of fees) for the trailing year ended August 31, 2020, capturing 67% of the MSCI Emerging Markets (Net) Index’s 14.49% return, while averaging a 55% net-long exposure. The Fund outperformed the blended 50% MSCI Emerging Markets Index / 50% Risk-Free benchmark] (the “Blended Index”), which returned 8.38% for the period. The Fund’s neutral exposure is 50% net long, with the short exposure varying with the quantity of attractive short opportunities in the investment universe. The Blended Index, with a 50% equity exposure is an appropriate comparison given the Fund’s expected neutral exposure of 50% equities. Importantly, at the depth of the market on March 23rd, the Fund was down -15.87% year-to-date versus the MSCI Emerging Markets (Net) Index’s return of -31.80%, delivering on our commitment to manage downside risk.
During the period, the Fund’s long-book returned 14.76%, performing in line with the MSCI Emerging Markets (Net) Index. The long-book’s positioning in the Financials and Materials sectors aided relative performance. Throughout the trailing year, the Fund was under-weight the Financials sector within the long-book. Financials were the worst performing sector during the period, as interest rates declined and economic activity slowed due to COVID-19. Additionally, initiating positions in Mirae Asset Daewoo Co (S. Korea), Bandhan Bank Ltd. (India), and PT Central Asia TBK (Indonesia) in March and April aided performance when the market rebounded.
Within the Materials sector, the Fund’s position in gold mining stocks aided relative returns. Shares of gold miners surged after spot prices on the precious metal rose following the trillions of dollars in government stimulus programs initiated to combat the economic slowdown. In recent years, gold miners have also become more efficient, focusing on operational excellence instead of growth. These companies have generally decreased leverage, increased free cash flow, and are now focused on returning cash to shareholders.
Positioning in the Consumer Staples sector and China & Hong Kong detracted from the long-book’s relative performance. Performance from the Consumer Staples sector lagged due to the Fund’s overweight position in Mexican and Brazilian food and beverage stocks. The COVID-19 lockdowns and social-distancing policies led to volume declines for these companies. In China and Hong Kong, the Fund did not hold benchmark position Meituan Dianping, which is a leading ecommerce platform for services, especially food delivery. Despite the negative impact of COVID-19 on the company’s business and the stock’s extended price/earnings multiple, shares of the company rose through the period.
The Fund’s short-book rose 19.16% for the period. The lead detractor from performance was short positions in MSCI Emerging Market ETFs. In response to the COVID-19 sell-off, many countries imposed short restrictions. These short restrictions have not been fully removed, and shorting ETFs is a quick way to add short exposure in the face of such restrictions. Also detracting from the short-book’s performance was the Fund’s position in overvalued South Korean Heath Care stocks. The Fund maintains
Top Ten Positions (as of 8/31/20) | | %of Net Assets |
Samsung Electronics Co., Ltd. | | | 3.1 | % |
Muyuan Foodstuff Co., Ltd., Class A | | | 2.4 | % |
SK Hynix, Inc. | | | 2.2 | % |
China Meidong Auto Holdings Ltd. | | | 2.2 | % |
Sands China Ltd. | | | 2.0 | % |
Ping An Insurance Group Co. of China Ltd., Class H | | | 1.8 | % |
China Construction Bank Corp., Class H | | | 1.7 | % |
Fomento Economico Mexicano SAB de CV - SP ADR | | | 1.7 | % |
NetEase, Inc. - ADR | | | 1.7 | % |
Trip.com Group Ltd. - ADR | | | 1.6 | % |
Portfolio Review (as of 8/31/20) | | Long | | | Short | |
P/E: Price/Earnings: | | | 14.5 | x | | | 18.1 | x |
P/B: Price/Book: | | | 1.7 | x | | | 1.1 | x |
Holdings: | | | 137 | | | | 70 | |
Weighted Average Market Capitalization (millions): | | $ | 146,014 | | | | $38,535 | |
ROE: Return on Equity: | | | 21.3 | % | | | 10.4 | % |
OROA: Operating Return on Operating Assets: | | | 78.3 | % | | | 13.1 | % |
Portfolio holdings are subject to change at any time.
The Fund will engage in short sales, which creates a form of investment leverage and means the Fund’s loss potential on a short sale is unlimited. Fluctuations in the market value of the Fund’s portfolio may have disproportionately large effects or cause the NAV of the Fund to decline faster than it would otherwise. The Fund may invest in small and mid-cap companies which may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small caps may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Foreign and emerging market securities may expose the fund to currency and exchange rate fluctuations, high inflation, increased risk of default, less governmental supervision and regulation of securities markets, lack of liquidity in the markets, significantly smaller market capitalizations, political, social or economic instability, and differences in taxation, auditing and other financial practices. Derivatives (futures, options, swaps) may be leveraged and result in losses exceeding the amounts invested. REITS include the risk of possible declines in the value of real estate, possible lack of availability of mortgage funds and unexpected vacancies of properties. Illiquid securities may be limited in resale and cause great uncertainty in determining valuation. High yield debt (also known as “junk bonds”) may be sensitive to changes in financial strength of an issuer or the debt’s credit rating; an issuer of high yield debt may default on its obligation to pay interest and principal. All of these factors may cause greater volatility and less liquidity. The Fund may experience high portfolio turnover which may result in higher costs and capital gains. An investment in the Fund should be part of a carefully diversified portfolio.
short positions in Celltrion HealthCare, Samsung Biologics, and Celltrion Inc. The richly-valued shares of these companies did well on the hope that one of these stocks would participate in a cure for COVID-19. A short position in Fortescue Metals Group (Australia) also detracted from performance. Shares of the Australian iron ore miner rose as iron ore supply out of Brazil was curtailed by the shutdown imposed by the virus.
Aiding Fund performance were short positions in Taiwan & Singapore. Shares of shorted position Golden Agri-Resources, a palm-oil company headquartered in Singapore, declined during March and have not recovered. Short positions in Singapore
26 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) (UNAUDITED) (CONTINUED)
Airlines and SATS Ltd also benefitted performance. SATS is a Singapore-based company that provides services to airlines, including ground/baggage handling, cargo services, and terminal management.
The entire investment team at Boston Partners relentlessly searches for investments that have not only attractive valuation characteristics and solid business fundamentals, but also improving business momentum and catalysts to help drive their stock prices higher. This is a repeatable process that we have honed for nearly three decades. Our focus is on bottom-up, fundamental stock picking with a statistical bent. With that said, our central and consensus macro case is that the global economy will most likely trough in 2020 and should see a steady cyclical recovery over the next few years. Historically, environments like these have been very good windows for value investing, as more economically-sensitive companies have outperformed growth favorites. When one considers this context, the starting point is exceptional; valuation spreads between growth and value stocks are at extreme levels. It is hard not to be optimistic about the future and how our Fund is positioned today. Today’s headwind could be tomorrow’s tailwind.
Sincerely,
Paul Korngiebel, CFA
Portfolio Manager for the Boston Partners Emerging Markets Dynamic Equity Fund
1 | The Index uses the 30-day T-Bill for the risk-free rate. |
Annual Report 2020 | 27
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) (UNAUDITED) (CONTINUED)
Comparison of Change in Value of $100,000 Investment in
Boston Partners Emerging Markets Dynamic Equity Fund vs. MSCI Indices
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on March 1, 2015 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI Indices are unmanaged, do not incur expenses and are not available for investment.
Total Return for the Period Ended August 31, 2020
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | 9.75 | % | | | 4.96 | | | | n/a | | | | 4.19 | % | | | 2.15 | % | | | 1.50 | % |
MSCI Emerging Markets Index – Net Return | | | 14.49 | % | | | 8.66 | | | | n/a | | | | 4.48 | %(2) | | | n/a | | | | n/a | |
| |
1 | Inception date of the fund was March 1, 2015. The Fund commenced operations as a series of The RBB Fund, Inc. on December 15, 2015, when substantially all of the assets of Boston Partners Emerging Market Dynamic Equity (the “Prior Account”) transferred to the Fund. The Fund is managed in all material respects in a manner equivalent to the management of the Prior Account. Accordingly, the performance information shown above for periods prior to December 15, 2015 is that of the Prior Account. |
2 | Index Performance is from inception date of the Class only and is not the inception date of the index itself. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Effective as of June 1, 2020, the Adviser has agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.40% of the Fund’s average daily net assets attributable to Institutional Class shares. This contractual limitation is in effect until February 28, 2022, and may not be terminated without the approval of the Board of Directors. Because acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest and taxes are excluded from the expense limitation, total annual Fund operating expenses (after fee waivers and/or expense reimbursements) are expected to exceed 1.40%. Prior to June 1, 2020, the Fund's contractual expense cap was 1.50% and prior to October 1, 2019 the contractual expense cap was 2.00%. If at any time the Fund’s total annual Fund operating expenses (not including acquired fund fees and expenses, short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 1.40% or the expense cap then in effect, whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above (including interest and dividend expense on short sales) are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a
28 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) (UNAUDITED) (CONCLUDED)
shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
Annual Report 2020 | 29
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS FUND (UNAUDITED)
Dear Shareholder,
The Boston Partners Emerging Markets Fund (the “Fund”) returned 12.05% (net of fees) for the trailing year ended August 31, 2020 versus the MSCI Emerging Markets (Net) Index’s 14.49% return.
The Fund’s positioning in the Financials and Materials sectors aided relative performance. Throughout the trailing year, the Fund was under-weight the Financials sector. Financials were the worst performing sector during the period, as interest rates declined and economic activity slowed due to COVID-19. Additionally, initiating positions in Mirae Asset Daewoo Co (S. Korea), Bandhan Bank Ltd. (India), and PT Central Asia TBK (Indonesia) in March and April aided Fund performance when the market rebounded.
Within the Materials sector, the Fund’s position in gold mining stocks aided relative returns. Shares of gold miners surged after spot prices on the precious metal rose following the trillions of dollars in government stimulus programs initiated to combat the economic slowdown. In recent years, gold miners have also become more efficient, focusing on operational excellence instead of growth. These companies have generally decreased leverage, increased free cash flow, and are now focused on returning cash to shareholders.
Positioning in the Consumer Staples and Health Care sectors, and Taiwan & Singapore detracted from relative performance. Performance from the Consumer Staples sector lagged due to the Fund’s overweight position in Mexican and Brazilian food and beverage stocks. The COVID-19 lockdowns and social-distancing policies led to volume declines for these companies. The Fund’s under-weight allocation to Health Care stocks, which performed relatively well during the pandemic-related sell-off, detracted from relative performance. In Taiwan & Singapore, underperformance was led by the Fund’s underweight position in Taiwan Semiconductor. Taiwan Semiconductor outperformed the Technology sector overall and shares of the company are also benefitting on news that Intel may outsourcing its chip manufacturing, reducing competition.
The entire investment team at Boston Partners relentlessly searches for investments that have not only attractive valuation characteristics and solid business fundamentals, but also improving business momentum and catalysts to help drive their stock prices higher. This is a repeatable process that we have honed for nearly three decades. Our focus is on bottom-up, fundamental stock picking with a statistical bent. That said, our central and consensus macro case is that the global economy will most likely trough in 2020 and should see a steady cyclical recovery over the next few years. Historically these have been very good windows for value investing, as more economically sensitive companies have outperformed growth favorites. When one considers this context, the starting point is exceptional; valuation spreads between growth and value stocks are at extreme levels. It is hard not to be optimistic about the future and how our Fund is positioned today. Today’s headwind could be tomorrow’s tailwind.
Sincerely,
Paul Korngiebel, CFA
Portfolio Manager for the Boston Partners Emerging
Markets Fund
Top Ten Positions (as of 8/31/20) | | % of Net Assets |
Alibaba Group Holding Ltd. - SP ADR | | | 7.6 | % |
Tencent Holdings Ltd. | | | 5.5 | % |
Samsung Electronics Co., Ltd. | | | 3.0 | % |
Samsung Electronics Co., Ltd. | | | 2.7 | % |
SK Hynix, Inc. | | | 2.3 | % |
Muyuan Foodstuff Co., Ltd., Class A | | | 2.3 | % |
China Meidong Auto Holdings Ltd. | | | 2.2 | % |
Sands China Ltd. | | | 2.0 | % |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR | | | 1.9 | % |
Ping An Insurance Group Co. of China Ltd., Class H | | | 1.7 | % |
| | | | |
Portfolio Review (as of 8/31/20) | | | | |
P/E: Price/Earnings: | | | 14.2 | x |
P/B: Price/Book: | | | 1.7 | x |
Holdings: | | | 124 | |
Weighted Average Market Capitalization (millions): | | $154,460 | |
ROE: Return on Equity: | | | 22.5 | % |
OROA: Operating Return on Operating Assets: | | | 82.8 | % |
The Fund may invest in small and mid-cap companies which may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small caps may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Foreign and emerging market securities may expose the fund to currency and exchange rate fluctuations, high inflation, increased risk of default, less governmental supervision and regulation of securities markets, lack of liquidity in the markets, significantly smaller market capitalizations, political, social or economic instability, and differences in taxation, auditing and other financial practices. Derivatives (futures, options, swaps) may be leveraged and result in losses exceeding the amounts invested. REITS include the risk of possible declines in the value of real estate, possible lack of availability of mortgage funds and unexpected vacancies of properties. Illiquid securities may be limited in resale and cause great uncertainty in determining valuation. High yield debt (also known as “junk bonds”) may be sensitive to changes in financial strength of an issuer or the debt’s credit rating; an issuer of high yield debt may default on its obligation to pay interest and principal. All of these factors may cause greater volatility and less liquidity. The Fund may experience high portfolio turnover which may result in higher costs and capital gains. An investment in the Fund should be part of a carefully diversified portfolio.
30 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS FUND (UNAUDITED) (CONCLUDED)
Comparison of Change in Value of $100,000 Investment in
Boston Partners Emerging Markets Fund vs. MSCI World Indices
The chart assumes a hypothetical $100,000 initial investment in the Fund made on October 17, 2017 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI indices are unmanaged, do not incur expenses and are not available for investment.
Total Return for the Period Ended August 31, 2020
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | 12.05 | % | | n/a | | n/a | | | 1.22 | % | | | 2.93 | % | | | 1.10 | % |
MSCI Emerging Markets Index – Net Return | | | 14.49 | % | | n/a | | n/a | | | 1.68 | %(2) | | | n/a | | | | n/a | |
| |
1 | Inception date of the fund was October 17, 2017. |
2 | Index performance is from inception date of the Class only and is not the inception date of the index itself. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Effective as of June 1, 2020, the Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (other than acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) for the Fund’s Institutional Class shares exceeds 1.00% of the average daily net assets attributable to the Fund’s Institutional Class shares. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board of Directors. Prior to June 1, 2020, the Fund’s contractual expense cap was 1.10%. If at any time the Fund’s total annual Fund operating expenses for a year are less than 1.00% or the expense cap then in effect, or whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees waived and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above (including interest and dividend expense on short sales) are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
Annual Report 2020 | 31
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND (UNAUDITED)
Dear Shareholder,
The Boston Partners Global Equity Advantage Fund (the “Fund”) is an actively managed global equity fund with a dynamic allocation to systematic trend following that seeks to minimize downside exposure and improve long-term results. The strategy merges the Boston Partners Global Equity strategy with the Campbell Advantage Trend Model and Dynamic Risk Targeting (DRT) Framework into one combined strategy.
Over the trailing year ended August 31, 2020, global value stocks continued to underperform global growth stocks. For the period, the MSCI World Growth Index rose by 36.08% and the MSCI World Value Index declined by 1.60%. Over the same period the Fund returned -3.53%, underperforming the MSCI World Index - Net Return (the “Benchmark”), which rose by 16.79%. The Fund’s underperformance was mostly due to the emphasis on valuation in our three-circle framework.
Boston Partners Global Equity Performance Review
Stock selection within the Information Technology, Financials, Health Care, Energy, Consumer Discretionary, and Communication sectors was the largest detractor from relative performance. In Technology, the Fund did not own Apple Inc., which is the largest constituent in the MSCI World index. Other notable detractors from performance within the Technology sector included the Fund’s underweight position in Microsoft Corp., and having no weight in Benchmark constituents NVIDIA Corp., PayPal Holdings, and Adobe Inc. All of these stocks traded at valuation multiples in excess of our value discipline.
In the Financials sector, the Fund’s bank holdings underperformed the broader market as interest rates declined and economic activity slowed. Insurance stocks also lagged the market, driven by both concerns about potential COVID-19 related claims and indiscriminate regulatory constraints on capital return policies. Large individual detractors from performance held by the Fund within the Financials sector included BNP Paribas, Citigroup Inc., and American Express Company.
Overweight positions in health care providers and services stocks were among the larger detractors from performance within the Health Care sector. The industry lagged the Health Care sector as sentiment favored biotech and life sciences stocks, which were generally expensive but did well on the hope one of these companies would participate in a cure for COVID 19. Fund positions in Merck & Co. and Novartis also detracted from relative performance.
Energy was the worst-performing sector within the Benchmark over the trailing year. Shares of Energy sector stocks were hurt by the slump in demand resulting from the pandemic, and threats of oversupply stemming from disagreements between the Organization of Petroleum Exporting Countries and Russia. Marathon Petroleum, which was the Fund’s largest energy holding before the COVID-19 crisis unfolded, was also the largest detractor from relative performance. A position in Tullow Oil plc also hurt performance. Shares slumped after the company reduced its production outlook following operational problems late last year. The position was subsequently closed.
Top Ten Positions (as of 8/31/20) | | % of Net Assets |
Sony Corp. | | | 1.8 | % |
Capgemini SA | | | 1.6 | % |
DuPont de Nemours, Inc. | | | 1.5 | % |
Cigna Corp. | | | 1.4 | % |
Owens Corning | | | 1.3 | % |
CVS Health Corp. | | | 1.2 | % |
Siemens AG | | | 1.2 | % |
Vistra Energy Corp. | | | 1.2 | % |
Novartis AG | | | 1.2 | % |
CRH PLC | | | 1.2 | % |
| | | | |
Portfolio Review (as of 8/31/20) | | | | |
P/E: Price/Earnings: | | | 14.7 | x |
P/B: Price/Book: | | | 1.4 | x |
Holdings: | | | 120 | |
Weighted Average Market Capitalization (millions): | | $56,008 | |
ROE: Return on Equity: | | | 13.7 | % |
OROA: Operating Return on Operating Assets: | | | 33.6 | % |
Portfolio holdings are subject to change at any time.
International investing is subject to special risks including, but not limited to, currency risk associated with securities denominated in other than US dollar, which may be affected by fluctuations in currency exchange rates, political, social or economic instability, and differences in taxation, auditing and other financial practices. Investment in emerging market securities may increase these risks. Emerging markets investments are subject to the aforementioned risks, along with periods of high inflation, increased risk of default, less governmental supervision and regulation of securities markets, lack of liquidity in the markets and significantly smaller market capitalizations. The Fund may invest in small and mid-cap companies which may be more volatile, less liquid, not as diversified in their business activities as companies with greater market capitalizations, and they may fluctuate widely in market value. Small caps may be traded only in the over-the- counter market or on a regional securities exchange, may be listed only in the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. Illiquid securities may be limited in resale and cause great uncertainty in determining valuation. An investment in the Fund should be part of a carefully diversified portfolio.
Similar to the Fund’s positioning in the Information Technology sector, the Fund was also underweight expensive US technology-related stocks in the Consumer Discretionary and Consumer Staples sectors. In these sectors, not holding Benchmark constituents Amazon.com, Tesla Inc., and Facebook Inc. were the largest detractors.
Campbell Advantage Performance Review
For the one-year period ended August 31, 2020, the Campbell Advantage strategy, which is part of the Fund’s strategy, also posted negative returns. The performance of the strategy was driven by losses in equity indices, agricultural commodities, and fixed income trading. The strategy experienced gains in its energy investments, which helped to offset some of the strategy’s losses, and was generally flat in foreign exchange and metals during the period. The Campbell Advantage strategy’s risk target, which is a function of the strategy’s expected correlation to equities and equity volatility, increased during the first quarter of 2020 and remained relatively elevated throughout the period. Rising
32 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND (UNAUDITED) (CONTINUED)
market volatility in the first quarter of 2020 led to increased risk-taking in the strategy and provided protection to the long equity exposure during the market sell-off. This increased risk posture led to larger losses in the strategy as equities rebounded and the strategy reduced exposures.
Outlook
The entire investment team at Boston Partners is relentlessly searching for investments that have not only attractive valuation characteristics and solid business fundamentals, but also improving business momentum and catalysts to help drive their stock prices higher. This is a repeatable process that we have honed for nearly three decades, and our team is well suited to navigate this tricky time by focusing on securities from the bottom up, rather than getting bogged down in a relentless torrent of macro and political news flow. The global economy will most likely trough in 2020 and we expect to see a steady cyclical recovery over the next few years. Historically, environments like these have been very good windows for value investing as more economically-sensitive companies have outperformed growth favorites. And when one considers that the starting point is exceptional, with valuation spreads at extreme levels, it is hard not to be optimistic about the future and how our Fund is positioned today.
Sincerely,
Christopher K. Hart, CFA
Senior Portfolio Manager for the Boston Partners Global Equity
Advantage Fund
Annual Report 2020 | 33
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND (UNAUDITED) (CONCLUDED)
Comparison of Change in Value of $100,000 Investment in
Boston Partners Global Equity Advantage Fund vs. MSCI World Index
The chart assumes a hypothetical $100,000 minimum initial investment in the Fund made on May 29, 2019 (the date on which the Fund commenced investment operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI World Index is unmanaged, does not incur expenses and is not available for investment.
For The Periods Ended August 31, 2020
| | | | | | | | | | Gross | | Net |
| | Average Annual Total Return | | Since | | Expense | | Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Equity Advantage Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | –3.53 | % | | n/a | | n/a | | | 1.57 | % | | | 2.32 | % | | | 1.05 | % |
MSCI World Index – Net Return | | | 16.79 | % | | n/a | | n/a | | | 16.73 | %(2) | | | n/a | | | | n/a | |
1 | Inception date of the fund was May 29, 2019. |
2 | Index Performance is from inception date of the Class only and is not the inception date of the index itself. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The Adviser has contractually agreed to waive all or a portion of its advisory fee and/or reimburse expenses in an aggregate amount equal to the amount by which the total annual Fund operating expenses (excluding certain items discussed below) for the Fund’s Institutional Class shares exceeds 1.05% of the average daily net assets attributable to the Fund’s Institutional Class shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.05%: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until December 31, 2021 and may not be terminated without the approval of the Board of Directors. If at any time the Fund’s total annual Fund operating expenses (not including acquired fund fees and expenses, short sale dividend expense, brokerage commissions, extraordinary items, interest or taxes) for a year are less than 1.05% or the expense cap then in effect, or whatever is less, the Adviser is entitled to reimbursement by the Fund of the advisory fees waived and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement. Total returns shown include fee waivers and expense reimbursements, if any; total returns would have been lower had there been no assumption of fees and expenses in excess of expense limitations. The Fund’s annual operating expense ratios above are as stated in the current prospectus. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please call 1-888-261-4073 or visit our web site at www.boston-partners.com.
34 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
DEFINITIONS (UNAUDITED)
Past Performance is not a guarantee of future results.
Opinions expressed herein are as of August 31, 2020 and are subject to change at any time, are not guaranteed and should not be considered investment advice. This report is for the information of shareholders of the Funds. It may also be used as sales literature when preceded or accompanied by the current prospectus.
Basis point refers to a common unit of measure for interest rates and other percentages in finance. One basis point is equal to 1/100th of 1%, or 0.01%, or 0.0001.
Beta or beta coefficient is a measure of a stock or portfolio’s level of systematic and unsystematic risk based on in its prior performance. In general, a higher beta indicates a more volatile security in relation to its benchmark and lower beta indicates a less volatile security in relation to its benchmark.
Capex: Capital expenditures (CapEx) are funds used by a company to acquire, upgrade, and maintain physical assets such as property, plants, buildings, technology, or equipment.
Earnings per share: Is the portion of a company’s profit allocated to each outstanding share of common stock.
Free cash flow yield is an indicator that compare free cash flow and market cap. It is a representation of the income created by an investment.
Growth stocks typically are more volatile than value stocks; however, value stocks generally have a lower expected growth rate in earnings and sales.
M2 money supply: The money supply is all the currency and other liquid instruments in a country’s economy on the date measured. The money supply roughly includes both cash and deposits that can be used almost as easily as cash. M2 includes M1 and, in addition, short-term time deposits in banks and certain money market funds.
Momentum: High Momentum companies are characterized in the literature as companies with high price performance in the recent history, up to 12-months. High Momentum companies tend to continue their high price performance over the near term, typically over a 6 – 12 month period.
MSCI EAFE (EAFE) Index is a stock market index that is designed to measure the equity market performance of developed markets outside of the U.S. & Canada. It is maintained by MSCI Inc., a provider of investment decision support tools; the EAFE acronym stands for Europe, Australasia and Far East.
MSCI Emerging Markets (EM) Index is an index created by Morgan Stanley Capital International (MSCI) designed to measure equity market performance in global emerging markets.
MSCI World Index is an unmanaged index that measures the equity market performance of developed markets.
MSCI World Growth Index captures large and mid-cap securities exhibiting overall growth style characteristics across 23 Developed Markets Countries.
MSCI World Value NR Index is an index tracking value stocks, which are stocks with prices lower than their intrinsic values.
A net return index includes reinvesting the after tax dividends. A gross return index includes reinvesting the before tax dividends. In general, a net return index should under perform a gross return index.
Nasdaq Index is the market capitalization-weighted index of over 2,500 common equities listed on the Nasdaq stock exchange.
OROA: Operating Return on Operating Assets
P/B: Price/Book: A valuation ratio of a company’s current share price compared to its book value.
P/E: Price/Earnings: A valuation ratio of a company’s current share price compared to its per-share earnings.
Price to Sales: A valuation ratio that compares a company’s stock price to its revenues. It is an indicator of the value that financial markets have placed on each dollar of a company’s sales or revenues.
Quality has long been established as an investment approach, dating back to Benjamin Graham, but it is less well accepted as a factor, especially when compared with value, size, yield, momentum and low volatility. By “factor”, we mean any characteristic that helps explain the risk and returns of a group of securities.
ROE: Return on Equity: measures a corporation’s profitability by revealing how much profit a company generates with the money invested.
Russell 1000® Growth Index measures the performance of the large-cap growth segment of the US equity universe. It includes those Russell 1000® companies with higher price-to-book ratios and higher forecasted growth values.
Russell 1000® Index measures the performance of the 1,000 largest companies in the Russell 3000® Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. You cannot invest directly in an index.
Annual Report 2020 | 35
BOSTON PARTNERS INVESTMENT FUNDS
DEFINITIONS (UNAUDITED) (CONCLUDED)
Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price/book ratios and lower forecasted growth values. The Russell 1000® Value Index refers to a composite of large and mid-cap companies located in the United States that also exhibit a value probability.
Russell 2000® Growth Index is an unmanaged index that measures the performance of Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.
Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 8% of the total market capitalization of the Russell 3000® Index and is considered representative of small-cap stocks.
Russell 2000® Value Index is an unmanaged index that measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000® Index companies with lower price-to-book ratios and lower forecasted growth values.
Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market.
Russell 3000® Growth Index is a market capitalization weighted index based on the Russell 3000® Index. It includes companies that display signs of above average growth.
Russell 3000® Value Index is an unmanaged index that measures the performance of the broad value segment of the U.S. equity value universe. It includes those Russell 3000® Index companies with lower price-to-book ratios and lower forecasted growth values.
S&P 500® Index is a market-capitalization-weighted index of 500 U.S. stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500® Index is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. The S&P 500® Index was first introduced on January 1, 1923, though expanded to 500 stocks on March 4, 1957.
S&P B+ or better and S&P B- or worse: S&P Global is a credit rating agency that issues credit ratings for the debt of public and private companies, rating borrowers on a scale from AAA (best) to D (worst).
VIX Index is a market estimate of expected stock market volatility over the next 30-days, derived from a series of price inputs on option contracts linked to the S&P 500 index.
36 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
FUND EXPENSE EXAMPLES
AUGUST 31, 2020 (UNAUDITED)
As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, if any, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020, and held for the entire period.
ACTUAL EXPENSES
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, 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 first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLES FOR COMPARISON PURPOSES
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund(s) and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, if any. Therefore, the second line of the accompanying 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.
| | BEGINNING ACCOUNT VALUE MARCH 1, 2020 | | ENDING ACCOUNT VALUE AUGUST 31, 2020 | | EXPENSES PAID DURING PERIOD* | | ANNUALIZED EXPENSE RATIO | | ACTUAL SIX-MONTH TOTAL INVESTMENT RETURN FOR THE FUND |
| | | | | | | | | | | | | | | | | | | | |
Boston Partners Small Cap Value Fund II | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 953.40 | | | $ | 4.86 | | | | 0.99 | % | | | –4.66% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.16 | | | | 5.03 | | | | 0.99 | % | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 952.50 | | | $ | 6.09 | | | | 1.24 | % | | | –4.75% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,018.90 | | | | 6.29 | | | | 1.24 | % | | | N/A | |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 981.90 | | | $ | 12.70 | | | | 2.55 | %(1) | | | –1.81% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,012.32 | | | | 12.90 | | | | 2.55 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 980.60 | | | $ | 13.94 | | | | 2.80 | %(1) | | | –1.94% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,011.06 | | | | 14.15 | | | | 2.80 | %(1) | | | N/A | |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 916.00 | | | $ | 11.22 | | | | 2.33 | %(1) | | | –8.40% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,013.42 | | | | 11.79 | | | | 2.33 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 915.60 | | | $ | 12.42 | | | | 2.58 | %(1) | | | –8.44% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,012.17 | | | | 13.05 | | | | 2.58 | %(1) | | | N/A | |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,032.40 | | | $ | 4.09 | | | | 0.80 | % | | | 3.24% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,021.11 | | | | 4.06 | | | | 0.80 | % | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,031.30 | | | $ | 5.36 | | | | 1.05 | % | | | 3.13% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,019.86 | | | | 5.33 | | | | 1.05 | % | | | N/A | |
Annual Report 2020 | 37
BOSTON PARTNERS INVESTMENT FUNDS
FUND EXPENSE EXAMPLES (CONCLUDED)
AUGUST 31, 2020 (UNAUDITED)
| | BEGINNING ACCOUNT VALUE MARCH 1, 2020 | | ENDING ACCOUNT VALUE AUGUST 31, 2020 | | EXPENSES PAID DURING PERIOD* | | ANNUALIZED EXPENSE RATIO | | ACTUAL SIX-MONTH TOTAL INVESTMENT RETURN FOR THE FUND |
| | | | | | | | | | | | | | | | | | | | |
WPG Partners Small/Micro Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 956.80 | | | $ | 5.41 | | | | 1.10 | % | | | –4.32% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,019.61 | | | | 5.58 | | | | 1.10 | % | | | N/A | |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,005.30 | | | $ | 4.79 | | | | 0.95 | % | | | 0.53% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.36 | | | | 4.82 | | | | 0.95 | % | | | N/A | |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 978.90 | | | $ | 12.58 | | | | 2.53 | %(1) | | | –2.11% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,012.42 | | | | 12.80 | | | | 2.53 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 977.60 | | | $ | 13.82 | | | | 2.78 | %(1) | | | –2.24% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,011.16 | | | | 14.05 | | | | 2.78 | %(1) | | | N/A | |
Boston Partners Emerging Markets | | | | | | | | | | | | | | | | | | | | |
Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,077.70 | | | $ | 9.30 | | | | 1.78 | %(1) | | | 7.77% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,016.19 | | | | 9.02 | | | | 1.78 | %(1) | | | N/A | |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,074.60 | | | $ | 5.42 | | | | 1.04 | % | | | 7.46% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,019.91 | | | | 5.28 | | | | 1.04 | % | | | N/A | |
Boston Partners Global Equity | | | | | | | | | | | | | | | | | | | | |
Advantage Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,023.60 | | | $ | 5.34 | | | | 1.05 | % | | | 2.36% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,000.00 | | | | 5.28 | | | | 1.05 | % | | | N/A | |
* | Expenses are equal to each Fund’s annualized six-month expense ratios in the table above, which include waived fees or reimbursed expenses, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one-half year period. |
(1) | These amounts include dividends paid on securities which the Funds have sold short (“Short-sale dividends”) and related interest expense. The amount of short-sale dividends and related interest expense was 0.09% of average net assets for the six-month period ended August 31, 2020 for both the Institutional Class and Investor Class of the Boston Partners Long/Short Equity Fund, 0.92% of average net assets for the Institutional Class and Investor Class of the Boston Partners Long/Short Research Fund, 0.63% of average net assets of the Institutional Class and Investor Class of the Boston Partners Global Long/Short Fund and 0.00% of average net assets for the Institutional Class of the Boston Partners Emerging Markets Dynamic Equity Fund. |
38 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
Portfolio Holdings Summary Tables (UNAUDITED)
BOSTON PARTNERS
SMALL CAP VALUE FUND II
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
COMMON STOCK | | | | | | | | |
Financials | | | 29.9 | % | | $ | 173,423,366 | |
Industrials | | | 19.4 | | | | 112,841,371 | |
Information Technology | | | 14.1 | | | | 81,757,625 | |
Consumer Discretionary | | | 11.0 | | | | 63,940,542 | |
Materials | | | 7.2 | | | | 41,787,449 | |
Health Care | | | 6.8 | | | | 39,458,392 | |
Consumer Staples | | | 3.6 | | | | 21,114,448 | |
Energy | | | 3.0 | | | | 17,171,660 | |
Real Estate | | | 1.5 | | | | 8,684,633 | |
Communication Services | | | 1.2 | | | | 6,947,456 | |
Utilities | | | 0.4 | | | | 2,075,473 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 9.3 | | | | 53,885,936 | |
SHORT-TERM INVESTMENTS | | | 1.9 | | | | 11,276,492 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (9.3 | ) | | | (53,983,363 | ) |
NET ASSETS | | | 100.0 | % | | $ | 580,381,480 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS | | |
LONG/SHORT EQUITY FUND | | |
SECURITY TYPE/SECTOR CLASSIFICATION | | | % OF NET ASSETS | | | | VALUE | |
LONG POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Information Technology | | | 19.3 | % | | $ | 16,072,287 | |
Health Care | | | 17.1 | | | | 14,235,778 | |
Financials | | | 15.3 | | | | 12,739,551 | |
Industrials | | | 12.6 | | | | 10,498,025 | |
Consumer Discretionary | | | 8.5 | | | | 7,093,894 | |
Communication Services | | | 5.6 | | | | 4,672,371 | |
Energy | | | 5.0 | | | | 4,174,029 | |
Materials | | | 4.5 | | | | 3,717,537 | |
Real Estate | | | 3.9 | | | | 3,204,386 | |
Consumer Staples | | | 2.0 | | | | 1,624,853 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 9.3 | | | | 7,775,760 | |
SHORT-TERM INVESTMENTS | | | 6.1 | | | | 5,093,061 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Information Technology | | | (9.9 | ) | | | (8,204,642 | ) |
Health Care | | | (4.7 | ) | | | (3,921,306 | ) |
Consumer Discretionary | | | (3.2 | ) | | | (2,698,287 | ) |
Industrials | | | (2.6 | ) | | | (2,140,195 | ) |
Communication Services | | | (2.5 | ) | | | (2,102,788 | ) |
Real Estate | | | (1.2 | ) | | | (1,000,825 | ) |
Consumer Staples | | | (0.8 | ) | | | (657,813 | ) |
Financials | | | (0.4 | ) | | | (371,027 | ) |
Utilities | | | (0.2 | ) | | | (177,799 | ) |
Energy | | | (0.2 | ) | | | (150,954 | ) |
Materials | | | (0.0 | ) | | | (1,800 | ) |
BOSTON PARTNERS |
LONG/SHORT EQUITY FUND (continued) |
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
EXCHANGE TRADED FUNDS | | | (1.0 | ) | | $ | (843,063 | ) |
OPTIONS WRITTEN | | | (0.8 | ) | | | (640,310 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 18.3 | | | | 15,273,344 | |
NET ASSETS | | | 100.0 | % | | $ | 83,264,067 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS | |
LONG/SHORT RESEARCH FUND | |
SECURITY TYPE/SECTOR CLASSIFICATION | | | % OF NET ASSETS | | | | VALUE | |
LONG POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Financials | | | 16.4 | % | | $ | 181,906,484 | |
Industrials | | | 14.9 | | | | 164,941,120 | |
Information Technology | | | 14.3 | | | | 158,022,029 | |
Communication Services | | | 11.4 | | | | 126,384,733 | |
Health Care | | | 11.1 | | | | 123,435,446 | |
Consumer Discretionary | | | 10.1 | | | | 111,431,666 | |
Materials | | | 7.2 | | | | 79,420,836 | |
Consumer Staples | | | 6.9 | | | | 75,969,308 | |
Energy | | | 6.6 | | | | 73,565,060 | |
Utilities | | | 0.8 | | | | 8,466,537 | |
WARRANTS | | | 0.0 | | | | 28,081 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Financials | | | (8.7 | ) | | | (96,533,773 | ) |
Consumer Discretionary | | | (7.3 | ) | | | (80,119,140 | ) |
Information Technology | | | (6.8 | ) | | | (75,465,401 | ) |
Industrials | | | (6.8 | ) | | | (75,376,387 | ) |
Materials | | | (6.3 | ) | | | (69,784,062 | ) |
Consumer Staples | | | (3.4 | ) | | | (37,589,808 | ) |
Communication Services | | | (2.9 | ) | | | (32,436,220 | ) |
Health Care | | | (2.3 | ) | | | (25,674,533 | ) |
Energy | | | (2.0 | ) | | | (21,854,178 | ) |
Real Estate | | | (1.5 | ) | | | (16,448,276 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 48.3 | | | | 535,109,559 | |
NET ASSETS | | | 100.0 | % | | $ | 1,107,399,081 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 39
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
Portfolio Holdings Summary Tables (UNAUDITED) (CONTINUED)
BOSTON PARTNERS | |
ALL-CAP VALUE FUND | |
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
COMMON STOCK | | | | | | | | |
Health Care | | | 24.5 | % | | $ | 311,656,231 | |
Financials | | | 21.8 | | | | 277,922,712 | |
Industrials | | | 14.3 | | | | 181,604,873 | |
Information Technology | | | 12.7 | | | | 162,349,493 | |
Consumer Discretionary | | | 9.4 | | | | 120,325,084 | |
Communication Services | | | 6.5 | | | | 82,929,275 | |
Materials | | | 4.7 | | | | 59,889,425 | |
Energy | | | 2.9 | | | | 36,501,475 | |
Consumer Staples | | | 2.0 | | | | 25,536,401 | |
Utilities | | | 0.5 | | | | 6,226,886 | |
RIGHTS | | | 0.0 | | | | — | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 8.1 | | | | 103,029,868 | |
SHORT-TERM INVESTMENTS | | | 1.3 | | | | 17,069,178 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (8.7 | ) | | | (110,813,167 | ) |
NET ASSETS | | | 100.0 | % | | $ | 1,274,227,734 | |
Portfolio holdings are subject to change at any time.
WPG PARTNERS | |
SMALL/MICRO CAP VALUE FUND | |
SECURITY TYPE/SECTOR CLASSIFICATION | | | % OF NET ASSETS | | | | VALUE | |
COMMON STOCK | | | | | | | | |
Financials | | | 24.1 | % | | $ | 4,603,765 | |
Industrials | | | 16.7 | | | | 3,191,341 | |
Real Estate | | | 13.0 | | | | 2,494,698 | |
Energy | | | 10.5 | | | | 2,016,854 | |
Consumer Staples | | | 7.9 | | | | 1,504,450 | |
Materials | | | 7.8 | | | | 1,489,876 | |
Information Technology | | | 7.1 | | | | 1,364,085 | |
Utilities | | | 4.7 | | | | 900,953 | |
Consumer Discretionary | | | 4.4 | | | | 845,164 | |
Health Care | | | 3.2 | | | | 608,579 | |
WARRANTS | | | 0.0 | | | | 2 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 14.6 | | | | 2,795,892 | |
SHORT-TERM INVESTMENTS | | | 1.2 | | | | 238,703 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (15.2 | ) | | | (2,904,119 | ) |
NET ASSETS | | | 100.0 | % | | $ | 19,150,243 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS | | | | | | |
GLOBAL EQUITY FUND | | | | | | |
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
COMMON STOCK | | | | | | | | |
Financials | | | 17.7 | % | | $ | 31,409,579 | |
Industrials | | | 17.6 | | | | 31,204,233 | |
Health Care | | | 15.5 | | | | 27,541,036 | |
Information Technology | | | 13.6 | | | | 24,183,754 | |
Consumer Discretionary | | | 11.4 | | | | 20,251,669 | |
Materials | | | 9.4 | | | | 16,632,085 | |
Communication Services | | | 4.2 | | | | 7,379,478 | |
Consumer Staples | | | 3.7 | | | | 6,531,439 | |
Energy | | | 3.0 | | | | 5,386,168 | |
Utilities | | | 1.5 | | | | 2,744,948 | |
PREFERRED STOCKS | | | 0.9 | | | | 1,630,032 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 7.0 | | | | 12,352,274 | |
SHORT-TERM INVESTMENTS | | | 1.4 | | | | 2,526,679 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (6.9 | ) | | | (12,303,356 | ) |
NET ASSETS | | | 100.0 | % | | $ | 177,470,018 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS
GLOBAL LONG/SHORT FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
LONG POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Information Technology | | | 21.6 | % | | $ | 29,556,305 | |
Financials | | | 17.5 | | | | 24,040,900 | |
Consumer Discretionary | | | 10.8 | | | | 14,806,928 | |
Materials | | | 10.6 | | | | 14,478,586 | |
Health Care | | | 10.4 | | | | 14,258,387 | |
Industrials | | | 10.2 | | | | 13,951,507 | |
Communication Services | | | 7.1 | | | | 9,724,452 | |
Consumer Staples | | | 6.8 | | | | 9,342,005 | |
Energy | | | 2.3 | | | | 3,222,299 | |
Utilities | | | 2.3 | | | | 3,194,663 | |
SHORT-TERM INVESTMENTS | | | 0.9 | | | | 1,219,600 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Industrials | | | (8.2 | ) | | | (11,206,153 | ) |
Information Technology | | | (7.6 | ) | | | (10,408,262 | ) |
Consumer Discretionary | | | (5.6 | ) | | | (7,705,200 | ) |
Financials | | | (4.3 | ) | | | (5,864,473 | ) |
Consumer Staples | | | (4.1 | ) | | | (5,665,037 | ) |
Materials | | | (3.6 | ) | | | (4,967,167 | ) |
Health Care | | | (3.1 | ) | | | (4,281,765 | ) |
Energy | | | (1.3 | ) | | | (1,735,081 | ) |
Communication Services | | | (1.1 | ) | | | (1,470,236 | ) |
Real Estate | | | (0.3 | ) | | | (355,854 | ) |
OPTIONS WRITTEN | | | (1.5 | ) | | | (2,053,571 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 40.2 | | | | 55,081,740 | |
NET ASSETS | | | 100.0 | % | | $ | 137,164,573 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
40 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
Portfolio Holdings Summary Tables (UNAUDITED) (CONCLUDED)
BOSTON PARTNERS
EMERGING MARKETS DYNAMIC EQUITY FUND
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
LONG POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Information Technology | | | 15.7 | % | | $ | 9,362,939 | |
Consumer Discretionary | | | 14.1 | | | | 8,496,116 | |
Financials | | | 11.5 | | | | 6,906,325 | |
Consumer Staples | | | 7.8 | | | | 4,697,797 | |
Communication Services | | | 4.6 | | | | 2,775,624 | |
Energy | | | 3.4 | | | | 2,050,024 | |
Real Estate | | | 3.3 | | | | 2,008,747 | |
Health Care | | | 3.2 | | | | 1,946,011 | |
Industrials | | | 2.0 | | | | 1,181,599 | |
Materials | | | 1.9 | | | | 1,135,358 | |
Utilities | | | 1.6 | | | | 945,052 | |
PREFERRED STOCKS | | | 3.8 | | | | 2,306,411 | |
SHORT-TERM INVESTMENTS | | | 21.9 | | | | 13,137,380 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Materials | | | (0.6 | ) | | | (353,718 | ) |
Financials | | | (0.3 | ) | | | (195,375 | ) |
EXCHANGE TRADED FUNDS | | | (14.7 | ) | | | (8,830,720 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 20.9 | | | | 12,605,938 | |
NET ASSETS | | | 100.0 | % | | $ | 60,175,508 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS | | | | | | | | |
EMERGING MARKETS FUND | | | | | | | | |
| | | % OF NET | | | | | |
SECURITY TYPE/SECTOR CLASSIFICATION | | | ASSETS | | | | VALUE | |
COMMON STOCK | | | | | | | | |
Consumer Discretionary | | | 24.1 | % | | $ | 3,977,084 | |
Information Technology | | | 18.1 | | | | 2,989,007 | |
Financials | | | 13.3 | | | | 2,206,029 | |
Communication Services | | | 9.8 | | | | 1,617,866 | |
Consumer Staples | | | 7.5 | | | | 1,241,791 | |
Real Estate | | | 4.5 | | | | 742,620 | |
Energy | | | 3.3 | | | | 545,813 | |
Materials | | | 1.8 | | | | 295,135 | |
Industrials | | | 1.6 | | | | 262,435 | |
Utilities | | | 1.5 | | | | 245,953 | |
PREFERRED STOCKS | | | 3.7 | | | | 608,302 | |
SHORT-TERM INVESTMENTS | | | 10.7 | | | | 1,764,372 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.1 | | | | 11,778 | |
NET ASSETS | | | 100.0 | % | | $ | 16,508,185 | |
Portfolio holdings are subject to change at any time.
BOSTON PARTNERS |
GLOBAL EQUITY ADVANTAGE FUND |
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | | VALUE | |
COMMON STOCK | | | | | | | | |
Financials | | | 14.1 | % | | $ | 4,924,952 | |
Industrials | | | 14.0 | | | | 4,898,265 | |
Health Care | | | 12.4 | | | | 4,335,296 | |
Information Technology | | | 10.8 | | | | 3,788,799 | |
Consumer Discretionary | | | 9.1 | | | | 3,165,024 | |
Materials | | | 7.5 | | | | 2,611,150 | |
Communication Services | | | 3.3 | | | | 1,158,828 | |
Consumer Staples | | | 2.9 | | | | 1,025,755 | |
Energy | | | 2.4 | | | | 845,354 | |
Utilities | | | 1.2 | | | | 430,829 | |
PREFERRED STOCKS | | | 0.7 | | | | 255,728 | |
INVESTMENT COMPANY | | | 20.4 | | | | 7,143,942 | |
SHORT-TERM INVESTMENTS | | | 1.4 | | | | 496,389 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.2 | ) | | | (43,409 | ) |
NET ASSETS | | | 100.0 | % | | $ | 35,036,902 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 41
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | Portfolio Of Investments |
| | NUMBER OF SHARES | | VALUE |
COMMON STOCKS—98.1% | | | | | | | | |
Communication Services—1.2% | | | | | | | | |
Nexstar Media Group, Inc., Class A | | | 39,124 | | | $ | 3,756,295 | |
Yelp, Inc.*(a) | | | 138,026 | | | | 3,191,161 | |
| | | | | | | 6,947,456 | |
Consumer Discretionary—11.0% | | | | | | | | |
Beazer Homes USA, Inc.*(a) | | | 127,482 | | | | 1,560,380 | |
Extended Stay America, Inc. | | | 158,462 | | | | 1,979,190 | |
Foot Locker, Inc.(a) | | | 154,184 | | | | 4,676,401 | |
Frontdoor, Inc.* | | | 141,189 | | | | 6,151,605 | |
Hanesbrands, Inc. (a) | | | 322,847 | | | | 4,936,331 | |
Harley-Davidson, Inc.(a) | | | 108,698 | | | | 3,012,022 | |
International Game Technology PLC* | | | 281,981 | | | | 3,138,449 | |
LCI Industries | | | 51,510 | | | | 5,853,081 | |
Lithia Motors, Inc., Class A | | | 56,017 | | | | 13,945,992 | |
Movado Group, Inc.*(a) | | | 77,907 | | | | 849,965 | |
Skechers U.S.A., Inc., Class A* | | | 196,965 | | | | 5,879,405 | |
Standard Motor Products, Inc.* | | | 42,600 | | | | 1,935,744 | |
Steven Madden Ltd.* | | | 162,139 | | | | 3,430,861 | |
Tempur Sealy International, Inc.* | | | 29,013 | | | | 2,481,772 | |
Toll Brothers, Inc. | | | 51,691 | | | | 2,182,394 | |
TravelCenters of America, Inc.* | | | 45,654 | | | | 975,170 | |
ZAGG, Inc.*(a) | | | 299,302 | | | | 951,780 | |
| | | | | | | 63,940,542 | |
Consumer Staples—3.6% | | | | | | | | |
Energizer Holdings, Inc.(a) | | | 204,029 | | | | 9,444,502 | |
Fresh Del Monte Produce, Inc. | | | 103,376 | | | | 2,397,290 | |
Nomad Foods Ltd.* | | | 164,398 | | | | 4,054,055 | |
Spectrum Brands Holdings, Inc.(a) | | | 39,403 | | | | 2,348,419 | |
Universal Corp. | | | 66,118 | | | | 2,870,182 | |
| | | | | | | 21,114,448 | |
Energy—3.0% | | | | | | | | |
Cactus, Inc., Class A | | | 110,762 | | | | 2,446,733 | |
ChampionX Corp.* | | | 170,039 | | | | 1,741,199 | |
Parsley Energy, Inc., Class A(a) | | | 146,786 | | | | 1,577,950 | |
ProPetro Holding Corp.* | | | 260,625 | | | | 1,636,725 | |
Viper Energy Partners LP | | | 200,217 | | | | 2,038,209 | |
World Fuel Services Corp. | | | 292,835 | | | | 7,730,844 | |
| | | | | | | 17,171,660 | |
Financials—29.9% | | | | | | | | |
AllianceBernstein Holding LP | | | 69,498 | | | | 1,979,998 | |
AMERISAFE, Inc. | | | 47,737 | | | | 3,185,490 | |
Anworth Mortgage Asset Corp. | | | 687,215 | | | | 1,188,882 | |
Ares Commercial Real Estate Corp. | | | 124,499 | | | | 1,240,010 | |
Assured Guaranty Ltd. | | | 317,087 | | | | 6,801,516 | |
Axis Capital Holdings Ltd. | | | 183,971 | | | | 8,786,455 | |
BankUnited, Inc. | | | 169,405 | | | | 3,960,689 | |
Blackstone Mortgage Trust, Inc., Class A(a) | | | 216,070 | | | | 5,135,984 | |
Columbia Banking System, Inc. | | | 55,403 | | | | 1,546,298 | |
Essent Group Ltd. | | | 197,691 | | | | 7,057,569 | |
Evercore, Inc., Class A | | | 78,394 | | | | 4,851,021 | |
Federal Agricultural Mortgage Corp., Class C | | | 58,236 | | | | 3,968,783 | |
First American Financial Corp. | | | 80,290 | | | | 4,220,845 | |
First Citizens BancShares Inc., Class A | | | 7,053 | | | | 2,772,887 | |
First Hawaiian, Inc.(a) | | | 331,198 | | | | 5,474,703 | |
First Horizon National Corp. | | | 209,618 | | | | 2,001,852 | |
First Merchants Corp. | | | 95,168 | | | | 2,434,397 | |
| | NUMBER OF SHARES | | VALUE |
Financials—(continued) | | | | |
FirstCash, Inc. | | | 85,600 | | | $ | 5,114,600 | |
Flushing Financial Corp. | | | 69,537 | | | | 843,484 | |
Greenlight Capital Re Ltd.*(a) | | | 180,251 | | | | 1,310,425 | |
Hanover Insurance Group, Inc., (The) | | | 56,891 | | | | 5,830,758 | |
Heritage Financial Corp.(a) | | | 89,505 | | | | 1,784,730 | |
Heritage Insurance Holdings, Inc. | | | 102,154 | | | | 1,333,110 | |
Hope Bancorp, Inc. | | | 143,190 | | | | 1,211,387 | |
James River Group Holdings Ltd. | | | 107,779 | | | | 5,249,915 | |
Luther Burbank Corp. | | | 222,932 | | | | 2,071,038 | |
Merchants Bancorp | | | 98,277 | | | | 2,002,885 | |
Mr Cooper Group, Inc.* | | | 188,425 | | | | 3,452,888 | |
National General Holdings Corp. | | | 333,067 | | | | 11,340,931 | |
Navient Corp. | | | 728,788 | | | | 6,624,683 | |
Nelnet, Inc., Class A (a) | | | 38,190 | | | | 2,501,063 | |
NMI Holdings, Inc., Class A* | | | 134,228 | | | | 2,302,010 | |
PennyMac Financial Services, Inc. | | | 151,711 | | | | 7,998,204 | |
PRA Group, Inc.*(a) | | | 95,693 | | | | 4,466,471 | |
ProAssurance Corp. | | | 88,149 | | | | 1,350,443 | |
RBB Bancorp | | | 77,528 | | | | 1,005,538 | |
Reinsurance Group of America, Inc. | | | 21,560 | | | | 1,976,621 | |
Silvercrest Asset Management Group, Inc., Class A | | | 274,316 | | | | 3,439,923 | |
SLM Corp. | | | 1,241,311 | | | | 9,483,616 | |
South State Corp. | | | 42,565 | | | | 2,370,019 | |
Starwood Property Trust, Inc. | | | 111,297 | | | | 1,736,233 | |
State Auto Financial Corp. | | | 58,178 | | | | 897,686 | |
Synovus Financial Corp. | | | 54,531 | | | | 1,192,593 | |
Umpqua Holdings Corp. | | | 101,695 | | | | 1,147,120 | |
Velocity Financial, Inc.*(a) | | | 292,964 | | | | 1,555,639 | |
Walker & Dunlop, Inc. | | | 173,001 | | | | 9,476,995 | |
Washington Federal, Inc. | | | 74,311 | | | | 1,742,593 | |
White Mountains Insurance Group Ltd. | | | 4,490 | | | | 4,002,386 | |
| | | | | | | 173,423,366 | |
Health Care—6.8% | | | | | | | | |
Change Healthcare, Inc.* | | | 868,757 | | | | 12,292,911 | |
Envista Holdings Corp.* | | | 293,339 | | | | 7,037,203 | |
Hanger, Inc.* | | | 78,931 | | | | 1,559,676 | |
LHC Group, Inc.* | | | 28,877 | | | | 6,019,122 | |
R1 RCM, Inc.* | | | 197,683 | | | | 2,866,403 | |
Syneos Health, Inc.* | | | 143,956 | | | | 9,083,624 | |
US Physical Therapy, Inc.*(a) | | | 6,743 | | | | 599,453 | |
| | | | | | | 39,458,392 | |
Industrials—19.4% | | | | | | | | |
ABM Industries, Inc. | | | 272,110 | | | | 10,378,275 | |
ACCO Brands Corp. | | | 367,713 | | | | 2,382,780 | |
AECOM Technology Corp.* | | | 86,786 | | | | 3,428,915 | |
Aegion Corp.* | | | 139,848 | | | | 2,263,440 | |
AIR LEASE Corp.(a) | | | 60,348 | | | | 1,875,616 | |
ASGN, Inc.* | | | 110,749 | | | | 7,948,456 | |
BMC Stock Holdings, Inc.* | | | 165,056 | | | | 6,589,036 | |
CBIZ, Inc.* | | | 138,977 | | | | 3,379,921 | |
Covanta Holding Corp. | | | 166,012 | | | | 1,567,153 | |
CRA International, Inc. | | | 96,387 | | | | 4,097,411 | |
Curtiss-Wright Corp. | | | 59,030 | | | | 6,039,950 | |
EnerSys | | | 113,427 | | | | 8,164,475 | |
Ennis, Inc.(a) | | | 55,420 | | | | 1,015,849 | |
Foundation Building Materials, Inc.* | | | 129,550 | | | | 2,102,597 | |
FTI Consulting, Inc.* | | | 61,445 | | | | 7,051,428 | |
Harsco Corp.* | | | 263,376 | | | | 3,726,770 | |
The accompanying notes are an integral part of the financial statements.
42 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | VALUE |
Industrials—(continued) | | | | | | | | |
HD Supply Holdings, Inc.* | | | 99,380 | | | $ | 3,941,411 | |
Heidrick & Struggles International, Inc. | | | 54,352 | | | | 1,175,634 | |
Hillenbrand, Inc. | | | 81,992 | | | | 2,599,966 | |
IAA, Inc.* | | | 35,020 | | | | 1,832,246 | |
IBEX Ltd.* | | | 138,585 | | | | 2,215,974 | |
ICF International, Inc. | | | 72,206 | | | | 4,932,392 | |
KAR Auction Services, Inc. | | | 419,522 | | | | 7,274,511 | |
Korn/Ferry International | | | 52,754 | | | | 1,608,997 | |
Landstar System, Inc. | | | 13,201 | | | | 1,756,921 | |
ManpowerGroup, Inc. | | | 18,042 | | | | 1,322,659 | |
MasTec, Inc.*(a) | | | 46,717 | | | | 2,158,793 | |
NN, Inc.(a) | | | 263,642 | | | | 1,199,571 | |
Terex Corp.* | | | 95,596 | | | | 1,870,814 | |
Viad Corp.* | | | 70,633 | | | | 1,513,665 | |
WESCO International, Inc.* | | | 115,811 | | | | 5,425,745 | |
| | | | | | | 112,841,371 | |
Information Technology—14.1% | | | | | | | | |
Bel Fuse, Inc., Class B(a) | | | 147,517 | | | | 1,773,154 | |
Belden, Inc.(a) | | | 135,675 | | | | 4,569,534 | |
Diebold Nixdorf, Inc.*(a) | | | 198,889 | | | | 1,658,734 | |
DXC Technology Co. | | | 209,466 | | | | 4,185,131 | |
EVERTEC, Inc. | | | 150,246 | | | | 5,261,615 | |
First Solar, Inc.*(a) | | | 36,989 | | | | 2,832,987 | |
Insight Enterprises, Inc.* | | | 83,659 | | | | 5,003,226 | |
InterDigital Inc. | | | 58,979 | | | | 3,606,566 | |
MAXIMUS, Inc. | | | 50,626 | | | | 3,926,046 | |
NCR Corp.*(a) | | | 231,926 | | | | 4,740,567 | |
PC Connection, Inc. | | | 33,826 | | | | 1,498,154 | |
Science Applications International Corp. | | | 102,733 | | | | 8,574,096 | |
SMART Global Holdings, Inc.*(a) | | | 123,717 | | | | 3,117,668 | |
Sykes Enterprises, Inc.* | | | 181,063 | | | | 5,994,091 | |
SYNNEX Corp. | | | 102,118 | | | | 12,984,304 | |
TTEC Holdings, Inc. | | | 114,630 | | | | 6,498,375 | |
Ultra Clean Holdings, Inc.* | | | 79,109 | | | | 1,939,753 | |
Unisys Corp.*(a) | | | 308,201 | | | | 3,593,624 | |
| | | | | | | 81,757,625 | |
Materials—7.2% | | | | | | | | |
Graphic Packaging Holding Co. (a) | | | 1,103,614 | | | | 15,428,524 | |
Huntsman Corp. | | | 100,590 | | | | 2,174,756 | |
Ingevity Corp.*(a) | | | 68,784 | | | | 3,863,597 | |
Minerals Technologies, Inc. | | | 31,564 | | | | 1,601,873 | |
Orion Engineered Carbons SA* | | | 159,662 | | | | 1,939,893 | |
PQ Group Holdings, Inc.* | | | 157,518 | | | | 1,835,085 | |
Schweitzer-Mauduit International, Inc. | | | 155,090 | | | | 4,703,880 | |
Valvoline, Inc. | | | 501,953 | | | | 10,239,841 | |
| | | | | | | 41,787,449 | |
Real Estate—1.5% | | | | | | | | |
Cousins Properties, Inc. | | | 214,913 | | | | 6,415,153 | |
Spirit Realty Capital, Inc.(a) | | | 63,911 | | | | 2,269,480 | |
| | | | | | | 8,684,633 | |
Utilities—0.3% | | | | | | | | |
Pure Cycle Corp.* | | | 212,651 | | | | 2,075,473 | |
TOTAL COMMON STOCKS (Cost $478,428,154) | | | | | | | 569,202,415 | |
| | NUMBER OF SHARES | | VALUE |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—9.3% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.19%(b) | | | 53,885,936 | | | $ | 53,885,936 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $53,885,936) | | | | | | | 53,885,936 | |
SHORT-TERM INVESTMENTS—1.9% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05%(b) | | | 11,276,492 | | | | 11,276,492 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $11,276,492) | | | | | | | 11,276,492 | |
TOTAL INVESTMENTS—109.3% (Cost $543,590,582) | | | | | | | 634,364,843 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(9.3)% | | | | | | | (53,983,363 | ) |
NET ASSETS—100.0% | | | | | | $ | 580,381,480 | |
PLC | — | Public Limited Company |
* | — | Non-income producing. |
(a) | — | All or a portion of the security is on loan. At August 31, 2020, the market value of securities on loan was $51,361,233. |
(b) | — | Seven-day yield as of August 31, 2020. |
| | |
| Industry classifications may be different than those used for compliance monitoring purposes |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 43
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | Portfolio Of Investments (concluded) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Common Stock | | | | | | | | | | | | | | | | | | | | |
Communication Services | | $ | 6,947,456 | | | $ | 6,947,456 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 63,940,542 | | | | 63,940,542 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 21,114,448 | | | | 21,114,448 | | | | — | | | | — | | | | — | |
Energy | | | 17,171,660 | | | | 17,171,660 | | | | — | | | | — | | | | — | |
Financials | | | 173,423,366 | | | | 173,423,366 | | | | — | | | | — | | | | — | |
Health Care | | | 39,458,392 | | | | 39,458,392 | | | | — | | | | — | | | | — | |
Industrials | | | 112,841,371 | | | | 112,841,371 | | | | — | | | | — | | | | — | |
Information Technology | | | 81,757,625 | | | | 81,757,625 | | | | — | | | | — | | | | — | |
Materials | | | 41,787,449 | | | | 41,787,449 | | | | — | | | | — | | | | — | |
Real Estate | | | 8,684,633 | | | | 8,684,633 | | | | — | | | | — | | | | — | |
Utilities | | | 2,075,473 | | | | 2,075,473 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 53,885,936 | | | | — | | | | — | | | | — | | | | 53,885,936 | |
Short-Term Investments | | | 11,276,492 | | | | 11,276,492 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 634,364,843 | | | $ | 580,478,907 | | | $ | — | | | $ | — | | | $ | 53,885,936 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy to the amounts presented in the Portfolio of Investments |
The accompanying notes are an integral part of the financial statements.
44 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—109.2% | | | | | | | | |
COMMON STOCKS—93.8% | | | | | | | | |
Communication Services—5.6% | | | | | | | | |
Comcast Corp., Class A† | | | 20,147 | | | $ | 902,787 | |
Facebook, Inc., Class A*† | | | 7,478 | | | | 2,192,550 | |
JOYY, Inc. - ADR(a)# | | | 6,436 | | | | 549,892 | |
KT Corp. - SP ADR | | | 51,416 | | | | 505,933 | |
Yandex NV, Class A*(a) | | | 7,639 | | | | 521,209 | |
| | | | | | | 4,672,371 | |
Consumer Discretionary—8.5% | | | | | | | | |
Alibaba Group Holding Ltd. - SP ADR* | | | 4,135 | | | | 1,186,869 | |
AutoZone, Inc.* | | | 433 | | | | 518,002 | |
Caleres, Inc.(a) | | | 30,133 | | | | 235,339 | |
Carriage Services, Inc. | | | 21,221 | | | | 469,833 | |
Carter’s, Inc.* | | | 6,629 | | | | 527,801 | |
Fiat Chrysler Automobiles NV(a) | | | 40,672 | | | | 448,612 | |
Hanesbrands, Inc.(a) | | | 35,896 | | | | 548,850 | |
Hooker Furniture Corp. | | | 14,808 | | | | 365,017 | |
JD.com, Inc. - ADR* | | | 6,723 | | | | 528,697 | |
Las Vegas Sands Corp.*† | | | 11,608 | | | | 588,642 | |
LKQ Corp.* | | | 19,462 | | | | 617,724 | |
Mohawk Industries, Inc.* | | | 4,294 | | | | 396,465 | |
Skechers U.S.A., Inc., Class A* | | | 22,179 | | | | 662,043 | |
| | | | | | | 7,093,894 | |
Consumer Staples—2.0% | | | | | | | | |
Coca-Cola European Partners PLC | | | 11,310 | | | | 465,519 | |
Philip Morris International, Inc. | | | 9,448 | | | | 753,856 | |
Unilever NV | | | 6,991 | | | | 405,478 | |
| | | | | | | 1,624,853 | |
Energy—5.0% | | | | | | | | |
Baker Hughes a GE Co.(a) | | | 16,758 | | | | 239,304 | |
Canadian Natural Resources Ltd.† | | | 44,428 | | | | 873,899 | |
Cheniere Energy, Inc.* | | | 4,816 | | | | 250,673 | |
Enterprise Products Partners LP | | | 25,767 | | | | 452,468 | |
Parsley Energy, Inc., Class A(a) | | | 23,523 | | | | 252,872 | |
Phillips 66† | | | 10,852 | | | | 634,516 | |
Solaris Oilfield Infrastructure, Inc., Class A(a) | | | 30,142 | | | | 234,505 | |
Teekay LNG Partners LP | | | 21,834 | | | | 241,702 | |
Valero Energy Corp.(a)† | | | 12,081 | | | | 635,340 | |
World Fuel Services Corp. | | | 13,589 | | | | 358,750 | |
| | | | | | | 4,174,029 | |
Financials—15.3% | | | | | | | | |
American International Group, Inc.(a)† | | | 16,912 | | | | 492,816 | |
Arthur J Gallagher & Co. | | | 3,658 | | | | 385,187 | |
Bank of America Corp.† | | | 37,683 | | | | 969,960 | |
Bank OZK(a) | | | 19,626 | | | | 452,183 | |
Berkshire Hathaway, Inc., Class B*† | | | 4,738 | | | | 1,033,074 | |
BGC Partners, Inc., Class A | | | 204,015 | | | | 514,118 | |
Charles Schwab Corp., (The)(a) | | | 12,502 | | | | 444,196 | |
Citigroup, Inc.† | | | 29,269 | | | | 1,496,231 | |
Evercore, Inc., Class A | | | 11,466 | | | | 709,516 | |
FedNat Holding Co.† | | | 57,485 | | | | 488,048 | |
First American Financial Corp. | | | 6,955 | | | | 365,624 | |
Granite Point Mortgage Trust, Inc.(a) | | | 61,440 | | | | 407,962 | |
Jefferies Financial Group, Inc.† | | | 36,649 | | | | 642,823 | |
KB Financial Group, Inc. - ADR | | | 18,118 | | | | 560,752 | |
Ladder Capital Corp. | | | 23,375 | | | | 174,144 | |
Mercury General Corp. | | | 7,581 | | | | 339,098 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(continued) | | | | | | | | |
Morgan Stanley† | | | 18,599 | | | $ | 971,984 | |
S&P Global, Inc. | | | 1,156 | | | | 423,582 | |
Stifel Financial Corp.† | | | 16,638 | | | | 843,713 | |
SVB Financial Group* | | | 1,632 | | | | 416,780 | |
Western Alliance Bancorp | | | 17,217 | | | | 607,760 | |
| | | | | | | 12,739,551 | |
Health Care—17.1% | | | | | | | | |
Anthem, Inc.† | | | 3,376 | | | | 950,411 | |
Bausch Health Cos., Inc.* | | | 37,473 | | | | 622,801 | |
BioSpecifics Technologies Corp.* | | | 6,735 | | | | 434,407 | |
Centene Corp.* | | | 10,722 | | | | 657,473 | |
Cigna Corp.† | | | 5,591 | | | | 991,676 | |
CVS Health Corp.† | | | 15,448 | | | | 959,630 | |
Fresenius Medical Care AG & Co. KGaA - ADR | | | 16,915 | | | | 716,858 | |
Hanger, Inc.*† | | | 38,200 | | | | 754,832 | |
HCA Healthcare, Inc.*† | | | 5,786 | | | | 785,276 | |
Henry Schein, Inc.* | | | 10,063 | | | | 668,586 | |
Jazz Pharmaceuticals PLC* | | | 3,858 | | | | 518,476 | |
Johnson & Johnson† | | | 7,015 | | | | 1,076,171 | |
Medtronic PLC# | | | 6,812 | | | | 732,086 | |
Novartis AG - SP ADR† | | | 15,651 | | | | 1,346,925 | |
Pfizer, Inc.† | | | 27,682 | | | | 1,046,103 | |
Syneos Health, Inc.* | | | 5,953 | | | | 375,634 | |
UnitedHealth Group, Inc.†# | | | 2,767 | | | | 864,826 | |
Universal Health Services, Inc., Class B* | | | 6,648 | | | | 733,607 | |
| | | | | | | 14,235,778 | |
Industrials—12.6% | | | | | | | | |
Acuity Brands, Inc. | | | 2,732 | | | | 298,580 | |
AerCap Holdings NV*† | | | 7,806 | | | | 230,824 | |
ASGN, Inc.* | | | 9,147 | | | | 656,480 | |
Barrett Business Services, Inc.† | | | 10,162 | | | | 585,026 | |
BMC Stock Holdings, Inc.* | | | 37,237 | | | | 1,486,501 | |
Carrier Global Corp. | | | 16,884 | | | | 503,987 | |
China Yuchai International Ltd. | | | 31,070 | | | | 504,577 | |
Fortress Transportation & Infrastructure Investors LLC | | | 29,894 | | | | 473,820 | |
Forward Air Corp. | | | 5,261 | | | | 310,346 | |
Gibraltar Industries, Inc.* | | | 11,156 | | | | 696,637 | |
Graham Corp.† | | | 26,043 | | | | 341,945 | |
Grupo Aeroportuario del Centro Norte SAB de CV - ADR | | | 9,314 | | | | 339,589 | |
Heidrick & Struggles International, Inc. | | | 15,740 | | | | 340,456 | |
IHS Markit Ltd. | | | 4,010 | | | | 320,479 | |
Insperity, Inc. | | | 7,132 | | | | 480,483 | |
Kelly Services, Inc., Class A* | | | 25,495 | | | | 484,150 | |
Quanta Services, Inc. | | | 13,880 | | | | 711,350 | |
Snap-on, Inc.(a) | | | 3,755 | | | | 556,754 | |
UFP Industries, Inc. | | | 10,606 | | | | 629,466 | |
Vectrus, Inc.* | | | 12,591 | | | | 546,575 | |
| | | | | | | 10,498,025 | |
Information Technology—19.3% | | | | | | | | |
Akamai Technologies, Inc.*† | | | 6,709 | | | | 781,129 | |
Arrow Electronics, Inc.* | | | 5,640 | | | | 443,078 | |
CACI International, Inc., Class A* | | | 2,891 | | | | 677,043 | |
Capgemini SE - ADR | | | 19,644 | | | | 544,925 | |
Cognizant Technology Solutions Corp., Class A† | | | 14,598 | | | | 976,022 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 45
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Information Technology—(continued) | | | | | | | | |
Coherent, Inc.* | | | 2,101 | | | $ | 236,699 | |
Dolby Laboratories, Inc. Class A† | | | 6,215 | | | | 434,118 | |
EchoStar Corp., Class A*† | | | 17,663 | | | | 518,939 | |
Euronet Worldwide, Inc.* | | | 3,730 | | | | 385,607 | |
EVERTEC, Inc.† | | | 20,135 | | | | 705,128 | |
Fabrinet(a)* | | | 12,729 | | | | 888,230 | |
Fidelity National Information Services, Inc.(a) | | | 3,517 | | | | 530,539 | |
FleetCor Technologies, Inc.*(a) | | | 1,472 | | | | 370,134 | |
Hackett Group Inc., (The) | | | 40,162 | | | | 506,443 | |
Hollysys Automation Technologies Ltd. | | | 27,591 | | | | 298,810 | |
HP, Inc. | | | 21,786 | | | | 425,916 | |
Huami Corp. - ADR* | | | 35,767 | | | | 451,379 | |
InterDigital Inc. | | | 13,542 | | | | 828,093 | |
KBR, Inc.† | | | 26,497 | | | | 662,160 | |
Nuance Communications, Inc.*(a) | | | 11,473 | | | | 343,731 | |
Open Text Corp.(a) | | | 13,847 | | | | 628,377 | |
Perficient, Inc.* | | | 15,122 | | | | 648,885 | |
Qorvo, Inc.* | | | 4,162 | | | | 533,860 | |
Science Applications International Corp. | | | 3,610 | | | | 301,291 | |
Super Micro Computer, Inc.* | | | 15,781 | | | | 432,242 | |
SYNNEX Corp.† | | | 6,991 | | | | 888,906 | |
Telefonaktiebolaget LM Ericsson - SP ADR(a) | | | 73,486 | | | | 856,112 | |
Zebra Technologies Corp., Class A*† | | | 2,703 | | | | 774,491 | |
| | | | | | | 16,072,287 | |
Materials—4.5% | | | | | | | | |
Berry Global Group, Inc.* | | | 18,984 | | | | 978,435 | |
Corteva, Inc. | | | 21,489 | | | | 613,511 | |
Freeport-McMoRan, Inc.*† | | | 33,111 | | | | 516,863 | |
Nutrien Ltd. | | | 10,239 | | | | 377,512 | |
POSCO - SP ADR | | | 10,560 | | | | 408,039 | |
Rio Tinto PLC - SP ADR† | | | 9,079 | | | | 555,907 | |
Ternium SA - SP ADR | | | 14,948 | | | | 267,270 | |
| | | | | | | 3,717,537 | |
Real Estate—3.9% | | | | | | | | |
Industrial Logistics Properties Trust† | | | 17,175 | | | | 370,465 | |
Jones Lang LaSalle, Inc. | | | 3,275 | | | | 337,456 | |
Medical Properties Trust, Inc. | | | 17,927 | | | | 333,084 | |
Newmark Group, Inc., Class A† | | | 160,800 | | | | 712,344 | |
RE/MAX Holdings, Inc., Class A(a) | | | 19,145 | | | | 672,755 | |
Service Properties Trust | | | 41,181 | | | | 338,096 | |
Simon Property Group, Inc.(a) | | | 4,824 | | | | 327,308 | |
Wheeler Real Estate Investment Trust, Inc.* | | | 39,886 | | | | 112,878 | |
| | | | | | | 3,204,386 | |
TOTAL COMMON STOCKS (Cost $57,989,194 ) | | | | | | | 78,032,711 | |
| | NUMBER OF SHARES | | | VALUE | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—9.3% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.19%(b) | | | 7,775,760 | | | $ | 7,775,760 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $7,775,760) | | | | | | | 7,775,760 | |
SHORT-TERM INVESTMENTS—6.1% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05%*(b) | | | 5,093,061 | | | | 5,093,061 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $5,093,061) | | | | | | | 5,093,061 | |
TOTAL LONG POSITIONS—109.2% (Cost $70,858,015) | | | | | | | 90,901,532 | |
SECURITIES SOLD SHORT—(26.7%) | | | | | | | | |
COMMON STOCKS—(25.7%) | | | | | | | | |
Communication Services—2.5% | | | | | | | | |
CTC Communications Group, Inc.*‡ | | | (98,900 | ) | | | 0 | |
Netflix, Inc.* | | | (2,553 | ) | | | (1,351,967 | ) |
Roku, Inc.* | | | (4,328 | ) | | | (750,821 | ) |
| | | | | | | (2,102,788 | ) |
Consumer Discretionary—3.2% | | | | | | | | |
Dorman Products, Inc.* | | | (3,306 | ) | | | (279,985 | ) |
GoPro, Inc., Class A* | | | (100,758 | ) | | | (462,479 | ) |
Papa John’s International, Inc. | | | (9,744 | ) | | | (957,738 | ) |
Planet Fitness, Inc., Class A* | | | (7,969 | ) | | | (484,436 | ) |
Qsound Labs, Inc.*‡ | | | (4,440 | ) | | | 0 | |
Shake Shack, Inc., Class A* | | | (7,526 | ) | | | (513,649 | ) |
| | | | | | | (2,698,287 | ) |
Consumer Staples—0.8% | | | | | | | | |
Amish Naturals, Inc.*‡ | | | (25,959 | ) | | | 0 | |
Beyond Meat, Inc.* | | | (2,091 | ) | | | (284,062 | ) |
John B Sanfilippo & Son, Inc. | | | (4,693 | ) | | | (373,751 | ) |
| | | | | | | (657,813 | ) |
Energy—0.2% | | | | | | | | |
Beard Co.* | | | (9,710 | ) | | | (19 | ) |
Uranium Energy Corp.* | | | (131,248 | ) | | | (150,935 | ) |
| | | | | | | (150,954 | ) |
Financials—0.4% | | | | | | | | |
Siebert Financial Corp.* | | | (35,475 | ) | | | (134,096 | ) |
Trupanion, Inc.* | | | (3,777 | ) | | | (236,931 | ) |
| | | | | | | (371,027 | ) |
Health Care—4.7% | | | | | | | | |
10X Genomics, Inc., Class A* | | | (5,436 | ) | | | (623,074 | ) |
AtriCure, Inc.* | | | (15,530 | ) | | | (694,657 | ) |
BodyTel Scientific, Inc.*‡ | | | (4,840 | ) | | | (1 | ) |
CareView Communications, Inc.* | | | (190,048 | ) | | | (7,203 | ) |
Glaukos Corp.* | | | (7,851 | ) | | | (375,513 | ) |
Heska Corp.* | | | (6,878 | ) | | | (712,561 | ) |
iRhythm Technologies, Inc.* | | | (2,628 | ) | | | (578,633 | ) |
Shockwave Medical, Inc.* | | | (8,957 | ) | | | (569,128 | ) |
SmileDirectClub, Inc.* | | | (44,401 | ) | | | (360,536 | ) |
| | | | | | | (3,921,306 | ) |
The accompanying notes are an integral part of the financial statements.
46 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—2.6% | | | | | | | | |
AAON, Inc. | | | (6,694 | ) | | $ | (381,090 | ) |
Applied Energetics, Inc.* | | | (55,357 | ) | | | (20,455 | ) |
Blue Bird Corp.* | | | (27,780 | ) | | | (316,136 | ) |
Capstone Turbine Corp.* | | | (448 | ) | | | (1,844 | ) |
Corporate Resource Services, Inc.* | | | (218,896 | ) | | | (131 | ) |
DynaMotive Energy Systems Corp.*‡ | | | (72,185 | ) | | | (7 | ) |
Ener1, Inc.*‡ | | | (102,820 | ) | | | (10 | ) |
Omega Flex, Inc. | | | (4,410 | ) | | | (580,973 | ) |
Valence Technology, Inc.*‡ | | | (27,585 | ) | | | (3 | ) |
WillScot Mobile Mini Holdings Corp.* | | | (46,902 | ) | | | (839,546 | ) |
| | | | | | | (2,140,195 | ) |
Information Technology—9.9% | | | | | | | | |
8x8, Inc.* | | | (21,523 | ) | | | (363,308 | ) |
ANTs software, Inc.*‡ | | | (10,334 | ) | | | (1 | ) |
Appfolio, Inc., Class A* | | | (3,200 | ) | | | (537,696 | ) |
Appian Corp.* | | | (11,479 | ) | | | (702,974 | ) |
Ceridian HCM Holding, Inc.* | | | (6,383 | ) | | | (507,576 | ) |
Consygen, Inc.*‡ | | | (200 | ) | | | 0 | |
Coupa Software, Inc.* | | | (1,102 | ) | | | (361,169 | ) |
Cree, Inc.* | | | (13,870 | ) | | | (875,197 | ) |
Inphi Corp.* | | | (2,801 | ) | | | (319,258 | ) |
Inseego Corp.* | | | (38,210 | ) | | | (438,651 | ) |
Interliant, Inc.*‡ | | | (600 | ) | | | 0 | |
MongoDB, Inc.* | | | (1,327 | ) | | | (310,253 | ) |
Nestor, Inc.*‡ | | | (15,200 | ) | | | (2 | ) |
Okta, Inc.* | | | (1,832 | ) | | | (394,558 | ) |
Pluralsight, Inc., Class A* | | | (12,262 | ) | | | (234,695 | ) |
PROS Holdings, Inc.* | | | (8,109 | ) | | | (316,251 | ) |
Q2 Holdings, Inc.* | | | (4,832 | ) | | | (470,105 | ) |
Rapid7, Inc.* | | | (5,835 | ) | | | (376,766 | ) |
Splunk, Inc.* | | | (2,647 | ) | | | (580,567 | ) |
Tiger Telematics, Inc.*‡ | | | (6,510 | ) | | | 0 | |
Uni-Pixel, Inc.* | | | (19,665 | ) | | | (20 | ) |
Worldgate Communications, Inc.*‡ | | | (582,655 | ) | | | (58 | ) |
Xybernaut Corp.* | | | (34,156 | ) | | | 0 | |
Yext, Inc.* | | | (24,620 | ) | | | (488,953 | ) |
Zoom Video Communications, Inc., Class A* | | | (1,982 | ) | | | (644,348 | ) |
Zscaler, Inc.* | | | (1,969 | ) | | | (282,236 | ) |
| | | | | | | (8,204,642 | ) |
Materials—0.0% | | | | | | | | |
Mountain Province Diamonds, Inc.* | | | (6,099 | ) | | | (1,800 | ) |
Real Estate—1.2% | | | | | | | | |
Redfin Corp.* | | | (21,039 | ) | | | (1,000,825 | ) |
Utilities—0.2% | | | | | | | | |
Cadiz, Inc.* | | | (16,998 | ) | | | (177,799 | ) |
TOTAL COMMON STOCKS (Proceeds $(19,731,425)) | | | | | | | (21,427,436 | ) |
EXCHANGE TRADED FUNDS—(1.0%) | | | | | | | | |
iShares 20+ Year Treasury Bond ETF | | | (5,198 | ) | | | (843,063 | ) |
TOTAL EXCHANGE TRADED FUNDS (Proceeds $(883,675)) | | | | | | | (843,063 | ) |
TOTAL SECURITIES SOLD SHORT—(26.7%) (Proceeds $(20,615,100)) | | | | | | | (22,270,499 | ) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
OPTIONS WRITTEN ††—(0.8%) | | | | | | | | | |
Call Options Written—(0.8%) | | | | | | | | | |
Blink Charging Co. | | | | | | | | | | | | |
Expiration: 09/18/2020, Exercise Price: 10.00 | | | (307 | ) | | | (215,821 | ) | | $ | (10,745 | ) |
Carvana Co. | | | | | | | | | | | | |
Expiration: 11/20/2020, Exercise Price: 220.00 | | | (72 | ) | | | (1,554,912 | ) | | | (201,240 | ) |
JOYY, Inc. | | | | | | | | | | | | |
Expiration: 11/20/2020, Exercise Price: 100.00 | | | (55 | ) | | | (469,920 | ) | | | (27,500 | ) |
Medtronic PLC | | | | | | | | | | | | |
Expiration: 02/19/2021, Exercise Price: 110.00 | | | (61 | ) | | | (655,567 | ) | | | (39,650 | ) |
TESLA, Inc. | | | | | | | | | | | | |
Expiration: 11/20/2020, Exercise Price: 460.00 | | | (30 | ) | | | (1,494,960 | ) | | | (317,550 | ) |
UnitedHealth Group, Inc. | | | | | | | | | | | | |
Expiration: 01/15/2021, Exercise Price: 330.00 | | | (25 | ) | | | (781,375 | ) | | | (43,625 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(494,128)) | | | | | | | | (640,310 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(494,128)) | | | | | | | | (640,310 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—18.3% | | | | 15,273,344 | |
NET ASSETS—100.0% | | | | | $ | 83,264,067 | |
ADR | — | American Depositary Receipt |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
* | — | Non-income producing. |
(a) | — | All or a portion of the security is on loan. At August 31, 2020, the market value of securities on loan was $7,439,943. |
(b) | — | Seven-day yield as of August 31, 2020. |
† | — | Security position is either entirely or partially held in a segregated account as collateral for securities sold short. |
# | — | Security segregated as collateral for options written. |
†† | — | Primary risk exposure is equity contracts. |
‡ | — | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by or under the direction of The RBB Fund, Inc.’s Board of Directors. as of August 31, 2020, these securities amounted to $(82) or 0.0% of net assets. |
| | |
| Industry classifications may be different than those used for compliance monitoring purposes |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 47
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (concluded) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Common Stock | | | | | | | | | | | | | | | | | | | | |
Communication Services | | $ | 4,672,371 | | | $ | 4,672,371 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 7,093,894 | | | | 7,093,894 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 1,624,853 | | | | 1,624,853 | | | | — | | | | — | | | | — | |
Energy | | | 4,174,029 | | | | 4,174,029 | | | | — | | | | — | | | | — | |
Financials | | | 12,739,551 | | | | 12,739,551 | | | | — | | | | — | | | | — | |
Health Care | | | 14,235,778 | | | | 14,235,778 | | | | — | | | | — | | | | — | |
Industrials | | | 10,498,025 | | | | 10,498,025 | | | | — | | | | — | | | | — | |
Information Technology | | | 16,072,287 | | | | 16,072,287 | | | | — | | | | — | | | | — | |
Materials | | | 3,717,537 | | | | 3,717,537 | | | | — | | | | — | | | | — | |
Real Estate | | | 3,204,386 | | | | 3,204,386 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 7,775,760 | | | | — | | | | — | | | | — | | | | 7,775,760 | |
Short-Term Investments | | | 5,093,061 | | | | 5,093,061 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 90,901,532 | | | $ | 83,125,772 | | | $ | — | | | $ | — | | | $ | 7,775,760 | |
| | | | | | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Securities Sold Short | | | | | | | | | | | | | | | | | | | | |
Communication Services | | $ | (2,102,788 | ) | | $ | (2,102,788 | ) | | $ | — | | | $ | — | ** | | $ | — | |
Consumer Discretionary | | | (2,698,287 | ) | | | (2,698,287 | ) | | | — | | | | — | ** | | | — | |
Consumer Staples | | | (657,813 | ) | | | (657,813 | ) | | | — | | | | — | ** | | | — | |
Energy | | | (150,954 | ) | | | (150,935 | ) | | | (19 | ) | | | — | | | | — | |
Financials | | | (371,027 | ) | | | (371,027 | ) | | | — | | | | — | | | | — | |
Health Care | | | (3,921,306 | ) | | | (3,921,305 | ) | | | — | | | | (1 | ) | | | — | |
Industrials | | | (2,140,195 | ) | | | (2,140,175 | ) | | | — | | | | (20 | ) | | | — | |
Information Technology | | | (8,204,642 | ) | | | (8,204,581 | ) | | | — | | | | (61 | ) | | | — | |
Materials | | | (1,800 | ) | | | (1,800 | ) | | | — | | | | — | | | | — | |
Real Estate | | | (1,000,825 | ) | | | (1,000,825 | ) | | | — | | | | — | | | | — | |
Utilities | | | (177,799 | ) | | | (177,799 | ) | | | — | | | | — | | | | — | |
Exchange Traded Funds | | | (843,063 | ) | | | (843,063 | ) | | | — | | | | — | | | | — | |
Options Written | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | (640,310 | ) | | | (640,310 | ) | | | — | | | | — | | | | — | |
Total Liabilities | | $ | (22,910,809 | ) | | $ | (22,910,708 | ) | | $ | (19 | ) | | $ | (82 | ) | | $ | — | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy to the amounts presented in the Portfolio of Investments |
** | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
48 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—99.7% | | | | | | | | |
COMMON STOCKS—99.7% | | | | | | | | |
Communication Services—11.4% | | | | | | | | |
Alphabet, Inc., Class A*† | | | 22,304 | | | $ | 36,345,037 | |
Alphabet, Inc., Class C* | | | 10,701 | | | | 17,487,360 | |
Altice USA, Inc., Class A*† | | | 264,599 | | | | 7,297,640 | |
Comcast Corp., Class A† | | | 71,891 | | | | 3,221,436 | |
Electronic Arts, Inc.* | | | 40,450 | | | | 5,641,562 | |
Facebook, Inc., Class A* | | | 82,644 | | | | 24,231,221 | |
Live Nation Entertainment, Inc.* | | | 83,873 | | | | 4,763,986 | |
Momo, Inc. - SP ADR | | | 164,642 | | | | 3,358,697 | |
NetEase, Inc. - ADR | | | 9,535 | | | | 4,645,547 | |
Nexstar Media Group, Inc., Class A | | | 69,139 | | | | 6,638,035 | |
T-Mobile US, Inc.* | | | 78,945 | | | | 9,211,303 | |
Yelp, Inc.*† | | | 153,240 | | | | 3,542,909 | |
| | | | | | | 126,384,733 | |
Consumer Discretionary—10.1% | | | | | | | | |
AutoNation, Inc.* | | | 55,246 | | | | 3,141,288 | |
AutoZone, Inc.* | | | 8,689 | | | | 10,394,738 | |
Booking Holdings, Inc.* | | | 1,311 | | | | 2,504,600 | |
Bright Horizons Family Solutions, Inc.* | | | 37,994 | | | | 5,053,582 | |
eBay, Inc.† | | | 77,872 | | | | 4,265,828 | |
Flutter Entertainment PLC* | | | 50,960 | | | | 8,373,505 | |
Foot Locker, Inc. | | | 126,404 | | | | 3,833,833 | |
Gentex Corp.† | | | 117,838 | | | | 3,187,518 | |
GVC Holdings PLC | | | 539,798 | | | | 5,707,185 | |
Harley-Davidson, Inc. | | | 325,906 | | | | 9,030,855 | |
Las Vegas Sands Corp.* | | | 161,813 | | | | 8,205,537 | |
LKQ Corp.* | | | 199,215 | | | | 6,323,084 | |
Mohawk Industries, Inc.* | | | 49,439 | | | | 4,564,703 | |
PVH Corp.* | | | 62,176 | | | | 3,466,934 | |
Ralph Lauren Corp.* | | | 41,433 | | | | 2,851,833 | |
Tapestry, Inc.* | | | 258,087 | | | | 3,801,621 | |
Token Corp. | | | 101,700 | | | | 6,616,120 | |
TS Tech Co., Ltd. | | | 82,100 | | | | 2,401,585 | |
Whirlpool Corp. | | | 18,329 | | | | 3,257,430 | |
Williams-Sonoma, Inc. | | | 36,410 | | | | 3,195,342 | |
Wyndham Destinations, Inc. | | | 96,169 | | | | 2,787,939 | |
Wyndham Hotels & Resorts, Inc. | | | 101,802 | | | | 5,330,353 | |
Wynn Macau Ltd. | | | 1,670,800 | | | | 3,136,253 | |
| | | | | | | 111,431,666 | |
Consumer Staples—6.9% | | | | | | | | |
British American Tobacco PLC - SP ADR | | | 232,818 | | | | 7,862,264 | |
Coca-Cola European Partners PLC† | | | 337,454 | | | | 13,889,607 | |
Kimberly-Clark Corp. | | | 38,617 | | | | 6,092,218 | |
Koninklijke Ahold Delhaize NV | | | 193,574 | | | | 5,823,810 | |
Mondelez International, Inc.,Class A | | | 103,775 | | | | 6,062,536 | |
Nomad Foods Ltd.* | | | 478,890 | | | | 11,809,427 | |
PepsiCo, Inc. | | | 24,532 | | | | 3,435,952 | |
Philip Morris International, Inc.† | | | 150,703 | | | | 12,024,592 | |
Procter & Gamble Co., (The) | | | 64,837 | | | | 8,968,902 | |
| | | | | | | 75,969,308 | |
Energy—6.6% | | | | | | | | |
BP PLC - SP ADR | | | 384,143 | | | | 8,040,113 | |
Canadian Natural Resources Ltd. | | | 201,086 | | | | 3,955,362 | |
ChampionX Corp.*† | | | 507,683 | | | | 5,198,674 | |
ConocoPhillips† | | | 252,525 | | | | 9,568,172 | |
Diamondback Energy, Inc. | | | 91,891 | | | | 3,580,073 | |
| | NUMBER OF SHARES | | | VALUE | |
Energy—(continued) | | | | | | | | |
Marathon Petroleum Corp.† | | | 194,986 | | | $ | 6,914,204 | |
Parsley Energy, Inc., Class A | | | 568,140 | | | | 6,107,505 | |
Petroleo Brasileiro SA - SP ADR | | | 809,249 | | | | 6,611,564 | |
Phillips 66 | | | 94,306 | | | | 5,514,072 | |
Royal Dutch Shell PLC, Class A | | | 438,803 | | | | 6,459,054 | |
Royal Dutch Shell PLC, Class A - SP ADR | | | 322,564 | | | | 9,573,699 | |
World Fuel Services Corp. | | | 77,370 | | | | 2,042,568 | |
| | | | | | | 73,565,060 | |
Financials—16.4% | | | | | | | | |
Allstate Corp., (The)† | | | 31,182 | | | | 2,899,926 | |
American Express Co. | | | 19,325 | | | | 1,963,227 | |
American International Group, Inc.† | | | 339,673 | | | | 9,898,071 | |
Ameriprise Financial, Inc. | | | 76,787 | | | | 12,040,202 | |
AXA SA | | | 149,565 | | | | 3,051,724 | |
Bank of America Corp.† | | | 464,475 | | | | 11,955,587 | |
Bank of New York Mellon Corp., (The)† | | | 269,490 | | | | 9,965,740 | |
Barclays PLC | | | 1,380,794 | | | | 2,021,672 | |
Berkshire Hathaway, Inc., Class B*† | | | 42,585 | | | | 9,285,234 | |
BNP Paribas SA | | | 73,410 | | | | 3,198,332 | |
Citigroup, Inc.† | | | 183,574 | | | | 9,384,303 | |
DBS Group Holdings Ltd. | | | 138,300 | | | | 2,119,443 | |
Discover Financial Services† | | | 60,874 | | | | 3,231,192 | |
DNB ASA | | | 117,823 | | | | 1,887,423 | |
Everest Re Group Ltd. | | | 18,062 | | | | 3,975,085 | |
Fifth Third Bancorp† | | | 391,589 | | | | 8,090,229 | |
Goldman Sachs Group, Inc., (The)† | | | 16,593 | | | | 3,399,408 | |
Hana Financial Group, Inc. | | | 101,840 | | | | 2,410,270 | |
Huntington Bancshares, Inc.† | | | 849,231 | | | | 7,991,264 | |
ING Groep NV | | | 480,097 | | | | 3,918,571 | |
JPMorgan Chase & Co.† | | | 115,457 | | | | 11,567,637 | |
KBC Group NV | | | 34,370 | | | | 1,962,993 | |
KeyCorp† | | | 522,266 | | | | 6,434,317 | |
Moody’s Corp. | | | 20,326 | | | | 5,988,853 | |
Navient Corp.† | | | 107,370 | | | | 975,993 | |
Nordea Bank Abp | | | 275,459 | | | | 2,220,728 | |
Regions Financial Corp. | | | 173,736 | | | | 2,008,388 | |
Reinsurance Group of America, Inc. | | | 36,346 | | | | 3,332,201 | |
S&P Global, Inc. | | | 17,183 | | | | 6,296,195 | |
SLM Corp.† | | | 383,208 | | | | 2,927,709 | |
Sumitomo Mitsui Financial Group, Inc. | | | 83,400 | | | | 2,452,392 | |
TD Ameritrade Holding Corp. | | | 67,540 | | | | 2,592,185 | |
Truist Financial Corp.† | | | 292,256 | | | | 11,342,455 | |
UBS Group AG | | | 269,139 | | | | 3,270,039 | |
United Overseas Bank Ltd. | | | 175,800 | | | | 2,520,761 | |
Wells Fargo & Co.† | | | 137,753 | | | | 3,326,735 | |
| | | | | | | 181,906,484 | |
Health Care—11.1% | | | | | | | | |
Abbott Laboratories† | | | 62,480 | | | | 6,839,686 | |
AbbVie, Inc.† | | | 118,881 | | | | 11,385,233 | |
AmerisourceBergen Corp. | | | 1,300 | | | | 126,139 | |
Anthem, Inc.† | | | 20,377 | | | | 5,736,533 | |
AstraZeneca PLC | | | 35,199 | | | | 3,907,114 | |
Avantor, Inc.*† | | | 325,988 | | | | 7,357,549 | |
Biogen, Inc.* | | | 9,757 | | | | 2,806,504 | |
Boston Scientific Corp.*† | | | 62,990 | | | | 2,583,850 | |
Centene Corp.* | | | 76,587 | | | | 4,696,315 | |
Change Healthcare, Inc.*† | | | 422,318 | | | | 5,975,800 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 49
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Health Care—(continued) | | | | | | | | |
Cigna Corp.† | | | 38,887 | | | $ | 6,897,387 | |
CVS Health Corp.† | | | 72,711 | | | | 4,516,807 | |
Envista Holdings Corp.* | | | 54,945 | | | | 1,318,131 | |
HCA Healthcare, Inc.* | | | 40,730 | | | | 5,527,876 | |
Humana, Inc. | | | 10,566 | | | | 4,386,686 | |
ICON PLC* | | | 2,457 | | | | 458,009 | |
IQVIA Holdings, Inc.* | | | 9,413 | | | | 1,541,379 | |
Jazz Pharmaceuticals PLC* | | | 7,918 | | | | 1,064,100 | |
Johnson & Johnson† | | | 38,771 | | | | 5,947,859 | |
Medtronic PLC | | | 46,509 | | | | 4,998,322 | |
Merck & Co., Inc.† | | | 62,695 | | | | 5,346,003 | |
Molina Healthcare, Inc.* | | | 4,226 | | | | 781,683 | |
Novartis AG - SP ADR | | | 40,141 | | | | 3,454,534 | |
Novo Nordisk A/S, Class B | | | 55,744 | | | | 3,685,425 | |
Pfizer, Inc.† | | | 24,709 | | | | 933,753 | |
PPD, Inc.* | | | 110,527 | | | | 3,795,497 | |
Sanofi | | | 6,560 | | | | 664,452 | |
Stryker Corp. | | | 18,670 | | | | 3,699,647 | |
Syneos Health, Inc.* | | | 20,180 | | | | 1,273,358 | |
UnitedHealth Group, Inc. | | | 33,104 | | | | 10,346,655 | |
Zimmer Biomet Holdings, Inc. | | | 9,818 | | | | 1,383,160 | |
| | | | | | | 123,435,446 | |
Industrials—14.9% | | | | | | | | |
Alaska Air Group, Inc.* | | | 122,060 | | | | 4,754,237 | |
Altra Industrial Motion Corp. | | | 129,138 | | | | 5,042,839 | |
AMETEK, Inc.† | | | 77,830 | | | | 7,837,481 | |
ASGN, Inc.* | | | 124,119 | | | | 8,908,021 | |
Brenntag AG | | | 80,016 | | | | 5,013,501 | |
Caterpillar, Inc. | | | 27,511 | | | | 3,915,090 | |
CH Robinson Worldwide, Inc. | | | 38,825 | | | | 3,816,498 | |
Deere & Co. | | | 32,371 | | | | 6,799,852 | |
Dover Corp. | | | 38,203 | | | | 4,196,218 | |
Eaton Corp., PLC† | | | 60,172 | | | | 6,143,561 | |
Expeditors International of Washington, Inc. | | | 77,461 | | | | 6,846,778 | |
FTI Consulting, Inc.* | | | 73,722 | | | | 8,460,337 | |
HD Supply Holdings, Inc.* | | | 45,081 | | | | 1,787,912 | |
Hexcel Corp.* | | | 114,767 | | | | 4,520,672 | |
Honeywell International, Inc. | | | 28,969 | | | | 4,795,818 | |
Howden Joinery Group PLC | | | 407,201 | | | | 3,041,863 | |
Howmet Aerospace, Inc.* | | | 251,166 | | | | 4,400,428 | |
Hubbell, Inc. | | | 21,992 | | | | 3,187,081 | |
Huntington Ingalls Industries, Inc. | | | 15,367 | | | | 2,328,408 | |
Huron Consulting Group, Inc.* | | | 122,793 | | | | 5,326,760 | |
ITT, Inc. | | | 60,920 | | | | 3,826,385 | |
Kansas City Southern | | | 38,696 | | | | 7,044,220 | |
MasTec, Inc.* | | | 99,549 | | | | 4,600,159 | |
Norfolk Southern Corp. | | | 32,385 | | | | 6,882,784 | |
Oshkosh Corp. | | | 53,637 | | | | 4,130,585 | |
Owens Corning† | | | 108,597 | | | | 7,345,501 | |
Parker-Hannifin Corp.† | | | 15,302 | | | | 3,152,365 | |
Robert Half International, Inc.† | | | 106,812 | | | | 5,682,398 | |
Teleperformance | | | 9,507 | | | | 2,931,639 | |
Textron, Inc. | | | 108,818 | | | | 4,290,694 | |
Union Pacific Corp. | | | 47,575 | | | | 9,155,333 | |
WESCO International, Inc.* | | | 101,936 | | | | 4,775,702 | |
| | | | | | | 164,941,120 | |
| | NUMBER OF SHARES | | | VALUE | |
Information Technology—14.3% | | | | | | | | |
Amdocs Ltd.† | | | 123,093 | | | $ | 7,536,984 | |
Applied Materials, Inc. | | | 150,837 | | | | 9,291,559 | |
Arrow Electronics, Inc.*† | | | 87,104 | | | | 6,842,890 | |
Broadcom, Inc. | | | 14,668 | | | | 5,091,996 | |
Capgemini SA | | | 41,668 | | | | 5,780,100 | |
Cisco Systems, Inc.† | | | 159,937 | | | | 6,752,540 | |
Flex Ltd.*† | | | 565,776 | | | | 6,144,327 | |
HP, Inc.† | | | 359,603 | | | | 7,030,239 | |
InterDigital Inc. | | | 54,557 | | | | 3,336,161 | |
Jabil, Inc.† | | | 170,642 | | | | 5,827,424 | |
KLA-Tencor Corp. | | | 16,541 | | | | 3,393,221 | |
Leidos Holdings, Inc.† | | | 68,454 | | | | 6,194,403 | |
Micron Technology, Inc.* | | | 126,961 | | | | 5,777,995 | |
Microsoft Corp.† | | | 74,223 | | | | 16,739,513 | |
ON Semiconductor Corp.*† | | | 197,783 | | | | 4,226,623 | |
Oracle Corp.† | | | 130,028 | | | | 7,440,202 | |
Qorvo, Inc.* | | | 46,618 | | | | 5,979,691 | |
Rackspace Technology, Inc.* | | | 186,933 | | | | 3,991,020 | |
Samsung Electronics Co., Ltd. | | | 310,015 | | | | 14,076,587 | |
Science Applications International Corp. | | | 111,960 | | | | 9,344,182 | |
SS&C Technologies Holdings, Inc. | | | 118,008 | | | | 7,519,470 | |
SYNNEX Corp. | | | 41,208 | | | | 5,239,597 | |
Western Digital Corp.* | | | 115,574 | | | | 4,440,353 | |
Xerox Holdings Corp. | | | 1,323 | | | | 24,952 | |
| | | | | | | 158,022,029 | |
Materials—7.2% | | | | | | | | |
Avery Dennison Corp. | | | 26,571 | | | | 3,066,028 | |
Corteva, Inc.† | | | 106,154 | | | | 3,030,697 | |
DuPont de Nemours, Inc. | | | 206,980 | | | | 11,541,205 | |
Eagle Materials, Inc.* | | | 84,911 | | | | 6,943,172 | |
FMC Corp. | | | 98,337 | | | | 10,508,292 | |
Graphic Packaging Holding Co.† | | | 233,540 | | | | 3,264,889 | |
Ingevity Corp.* | | | 54,865 | | | | 3,081,767 | |
Kinross Gold Corp.* | | | 556,834 | | | | 4,943,564 | |
Linde PLC | | | 16,722 | | | | 4,176,152 | |
Mosaic Co., (The)† | | | 605,867 | | | | 11,044,955 | |
Newmont Corp. | | | 78,124 | | | | 5,256,183 | |
PPG Industries, Inc. | | | 37,999 | | | | 4,575,079 | |
Valvoline, Inc. | | | 149,870 | | | | 3,057,348 | |
Yamana Gold, Inc. | | | 795,404 | | | | 4,931,505 | |
| | | | | | | 79,420,836 | |
Utilities—0.8% | | | | | | | | |
CenterPoint Energy, Inc. | | | 133,070 | | | | 2,670,715 | |
FirstEnergy Corp. | | | 48,052 | | | | 1,373,807 | |
Vistra Energy Corp. | | | 229,954 | | | | 4,422,015 | |
| | | | | | | 8,466,537 | |
TOTAL COMMON STOCKS (Cost $861,644,018) | | | | | | | 1,103,543,219 | |
WARRANTS—0.0% | | | | | | | | |
Energy—0.0% | | | | | | | | |
Vista Oil & Gas SAB de CV * | | | 1,204,819 | | | | 28,081 | |
TOTAL WARRANTS (Cost $0) | | | | | | | 28,081 | |
TOTAL LONG POSITIONS—99.7% (Cost $861,531,160) | | | | | | | 1,103,571,300 | |
The accompanying notes are an integral part of the financial statements.
50 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
SECURITIES SOLD SHORT—(48.0%) | | | | | | | | |
COMMON STOCKS—(48.0%) | | | | | | | | |
Communication Services—(2.9%) | | | | | | | | |
Lions Gate Entertainment Corp., Class A* | | | (548,067 | ) | | $ | (5,338,173 | ) |
Meredith Corp.* | | | (411,403 | ) | | | (5,759,642 | ) |
Pearson PLC | | | (944,021 | ) | | | (6,955,563 | ) |
Sinclair Broadcast Group, Inc., Class A | | | (159,382 | ) | | | (3,316,739 | ) |
Twitter, Inc.* | | | (87,502 | ) | | | (3,550,831 | ) |
ViacomCBS, Inc., Class B | | | (161,224 | ) | | | (4,490,088 | ) |
Zillow Group, Inc., Class C* | | | (35,275 | ) | | | (3,025,184 | ) |
| | | | | | | (32,436,220 | ) |
Consumer Discretionary—(7.3%) | | | | | | | | |
CarMax, Inc.* | | | (59,650 | ) | | | (6,378,374 | ) |
Carvana Co.* | | | (32,019 | ) | | | (6,914,823 | ) |
Choice Hotels International, Inc.* | | | (33,650 | ) | | | (3,341,109 | ) |
Floor & Decor Holdings, Inc., Class A* | | | (52,667 | ) | | | (3,857,331 | ) |
LGI Homes, Inc.* | | | (48,305 | ) | | | (5,403,397 | ) |
Mattel, Inc.* | | | (432,617 | ) | | | (4,648,470 | ) |
Monro Muffler Brake, Inc. | | | (112,050 | ) | | | (5,164,385 | ) |
Papa John’s International, Inc. | | | (39,356 | ) | | | (3,868,301 | ) |
RH* | | | (10,580 | ) | | | (3,497,219 | ) |
Scientific Games Corp.* | | | (198,475 | ) | | | (4,105,455 | ) |
Service Corp International | | | (56,642 | ) | | | (2,585,707 | ) |
Stitch Fix, Inc., Class A* | | | (100,224 | ) | | | (2,420,410 | ) |
Tesla Motors, Inc.* | | | (10,725 | ) | | | (5,344,482 | ) |
Texas Roadhouse, Inc.* | | | (86,582 | ) | | | (5,453,800 | ) |
Thor Industries, Inc. | | | (15,969 | ) | | | (1,507,953 | ) |
Vail Resorts, Inc. | | | (11,187 | ) | | | (2,435,074 | ) |
Wayfair, Inc., Class A* | | | (16,603 | ) | | | (4,923,786 | ) |
Whitbread PLC | | | (85,328 | ) | | | (2,877,704 | ) |
Xinyi Glass Holdings Ltd. | | | (3,122,000 | ) | | | (5,391,360 | ) |
| | | | | | | (80,119,140 | ) |
Consumer Staples—(3.4%) | | | | | | | | |
BJ’s Wholesale Club Holdings, Inc.* | | | (73,962 | ) | | | (3,284,652 | ) |
Cal-Maine Foods, Inc.* | | | (63,031 | ) | | | (2,432,366 | ) |
Casey’s General Stores, Inc. | | | (18,938 | ) | | | (3,368,123 | ) |
Hormel Foods Corp. | | | (55,508 | ) | | | (2,829,798 | ) |
Japan Tobacco, Inc. | | | (235,100 | ) | | | (4,395,640 | ) |
Kose Corp. | | | (41,500 | ) | | | (4,869,941 | ) |
Kraft Heinz Co., (The) | | | (82,511 | ) | | | (2,891,185 | ) |
Lamb Weston Holdings, Inc. | | | (68,636 | ) | | | (4,313,773 | ) |
McCormick & Co., Inc. | | | (15,389 | ) | | | (3,173,212 | ) |
National Beverage Corp.* | | | (60,659 | ) | | | (4,932,790 | ) |
Rite Aid Corp.* | | | (84,357 | ) | | | (1,098,328 | ) |
| | | | | | | (37,589,808 | ) |
Energy—(2.0%) | | | | | | | | |
ChampionX Corp.* | | | 0 | | | | (3 | ) |
EQT Corp.* | | | (297,126 | ) | | | (4,715,390 | ) |
Equinor ASA - SP ADR | | | (163,844 | ) | | | (2,629,696 | ) |
Equinor ASA | | | (225,730 | ) | | | (3,652,698 | ) |
Hess Corp. | | | (42,010 | ) | | | (1,934,140 | ) |
Murphy Oil Corp. | | | (229,727 | ) | | | (3,156,449 | ) |
National Oilwell Varco, Inc.* | | | (335,970 | ) | | | (4,031,640 | ) |
Oil Search Ltd. | | | (719,306 | ) | | | (1,734,162 | ) |
| | | | | | | (21,854,178 | ) |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(8.7%) | | | | | | | | |
Bank of Hawaii Corp. | | | (92,183 | ) | | $ | (5,073,752 | ) |
BOK Financial Corp. | | | (77,627 | ) | | | (4,357,980 | ) |
Commonwealth Bank of Australia | | | (86,214 | ) | | | (4,333,316 | ) |
Community Bank System, Inc. | | | (91,603 | ) | | | (5,511,753 | ) |
Credit Acceptance Corp.* | | | (11,083 | ) | | | (4,286,904 | ) |
Credit Suisse Group AG | | | (411,744 | ) | | | (4,530,560 | ) |
Cullen/Frost Bankers, Inc. | | | (70,160 | ) | | | (4,873,314 | ) |
CVB Financial Corp. | | | (273,735 | ) | | | (4,984,714 | ) |
Deutsche Bank AG | | | (506,552 | ) | | | (4,857,058 | ) |
First Financial Bankshares, Inc. | | | (183,890 | ) | | | (5,567,270 | ) |
Franklin Resources, Inc. | | | (211,430 | ) | | | (4,452,716 | ) |
Glacier Bancorp, Inc. | | | (130,241 | ) | | | (4,569,505 | ) |
Hamilton Lane, Inc., Class A | | | (60,403 | ) | | | (4,416,063 | ) |
Hang Seng Bank Ltd. | | | (289,300 | ) | | | (4,547,079 | ) |
Independent Bank Corp. | | | (80,588 | ) | | | (5,064,956 | ) |
M&T Bank Corp. | | | (38,427 | ) | | | (3,967,972 | ) |
RLI Corp. | | | (46,820 | ) | | | (4,391,248 | ) |
Trustmark Corp. | | | (195,021 | ) | | | (4,579,093 | ) |
United Bankshares, Inc. | | | (114,203 | ) | | | (2,985,266 | ) |
Westamerica Bancorporation | | | (82,671 | ) | | | (5,031,357 | ) |
WisdomTree Investments, Inc. | | | (1,110,133 | ) | | | (4,151,897 | ) |
| | | | | | | (96,533,773 | ) |
Health Care—(2.3%) | | | | | | | | |
ABIOMED, Inc.* | | | (4,770 | ) | | | (1,467,347 | ) |
Acadia Healthcare Co., Inc.* | | | (63,959 | ) | | | (1,976,973 | ) |
Allogene Therapeutics, Inc.* | | | (61,355 | ) | | | (2,187,306 | ) |
Glaukos Corp.* | | | (57,993 | ) | | | (2,773,805 | ) |
Inovalon Holdings, Inc., Class A* | | | (184,429 | ) | | | (4,563,696 | ) |
Inspire Medical Systems, Inc.* | | | (3,650 | ) | | | (435,993 | ) |
LivaNova Plc* | | | (48,137 | ) | | | (2,257,625 | ) |
Medpace Holdings, Inc.* | | | (2,436 | ) | | | (316,169 | ) |
Moderna, Inc.* | | | (35,509 | ) | | | (2,304,179 | ) |
Royalty Pharma PLC, Class A* | | | (51,235 | ) | | | (2,120,104 | ) |
SmileDirectClub, Inc.* | | | (168,214 | ) | | | (1,365,898 | ) |
Tabula Rasa HealthCare, Inc.* | | | (50,754 | ) | | | (2,568,152 | ) |
Teva Pharmaceutical Industries Ltd. - SP ADR* | | | (135,490 | ) | | | (1,337,286 | ) |
| | | | | | | (25,674,533 | ) |
Industrials—(6.8%) | | | | | | | | |
AO Smith Corp. | | | (50,669 | ) | | | (2,481,261 | ) |
BrightView Holdings, Inc.* | | | (469,822 | ) | | | (5,769,414 | ) |
Cubic Corp. | | | (136,667 | ) | | | (6,434,282 | ) |
Fraport AG Frankfurt Airport Services Worldwide | | | (57,356 | ) | | | (2,616,259 | ) |
Healthcare Services Group, Inc. | | | (93,324 | ) | | | (1,941,139 | ) |
Kawasaki Heavy Industries Ltd. | | | (291,800 | ) | | | (4,123,834 | ) |
Keio Corp. | | | (63,800 | ) | | | (3,858,367 | ) |
Kennametal, Inc. | | | (54,702 | ) | | | (1,587,452 | ) |
Komax Holding AG | | | (14,971 | ) | | | (2,528,225 | ) |
Lennox International, Inc. | | | (14,640 | ) | | | (4,104,031 | ) |
Lindsay Corp. | | | (13,750 | ) | | | (1,374,038 | ) |
NTN Corp. | | | (1,698,800 | ) | | | (3,264,916 | ) |
Odakyu Electric Railway Co., Ltd. | | | (135,200 | ) | | | (3,348,284 | ) |
Proto Labs, Inc.* | | | (49,989 | ) | | | (7,348,383 | ) |
Societe BIC SA | | | (67,251 | ) | | | (3,881,779 | ) |
Sotetsu Holdings, Inc. | | | (155,500 | ) | | | (4,238,717 | ) |
Spirit Airlines, Inc.* | | | (166,640 | ) | | | (2,979,523 | ) |
Stadler Rail AG | | | (52,763 | ) | | | (2,359,288 | ) |
TransDigm Group, Inc. | | | (4,757 | ) | | | (2,376,930 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 51
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—(continued) | | | | | | | | |
Trex Co., Inc.* | | | (26,588 | ) | | $ | (3,974,640 | ) |
Trinity Industries, Inc. | | | (154,471 | ) | | | (3,162,021 | ) |
Wartsila OYJ Abp | | | (189,638 | ) | | | (1,623,604 | ) |
| | | | | | | (75,376,387 | ) |
Information Technology—(6.8%) | | | | | | | | |
Altair Engineering, Inc., Class A* | | | (117,366 | ) | | | (4,931,719 | ) |
Appian Corp.* | | | (54,828 | ) | | | (3,357,667 | ) |
Blackline, Inc.* | | | (51,264 | ) | | | (4,478,936 | ) |
Brooks Automation, Inc. | | | (48,919 | ) | | | (2,525,688 | ) |
Ceridian HCM Holding, Inc.* | | | (42,215 | ) | | | (3,356,937 | ) |
Cognex Corp. | | | (84,391 | ) | | | (5,839,013 | ) |
Cree, Inc.* | | | (70,657 | ) | | | (4,458,457 | ) |
Crowdstrike Holdings, Inc., Class A* | | | (24,612 | ) | | | (3,094,467 | ) |
Fiserv, Inc.* | | | (51,878 | ) | | | (5,166,011 | ) |
Guidewire Software, Inc.* | | | (42,548 | ) | | | (4,778,566 | ) |
Jack Henry & Associates, Inc. | | | (26,629 | ) | | | (4,404,969 | ) |
MongoDB, Inc.* | | | (17,455 | ) | | | (4,080,979 | ) |
Plantronics, Inc.* | | | (167,806 | ) | | | (2,074,082 | ) |
Q2 Holdings, Inc.* | | | (51,226 | ) | | | (4,983,777 | ) |
Shopify, Inc., Class A* | | | (2,852 | ) | | | (3,041,430 | ) |
Slack Technologies, Inc., Class A* | | | (72,557 | ) | | | (2,382,772 | ) |
Western Union Co., (The) | | | (211,151 | ) | | | (4,981,052 | ) |
Workday, Inc., Class A* | | | (18,988 | ) | | | (4,551,613 | ) |
Zoom Video Communications, Inc., Class A* | | | (9,158 | ) | | | (2,977,266 | ) |
| | | | | | | (75,465,401 | ) |
Materials—(6.3%) | | | | | | | | |
Agnico Eagle Mines Ltd. | | | (63,603 | ) | | | (5,247,247 | ) |
Albemarle Corp. | | | (34,749 | ) | | | (3,162,506 | ) |
Amcor PLC | | | (555,681 | ) | | | (6,145,832 | ) |
Antofagasta PLC | | | (329,101 | ) | | | (4,718,453 | ) |
BillerudKorsnas AB | | | (228,486 | ) | | | (3,850,102 | ) |
Cleveland-Cliffs, Inc.* | | | (490,934 | ) | | | (3,230,346 | ) |
Compass Minerals International, Inc. | | | (34,863 | ) | | | (1,984,751 | ) |
Ecolab, Inc. | | | (25,558 | ) | | | (5,036,971 | ) |
Ferro Corp.* | | | (239,001 | ) | | | (2,980,342 | ) |
Greif, Inc., Class A | | | (58,003 | ) | | | (2,137,411 | ) |
International Flavors & Fragrances, Inc. | | | (54,293 | ) | | | (6,720,930 | ) |
Mitsubishi Chemical Holdings Corp. | | | (873,000 | ) | | | (5,098,037 | ) |
Nippon Paper Industries Co., Ltd. | | | (227,300 | ) | | | (2,892,808 | ) |
Quaker Chemical Corp. | | | (29,224 | ) | | | (5,552,560 | ) |
Umicore SA | | | (81,436 | ) | | | (3,737,897 | ) |
United States Steel Corp. | | | (505,837 | ) | | | (3,960,704 | ) |
Wacker Chemie AG | | | (33,968 | ) | | | (3,327,165 | ) |
| | | | | | | (69,784,062 | ) |
| | NUMBER OF SHARES | | | VALUE | |
Real Estate—(1.5%) | | | | | | | | |
Iron Mountain, Inc. | | | (147,665 | ) | | $ | (4,443,240 | ) |
Public Storage | | | (28,089 | ) | | | (5,966,103 | ) |
Sun Communities, Inc. | | | (40,508 | ) | | | (6,038,933 | ) |
| | | | | | | (16,448,276 | ) |
TOTAL COMMON STOCKS (Proceeds $(498,776,463)) | | | | | | | (531,281,778 | ) |
TOTAL SECURITIES SOLD SHORT—(48.0%) (Proceeds $(498,776,463)) | | | | | | | (531,281,778 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—48.3% | | | | | | | 535,109,559 | |
NET ASSETS—100.0% | | | | | | $ | 1,107,399,081 | |
ADR | — | American Depositary Receipt |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
* | — | Non-income producing. |
(a) | — | The rate shown is as of August 31, 2020. |
† | — | Security position is either entirely or partially held in a segregated account as collateral for securities sold short. |
‡ | — | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by or under the direction of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2020, these securities amounted to $28,081 or 0.0% of net assets |
| | |
| | Industry classifications may be different than those used for compliance monitoring purposes |
The accompanying notes are an integral part of the financial statements.
52 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2020, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) |
Long | | | | | | | | | | | | | | | | | | |
United States | | | | | | | | | | | | | | | | | | |
International Game Technology | | Goldman Sachs | | 9/15/2020 | | 0.16% | | Monthly | | | 352,244 | | | $ | 3,920,476 | | | | $ | 259,993 | |
Total Long | | | | | | | | | | | | | | | 3,920,476 | | | | | 259,993 | |
Short | | | | | | | | | | | | | | | | | | | | | |
China | | | | | | | | | | | | | | | | | | | | | |
Semiconductor Manufacturing | | Goldman Sachs | | 12/31/2020 | | 0.04 | | Monthly | | | (631,100 | ) | | $ | (1,993,650 | ) | | | $ | 172,115 | |
Saudi Arabia | | | | | | | | | | | | | | | | | | | | | |
Saudi Arabian Oil Co. | | Goldman Sachs | | 9/15/2020 | | 0.08 | | Monthly | | | (536,984 | ) | | | (5,086,744 | ) | | | | (100,133 | ) |
South Korea | | | | | | | | | | | | | | | | | | | | | |
Celltrion Health | | Macquarie | | 9/15/2020 | | 0.08 | | Monthly | | | (26,058 | ) | | | (2,194,156 | ) | | | | 9,020 | |
Celltrion Inc. | | Goldman Sachs | | 9/15/2020 | | 0.08 | | Monthly | | | (6,831 | ) | | | (1,705,022 | ) | | | | 47,608 | |
Sillajen, Inc. | | Goldman Sachs | | 9/15/2020 | | 0.08 | | Monthly | | | (307,496 | ) | | | (3,132,167 | ) | | | | (10,028 | ) |
| | | | | | | | | | | | | | | | | | | | 46,600 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | |
Formosa Petrochemical Corp. | | Macquarie | | 9/15/2020 | | 0.08 | | Monthly | | | (1,034,000 | ) | | | (2,887,083 | ) | | | | 98,984 | |
Total Short | | | | | | | | | | | | | | | (16,998,822 | ) | | | | 217,566 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | $ | 477,559 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 53
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (concluded) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Communication Services | | $ | 126,384,733 | | | $ | 126,384,733 | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 111,431,666 | | | | 85,197,018 | | | | 26,234,648 | | | | — | |
Consumer Staples | | | 75,969,308 | | | | 70,145,498 | | | | 5,823,810 | | | | — | |
Energy | | | 73,565,060 | | | | 67,106,006 | | | | 6,459,054 | | | | — | |
Financials | | | 181,906,484 | | | | 154,142,175 | | | | 27,764,309 | | | | — | |
Health Care | | | 123,435,446 | | | | 115,178,455 | | | | 8,256,991 | | | | — | |
Industrials | | | 164,941,120 | | | | 153,954,117 | | | | 10,987,003 | | | | — | |
Information Technology | | | 158,022,029 | | | | 138,165,342 | | | | 19,856,687 | | | | — | |
Materials | | | 79,420,836 | | | | 79,420,836 | | | | — | | | | — | |
Utilities | | | 8,466,537 | | | | 8,466,537 | | | | — | | | | — | |
Warrants | | | 28,081 | | | | — | | | | — | | | | 28,081 | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 587,719 | | | | 259,993 | | | | 327,726 | | | | — | |
Total Assets | | $ | 1,104,159,019 | | | $ | 998,420,710 | | | $ | 105,710,228 | | | $ | 28,081 | |
| | | | | | | | | | | | | | | | |
| | | TOTAL | | | | LEVEL 1 | | | | LEVEL 2 | | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Communication Services | | $ | (32,436,220 | ) | | $ | (25,480,657 | ) | | $ | (6,955,563 | ) | | $ | — | |
Consumer Discretionary | | | (80,119,140 | ) | | | (71,850,076 | ) | | | (8,269,064 | ) | | | — | |
Consumer Staples | | | (37,589,808 | ) | | | (28,324,227 | ) | | | (9,265,581 | ) | | | — | |
Energy | | | (21,854,178 | ) | | | (16,467,318 | ) | | | (5,386,860 | ) | | | — | |
Financials | | | (96,533,773 | ) | | | (78,265,760 | ) | | | (18,268,013 | ) | | | — | |
Health Care | | | (25,674,533 | ) | | | (25,674,533 | ) | | | — | | | | — | |
Industrials | | | (75,376,387 | ) | | | (43,533,114 | ) | | | (31,843,273 | ) | | | — | |
Information Technology | | | (75,465,401 | ) | | | (75,465,401 | ) | | | — | | | | — | |
Materials | | | (69,784,062 | ) | | | (46,159,600 | ) | | | (23,624,462 | ) | | | — | |
Real Estate | | | (16,448,276 | ) | | | (16,448,276 | ) | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | (110,160 | ) | | | — | | | | (110,160 | ) | | | — | |
Total Liabilities | | $ | (531,391,938 | ) | | $ | (427,668,962 | ) | | $ | (103,722,976 | ) | | $ | — | |
The accompanying notes are an integral part of the financial statements.
54 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS ALL-CAP VALUE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—99.3% | | | | | | | | |
Communication Services—6.5% | | | | | | | | |
Activision Blizzard, Inc. | | | 86,648 | | | $ | 7,236,841 | |
Alphabet, Inc., Class A* | | | 7,778 | | | | 12,674,484 | |
Comcast Corp., Class A | | | 164,250 | | | | 7,360,042 | |
Electronic Arts, Inc.* | | | 27,997 | | | | 3,904,742 | |
Facebook, Inc., Class A* | | | 38,855 | | | | 11,392,286 | |
Fox Corp., Class A(a) | | | 137,089 | | | | 3,819,299 | |
Interpublic Group of Cos., Inc., (The) | | | 444,821 | | | | 7,900,021 | |
Momo, Inc. - SP ADR | | | 152,849 | | | | 3,118,120 | |
NetEase, Inc. - ADR | | | 17,608 | | | | 8,578,794 | |
Omnicom Group, Inc. | | | 58,677 | | | | 3,173,839 | |
T-Mobile US, Inc.* | | | 118,022 | | | | 13,770,807 | |
| | | | | | | 82,929,275 | |
Consumer Discretionary—9.4% | | | | | | | | |
AutoZone, Inc.* | | | 8,587 | | | | 10,272,714 | |
eBay, Inc.(a) | | | 181,813 | | | | 9,959,716 | |
Foot Locker, Inc.(a) | | | 282,397 | | | | 8,565,101 | |
Gentex Corp. | | | 90,025 | | | | 2,435,176 | |
Harley-Davidson, Inc.(a) | | | 141,439 | | | | 3,919,275 | |
International Game Technology PLC * | | | 428,541 | | | | 4,769,661 | |
Las Vegas Sands Corp. * | | | 67,100 | | | | 3,402,641 | |
Lear Corp. * | | | 46,783 | | | | 5,329,987 | |
LKQ Corp.* | | | 344,078 | | | | 10,921,036 | |
Lowe’s Cos., Inc. | | | 99,108 | | | | 16,322,097 | |
Magna International, Inc. | | | 62,858 | | | | 3,055,527 | |
Melco Resorts & Entertainment Ltd. - ADR* | | | 291,754 | | | | 5,695,038 | |
Mohawk Industries, Inc.* | | | 57,180 | | | | 5,279,429 | |
NVR, Inc.* | | | 2,091 | | | | 8,715,999 | |
Target Corp. | | | 51,552 | | | | 7,795,178 | |
Whirlpool Corp.(a) | | | 41,972 | | | | 7,459,264 | |
Wyndham Destinations, Inc. | | | 86,050 | | | | 2,494,590 | |
Wyndham Hotels & Resorts, Inc.(a) | | | 75,108 | | | | 3,932,655 | |
| | | | | | | 120,325,084 | |
Consumer Staples—2.0% | | | | | | | | |
Altria Group, Inc. | | | 114,441 | | | | 5,005,649 | |
Ambev SA - ADR* | | | 1,237,464 | | | | 2,784,294 | |
Coca-Cola European Partners PLC | | | 95,209 | | | | 3,918,802 | |
Nomad Foods Ltd.* | | | 283,360 | | | | 6,987,658 | |
Philip Morris International, Inc. | | | 85,725 | | | | 6,839,998 | |
| | | | | | | 25,536,401 | |
Energy—2.9% | | | | | | | | |
Canadian Natural Resources Ltd. | | | 234,734 | | | | 4,617,218 | |
ChampionX Corp.* | | | 128,162 | | | | 1,312,379 | |
Cimarex Energy Co. | | | 151,110 | | | | 4,197,836 | |
Diamondback Energy, Inc. | | | 137,828 | | | | 5,369,779 | |
EOG Resources, Inc. | | | 143,213 | | | | 6,493,277 | |
Marathon Oil Corp.*(a) | | | 734,403 | | | | 3,877,648 | |
Phillips 66 | | | 65,928 | | | | 3,854,810 | |
Schlumberger Ltd. | | | 200,124 | | | | 3,804,357 | |
World Fuel Services Corp. | | | 112,658 | | | | 2,974,171 | |
| | | | | | | 36,501,475 | |
Financials—21.8% | | | | | | | | |
Aflac, Inc. | | | 267,338 | | | | 9,709,716 | |
Alleghany Corp. | | | 20,822 | | | | 11,547,048 | |
Allstate Corp., (The)(a) | | | 147,917 | | | | 13,756,281 | |
Aon PLC, Class A | | | 37,927 | | | | 7,585,021 | |
Bank of America Corp. | | | 1,144,430 | | | | 29,457,628 | |
Charles Schwab Corp., (The)(a) | | | 161,003 | | | | 5,720,437 | |
Chubb Ltd. | | | 131,770 | | | | 16,471,250 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(continued) | | | | | | | | |
Citigroup, Inc. | | | 448,740 | | | $ | 22,939,589 | |
Discover Financial Services | | | 98,997 | | | | 5,254,761 | |
Fifth Third Bancorp | | | 425,941 | | | | 8,799,941 | |
Globe Life, Inc. | | | 83,125 | | | | 6,856,150 | |
Goldman Sachs Group, Inc., (The) | | | 62,555 | | | | 12,815,643 | |
Huntington Bancshares, Inc.(a) | | | 1,136,735 | | | | 10,696,676 | |
JPMorgan Chase & Co. | | | 231,644 | | | | 23,208,412 | |
Loews Corp. | | | 418,629 | | | | 15,012,036 | |
Markel Corp.* | | | 6,081 | | | | 6,609,013 | |
Renaissance Holdings Ltd. | | | 55,162 | | | | 10,135,466 | |
State Street Corp.(a) | | | 57,377 | | | | 3,906,800 | |
Synchrony Financial(a) | | | 218,236 | | | | 5,414,435 | |
TD Ameritrade Holding Corp. | | | 279,675 | | | | 10,733,927 | |
Travelers Cos., Inc., (The) | | | 114,534 | | | | 13,290,525 | |
Truist Financial Corp. | | | 411,304 | | | | 15,962,708 | |
White Mountains Insurance Group Ltd. | | | 13,506 | | | | 12,039,249 | |
| | | | | | | 277,922,712 | |
Health Care—24.5% | | | | | | | | |
Abbott Laboratories | | | 163,142 | | | | 17,859,155 | |
Alcon, Inc.*(a) | | | 61,172 | | | | 3,507,602 | |
AmerisourceBergen Corp. | | | 102,431 | | | | 9,938,880 | |
Anthem, Inc. | | | 55,338 | | | | 15,578,754 | |
Avantor, Inc.*(a) | | | 515,698 | | | | 11,639,304 | |
Biogen, Inc.* | | | 43,336 | | | | 12,465,167 | |
Centene Corp.* | | | 272,976 | | | | 16,738,888 | |
Change Healthcare, Inc.* | | | 326,011 | | | | 4,613,056 | |
Cigna Corp. | | | 40,735 | | | | 7,225,167 | |
GlaxoSmithKline PLC - SP ADR(a) | | | 163,881 | | | | 6,489,688 | |
Humana, Inc. | | | 23,739 | | | | 9,855,721 | |
Jazz Pharmaceuticals PLC* | | | 44,783 | | | | 6,018,387 | |
Johnson & Johnson | | | 166,649 | | | | 25,565,623 | |
Laboratory Corp. of America Holdings* | | | 38,026 | | | | 6,683,069 | |
McKesson Corp. | | | 108,613 | | | | 16,665,579 | |
Medtronic PLC | | | 235,156 | | | | 25,272,215 | |
Merck & Co., Inc. | | | 180,113 | | | | 15,358,235 | |
Molina Healthcare, Inc.* | | | 32,414 | | | | 5,995,618 | |
Novartis AG - SP ADR | | | 242,098 | | | | 20,834,954 | |
Pfizer, Inc. | | | 678,332 | | | | 25,634,166 | |
Roche Holding AG - SP ADR | | | 199,168 | | | | 8,703,642 | |
Stryker Corp. | | | 30,446 | | | | 6,033,179 | |
UnitedHealth Group, Inc. | | | 60,105 | | | | 18,785,818 | |
Zimmer Biomet Holdings, Inc. | | | 100,755 | | | | 14,194,364 | |
| | | | | | | 311,656,231 | |
Industrials—14.3% | | | | | | | | |
AIR LEASE Corp. | | | 223,319 | | | | 6,940,754 | |
Altra Industrial Motion Corp. | | | 86,995 | | | | 3,397,155 | |
AMETEK, Inc. | | | 76,141 | | | | 7,667,399 | |
ASGN, Inc.* | | | 2,486 | | | | 178,420 | |
Boeing Co., *(The) | | | 25,904 | | | | 4,450,825 | |
Caterpillar, Inc. | | | 50,052 | | | | 7,122,900 | |
CH Robinson Worldwide, Inc.(a) | | | 48,176 | | | | 4,735,701 | |
Cummins, Inc. | | | 34,467 | | | | 7,143,286 | |
Curtiss-Wright Corp. | | | 63,449 | | | | 6,492,102 | |
Deere & Co. | | | 40,892 | | | | 8,589,773 | |
Dover Corp. | | | 94,903 | | | | 10,424,146 | |
Eaton Corp., PLC | | | 131,446 | | | | 13,420,637 | |
EnerSys | | | 62,600 | | | | 4,505,948 | |
Expeditors International of Washington, Inc. | | | 94,454 | | | | 8,348,789 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 55
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS ALL-CAP VALUE FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—(continued) | | | | | | | | |
General Dynamics Corp. | | | 49,310 | | | $ | 7,364,448 | |
Honeywell International, Inc. | | | 26,088 | | | | 4,318,868 | |
Howmet Aerospace, Inc.* | | | 416,210 | | | | 7,291,999 | |
Huntington Ingalls Industries, Inc. | | | 21,959 | | | | 3,327,228 | |
Huron Consulting Group, Inc.* | | | 87,721 | | | | 3,805,337 | |
Landstar System, Inc. | | | 37,979 | | | | 5,054,625 | |
ManpowerGroup, Inc. | | | 44,239 | | | | 3,243,161 | |
Masco Corp. | | | 144,625 | | | | 8,431,637 | |
Oshkosh Corp. | | | 65,713 | | | | 5,060,558 | |
Owens Corning | | | 102,452 | | | | 6,929,853 | |
PACCAR, Inc. | | | 96,134 | | | | 8,252,143 | |
Robert Half International, Inc. | | | 79,029 | | | | 4,204,343 | |
Textron, Inc. | | | 173,423 | | | | 6,838,069 | |
United Parcel Service, Inc., Class B | | | 64,996 | | | | 10,634,646 | |
WESCO International, Inc.* | | | 73,215 | | | | 3,430,123 | |
| | | | | | | 181,604,873 | |
Information Technology—12.7% | | | | | | | | |
Amdocs Ltd. | | | 66,987 | | | | 4,101,614 | |
Analog Devices, Inc.(a) | | | 37,324 | | | | 4,362,429 | |
Arrow Electronics, Inc.* | | | 80,999 | | | | 6,363,281 | |
Belden, Inc. | | | 68,143 | | | | 2,295,056 | |
Cisco Systems, Inc. | | | 288,498 | | | | 12,180,386 | |
Cognizant Technology Solutions Corp., Class A | | | 187,221 | | | | 12,517,596 | |
Fidelity National Information Services, Inc.(a) | | | 70,810 | | | | 10,681,689 | |
Flex Ltd.* | | | 518,161 | | | | 5,627,228 | |
Hewlett Packard Enterprise Co. | | | 374,431 | | | | 3,620,748 | |
Jabil, Inc. | | | 278,634 | | | | 9,515,351 | |
Leidos Holdings, Inc.(a) | | | 91,184 | | | | 8,251,240 | |
Microsoft Corp. | | | 17,486 | | | | 3,943,618 | |
Oracle Corp. | | | 323,841 | | | | 18,530,182 | |
Qorvo, Inc.* | | | 185,569 | | | | 23,802,936 | |
Science Applications International Corp. | | | 110,679 | | | | 9,237,269 | |
SS&C Technologies Holdings, Inc.(a) | | | 161,947 | | | | 10,319,263 | |
TE Connectivity Ltd.(a) | | | 153,341 | | | | 14,812,741 | |
Western Digital Corp.*(a) | | | 56,920 | | | | 2,186,866 | |
| | | | | | | 162,349,493 | |
Materials—4.7% | | | | | | | | |
Cemex SAB de CV - SP ADR | | | 680,516 | | | | 2,184,456 | |
Corteva, Inc. | | | 231,529 | | | | 6,610,153 | |
CRH PLC - SP ADR | | | 191,519 | | | | 7,105,355 | |
DuPont de Nemours, Inc. | | | 192,945 | | | | 10,758,613 | |
FMC Corp. | | | 129,382 | | | | 13,825,761 | |
Ingevity Corp.* | | | 61,198 | | | | 3,437,492 | |
Mosaic Co., (The) | | | 271,522 | | | | 4,949,846 | |
PPG Industries, Inc. | | | 38,561 | | | | 4,642,744 | |
Trinseo SA(a) | | | 66,828 | | | | 1,664,686 | |
Valvoline, Inc. | | | 230,898 | | | | 4,710,319 | |
| | | | | | | 59,889,425 | |
Utilities—0.5% | | | | | | | | |
Vistra Energy Corp. | | | 323,811 | | | | 6,226,886 | |
TOTAL COMMON STOCKS (Cost $967,419,945) | | | | | | | 1,264,941,855 | |
| | NUMBER OF SHARES | | | VALUE | |
RIGHTS—0.0% | | | | | | | | |
Information Technology—0.0% | | | | | | | | |
CVR Banctec Inc. - Escrow Shares*‡ | | | 14,327 | | | $ | 0 | |
TOTAL RIGHTS (Cost $0) | | | | | | | 0 | |
INVESTMENTS PURCHASED WITH | | | | | | | | |
PROCEEDS FROM SECURITIES | | | | | | | | |
LENDING COLLATERAL—8.1% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.19%(b) | | | 103,029,868 | | | | 103,029,868 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $103,029,868) | | | | | | | 103,029,868 | |
SHORT-TERM INVESTMENTS—1.3% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05%*(b) | | | 17,069,178 | | | | 17,069,178 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $17,069,178) | | | | | | | 17,069,178 | |
TOTAL INVESTMENTS—108.7% (Cost $1,087,518,991) | | | | | | | 1,385,040,901 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(8.7)% | | | | | | | (110,813,167 | ) |
NET ASSETS—100.0% | | | | | | $ | 1,274,227,734 | |
ADR | — | American Depositary Receipt |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
* | — | Non-income producing. |
(a) | — | All or a portion of the security is on loan. At August 31, 2020, the market value of securities on loan was $99,392,526. |
(b) | — | The rate shown is as of August 31, 2020. |
‡ | — | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by or under the direction of The RBB Fund, Inc.’s Board of Directors. as of August 31, 2020, these securities amounted to $0 or 0.0% of net assets. |
The accompanying notes are an integral part of the financial statements.
56 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS ALL-CAP VALUE FUND | Portfolio Of Investments (concluded) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Common Stock | | | | | | | | | | | | | | | | | | | | |
Communication Services | | $ | 82,929,275 | | | $ | 82,929,275 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 120,325,084 | | | | 120,325,084 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 25,536,401 | | | | 25,536,401 | | | | — | | | | — | | | | — | |
Energy | | | 36,501,475 | | | | 36,501,475 | | | | — | | | | — | | | | — | |
Financials | | | 277,922,712 | | | | 277,922,712 | | | | — | | | | — | | | | — | |
Health Care | | | 311,656,231 | | | | 311,656,231 | | | | — | | | | — | | | | — | |
Industrials | | | 181,604,873 | | | | 181,604,873 | | | | — | | | | — | | | | — | |
Information Technology | | | 162,349,493 | | | | 162,349,493 | | | | — | | | | — | | | | — | |
Materials | | | 59,889,425 | | | | 59,889,425 | | | | — | | | | — | | | | — | |
Utilities | | | 6,226,886 | | | | 6,226,886 | | | | — | | | | — | | | | — | |
Rights | | | — | | | | — | | | | — | | | | — | ** | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 103,029,868 | | | | — | | | | — | | | | — | | | | 103,029,868 | |
Short-Term Investments | | | 17,069,178 | | | | 17,069,178 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 1,385,040,901 | | | $ | 1,282,011,033 | | | $ | — | | | $ | — | ** | | | $103,029,868 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy to the amounts presented in the Portfolio of Investments. |
** | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 57
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
WPG PARTNERS SMALL/MICRO CAP VALUE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—99.4% | | | | | | | | |
Consumer Discretionary—4.4% | | | | | | | | |
BJ’s Restaurants, Inc.* | | | 11,443 | | | $ | 360,684 | |
Del Taco Restaurants, Inc.* | | | 17,586 | | | | 147,898 | |
El Pollo Loco Holdings, Inc.*(a) | | | 5,561 | | | | 99,375 | |
Everi Holdings, Inc.* | | | 6,245 | | | | 48,461 | |
Hudson Ltd., Class A* | | | 12,648 | | | | 95,366 | |
WW International, Inc.* | | | 3,977 | | | | 93,380 | |
| | | | | | | 845,164 | |
Consumer Staples—7.9% | | | | | | | | |
elf Beauty, Inc.* | | | 10,455 | | | | 204,186 | |
Farmer Brothers Co.* | | | 9,994 | | | | 62,862 | |
Fresh Del Monte Produce, Inc.(a) | | | 16,182 | | | | 375,261 | |
Ingles Markets, Inc., Class A(a) | | | 2,136 | | | | 86,295 | |
Landec Corp., Class A* | | | 24,818 | | | | 254,136 | |
MGP Ingredients, Inc.(a) | | | 3,013 | | | | 107,112 | |
Primo Water Corp. | | | 13,017 | | | | 178,073 | |
TreeHouse Foods, Inc.*(a) | | | 5,525 | | | | 236,525 | |
| | | | | | | 1,504,450 | |
Energy—10.5% | | | | | | | | |
Ardmore Shipping Corp. | | | 28,931 | | | | 107,045 | |
Brigham Minerals, Inc., Class A | | | 22,993 | | | | 271,547 | |
Diamondback Energy, Inc. | | | 6,522 | | | | 254,097 | |
EQT Corp.* | | | 588 | | | | 9,332 | |
Euronav NV | | | 18,282 | | | | 166,732 | |
Magnolia Oil & Gas Corp., Class A*(a) | | | 58,208 | | | | 374,859 | |
Matrix Service Co.* | | | 15,577 | | | | 143,931 | |
National Energy Services Reunited Corp.*(a) | | | 32,233 | | | | 243,037 | |
Newpark Resources, Inc.* | | | 57,592 | | | | 112,304 | |
StealthGas, Inc.* | | | 37,238 | | | | 108,363 | |
Teekay Tankers Ltd., Class A(a) | | | 17,991 | | | | 225,607 | |
| | | | | | | 2,016,854 | |
Financials—24.1% | | | | | | | | |
Ameris Bancorp | | | 10,266 | | | | 251,722 | |
Axis Capital Holdings Ltd. | | | 4,077 | | | | 194,718 | |
Banner Corp. | | | 7,895 | | | | 285,167 | |
Blucora, Inc.* | | | 8,341 | | | | 99,508 | |
Byline Bancorp, Inc. | | | 6,162 | | | | 77,888 | |
Essent Group Ltd. | | | 11,207 | | | | 400,090 | |
First Foundation, Inc. | | | 21,094 | | | | 320,418 | |
First Interstate BancSystem, Inc., Class A(a) | | | 7,536 | | | | 247,181 | |
Hanover Insurance Group, Inc., (The) | | | 1,409 | | | | 144,408 | |
HomeStreet, Inc. | | | 13,564 | | | | 371,247 | |
Kemper Corp. | | | 2,845 | | | | 220,943 | |
MGIC Investment Corp. | | | 19,395 | | | | 177,852 | |
National Bank Holdings Corp., Class A | | | 8,333 | | | | 236,991 | |
Peoples Bancorp Inc. | | | 4,566 | | | | 96,525 | |
Popular, Inc. | | | 12,141 | | | | 449,703 | |
Premier Financial Corp. | | | 10,929 | | | | 199,727 | |
Renasant Corp. | | | 4,861 | | | | 123,324 | |
Triumph Bancorp, Inc.* | | | 5,186 | | | | 148,112 | |
Washington Trust Bancorp, Inc. | | | 5,550 | | | | 185,259 | |
Webster Financial Corp. | | | 13,563 | | | | 372,982 | |
| | | | | | | 4,603,765 | |
| | NUMBER OF SHARES | | | VALUE | |
Health Care—3.2% | | | | | | | | |
Accuray, Inc.* | | | 39,701 | | | $ | 92,503 | |
BioSpecifics Technologies Corp.* | | | 1,952 | | | | 125,904 | |
Invacare Corp.* | | | 15,430 | | | | 104,616 | |
PetIQ, Inc.*(a) | | | 8,117 | | | | 285,556 | |
| | | | | | | 608,579 | |
Industrials—16.7% | | | | | | | | |
Air Transport Services Group, Inc.*(a) | | | 7,659 | | | | 194,692 | |
Alaska Air Group, Inc.* | | | 7,423 | | | | 289,126 | |
Argan, Inc.(a) | | | 5,824 | | | | 246,530 | |
Beacon Roofing Supply, Inc.* | | | 9,629 | | | | 326,327 | |
Echo Global Logistics, Inc.* | | | 3,687 | | | | 100,729 | |
Great Lakes Dredge & Dock Corp.* | | | 14,310 | | | | 134,085 | |
Heartland Express, Inc. | | | 8,331 | | | | 172,327 | |
Hillenbrand, Inc. | | | 2,727 | | | | 86,473 | |
ICF International, Inc. | | | 3,512 | | | | 239,905 | |
JetBlue Airways Corp.*(a) | | | 15,816 | | | | 182,200 | |
KAR Auction Services, Inc. | | | 12,510 | | | | 216,923 | |
Korn/Ferry International | | | 3,158 | | | | 96,319 | |
Matthews International Corp., Class A | | | 10,018 | | | | 219,394 | |
Maxar Technologies, Inc. | | | 10,341 | | | | 239,394 | |
Orion Group Holdings, Inc.* | | | 9,883 | | | | 25,794 | |
Tutor Perini Corp.*(a) | | | 15,275 | | | | 191,701 | |
Vectrus, Inc.* | | | 5,285 | | | | 229,422 | |
| | | | | | | 3,191,341 | |
Information Technology—7.1% | | | | | | | | |
Alpha & Omega Semiconductor Ltd.* | | | 7,572 | | | | 102,601 | |
Axcelis Technologies, Inc.* | | | 10,905 | | | | 257,685 | |
Benchmark Electronics, Inc. | | | 4,565 | | | | 89,520 | |
Celestica, Inc.* | | | 10,438 | | | | 82,982 | |
KBR, Inc. | | | 13,846 | | | | 346,011 | |
MicroStrategy, Inc., Class A* | | | 860 | | | | 124,218 | |
NeoPhotonics Corp.*(a) | | | 11,562 | | | | 77,003 | |
QAD, Inc., Class A | | | 1,181 | | | | 53,712 | |
SMART Global Holdings, Inc.*(a) | | | 9,141 | | | | 230,353 | |
| | | | | | | 1,364,085 | |
Materials—7.8% | | | | | | | | |
AdvanSix, Inc.* | | | 8,354 | | | | 106,346 | |
CF Industries Holdings, Inc. | | | 7,563 | | | | 246,781 | |
Chemours Co., (The) | | | 4,649 | | | | 96,048 | |
Kronos Worldwide, Inc. | | | 10,022 | | | | 125,175 | |
Mosaic Co., (The) | | | 16,257 | | | | 296,365 | |
Schweitzer-Mauduit International, Inc. | | | 5,587 | | | | 169,454 | |
Tronox Holdings, Class A PLC | | | 20,187 | | | | 180,876 | |
Valvoline, Inc.(a) | | | 13,178 | | | | 268,831 | |
| | | | | | | 1,489,876 | |
Real Estate—13.0% | | | | | | | | |
Brixmor Property Group, Inc.* | | | 18,982 | | | | 223,988 | |
Equity Commonwealth | | | 6,997 | | | | 219,636 | |
Getty Realty Corp. | | | 3,955 | | | | 115,842 | |
Industrial Logistics Properties Trust | | | 9,109 | | | | 196,481 | |
Investors Real Estate Trust | | | 3,063 | | | | 217,779 | |
NexPoint Residential Trust, Inc. | | | 4,929 | | | | 204,061 | |
Piedmont Office Realty Trust, Inc., Class A(a) | | | 15,865 | | | | 242,893 | |
Plymouth Industrial REIT, Inc. | | | 10,860 | | | | 144,981 | |
The accompanying notes are an integral part of the financial statements.
58 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
WPG PARTNERS SMALL/MICRO CAP VALUE FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
| | | | | | | | |
Real Estate—(continued) | | | | | | | | |
RE/MAX Holdings, Inc., Class A | | | 2,879 | | | $ | 101,168 | |
Realogy Holdings Corp.*(a) | | | 30,195 | | | | 334,561 | |
RMR Group, Class A, Inc., (The) | | | 3,911 | | | | 110,368 | |
UMH Properties, Inc. | | | 26,337 | | | | 382,940 | |
| | | | | | | 2,494,698 | |
Utilities—4.7% | | | | | | | | |
ALLETE, Inc. | | | 2,912 | | | | 157,131 | |
Avista Corp. | | | 5,228 | | | | 192,704 | |
New Jersey Resources Corp. | | | 6,779 | | | | 204,319 | |
NorthWestern Corp. | | | 1,461 | | | | 75,446 | |
Portland General Electric Co. | | | 2,065 | | | | 78,780 | |
South Jersey Industries, Inc.(a) | | | 8,694 | | | | 192,573 | |
| | | | | | | 900,953 | |
TOTAL COMMON STOCKS (Cost $17,839,379) | | | | | | | 19,019,765 | |
WARRANTS—0.0% | | | | | | | | |
Energy—0.0% | | | | | | | | |
TETRA Technologies, Inc. *‡ | | | 20,950 | | | | 2 | |
TOTAL WARRANTS (Cost $4,475) | | | | | | | 2 | |
| | NUMBER OF SHARES | | | VALUE | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—14.6% | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.19%(b) | | | 2,795,892 | | | $ | 2,795,892 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $2,795,892) | | | | | | | 2,795,892 | |
SHORT-TERM INVESTMENTS—1.2% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05%*(b) | | | 238,703 | | | | 238,703 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $238,703) | | | | | | | 238,703 | |
TOTAL INVESTMENTS—115.2% (Cost $20,878,449) | | | | | | | 22,054,362 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(15.2)% | | | | | | | (2,904,119 | ) |
NET ASSETS—100.0% | | | | | | $ | 19,150,243 | |
* | — | Non-income producing. |
(a) | — | All or a portion of the security is on loan. At August 31, 2020, the market value of securities on loan was $2,683,729. |
(b) | — | Seven-day yield as of August 31, 2020. |
‡ | — | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by or under the direction of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2020, these securities amounted to $2 or 0.0% of net assets. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 59
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
WPG PARTNERS SMALL/MICRO CAP VALUE FUND | Portfolio Of Investments (concluded) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Common Stock | | | | | | | | | | | | | | | | | | | | |
Consumer Discretionary | | $ | 845,164 | | | $ | 845,164 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Staples | | | 1,504,450 | | | | 1,504,450 | | | | — | | | | — | | | | — | |
Energy | | | 2,016,854 | | | | 2,016,854 | | | | — | | | | — | | | | — | |
Financials | | | 4,603,765 | | | | 4,603,765 | | | | — | | | | — | | | | — | |
Health Care | | | 608,579 | | | | 608,579 | | | | — | | | | — | | | | — | |
Industrials | | | 3,191,341 | | | | 3,191,341 | | | | — | | | | — | | | | — | |
Information Technology | | | 1,364,085 | | | | 1,364,085 | | | | — | | | | — | | | | — | |
Materials | | | 1,489,876 | | | | 1,489,876 | | | | — | | | | — | | | | — | |
Real Estate | | | 2,494,698 | | | | 2,494,698 | | | | — | | | | — | | | | — | |
Utilities | | | 900,953 | | | | 900,953 | | | | — | | | | — | | | | — | |
Warrants | | | 2 | | | | — | | | | — | | | | 2 | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 2,795,892 | | | | — | | | | — | | | | — | | | | 2,795,892 | |
Short-Term Investments | | | 238,703 | | | | 238,703 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 22,054,362 | | | $ | 19,258,468 | | | $ | — | | | $ | 2 | | | $ | 2,795,892 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy to the amounts presented in the Portfolio of Investments |
The accompanying notes are an integral part of the financial statements.
60 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL EQUITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—97.6% | | | | | | |
Austria—0.3% | | | | | | |
Andritz AG | | | 15,308 | | | $ | 512,033 | |
Bermuda—2.0% | | | | | | | | |
Axis Capital Holdings Ltd. | | | 19,836 | | | | 947,367 | |
Everest Re Group Ltd. | | | 11,521 | | | | 2,535,542 | |
| | | | | | | 3,482,909 | |
Brazil—0.3% | | | | | | | | |
JBS SA | | | 145,100 | | | | 592,742 | |
Canada—1.1% | | | | | | | | |
Barrick Gold Corp. | | | 37,641 | | | | 1,115,075 | |
Yamana Gold, Inc. | | | 144,484 | | | | 895,801 | |
| | | | | | | 2,010,876 | |
Denmark—0.4% | | | | | | | | |
FLSmidth & Co., A/S | | | 25,819 | | | | 745,613 | |
France—9.9% | | | | | | | | |
Accor SA | | | 27,900 | | | | 855,239 | |
AXA SA | | | 44,379 | | | | 905,509 | |
Capgemini SA | | | 26,488 | | | | 3,674,361 | |
Cie Generale des Etablissements Michelin SCA | | | 12,532 | | | | 1,419,364 | |
Eiffage SA | | | 22,517 | | | | 2,070,746 | |
Peugeot SA | | | 121,394 | | | | 2,092,898 | |
Sanofi | | | 26,392 | | | | 2,673,203 | |
TOTAL SA | | | 53,886 | | | | 2,137,762 | |
Vinci SA | | | 10,640 | | | | 996,871 | |
Vivendi SA | | | 24,484 | | | | 697,050 | |
| | | | | | | 17,523,003 | |
Germany—5.8% | | | | | | | | |
Bayer AG, Registered Shares | | | 27,495 | | | | 1,828,742 | |
Brenntag AG | | | 26,658 | | | | 1,670,290 | |
Deutsche Telekom AG | | | 63,951 | | | | 1,127,263 | |
HeidelbergCement AG | | | 13,857 | | | | 879,112 | |
Rheinmetall AG | | | 22,643 | | | | 2,099,097 | |
Siemens AG | | | 20,045 | | | | 2,777,538 | |
| | | | | | | 10,382,042 | |
Greece—0.6% | | | | | | | | |
Hellenic Telecommunications Organization SA | | | 62,422 | | | | 1,018,589 | |
Ireland—1.5% | | | | | | | | |
CRH PLC | | | 73,007 | | | | 2,724,563 | |
Italy—0.7% | | | | | | | | |
Leonardo SpA | | | 193,255 | | | | 1,307,467 | |
Japan—8.4% | | | | | | | | |
Fuji Corp. | | | 92,800 | | | | 1,666,194 | |
Fuji Electric Co., Ltd. | | | 10,700 | | | | 333,815 | |
Hitachi Ltd. | | | 49,700 | | | | 1,653,444 | |
KDDI Corp. | | | 73,300 | | | | 2,130,674 | |
Kurita Water Industries Ltd. | | | 28,900 | | | | 905,114 | |
NEC Corp. | | | 16,700 | | | | 881,780 | |
Sony Corp. | | | 52,600 | | | | 4,118,812 | |
Sumitomo Mitsui Financial Group, Inc. | | | 27,900 | | | | 820,405 | |
Taiyo Yuden Co., Ltd. | | | 43,300 | | | | 1,164,928 | |
Tokyo Electron Ltd. | | | 2,700 | | | | 692,572 | |
Zenkoku Hosho Co., Ltd. | | | 17,000 | | | | 601,533 | |
| | | | | | | 14,969,271 | |
| | NUMBER OF SHARES | | | VALUE | |
Netherlands—3.5% | | | | | | | | |
Aalberts NV | | | 17,019 | | | $ | 640,554 | |
ING Groep NV | | | 175,840 | | | | 1,435,213 | |
Koninklijke Ahold NV | | | 28,786 | | | | 866,047 | |
NXP Semiconductors NV | | | 13,547 | | | | 1,703,671 | |
Royal Dutch Shell PLC, Class A | | | 103,538 | | | | 1,524,049 | |
| | | | | | | 6,169,534 | |
Norway—0.5% | | | | | | | | |
Yara International ASA | | | 19,975 | | | | 836,880 | |
Singapore—1.4% | | | | | | | | |
DBS Group Holdings Ltd. | | | 84,400 | | | | 1,293,428 | |
United Overseas Bank Ltd. | | | 81,600 | | | | 1,170,046 | |
| | | | | | | 2,463,474 | |
South Korea—2.7% | | | | | | | | |
GS Retail Co., Ltd. | | | 24,057 | | | | 666,295 | |
KB Financial Group, Inc. | | | 37,074 | | | | 1,150,244 | |
KT Corp. - SP ADR | | | 153,722 | | | | 1,512,625 | |
Samsung Electronics Co., Ltd. | | | 18,385 | | | | 834,792 | |
SK Hynix, Inc. | | | 9,445 | | | | 596,886 | |
| | | | | | | 4,760,842 | |
Sweden—0.9% | | | | | | | | |
Husqvarna AB, Class B | | | 68,308 | | | | 743,763 | |
Sandvik AB | | | 42,817 | | | | 843,100 | |
| | | | | | | 1,586,863 | |
Switzerland—5.0% | | | | | | | | |
Glencore PLC | | | 485,550 | | | | 1,193,889 | |
Novartis AG | | | 31,721 | | | | 2,733,939 | |
Roche Holding AG | | | 3,684 | | | | 1,288,733 | |
STMicroelectronics NV | | | 55,683 | | | | 1,684,130 | |
UBS Group AG | | | 155,667 | | | | 1,893,745 | |
| | | | | | | 8,794,436 | |
United Kingdom—8.5% | | | | | | | | |
BAE Systems PLC | | | 355,478 | | | | 2,467,766 | |
BP PLC | | | 335,626 | | | | 1,170,930 | |
Direct Line Insurance Group PLC | | | 500,267 | | | | 1,977,067 | |
Howden Joinery Group PLC | | | 99,492 | | | | 743,223 | |
Inchcape PLC | | | 202,798 | | | | 1,366,146 | |
Nomad Foods Ltd.* | | | 62,583 | | | | 1,543,297 | |
Persimmon PLC | | | 43,757 | | | | 1,520,485 | |
Redrow PLC | | | 211,290 | | | | 1,278,811 | |
Smith & Nephew PLC | | | 43,200 | | | | 871,807 | |
Tesco PLC | | | 684,097 | | | | 1,997,736 | |
WH Smith PLC | | | 12,983 | | | | 204,445 | |
| | | | | | | 15,141,713 | |
United States—44.1% | | | | | | | | |
Allstate Corp., (The)(a) | | | 27,490 | | | | 2,556,570 | |
American Express Co. | | | 16,521 | | | | 1,678,368 | |
American International Group, Inc. | | | 33,412 | | | | 973,626 | |
Anthem, Inc. | | | 8,869 | | | | 2,496,801 | |
Applied Materials, Inc. | | | 25,811 | | | | 1,589,958 | |
AutoZone, Inc.* | | | 1,322 | | | | 1,581,522 | |
Bank of America Corp. | | | 40,675 | | | | 1,046,974 | |
Berkshire Hathaway, Inc., Class B* | | | 7,412 | | | | 1,616,112 | |
Cigna Corp. | | | 17,778 | | | | 3,153,284 | |
Cisco Systems, Inc. | | | 16,866 | | | | 712,082 | |
Citigroup, Inc. | | | 29,129 | | | | 1,489,074 | |
Corteva, Inc. | | | 30,780 | | | | 878,769 | |
CVS Health Corp. | | | 44,797 | | | | 2,782,790 | |
Diamondback Energy, Inc. | | | 14,205 | | | | 553,427 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 61
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
Dick’s Sporting Goods, Inc.(a) | | | 15,923 | | | $ | 861,753 | |
DuPont de Nemours, Inc. | | | 60,145 | | | | 3,353,685 | |
Eaton Corp. PLC | | | 23,648 | | | | 2,414,461 | |
Goldman Sachs Group Inc., (The) | | | 8,626 | | | | 1,767,209 | |
Graphic Packaging Holding Co.(a) | | | 96,725 | | | | 1,352,215 | |
Harley-Davidson, Inc. | | | 13,877 | | | | 384,532 | |
Honeywell International, Inc. | | | 9,026 | | | | 1,494,254 | |
Huntington Bancshares Inc.(a) | | | 169,206 | | | | 1,592,228 | |
ITT, Inc. | | | 21,747 | | | | 1,365,929 | |
JPMorgan Chase & Co. | | | 23,810 | | | | 2,385,524 | |
KeyCorp(a) | | | 127,743 | | | | 1,573,794 | |
Laboratory Corp. of America Holdings* | | | 7,176 | | | | 1,261,182 | |
LKQ Corp.* | | | 37,981 | | | | 1,205,517 | |
Lowe’s Cos., Inc. | | | 8,078 | | | | 1,330,366 | |
MasTec, Inc.*(a) | | | 28,222 | | | | 1,304,139 | |
McKesson Corp.(a) | | | 6,843 | | | | 1,049,990 | |
Medtronic PLC | | | 19,609 | | | | 2,107,379 | |
Merck & Co, Inc. | | | 31,419 | | | | 2,679,098 | |
Micron Technology, Inc.* | | | 26,821 | | | | 1,220,624 | |
Mosaic Co., (The) | | | 65,999 | | | | 1,203,162 | |
Newmont Goldcorp Corp. | | | 12,481 | | | | 839,722 | |
Nexstar Media Group, Inc., Class A(a) | | | 9,304 | | | | 893,277 | |
NVR, Inc.* | | | 309 | | | | 1,288,017 | |
Oracle Corp.(a) | | | 26,898 | | | | 1,539,104 | |
Owens Corning | | | 42,227 | | | | 2,856,234 | |
Pfizer, Inc. | | | 43,507 | | | | 1,644,129 | |
PPG Industries, Inc. | | | 6,017 | | | | 724,447 | |
Raytheon Technologies Corp. | | | 12,200 | | | | 744,200 | |
Science Applications International Corp. | | | 26,945 | | | | 2,248,830 | |
SYNNEX Corp. | | | 17,793 | | | | 2,262,380 | |
TE Connectivity Ltd. | | | 17,849 | | | | 1,724,213 | |
Textron, Inc. | | | 31,590 | | | | 1,245,594 | |
Tyson Foods, Inc., Class A | | | 13,779 | | | | 865,321 | |
Valvoline, Inc. | | | 31,116 | | | | 634,766 | |
Vistra Energy Corp. | | | 142,743 | | | | 2,744,948 | |
Zimmer Biomet Holdings, Inc. | | | 6,885 | | | | 969,959 | |
| | | | | | | 78,241,539 | |
TOTAL COMMON STOCKS (Cost $151,737,463) | | | | | | | 173,264,389 | |
| | NUMBER OF SHARES | | | VALUE | |
PREFERRED STOCKS—0.9% | | | | | | |
Brazil—0.3% | | | | | | |
Petroleo Brasileiro SA 2.767% | | | 156,300 | | | $ | 629,651 | |
South Korea—0.6% | | | | | | | | |
Samsung Electronics Co., Ltd. 2.952% | | | 25,043 | | | | 1,000,381 | |
TOTAL PREFERRED STOCKS (Cost $1,340,312) | | | | | | | 1,630,032 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—7.0% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.19%(b) | | | 12,352,274 | | | | 12,352,274 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $12,352,274) | | | | | | | 12,352,274 | |
SHORT-TERM INVESTMENTS—1.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05%(b) | | | 2,526,679 | | | | 2,526,679 | |
TOTAL SHORT-TERM INVESTMENTS—1.4% (Cost $2,526,679) | | | | | | | 2,526,679 | |
TOTAL INVESTMENTS—106.9% (Cost $167,956,728) | | | | | | | 189,773,374 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(6.9)% | | | | | | | (12,303,356 | ) |
NET ASSETS—100.0% | | | | | | $ | 177,470,018 | |
ADR | — | American Depositary Receipt |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
* | — | Non-income producing. |
(a) | — | All or a portion of the security is on loan. At August 31, 2020, the market value of securities on loan was $11,827,284. |
(b) | — | The rate shown is as of August 31, 2020. |
| | |
| | Industry classifications may be different than those used for compliance monitoring purposes |
The accompanying notes are an integral part of the financial statements.
62 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL EQUITY FUND | Portfolio Of Investments (concluded) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Common Stock | | | | | | | | | | | | | | | | | | | | |
Austria | | $ | 512,033 | | | $ | — | | | $ | 512,033 | | | $ | — | | | $ | — | |
Bermuda | | | 3,482,909 | | | | 3,482,909 | | | | — | | | | — | | | | — | |
Brazil | | | 592,742 | | | | 592,742 | | | | — | | | | — | | | | — | |
Canada | | | 2,010,876 | | | | 2,010,876 | | | | — | | | | — | | | | — | |
Denmark | | | 745,613 | | | | — | | | | 745,613 | | | | — | | | | — | |
France | | | 17,523,003 | | | | — | | | | 17,523,003 | | | | — | | | | — | |
Germany | | | 10,382,042 | | | | — | | | | 10,382,042 | | | | — | | | | — | |
Greece | | | 1,018,589 | | | | — | | | | 1,018,589 | | | | — | | | | — | |
Ireland | | | 2,724,563 | | | | — | | | | 2,724,563 | | | | — | | | | — | |
Italy | | | 1,307,467 | | | | — | | | | 1,307,467 | | | | — | | | | — | |
Japan | | | 14,969,271 | | | | — | | | | 14,969,271 | | | | — | | | | — | |
Netherlands | | | 6,169,534 | | | | 1,703,671 | | | | 4,465,863 | | | | — | | | | — | |
Norway | | | 836,880 | | | | — | | | | 836,880 | | | | — | | | | — | |
Singapore | | | 2,463,474 | | | | — | | | | 2,463,474 | | | | — | | | | — | |
South Korea | | | 4,760,842 | | | | 1,512,625 | | | | 3,248,217 | | | | — | | | | — | |
Sweden | | | 1,586,863 | | | | — | | | | 1,586,863 | | | | — | | | | — | |
Switzerland | | | 8,794,436 | | | | — | | | | 8,794,436 | | | | — | | | | — | |
United Kingdom | | | 15,141,713 | | | | 1,543,297 | | | | 13,598,416 | | | | — | | | | — | |
United States | | | 78,241,539 | | | | 78,241,539 | | | | — | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | | | | | |
Brazil | | | 629,651 | | | | 629,651 | | | | — | | | | — | | | | — | |
South Korea | | | 1,000,381 | | | | — | | | | 1,000,381 | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 12,352,274 | | | | — | | | | — | | | | — | | | | 12,352,274 | |
Short-Term Investments | | | 2,526,679 | | | | 2,526,679 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 189,773,374 | | | $ | 92,243,989 | | | $ | 85,177,111 | | | $ | — | | | $ | 12,352,274 | |
| |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy included to reconcile to the amounts presented in the Portfolio of Investments |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 63
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—100.4% | | | | | | | | |
COMMON STOCKS—99.5% | | | | | | | | |
Australia—0.6% | | | | | | | | |
Orica Ltd. | | | 62,112 | | | $ | 794,079 | |
Austria—0.6% | | | | | | | | |
Andritz AG | | | 25,601 | | | | 856,321 | |
Bermuda—2.1% | | | | | | | | |
Axis Capital Holdings Ltd.† | | | 17,109 | | | | 817,126 | |
Everest Re Group Ltd.† | | | 9,473 | | | | 2,084,818 | |
| | | | | | | 2,901,944 | |
Brazil—1.1% | | | | | | | | |
JBS SA | | | 244,100 | | | | 997,163 | |
Vasta Platform Ltd.* | | | 29,864 | | | | 469,163 | |
| | | | | | | 1,466,326 | |
Canada—2.7% | | | | | | | | |
Bausch Health Cos., Inc.* | | | 31,752 | | | | 527,718 | |
Kinross Gold Corp.* | | | 206,607 | | | | 1,834,254 | |
Yamana Gold, Inc. | | | 217,027 | | | | 1,345,567 | |
| | | | | | | 3,707,539 | |
China—1.9% | | | | | | | | |
Alibaba Group Holding Ltd. - SP ADR* | | | 8,995 | | | | 2,581,835 | |
France—7.0% | | | | | | | | |
Accor SA | | | 25,000 | | | | 766,343 | |
BNP Paribas SA | | | 62,276 | | | | 2,713,245 | |
Capgemini SA | | | 9,990 | | | | 1,385,793 | |
Eiffage SA | | | 12,928 | | | | 1,188,906 | |
Peugeot SA | | | 73,965 | | | | 1,275,197 | |
Sanofi | | | 22,840 | | | | 2,313,427 | |
| | | | | | | 9,642,911 | |
Germany—3.3% | | | | | | | | |
Brenntag AG | | | 14,860 | | | | 931,071 | |
Deutsche Telekom AG | | | 49,995 | | | | 881,261 | |
HeidelbergCement AG | | | 20,829 | | | | 1,321,428 | |
Siemens AG | | | 10,532 | | | | 1,459,368 | |
| | | | | | | 4,593,128 | |
Greece—0.6% | | | | | | | | |
Hellenic Telecommunications Organization SA | | | 50,163 | | | | 818,550 | |
Hong Kong—1.3% | | | | | | | | |
Topsports International Holdings Ltd. | | | 647,000 | | | | 798,991 | |
WH Group Ltd. | | | 1,068,000 | | | | 920,515 | |
| | | | | | | 1,719,506 | |
Hungary—0.5% | | | | | | | | |
OTP Bank PLC | | | 18,695 | | | | 629,617 | |
Ireland—0.8% | | | | | | | | |
CRH PLC | | | 27,821 | | | | 1,038,257 | |
Italy—1.1% | | | | | | | | |
Enel SpA | | | 75,547 | | | | 684,090 | |
Leonardo SpA | | | 129,713 | | | | 877,574 | |
| | | | | | | 1,561,664 | |
Japan—10.0% | | | | | | | | |
Fuji Corp. | | | 96,500 | | | | 1,732,626 | |
Hitachi Ltd. | | | 63,800 | | | | 2,122,530 | |
KDDI Corp. | | | 57,300 | | | | 1,665,589 | |
Kurita Water Industries Ltd. | | | 5,300 | | | | 165,990 | |
Kyudenko Corp. | | | 34,700 | | | | 991,342 | |
NEC Corp. | | | 15,900 | | | | 839,538 | |
Sanwa Holdings Corp. | | | 78,700 | | | | 790,880 | |
Sony Corp. | | | 42,500 | | | | 3,327,937 | |
| | NUMBER OF SHARES | | | VALUE | |
Japan—(continued) | | | | | | | | |
Taiyo Yuden Co., Ltd. | | | 35,600 | | | $ | 957,770 | |
Tokyo Electron Ltd. | | | 4,300 | | | | 1,102,986 | |
| | | | | | | 13,697,188 | |
Macao—0.6% | | | | | | | | |
Wynn Macau Ltd. | | | 456,800 | | | | 857,458 | |
Netherlands—1.7% | | | | | | | | |
Aalberts NV | | | 25,847 | | | | 972,818 | |
NXP Semiconductors NV | | | 11,179 | | | | 1,405,871 | |
| | | | | | | 2,378,689 | |
Norway—0.5% | | | | | | | | |
Crayon Group Holding ASA* | | | 55,940 | | | | 623,989 | |
South Korea—4.3% | | | | | | | | |
GS Retail Co., Ltd. | | | 38,155 | | | | 1,056,760 | |
Hana Financial Group, Inc. | | | 47,220 | | | | 1,117,566 | |
KB Financial Group, Inc. | | | 27,325 | | | | 847,775 | |
KT Corp. - SP ADR† | | | 149,816 | | | | 1,474,190 | |
Samsung Electronics Co., Ltd. | | | 31,148 | | | | 1,414,311 | |
| | | | | | | 5,910,602 | |
Switzerland—5.0% | | | | | | | | |
Glencore PLC | | | 403,692 | | | | 992,613 | |
Novartis AG | | | 12,984 | | | | 1,119,053 | |
STMicroelectronics NV | | | 75,348 | | | | 2,278,897 | |
UBS Group AG | | | 197,944 | | | | 2,408,060 | |
| | | | | | | 6,798,623 | |
Taiwan—0.7% | | | | | | | | |
Simplo Technology Co., Ltd. | | | 88,000 | | | | 1,003,342 | |
| | | | | | | 1,003,342 | |
| | | | | | | | |
United Kingdom—6.3% | | | | | | | | |
Coca-Cola European Partners PLC† | | | 42,105 | | | | 1,733,042 | |
Nomad Foods Ltd.* | | | 55,947 | | | | 1,379,653 | |
Persimmon PLC | | | 32,283 | | | | 1,121,782 | |
Redrow PLC | | | 153,202 | | | | 927,239 | |
Rio Tinto PLC | | | 11,873 | | | | 738,390 | |
Tesco PLC | | | 784,441 | | | | 2,290,766 | |
WH Smith PLC | | | 30,228 | | | | 476,005 | |
| | | | | | | 8,666,877 | |
United States—46.8% | | | | | | | | |
Activision Blizzard, Inc.† | | | 8,137 | | | | 679,602 | |
Allstate Corp., (The)†# | | | 18,707 | | | | 1,739,751 | |
Alphabet, Inc., Class C*† | | | 1,460 | | | | 2,385,903 | |
American International Group, Inc. | | | 40,822 | | | | 1,189,553 | |
Anthem, Inc. | | | 5,307 | | | | 1,494,027 | |
Applied Materials, Inc.†# | | | 19,781 | | | | 1,218,510 | |
AutoZone, Inc.* | | | 949 | | | | 1,135,298 | |
Bank of America Corp. | | | 39,739 | | | | 1,022,882 | |
Berkshire Hathaway, Inc., Class B*† | | | 7,918 | | | | 1,726,441 | |
CF Industries Holdings, Inc. | | | 27,806 | | | | 907,310 | |
Change Healthcare, Inc.* | | | 13,279 | | | | 187,898 | |
Cigna Corp.† | | | 5,766 | | | | 1,022,715 | |
Citigroup, Inc.† | | | 22,164 | | | | 1,133,024 | |
Corteva, Inc.†# | | | 41,215 | | | | 1,176,688 | |
CVS Health Corp.† | | | 24,855 | | | | 1,543,993 | |
Diamondback Energy, Inc. | | | 25,180 | | | | 981,013 | |
Dick’s Sporting Goods, Inc. | | | 20,040 | | | | 1,084,565 | |
DuPont de Nemours, Inc. | | | 33,890 | | | | 1,889,706 | |
Eagle Materials, Inc.* | | | 10,627 | | | | 868,970 | |
Eaton Corp. PLC† | | | 13,886 | | | | 1,417,761 | |
Electronic Arts, Inc.*†# | | | 6,492 | | | | 905,439 | |
FedEx Corp. | | | 3,194 | | | | 702,169 | |
Goldman Sachs Group Inc., (The) | | | 4,214 | | | | 863,322 | |
The accompanying notes are an integral part of the financial statements.
64 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
Graphic Packaging Holding Co.† | | | 112,398 | | | $ | 1,571,324 | |
II-VI, Inc.* | | | 17,126 | | | | 762,107 | |
JPMorgan Chase & Co. | | | 33,614 | | | | 3,367,787 | |
KeyCorp | | | 109,992 | | | | 1,355,101 | |
Laboratory Corp. of America Holdings*† | | | 4,294 | | | | 754,670 | |
Lennar Corp., Class A# | | | 8,775 | | | | 656,545 | |
Lowe’s Cos., Inc.# | | | 11,600 | | | | 1,910,404 | |
Marathon Petroleum Corp.† | | | 18,490 | | | | 655,655 | |
MasTec, Inc.* | | | 15,186 | | | | 701,745 | |
McKesson Corp. | | | 8,333 | | | | 1,278,615 | |
Medtronic PLC† | | | 8,267 | | | | 888,454 | |
Micron Technology, Inc.* | | | 18,583 | | | | 845,712 | |
Microsoft Corp.†# | | | 20,491 | | | | 4,621,335 | |
Nexstar Media Group, Inc., Class A | | | 9,519 | | | | 913,919 | |
Oracle Corp.†# | | | 19,480 | | | | 1,114,646 | |
Owens Corning† | | | 17,193 | | | | 1,162,935 | |
Parsley Energy, Inc., Class A† | | | 105,379 | | | | 1,132,824 | |
Pfizer, Inc.†# | | | 45,895 | | | | 1,734,372 | |
Rackspace Technology, Inc.* | | | 32,588 | | | | 695,754 | |
Science Applications International Corp. | | | 14,074 | | | | 1,174,616 | |
SYNNEX Corp. | | | 15,605 | | | | 1,984,176 | |
Tyson Foods, Inc., Class A†# | | | 15,352 | | | | 964,106 | |
Viper Energy Partners LP | | | 44,480 | | | | 452,806 | |
Virtu Financial, Inc., Class A | | | 39,676 | | | | 1,024,831 | |
Vistra Energy Corp.† | | | 130,555 | | | | 2,510,573 | |
VMware, Inc., Class A*# | | | 9,849 | | | | 1,422,590 | |
Zimmer Biomet Holdings, Inc.# | | | 9,891 | | | | 1,393,445 | |
| | | | | | | 64,327,587 | |
TOTAL COMMON STOCKS (Cost $114,838,744) | | | | | | | 136,576,032 | |
SHORT-TERM INVESTMENTS—0.9% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 1,219,600 | | | | 1,219,600 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $1,219,600) | | | | | | | 1,219,600 | |
TOTAL INVESTMENTS—100.4% (Cost $116,058,344) | | | | | | | 137,795,632 | |
SECURITIES SOLD SHORT—(39.1%) | | | | | | | | |
COMMON STOCKS—(39.1%) | | | | | | | | |
Australia—(0.8%) | | | | | | | | |
Commonwealth Bank of Australia | | | (7,736 | ) | | | (388,829 | ) |
Technology One Ltd. | | | (55,623 | ) | | | (330,936 | ) |
WiseTech Global Ltd. | | | (17,249 | ) | | | (357,854 | ) |
| | | | | | | (1,077,619 | ) |
Canada—(0.8%) | | | | | | | | |
Shopify, Inc., Class A* | | | (408 | ) | | | (435,099 | ) |
TC Energy Corp. | | | (13,825 | ) | | | (646,442 | ) |
| | | | | | | (1,081,541 | ) |
China—(0.5%) | | | | | | | | |
Pinduoduo, Inc. - ADR* | | | (7,090 | ) | | | (630,585 | ) |
Germany—(2.3%) | | | | | | | | |
Beiersdorf AG | | | (6,263 | ) | | | (723,937 | ) |
Deutsche Bank AG | | | (76,003 | ) | | | (728,752 | ) |
Fraport AG Frankfurt Airport Services Worldwide | | | (12,273 | ) | | | (559,825 | ) |
Rational AG | | | (1,900 | ) | | | (1,215,304 | ) |
| | | | | | | (3,227,818 | ) |
| | NUMBER OF SHARES | | | VALUE | |
Hong Kong—(0.3%) | | | | | | | | |
MTR Corp., Ltd. | | | (78,165 | ) | | $ | (406,579 | ) |
Japan—(6.3%) | | | | | | | | |
Canon, Inc. | | | (32,400 | ) | | | (555,714 | ) |
Hirose Electric Co., Ltd. | | | (2,300 | ) | | | (260,300 | ) |
Japan Tobacco, Inc. | | | (30,000 | ) | | | (560,907 | ) |
Kao Corp. | | | (4,900 | ) | | | (373,367 | ) |
Kawasaki Heavy Industries Ltd. | | | (36,300 | ) | | | (513,006 | ) |
Kose Corp. | | | (2,700 | ) | | | (316,840 | ) |
Mani, Inc. | | | (24,200 | ) | | | (615,070 | ) |
Mitsubishi Chemical Holdings Corp. | | | (110,600 | ) | | | (645,868 | ) |
Nidec Corp. | | | (5,600 | ) | | | (470,010 | ) |
NTN Corp. | | | (319,000 | ) | | | (613,085 | ) |
Odakyu Electric Railway Co., Ltd. | | | (44,000 | ) | | | (1,089,678 | ) |
PeptiDream, Inc.* | | | (10,000 | ) | | | (406,003 | ) |
Sanrio Co., Ltd. | | | (28,100 | ) | | | (469,525 | ) |
Seiko Epson Corp. | | | (57,000 | ) | | | (679,589 | ) |
Sotetsu Holdings, Inc. | | | (38,500 | ) | | | (1,049,457 | ) |
| | | | | | | (8,618,419 | ) |
Singapore—(0.7%) | | | | | | | | |
SATS Ltd. | | | (418,100 | ) | | | (920,583 | ) |
Sweden—(0.4%) | | | | | | | | |
BillerudKorsnas AB | | | (35,775 | ) | | | (602,826 | ) |
Switzerland—(0.5%) | | | | | | | | |
Straumann Holding AG | | | (748 | ) | | | (738,224 | ) |
United Kingdom—(0.9%) | | | | | | | | |
Amcor PLC | | | (61,873 | ) | | | (684,315 | ) |
Renishaw PLC | | | (7,927 | ) | | | (506,339 | ) |
| | | | | | | (1,190,654 | ) |
United States—(25.6%) | | | | | | | | |
ABIOMED, Inc.* | | | (1,405 | ) | | | (432,206 | ) |
Acadia Healthcare Co., Inc.* | | | (12,710 | ) | | | (392,866 | ) |
Alteryx, Inc., Class A* | | | (2,832 | ) | | | (342,191 | ) |
Appfolio, Inc., Class A* | | | (2,731 | ) | | | (458,890 | ) |
Appian Corp.* | | | (7,133 | ) | | | (436,825 | ) |
Beyond Meat, Inc.* | | | (5,014 | ) | | | (681,152 | ) |
Blackline, Inc.* | | | (8,306 | ) | | | (725,695 | ) |
Brooks Automation, Inc. | | | (10,118 | ) | | | (522,392 | ) |
Cal-Maine Foods, Inc.* | | | (11,839 | ) | | | (456,867 | ) |
CarMax, Inc.* | | | (9,432 | ) | | | (1,008,564 | ) |
Carvana Co.* | | | (7,929 | ) | | | (1,712,347 | ) |
Casey’s General Stores, Inc. | | | (3,439 | ) | | | (611,626 | ) |
Choice Hotels International, Inc.* | | | (6,515 | ) | | | (646,874 | ) |
Cincinnati Financial Corp. | | | (6,675 | ) | | | (530,062 | ) |
Cognex Corp. | | | (8,515 | ) | | | (589,153 | ) |
Compass Minerals International, Inc. | | | (9,109 | ) | | | (518,575 | ) |
Credit Acceptance Corp.* | | | (1,194 | ) | | | (461,839 | ) |
Cree, Inc.* | | | (16,764 | ) | | | (1,057,808 | ) |
Cullen/Frost Bankers, Inc. | | | (6,424 | ) | | | (446,211 | ) |
CVB Financial Corp. | | | (32,358 | ) | | | (589,239 | ) |
Delek US Holdings, Inc. | | | (37,059 | ) | | | (582,938 | ) |
Ecolab, Inc. | | | (6,294 | ) | | | (1,240,422 | ) |
First Financial Bankshares, Inc. | | | (20,751 | ) | | | (628,237 | ) |
Floor & Decor Holdings, Inc., Class A* | | | (6,720 | ) | | | (492,173 | ) |
Glaukos Corp.* | | | (11,603 | ) | | | (554,972 | ) |
Guidewire Software, Inc.* | | | (4,593 | ) | | | (515,840 | ) |
Hamilton Lane, Inc., Class A | | | (7,476 | ) | | | (546,570 | ) |
Hormel Foods Corp. | | | (27,132 | ) | | | (1,383,189 | ) |
Inspire Medical Systems, Inc.* | | | (4,449 | ) | | | (531,433 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 65
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
| | | | | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | | | | | |
International Flavors & Fragrances, Inc. | | | | | | | (10,301 | ) | | $ | (1,275,161 | ) |
John Bean Technologies Corp. | | | | | | | (9,359 | ) | | | (959,391 | ) |
Lennox International, Inc. | | | | | | | (3,558 | ) | | | (997,414 | ) |
LGI Homes, Inc.* | | | | | | | (7,399 | ) | | | (827,652 | ) |
McCormick & Co., Inc. | | | | | | | (2,702 | ) | | | (557,152 | ) |
Middleby Corp., (The)* | | | | | | | (8,895 | ) | | | (870,821 | ) |
Moderna, Inc.* | | | | | | | (4,734 | ) | | | (307,189 | ) |
MongoDB, Inc.* | | | | | | | (2,057 | ) | | | (480,927 | ) |
Murphy Oil Corp. | | | | | | | (36,805 | ) | | | (505,701 | ) |
Netflix, Inc.* | | | | | | | (1,386 | ) | | | (733,970 | ) |
Novanta, Inc.* | | | | | | | (5,994 | ) | | | (642,377 | ) |
Q2 Holdings, Inc.* | | | | | | | (4,193 | ) | | | (407,937 | ) |
RLI Corp. | | | | | | | (7,074 | ) | | | (663,470 | ) |
Slack Technologies, Inc., Class A* | | | | | | | (11,834 | ) | | | (388,629 | ) |
Sun Communities, Inc. | | | | | | | (2,387 | ) | | | (355,854 | ) |
Tabula Rasa HealthCare, Inc.* | | | | | | | (6,004 | ) | | | (303,802 | ) |
Tesla, Inc.* | | | | | | | (2,375 | ) | | | (1,183,510 | ) |
Trade Desk Inc., Class A, (The)* | | | | | | | (1,483 | ) | | | (713,768 | ) |
TransDigm Group, Inc. | | | | | | | (1,715 | ) | | | (856,934 | ) |
Trex Co., Inc.* | | | | | | | (4,576 | ) | | | (684,066 | ) |
Trustmark Corp. | | | | | | | (15,358 | ) | | | (360,606 | ) |
Twitter, Inc.* | | | | | | | (10,573 | ) | | | (429,052 | ) |
Westamerica Bancorporation | | | | | | | (8,555 | ) | | | (520,657 | ) |
Zillow Group, Inc., Class A* | | | | | | | (12,209 | ) | | | (1,041,184 | ) |
| | | | | | | | | | | (35,164,380 | ) |
TOTAL COMMON STOCKS (Proceeds $(45,559,367)) | | | | | | | | | | | (53,659,228 | ) |
TOTAL SECURITIES SOLD SHORT—-(39.1%) (Proceeds $(45,559,367)) | | | | | | | | (53,659,228 | ) |
| | | | | | | | | | | | |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
OPTIONS WRITTEN††—(1.5%) | | | | | | | | | | | | |
Call Options Written—(1.5%) | | | | | | | | | | | | |
Allstate Corp., (The) | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
105.00 | | | (148 | ) | | | (1,376,400 | ) | | | (29,600 | ) |
Applied Materials, Inc. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
65.00 | | | (118 | ) | | | (726,880 | ) | | | (58,410 | ) |
Corteva, Inc. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
26.00 | | | (412 | ) | | | (1,176,260 | ) | | | (173,040 | ) |
Electronic Arts, Inc. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
130.00 | | | (53 | ) | | | (739,191 | ) | | | (93,147 | ) |
LENNAR Corp. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
70.00 | | | (87 | ) | | | (650,934 | ) | | | (98,310 | ) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
Call Options Written—(continued) | | | | | | | | | | | | |
Lowe’s Cos., Inc. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
155.00 | | | (115 | ) | | | (1,893,935 | ) | | $ | (212,750 | ) |
Microsoft Corp. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
12/18/2020, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
190.00 | | | (65 | ) | | | (1,465,945 | ) | | | (275,275 | ) |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
200.00 | | | (137 | ) | | | (3,089,761 | ) | | | (509,640 | ) |
Oracle Corp. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
55.00 | | | (173 | ) | | | (989,906 | ) | | | (97,399 | ) |
Pfizer, Inc. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
37.00 | | | (455 | ) | | | (1,719,445 | ) | | | (129,220 | ) |
Tyson Foods, Inc. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
65.00 | | | (153 | ) | | | (960,840 | ) | | | (62,730 | ) |
VMware, Inc. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/15/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
150.00 | | | (92 | ) | | | (1,328,848 | ) | | | (105,800 | ) |
Zimmer Biomet Holdings, Inc. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
03/19/2021, | | | | | | | | | | | | |
Exercise Price: | | | | | | | | | | | | |
130.00 | | | (98 | ) | | | (1,380,624 | ) | | | (208,250 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(1,870,386)) | | | | | | | | (2,053,571 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(1,870,386)) | | | | | | | | (2,053,571 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—40.2% | | | | | | | | 55,081,740 | |
NET ASSETS—100.0% | | | | | | | | | | $ | 137,164,573 | |
| | | | | | | | | | | | |
ADR | — | American Depositary Receipt |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
* | — | Non-income producing. |
(a) | — | The rate shown is as of August 31, 2020 |
† | — | Security position is either entirely or partially held in a segregated account as collateral for securities sold short. |
# | — | Security segregated as collateral for options written. |
†† | — | Primary risk exposure is equity contracts. |
| | |
| | Industry classifications may be different than those used for compliance monitoring purposes. |
The accompanying notes are an integral part of the financial statements.
66 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2020, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) | |
Short | | | | | | | | | | | | | | | | | | | | | | | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Celltrion, Inc. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | % | | Monthly | | | (2,057 | ) | | $ | (513,429 | ) | | | $ | 14,323 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Formosa Petrochemical Corp. | | Macquarie | | 9/15/2020 | | | 0.08 | | | Monthly | | | (249,000 | ) | | | (695,245 | ) | | | | 17,183 | |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | |
Antofagasta PLC | | Goldman Sachs | | 12/31/2021 | | | 0.06 | | | Monthly | | | (52,985 | ) | | | (759,667 | ) | | | | 34,668 | |
Croda International PLC | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (4,776 | ) | | | (375,926 | ) | | | | 4,299 | |
Pearson PLC | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (82,397 | ) | | | (607,102 | ) | | | | 9,853 | |
Rolls-Royce Holdings PLC | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (123,441 | ) | | | (389,790 | ) | | | | 26,206 | |
| | | | | | | | | | | | | | | | | (2,132,485 | ) | | | | 75,026 | |
Total Short | | | | (3,341,159 | ) | | | | 106,532 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | $ | 106,532 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 67
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (concluded) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Australia | | $ | 794,079 | | | $ | — | | | $ | 794,079 | | | $ | — | |
Austria | | | 856,321 | | | | — | | | | 856,321 | | | | — | |
Bermuda | | | 2,901,944 | | | | 2,901,944 | | | | — | | | | — | |
Brazil | | | 1,466,326 | | | | 1,466,326 | | | | — | | | | — | |
Canada | | | 3,707,539 | | | | 3,707,539 | | | | — | | | | — | |
China | | | 2,581,835 | | | | 2,581,835 | | | | — | | | | — | |
France | | | 9,642,911 | | | | — | | | | 9,642,911 | | | | — | |
Germany | | | 4,593,128 | | | | — | | | | 4,593,128 | | | | — | |
Greece | | | 818,550 | | | | — | | | | 818,550 | | | | — | |
Hong Kong | | | 1,719,506 | | | | — | | | | 1,719,506 | | | | — | |
Hungary | | | 629,617 | | | | — | | | | 629,617 | | | | — | |
Ireland | | | 1,038,257 | | | | — | | | | 1,038,257 | | | | — | |
Italy | | | 1,561,664 | | | | — | | | | 1,561,664 | | | | — | |
Japan | | | 13,697,188 | | | | — | | | | 13,697,188 | | | | — | |
Macao | | | 857,458 | | | | — | | | | 857,458 | | | | — | |
Netherland | | | 2,378,689 | | | | 1,405,871 | | | | 972,818 | | | | — | |
Norway | | | 623,989 | | | | — | | | | 623,989 | | | | — | |
South Korea | | | 5,910,602 | | | | 1,474,190 | | | | 4,436,412 | | | | — | |
Switzerland | | | 6,798,623 | | | | — | | | | 6,798,623 | | | | — | |
Taiwan | | | 1,003,342 | | | | — | | | | 1,003,342 | | | | — | |
United Kingdom | | | 8,666,877 | | | | 3,112,695 | | | | 5,554,182 | | | | — | |
United States | | | 64,327,587 | | | | 64,327,587 | | | | — | | | | — | |
Short-Term Investments | | | 1,219,600 | | | | 1,219,600 | | | | — | | | | — | |
Contracts For Difference Equity Contracts | | | 106,532 | | | | — | | | | 106,532 | | | | — | |
Total Assets | | $ | 137,902,164 | | | $ | 82,197,587 | | | $ | 55,704,577 | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Australia | | $ | (1,077,619 | ) | | $ | — | | | $ | (1,077,619 | ) | | $ | — | |
Canada | | | (1,081,541 | ) | | | (1,081,541 | ) | | | — | | | | — | |
China | | | (630,585 | ) | | | (630,585 | ) | | | — | | | | — | |
Germany | | | (3,227,818 | ) | | | (1,215,304 | ) | | | (2,012,514 | ) | | | — | |
Hong Kong | | | (406,579 | ) | | | — | | | | (406,579 | ) | | | — | |
Japan | | | (8,618,419 | ) | | | — | | | | (8,618,419 | ) | | | — | |
Singapore | | | (920,583 | ) | | | — | | | | (920,583 | ) | | | — | |
Sweden | | | (602,826 | ) | | | — | | | | (602,826 | ) | | | — | |
Switzerland | | | (738,224 | ) | | | — | | | | (738,224 | ) | | | — | |
United Kingdom | | | (1,190,654 | ) | | | (684,315 | ) | | | (506,339 | ) | | | — | |
United States | | | (35,164,380 | ) | | | (35,164,380 | ) | | | — | | | | — | |
Options Written | | | | | | | | | | | | | | | | |
Equity Contracts | | | (2,053,571 | ) | | | (1,579,134 | ) | | | (474,437 | ) | | | — | |
Contracts For Difference Equity Contracts | | | — | | | | — | | | | — | | | | — | |
Total Liabilities | | $ | (55,712,799 | ) | | $ | (40,355,259 | ) | | $ | (15,357,540 | ) | | $ | — | |
The accompanying notes are an integral part of the financial statements.
68 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—94.7% | | | | | | | | |
COMMON STOCKS—69.0% | | | | | | | | |
Brazil—4.9% | | | | | | | | |
Ambev SA - ADR*† | | | 102,215 | | | $ | 229,984 | |
Cia Brasileira de Distribuicao | | | 20,900 | | | | 244,155 | |
Localiza Rent a Car SA | | | 57,500 | | | | 509,245 | |
Pagseguro Digital Ltd., Class A*† | | | 5,766 | | | | 242,979 | |
Petroleo Brasileiro SA - SP ADR† | | | 55,447 | | | | 453,002 | |
Vasta Platform Ltd.* | | | 41,268 | | | | 648,320 | |
Vivara Participacoes SA* | | | 148,100 | | | | 633,112 | |
| | | | | | | 2,960,797 | |
Canada—1.2% | | | | | | | | |
Kinross Gold Corp.*† | | | 79,351 | | | | 704,637 | |
Chile—0.2% | | | | | | | | |
Geopark Ltd.*† | | | 10,077 | | | | 89,891 | |
Sociedad Quimica y Minera de Chile SA - SP ADR† | | | 567 | | | | 17,781 | |
| | | | | | | 107,672 | |
China—18.0% | | | | | | | | |
21Vianet Group, Inc. - ADR*† | | | 17,473 | | | | 405,548 | |
China Construction Bank Corp., Class H | | | 1,434,000 | | | | 1,010,559 | |
China Meidong Auto Holdings Ltd. | | | 388,000 | | | | 1,311,027 | |
China Vanke Co., Ltd., Class H | | | 30,700 | | | | 95,297 | |
CIFI Holdings Group Co., Ltd. | | | 220,165 | | | | 187,140 | |
ENN Energy Holdings Ltd. | | | 25,600 | | | | 283,647 | |
Industrial & Commercial Bank of China Ltd., Class H | | 571,000 | | | | 318,252 | |
Lomon Billions Group Co., Ltd., Class A† | | | 91,780 | | | | 314,136 | |
Longfor Group Holdings Ltd. | | | 39,000 | | | | 206,330 | |
Momo, Inc. - SP ADR† | | | 9,177 | | | | 187,211 | |
Muyuan Foodstuff Co., Ltd., Class A† | | | 111,530 | | | | 1,427,930 | |
NetEase, Inc. - ADR† | | | 2,051 | | | | 999,268 | |
Ping An Insurance Group Co. of China Ltd., Class H | | | 99,966 | | | | 1,067,278 | |
Tencent Holdings Ltd. | | | 14,500 | | | | 990,616 | |
Trip.com Group Ltd. - ADR† | | | 32,815 | | | | 992,326 | |
Vipshop Holdings Ltd. - ADR*† | | | 26,780 | | | | 442,138 | |
Zhongsheng Group Holdings Ltd. | | | 97,500 | | | | 608,057 | |
| | | | | | | 10,846,760 | |
Colombia—0.2% | | | | | | | | |
Ecopetrol SA | | | 188,950 | | | | 110,612 | |
France—0.5% | | | | | | | | |
Total SA | | | 6,916 | | | | 274,371 | |
Greece—0.3% | | | | | | | | |
JUMBO SA | | | 9,597 | | | | 166,696 | |
Hong Kong—2.8% | | | | | | | | |
AIA Group Ltd. | | | 26,520 | | | | 271,691 | |
China Overseas Land & Investment Ltd. | | | 33,000 | | | | 95,452 | |
Melco Resorts & Entertainment Ltd. - ADR*† | | | 38,096 | | | | 743,634 | |
Swire Properties Ltd. | | | 212,000 | | | | 573,837 | |
| | | | | | | 1,684,614 | |
Hungary—0.7% | | | | | | | | |
OTP Bank PLC | | | 11,896 | | | | 400,638 | |
| | NUMBER OF SHARES | | | VALUE | |
India—6.4% | | | | | | | | |
Bandhan Bank Ltd.* | | | 109,288 | | | $ | 454,781 | |
Bharti Airtel Ltd. | | | 137,757 | | | | 960,230 | |
Gujarat State Petronet Ltd. | | | 56,074 | | | | 155,153 | |
HDFC Bank Ltd. - ADR† | | | 7,839 | | | | 388,814 | |
HDFC Bank Ltd. | | | 50,155 | | | | 761,057 | |
Indraprastha Gas Ltd. | | | 38,187 | | | | 204,516 | |
Mahanagar Gas Ltd. | | | 12,622 | | | | 163,209 | |
Reliance Industries Ltd. | | | 9,933 | | | | 280,553 | |
Tech Mahindra Ltd. | | | 49,911 | | | | 502,686 | |
| | | | | | | 3,870,999 | |
Indonesia—1.5% | | | | | | | | |
Bank Central Asia Tbk PT | | | 130,700 | | | | 281,524 | |
Indah Kiat Pulp & Paper Corp. Tbk PT | | | 81,400 | | | | 51,937 | |
Indofood Sukses Makmur Tbk PT | | | 1,107,600 | | | | 579,466 | |
| | | | | | | 912,927 | |
Ireland—0.1% | | | | | | | | |
Kenmare Resources PLC | | | 14,919 | | | | 46,866 | |
Macao—3.5% | | | | | | | | |
Sands China Ltd. | | | 274,400 | | | | 1,207,930 | |
Wynn Macau Ltd. | | | 486,800 | | | | 913,771 | |
| | | | | | | 2,121,701 | |
Mexico—3.8% | | | | | | | | |
Coca-Cola Femsa SAB de CV - SP ADR† | | | 2,426 | | | | 101,382 | |
Concentradora Fibra Danhos SA de CV | | | 200,900 | | | | 190,048 | |
Fomento Economico Mexicano SAB de CV - SP ADR† | | | 17,230 | | | | 1,005,026 | |
Grupo Financiero Banorte SAB de CV | | | 36,000 | | | | 123,718 | |
Industrias Bachoco SAB de CV, Class B | | | 73,000 | | | | 230,890 | |
Macquarie Mexico Real Estate Management SA de CV | | | 567,800 | | | | 660,643 | |
| | | | | | | 2,311,707 | |
Peru—0.3% | | | | | | | | |
Credicorp Ltd.† | | | 1,534 | | | | 200,156 | |
Poland—0.8% | | | | | | | | |
PLAY Communications SA | | | 60,309 | | | | 499,813 | |
Russia—1.2% | | | | | | | | |
Sberbank of Russia PJSC - SP ADR | | | 35,222 | | | | 429,708 | |
Tatneft PJSC | | | 39,766 | | | | 292,789 | |
| | | | | | | 722,497 | |
South Africa—1.6% | | | | | | | | |
Capitec Bank Holdings Ltd. | | | 3,355 | | | | 164,662 | |
Distell Group Holdings Ltd. | | | 23,267 | | | | 99,034 | |
Naspers Ltd., Class N | | | 1,354 | | | | 246,881 | |
Oceana Group Ltd. | | | 64,709 | | | | 240,188 | |
PSG Group Ltd. | | | 23,962 | | | | 63,032 | |
SPAR Group Ltd., (The) | | | 14,041 | | | | 133,735 | |
| | | | | | | 947,532 | |
South Korea—10.2% | | | | | | | | |
Celltrion Healthcare Co., Ltd.* | | | 7,634 | | | | 642,804 | |
Celltrion, Inc.* | | | 2,656 | | | | 662,939 | |
Grand Korea Leisure Co., Ltd. | | | 27,325 | | | | 272,014 | |
GS Retail Co., Ltd. | | | 9,687 | | | | 268,296 | |
Innocean Worldwide, Inc. | | | 1,688 | | | | 78,083 | |
KB Financial Group, Inc. | | | 15,159 | | | | 470,318 | |
Kia Motors Corp. | | | 3,782 | | | | 134,512 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 69
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
South Korea—(continued) | | | | | | | | |
Mirae Asset Daewoo Co., Ltd. | | | 39,233 | | | $ | 306,376 | |
Paradise Co., Ltd. | | | 9,797 | | | | 109,374 | |
Samsung Biologics Co., Ltd.* | | | 980 | | | | 640,268 | |
Samsung Electronics Co., Ltd. | | | 12,105 | | | | 549,642 | |
Samsung Heavy Industries Co., Ltd.* | | | 77,270 | | | | 334,600 | |
Samsung Securities Co., Ltd. | | | 7,651 | | | | 193,761 | |
SK Hynix, Inc. | | | 21,091 | | | | 1,332,867 | |
Spigen Korea Co., Ltd. | | | 2,703 | | | | 157,814 | |
| | | | | | | 6,153,668 | |
Taiwan—8.5% | | | | | | | | |
Chenbro Micom Co., Ltd. | | | 121,000 | | | | 377,036 | |
Chicony Electronics Co., Ltd. | | | 149,000 | | | | 449,487 | |
Chicony Power Technology Co., Ltd. | | | 134,000 | | | | 337,754 | |
ChipMOS Technologies, Inc. | | | 58,000 | | | | 57,560 | |
Global Mixed Mode Technology, Inc. | | | 87,000 | | | | 450,484 | |
ITEQ Corp. | | | 39,000 | | | | 159,195 | |
Johnson Health Tech Co., Ltd. | | | 69,000 | | | | 180,466 | |
Lotes Co., Ltd. | | | 32,000 | | | | 466,085 | |
Radiant Opto-Electronics Corp. | | | 121,000 | | | | 444,327 | |
Simplo Technology Co., Ltd. | | | 50,000 | | | | 570,081 | |
Taiwan PCB Techvest Co., Ltd. | | | 98,000 | | | | 141,607 | |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR† | | | 2,718 | | | | 215,401 | |
Taiwan Union Technology Corp. | | | 85,000 | | | | 344,447 | |
Wiwynn Corp. | | | 34,000 | | | | 906,951 | |
| | | | | | | 5,100,881 | |
Turkey—0.7% | | | | | | | | |
Enerjisa Enerji AS | | | 124,623 | | | | 138,527 | |
Mavi Giyim Sanayi Ve Ticaret AS, Class B* | | | 26,192 | | | | 132,740 | |
Ulker Biskuvi Sanayi AS | | | 44,209 | | | | 137,712 | |
| | | | | | | 408,979 | |
United States—1.6% | | | | | | | | |
Micron Technology, Inc.*† | | | 8,839 | | | | 402,263 | |
National Energy Services Reunited Corp.*† | | | 72,786 | | | | 548,806 | |
| | | | | | | 951,069 | |
TOTAL COMMON STOCKS (Cost $37,717,562) | | | | | | | 41,505,592 | |
PREFERRED STOCKS—3.8% | | | | | | | | |
Brazil—0.7% | | | | | | | | |
Itau Unibanco Holding SA 5.228% | | | 102,900 | | | | 446,460 | |
South Korea—3.1% | | | | | | | | |
Samsung Electronics Co., Ltd. 2.952% | | | 46,561 | | | | 1,859,951 | |
TOTAL PREFERRED STOCKS (Cost $1,716,148) | | | | | | | 2,306,411 | |
SHORT-TERM INVESTMENTS—21.9% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 13,137,380 | | | | 13,137,380 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $13,137,380) | | | | | | | 13,137,380 | |
TOTAL INVESTMENTS—94.7% (Cost $52,571,090) | | | | | | | 56,949,383 | |
| | NUMBER OF SHARES | | | VALUE | |
SECURITIES SOLD SHORT—(15.6%) | | | | | | | | |
COMMON STOCKS—(0.9%) | | | | | | | | |
Mexico—(0.3%) | | | | | | | | |
Grupo Financiero Inbursa SAB de CV | | | (267,200 | ) | | $ | (195,375 | ) |
United Kingdom—(0.6%) | | | | | | | | |
Antofagasta PLC | | | (24,671 | ) | | | (353,718 | ) |
TOTAL COMMON STOCKS (Proceeds $(527,355)) | | | | | | | (549,093 | ) |
EXCHANGE TRADED FUNDS—(14.7%) | | | | | | | | |
Hong Kong—(5.3%) | | | | | | | | |
ChinaAMC ETF Series | | | (444,600 | ) | | | (3,170,173 | ) |
Ireland—(2.5%) | | | | | | | | |
iShares MSCI EM UCITS ETF USD Dist | | | (34,483 | ) | | | (1,513,391 | ) |
United States—(6.9%) | | | | | | | | |
iShares MSCI Emerging Markets ETF | | | (66,360 | ) | | | (2,955,674 | ) |
iShares MSCI India ETF | | | (16,766 | ) | | | (559,482 | ) |
iShares MSCI South Africa ETF | | | (7,153 | ) | | | (265,877 | ) |
VanEck Vectors Russia ETF | | | (16,143 | ) | | | (366,123 | ) |
| | | | | | | (4,147,156 | ) |
TOTAL EXCHANGE TRADED FUNDS (Proceeds $(7,856,016)) | | | | | | | (8,830,720 | ) |
TOTAL SECURITIES SOLD SHORT—(15.6%) (Proceeds $(8,383,371)) | | | | | | | (9,379,813 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—20.9% | | | | | | | 12,605,938 | |
NET ASSETS—100.0% | | | | | | $ | 60,175,508 | |
ADR | — | American Depositary Receipt |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
* | — | Non-income producing. |
† | — | Security position is either entirely or partially held in a segregated account as collateral for securities sold short. |
(a) | — | The rate shown is as of August 31, 2020. |
| | |
| | Industry classifications may be different than those used for compliance monitoring purposes. |
The accompanying notes are an integral part of the financial statements.
70 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2020, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) |
Long | | | | | | | | | | | | | | | | | | | | | | | |
Austria | | | | | | | | | | | | | | | | | | | | | | | |
Erste Group Bank AG | | Goldman Sachs | | 9/15/2020 | | | -0.52 | % | | Monthly | | | 8,036 | | | $ | 195,144 | | | | $ | 672 | |
Canada | | | | | | | | | | | | | | | | | | | | | | | |
Yamana Gold Inc. | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 57,812 | | | | 358,434 | | | | | (3,535 | ) |
China | | | | | | | | | | | | | | | | | | | | | | | |
Agricultural Bank of China | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 653,000 | | | | 218,086 | | | | | (19,574 | ) |
Alibaba Group Holding Ltd. | | Goldman Sachs | | 12/31/2021 | | | 0.23 | | | Monthly | | | 18,800 | | | | 676,703 | | | | | 65,266 | |
Alibaba Group Holding Ltd. - SP ADR | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 17,355 | | | | 4,981,406 | | | | | 482,153 | |
China Construction Bank Corp., Class H | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 68,000 | | | | 47,921 | | | | | (3,683 | ) |
China Merchants Bank | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 33,500 | | | | 159,827 | | | | | (17,435 | ) |
China Shenhua Energy Co., Ltd., Class H | | Goldman Sachs | | 12/31/2021 | | | 0.23 | | | Monthly | | | 65,500 | | | | 108,769 | | | | | 226 | |
Industrial & Commercial Bank of China Ltd., Class H | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 476,000 | | | | 265,303 | | | | | (26,501 | ) |
Netdragon Websoft Holdings | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 65,000 | | | | 166,451 | | | | | (28,592 | ) |
PICC Property & Casualty Co. Ltd., Class H | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 348,000 | | | | 268,361 | | | | | (3,183 | ) |
Sinopec Engineering Group Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 345,500 | | | | 153,060 | | | | | (3,005 | ) |
Tencent Holdings Ltd. | | Goldman Sachs | | 12/31/2021 | | | 0.23 | | | Monthly | | | 35,000 | | | | 2,391,143 | | | | | 78,364 | |
| | | | | | | | | | | | | | | | | 9,437,030 | | | | | 524,036 | |
France | | | | | | | | | | | | | | | | | | | | | | | |
Total SA | | Goldman Sachs | | 9/15/2020 | | | -0.52 | | | Monthly | | | 2,557 | | | | 101,441 | | | | | 1,344 | |
Greece | | | | | | | | | | | | | | | | | | | | | | | |
Hellenic Telecommunications Organization SA | | Goldman Sachs | | 9/15/2020 | | | -0.52 | | | Monthly | | | 16,882 | | | | 275,477 | | | | | 7,375 | |
Hong Kong | | | | | | | | | | | | | | | | | | | | | | | |
Champion Real Estate Investment Trust | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 269,000 | | | | 142,178 | | | | | 1,226 | |
Fortune Real Estate Investment Trust | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 326,000 | | | | 281,602 | | | | | 10,057 | |
Hang Lung Properties | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 123,000 | | | | 346,594 | | | | | 17,204 | |
Sands China Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 205,600 | | | | 905,067 | | | | | 48,003 | |
Wynn Macau Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 239,200 | | | | 449,001 | | | | | 1,991 | |
| | | | | | | | | | | | | | | | | 2,124,442 | | | | | 78,481 | |
Macao | | | | | | | | | | | | | | | | | | | | | | | |
MGM China Holdings Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 378,000 | | | | 549,085 | | | | | 41,729 | |
Portugal | | | | | | | | | | | | | | | | | | | | | | | |
Jeronimo Martins | | Goldman Sachs | | 9/15/2020 | | | -0.52 | | | Monthly | | | 11,968 | | | | 196,957 | | | | | (2,769 | ) |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Detsky Mir PJSC | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 336,010 | | | | 528,378 | | | | | (22,572 | ) |
Novolipetsk Steel PJSC | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 140,040 | | | | 292,118 | | | | | (13,529 | ) |
Sberbank of Russia PJSC - SP ADR | | Goldman Sachs | | 12/31/2021 | | | 0.16 | | | Monthly | | | 19,980 | | | | 243,756 | | | | | (12,871 | ) |
| | | | | | | | | | | | | | | | | 1,064,252 | | | | | (48,972 | ) |
Singapore | | | | | | | | | | | | | | | | | | | | | | | |
DBR Group Holdings Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.14 | | | Monthly | | | 38,700 | | | | 593,076 | | | | | 9,992 | |
United Overseas Bank Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.14 | | | Monthly | | | 23,700 | | | | 339,830 | | | | | (1,088 | ) |
| | | | | | | | | | | | | | | | | 932,906 | | | | | 8,904 | |
South Africa | | | | | | | | | | | | | | | | | | | | | | | |
Naspers Ltd., Class N | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 9,263 | | | | 339,026 | | | | | 19,574 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 71
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) | Portfolio Of Investments (continued) |
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Hana Financial Group, Inc. | | Goldman Sachs | | 12/31/2021 | | | 0.16 | | | Monthly | | | 23,305 | | | $ | 551,565 | | | | $ | (20,101 | ) |
Posco | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 2,784 | | | | 430,952 | | | | | (42,312 | ) |
Samsung Electronics Co., Ltd. | | Goldman Sachs | | 12/31/2021 | | | 0.16 | | | Monthly | | | 24,339 | | | | 1,105,140 | | | | | (88,970 | ) |
SK Hynix Inc. | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 1,361 | | | | 86,010 | | | | | (3,745 | ) |
| | | | | | | | | | | | | | | | | 2,173,667 | | | | | (155,128 | ) |
Switzerland | | | | | | | | | | | | | | | | | | | | | | | |
Glencore PLC | | Goldman Sachs | | 12/31/2020 | | | 0.05 | | | Monthly | | | 81,726 | | | | 200,951 | | | | | 14,796 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 11,609 | | | | 920,013 | | | | | (2,016 | ) |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR | | Goldman Sachs | | 12/31/2021 | | | 0.16 | | | Monthly | | | 87,251 | | | | 1,271,691 | | | | | (13,551 | ) |
| | | | | | | | | | | | | | | | | 2,191,704 | | | | | (15,567 | ) |
Total Long | | | | | | | | | | | | | | | | | 20,140,516 | | | | | 470,940 | |
Short | | | | | | | | | | | | | | | | | | | | | | | |
Brazil | | | | | | | | | | | | | | | | | | | | | | | |
Aliansce Sonae Shopping Center | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (41,100 | ) | | $ | (197,829 | ) | | | $ | 10,198 | |
Banco Santander | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (30,700 | ) | | | (160,042 | ) | | | | 1,553 | |
Cielo SA | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (442,200 | ) | | | (370,484 | ) | | | | 19,955 | |
Hapvida Participacoes, Class E | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (11,000 | ) | | | (131,113 | ) | | | | (4,806 | ) |
Multiplan Empreendimentos | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (54,200 | ) | | | (208,252 | ) | | | | 7,715 | |
Notre Dame Intermedica Participacoes SA | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (10,800 | ) | | | (147,851 | ) | | | | (15,820 | ) |
| | | | | | | | | | | | | | | | | (1,215,571 | ) | | | | 18,795 | |
China | | | | | | | | | | | | | | | | | | | | | | | |
Air China Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (670,000 | ) | | | (460,668 | ) | | | | (13,782 | ) |
China International Capital Corp. Ltd., Class H | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (122,400 | ) | | | (290,490 | ) | | | | 11,119 | |
China Life Insurance Co., Ltd., Class H | | Goldman Sachs | | 12/31/2021 | | | 0.06 | | | Monthly | | | (105,000 | ) | | | (255,783 | ) | | | | 5,568 | |
China Southern Airlines Co. | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (1,016,000 | ) | | | (534,720 | ) | | | | (36,796 | ) |
New China Life Insurance Co., Ltd., Class H | | Goldman Sachs | | 12/31/2021 | | | 0.06 | | | Monthly | | | (113,700 | ) | | | (453,015 | ) | | | | 72,858 | |
Tsingtao Brewery Co., Ltd., Class H | | Goldman Sachs | | 12/31/2021 | | | 0.06 | | | Monthly | | | (30,000 | ) | | | (272,866 | ) | | | | (12,197 | ) |
| | | | | | | | | | | | | | | | | (2,267,542 | ) | | | | 26,770 | |
France | | | | | | | | | | | | | | | | | | | | | | | |
Edenred | | Goldman Sachs | | 9/15/2020 | | | -0.47 | | | Monthly | | | (8,634 | ) | | | (445,684 | ) | | | | (9,147 | ) |
Hong Kong | | | | | | | | | | | | | | | | | | | | | | | |
China Taiping Insurance Holdings Co., Ltd. | | Goldman Sachs | | 12/31/2021 | | | 0.06 | | | Monthly | | | (133,200 | ) | | | (211,262 | ) | | | | 45,130 | |
Fullshare Holdings | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (18,937,500 | ) | | | (436,861 | ) | | | | (47,325 | ) |
Hang Seng Bank Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (28,600 | ) | | | (449,521 | ) | | | | 994 | |
Hong Kong & China Gas Co., Ltd. | | Goldman Sachs | | 12/31/2021 | | | 0.06 | | | Monthly | | | (313,734 | ) | | | (456,168 | ) | | | | (11,750 | ) |
MTR Corp. | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (1,878 | ) | | | (9,769 | ) | | | | (17 | ) |
SJM Holdings Ltd. | | Goldman Sachs | | 12/31/2021 | | | 0.06 | | | Monthly | | | (387,000 | ) | | | (530,845 | ) | | | | (42,051 | ) |
Value Partners Group Ltd. | | Goldman Sachs | | 12/31/2021 | | | 0.06 | | | Monthly | | | (454,000 | ) | | | (207,871 | ) | | | | 8,784 | |
| | | | | | | | | | | | | | | | | (2,302,297 | ) | | | | (46,235 | ) |
Indonesia | | | | | | | | | | | | | | | | | | | | | | | |
PT Bank Mandiri TBK | | Macquarie | | 9/15/2020 | | | 0.08 | | | Monthly | | | (246,600 | ) | | | (100,835 | ) | | | | 1,258 | |
Malaysia | | | | | | | | | | | | | | | | | | | | | | | |
PPB Group Berhad | | Morgan Stanley | | 9/15/2020 | | | 0.09 | | | Monthly | | | (93,300 | ) | | | (402,295 | ) | | | | 34,267 | |
Mexico | | | | | | | | | | | | | | | | | | | | | | | |
Bacle SAB de CV | | Morgan Stanley | | 9/15/2020 | | | 0.09 | | | Monthly | | | (239,700 | ) | | | (459,420 | ) | | | | (4,736 | ) |
Grupo Televisa SAB - SP ADR | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (27,647 | ) | | | (171,964 | ) | | | | 13,824 | |
Regional SAB de CV | | Morgan Stanley | | 9/15/2020 | | | 0.09 | | | Monthly | | | (42,200 | ) | | | (105,490 | ) | | | | 3,902 | |
| | | | | | | | | | | | | | | | | (736,874 | ) | | | | 12,990 | |
The accompanying notes are an integral part of the financial statements.
72 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) | Portfolio Of Investments (continued) |
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) |
Poland | | | | | | | | | | | | | | | | | | | |
Powszechna Kasa Oszczednosci Bank Polski SA | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (69,867 | ) | | $ | (408,232 | ) | | | $ | 26,386 | |
Saudi Arabia | | | | | | | | | | | | | | | | | | | | | | | |
Alinma Bank | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (43,846 | ) | | | (181,130 | ) | | | | (1,688 | ) |
Arab National Bank | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (62,902 | ) | | | (347,999 | ) | | | | 2,195 | |
Banque Saudi Fransi | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (54,557 | ) | | | (464,618 | ) | | | | 45,586 | |
Rabigh Refining and Petroche | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (73,843 | ) | | | (280,900 | ) | | | | (18,461 | ) |
Saudi Arabian Oil Co. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (48,376 | ) | | | (458,256 | ) | | | | (24,669 | ) |
Saudi Kayan Petrochemical Co. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (201,989 | ) | | | (488,324 | ) | | | | (23,335 | ) |
| | | | | | | | | | | | | | | | | (2,221,227 | ) | | | | (20,372 | ) |
Singapore | | | | | | | | | | | | | | | | | | | | | | | |
Golden Agri-Resources | | Goldman Sachs | | 9/15/2020 | | | 0.14 | | | Monthly | | | (3,051,400 | ) | | | (324,735 | ) | | | | 8,338 | |
Sats Ltd. NPV | | Goldman Sachs | | 9/15/2020 | | | 0.14 | | | Monthly | | | (151,500 | ) | | | (333,577 | ) | | | | (9,633 | ) |
Starhub Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.14 | | | Monthly | | | (415,000 | ) | | | (371,857 | ) | | | | (5,699 | ) |
| | | | | | | | | | | | | | | | | (1,030,169 | ) | | | | (6,994 | ) |
South Africa | | | | | | | | | | | | | | | | | | | | | | | |
Tiger Brands Ltd. | | Goldman Sachs | | 9/15/2020 | | | 3.32 | | | Monthly | | | (24,734 | ) | | | (251,597 | ) | | | | 2,463 | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Amorepacific Corp. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (3,062 | ) | | | (432,185 | ) | | | | 23,983 | |
Celltrion Healthcare Co., Ltd. | | Macquarie | | 9/15/2020 | | | 0.08 | | | Monthly | | | (7,634 | ) | | | (642,804 | ) | | | | 2,596 | |
Celltrion, Inc. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (2,656 | ) | | | (662,939 | ) | | | | 18,508 | |
Dentium Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (10,899 | ) | | | (342,772 | ) | | | | 35,803 | |
Grand Korea Leisure Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (27,325 | ) | | | (272,014 | ) | | | | 16,782 | |
Korea Electric Power Corp. | | Morgan Stanley | | 9/15/2020 | | | 0.09 | | | Monthly | | | (15,318 | ) | | | (263,895 | ) | | | | 1,768 | |
Lotte Shopping Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (4,983 | ) | | | (317,963 | ) | | | | 13,462 | |
Mirae Asset Daewoo Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (72,627 | ) | | | (567,155 | ) | | | | (14,216 | ) |
Oil Corp. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (7,331 | ) | | | (347,674 | ) | | | | 29,786 | |
Paradise Co., Ltd. | | Morgan Stanley | | 12/31/2021 | | | 0.09 | | | Monthly | | | (28,309 | ) | | | (316,043 | ) | | | | 6,574 | |
Samsung BioLogics Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (1,010 | ) | | | (659,868 | ) | | | | 23,834 | |
Samsung Heavy Industries Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (77,270 | ) | | | (334,600 | ) | | | | 16,932 | |
Samsung Securities Co., Ltd. | | Morgan Stanley | | 9/15/2020 | | | 0.09 | | | Monthly | | | (13,702 | ) | | | (347,003 | ) | | | | 3,417 | |
Sillajen Inc. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (10,490 | ) | | | (106,852 | ) | | | | (339 | ) |
| | | | | | | | | | | | | | | | | (5,613,767 | ) | | | | 178,890 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Cheng Shin Rubber | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (393,000 | ) | | | (482,381 | ) | | | | 25,515 | |
China Airlines | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (1,470,000 | ) | | | (427,508 | ) | | | | (22,797 | ) |
Eclat Textile Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.10 | | | Monthly | | | (39,000 | ) | | | (514,853 | ) | | | | 2,582 | |
Far Eastone Teleco Co., Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (192,000 | ) | | | (401,342 | ) | | | | 9,447 | |
Formosa Petrochemical Corp. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (142,000 | ) | | | (396,485 | ) | | | | 13,590 | |
WPG Holdings Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (340,000 | ) | | | (476,346 | ) | | | | (35,276 | ) |
| | | | | | | | | | | | | | | | | (2,698,915 | ) | | | | (6,939 | ) |
Thailand | | | | | | | | | | | | | | | | | | | | | | | |
Airports of Thailand PCL | | Morgan Stanley | | 9/15/2020 | | | 0.09 | | | Monthly | | | (114,200 | ) | | | (206,330 | ) | | | | (3,662 | ) |
Bumrungrad Hospital | | Morgan Stanley | | 9/15/2020 | | | 0.09 | | | Monthly | | | (119,000 | ) | | | (422,944 | ) | | | | 14,951 | |
PTT Exploration & Production PCL NVDR | | Goldman Sachs | | 9/15/2020 | | | 0.08 | | | Monthly | | | (57,300 | ) | | | (164,053 | ) | | | | 4,605 | |
True Corp. PCL NVDR | | Morgan Stanley | | 9/15/2020 | | | 0.09 | | | Monthly | | | (3,747,100 | ) | | | (400,243 | ) | | | | 19,987 | |
| | | | | | | | | | | | | | | | | (1,193,570 | ) | | | | 35,881 | |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | |
HSBC Holdings PLC | | Goldman Sachs | | 9/15/2020 | | | 0.06 | | | Monthly | | | (91,200 | ) | | | (395,375 | ) | | | | 7,604 | |
Total Short | | | | | | | | | | | | | | | | | (21,283,950 | ) | | | | 255,617 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | $ | 726,557 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 73
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (FORMERLY BOSTON PARTNERS EMERGING MARKETS LONG/SHORT FUND) | Portfolio Of Investments (concluded) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Brazil | | $ | 2,960,797 | | | $ | 2,960,797 | | | $ | — | | | $ | — | |
Canada | | | 704,637 | | | | 704,637 | | | | — | | | | — | |
Chile | | | 107,672 | | | | 107,672 | | | | — | | | | — | |
China | | | 10,846,760 | | | | 3,026,491 | | | | 7,820,269 | | | | — | |
Colombia | | | 110,612 | | | | 110,612 | | | | — | | | | — | |
France | | | 274,371 | | | | — | | | | 274,371 | | | | — | |
Greece | | | 166,696 | | | | — | | | | 166,696 | | | | — | |
Hong Kong | | | 1,684,614 | | | | 743,634 | | | | 940,980 | | | | — | |
Hungary | | | 400,638 | | | | — | | | �� | 400,638 | | | | — | |
India | | | 3,870,999 | | | | 388,814 | | | | 3,482,185 | | | | — | |
Indonesia | | | 912,927 | | | | — | | | | 912,927 | | | | — | |
Ireland | | | 46,866 | | | | 46,866 | | | | — | | | | — | |
Macao | | | 2,121,701 | | | | — | | | | 2,121,701 | | | | — | |
Mexico | | | 2,311,707 | | | | 2,311,707 | | | | — | | | | — | |
Peru | | | 200,156 | | | | 200,156 | | | | — | | | | — | |
Poland | | | 499,813 | | | | — | | | | 499,813 | | | | — | |
Russia | | | 722,497 | | | | 429,708 | | | | 292,789 | | | | — | |
South Africa | | | 947,532 | | | | 240,188 | | | | 707,344 | | | | — | |
South Korea | | | 6,153,668 | | | | — | | | | 6,153,668 | | | | — | |
Taiwan | | | 5,100,881 | | | | 215,401 | | | | 4,885,480 | | | | — | |
Turkey | | | 408,979 | | | | 138,527 | | | | 270,452 | | | | — | |
United States | | | 951,069 | | | | 951,069 | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | — | |
Brazil | | | 446,460 | | | | 446,460 | | | | — | | | | — | |
South Korea | | | 1,859,951 | | | | — | | | | 1,859,951 | | | | — | |
Short-Term Investments | | | 13,137,380 | | | | 13,137,380 | | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | — | |
Equity Contracts | | | 1,413,792 | | | | 561,337 | | | | 852,455 | | | | — | |
Total Assets | | $ | 58,363,175 | | | $ | 26,721,456 | | | $ | 31,641,719 | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | — | |
Mexico | | $ | (195,375 | ) | | $ | (195,375 | ) | | $ | — | | | $ | — | |
United Kingdom | | | (353,718 | ) | | | — | | | | (353,718 | ) | | | — | |
Exchange Traded Funds | | | | | | | | | | | | | | | — | |
Hong Kong | | | (3,170,173 | ) | | | — | | | | (3,170,173 | ) | | | — | |
Ireland | | | (1,513,391 | ) | | | — | | | | (1,513,391 | ) | | | — | |
United States | | | (4,147,156 | ) | | | (4,147,156 | ) | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | — | |
Equity Contracts | | | (687,235 | ) | | | (43,785 | ) | | | (643,450 | ) | | | — | |
Total Liabilities | | $ | (10,067,048 | ) | | $ | (4,386,316 | ) | | $ | (5,680,732 | ) | | $ | | |
The accompanying notes are an integral part of the financial statements.
74 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—85.5% | | | | | | | | |
Brazil—4.7% | | | | | | | | |
Ambev SA - ADR* | | | 26,880 | | | $ | 60,480 | |
Cia Brasileira de Distribuicao | | | 5,300 | | | | 61,915 | |
Localiza Rent a Car SA | | | 14,600 | | | | 129,304 | |
Pagseguro Digital Ltd., Class A* | | | 1,514 | | | | 63,800 | |
Petroleo Brasileiro SA - SP ADR | | | 14,581 | | | | 119,127 | |
Vasta Platform Ltd.* | | | 11,316 | | | | 177,774 | |
Vivara Participacoes SA* | | | 38,500 | | | | 164,583 | |
| | | | | | | 776,983 | |
Canada—1.1% | | | | | | | | |
Kinross Gold Corp.* | | | 21,021 | | | | 186,666 | |
Chile—0.1% | | | | | | | | |
Geopark Ltd.* | | | 2,688 | | | | 23,977 | |
China—31.2% | | | | | | | | |
21Vianet Group, Inc.- ADR* | | | 4,650 | | | | 107,927 | |
Agricultural Bank of China Ltd., Class H | | | 166,000 | | | | 55,440 | |
Alibaba Group Holding Ltd.* | | | 6,700 | | | | 241,166 | |
Alibaba Group Holding Ltd. - SP ADR* | | | 4,394 | | | | 1,261,210 | |
China Construction Bank Corp., Class H | | | 387,000 | | | | 272,724 | |
China Meidong Auto Holdings Ltd. | | | 106,000 | | | | 358,167 | |
China Vanke Co., Ltd., Class H | | | 7,800 | | | | 24,212 | |
CIFI Holdings Group Co., Ltd. | | | 59,604 | | | | 50,663 | |
ENN Energy Holdings Ltd. | | | 6,900 | | | | 76,452 | |
Industrial & Commercial Bank of China Ltd., Class H | | | 144,000 | | | | 80,260 | |
Lomon Billions Group Co., Ltd., Class A | | | 24,100 | | | | 82,487 | |
Longfor Group Holdings Ltd. | | | 10,500 | | | | 55,550 | |
Momo, Inc. - SP ADR | | | 2,446 | | | | 49,898 | |
Muyuan Foodstuff Co., Ltd., Class A | | | 29,490 | | | | 377,563 | |
NetEase, Inc. - ADR | | | 535 | | | | 260,657 | |
Ping An Insurance Group Co. of China Ltd., Class H | | | 26,958 | | | | 287,815 | |
Sinopec Engineering Group Co., Ltd., Class H | | | 90,000 | | | | 39,871 | |
Tencent Holdings Ltd. | | | 13,300 | | | | 908,634 | |
Trip.com Group Ltd. - ADR | | | 8,857 | | | | 267,836 | |
Vipshop Holdings Ltd. - ADR* | | | 7,344 | | | | 121,250 | |
Zhongsheng Group Holdings Ltd. | | | 27,000 | | | | 168,385 | |
| | | | | | | 5,148,167 | |
Colombia—0.2% | | | | | | | | |
Ecopetrol SA | | | 49,368 | | | | 28,900 | |
France—0.4% | | | | | | | | |
TOTAL SA | | | 1,845 | | | | 73,195 | |
Greece—0.3% | | | | | | | | |
JUMBO SA | | | 2,458 | | | | 42,695 | |
Hong Kong—4.0% | | | | | | | | |
AIA Group Ltd. | | | 7,048 | | | | 72,205 | |
Champion REIT | | | 71,000 | | | | 37,526 | |
China Overseas Land & Investment Ltd. | | | 9,000 | | | | 26,032 | |
Fortune Real Estate Investment Trust | | | 89,000 | | | | 76,879 | |
Hang Lung Properties Ltd. | | | 32,000 | | | | 90,171 | |
Melco Resorts & Entertainment Ltd. - ADR* | | | 10,022 | | | | 195,630 | |
Swire Properties Ltd. | | | 57,200 | | | | 154,828 | |
| | | | | | | 653,271 | |
| | NUMBER OF SHARES | | | VALUE | |
Hungary—0.7% | | | | | | |
OTP Bank PLC | | | 3,267 | | | $ | 110,027 | |
India—6.1% | | | | | | | | |
Bandhan Bank Ltd.* | | | 29,461 | | | | 122,596 | |
Bharti Airtel Ltd. | | | 36,054 | | | | 251,313 | |
Gujarat State Petronet Ltd. | | | 14,316 | | | | 39,611 | |
HDFC Bank Ltd. - ADR | | | 1,993 | | | | 98,853 | |
HDFC Bank Ltd. | | | 13,229 | | | | 200,738 | |
Indraprastha Gas Ltd. | | | 9,672 | | | | 51,800 | |
Mahanagar Gas Ltd. | | | 3,222 | | | | 41,662 | |
Reliance Industries Ltd. | | | 2,515 | | | | 71,035 | |
Tech Mahindra Ltd. | | | 13,451 | | | | 135,474 | |
| | | | | | | 1,013,082 | |
Indonesia—1.5% | | | | | | | | |
Bank Central Asia Tbk PT | | | 33,300 | | | | 71,727 | |
Indah Kiat Pulp & Paper Corp. Tbk PT | | | 21,400 | | | | 13,654 | |
Indofood Sukses Makmur Tbk PT | | | 301,800 | | | | 157,894 | |
| | | | | | | 243,275 | |
Ireland—0.1% | | | | | | | | |
Kenmare Resources PLC | | | 3,924 | | | | 12,327 | |
Macao—4.3% | | | | | | | | |
MGM China Holdings Ltd. | | | 102,000 | | | | 148,166 | |
Sands China Ltd. | | | 74,000 | | | | 325,754 | |
Wynn Macau Ltd. | | | 127,600 | | | | 239,517 | |
| | | | | | | 713,437 | |
Mexico—3.7% | | | | | | | | |
Coca-Cola Femsa SAB de CV - SP ADR | | | 634 | | | | 26,495 | |
Concentradora Fibra Danhos SA de CV | | | 51,400 | | | | 48,623 | |
Fomento Economico Mexicano SAB de CV - SP ADR | | | 4,582 | | | | 267,268 | |
Grupo Financiero Banorte SAB de CV | | | 9,400 | | | | 32,304 | |
Industrias Bachoco SAB de CV, Class B | | | 19,400 | | | | 61,360 | |
Macquarie Mexico Real Estate Management SA de CV | | | 153,100 | | | | 178,134 | |
| | | | | | | 614,184 | |
Peru—0.3% | | | | | | | | |
Credicorp Ltd. | | | 386 | | | | 50,365 | |
Poland—0.8% | | | | | | | | |
PLAY Communications SA | | | 15,303 | | | | 126,824 | |
Russia—1.5% | | | | | | | | |
Sberbank of Russia PJSC - SP ADR | | | 14,517 | | | | 177,107 | |
Tatneft PJSC | | | 10,713 | | | | 78,878 | |
| | | | | | | 255,985 | |
Singapore—1.5% | | | | | | | | |
DBS Group Holdings Ltd. | | | 10,100 | | | | 154,782 | |
United Overseas Bank Ltd. | | | 6,100 | | | | 87,467 | |
| | | | | | | 242,249 | |
South Africa—2.0% | | | | | | | | |
Capitec Bank Holdings Ltd. | | | 875 | | | | 42,969 | |
Distell Group Holdings Ltd. | | | 6,117 | | | | 26,036 | |
Naspers Ltd. | | | 342 | | | | 62,359 | |
Naspers Ltd. - SP ADR | | | 2,355 | | | | 86,193 | |
Oceana Group Ltd. | | | 16,578 | | | | 61,535 | |
PSG Group Ltd. | | | 6,253 | | | | 16,449 | |
SPAR Group Ltd., (The) | | | 3,691 | | | | 35,155 | |
| | | | | | | 330,696 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 75
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments (CONTINUED) |
| | NUMBER OF SHARES | | | VALUE | |
South Korea—7.6% | | | | | | | | |
GS Retail Co., Ltd. | | | 2,523 | | | $ | 69,878 | |
Hana Financial Group, Inc. | | | 6,112 | | | | 144,654 | |
Innocean Worldwide | | | 444 | | | | 20,539 | |
KB Financial Group, Inc. | | | 4,111 | | | | 127,546 | |
Kia Motors Corp. | | | 993 | | | | 35,317 | |
Samsung Electronics Co., Ltd. | | | 9,756 | | | | 442,983 | |
SK Hynix, Inc. | | | 5,992 | | | | 378,671 | |
Spigen Korea Co., Ltd. | | | 697 | | | | 40,694 | |
| | | | | | | 1,260,282 | |
Taiwan—11.2% | | | | | | | | |
Chenbro Micom Co., Ltd. | | | 31,000 | | | | 96,596 | |
Chicony Electronics Co., Ltd. | | | 41,000 | | | | 123,684 | |
Chicony Power Technology Co., Ltd. | | | 37,000 | | | | 93,260 | |
ChipMOS Technologies, Inc. | | | 15,000 | | | | 14,886 | |
Global Mixed Mode Technology, Inc. | | | 24,000 | | | | 124,272 | |
ITEQ Corp. | | | 10,000 | | | | 40,819 | |
Johnson Health Tech Co., Ltd. | | | 18,000 | | | | 47,078 | |
Lotes Co., Ltd. | | | 9,000 | | | | 131,087 | |
Radiant Opto-Electronics Corp. | | | 33,000 | | | | 121,180 | |
Simplo Technology Co., Ltd. | | | 14,000 | | | | 159,623 | |
Taiwan PCB Techvest Co., Ltd. | | | 25,000 | | | | 36,124 | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 16,000 | | | | 233,201 | |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR | | | 3,875 | | | | 307,094 | |
Taiwan Union Technology Corp. | | | 21,000 | | | | 85,099 | |
Wiwynn Corp. | | | 9,000 | | | | 240,075 | |
| | | | | | | 1,854,078 | |
Turkey—0.6% | | | | | | | | |
Enerjisa Enerji AS | | | 32,772 | | | | 36,428 | |
Mavi Giyim Sanayi Ve Ticaret AS, Class B* | | | 6,710 | | | | 34,006 | |
Ulker Biskuvi Sanayi AS | | | 11,625 | | | | 36,212 | |
| | | | | | | 106,646 | |
United States—1.6% | | | | | | | | |
Micron Technology, Inc.* | | | 2,323 | | | | 105,720 | |
National Energy Services Reunited Corp.* | | | 19,987 | | | | 150,702 | |
| | | | | | | 256,422 | |
TOTAL COMMON STOCKS (Cost $12,568,299) | | | | | | | 14,123,733 | |
| | NUMBER OF SHARES | | | VALUE | |
PREFERRED STOCKS—3.7% | | | | | | |
Brazil—0.7% | | | | | | |
Itau Unibanco Holding SA 5.228% | | | 27,500 | | | $ | 119,316 | |
South Korea—3.0% | | | | | | | | |
Samsung Electronics Co., Ltd. 2.952% | | | 12,241 | | | | 488,986 | |
TOTAL PREFERRED STOCKS (Cost $550,004) | | | | | | | 608,302 | |
SHORT-TERM INVESTMENTS—10.7% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 1,764,372 | | | | 1,764,372 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $1,764,372) | | | | | | | 1,764,372 | |
TOTAL INVESTMENTS—99.9% (Cost $14,882,675) | | | | | | | 16,496,407 | |
OTHER ASSETS IN EXCESS OF LIABILITIES—0.1% | | | | | | | 11,778 | |
NET ASSETS—100.0% | | | | | | $ | 16,508,185 | |
ADR | — | American Depositary Receipt |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
* | — | Non-income producing. |
(a) | — | The rate shown is as of August 31, 2020. |
| | |
| | Industry classifications may be different than those used for compliance monitoring purposes |
The accompanying notes are an integral part of the financial statements.
76 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments (CONTINUED) |
Contracts For Difference held by the Fund at August 31, 2020, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) |
Long | | | | | | | | | | | | | | | | | | | |
Austria | | | | | | | | | | | | | | | | | | | |
Erste Group Bank AG | | Goldman Sachs | | 9/15/2020 | | | -0.52 | % | | Monthly | | | 2,111 | | | $ | 51,263 | | | | $ | 177 | |
Chile | | | | | | | | | | | | | | | | | | | | | | | |
Sociedad Quimica Minera | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 149 | | | | 4,673 | | | | | (175 | ) |
China | | | | | | | | | | | | | | | | | | | | | | | |
China Construction Bank Corp., Class H | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 19,000 | | | | 13,390 | | | | | (1,029 | ) |
China Merchants Bank, Class H | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 8,500 | | | | 40,553 | | | | | (4,424 | ) |
China Shenhua Energy Co., Class H | | Goldman Sachs | | 12/31/2021 | | | 0.23 | | | Monthly | | | 17,500 | | | | 29,060 | | | | | 59 | |
Industrial & Commercial Bank of China Ltd., Class H | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 130,000 | | | | 72,457 | | | | | (7,239 | ) |
Netdragon Websoft Holdings | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 16,500 | | | | 42,253 | | | | | (7,259 | ) |
PICC Property & Casualty | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 90,000 | | | | 69,404 | | | | | (828 | ) |
| | | | | | | | | | | | | | | | | 267,117 | | | | | (20,720 | ) |
France | | | | | | | | | | | | | | | | | | | | | | | |
Total SA | | Goldman Sachs | | 9/15/2020 | | | -0.52 | | | Monthly | | | 671 | | | | 26,620 | | | | | 353 | |
Greece | | | | | | | | | | | | | | | | | | | | | | | |
Hellenic Telecommunications Organization | | Goldman Sachs | | 9/15/2020 | | | -0.52 | | | Monthly | | | 4,283 | | | | 69,889 | | | | | 1,865 | |
Macao | | | | | | | | | | | | | | | | | | | | | | | |
Sands China Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 55,600 | | | | 244,756 | | | | | 12,977 | |
Wynn Macau Ltd. | | Goldman Sachs | | 9/15/2020 | | | 0.23 | | | Monthly | | | 68,400 | | | | 128,393 | | | | | 567 | |
| | | | | | | | | | | | | | | | | 373,149 | | | | | 13,544 | |
Portugal | | | | | | | | | | | | | | | | | | | | | | | |
Jeronimo Martins | | Goldman Sachs | | 9/15/2020 | | | -0.52 | | | Monthly | | | 3,079 | | | | 50,671 | | | | | (712 | ) |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Detsky Mir PJSC | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 90,520 | | | | 142,343 | | | | | (6,086 | ) |
Novolipetsk Steel PJSC | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 36,220 | | | | 75,554 | | | | | (3,500 | ) |
| | | | | | | | | | | | | | | | | 217,897 | | | | | (9,586 | ) |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Posco | | Goldman Sachs | | 9/15/2020 | | | 0.16 | | | Monthly | | | 722 | | | | 111,763 | | | | | (10,938 | ) |
Switzerland | | | | | | | | | | | | | | | | | | | | | | | |
Glencore PLC | | Goldman Sachs | | 12/31/2020 | | | 0.05 | | | Monthly | | | 21,492 | | | | 52,845 | | | | | 3,890 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR | | Goldman Sachs | | 12/31/2021 | | | 0.16 | | | Monthly | | | 7,000 | | | | 102,025 | | | | | (1,116 | ) |
Total Long | | | | | | | | | | | | | | | | | 1,327,912 | | | | | (23,418 | ) |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | | | | | $ | (23,418 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 77
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments (CONCLUDED) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Brazil | | $ | 776,983 | | | $ | 776,983 | | | $ | — | | | $ | — | |
Canada | | | 186,666 | | | | 186,666 | | | | — | | | | — | |
Chile | | | 23,977 | | | | 23,977 | | | | — | | | | — | |
China | | | 5,148,167 | | | | 2,068,778 | | | | 3,079,389 | | | | — | |
Colombia | | | 28,900 | | | | 28,900 | | | | — | | | | — | |
France | | | 73,195 | | | | — | | | | 73,195 | | | | — | |
Greece | | | 42,695 | | | | — | | | | 42,695 | | | | — | |
Hong Kong | | | 653,271 | | | | 195,630 | | | | 457,641 | | | | — | |
Hungary | | | 110,027 | | | | — | | | | 110,027 | | | | — | |
India | | | 1,013,082 | | | | 98,853 | | | | 914,229 | | | | — | |
Indonesia | | | 243,275 | | | | — | | | | 243,275 | | | | — | |
Ireland | | | 12,327 | | | | 12,327 | | | | — | | | | — | |
Macao | | | 713,437 | | | | — | | | | 713,437 | | | | — | |
Mexico | | | 614,184 | | | | 614,184 | | | | — | | | | — | |
Peru | | | 50,365 | | | | 50,365 | | | | — | | | | — | |
Poland | | | 126,824 | | | | — | | | | 126,824 | | | | — | |
Russia | | | 255,985 | | | | 177,107 | | | | 78,878 | | | | — | |
Singapore | | | 242,249 | | | | — | | | | 242,249 | | | | — | |
South Africa | | | 330,696 | | | | 147,728 | | | | 182,968 | | | | — | |
South Korea | | | 1,260,282 | | | | — | | | | 1,260,282 | | | | — | |
Taiwan | | | 1,854,078 | | | | 307,094 | | | | 1,546,984 | | | | — | |
Turkey | | | 106,646 | | | | 36,428 | | | | 70,218 | | | | — | |
United States | | | 256,422 | | | | 256,422 | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | |
Brazil | | | 119,316 | | | | 119,316 | | | | — | | | | — | |
South Korea | | | 488,986 | | | | — | | | | 488,986 | | | | — | |
Short-Term Investments | | | 1,764,372 | | | | 1,764,372 | | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 19,888 | | | | — | | | | 19,888 | | | | — | |
Total Assets | | $ | 16,516,295 | | | $ | 6,865,130 | | | $ | 9,651,165 | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | | TOTAL | | | | LEVEL 1 | | | | LEVEL 2 | | | | LEVEL 3 | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (43,306 | ) | | $ | (175 | ) | | $ | (43,131 | ) | | $ | — | |
Total Liabilities | | $ | (43,306 | ) | | $ | (175 | ) | | $ | (43,131 | ) | | $ | — | |
The accompanying notes are an integral part of the financial statements.
78 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—77.7% | | | | | | | | |
Austria—0.2% | | | | | | | | |
Andritz AG | | | 2,404 | | | $ | 80,411 | |
Bermuda—1.6% | | | | | | | | |
Axis Capital Holdings Ltd. | | | 3,113 | | | | 148,677 | |
Everest Re Group Ltd. | | | 1,809 | | | | 398,125 | |
| | | | | | | 546,802 | |
Brazil—0.3% | | | | | | | | |
JBS SA | | | 22,800 | | | | 93,139 | |
Canada—0.9% | | | | | | | | |
Barrick Gold Corp. | | | 5,908 | | | | 175,018 | |
Yamana Gold, Inc. | | | 22,677 | | | | 140,598 | |
| | | | | | | 315,616 | |
Denmark—0.3% | | | | | | | | |
FLSmidth & Co., A/S | | | 4,053 | | | | 117,044 | |
France—7.8% | | | | | | | | |
Accor SA | | | 4,379 | | | | 134,233 | |
AXA SA | | | 6,965 | | | | 142,114 | |
Capgemini SA | | | 4,155 | | | | 576,373 | |
Cie Generale des Etablissements Michelin SCA | | | 1,966 | | | | 222,667 | |
Eiffage SA | | | 3,534 | | | | 325,000 | |
Peugeot SA | | | 19,060 | | | | 328,605 | |
Sanofi | | | 4,142 | | | | 419,536 | |
Total SA | | | 8,458 | | | | 335,545 | |
Vinci SA | | | 1,670 | | | | 156,464 | |
Vivendi SA | | | 3,848 | | | | 109,551 | |
| | | | | | | 2,750,088 | |
Germany—4.7% | | | | | | | | |
Bayer AG, Registered Shares | | | 4,528 | | | | 301,165 | |
Brenntag AG | | | 4,181 | | | | 261,966 | |
Deutsche Telekom AG | | | 10,067 | | | | 177,451 | |
HeidelbergCement AG | | | 2,175 | | | | 137,986 | |
Rheinmetall AG | | | 3,555 | | | | 329,563 | |
Siemens AG | | | 3,146 | | | | 435,926 | |
| | | | | | | 1,644,057 | |
Greece—0.5% | | | | | | | | |
Hellenic Telecommunications | | | | | | | | |
Organization SA | | | 9,797 | | | | 159,865 | |
Ireland—1.2% | | | | | | | | |
CRH PLC | | | 11,459 | | | | 427,641 | |
Italy—0.6% | | | | | | | | |
Leonardo SpA | | | 30,332 | | | | 205,211 | |
Japan—6.7% | | | | | | | | |
Fuji Corp. | | | 14,600 | | | | 262,138 | |
Fuji Electric Co., Ltd. | | | 1,700 | | | | 53,036 | |
Hitachi Ltd. | | | 7,800 | | | | 259,494 | |
KDDI Corp. | | | 11,500 | | | | 334,281 | |
Kurita Water Industries Ltd. | | | 4,500 | | | | 140,935 | |
NEC Corp. | | | 2,600 | | | | 137,283 | |
Sony Corp. | | | 8,200 | | | | 642,096 | |
Sumitomo Mitsui Financial | | | | | | | | |
Group, Inc. | | | 4,300 | | | | 126,442 | |
Taiyo Yuden Co., Ltd. | | | 6,800 | | | | 182,945 | |
Tokyo Electron Ltd. | | | 400 | | | | 102,603 | |
Zenkoku Hosho Co., Ltd. | | | 2,600 | | | | 91,999 | |
| | | | | | | 2,333,252 | |
| | NUMBER OF SHARES | | | VALUE | |
Netherlands—2.8% | | | | | | | | |
Aalberts NV | | | 2,676 | | | $ | 100,718 | |
ING Groep NV | | | 27,618 | | | | 225,419 | |
Koninklijke Ahold NV | | | 4,513 | | | | 135,777 | |
NXP Semiconductors NV | | | 2,125 | | | | 267,240 | |
Royal Dutch Shell PLC, Class A | | | 16,250 | | | | 239,195 | |
| | | | | | | 968,349 | |
Norway—0.4% | | | | | | | | |
Yara International ASA | | | 3,140 | | | | 131,555 | |
Singapore—1.1% | | | | | | | | |
DBS Group Holdings Ltd. | | | 13,200 | | | | 202,289 | |
United Overseas Bank Ltd. | | | 12,800 | | | | 183,537 | |
| | | | | | | 385,826 | |
South Korea—2.1% | | | | | | | | |
GS Retail Co., Ltd. | | | 3,787 | | | | 104,887 | |
KB Financial Group, Inc. | | | 5,832 | | | | 180,941 | |
KT Corp. - SP ADR | | | 24,127 | | | | 237,410 | |
Samsung Electronics Co., Ltd. | | | 2,890 | | | | 131,224 | |
SK Hynix, Inc. | | | 1,482 | | | | 93,656 | |
| | | | | | | 748,118 | |
Sweden—0.7% | | | | | | | | |
Husqvarna AB | | | 10,106 | | | | 110,038 | |
Sandvik AB | | | 6,725 | | | | 132,420 | |
| | | | | | | 242,458 | |
Switzerland—3.9% | | | | | | | | |
Glencore PLC | | | 76,209 | | | | 187,386 | |
Novartis AG | | | 4,979 | | | | 429,125 | |
Roche Holding AG | | | 578 | | | | 202,195 | |
STMicroelectronics NV | | | 8,744 | | | | 264,462 | |
UBS Group AG | | | 24,438 | | | | 297,297 | |
| | | | | | | 1,380,465 | |
United Kingdom—6.8% | | | | | | | | |
BAE Systems PLC | | | 55,798 | | | | 387,356 | |
BP PLC | | | 52,675 | | | | 183,772 | |
Direct Line Insurance Group PLC | | | 78,519 | | | | 310,309 | |
Howden Joinery Group PLC | | | 15,643 | | | | 116,856 | |
Inchcape PLC | | | 31,852 | | | | 214,571 | |
Nomad Foods Ltd.* | | | 9,821 | | | | 242,186 | |
Persimmon PLC | | | 6,868 | | | | 238,652 | |
Redrow PLC | | | 33,174 | | | | 200,782 | |
Smith & Nephew PLC | | | 6,778 | | | | 136,785 | |
Tesco PLC | | | 107,372 | | | | 313,553 | |
WH Smith PLC | | | 2,041 | | | | 32,140 | |
| | | | | | | 2,376,962 | |
United States—35.1% | | | | | | | | |
Allstate Corp., (The) | | | 4,315 | | | | 401,295 | |
American Express Co. | | | 2,593 | | | | 263,423 | |
American International Group, Inc. | | | 5,243 | | | | 152,781 | |
Anthem, Inc. | | | 1,391 | | | | 391,594 | |
Applied Materials, Inc. | | | 4,051 | | | | 249,542 | |
AutoZone, Inc.* | | | 207 | | | | 247,636 | |
Bank of America Corp. | | | 6,384 | | | | 164,324 | |
Berkshire Hathaway, Inc., Class B* | | | 1,162 | | | | 253,363 | |
Cigna Corp. | | | 2,790 | | | | 494,862 | |
Cisco Systems, Inc. | | | 2,647 | | | | 111,756 | |
Citigroup, Inc. | | | 4,572 | | | | 233,721 | |
Corteva, Inc. | | | 4,840 | | | | 138,182 | |
CVS Health Corp. | | | 7,031 | | | | 436,766 | |
Diamondback Energy, Inc. | | | 2,229 | | | | 86,842 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 79
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
Dick’s Sporting Goods, Inc.* | | | 2,499 | | | $ | 135,246 | |
DuPont de Nemours, Inc. | | | 9,440 | | | | 526,374 | |
Eaton Corp. PLC | | | 3,712 | | | | 378,995 | |
Goldman Sachs Group Inc., (The) | | | 1,353 | | | | 277,189 | |
Graphic Packaging Holding Co. | | | 15,185 | | | | 212,286 | |
Harley-Davidson, Inc. | | | 2,182 | | | | 60,463 | |
Honeywell International, Inc. | | | 1,417 | | | | 234,584 | |
Huntington Bancshares Inc. | | | 26,556 | | | | 249,892 | |
ITT, Inc. | | | 3,414 | | | | 214,433 | |
JPMorgan Chase & Co. | | | 3,741 | | | | 374,811 | |
KeyCorp | | | 20,049 | | | | 247,004 | |
Laboratory Corp. of America Holdings* | | | 1,124 | | | | 197,543 | |
LKQ Corp.* | | | 5,975 | | | | 189,647 | |
Lowe’s Cos., Inc. | | | 1,264 | | | | 208,168 | |
MasTec, Inc.* | | | 4,430 | | | | 204,710 | |
McKesson Corp. | | | 1,073 | | | | 164,641 | |
Medtronic PLC | | | 3,078 | | | | 330,793 | |
Merck & Co, Inc. | | | 4,931 | | | | 420,466 | |
Micron Technology, Inc.* | | | 4,210 | | | | 191,597 | |
Mosaic Co., (The) | | | 10,373 | | | | 189,100 | |
Newmont Goldcorp Corp. | | | 1,958 | | | | 131,734 | |
Nexstar Media Group, Inc., Class A | | | 1,461 | | | | 140,271 | |
NVR, Inc.* | | | 48 | | | | 200,080 | |
Oracle Corp. | | | 4,222 | | | | 241,583 | |
Owens Corning | | | 6,627 | | | | 448,250 | |
Pfizer, Inc. | | | 6,826 | | | | 257,955 | |
PPG Industries, Inc. | | | 944 | | | | 113,658 | |
Raytheon Technologies Corp. | | | 1,914 | | | | 116,754 | |
Science Applications International Corp. | | | 4,229 | | | | 352,952 | |
SYNNEX Corp. | | | 2,796 | | | | 355,511 | |
TE Connectivity Ltd. | | | 2,801 | | | | 270,577 | |
Textron, Inc. | | | 4,958 | | | | 195,494 | |
Tyson Foods, Inc., Class A | | | 2,169 | | | | 136,213 | |
Valvoline, Inc. | | | 4,884 | | | | 99,634 | |
Vistra Energy Corp. | | | 22,404 | | | | 430,829 | |
Zimmer Biomet Holdings, Inc. | | | 1,078 | | | | 151,869 | |
| | | | | | | 12,277,393 | |
TOTAL COMMON STOCKS (Cost $24,962,973) | | | | | | | 27,184,252 | |
| | NUMBER OF SHARES | | | VALUE | |
PREFERRED STOCKS—0.7% | | | | | | | | |
Brazil—0.3% | | | | | | | | |
Petroleo Brasileiro SA 2.767% | | | 24,500 | | | $ | 98,698 | |
South Korea—0.4% | | | | | | | | |
Samsung Electronics Co., Ltd. 2.952% | | | 3,931 | | | | 157,030 | |
TOTAL PREFERRED STOCKS (Cost $258,123) | | | | | | | 255,728 | |
INVESTMENT COMPANY—20.4% | | | | | | | | |
United States—20.4% | | | | | | | | |
Campbell Advantage Fund | | | 1,214,956 | | | | 7,143,942 | |
TOTAL INVESTMENT COMPANY (Cost $7,599,686) | | | | | | | 7,143,942 | |
SHORT-TERM INVESTMENTS—1.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05%*(a) | | 496,389 | | | | 496,389 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $496,389) | | | | | | | 496,389 | |
TOTAL INVESTMENTS—100.2% (Cost $33,317,171) | | | | | | | 35,080,311 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(0.2)% | | | | | | | (43,409 | ) |
NET ASSETS—100.0% | | | | | | $ | 35,036,902 | |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
* | — | Non-income producing. |
(a) | — | The rate shown is as of August 31, 2020. |
| | |
| | Industry classifications may be different than those used for compliance monitoring purposes |
The accompanying notes are an integral part of the financial statements.
80 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND | Portfolio Of Investments (concluded) |
A summary of the inputs used to value the Fund’s investments carried at fair value as of August 31, 2020 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Austria | | $ | 80,411 | | | $ | — | | | $ | 80,411 | | | $ | — | |
Bermuda | | | 546,802 | | | | 546,802 | | | | — | | | | — | |
Brazil | | | 93,139 | | | | 93,139 | | | | — | | | | — | |
Canada | | | 315,616 | | | | 315,616 | | | | — | | | | — | |
Denmark | | | 117,044 | | | | — | | | | 117,044 | | | | — | |
France | | | 2,750,088 | | | | — | | | | 2,750,088 | | | | — | |
Germany | | | 1,644,057 | | | | — | | | | 1,644,057 | | | | — | |
Greece | | | 159,865 | | | | — | | | | 159,865 | | | | — | |
Ireland | | | 427,641 | | | | — | | | | 427,641 | | | | — | |
Italy | | | 205,211 | | | | — | | | | 205,211 | | | | — | |
Japan | | | 2,333,252 | | | | — | | | | 2,333,252 | | | | — | |
Netherlands | | | 968,349 | | | | 267,240 | | | | 701,109 | | | | — | |
Norway | | | 131,555 | | | | — | | | | 131,555 | | | | — | |
Singapore | | | 385,826 | | | | — | | | | 385,826 | | | | — | |
South Korea | | | 748,118 | | | | 237,410 | | | | 510,708 | | | | — | |
Sweden | | | 242,458 | | | | — | | | | 242,458 | | | | — | |
Switzerland | | | 1,380,465 | | | | — | | | | 1,380,465 | | | | — | |
United Kingdom | | | 2,376,962 | | | | 242,186 | | | | 2,134,776 | | | | — | |
United States | | | 12,277,393 | | | | 12,277,393 | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | |
Brazil | | | 98,698 | | | | 98,698 | | | | — | | | | | |
South Korea | | | 157,030 | | | | — | | | | 157,030 | | | | — | |
Investment Company | | | | | | | | | | | | | | | | |
United States | | | 7,143,942 | | | | 7,143,942 | | | | — | | | | — | |
Short-Term Investments | | | 496,389 | | | | 496,389 | | | | — | | | | — | |
Total Assets | | $ | 35,080,311 | | | $ | 21,718,815 | | | $ | 13,361,496 | | | $ | — | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 81
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
STATEMENTS OF ASSETS AND LIABILITIES | |
| | Boston | | | Boston | | | Boston | | | Boston | |
| | Partners | | | Partners | | | Partners | | | Partners | |
| | Small Cap | | | Long/Short | | | Long/Short | | | All-Cap | |
| | Value Fund II | | | Equity Fund | | | Research Fund | | | Value Fund | |
ASSETS | | | | | | | | | | | | | | | | |
Investments in securities, at value †^ | | $ | 569,202,415 | | | $ | 78,032,711 | | | $ | 1,103,571,300 | | | $ | 1,264,941,855 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | 53,885,936 | | | | 7,775,760 | | | | — | | | | 103,029,868 | |
Short-term investments, at value ** | | | 11,276,492 | | | | 5,093,061 | | | | — | | | | 17,069,178 | |
Cash | | | — | | | | — | | | | — | | | | — | |
Foreign currency, at value# | | | — | | | | — | | | | — | | | | — | |
Receivables | | | | | | | | | | | | | | | | |
Investments sold | | | — | | | | 144,682 | | | | 12,563,842 | | | | — | |
Foreign currency deposits with brokers for securities sold short # | | | — | | | | 3,132,121 | | | | 104,169,242 | | | | — | |
Deposits with brokers for contracts for difference | | | — | | | | — | | | | 1,417,565 | | | | — | |
Deposits with brokers for securities sold short | | | — | | | | 19,888,880 | | | | 436,696,466 | | | | — | |
Capital shares sold | | | 244,664 | | | | 15,173 | | | | 309,797 | | | | 743,760 | |
Dividends and interest | | | 643,121 | | | | 131,899 | | | | 3,004,772 | | | | 2,116,048 | |
Due from prime broker | | | — | | | | 25,593 | | | | — | | | | — | |
Due from adviser | | | — | | | | — | | | | — | | | | — | |
Unrealized appreciation on contracts for difference ◊ | | | — | | | | — | | | | 587,719 | | | | — | |
Prepaid expenses and other assets | | | 54,687 | | | | 17,752 | | | | 89,531 | | | | 75,762 | |
Total assets | | | 635,307,315 | | | | 114,257,632 | | | | 1,662,410,234 | | | | 1,387,976,471 | |
LIABILITIES | | | | | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | — | | | | 22,270,499 | | | | 531,281,778 | | | | — | |
Options written, at value +◊ | | | — | | | | 640,310 | | | | — | | | | — | |
Foreign currency overdraft | | | — | | | | — | | | | — | | | | — | |
Payables | | | | | | | | | | | | | | | | |
Securities lending collateral (Note 8) | | | 53,885,936 | | | | 7,775,760 | | | | — | | | | 103,029,868 | |
Investments purchased | | | 19,379 | | | | — | | | | 15,710,719 | | | | 7,871,263 | |
Capital shares redeemed | | | 364,141 | | | | 21,831 | | | | 4,859,094 | | | | 1,613,565 | |
Due to prime broker | | | — | | | | — | | | | — | | | | — | |
Investment advisory fees | | | 460,302 | | | | 126,940 | | | | 1,200,489 | | | | 868,571 | |
Custodian fees | | | 3,531 | | | | 32,755 | | | | 55,557 | | | | 17,273 | |
Distribution and service fees | | | 96,090 | | | | 9,784 | | | | 2,659 | | | | 77,264 | |
Dividends on securities sold short | | | — | | | | — | | | | 1,067,960 | | | | — | |
Administration and accounting fees | | | 43,361 | | | | 25,842 | | | | 231,198 | | | | 112,875 | |
Transfer agent fees | | | 44,733 | | | | 37,501 | | | | 342,714 | | | | 125,916 | |
Unrealized depreciation on contracts for difference ◊ | | | — | | | | — | | | | 110,160 | | | | — | |
Other accrued expenses and liabilities | | | 8,362 | | | | 52,343 | | | | 148,825 | | | | 32,142 | |
Total liabilities | | | 54,925,835 | | | | 30,993,565 | | | | 555,011,153 | | | | 113,748,737 | |
Net Assets | | $ | 580,381,480 | | | $ | 83,264,067 | | | $ | 1,107,399,081 | | | $ | 1,274,227,734 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 27,739 | | | $ | 5,601 | | | $ | 83,229 | | | $ | 52,004 | |
Paid-in Capital | | | 547,445,653 | | | | 45,202,819 | | | | 953,201,645 | | | | 961,487,177 | |
Total Distributable earnings/(loss) | | | 32,908,088 | | | | 38,055,647 | | | | 154,114,207 | | | | 312,688,553 | |
Net Assets | | $ | 580,381,480 | | | $ | 83,264,067 | | | $ | 1,107,399,081 | | | $ | 1,274,227,734 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 503,349,131 | | | $ | 68,779,960 | | | $ | 1,082,962,985 | | | $ | 1,053,300,690 | |
Shares outstanding | | | 23,900,439 | | | | 4,539,127 | | | | 81,350,264 | | | | 42,944,332 | |
Net asset value, offering and redemption price per share | | $ | 21.06 | | | $ | 15.15 | | | $ | 13.31 | | | $ | 24.53 | |
INVESTOR CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 77,032,349 | | | $ | 14,484,107 | | | $ | 24,436,096 | | | $ | 220,927,044 | |
Shares outstanding | | | 3,838,732 | | | | 1,062,095 | | | | 1,878,895 | | | | 9,059,288 | |
Net asset value, offering and redemption price per share | | $ | 20.07 | | | $ | 13.64 | | | $ | 13.01 | | | $ | 24.39 | |
† | Investments in securities, at cost | | $ | 478,428,154 | | | $ | 57,989,194 | | | $ | 861,644,018 | | | $ | 967,419,945 | |
^ | Includes market value of securities on loan | | $ | 51,361,233 | | | $ | 7,439,943 | | | $ | — | | | $ | 99,392,526 | |
* | Investments purchased with proceeds from securities lending collateral, at cost | | $ | 53,885,936 | | | $ | 7,775,760 | | | $ | — | | | $ | 103,029,868 | |
** | Short-term investments, at cost | | $ | 11,276,492 | | | $ | 5,093,061 | | | $ | — | | | $ | 17,069,178 | |
# | Foreign currency, at cost | | $ | — | | | $ | 2,978,111 | | | $ | 100,978,939 | | | $ | — | |
‡ | Proceeds received, securities sold short | | $ | — | | | $ | 20,615,100 | | | $ | 498,776,463 | | | $ | — | |
+ | Premiums received, options written | | $ | — | | | $ | 494,128 | | | $ | — | | | $ | — | |
◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
82 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) | |
| | WPG Partners | | | Boston | | | Boston | |
| | Small/Micro Cap | | | Partners Global | | | Partners Global | |
| | Value Fund | | | Equity Fund | | | Long/Short Fund | |
ASSETS | | | | | | | | | | | | |
Investments in securities, at value †^ | | $ | 19,019,767 | | | $ | 174,894,421 | | | $ | 136,576,032 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | 2,795,892 | | | | 12,352,274 | | | | — | |
Short-term investments, at value ** | | | 238,703 | | | | 2,526,679 | | | | 1,219,600 | |
Cash | | | — | | | | — | | | | 110,390 | |
Foreign currency, at value# | | | — | | | | — | | | | — | |
Receivables | | | | | | | | | | | | |
Investments sold | | | 175,788 | | | | 887,297 | | | | 4,183,448 | |
Foreign currency deposits with brokers for securities sold short # | | | — | | | | — | | | | — | |
Deposits with brokers for contracts for difference | | | — | | | | — | | | | — | |
Deposits with brokers for securities sold short | | | — | | | | — | | | | 54,203,110 | |
Capital shares sold | | | — | | | | — | | | | 78,087 | |
Dividends and interest | | | 29,265 | | | | 1,209,785 | | | | 1,136,114 | |
Due from prime broker | | | — | | | | — | | | | — | |
Due from adviser | | | — | | | | — | | | | — | |
Unrealized appreciation on contracts for difference ◊ | | | — | | | | — | | | | 106,532 | |
Prepaid expenses and other assets | | | 10,315 | | | | 16,638 | | | | 46,342 | |
Total assets | | | 22,269,730 | | | | 191,887,094 | | | | 197,659,655 | |
LIABILITIES | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | — | | | | — | | | | 53,659,228 | |
Options written, at value +◊ | | | — | | | | — | | | | 2,053,571 | |
Foreign currency overdraft | | | — | | | | 645 | | | | 8,838 | |
Payables | | | | | | | | | | | | |
Securities lending collateral (Note 8) | | | 2,795,892 | | | | 12,352,274 | | | | — | |
Investments purchased | | | 289,510 | | | | 1,637,429 | | | | 3,534,813 | |
Capital shares redeemed | | | — | | | | — | | | | 790,134 | |
Due to prime broker | | | — | | | | — | | | | — | |
Investment advisory fees | | | 9,147 | | | | 144,034 | | | | 166,515 | |
Custodian fees | | | 1,940 | | | | 63,931 | | | | 25,941 | |
Distribution and service fees | | | — | | | | — | | | | 291 | |
Dividends on securities sold short | | | — | | | | — | | | | 70,923 | |
Administration and accounting fees | | | 4,601 | | | | 59,292 | | | | 58,213 | |
Transfer agent fees | | | 1,608 | | | | 7,997 | | | | 81,877 | |
Unrealized depreciation on contracts for difference ◊ | | | — | | | | — | | | | — | |
Other accrued expenses and liabilities | | | 16,789 | | | | 151,474 | | | | 44,738 | |
Total liabilities | | | 3,119,487 | | | | 14,417,076 | | | | 60,495,082 | |
Net Assets | | $ | 19,150,243 | | | $ | 177,470,018 | | | $ | 137,164,573 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 1,602 | | | $ | 11,715 | | | $ | 14,115 | |
Paid-in Capital | | | 23,604,998 | | | | 208,478,172 | | | | 175,091,470 | |
Total Distributable earnings/(loss) | | | (4,456,357 | ) | | | (31,019,869 | ) | | | (37,941,012 | ) |
Net Assets | | $ | 19,150,243 | | | $ | 177,470,018 | | | $ | 137,164,573 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | |
Net assets | | $ | 19,150,243 | | | $ | 177,470,018 | | | $ | 130,856,516 | |
Shares outstanding | | | 1,601,526 | | | | 11,714,826 | | | | 13,458,232 | |
Net asset value, offering and redemption price per share | | $ | 11.96 | | | $ | 15.15 | | | $ | 9.72 | |
INVESTOR CLASS | | | | | | | | | | | | |
Net assets | | $ | — | | | $ | — | | | $ | 6,308,057 | |
Shares outstanding | | | — | | | | — | | | | 656,419 | |
Net asset value, offering and redemption price per share | | $ | — | | | $ | — | | | $ | 9.61 | |
† | Investments in securities, at cost | | $ | 17,839,379 | | | $ | 153,077,775 | | | $ | 114,838,744 | |
^ | Includes market value of securities on loan | | $ | 2,683,729 | | | $ | 11,827,284 | | | $ | — | |
* | Investments purchased with proceeds from securities lending collateral, at cost | | $ | 2,795,892 | | | $ | 12,352,274 | | | $ | — | |
** | Short-term investments, at cost | | $ | 238,703 | | | $ | 2,526,679 | | | $ | 1,219,600 | |
# | Foreign currency, at cost | | $ | — | | | $ | — | | | $ | — | |
‡ | Proceeds received, securities sold short | | $ | — | | | $ | — | | | $ | 45,559,367 | |
+ | Premiums received, options written | | $ | — | | | $ | — | | | $ | 1,870,386 | |
◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 83
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2020 |
STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED) | |
| | Boston | | | Boston | | | Boston | |
| | Partners | | | Partners | | | Partners | |
| | Emerging Markets | | | Emerging | | | Global Equity | |
| | Dynamic Equity Fund | | | Markets Fund | | | Advantage Fund | |
ASSETS | | | | | | | | | | | | |
Investments in securities, at value †^ | | $ | 43,812,003 | | | $ | 14,732,035 | | | $ | 34,583,922 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | — | | | | — | | | | — | |
Short-term investments, at value ** | | | 13,137,380 | | | | 1,764,372 | | | | 496,389 | |
Cash | | | 11,827 | | | | 60,422 | | | | — | |
Foreign currency, at value# | | | 164,908 | | | | 48,275 | | | | — | |
Receivables | | | | | | | | | | | | |
Investments sold | | | 308,020 | | | | 80,963 | | | | 139,444 | |
Foreign currency deposits with brokers for securities sold short # | | | — | | | | — | | | | — | |
Deposits with brokers for contracts for difference | | | 2,283,691 | | | | — | | | | — | |
Deposits with brokers for securities sold short | | | 9,608,905 | | | | — | | | | — | |
Capital shares sold | | | 1,251 | | | | — | | | | — | |
Dividends and interest | | | 23,771 | | | | 15,915 | | | | 86,529 | |
Due from prime broker | | | — | | | | — | | | | — | |
Due from adviser | | | — | | | | 1,298 | | | | 14,992 | |
Unrealized appreciation on contracts for difference ◊ | | | 1,413,792 | | | | 19,888 | | | | — | |
Prepaid expenses and other assets | | | 8,541 | | | | 14,130 | | | | 13,177 | |
Total assets | | | 70,774,089 | | | | 16,737,298 | | | | 35,334,453 | |
LIABILITIES | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | 9,379,813 | | | | — | | | | — | |
Options written, at value +◊ | | | — | | | | — | | | | — | |
Foreign currency overdraft | | | — | | | | — | | | | 71 | |
Payables | | | | | | | | | | | | |
Securities lending collateral (Note 8) | | | — | | | | — | | | | — | |
Investments purchased | | | 245,882 | | | | 73,341 | | | | 259,150 | |
Capital shares redeemed | | | — | | | | — | | | | — | |
Due to prime broker | | | — | | | | 59,111 | | | | — | |
Investment advisory fees | | | 78,464 | | | | — | | | | — | |
Custodian fees | | | 24,725 | | | | 20,812 | | | | — | |
Distribution and service fees | | | — | | | | — | | | | — | |
Dividends on securities sold short | | | — | | | | — | | | | — | |
Administration and accounting fees | | | 13,982 | | | | 5,969 | | | | 5,378 | |
Transfer agent fees | | | 1,134 | | | | 4,875 | | | | 4,037 | |
Unrealized depreciation on contracts for difference ◊ | | | 687,235 | | | | 43,306 | | | | — | |
Other accrued expenses and liabilities | | | 167,346 | | | | 21,699 | | | | 28,915 | |
Total liabilities | | | 10,598,581 | | | | 229,113 | | | | 297,551 | |
Net Assets | | $ | 60,175,508 | | | $ | 16,508,185 | | | $ | 35,036,902 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 5,357 | | | $ | 1,687 | | | $ | 3,516 | |
Paid-in Capital | | | 59,412,143 | | | | 16,936,437 | | | | 35,998,872 | |
Total Distributable earnings/(loss) | | | 758,008 | | | | (429,939 | ) | | | (965,486 | ) |
Net Assets | | $ | 60,175,508 | | | $ | 16,508,185 | | | $ | 35,036,902 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | |
Net assets | | $ | 60,175,508 | | | $ | 16,508,185 | | | $ | 35,036,902 | |
Shares outstanding | | | 5,356,807 | | | | 1,686,550 | | | | 3,516,115 | |
Net asset value, offering and redemption price per share | | $ | 11.23 | | | $ | 9.79 | | | $ | 9.96 | |
INVESTOR CLASS | | | | | | | | | | | | |
Net assets | | $ | — | | | $ | — | | | $ | — | |
Shares outstanding | | | — | | | | — | | | | — | |
Net asset value, offering and redemption price per share | | $ | — | | | $ | — | | | $ | — | |
† | Investments in securities, at cost | | $ | 39,433,710 | | | $ | 13,118,303 | | | $ | 32,820,782 | |
^ | Includes market value of securities on loan | | $ | — | | | $ | — | | | $ | — | |
* | Investments purchased with proceeds from securities lending collateral, at cost | | $ | — | | | $ | — | | | $ | — | |
** | Short-term investments, at cost | | $ | — | | | $ | 1,764,372 | | | $ | 496,389 | |
# | Foreign currency, at cost | | $ | 164,002 | | | $ | 63,304 | | | $ | — | |
‡ | Proceeds received, securities sold short | | $ | 8,383,371 | | | $ | — | | | $ | — | |
+ | Premiums received, options written | | $ | — | | | $ | — | | | $ | — | |
◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
84 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2020 |
STATEMENTS OF OPERATIONS | |
| | Boston | | | Boston | | | Boston | | | Boston | |
| | Partners | | | Partners | | | Partners | | | Partners | |
| | Small Cap | | | Long/Short | | | Long/Short | | | All-Cap | |
| | Value Fund II | | | Equity Fund | | | Research Fund | | | Value Fund | |
Investment Income | | | | | | | | | | | | | | | | |
Dividends † | | $ | 10,499,151 | | | $ | 2,602,289 | | | $ | 46,349,002 | | | $ | 34,341,900 | |
Interest | | | 160,032 | | | | 15,119 | | | | 256,626 | | | | 431,930 | |
Income from securities loaned (Note 8) | | | 262,849 | | | | 79,555 | | | | — | | | | 401,250 | |
Prime broker interest income | | | — | | | | — | | | | 4,521,100 | | | | — | |
Total investment income | | | 10,922,032 | | | | 2,696,963 | | | | 51,126,728 | | | | 35,175,080 | |
Expenses | | | | | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 5,097,213 | | | | 3,449,701 | | | | 28,999,011 | | | | 10,908,737 | |
Transfer agent fees (Note 2) | | | 389,136 | | | | 52,611 | | | | 1,139,450 | | | | 996,770 | |
Distribution fees (Investor Class) (Note 2) | | | 240,641 | | | | 52,336 | | | | 101,572 | | | | 672,777 | |
Administration and accounting fees (Note 2) | | | 172,873 | | | | 42,989 | | | | 625,969 | | | | 475,161 | |
Legal fees | | | 48,416 | | | | 9,566 | | | | 186,526 | | | | 141,160 | |
Director’s fees | | | 47,256 | | | | 14,533 | | | | 250,199 | | | | 152,907 | |
Registration fees | | | 46,860 | | | | 40,303 | | | | 72,383 | | | | 71,612 | |
Printing and shareholder reporting fees | | | 44,919 | | | | 7,601 | | | | 76,223 | | | | 93,551 | |
Officer’s fees | | | 36,383 | | | | 13,191 | | | | 205,116 | | | | 118,340 | |
Audit and tax service fees | | | 33,686 | | | | 41,181 | | | | 43,584 | | | | 36,087 | |
Custodian fees (Note 2) | | | 22,812 | | | | 11,376 | | | | 108,334 | | | | 74,572 | |
Other expenses | | | 25,993 | | | | 18,124 | | | | 159,982 | | | | 78,957 | |
Offering expense | | | — | | | | — | | | | — | | | | — | |
Dividend expense on securities sold short | | | — | | | | 228,622 | | | | 19,354,796 | | | | — | |
Prime broker interest expense | | | — | | | | 254,831 | | | | — | | | | —- | |
Total expenses before waivers and/or reimbursements | | | 6,206,188 | | | | 4,236,965 | | | | 51,323,145 | | | | 13,820,631 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) ■ | | | (110,392 | ) | | | (242,417 | ) | | | — | | | | (746,620 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 6,095,796 | | | | 3,994,548 | | | | 51,323,145 | | | | 13,074,011 | |
Net investment income/(loss) | | | 4,826,236 | | | | (1,297,585 | ) | | | (196,417 | ) | | | 22,101,069 | |
| | | | | | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | | | | | |
Investment securities | | | (54,211,779 | ) | | | 32,687,021 | | | | 213,494,969 | | | | 42,175,120 | |
Purchased options ** | | | — | | | | 1,163,952 | | | | — | | | | — | |
Securities sold short | | | — | | | | (6,224,220 | ) | | | (181,979,908 | ) | | | — | |
Options written ** | | | — | | | | (61,998 | ) | | | — | | | | 1,423,205 | |
Contracts for difference ** | | | — | | | | — | | | | (50,846,748 | ) | | | — | |
Foreign currency transactions | | | 8 | | | | 12,174 | | | | (3,069,732 | ) | | | (960 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | | | | | |
Investment securities | | | 14,499,468 | | | | (25,299,896 | ) | | | (315,621,416 | ) | | | (68,662,259 | ) |
Purchased options ** | | | — | | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | (8,475,488 | ) | | | 45,505,023 | | | | — | |
Options written ** | | | — | | | | (311,102 | ) | | | — | | | | — | |
Contracts for difference ** | | | — | | | | — | | | | 2,928,194 | | | | — | |
Foreign currency translation | | | — | | | | 31,698 | | | | 5,784,749 | | | | 137 | |
Net realized and unrealized gain/(loss) | | | (39,712,303 | ) | | | (6,477,859 | ) | | | (283,804,869 | ) | | | (25,064,757 | ) |
Net increase/(decrease) in net assets resulting from operations | | $ | (34,886,067 | ) | | $ | (7,775,444 | ) | | $ | (284,001,286 | ) | | $ | (2,963,688 | ) |
† | Net of foreign withholding taxes of | | $ | (16,747 | ) | | $ | (51,167 | ) | | $ | (1,546,684 | ) | | $ | (314,194 | ) |
■ | Includes Acquired fund fees and expenses. See Note 2 for more details. |
** | Primary risk exposure is equity contracts. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 85
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2020 |
STATEMENTS OF OPERATIONS (CONTINUED) | |
| | WPG Partners | | | Boston | | | Boston | |
| | Small/Micro Cap | | | Partners Global | | | Partners Global | |
| | Value Fund | | | Equity Fund | | | Long/Short Fund | |
Investment Income | | | | | | | | | | | | |
Dividends † | | $ | 363,863 | | | $ | 8,407,481 | | | $ | 7,927,595 | |
Interest | | | 8,732 | | | | 86,215 | | | | 180,670 | |
Income from securities loaned (Note 8) | | | 6,073 | | | | 36,429 | | | | — | |
Prime broker interest income | | | — | | | | — | | | | 1,571,180 | |
Total investment income | | | 378,668 | | | | 8,530,125 | | | | 9,679,445 | |
Expenses | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 165,187 | | | | 4,014,169 | | | | 5,692,998 | |
Transfer agent fees (Note 2) | | | 8,835 | | | | 516,195 | | | | 270,916 | |
Distribution fees (Investor Class) (Note 2) | | | — | | | | — | | | | 25,264 | |
Administration and accounting fees (Note 2) | | | 22,255 | | | | 201,433 | | | | 169,675 | |
Legal fees | | | 1,849 | | | | 46,152 | | | | 37,187 | |
Director’s fees | | | 1,903 | | | | 50,785 | | | | 45,706 | |
Registration fees | | | 23,488 | | | | 26,396 | | | | 46,881 | |
Printing and shareholder reporting fees | | | 1,237 | | | | 29,820 | | | | 37,009 | |
Officer’s fees | | | 1,499 | | | | 41,836 | | | | 37,941 | |
Audit and tax service fees | | | 33,969 | | | | 42,804 | | | | 46,938 | |
Custodian fees (Note 2) | | | 8,537 | | | | 421,385 | | | | 179,081 | |
Other expenses | | | 2,696 | | | | 29,758 | | | | 25,070 | |
Offering expense | | | — | | | | — | | | | — | |
Dividend expense on securities sold short | | | — | | | | — | | | | 2,768,387 | |
Prime broker interest expense | | | — | | | | — | | | | — | |
Total expenses before waivers and/or reimbursements | | | 271,455 | | | | 5,420,733 | | | | 9,383,053 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) ■ | | | (45,416 | ) | | | (1,193,888 | ) | | | — | |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 226,039 | | | | 4,226,845 | | | | 9,383,053 | |
Net investment income/(loss) | | | 152,629 | | | | 4,303,280 | | | | 296,392 | |
|
Net realized gain/(loss) from: | | | | | | | | | | | | |
Investment securities | | | (3,385,849 | ) | | | (24,429,585 | ) | | | (26,202,394 | ) |
Purchased options ** | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | — | | | | 3,204,292 | |
Options written ** | | | — | | | | — | | | | (3,735,517 | ) |
Contracts for difference ** | | | — | | | | — | | | | (2,306,862 | ) |
Foreign currency transactions | | | — | | | | (1,222 | ) | | | (459,146 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Investment securities | | | 1,416,754 | | | | (17,576,643 | ) | | | (25,300,034 | ) |
Purchased options ** | | | — | | | | — | | | | — | |
Securities sold short | | | — | | | | — | | | | (9,108,961 | ) |
Options written ** | | | — | | | | — | | | | 854,754 | |
Contracts for difference ** | | | — | | | | — | | | | 674,097 | |
Foreign currency translation | | | — | | | | 71,927 | | | | 133,247 | |
Net realized and unrealized gain/(loss) | | | (1,969,095 | ) | | | (41,935,523 | ) | | | (62,246,524 | ) |
Net increase/(decrease) in net assets resulting from operations | | $ | (1,816,466 | ) | | $ | (37,632,243 | ) | | $ | (61,950,132 | ) |
† | Net of foreign withholding taxes of | | $ | (7,138 | ) | | $ | (500,907 | ) | | $ | (482,248 | ) |
■ | Includes Acquired fund fees and expenses. See Note 2 for more details. |
** | Primary risk exposure is equity contracts. |
The accompanying notes are an integral part of the financial statements.
86 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2020 |
STATEMENTS OF OPERATIONS (CONCLUDED) | |
| | Boston | | | Boston | | | Boston | |
| | Partners | | | Partners | | | Partners | |
| | Emerging Markets | | | Emerging | | | Global Equity | |
| | Dynamic Equity Fund | | | Markets Fund | | | Advantage Fund | |
Investment Income | | | | | | | | | | | | |
Dividends † | | $ | 1,859,312 | | | $ | 440,200 | | | $ | 906,130 | |
Interest | | | 146,097 | | | | 10,284 | | | | 5,780 | |
Income from securities loaned (Note 8) | | | — | | | | — | | | | — | |
Prime broker interest income | | | — | | | | — | | | | — | |
Total investment income | | | 2,005,409 | | | | 450,484 | | | | 911,910 | |
Expenses | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 847,128 | | | | 110,348 | | | | 313,204 | |
Transfer agent fees (Note 2) | | | 10,626 | | | | 4,149 | | | | 5,056 | |
Distribution fees (Investor Class) (Note 2) | | | — | | | | — | | | | — | |
Administration and accounting fees (Note 2) | | | 70,489 | | | | 32,434 | | | | 32,002 | |
Legal fees | | | 4,706 | | | | 1,139 | | | | 350 | |
Director’s fees | | | 5,266 | | | | 319 | | | | 744 | |
Registration fees | | | 22,656 | | | | 21,794 | | | | 26,263 | |
Printing and shareholder reporting fees | | | 5,710 | | | | 1,076 | | | | 2,584 | |
Officer’s fees | | | 3,875 | | | | 637 | | | | 448 | |
Audit and tax service fees | | | 67,223 | | | | 54,100 | | | | 33,320 | |
Custodian fees (Note 2) | | | 124,128 | | | | 93,783 | | | | 73,129 | |
Other expenses | | | 4,625 | | | | 1,623 | | | | 1,371 | |
Offering expense | | | — | | | | — | | | | 44,818 | |
Dividend expense on securities sold short | | | 48,160 | | | | — | | | | — | |
Prime broker interest expense | | | 50,822 | | | | — | | | | — | |
Total expenses before waivers and/or reimbursements | | | 1,265,414 | | | | 321,402 | | | | 533,289 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) ■ | | | (307,711 | ) | | | (178,695 | ) | | | (352,836 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 957,703 | | | | 142,707 | | | | 180,453 | |
Net investment income/(loss) | | | 1,047,706 | | | | 307,777 | | | | 731,457 | |
| | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Investment securities | | | 1,402,968 | | | | (1,061,687 | ) | | | (2,939,044 | ) |
Purchased options ** | | | — | | | | — | | | | — | |
Securities sold short | | | (607,489 | ) | | | — | | | | — | |
Options written ** | | | — | | | | — | | | | — | |
Contracts for difference ** | | | 1,517,846 | | | | 40,638 | | | | — | |
Foreign currency transactions | | | (74,889 | ) | | | (25,375 | ) | | | (19,596 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Investment securities | | | 2,788,753 | | | | 1,694,468 | | | | 464,387 | |
Purchased options ** | | | — | | | | — | | | | — | |
Securities sold short | | | (996,442 | ) | | | — | | | | — | |
Options written ** | | | — | | | | — | | | | — | |
Contracts for difference ** | | | 645,180 | | | | (39,034 | ) | | | — | |
Foreign currency translation | | | 307 | | | | (2,097 | ) | | | 2,330 | |
Net realized and unrealized gain/(loss) | | | 4,676,234 | | | | 606,913 | | | | (2,491,923 | ) |
Net increase/(decrease) in net assets resulting from operations | | $ | 5,723,940 | | | $ | 914,690 | | | $ | (1,760,466 | ) |
† | Net of foreign withholding taxes of | | $ | (138,812 | ) | | $ | (41,461 | ) | | $ | (33,272 | ) |
■ | Includes Acquired fund fees and expenses. See Note 2 for more details. |
** | Primary risk exposure is equity contracts. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 87
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
| | Boston Partners Small Cap Value Fund II | | | Boston Partners Long/Short Equity Fund | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
|
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 4,826,236 | | | $ | 5,119,815 | | | $ | (1,297,585 | ) | | $ | (4,074,640 | ) |
Net realized gain/(loss) from investments and foreign currency | | | (54,211,771 | ) | | | 4,896,278 | | | | 27,576,929 | | | | 22,450,450 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 14,499,468 | | | | (73,206,212 | ) | | | (34,054,788 | ) | | | (58,673,475 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (34,886,067 | ) | | | (63,190,119 | ) | | | (7,775,444 | ) | | | (40,297,665 | ) |
|
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (11,586,422 | ) | | | (24,782,416 | ) | | | (16,021,570 | ) | | | (39,629,576 | ) |
Investor Class | | | (2,731,799 | ) | | | (7,438,014 | ) | | | (2,702,290 | ) | | | (3,570,596 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (14,318,221 | ) | | | (32,220,430 | ) | | | (18,723,860 | ) | | | (43,200,172 | ) |
|
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 238,306,335 | | | | 118,504,503 | | | | 14,783,093 | | | | 38,668,117 | |
Reinvestment of distributions | | | 11,181,116 | | | | 24,557,730 | | | | 12,844,176 | | | | 33,235,863 | |
Shares redeemed | | | (132,345,095 | ) | | | (123,812,685 | ) | | | (164,092,990 | ) | | | (418,406,076 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 14,259,177 | | | | 29,276,394 | | | | 1,332,244 | | | | 4,437,809 | |
Reinvestment of distributions | | | 2,687,806 | | | | 7,318,410 | | | | 2,654,278 | | | | 3,529,676 | |
Shares redeemed | | | (48,635,049 | ) | | | (36,795,840 | ) | | | (13,746,832 | ) | | | (27,469,487 | ) |
Net increase/(decrease) in net assets from capital transactions | | | 85,454,290 | | | | 19,048,512 | | | | (146,226,031 | ) | | | (366,004,098 | ) |
Total increase/(decrease) in net assets | | | 36,250,002 | | | | (76,362,037 | ) | | | (172,725,335 | ) | | | (449,501,935 | ) |
|
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 544,131,478 | | | | 620,493,515 | | | | 255,989,402 | | | | 705,491,337 | |
End of period | | $ | 580,381,480 | | | $ | 544,131,478 | | | $ | 83,264,067 | | | $ | 255,989,402 | |
|
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 11,884,055 | | | | 4,956,178 | | | | 886,645 | | | | 2,095,949 | |
Shares reinvested | | | 438,132 | | | | 1,148,094 | | | | 756,876 | | | | 1,866,135 | |
Shares redeemed | | | (6,418,379 | ) | | | (5,270,333 | ) | | | (9,945,511 | ) | | | (22,879,083 | ) |
Net increase/(decrease) | | | 5,903,808 | | | | 833,939 | | | | (8,301,990 | ) | | | (18,916,999 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 743,090 | | | | 1,325,727 | | | | 90,104 | | | | 263,262 | |
Shares reinvested | | | 110,337 | | | | 358,044 | | | | 173,482 | | | | 217,077 | |
Shares redeemed | | | (2,508,720 | ) | | | (1,629,801 | ) | | | (942,479 | ) | | | (1,607,980 | ) |
Net increase/(decrease) | | | (1,655,293 | ) | | | 53,970 | | | | (678,893 | ) | | | (1,127,641 | ) |
The accompanying notes are an integral part of the financial statements.
88 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
| | Boston Partners Long/Short Research Fund | | | Boston Partners All-Cap Value Fund | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
|
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | (196,417 | ) | | $ | 29,436,127 | | | $ | 22,101,069 | | | $ | 26,365,649 | |
Net realized gain/(loss) from investments and foreign currency | | | (22,401,419 | ) | | | 32,979,852 | | | | 43,597,365 | | | | 29,076,780 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | (261,403,450 | ) | | | (378,775,616 | ) | | | (68,662,122 | ) | | | (181,342,281 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (284,001,286 | ) | | | (316,359,637 | ) | | | (2,963,688 | ) | | | (125,899,852 | ) |
|
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (68,239,780 | ) | | | (288,844,600 | ) | | | (39,151,779 | ) | | | (94,784,961 | ) |
Investor Class | | | (1,083,477 | ) | | | (5,365,883 | ) | | | (7,489,376 | ) | | | (24,143,563 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (69,323,257 | ) | | | (294,210,483 | ) | | | (46,641,155 | ) | | | (118,928,524 | ) |
|
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 248,718,211 | | | | 888,216,598 | | | | 217,947,573 | | | | 383,982,359 | |
Reinvestment of distributions | | | 34,084,072 | | | | 123,003,382 | | | | 31,324,587 | | | | 80,182,626 | |
Shares redeemed | | | (2,064,431,222 | ) | | | (3,836,061,077 | ) | | | (715,633,581 | ) | | | (568,063,951 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 4,371,135 | | | | 22,919,651 | | | | 23,996,472 | | | | 46,250,282 | |
Reinvestment of distributions | | | 1,080,450 | | | | 5,351,175 | | | | 7,258,422 | | | | 23,512,998 | |
Shares redeemed | | | (30,400,484 | ) | | | (81,360,293 | ) | | | (123,252,441 | ) | | | (203,556,917 | ) |
Net increase/(decrease) in net assets from capital transactions | | | (1,806,577,838 | ) | | | (2,877,930,564 | ) | | | (558,358,968 | ) | | | (237,692,603 | ) |
Total increase/(decrease) in net assets | | | (2,159,902,381 | ) | | | (3,488,500,684 | ) | | | (607,963,811 | ) | | | (482,520,979 | ) |
|
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 3,267,301,462 | | | | 6,755,802,146 | | | | 1,882,191,545 | | | | 2,364,712,524 | |
End of period | | $ | 1,107,399,081 | | | $ | 3,267,301,462 | | | $ | 1,274,227,734 | | | $ | 1,882,191,545 | |
|
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 16,878,926 | | | | 57,905,304 | | | | 9,208,074 | | | | 15,591,415 | |
Shares reinvested | | | 2,166,820 | | | | 8,361,889 | | | | 1,157,597 | | | | 3,484,686 | |
Shares redeemed | | | (149,756,944 | ) | | | (253,044,783 | ) | | | (29,943,106 | ) | | | (23,090,761 | ) |
Net increase/(decrease) | | | (130,711,198 | ) | | | (186,777,590 | ) | | | (19,577,435 | ) | | | (4,014,660 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 307,435 | | | | 1,485,426 | | | | 1,000,678 | | | | 1,831,239 | |
Shares reinvested | | | 70,205 | | | | 371,609 | | | | 269,329 | | | | 1,026,320 | |
Shares redeemed | | | (2,183,851 | ) | | | (5,461,987 | ) | | | (5,141,085 | ) | | | (8,369,542 | ) |
Net increase/(decrease) | | | (1,806,211 | ) | | | (3,604,952 | ) | | | (3,871,078 | ) | | | (5,511,983 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 89
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
| | WPG Partners Small/Micro Cap Value Fund | | | Boston Partners Global Equity Fund | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
|
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 152,629 | | | $ | 103,309 | | | $ | 4,303,280 | | | $ | 10,666,407 | |
Net realized gain/(loss) from investments and foreign currency | | | (3,385,849 | ) | | | (1,256,510 | ) | | | (24,430,807 | ) | | | (23,857,335 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 1,416,754 | | | | (4,803,121 | ) | | | (17,504,716 | ) | | | (38,426,214 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (1,816,466 | ) | | | (5,956,322 | ) | | | (37,632,243 | ) | | | (51,617,142 | ) |
|
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (108,852 | ) | | | (1,821,699 | ) | | | (10,116,438 | ) | | | (51,164,406 | ) |
Investor Class | | | — | | | | — | | | | — | | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (108,852 | ) | | | (1,821,699 | ) | | | (10,116,438 | ) | | | (51,164,406 | ) |
|
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 931,570 | | | | 140,303 | | | | 13,415,264 | | | | 230,742,522 | |
Reinvestment of distributions | | | 101,138 | | | | 1,747,841 | | | | 10,102,108 | | | | 50,626,116 | |
Shares redeemed | | | (2,230,051 | ) | | | (4,272,967 | ) | | | (481,947,978 | ) | | | (161,208,686 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | — | | | | — | | | | — | | | | — | |
Reinvestment of distributions | | | — | | | | — | | | | — | | | | — | |
Shares redeemed | | | — | | | | — | | | | — | | | | — | |
Net increase/(decrease) in net assets from capital transactions | | | (1,197,343 | ) | | | (2,384,823 | ) | | | (458,430,606 | ) | | | 120,159,952 | |
Total increase/(decrease) in net assets | | | (3,122,661 | ) | | | (10,162,844 | ) | | | (506,179,287 | ) | | | 17,378,404 | |
|
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 22,272,904 | | | | 32,435,748 | | | | 683,649,305 | | | | 666,270,901 | |
End of period | | $ | 19,150,243 | | | $ | 22,272,904 | | | $ | 177,470,018 | | | $ | 683,649,305 | |
|
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 81,469 | | | | 10,622 | | | | 910,343 | | | | 13,882,358 | |
Shares reinvested | | | 6,942 | | | | 132,714 | | | | 595,292 | | | | 3,304,577 | |
Shares redeemed | | | (175,463 | ) | | | (306,458 | ) | | | (32,766,623 | ) | | | (9,780,418 | ) |
Net increase/(decrease) | | | (87,052 | ) | | | (163,122 | ) | | | (31,260,988 | ) | | | 7,406,517 | |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | — | | | | — | | | | — | | | | — | |
Shares reinvested | | | — | | | | — | | | | — | | | | — | |
Shares redeemed | | | — | | | | — | | | | — | | | | — | |
Net increase/(decrease) | | | — | | | | — | | | | — | | | | — | |
The accompanying notes are an integral part of the financial statements.
90 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
| | Boston Partners Global Long/Short Fund | | | Boston Partners Emerging Markets Dynamic Equity Fund | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
|
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 296,392 | | | $ | 5,368,340 | | | $ | 1,047,706 | | | $ | 258,853 | |
Net realized gain/(loss) from investments and foreign currency | | | (29,499,627 | ) | | | (13,199,125 | ) | | | 2,238,436 | | | | (4,199,346 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | (32,746,897 | ) | | | (37,647,511 | ) | | | 2,437,798 | | | | 3,991,003 | |
Net increase/(decrease) in net assets resulting from operations | | | (61,950,132 | ) | | | (45,478,296 | ) | | | 5,723,940 | | | | 50,510 | |
|
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (7,186,270 | ) | | | (16,137,470 | ) | | | (1,296,540 | ) | | | (318,952 | ) |
Investor Class | | | (133,127 | ) | | | (390,012 | ) | | | — | | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (7,319,397 | ) | | | (16,527,482 | ) | | | (1,296,540 | ) | | | (318,952 | ) |
|
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 43,382,764 | | | | 278,122,015 | | | | 6,398,476 | | | | 14,109,573 | |
Reinvestment of distributions | | | 6,592,224 | | | | 14,614,857 | | | | 1,266,707 | | | | 312,795 | |
Shares redeemed | | | (462,183,161 | ) | | | (534,235,179 | ) | | | (10,341,205 | ) | | | (13,974,868 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 1,161,495 | | | | 5,601,799 | | | | — | | | | — | |
Reinvestment of distributions | | | 131,740 | | | | 384,274 | | | | — | | | | — | |
Shares redeemed | | | (8,515,110 | ) | | | (13,841,421 | ) | | | — | | | | — | |
Net increase/(decrease) in net assets from capital transactions | | | (419,430,048 | ) | | | (249,353,655 | ) | | | (2,676,022 | ) | | | 447,500 | |
Total increase/(decrease) in net assets | | | (488,699,577 | ) | | | (311,359,433 | ) | | | 1,751,378 | | | | 179,058 | |
|
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 625,864,150 | | | | 937,223,583 | | | | 58,424,130 | | | | 58,245,072 | |
End of period | | $ | 137,164,573 | | | $ | 625,864,150 | | | $ | 60,175,508 | | | $ | 58,424,130 | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 4,213,496 | | | | 25,515,260 | | | | 608,924 | | | | 1,390,778 | |
Shares reinvested | | | 609,263 | | | | 1,371,000 | | | | 118,052 | | | | 32,314 | |
Shares redeemed | | | (48,274,686 | ) | | | (49,275,262 | ) | | | (961,867 | ) | | | (1,385,704 | ) |
Net increase/(decrease) | | | (43,451,927 | ) | | | (22,389,002 | ) | | | (234,891 | ) | | | 37,388 | |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 115,237 | | | | 528,313 | | | | — | | | | — | |
Shares reinvested | | | 12,301 | | | | 36,459 | | | | — | | | | — | |
Shares redeemed | | | (848,446 | ) | | | (1,290,716 | ) | | | — | | | | — | |
Net increase/(decrease) | | | (720,908 | ) | | | (725,944 | ) | | | — | | | | — | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 91
BOSTON PARTNERS INVESTMENT FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
| | Boston Partners Emerging Markets Fund | | | Boston Partners Global Equity Advantage Fund | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019* | |
| | | | | | | | | | | | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 307,777 | | | $ | 126,073 | | | $ | 731,457 | | | $ | 114,389 | |
Net realized gain/(loss) from investments and foreign currency | | | (1,046,424 | ) | | | (705,218 | ) | | | (2,958,640 | ) | | | 15,834 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 1,653,337 | | | | 751,803 | | | | 466,717 | | | | 1,298,753 | |
Net increase/(decrease) in net assets resulting from operations | | | 914,690 | | | | 172,658 | | | | (1,760,466 | ) | | | 1,428,976 | |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (503,507 | ) | | | — | | | | (633,996 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (503,507 | ) | | | — | | | | (633,996 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 6,125,226 | | | | 1,000,000 | | | | 10,368,392 | | | | 25,000,000 | |
Reinvestment of distributions | | | 503,507 | | | | — | | | | 633,996 | | | | — | |
Shares redeemed | | | — | | | | — | | | | — | | | | — | |
Net increase/(decrease) in net assets from capital transactions | | | 6,628,733 | | | | 1,000,000 | | | | 11,002,388 | | | | 25,000,000 | |
Total increase/(decrease) in net assets | | | 7,039,916 | | | | 1,172,658 | | | | 8,607,926 | | | | 26,428,976 | |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 9,468,269 | | | | 8,295,611 | | | | 26,428,976 | | | | — | |
End of period | | $ | 16,508,185 | | | $ | 9,468,269 | | | $ | 35,036,902 | | | $ | 26,428,976 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 602,890 | | | | 122,398 | | | | 956,529 | | | | 2,500,000 | |
Shares reinvested | | | 52,285 | | | | — | | | | 59,586 | | | | — | |
Shares redeemed | | | — | | | | — | | | | — | | | | — | |
Net increase/(decrease) | | | 655,175 | | | | 122,398 | | | | 1,016,115 | | | | 2,500,000 | |
* | The Fund commenced operations on May 29, 2019. |
The accompanying notes are an integral part of the financial statements.
92 | Annual Report 2020
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Annual Report 2020 | 93
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS | Per Share Operating Performance |
Contained below is per share operating performance data for each class of shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | Net Asset Value, Beginning of Period | | Net Investment Income/ (Loss)* | | Net Realized and Unrealized Gain/ (Loss) on Investments | | Net Increase/ (Decrease) in Net Assets Resulting from Operations | | Dividends to Shareholders from Net Investment Income | | Distributions to Shareholders from Net Realized Gains | | Total Dividend and Distributions to Shareholders | | Redemption Fees*^ |
Boston Partners Small Cap Value Fund II | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 23.42 | | | $ | 0.20 | | | $ | (1.94 | ) | | $ | (1.74 | ) | | $ | (0.28 | ) | | $ | (0.34 | ) | | $ | (0.62 | ) | | $ | — | |
8/31/19 | | | 27.74 | | | | 0.23 | | | | (3.12 | ) | | | (2.89 | ) | | | (0.12 | ) | | | (1.31 | ) | | | (1.43 | ) | | | — | |
8/31/18 | | | 24.96 | | | | 0.21 | | | | 3.75 | | | | 3.96 | | | | (0.20 | ) | | | (0.98 | ) | | | (1.18 | ) | | | — | |
8/31/17 | | | 23.00 | | | | 0.13 | | | | 2.38 | | | | 2.51 | | | | (0.21 | ) | | | (0.34 | ) | | | (0.55 | ) | | | — | |
8/31/16 | | | 21.89 | | | | 0.18 | | | | 2.00 | | | | 2.18 | | | | (0.12 | ) | | | (0.95 | ) | | | (1.07 | ) | | | — | 3 |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 22.33 | | | $ | 0.15 | | | $ | (1.85 | ) | | $ | (1.70 | ) | | $ | (0.22 | ) | | $ | (0.34 | ) | | $ | (0.56 | ) | | $ | — | |
8/31/19 | | | 26.53 | | | | 0.16 | | | | (2.99 | ) | | | (2.83 | ) | | | (0.06 | ) | | | (1.31 | ) | | | (1.37 | ) | | | — | |
8/31/18 | | | 23.92 | | | | 0.14 | | | | 3.59 | | | | 3.73 | | | | (0.14 | ) | | | (0.98 | ) | | | (1.12 | ) | | | — | |
8/31/17 | | | 22.06 | | | | 0.07 | | | | 2.29 | | | | 2.36 | | | | (0.16 | ) | | | (0.34 | ) | | | (0.50 | ) | | | — | |
8/31/16 | | | 21.04 | | | | 0.12 | | | | 1.92 | | | | 2.04 | | | | (0.07 | ) | | | (0.95 | ) | | | (1.02 | ) | | | — | 3 |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 17.74 | | | $ | (0.14 | ) | | $ | (0.70 | ) | | $ | (0.84 | ) | | $ | — | | | $ | (1.75 | ) | | $ | (1.75 | ) | | $ | — | |
8/31/19 | | | 20.51 | | | | (0.18 | ) | | | (1.06 | ) | | | (1.24 | ) | | | — | | | | (1.53 | ) | | | (1.53 | ) | | | — | |
8/31/18 | | | 20.96 | | | | (0.35 | ) | | | 0.07 | | | | (0.28 | ) | | | — | | | | (0.17 | ) | | | (0.17 | ) | | | — | |
8/31/17 | | | 20.09 | | | | (0.26 | ) | | | 1.13 | | | | 0.87 | | | | — | | | | — | | | | — | | | | — | |
8/31/16 | | | 19.04 | | | | (0.35 | ) | | | 3.04 | | | | 2.69 | | | | — | | | | (1.64 | ) | | | (1.64 | ) | | | — | 3 |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 16.17 | | | $ | (0.16 | ) | | $ | (0.62 | ) | | $ | (0.78 | ) | | $ | — | | | $ | (1.75 | ) | | $ | (1.75 | ) | | $ | — | |
8/31/19 | | | 18.88 | | | | (0.20 | ) | | | (0.98 | ) | | | (1.18 | ) | | | — | | | | (1.53 | ) | | | (1.53 | ) | | | — | |
8/31/18 | | | 19.36 | | | | (0.38 | ) | | | 0.07 | | | | (0.31 | ) | | | — | | | | (0.17 | ) | | | (0.17 | ) | | | — | |
8/31/17 | | | 18.60 | | | | (0.29 | ) | | | 1.05 | | | | 0.76 | | | | — | | | | — | | | | — | | | | — | |
8/31/16 | | | 17.79 | | | | (0.37 | ) | | | 2.82 | | | | 2.45 | | | | — | | | | (1.64 | ) | | | (1.64 | ) | | | — | 3 |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 15.15 | | | $ | (0.00 | ) | | $ | (1.48 | ) | | $ | (1.48 | ) | | $ | (0.21 | ) | | $ | (0.15 | ) | | $ | (0.36 | ) | | $ | — | |
8/31/19 | | | 16.64 | | | | 0.09 | | | | (0.79 | ) | | | (0.70 | ) | | | (0.01 | ) | | | (0.78 | ) | | | (0.79 | ) | | | — | |
8/31/18 | | | 16.27 | | | | (0.03 | ) | | | 0.40 | | | | 0.37 | | | | — | | | | — | | | | — | | | | — | |
8/31/17 | | | 15.23 | | | | (0.12 | ) | | | 1.16 | | | | 1.04 | | | | — | | | | — | | | | — | | | | — | |
8/31/16 | | | 15.20 | | | | (0.06 | )4 | | | 0.67 | | | | 0.61 | | | | — | | | | (0.58 | ) | | | (0.58 | ) | | | — | 3 |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 14.81 | | | $ | (0.04 | ) | | $ | (1.44 | ) | | $ | (1.48 | ) | | $ | (0.17 | ) | | $ | (0.15 | ) | | $ | (0.32 | ) | | $ | — | |
8/31/19 | | | 16.31 | | | | 0.06 | | | | (0.78 | ) | | | (0.72 | ) | | | — | | | | (0.78 | ) | | | (0.78 | ) | | | — | |
8/31/18 | | | 15.99 | | | | (0.08 | ) | | | 0.40 | | | | 0.32 | | | | — | | | | — | | | | — | | | | — | |
8/31/17 | | | 15.00 | | | | (0.15 | ) | | | 1.14 | | | | 0.99 | | | | — | | | | — | | | | — | | | | — | |
8/31/16 | | | 15.01 | | | | (0.09 | )4 | | | 0.66 | | | | 0.57 | | | | — | | | | (0.58 | ) | | | (0.58 | ) | | | — | 3 |
* | Calculated based on average shares outstanding for the period. |
^ | Effective January 1, 2016, the Funds do not impose a redemption fee. Prior to January 1, 2016, there was a 1.00% redemption fee on shares redeemed that were held 60 days or less on BP Small Cap Value Fund II and BP Long/Short Research Fund. There was a 2.00% redemption fee on shares redeemed that were held 365 days or less on the BP Long/Short Equity Fund. The redemption fees were retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in capital. |
The accompanying notes are an integral part of the financial statements.
94 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (CONTINUED) | Per Share Operating Performance |
Net Asset Value, End of Period | | Total Investment Return1,2 | | Net Assets, End of Period (000) | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupment if any5 | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupments if any (Excluding Dividend and Interest Expense) | | Ratio of Expenses to Average Net Assets Without Waivers, Reimbursements and Recoupments if any | | Ratio of Net Investment Income/(Loss) to Average Net Assets With Waivers and Reimbursements | | Portfolio Turnover Rate |
| | | | | | | | | | | | | | |
$ | 21.06 | | | | (7.88 | %) | | $ | 503,349 | | | | 1.07 | % | | | N/A | | | | 1.09 | % | | | 0.94 | % | | | 46 | % |
| 23.42 | | | | (9.92 | ) | | | 421,429 | | | | 1.10 | | | | N/A | | | | 1.16 | | | | 0.97 | | | | 29 | |
| 27.74 | | | | 16.25 | | | | 476,179 | | | | 1.10 | | | | N/A | | | | 1.14 | | | | 0.78 | | | | 40 | |
| 24.96 | | | | 10.92 | | | | 362,674 | | | | 1.10 | | | | N/A | | | | 1.18 | | | | 0.53 | | | | 24 | |
| 23.00 | | | | 10.67 | | | | 279,049 | | | | 1.10 | | | | N/A | | | | 1.22 | | | | 0.86 | | | | 29 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 20.07 | | | | (8.07 | %) | | $ | 77,032 | | | | 1.32 | % | | | N/A | | | | 1.34 | % | | | 0.69 | % | | | 46 | % |
| 22.33 | | | | (10.20 | ) | | | 122,703 | | | | 1.35 | | | | N/A | | | | 1.41 | | | | 0.72 | | | | 29 | |
| 26.53 | | | | 15.94 | | | | 144,315 | | | | 1.35 | | | | N/A | | | | 1.39 | | | | 0.53 | | | | 40 | |
| 23.92 | | | | 10.68 | | | | 159,271 | | | | 1.35 | | | | N/A | | | | 1.43 | | | | 0.28 | | | | 24 | |
| 22.06 | | | | 10.38 | | | | 126,461 | | | | 1.35 | | | | N/A | | | | 1.47 | | | | 0.61 | | | | 29 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 15.15 | | | | (5.78 | %) | | $ | 68,780 | | | | 2.57 | % | | | 2.25 | % | | | 2.74 | % | | | (0.81 | %) | | | 46 | % |
| 17.74 | | | | (6.05 | ) | | | 227,834 | | | | 2.67 | | | | 2.45 | | | | 2.68 | | | | (0.94 | ) | | | 64 | |
| 20.51 | | | | (1.38 | ) | | | 651,325 | | | | 3.01 | | | | 2.37 | | | | 3.01 | | | | (1.62 | ) | | | 58 | |
| 20.96 | | | | 4.33 | | | | 858,821 | | | | 2.80 | | | | 2.39 | | | | 2.80 | | | | (1.21 | ) | | | 63 | |
| 20.09 | | | | 15.36 | | | | 731,894 | | | | 3.57 | | | | 2.46 | | | | 3.57 | | | | (1.79 | ) | | | 72 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 13.64 | | | | (5.99 | %) | | $ | 14,484 | | | | 2.82 | % | | | 2.50 | % | | | 2.99 | % | | | (1.06 | %) | | | 46 | % |
| 16.17 | | | | (6.27 | ) | | | 28,156 | | | | 2.92 | | | | 2.70 | | | | 2.93 | | | | (1.19 | ) | | | 64 | |
| 18.88 | | | | (1.65 | ) | | | 54,167 | | | | 3.26 | | | | 2.62 | | | | 3.26 | | | | (1.87 | ) | | | 58 | |
| 19.36 | | | | 4.09 | | | | 88,103 | | | | 3.05 | | | | 2.64 | | | | 3.05 | | | | (1.46 | ) | | | 63 | |
| 18.60 | | | | 15.07 | | | | 97,417 | | | | 3.82 | | | | 2.71 | | | | 3.82 | | | | (2.04 | ) | | | 72 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 13.31 | | | | (10.13 | %) | | $ | 1,082,963 | | | | 2.21 | % | | | 1.37 | % | | | 2.21 | % | | | (0.01 | %) | | | 66 | % |
| 15.15 | | | | (4.05 | ) | | | 3,212,731 | | | | 2.15 | | | | 1.38 | | | | 2.15 | | | | 0.62 | | | | 60 | |
| 16.64 | | | | 2.27 | | | | 6,636,897 | | | | 2.09 | | | | 1.34 | | | | 2.09 | | | | (0.19 | ) | | | 60 | |
| 16.27 | | | | 6.83 | | | | 6,361,628 | | | | 2.23 | | | | 1.37 | | | | 2.23 | | | | (0.75 | ) | | | 54 | |
| 15.23 | | | | 4.10 | | | | 6,403,404 | | | | 2.51 | | | | 1.41 | | | | 2.51 | | | | (0.38 | )4 | | | 53 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 13.01 | | | | (10.32 | %) | | $ | 24,436 | | | | 2.46 | % | | | 1.62 | % | | | 2.46 | % | | | (0.26 | %) | | | 66 | % |
| 14.81 | | | | (4.27 | ) | | | 54,570 | | | | 2.40 | | | | 1.63 | | | | 2.40 | | | | 0.37 | | | | 60 | |
| 16.31 | | | | 2.00 | | | | 118,905 | | | | 2.34 | | | | 1.59 | | | | 2.34 | | | | (0.44 | ) | | | 60 | |
| 15.99 | | | | 6.60 | | | | 211,455 | | | | 2.48 | | | | 1.63 | | | | 2.48 | | | | (1.00 | ) | | | 54 | |
| 15.00 | | | | 3.88 | | | | 259,400 | | | | 2.76 | | | | 1.66 | | | | 2.76 | | | | (0.63 | )4 | | | 53 | |
1 | Total return is calculated by assuming a purchase of shares on the first day and a sale of shares on the last day of the period and is not annualized if period is less than one year. |
2 | Redemption fees, if any, are reflected in total return calculations. |
3 | Amount is less than $0.005 per share. |
4 | Includes a non-recurring dividend. Without this dividend, net investment loss per share would have been $(0.10) and $(0.13) for Institutional Class and Investor Class, respectively. The ratio of net investment loss would have been (0.66)% and (0.91)% for Institutional Class and Investor Class, respectively. |
5 | Beginning on September 1, 2018, the expense limitation includes acquired fund fees and expenses (AFFE). AFFE are not reflected as expenses in these financial statements and therefore this may cause the net expense ratios after waivers/reimbursements to be lower than the expense limitation in place. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 95
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (CONTINUED) | Per Share Operating Performance |
Contained below is per share operating performance data for each class of shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | Net Asset Value, Beginning of Period | | Net Investment Income/ (Loss)* | | Net Realized and Unrealized Gain/ (Loss) on Investments | | Net Increase/ (Decrease) in Net Assets Resulting from Operations | | Dividends to Shareholders from Net Investment Income | | Distributions to Shareholders from Net Realized Gains | | Total Dividend and Distributions to Shareholders | | Redemption Fees*^ |
Boston Partners All-Cap Value Fund | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 24.97 | | | $ | 0.36 | | | $ | (0.08 | ) | | $ | 0.28 | | | $ | (0.37 | ) | | $ | (0.35 | ) | | $ | (0.72 | ) | | $ | — | |
8/31/19 | | | 27.86 | | | | 0.34 | | | | (1.76 | ) | | | (1.42 | ) | | | (0.29 | ) | | | (1.18 | ) | | | (1.47 | ) | | | — | |
8/31/18 | | | 25.57 | | | | 0.22 | | | | 3.20 | | | | 3.42 | | | | (0.18 | ) | | | (0.95 | ) | | | (1.13 | ) | | | — | |
8/31/17 | | | 23.12 | | | | 0.20 | | | | 3.17 | | | | 3.37 | | | | (0.27 | ) | | | (0.65 | ) | | | (0.92 | ) | | | — | |
8/31/16 | | | 22.08 | | | | 0.30 | | | | 2.15 | | | | 2.45 | | | | (0.30 | ) | | | (1.11 | ) | | | (1.41 | ) | | | — | |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 24.82 | | | $ | 0.30 | | | $ | (0.09 | ) | | $ | 0.21 | | | $ | (0.29 | ) | | $ | (0.35 | ) | | $ | (0.64 | ) | | $ | — | |
8/31/19 | | | 27.69 | | | | 0.27 | | | | (1.75 | ) | | | (1.48 | ) | | | (0.21 | ) | | | (1.18 | ) | | | (1.39 | ) | | | — | |
8/31/18 | | | 25.42 | | | | 0.16 | | | | 3.18 | | | | 3.34 | | | | (0.12 | ) | | | (0.95 | ) | | | (1.07 | ) | | | — | |
8/31/17 | | | 23.00 | | | | 0.14 | | | | 3.15 | | | | 3.29 | | | | (0.22 | ) | | | (0.65 | ) | | | (0.87 | ) | | | — | |
8/31/16 | | | 21.98 | | | | 0.25 | | | | 2.13 | | | | 2.38 | | | | (0.25 | ) | | | (1.11 | ) | | | (1.36 | ) | | | — | |
WPG Partners Small/Micro Cap Value Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 13.19 | | | $ | 0.09 | | | $ | (1.26 | ) | | $ | (1.17 | ) | | $ | (0.06 | ) | | $ | — | | | $ | (0.06 | ) | | $ | — | |
8/31/19 | | | 17.52 | | | | 0.06 | | | | (3.36 | ) | | | (3.30 | ) | | | (0.05 | ) | | | (0.98 | ) | | | (1.03 | ) | | | — | |
8/31/18 | | | 16.13 | | | | 0.04 | | | | 2.50 | | | | 2.54 | | | | (0.06 | ) | | | (1.09 | ) | | | (1.15 | ) | | | — | |
8/31/17 | | | 15.50 | | | | 0.05 | | | | 0.65 | | | | 0.70 | | | | (0.07 | ) | | | — | | | | (0.07 | ) | | | — | |
8/31/16 | | | 15.40 | | | | 0.07 | | | | 0.46 | | | | 0.53 | | | | (0.10 | ) | | | (0.33 | ) | | | (0.43 | ) | | | — | |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 15.91 | | | $ | 0.15 | | | $ | (0.67 | ) | | $ | (0.52 | ) | | $ | (0.24 | ) | | $ | — | | | $ | (0.24 | ) | | $ | — | |
8/31/19 | | | 18.73 | | | | 0.25 | | | | (1.79 | ) | | | (1.54 | ) | | | (0.18 | ) | | | (1.10 | ) | | | (1.28 | ) | | | — | |
8/31/18 | | | 17.39 | | | | 0.16 | | | | 1.56 | | | | 1.72 | | | | (0.12 | ) | | | (0.26 | ) | | | (0.38 | ) | | | — | |
8/31/17 | | | 15.60 | | | | 0.14 | | | | 1.95 | | | | 2.09 | | | | (0.30 | ) | | | — | | | | (0.30 | ) | | | — | |
8/31/16 | | | 14.66 | | | | 0.35 | 5 | | | 0.66 | | | | 1.01 | | | | (0.05 | ) | | | (0.02 | ) | | | (0.07 | ) | | | — | |
* | Calculated based on average shares outstanding. |
^ | Effective January 1, 2016, the Funds do not impose a redemption fee. Prior to January 1, 2016, there was a 1.00% redemption fee on shares redeemed that were held 60 days or less on BP Global Equity Fund. The WPG Small/Micro Cap Value Fund had a 2.00% redemption fee on shares redeemed within 60 days of purchase. The redemption fees were retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in capital. |
The accompanying notes are an integral part of the financial statements.
96 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (CONTINUED) | Per Share Operating Performance |
Net Asset Value, End of Period | | Total Investment Return1,2 | | Net Assets, End of Period (000) | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupment if any6 | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupments if any (Excluding Dividend and Interest Expense) | | Ratio of Expenses to Average Net Assets Without Waivers, Reimbursements and Recoupments if any | | Ratio of Net Investment Income/(Loss) to Average Net Assets With Waivers and Reimbursements | | Portfolio Turnover Rate |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 24.53 | | | | 0.84 | % | | $ | 1,053,301 | | | | 0.80 | % | | N/A | | | 0.84 | % | | | 1.46 | % | | | 37 | % |
| 24.97 | | | | (4.65 | ) | | | 1,561,229 | | | | 0.80 | | | N/A | | | 0.82 | | | | 1.34 | | | | 33 | |
| 27.86 | | | | 13.70 | | | | 1,853,976 | | | | 0.80 | | | N/A | | | 0.80 | | | | 0.83 | | | | 33 | |
| 25.57 | | | | 14.88 | | | | 1,370,288 | | | | 0.80 | | | N/A | | | 0.88 | | | | 0.83 | | | | 27 | |
| 23.12 | | | | 11.68 | | | | 1,016,106 | | | | 0.77 | | | N/A | | | 0.96 | | | | 1.41 | | | | 30 | 3 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 24.39 | | | | 0.59 | % | | $ | 220,927 | | | | 1.05 | % | | N/A | | | 1.09 | % | | | 1.21 | % | | | 37 | % |
| 24.82 | | | | (4.90 | ) | | | 320,962 | | | | 1.05 | | | N/A | | | 1.07 | | | | 1.09 | | | | 33 | |
| 27.69 | | | | 13.44 | | | | 510,737 | | | | 1.05 | | | N/A | | | 1.05 | | | | 0.58 | | | | 33 | |
| 25.42 | | | | 14.56 | | | | 426,904 | | | | 1.05 | | | N/A | | | 1.13 | | | | 0.58 | | | | 27 | |
| 23.00 | | | | 11.39 | | | | 347,954 | | | | 1.02 | | | N/A | | | 1.21 | | | | 1.16 | | | | 30 | 3 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 11.96 | | | | (8.92 | %) | | $ | 19,150 | | | | 1.10 | % | | N/A | | | 1.31 | % | | | 0.74 | % | | | 123 | % |
| 13.19 | | | | (18.85 | ) | | | 22,273 | | | | 1.10 | | | N/A | | | 1.23 | | | | 0.40 | | | | 79 | |
| 17.52 | | | | 16.16 | | | | 32,436 | | | | 1.09 | | | N/A | | | 1.11 | | | | 0.23 | | | | 80 | |
| 16.13 | | | | 4.50 | | | | 30,781 | | | | 1.10 | | | N/A | | | 1.29 | | | | 0.30 | | | | 78 | |
| 15.50 | | | | 3.74 | | | | 33,929 | | | | 1.10 | | | N/A | | | 1.55 | | | | 0.47 | | | | 62 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 15.15 | | | | (3.40 | %) | | $ | 177,470 | | | | 0.95 | % | | N/A | | | 1.22 | % | | | 0.96 | % | | | 118 | % |
| 15.91 | | | | (7.92 | ) | | | 683,649 | | | | 0.95 | | | N/A | | | 1.03 | | | | 1.55 | | | | 97 | |
| 18.73 | | | | 9.93 | | | | 666,271 | | | | 0.95 | | | N/A | | | 1.03 | | | | 0.88 | | | | 80 | |
| 17.39 | | | | 13.59 | | | | 590,525 | | | | 0.95 | | | N/A | | | 1.04 | | | | 0.84 | | | | 83 | |
| 15.60 | | | | 6.90 | | | | 415,999 | | | | 0.95 | | | N/A | | | 1.10 | | | | 2.38 | 5 | | | 80 | |
1 | Total return is calculated by assuming a purchase of shares on the first day and a sale of shares on the last day of the period and is not annualized if period is less than one year. |
2 | Redemption fees, if any, are reflected in total return calculations. |
3 | Portfolio turnover rate excludes securities delivered/received from processing redemptions/subscriptions in-kind. |
4 | Amount is less than $0.005. |
5 | Includes a non-recurring dividend. Without this dividend, net investment income per share would have been $0.18. The ratio of net investment income would have been 1.25%. |
6 | Beginning on September 1, 2018, the expense limitation includes acquired fund fees and expenses (AFFE). AFFE are not reflected as expenses in these financial statements and therefore this may cause the net expense ratios after waivers/reimbursements to be lower than the expense limitation in place. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 97
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (CONTINUED) | Per Share Operating Performance |
Contained below is per share operating performance data for each class of shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | Net Asset Value, Beginning of Period | | Net Investment Income/ (Loss)* | | Net Realized and Unrealized Gain/ (Loss) on Investments | | Net Increase/ (Decrease) in Net Assets Resulting from Operations | | Dividends to Shareholders from Net Investment Income | | Distributions to Shareholders from Net Realized Gains | | Total Dividend and Distributions to Shareholders |
Boston Partners Global Long/Short Fund | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 10.74 | | | $ | 0.01 | | | $ | (0.89 | ) | | $ | (0.88 | ) | | $ | (0.14 | ) | | $ | — | | | $ | (0.14 | ) |
8/31/19 | | | 11.52 | | | | 0.07 | | | | (0.65 | ) | | | (0.58 | ) | | | — | | | | (0.20 | ) | | | (0.20 | ) |
8/31/18 | | | 11.34 | | | | (0.01 | ) | | | 0.19 | | | | 0.18 | | | | — | | | | — | | | | — | |
8/31/17 | | | 10.90 | | | | (0.11 | ) | | | 0.57 | | | | 0.46 | | | | (0.02 | ) | | | — | | | | (0.02 | ) |
8/31/16 | | | 10.55 | | | | 0.05 | 7 | | | 0.34 | | | | 0.39 | | | | — | | | | (0.04 | ) | | | (0.04 | ) |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 10.61 | | | $ | (0.02 | ) | | $ | (0.88 | ) | | $ | (0.90 | ) | | $ | (0.10 | ) | | $ | — | | | $ | (0.10 | ) |
8/31/19 | | | 11.40 | | | | 0.05 | | | | (0.84 | ) | | | (0.79 | ) | | | — | | | | — | | | | — | |
8/31/18 | | | 11.25 | | | | (0.04 | ) | | | 0.19 | | | | 0.15 | | | | — | | | | — | | | | — | |
8/31/17 | | | 10.85 | | | | (0.13 | ) | | | 0.54 | | | | 0.41 | | | | (0.01 | ) | | | — | | | | (0.01 | ) |
8/31/16 | | | 10.51 | | | | 0.02 | 7 | | | 0.36 | | | | 0.38 | | | | — | | | | (0.04 | ) | | | (0.04 | ) |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 10.45 | | | $ | 0.19 | | | $ | 0.82 | | | $ | 1.01 | | | $ | (0.23 | ) | | $ | — | | | $ | (0.23 | ) |
8/31/19 | | | 10.49 | | | | 0.04 | | | | (0.03 | ) | | | 0.01 | | | | — | | | | (0.05 | ) | | | (0.05 | ) |
8/31/18 | | | 12.12 | | | | (0.05 | ) | | | (0.87 | ) | | | (0.92 | ) | | | (0.26 | ) | | | (0.45 | ) | | | (0.71 | ) |
8/31/17 | | | 11.15 | | | | (0.07 | ) | | | 1.96 | | | | 1.89 | | | | (0.82 | ) | | | (0.10 | ) | | | (0.92 | ) |
12/15/15** through 8/31/16 | | | 10.00 | | | | (0.09 | ) | | | 1.24 | | | | 1.15 | | | | — | | | | — | | | | — | |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 9.18 | | | $ | 0.21 | | | $ | 0.89 | | | $ | 1.10 | | | $ | (0.49 | ) | | $ | — | | | $ | (0.49 | ) |
8/31/19 | | | 9.13 | | | | 0.13 | | | | (0.08 | ) | | | 0.05 | | | | — | | | | — | | | | — | |
10/17/17** through 8/31/18 | | | 10.00 | | | | 0.05 | | | | (0.86 | ) | | | (0.81 | ) | | | (0.06 | ) | | | — | | | | (0.06 | ) |
Boston Partners Global Equity Advantage Fund | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/20 | | $ | 10.57 | | | $ | 0.23 | | | $ | (0.59 | ) | | $ | (0.36 | ) | | $ | (0.21 | ) | | $ | (0.04 | ) | | $ | (0.25 | ) |
5/29/19** through 8/31/19 | | | 10.00 | | | | 0.05 | | | | 0.52 | | | | 0.57 | | | | — | | | | — | | | | — | |
* | Calculated based on average shares outstanding, unless otherwise noted. |
** | Commencement of operations. |
^ | Effective January 1, 2016, the Funds do not impose a redemption fee. Prior to January 1, 2016, there was a 1.00% redemption fee on shares redeemed that were held 60 days or less on BP Global Long/Short Fund. The redemption fees were retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in capital. |
The accompanying notes are an integral part of the financial statements.
98 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (CONCLUDED) | Per Share Operating Performance |
| | | | | | | | | | | | | | | | |
Redemption Fees*^ | | Net Asset Value, End of Period | | Total Investment Return1,2 | | Net Assets, End of Period (000) | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupment if any8 | | Ratio of Expenses to Average Net Assets With Waivers, Reimbursements and Recoupments if any (Excluding Dividend and Interest Expense) | | Ratio of Expenses to Average Net Assets Without Waivers, Reimbursements and Recoupments if any | | Ratio of Net Investment Income/(Loss) to Average Net Assets With Waivers and Reimbursements | | Portfolio Turnover Rate |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | — | | | $ | 9.72 | | | | (8.30 | %) | | $ | 130,857 | | | | 2.46 | % | | | 1.75 | % | | | 2.46 | % | | | 0.07 | % | | | 125 | % |
| — | | | | 10.74 | | | | (5.00 | ) | | | 611,254 | | | | 2.47 | | | | 1.65 | | | | 2.47 | | | | 0.69 | | | | 99 | |
| — | | | | 11.52 | | | | 1.59 | | | | 913,237 | | | | 2.34 | | | | 1.65 | | | | 2.34 | | | | (0.11 | ) | | | 85 | |
| — | | | | 11.34 | | | | 4.26 | | | | 1,008,234 | | | | 2.63 | | | | 1.70 | | | | 2.63 | | | | (0.94 | ) | | | 109 | |
| — | 4 | | | 10.90 | | | | 3.74 | | | | 853,621 | | | | 2.99 | | | | 1.74 | | | | 2.99 | | | | 0.47 | 7 | | | 137 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | — | | | $ | 9.61 | | | | (8.55 | %) | | $ | 6,308 | | | | 2.71 | % | | | 2.00 | % | | | 2.71 | % | | | (0.18 | %) | | | 125 | % |
| — | | | | 10.61 | | | | (5.14 | ) | | | 14,610 | | | | 2.72 | | | | 1.90 | | | | 2.72 | | | | 0.44 | | | | 99 | |
| — | | | | 11.40 | | | | 1.33 | | | | 23,987 | | | | 2.59 | | | | 1.90 | | | | 2.59 | | | | (0.36 | ) | | | 85 | |
| — | | | | 11.25 | | | | 3.92 | | | | 34,030 | | | | 2.88 | | | | 1.95 | | | | 2.88 | | | | (1.17 | ) | | | 109 | |
| — | 4 | | | 10.85 | | | | 3.66 | | | | 31,294 | | | | 3.24 | | | | 1.99 | | | | 3.24 | | | | 0.22 | 7 | | | 137 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | — | | | $ | 11.23 | | | | 9.75 | % | | $ | 60,176 | | | | 1.66 | % | | | 1.49 | % | | | 2.19 | % | | | 1.81 | % | | | 219 | % |
| — | | | | 10.45 | | | | 0.18 | | | | 58,424 | | | | 1.96 | | | | 1.96 | | | | 2.44 | | | | 0.43 | | | | 186 | |
| — | | | | 10.49 | | | | (8.11 | ) | | | 58,245 | | | | 2.00 | | | | 2.00 | | | | 2.37 | | | | (0.47 | ) | | | 222 | |
| — | | | | 12.12 | | | | 18.71 | | | | 56,829 | | | | 2.13 | | | | 2.06 | | | | 2.99 | | | | (0.60 | ) | | | 184 | |
| — | | | | 11.15 | | | | 11.50 | | | | 10,938 | | | | 3.87 | 5 | | | 2.10 | 5 | | | 7.82 | 5 | | | (1.26 | )5 | | | 229 | 3,6 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | — | | | $ | 9.79 | | | | 12.05 | % | | $ | 16,508 | | | | 1.06 | % | | | N/A | | | | 2.39 | % | | | 2.29 | % | | | 177 | % |
| — | | | | 9.18 | | | | 0.55 | | | | 9,468 | | | | 1.07 | | | | N/A | | | | 2.89 | | | | 1.41 | | | | 155 | |
| — | | | | 9.13 | | | | (8.11 | ) | | | 8,296 | | | | 1.10 | 5 | | | N/A | | | | 2.95 | 5 | | | 0.58 | 5 | | | 146 | 6 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | — | | | $ | 9.96 | | | | (3.53 | %) | | $ | 35,037 | | | | 0.58 | % | | | N/A | | | | 1.70 | % | | | 2.34 | % | | | 124 | % |
| — | | | | 10.57 | | | | 5.70 | | | | 26,429 | | | | 0.25 | | | | N/A | | | | 1.88 | | | | 1.69 | | | | 16 | |
1 | Total return is calculated by assuming a purchase of shares on the first day and a sale of shares on the last day of the period and is not annualized if period is less than one year. |
2 | Redemption fees, if any, are reflected in total return calculations. |
3 | Portfolio turnover rate excludes securities delivered/received from processing redemptions/subscriptions in-kind. |
4 | Amount is less than $0.005. |
5 | Annualized. |
6 | Not Annualized. |
7 | Includes a non-recurring dividend. Without this dividend, net investment income (loss) per share would have been $(0.09) and $(0.12) for Institutional Class and Investor Class, respectively. The ratio of net investment income (loss) would have been (0.88)% and (1.13)% for Institutional Class and Investor Class, respectively. |
8 | Beginning on September 1, 2018, the expense limitation includes acquired fund fees and expenses (AFFE). AFFE are not reflected as expenses in these financial statements and therefore this may cause the net expense ratios after waivers/reimbursements to be lower than the expense limitation in place. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2020 | 99
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS
August 31, 2020
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The RBB Fund, Inc (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including Boston Partners Small Cap Value Fund II (“BP Small Cap Value Fund II”), Boston Partners Long/Short Equity Fund (“BP Long/Short Equity Fund”), Boston Partners Long/Short Research Fund (“BP Long/Short Research Fund”), Boston Partners All-Cap Value Fund (“BP All-Cap Value Fund”), Boston Partners Global Equity Fund (“BP Global Equity Fund”), Boston Partners Global Long/Short Fund (“BP Global Long/Short Fund”), Boston Partners Emerging Markets Dynamic Equity Fund (“BP Emerging Markets Dynamic Equity Fund”) (formerly known as Boston Partners Emerging Markets Long/Short Fund), Boston Partners Emerging Markets Fund (“BP Emerging Markets Fund”) and Boston Partners Global Equity Advantage Fund (“BP Global Equity Advantage Fund”) (collectively the “BP Funds”), and WPG Partners Small/Micro Cap Value Fund (“WPG Small/Micro Cap Value Fund” and, collectively with the BP Funds, the “Funds”). As of the end of the reporting period, the Funds (other than the WPG Small/Micro Cap Value Fund, BP Emerging Markets Dynamic Equity Fund, BP Emerging Markets Fund and BP Global Equity Advantage Fund) each offer two classes of shares, Institutional Class and Investor Class. As of the end of the reporting period, Investor Class shares of the BP Global Equity Fund have not been issued. The WPG Small/Micro Cap Value Fund, BP Emerging Markets Dynamic Equity Fund, BP Emerging Markets Fund and BP Global Equity Advantage Fund are single class funds, offering only the Institutional Class of shares.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The investment objective of BP Small Cap Value Fund II and BP All-Cap Value Fund is to seek long-term growth of capital primarily through investment in equity securities. The investment objective of BP Global Equity Fund, BP Global/Long Short Fund, BP Emerging Markets Fund, BP Emerging Markets Dynamic Equity Fund and BP Global Equity Advantage Fund is to seek long-term capital growth. The investment objective of BP Long/Short Equity Fund is to seek long-term capital appreciation while reducing exposure to general equity market risk. The investment objective of WPG Small/Micro Cap Value Fund is to seek appreciation by investing primarily in common stocks, securities convertible into common stocks and in special situations. The investment objective of BP Long/Short Research Fund is to seek long-term total return.
The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services-Investment Companies.”
The end of the reporting period for the Funds is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
PORTFOLIO VALUATION —Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m Eastern time) on each day the NYSE is open. Securities held by a Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Foreign securities are valued based on prices from the primary market in which they are traded, and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies, if any, are valued based on the NAV of the investment companies (which may use fair value pricing as disclosed in their prospectuses). Options for which the primary market is a national securities exchange are valued at the last sale price on the exchange on which they are traded, or, in the absence of any sale, will be valued at the mean of the last bid and ask prices prior to the market close. Options not traded on a national securities exchange are valued at the last quoted bid price for long option positions and the closing ask price for short option positions. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments Such procedures use fundamental valuation methods, which may include, but are not limited to, an analysis of the effect of any restrictions on the resale of the security, industry analysis and trends, significant changes in the issuer’s financial position, and any other event which could have a significant impact on the value of the security. Determination of fair value involves subjective judgment as the actual market value of a particular security can be established only by negotiations between the parties in a sales transaction, and the difference between the recorded fair value and the value that would be received in a sale could be significant. The Funds may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Funds value their securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements,
100 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
aftermarket trading, or news events may have occurred in the interim. To account for this, the Funds may value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).
FAIR VALUE MEASUREMENTS — The inputs and valuation techniques used to measure the fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:
| • | Level 1 — | Prices are determined using quoted prices in active markets for identical securities. |
| | | |
| • | Level 2 — | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| | | |
| • | Level 3 — | Prices are determined using significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
A summary of the inputs used to value each Fund’s investments as of the end of the reporting period is included in each Fund’s Portfolio of Investments.
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if a Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal year, the Funds had no significant level 3 investments or transfers.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Funds record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Offering costs are amortized for a new fund and accrued over a 12 month period from the inception date of the fund. Offering costs are charged directly to the fund in which they are incurred. Expenses and fees, including investment advisory, offering costs, and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Funds.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations which may differ from U.S. GAAP.
U.S. TAX STATUS — No provision is made for U.S. income taxes as it is each Fund’s intention to qualify or continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
FOREIGN CURRENCY TRANSLATION — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investments in the Statements of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statements of Operations.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
OTHER — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and, therefore, cannot be estimated; however, the Funds expect the risk of material loss from such claims to be remote.
CURRENCY RISK — The Funds invest in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Funds may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Funds’ NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Funds are determined on the basis of U.S. dollars, the Funds may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Funds’ holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Funds’ holdings in foreign securities.
EMERGING MARKETS RISK — The BP Emerging Markets Dynamic Equity Fund and the BP Emerging Markets Fund invest in emerging market instruments which are subject to certain credit and market risks. The securities and currency markets of emerging market countries are generally smaller, less developed, less liquid and more volatile than the securities and currency markets of the United States and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be extremely limited. Political and economic structures in many of these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristics of more developed countries.
FOREIGN SECURITIES MARKET RISK — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.
CORONAVIRUS (COVID-19) PANDEMIC — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.
OPTIONS WRITTEN — The Funds may enter into options written for: bona fide hedging; attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure to a particular market, index or instrument; or other risk management purposes. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on exchanges regulated by the Commodity Futures Trading Commission or on other non-U.S. exchanges. An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in the contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the option exercise period. The writer of the option is required upon exercise to assume a short futures position (if the option is a call) or a long futures position (if the option is a put). Upon exercise of the option, the accumulated cash balance in the writer’s futures margin account is delivered to the holder of the option. That balance represents the amount by which the market price of the futures contract at exercise exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Funds also have the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Funds also may write OTC options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. As of the end of the reporting period, all of the Funds’ written options are exchange-traded options.
During the current fiscal period, the Funds’ average quarterly volume of options transactions was as follows:
| | PURCHASED OPTIONS | | | WRITTEN OPTIONS | |
FUND | | (COST) | | | (PROCEEDS) | |
BP Long/Short Equity Fund | | $ | 50,757 | | | $ | 529,809 | |
BP All-Cap Value Fund | | | — | | | | 1,657,494 | |
BP Global Long/Short Fund | | | — | | | | 3,360,327 | |
SHORT SALES — When the investment adviser believes that a security is overvalued, the BP Long/Short Equity Fund, the BP Long/Short Research Fund, the BP Global Long/Short Fund and the BP Emerging Markets Dynamic Equity Fund may sell the security short by borrowing the same security from a broker or other institution and selling the security. A Fund will incur a loss as a result of a short sale if the price of the borrowed security increases between the date of the short sale and the date on which the Fund buys and replaces such borrowed security. A Fund will realize a gain if there is a decline in price of the security between those dates where the decline in price exceeds the costs of borrowing the security and other transaction costs. There can be no assurance that a Fund will be able to close out a short position at any particular time or at an acceptable price. Although a Fund’s gain is limited to the amount at which it sold a security short, its potential loss is unlimited. Until a Fund replaces a borrowed security, it will maintain at all times cash, U.S. Government securities, or other liquid securities in an amount which, when added to any amount deposited with a broker as collateral, will at least equal the current market value of the security sold short. Depending on arrangements made with brokers, a Fund may not receive any payments (including interest) on collateral deposited with them.
In accordance with the terms of its prime brokerage agreements, a Fund may receive rebate income or be charged a fee for borrowed securities. Such income or fee is calculated on a daily basis based upon the market value of each borrowed security and a variable rate that is dependent upon the availability of such security. The Funds record these prime broker charges on a net basis as interest income or interest expense. During the current fiscal period, the BP Long/Short Equity Fund, the BP Long/Short Research Fund, the BP Global Long/Short Fund and the BP Emerging Markets Dynamic Equity Fund had net income/(charges) of $(204,778), $4,869,953, $1,577,234 and $(45,610), respectively, on borrowed securities. Such amounts are included in prime broker interest income on the Statements of Operations.
As of the end of the reporting period, BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long Short and BP Emerging Markets Dynamic Equity Fund had securities sold short valued at $22,270,499, $531,281,778, $53,659,228 and $9,379,813, respectively, for which securities of $30,196,529, $380,951,165, $36,518,726 and $8,978,939 and deposits of $23,046,594, $436,696,466, $54,203,110 and $9,608,905, respectively, were pledged as collateral.
In accordance with Special Custody and Pledge Agreements with Goldman Sachs & Co. (“Goldman Sachs”) (the Funds’ prime broker), BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund may borrow from Goldman Sachs to the extent necessary to maintain required margin cash deposits on short positions. Interest on such borrowings is charged to the Fund based on the LIBOR rate plus an agreed upon spread.
The BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund utilized cash borrowings from Goldman Sachs to meet required margin cash deposits as follows during the current fiscal period:
BP LONG/SHORT EQUITY FUND | | BP LONG/SHORT RESEARCH FUND |
| | | | |
DAYS | | AVERAGE DAILY | | | WEIGHTED AVERAGE | | DAYS | | AVERAGE DAILY | | WEIGHTED AVERAGE |
UNITIZED | | BORROWINGS | | | INTEREST RATE | | UNITIZED | | BORROWINGS | | INTEREST RATE |
366 | | | | EUR 6,593 | | | | 0.10 | % | | 257 | | | | AUD 3,147,006 | | | | 1.07 | % |
366 | | | | USD 3,595,567 | | | | 1.37 | % | | 188 | | | | CAD 3,811,586 | | | | 0.95 | % |
| | | | | | | | | | | 278 | | | | CHF 1,379,763 | | | | 0.35 | % |
| | | | | | | | | | | 211 | | | | DKK 0 | | | | 0.00 | % |
| | | | | | | | | | | 242 | | | | EUR 2,840,402 | | | | 0.09 | % |
| | | | | | | | | | | 175 | | | | GBP 2,463,852 | | | | 0.55 | % |
| | | | | | | | | | | 296 | | | | HKD 31,562,296 | | | | 1.48 | % |
| | | | | | | | | | | 336 | | | | ILS 225,166 | | | | 0.70 | % |
| | | | | | | | | | | 219 | | | | JPY 570,315,065 | | | | 0.40 | % |
| | | | | | | | | | | 365 | | | | MXN 33,907 | | | | 8.21 | % |
| | | | | | | | | | | 303 | | | | NOK 8,812,140 | | | | 1.48 | % |
| | | | | | | | | | | 267 | | | | SEK 4,379,855 | | | | 0.36 | % |
| | | | | | | | | | | 113 | | | | THB 217,932,520 | | | | 1.25 | % |
| | | | | | | | | | | 153 | | | | USD 47,070,374 | | | | 1.07 | % |
Annual Report 2020 | 103
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
BP GLOBAL LONG/SHORT FUND | | BP EMERGING MARKETS DYNAMIC EQUITY FUND |
DAYS | | AVERAGE DAILY | | WEIGHTED AVERAGE | | DAYS | | AVERAGE DAILY | | WEIGHTED AVERAGE |
UNITIZED | | BORROWINGS | | INTEREST RATE | | UNITIZED | | BORROWINGS | | INTEREST RATE |
85 | | | | AUD 164,124 | | | | 1.04 | % | | 14 | | | | AUD 17,378 | | | | 1.17 | % |
89 | | | | CAD 39,968 | | | | 1.89 | % | | 3 | | | | CAD 0 | | | | 0.00 | % |
13 | | | | CHF 10,488 | | | | 0.32 | % | | 5 | | | | CNY 168,948 | | | | 3.91 | % |
17 | | | | DKK 159,125 | | | | 0.20 | % | | 36 | | | | DKK 62 | | | | 0.00 | % |
172 | | | | EUR 24,921 | | | | 0.08 | % | | 22 | | | | EUR 5,326 | | | | 0.10 | % |
164 | | | | GBP 32,686 | | | | 1.00 | % | | 100 | | | | GBP 347,953 | | | | 0.59 | % |
105 | | | | HKD 206,575 | | | | 1.02 | % | | 18 | | | | HKD 36,281 | | | | 0.91 | % |
257 | | | | JPY 4,887,673 | | | | 0.44 | % | | 3 | | | | ILS 2,000 | | | | 0.72 | % |
8 | | | | SEK 454,624 | | | | 0.22 | % | | 43 | | | | JPY 10 | | | | 0.00 | % |
131 | | | | USD 1,089,575 | | | | 1.32 | % | | 135 | | | | MXN 1,769,387 | | | | 7.88 | % |
| | | | | | | | | | | 8 | | | | SGD 85,226 | | | | 0.56 | % |
| | | | | | | | | | | 239 | | | | USD 275,462 | | | | 1.07 | % |
| | | | | | | | | | | 9 | | | | ZAR 298,261 | | | | 4.76 | % |
The BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund incurred interest expense during the current fiscal period on such borrowings, in the amount of $50,053, $348,853, $6,054 and $5,212, respectively.
CONTRACTS FOR DIFFERENCE — The BP Global Long/Short Fund, BP Long/Short Research Fund, BP Emerging Markets Dynamic Equity Fund and BP Emerging Markets Fund (for this section only, each a “Fund”) may enter into Contracts for Differences (“CFDs”). CFDs are leveraged derivative instruments that allow a Fund to take a position on the change in the market price of an underlying asset, such as a stock, or the value of an index or currency exchange rate. With a short CFD, a Fund is seeking to profit from falls in the market price of the asset. CFDs are subject to liquidity risk because the liquidity of CFDs is based on the liquidity of the underlying instrument, and are subject to counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. It is also possible that the market price of the CFD will move between the time the order is placed by a Fund and when it is executed by the issuer, which can result in the trade being executed at a less favorable price. CFDs, like many other derivative instruments, involve the risk that, if the derivative security declines in value, additional margin would be required to maintain the margin level. The seller may require a Fund to deposit additional sums to cover this decline in value, and the margin call may be at short notice. If additional margin is not provided in time, the seller may liquidate the positions at a loss for which a Fund is liable. The potential for margin calls and large losses are much greater in CFDs than in other leveraged products. Most CFDs are traded OTC. CFDs are not registered with the SEC or any U.S. regulator, and are not subject to U.S. regulation. In a short position, the Fund will receive or pay an amount based upon the amount, if any, by which the notional amount of the CFD would have decreased or increased in value had it sold the particular stocks short, less the dividends that would have been paid on those stocks, plus a floating rate of interest on the notional amount of the CFD. All of these components are reflected in the market value of the CFD.
CFDs are marked-to-market daily based upon quotations from market makers and the resulting changes in market values, if any, are recorded as an unrealized gain or loss in the Statements of Operations. Periodic payments made or received are recorded as realized gains or losses. Entering into CFDs involves, to varying degrees, elements of credit and market risk in excess of the amounts recognized on the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these contracts, that the counterparty to the contract may default on its obligation to perform and that there may be unfavorable changes in market conditions. CFDs outstanding at period end, if any, are listed on the Portfolio of Investments. As of the end of the reporting period, BP Long/Short Research Fund and BP Emerging Markets Dynamic Equity Fund had cash deposits for contracts for difference of $1,417,565 and $2,283,691, respectively, which were pledged as collateral. In connection with CFDs, cash or securities may be segregated as collateral by the Funds’ custodian. As of the end of the reporting period, the BP Long/Short Research Fund, BP Global Long/Short Fund, BP Emerging Markets Dynamic Equity Fund and the BP Emerging Markets Fund held CFDs.
During the current fiscal period, the average volume of CFDs was as follows:
| | NOTIONAL AMOUNT | | | NOTIONAL AMOUNT | |
FUND | | LONG | | | SHORT | |
BP Long/Short Research Fund | | $ | 5,778,322 | | | $ | 57,940,670 | |
BP Global Long/Short Fund | | | 723,474 | | | | 11,757,325 | |
BP Emerging Markets Dynamic Equity Fund | | | 17,401,766 | | | | 22,914,653 | |
BP Emerging Markets Fund | | | 1,018,791 | | | | — | |
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
The following is a summary of CFD’s that are subject to enforceable master netting agreements (or similar arrangements) and collateral received and pledged in connection with the master netting agreements (or similar arrangements) as of the end of the reporting period:
| | | | | GROSS AMOUNT NOT OFFSET IN THE STATEMENTS OF ASSETS AND LIABILITIES | | | | | | | | | GROSS AMOUNT NOT OFFSET IN THE STATEMENTS OF ASSETS AND LIABILITIES | | | | |
FUND | | GROSS AMOUNTS OF RECOGNIZED ASSETS | | | FINANCIAL INSTRUMENTS | | | CASH COLLATERAL RECEIVED | | | NET AMOUNT1 | | | GROSS AMOUNTS OF RECOGNIZED LIABILITIES | | | FINANCIAL INSTRUMENTS | | | CASH COLLATERAL PLEDGED2 | | | NET AMOUNT3 | |
BP Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs | | $ | 479,716 | | | $ | 110,160 | | | $ | — | | | $ | 369,556 | | | $ | 110,160 | | | $ | 110,160 | | | $ | — | | | $ | — | |
Macquarie | | | 108,003 | | | | — | | | | — | | | | 108,003 | | | | — | | | | — | | | | 780,000 | | | | — | |
Morgan Stanley | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 637,565 | | | | — | |
Total | | $ | 587,719 | | | $ | 110,160 | | | $ | — | | | $ | 477,559 | | | $ | 110,160 | | | $ | 110,160 | | | $ | 1,417,565 | | | $ | — | |
BP Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs | | $ | 89,349 | | | $ | — | | | $ | — | | | $ | 89,349 | | | | $ — | | | $ | — | | | $ | — | | | $ | — | |
Macquarie | | | 17,183 | | | | — | | | | — | | | | 17,183 | | | | — | | | | — | | | | — | | | | — | |
Total | | $ | 106,532 | | | $ | — | | | $ | — | | | $ | 106,532 | | | | $ — | | | $ | — | | | $ | — | | | $ | — | |
BP Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs | | $ | 1,325,072 | | | $ | 678,837 | | | $ | — | | | $ | 646,235 | | | $ | 678,837 | | | $ | 678,837 | | | $ | — | | | $ | — | |
Macquarie | | | 3,854 | | | | — | | | | — | | | | 3,854 | | | | — | | | | — | | | | 144,859 | | | | — | |
Morgan Stanley | | | 84,866 | | | | 8,398 | | | | — | | | | 76,468 | | | | 8,398 | | | | 8,398 | | | | 2,138,832 | | | | — | |
Total | | $ | 1,413,792 | | | $ | 687,235 | | | $ | — | | | $ | 726,557 | | | $ | 687,235 | | | $ | 687,235 | | | $ | 2,283,691 | | | $ | — | |
BP Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs | | $ | 19,888 | | | $ | 19,888 | | | $ | — | | | $ | — | | | $ | 43,306 | | | $ | 19,888 | | | $ | — | | | $ | 23,418 | |
Total | | $ | 19,888 | | | $ | 19,888 | | | $ | — | | | $ | — | | | $ | 43,306 | | | $ | 19,888 | | | $ | — | | | $ | 23,418 | |
1 | Net amount represents the net amount receivable from the counterparty in the event of default. |
2 | Actual collateral pledged may be more than the amount shown. |
3 | Net amount represents the net amount payable to the counterparty in the event of default. |
2. INVESTMENT ADVISERS AND OTHER SERVICES
Boston Partners Global Investors, Inc. (“Boston Partners” or the “Adviser”) serves as the investment adviser to each Fund. Each Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table. Campbell & Company Investment Adviser LLC is a co-adviser to BP Global Equity Advantage Fund and is entitled to 50% of the Advisory Fee.
The Adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed the rates (“Expense Caps”) shown in the following table of each Fund’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause total annual Fund operating expenses to exceed the Expense Caps as applicable: short sale dividend expense, brokerage commissions, extraordinary expenses, interest and taxes. This contractual limitation for all the Funds (other than the BP Emerging Markets Dynamic Equity Fund and the BP Global Equity Advantage Fund) is in effect until February 28, 2021 and may not be terminated without the approval of the Board. For the BP Emerging Markets Dynamic Equity Fund, the contractual limitation is in effect until February 28, 2022 and may not be terminated without the approval of the Board. For the BP Global Equity Advantage Fund, the contractual limitation is in effect until December 31, 2021 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after these dates.
| | | | | EXPENSE CAPS | |
FUND | | ADVISORY FEE | | INSTITUTIONAL CLASS | | INVESTOR CLASS |
BP Small Cap Value Fund II | | | 0.85 | % | | | 0.99 | % | | | 1.24 | % |
BP Long/Short Equity Fund | | | 2.25 | | | | 1.96 | | | | 2.21 | |
BP Long/Short Research Fund | | | 1.25 | | | | 1.50 | | | | 1.75 | |
BP All-Cap Value Fund | | | 0.70 | | | | 0.80 | | | | 1.05 | |
WPG Partners Small/Micro Cap Value Fund* | | | 0.80 | | | | 1.10 | | | | N/A | |
BP Global Equity Fund | | | 0.90 | | | | 0.95 | | | | 1.20 | |
BP Global Long/Short Fund | | | 1.50 | | | | 2.00 | | | | 2.25 | |
BP Emerging Markets Dynamic Equity Fund | | | 1.25 | | | | 1.40 | | | | N/A | |
BP Emerging Markets Fund | | | 0.75 | | | | 1.00 | | | | N/A | |
BP Global Equity Advantage Fund | | | 1.00 | | | | 1.05 | | | | N/A | |
* | 0.80% of net asset up to $500 million, 0.75% of net assets in excess of $500 million. |
Annual Report 2020 | 105
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NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
For the period September 1, 2019 through February 28, 2020, the BP Long/Short Equity Fund agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.50% and 2.75% of the Fund’s average daily net assets attributable to the Institutional Class and Investor Class respectively.
For the period September 1, 2019 through September 30, 2019, the BP Emerging Markets Dynamic Equity Fund agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.00% of the Fund’s average daily net assets attributable to the Institutional Class. For the period September 1, 2019 through September 30, 2019, the BP Emerging Markets Dynamic Equity Fund’s advisory fee was 1.85%.
For the period October 1, 2019 through May 31, 2020, the BP Emerging Markets Dynamic Equity Fund agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.50% of the Fund’s average daily net assets attributable to the Institutional Class. For the period October 1, 2019 through May 31, 2020, the BP Emerging Markets Dynamic Equity Fund’s advisory fee was 1.50%.
For the period September 1, 2019 through May 31, 2020, the BP Emerging Markets Fund agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.10% of the Fund’s average daily net assets attributable to the Institutional Class. For the period September 1, 2019 through May 31, 2020, the BP Emerging Markets Fund’s advisory fee was 0.85%.
For the period September 1, 2019 through May 31, 2020, the BP Small Cap Value Fund II agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding short sale dividend expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.10 % and 1.35% of the Fund’s average daily net assets attributable to the Institutional Class and Investor Class respectively. For the period of September 1, 2019 through May 31, 2020, the BP Small Cap Value Fund II’s advisory fee was 0.95%.
The Adviser may recoup from each Fund fees and expenses previously paid, waived, or absorbed for a period of three years after such fees or expenses were incurred, provided that the repayments do not cause the Funds’ operating expenses (excluding brokerage commissions, short sale dividend expense, taxes, interest expense, and any extraordinary expenses) to exceed the Expense Caps of each class of each Fund that were in effect at the time the fees and expenses were paid, waived, or absorbed by the Adviser, as well as the Expense Caps that are currently in effect, if different.
During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed were as follows:
FUND | | GROSS ADVISORY FEES | | WAIVERS AND/OR REIMBURSEMENTS* | | RECOUPMENTS | | NET ADVISORY FEES |
BP Small Cap Value Fund II | | $ | 5,097,213 | | | $ | (148,231 | ) | | | $37,839 | | | $ | 4,986,821 | |
BP Long/Short Equity Fund | | | 3,449,701 | | | | (242,417 | ) | | | — | | | | 3,207,284 | |
BP Long/Short Research Fund | | | 28,999,011 | | | | — | | | | — | | | | 28,999,011 | |
BP All-Cap Value Fund | | | 10,908,737 | | | | (746,620 | ) | | | — | | | | 10,162,117 | |
WPG Partners Small/Micro Cap Value Fund | | | 165,187 | | | | (45,416 | ) | | | — | | | | 119,771 | |
BP Global Equity Fund | | | 4,014,169 | | | | (1,193,888 | ) | | | — | | | | 2,820,281 | |
BP Global Long/Short Fund | | | 5,692,998 | | | | — | | | | — | | | | 5,692,998 | |
BP Emerging Markets Dynamic Equity Fund | | | 847,128 | | | | (307,711 | ) | | | — | | | | 539,417 | |
BP Emerging Markets Fund | | | 110,348 | | | | (178,695 | ) | | | — | | | | (68,347 | ) |
BP Global Equity Advantage Fund | | | 313,204 | | | | (352,836 | ) | | | — | | | | (39,632 | ) |
| | | | | | | | | | | | | | | | |
As of the end of the reporting period, the Funds had amounts available for recoupment as follows: |
|
FUND | August 31, 2021 | | August 31, 2022 | | August 31, 2023 | | | TOTAL | |
BP Small Cap Value Fund II | | | $242,966 | | | | $406,176 | | | | $ 148,231 | | | | $ 797,373 | |
BP Long/Short Equity Fund | | | — | | | | 45,543 | | | | 242,417 | | | | 287,960 | |
BP All-Cap Value Fund | | | 89,619 | | | | 476,070 | | | | 746,620 | | | | 1,312,309 | |
WPG Partners Small/Micro Cap Value Fund | | | 5,324 | | | | 35,330 | | | | 45,416 | | | | 86,070 | |
BP Global Equity Fund | | | 523,243 | | | | 608,508 | | | | 1,193,888 | | | | 2,325,639 | |
BP Emerging Markets Dynamic Equity Fund | | | 245,314 | | | | 291,221 | | | | 307,711 | | | | 844,246 | |
BP Emerging Markets Fund | | | 135,327 | | | | 162,027 | | | | 178,695 | | | | 476,049 | |
BP Global Equity Advantage Fund | | | — | | | | 110,276 | | | | 352,836 | | | | 463,112 | |
* | Includes Acquired fund fees and expenses. Acquired fund fees and expenses are indirect fees and expenses that the Fund incurs from investing in the shares of other mutual funds, including money market funds and exchange traded funds. |
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Funds. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Funds’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
106 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar become a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s distributor.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Statements of Operations.
The Board has approved a Distribution Agreement for the Funds and adopted separate Plans of Distribution for the Investor Class Shares of each BP Fund (the “Plans”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plans, Quasar Distributors, LLC (the “Underwriter”) is entitled to receive from each Fund a distribution fee with respect to the Investor Class Shares, which is accrued daily and paid monthly, of up to 0.25% on an annualized basis of the average daily net assets of the Investor Class Shares. Amounts paid to the Distributor under the Plans may be used by the Distributor to cover expenses that are related to (i) the sale of the Investor Class Shares, (ii) ongoing servicing and/or maintenance of the accounts of shareholders, and (iii) sub-transfer agency services, subaccounting services or administrative services related to the sale of the Investor Class Shares, all as set forth in the Plans.
3. DIRECTOR AND OFFICER COMPENSATION
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Funds or the Company. For Director and Officer compensation amounts, please refer to the Statements of Operations.
4. PURCHASES AND SALES OF INVESTMENT SECURITIES
During the current fiscal period, aggregate purchases and sales of investment securities (excluding short-term investments and derivative transactions) of the Funds were as follows:
FUND | | PURCHASES | | | SALES | |
BP Small Cap Value Fund II | | $ | 323,614,245 | | | $ | 244,606,901 | |
BP Long/Short Equity Fund | | | 69,863,637 | | | | 251,871,617 | |
BP Long/Short Research Fund | | | 1,489,470,892 | | | | 3,522,290,536 | |
BP All-Cap Value Fund | | | 550,965,824 | | | | 1,073,128,000 | |
WPG Partners Small/Micro Cap Value Fund | | | 24,548,254 | | | | 25,383,810 | |
BP Global Equity Fund | | | 514,972,458 | | | | 959,476,386 | |
BP Global Long/Short Fund | | | 449,106,109 | | | | 867,140,943 | |
BP Emerging Markets Dynamic Equity Fund | | | 89,115,079 | | | | 88,576,900 | |
BP Emerging Markets Fund | | | 27,718,379 | | | | 20,935,749 | |
BP Global Equity Advantage Fund | | | 49,706,394 | | | | 37,824,117 | |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. CAPITAL SHARE TRANSACTIONS
As of the end of the reporting period, each class of each Fund has 100,000,000 shares of $0.001 par value common stock authorized except for the Institutional Class Shares of the BP Long/Short Research Fund, BP Global Long/Short Fund and WPG Small/Micro Cap Value Fund, which have 750,000,000 shares, 300,000,000 shares and 50,000,000 shares, respectively, of $0.001 par value common stock authorized.
6. RESTRICTED SECURITIES
Each Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities, if applicable, is included at the end of each Fund’s Schedule of Investments.
As of the end of the reporting period, the Funds did not hold any restricted securities that were illiquid.
Annual Report 2020 | 107
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
7. FEDERAL INCOME TAX INFORMATION
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by each Fund were as follows:
FUND | | FEDERAL TAX COST | | | UNREALIZED APPRECIATION | | | UNREALIZED (DEPRECIATION) | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
BP Small Cap Value Fund II | | $ | 552,034,919 | | | $ | 131,481,178 | | | $ | (49,151,254 | ) | | $ | 82,329,924 | |
BP Long/Short Equity Fund | | | 73,979,493 | | | | 26,610,917 | | | | (11,703,093 | ) | | | 14,907,824 | |
BP Long/Short Research Fund | | | 890,136,870 | | | | 348,689,861 | | | | (182,433,757 | ) | | | 166,256,104 | |
BP All-Cap Value Fund | | | 1,093,944,273 | | | | 356,556,152 | | | | (65,459,524 | ) | | | 291,096,628 | |
WPG Small/Micro Cap Value Fund | | | 21,657,283 | | | | 2,737,022 | | | | (2,339,943 | ) | | | 397,079 | |
BP Global Equity Fund | | | 178,617,646 | | | | 29,862,906 | | | | (18,707,178 | ) | | | 11,155,728 | |
BP Global Long/Short Fund | | | 127,400,791 | | | | 27,913,506 | | | | (27,019,474 | ) | | | 894,032 | |
BP Emerging Markets Dynamic Equity Fund | | | 53,685,528 | | | | 6,586,408 | | | | (5,109,081 | ) | | | 1,477,327 | |
BP Emerging Markets Fund | | | 15,307,184 | | | | 2,435,899 | | | | (1,246,676 | ) | | | 1,189,223 | |
BP Global Equity Advantage Fund | | | 34,080,015 | | | | 3,589,782 | | | | (2,589,486 | ) | | | 1,000,296 | |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
The following permanent differences as of August 31, 2020 were reclassified among the following accounts. They are primarily attributable to net investment loss, deemed distributions due to shareholder redemptions and investments in partnerships.
FUND | | DISTRIBUTABLE EARNINGS/(LOSS) | | PAID-IN CAPITAL |
BP Small Cap Value Fund II | | $ | — | | | $ | — | |
BP Long/Short Equity Fund | | | 1,797,443 | | | | (1,797,443 | ) |
BP Long/Short Research Fund | | | (1,816,049 | ) | | | 1,816,049 | |
BP All—Cap Value Fund | | | (17,626,580 | ) | | | 17,626,580 | |
WPG Small/Micro Cap Value Fund | | | — | | | | — | |
BP Global Equity Fund | | | — | | | | — | |
BP Global Long/Short Fund | | | — | | | | — | |
BP Emerging Markets Dynamic Equity Fund | | | — | | | | — | |
BP Emerging Markets Fund | | | — | | | | — | |
BP Global Equity Advantage Fund | | | — | | | | — | |
108 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
FUND | | UNDISTRIBUTED ORDINARY INCOME | | UNDISTRIBUTED LONG-TERM CAPITAL GAINS | | CAPITAL LOSS CARRYFORWARDS | | QUALIFIED LATE-YEAR LOSS DEFERRAL | | OTHER TEMPORARY DIFFERENCES | | UNREALIZED APPRECIATION/ (DEPRECIATION) |
BP Small Cap Value Fund II | | $ | 1,243,496 | | | $ | — | | | $ | — | | | $ | (50,665,332 | ) | | $ | — | | | $ | 82,329,924 | |
BP Long/Short Equity Fund | | | — | | | | 23,768,788 | | | | — | | | | (775,181 | ) | | | — | | | | 15,062,040 | |
BP Long/Short Research Fund | | | — | | | | — | | | | — | | | | (15,368,510 | ) | | | (42,817 | ) | | | 169,525,534 | |
BP All-Cap Value Fund | | | 9,728,866 | | | | 11,862,937 | | | | — | | | | — | | | | — | | | | 291,096,750 | |
WPG Small/Micro Cap Value Fund | | | 144,307 | | | | — | | | | (4,997,743 | ) | | | — | | | | — | | | | 397,079 | |
BP Global Equity Fund | | | 2,483,105 | | | | — | | | | (44,714,757 | ) | | | — | | | | — | | | | 11,211,783 | |
BP Global Long/Short Fund | | | 71,671 | | | | — | | | | (38,967,945 | ) | | | — | | | | (27,207 | ) | | | 982,469 | |
BP Emerging Markets Dynamic Equity Fund | | | 4,742,594 | | | | — | | | | (5,466,295 | ) | | | — | | | | — | | | | 1,481,709 | |
BP Emerging Markets Fund | | | 129,801 | | | | — | | | | (1,747,300 | ) | | | — | | | | — | | | | 1,187,560 | |
BP Global Equity Advantage Fund | | | 226,713 | | | | — | | | | (2,194,825 | ) | | | — | | | | — | | | | 1,002,626 | |
The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2020 and 2019 was as follows:
| | 2020 | | 2019 |
| | ORDINARY | | LONG-TERM | | | | ORDINARY | | LONG-TERM | | |
FUND | | INCOME | | GAINS | | TOTAL | | INCOME | | GAINS | | TOTAL |
BP Small Cap Value Fund II | | $ | 6,975,898 | | | $ | 7,342,323 | | | $ | 14,318,221 | | | $ | 11,884,149 | | | $ | 20,336,281 | | | $ | 32,220,430 | |
BP Long/Short Equity Fund | | | — | | | | 18,723,860 | | | | 18,723,860 | | | | — | | | | 43,200,172 | | | | 43,200,172 | |
BP Long/Short Research Fund | | | 40,387,000 | | | | 28,936,257 | | | | 69,323,257 | | | | 5,587,801 | | | | 288,622,682 | | | | 294,210,483 | |
BP All-Cap Value Fund | | | 27,893,874 | | | | 18,747,281 | | | | 46,641,155 | | | | 22,851,076 | | | | 96,077,448 | | | | 118,928,524 | |
WPG Small/Micro Cap Value Fund | | | 108,852 | | | | — | | | | 108,852 | | | | 1,612,257 | | | | 209,442 | | | | 1,821,699 | |
BP Global Equity Fund | | | 10,116,438 | | | | — | | | | 10,116,438 | | | | 17,841,138 | | | | 33,323,268 | | | | 51,164,406 | |
BP Global Long/Short Fund | | | 7,319,397 | | | | — | | | | 7,319,397 | | | | — | | | | 16,527,482 | | | | 16,527,482 | |
BP Emerging Markets Dynamic Equity Fund | | | 1,296,540 | | | | — | | | | 1,296,540 | | | | — | | | | 318,952 | | | | 318,952 | |
BP Emerging Markets Fund | | | 503,507 | | | | — | | | | 503,507 | | | | — | | | | — | | | | — | |
BP Global Equity Advantage Fund | | | 633,996 | | | | — | | | | 633,996 | | | | — | | | | — | | | | — | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and August 31 and late year ordinary losses ((i) ordinary losses between January 1 and August 31, and (ii) specified ordinary and currency losses between November 1 and August 31) as occurring on the first day of the following tax year. For the year ended August 31, 2020, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2020.
Annual Report 2020 | 109
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2020
For the fiscal year ended August 31, 2020, the following Funds deferred to September 1, 2020, the following qualified late-year losses.
| | LATE-YEAR | | POST-OCTOBER |
| | ORDINARY LOSS | | CAPITAL LOSS |
FUND | | DEFERRAL | | DEFERRAL |
BP Small Cap Value Fund II | | $ | — | | | $ | 50,665,332 | |
BP Long/Short Equity Fund | | | 775,181 | | | | — | |
BP Long/Short Research Fund | | | 15,368,510 | | | | — | |
BP All-Cap Value Fund | | | — | | | | — | |
WPG Small/Micro Cap Value Fund | | | — | | | | — | |
BP Global Equity Fund | | | — | | | | — | |
BP Global Long/Short Fund | | | — | | | | — | |
BP Emerging Markets Dynamic Equity Fund | | | — | | | | — | |
BP Emerging Markets Fund | | | — | | | | — | |
BP Global Equity Advantage Fund | | | — | | | | — | |
Accumulated capital losses represent net capital loss carryforwards as of August 31, 2020 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.
As of August 31, 2020, the WPG Small/Micro Cap Value Fund had short-term post-enactment capital losses of $1,924,714 and long-term post-enactment capital losses of $3,073,029. The BP Global Equity Fund had short-term post-enactment capital losses of $44,714,757. The BP Global Long/Short Fund had short-term post-enactment capital losses of $38,967,945. The BP Emerging Markets Dynamic Equity Fund had short-term post-enactment capital losses of $5,466,295. The BP Emerging Markets Fund had short-term post-enactment capital losses of $1,353,370 and long-term post-enactment capital losses of $393,930. The BP Global Equity Advantage Fund had short-term post-enactment capital losses of $2,194,825. The capital losses can be carried forward for an unlimited period.
8. SECURITIES LENDING
Securities may be loaned to financial institutions, such as broker-dealers, and are required to be secured continuously by collateral in cash, cash equivalents, letter of credit or U.S. Government securities maintained on a current basis at an amount at least equal to the market value of the securities loaned. Cash collateral received, pursuant to investment guidelines established by the Funds and approved by the Board, is invested in short-term investments. All such investments are made at the risk of the Funds and, as such, the Funds are liable for investment losses. Such loans would involve risks of delay in receiving additional collateral in the event the value of the collateral decreased below the value of the securities loaned or of delay in recovering the securities loaned or even loss of rights in the collateral should the borrower of the securities fail financially. However, loans will be made only to borrowers deemed by Boston Partners to be of good standing and only when, in Boston Partners’ judgment, the income to be earned from the loans justifies the attendant risks. Any loans of a Fund’s securities will be fully collateralized and marked to market daily. Investments purchased with proceeds from securities lending are overnight and continuous. During the current fiscal period, the Funds participated in securities lending. The market value of securities on loan and cash collateral as of the end of the reporting period and the income generated from the program during the current fiscal period with respect to such loans were as follows:
| | MARKET VALUE | | | | INCOME RECEIVED |
| | OF SECURITIES | | MARKET VALUE | | FROM SECURITIES |
FUND | | LOANED | | OF COLLATERAL | | LENDING |
BP Small Cap Value Fund II | | $ | 51,361,233 | | | $ | 53,885,936 | | | $ | 262,849 | |
BP Long/Short Equity Fund | | | 7,439,943 | | | | 7,775,760 | | | | 79,555 | |
BP All-Cap Value Fund | | | 99,392,526 | | | | 103,029,868 | | | | 401,250 | |
WPG Small/Micro Cap Value Fund | | | 2,683,729 | | | | 2,795,892 | | | | 6,073 | |
BP Global Equity Fund | | | 11,827,284 | | | | 12,352,274 | | | | 36,429 | |
Securities lending transactions are entered into by the Funds’ securities lending agent on behalf of the Funds under a Master Securities Lending Agreement (“MSLA”) which permits the Funds’ securities lending agent on behalf of the Funds, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset amounts payable on behalf of the Funds to the same counterparty against amounts to be received and create one single net payment due to or from the Funds. The following table is a summary of the Funds’ open securities lending transactions which are subject to a MSLA as of the end of the reporting period:
110 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
August 31, 2020
| | | | | | | | GROSS AMOUNT NOT OFFSET IN THE |
| | | | | | | | STATEMENTS OF ASSETS AND LIABILITIES |
| | | | | | NET AMOUNT | | | | | | |
| | | | GROSS AMOUNTS | | OF ASSETS | | | | | | |
| | | | OFFSET IN | | PRESENTED IN | | | | | | |
| | GROSS AMOUNT | | THE STATEMENT | | THE STATEMENT | | | | CASH | | |
| | OF RECOGNIZED | | OF ASSETS | | OF ASSETS | | FINANCIAL | | COLLATERAL | | |
FUND | | ASSETS | | AND LIABILITIES | | AND LIABILITIES | | INSTRUMENTS1 | | RECEIVED | | NET AMOUNT |
BP Small Cap Value Fund II | | $ | 51,361,233 | | | | — | | | $ | 51,361,233 | | | $ | (51,361,233 | ) | | | — | | | | — | |
BP Long/Short Equity Fund | | | 7,439,943 | | | | — | | | | 7,439,943 | | | | (7,439,943 | ) | | | — | | | | — | |
BP All-Cap Value Fund | | | 99,392,526 | | | | — | | | | 99,392,526 | | | | (99,392,526 | ) | | | — | | | | — | |
WPG Small/Micro Cap Value Fund | | | 2,683,729 | | | | — | | | | 2,683,729 | | | | (2,683,729 | ) | | | — | | | | — | |
BP Global Equity Fund | | | 11,827,284 | | | | — | | | | 11,827,284 | | | | (11,827,284 | ) | | | — | | | | — | |
1 | Amount disclosed is limited to the amount of assets presented in the Statements of Assets and Liabilites. Actual collateral received may be more than the amount shown. |
9. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Funds’ financial statements and has elected to early adopt the removed and modified disclosure effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
10. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there was the following subsequent event:
Loan Agreement
Effective September 15, 2020, the Company, on behalf of the Funds, entered into a loan agreement with the Custodian. The Custodian has made available to the Funds a $100,000,000 committed credit facility. Interest charged is at the prime lending rate of the Custodian, as announced by the Custodian from time to time.
Annual Report 2020 | 111
BOSTON PARTNERS INVESTMENT FUNDS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of The RBB Fund, Inc. and Shareholders of Boston Partners Small Cap Value Fund II, Boston Partners Long/Short Equity Fund, Boston Partners Long/Short Research Fund, Boston Partners All-Cap Value Fund, WPG Partners Small/Micro Cap Value Fund, Boston Partners Global Equity Fund, Boston Partners Global Long/Short Fund, Boston Partners Emerging Markets Dynamic Equity Fund (formerly Boston Partners Emerging Markets Long/Short Fund), Boston Partners Emerging Markets Fund and Boston Partners Global Equity Advantage Fund
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities of Boston Partners Small Cap Value Fund II, Boston Partners Long/Short Equity Fund, Boston Partners Long/Short Research Fund, Boston Partners All-Cap Value Fund, WPG Partners Small/Micro Cap Value Fund, Boston Partners Global Equity Fund, Boston Partners Global Long/Short Fund, Boston Partners Emerging Markets Dynamic Equity Fund, Boston Partners Emerging Markets Fund and Boston Partners Global Equity Advantage Fund (collectively referred to as the “Funds”) (ten of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the portfolios of investments, as of August 31, 2020, and the related statements of operations, the statements of changes in net assets, and the financial highlights for each of the periods indicated in the table below 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 each of the Funds (ten of the portfolios constituting The RBB Fund, Inc.) at August 31, 2020, and the results of their operations, changes in net assets and financial highlights for each of the periods indicated in the table below, in conformity with U.S. generally accepted accounting principles.
Individual portfolio constituting The RBB Fund, Inc. | Statement of operations | Statements of changes in net assets | Financial highlights |
Boston Partners Small Cap Value Fund II Boston Partners Long/Short Equity Fund Boston Partners Long/Short Research Fund Boston Partners All-Cap Value Fund WPG Partners Small/Micro Cap Value Fund Boston Partners Global Equity Fund Boston Partners Global Long/Short Fund | For the year ended August 31, 2020 | For each of the two years in the period ended August 31, 2020 | For each of the five years in the period ended August 31, 2020 |
Boston Partners Emerging Markets Dynamic Equity Fund | For the year ended August 31, 2020 | For each of the two years in the period ended August 31, 2020 | For each of the four years in the period ended August 31, 2020 and the period December 15, 2015 (commencement of operations) to August 31, 2016 |
Boston Partners Emerging Markets Fund | For the year ended August 31, 2020 | For each of the two years ended August 31, 2020 and the period October 17, 2017 (commencement of operations) to August 31, 2018 |
Boston Partners Global Equity Advantage Fund | For the year ended August 31, 2020 | For the year ended August 31, 2020 and the period May 29, 2019 (commencement of operations) to August 31, 2019 |
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on each of the Funds’ 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 Company in accordance with the U.S. federal securities laws 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.
112 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (CONCLUDED)
Our audits included performing procedures to assess the risks 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 August 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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.
We have served as the auditor of one or more Boston Partners investment companies since 2007.
Philadelphia, Pennsylvania
October 30, 2020
Annual Report 2020 | 113
BOSTON PARTNERS INVESTMENT FUNDS | |
SHAREHOLDER TAX INFORMATION | |
(UNAUDITED)
Certain tax information regarding each Fund is required to be provided to shareholders based upon each Fund’s income and distributions for the taxable year ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2020. During the fiscal year ended August 31, 2020, the following dividends and distributions were paid by each of the Funds:
| | ORDINARY INCOME | | LONG-TERM CAPITAL GAINS |
BP Small Cap Value Fund II | | $ | 6,975,898 | | | $ | 7,342,323 | |
BP Long/Short Equity Fund | | | — | | | | 18,723,860 | |
BP Long/Short Research Fund | | | 40,387,000 | | | | 28,936,257 | |
BP All-Cap Value Fund | | | 27,893,874 | | | | 18,747,281 | |
WPG Small/Micro Cap Value Fund | | | 108,852 | | | | — | |
BP Global Equity Fund | | | 10,116,438 | | | | — | |
BP Global Long/Short Fund | | | 7,319,397 | | | | — | |
BP Emerging Markets Dynamic Equity Fund | | | 1,296,540 | | | | — | |
BP Emerging Markets Fund | | | 503,507 | | | | — | |
BP Global Equity Advantage Fund | | | 633,996 | | | | — | |
Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
Under the Jobs and Growth Tax relief Reconciliation Act of 2003 the following percentages of ordinary dividends paid during the fiscal year ended August 31, 2020 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
BP Small Cap Value Fund II | | | 100.00 | % |
BP Long/Short Equity Fund | | | 0.00 | % |
BP Long/Short Research Fund | | | 100.00 | % |
BP All-Cap Value Fund | | | 100.00 | % |
WPG Small/Micro Cap Value Fund | | | 100.00 | % |
BP Global Equity Fund | | | 100.00 | % |
BP Global Long/Short Fund | | | 100.00 | % |
BP Emerging Markets Dynamic Equity Fund | | | 65.03 | % |
BP Emerging Markets Fund | | | 98.20 | % |
BP Global Equity Advantage Fund | | | 76.24 | % |
The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for each Fund is as follows:
BP Small Cap Value Fund II | | | 100.00 | % |
BP Long/Short Equity Fund | | | 0.00 | % |
BP Long/Short Research Fund. | | | 100.00 | % |
BP All-Cap Value Fund | | | 100.00 | % |
WPG Small/Micro Cap Value Fund | | | 100.00 | % |
BP Global Equity Fund | | | 66.93 | % |
BP Global Long/Short Fund | | | 100.00 | % |
BP Emerging Markets Dynamic Equity Fund | | | 4.68 | % |
BP Emerging Markets Fund | | | 16.28 | % |
BP Global Equity Advantage Fund | | | 31.88 | % |
The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is as follows:
BP Small Cap Value Fund II | | | 0.00 | % |
BP Long/Short Equity Fund | | | 0.00 | % |
BP Long/Short Research Fund. | | | 2.67 | % |
BP All-Cap Value Fund | | | 0.00 | % |
WPG Small/Micro Cap Value Fund | | | 0.00 | % |
BP Global Equity Fund | | | 2.43 | % |
BP Global Long/Short Fund | | | 2.55 | % |
BP Emerging Markets Dynamic Equity Fund | | | 15.01 | % |
BP Emerging Markets Fund | | | 15.61 | % |
BP Global Equity Advantage Fund | | | 1.15 | % |
114 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | |
SHAREHOLDER TAX INFORMATION (CONCLUDED) | |
(UNAUDITED)
The percentage of ordinary income distributions designated as qualified short-term gains pursuant to the American Job Creation Act of 2004 is as follows:
BP Small Cap Value Fund II | | | 0.00 | % |
BP Long/Short Equity Fund | | | 0.00 | % |
BP Long/Short Research Fund | | | 0.00 | % |
BP All-Cap Value Fund | | | 0.00 | % |
WPG Small/Micro Cap Value Fund | | | 0.00 | % |
BP Global Equity Fund | | | 0.00 | % |
BP Global Long/Short Fund | | | 0.00 | % |
BP Emerging Markets Dynamic Equity Fund | | | 0.00 | % |
BP Emerging Markets Fund | | | 0.00 | % |
BP Global Equity Advantage Fund | | | 0.00 | % |
Pursuant to Section 853 of the Internal Revenue Code, the following Portfolios elect to pass-through to shareholders the credit for taxes paid to eligible foreign countries, which may be less than the actual amount paid for financial statement purposes.
| | | | | | PER SHARE | | |
FUND | | GROSS FOREIGN SOURCE INCOME | | FOREIGN TAXES PASSTHROUGH | | GROSS FOREIGN SOURCE INCOME | | FOREIGN TAXES PASSTHROUGH | | SHARES OUTSTANDING AT 8/31/2020 |
BP Emerging Markets Fund | | 471,469 | | 41,177 | | 0.2795465877 | | 0.024414912 | | 1,686,550 |
BP Global Equity Fund | | 5,183,935 | | 465,966 | | 0.4425105879 | | 0.039775751 | | 11,714,826 |
Because each Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
In general, dividends received by tax exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.
Annual Report 2020 | 115
BOSTON PARTNERS INVESTMENT FUNDS | |
OTHER INFORMATION | |
(UNAUDITED)
Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling (888) 261-4073 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedule
The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its reports on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Boston Partners Funds Approval of Investment Advisory Agreements
Investment Advisory Agreement Renewal — All Funds (except Global Equity Advantage Fund)
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between Boston Partners and the Company (the “Investment Advisory Agreement”) on behalf of the Boston Partners Small Cap Value Fund II, Boston Partners All-Cap Value Fund, Boston Partners Long/Short Equity Fund, Boston Partners Long/Short Research Fund, WPG Partners Small/Micro Cap Value Fund, Boston Partners Global Equity Fund, Boston Partners Global Long/Short Fund, Boston Partners Emerging Markets Dynamic Equity Fund (formerly known as the Boston Partners Emerging Markets Long/Short Fund), and the Boston Partners Emerging Markets Fund (for this section only, each a “Fund” and collectively the “Funds”), at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Boston Partners with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement between the Company and Boston Partners with respect to the Funds, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Boston Partners’ services provided to the Funds; (ii) descriptions of the experience and qualifications of Boston Partners personnel providing those services; (iii) Boston Partners’ investment philosophies and processes; (iv) Boston Partners’ assets under management and client descriptions; (v) Boston Partners’ soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Boston Partners’ current advisory fee arrangements with the Company and other similarly managed clients; (vii) Boston Partners’ compliance procedures; (viii) Boston Partners’ financial information, insurance coverage and profitability analysis related to providing advisory services to the Funds; (ix) the extent to which economies of scale are relevant to the Funds; (x) report prepared by Broadridge/Lipper comparing each Fund’s management fees and total expense ratio to those each Fund’s respective Lipper Group and comparing the performance of each Fund to the performance of each Fund’s respective Lipper Group; and (xi) a report comparing the performance of each Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Boston Partners. The Directors concluded that Boston Partners had substantial resources to provide services to the Funds and that Boston Partners’ services had been acceptable.
The Directors also considered the investment performance of the Funds. Information on the Funds’ investment performance was provided for the one-, three-, five-, ten-years and since inception periods ended March 31, 2020, as applicable. The Directors considered the Funds’ investment performance in light of their investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Lipper Groups was acceptable.
In reaching this conclusion, the Directors noted that the Boston Partners All-Cap Value Fund outperformed its benchmark, the Russell 3000 Value Index for the ten-year and since-inception periods ended March 31, 2020. The Directors also noted that the Boston Partners All-Cap Value Fund ranked in the 1st quintile in its Lipper Performance Group for the one-year, two-year, three-year, four-year and five-year periods ended December 31, 2019.
The Directors noted that the Boston Partners Long/Short Equity Fund outperformed its primary benchmark, the S&P 500 Index, for the year-to-date and since-inception periods ended March 31, 2020. The Directors noted that the Boston Partners Long/Short Equity Fund’s performance ranked in the 2nd quintile in its Lipper Performance Group for the one-year, four-year and five-year periods ended December 31, 2019.
116 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | |
OTHER INFORMATION (CONTINUED) | |
(UNAUDITED)
The Directors noted that the WPG Partners Small/Micro Cap Value Fund outperformed its primary benchmark, the Russell 2000 Value Index, for the since-inception period ended March 31, 2020. The Directors noted that the WPG Partners Small/Micro Cap Value Fund’s performance ranked in the 1st quintile in its Lipper Performance Group for the one-year period ended December 31, 2019.
Next, the Directors also reviewed the performance of the Boston Partners Long/Short Research Fund, noting that the Fund had outperformed its benchmark, the S&P 500 Index, for the year-to-date period ended March 31, 2020. The Directors noted that the Boston Partners Long/Short Research Fund ranked within the 1st quintile in its Lipper Performance Group for the one-year period ended December 31, 2019.
The Directors next reviewed the performance of the Boston Partners Small Cap Value Fund II, which outperformed its benchmark, the Russell 2000 Value Index, for the since-inception period ended March 31, 2020. The Directors noted that the Boston Partners Small Cap Value Fund II ranked within the 1st quintile in its Lipper Performance Group and in its Lipper Performance Universe for the one-year period ended December 31, 2019.
The Directors also considered the performance of the Boston Partners Global Equity Fund, which underperformed its benchmark, the MSCI World Index, for the year-to-date, one-year, three-year, five-year and since-inception periods ended March 31, 2020. They also noted that the Boston Partners Global Equity Fund ranked in the 4th quintile for the one-year and four-year periods ended December 31, 2019 in its Lipper Performance Group.
The Directors noted that the Boston Partners Global Long/Short Fund had outperformed its benchmark, the MSCI World Index, for the year-to-date period ended March 31, 2020. They noted that for the one-year and five-year periods ended December 31, 2019, the Fund ranked in the 2nd quintile in its Lipper Performance Group.
The Directors then reviewed the performance of the Boston Partners Emerging Markets Dynamic Equity Fund, which outperformed its benchmark, the MSCI Emerging Markets Index, for the year-to-date, one-year, three-year, five-year and since-inception periods ended March 31, 2020. The Directors also noted that the Boston Partners Emerging Markets Dynamic Equity Fund ranked in the 1st quintile in its Lipper Performance Group for the one-year period ended December 31, 2019.
Finally, the Directors noted that the Boston Partners Emerging Markets Fund had outperformed its benchmark, the MSCI Emerging Markets Index, for the one-year period ended March 31, 2020. The Directors also noted that the Fund had commenced operations on October 17, 2017. They also noted that the Fund ranked in the 1st quintile for the one-year period ended December 31, 2019 in its Lipper Performance Group and Lipper Performance Universe.
The Board also considered the advisory fee rates payable by the Funds under the Investment Advisory Agreement. In this regard, information on the fees paid by the Funds and the Funds’ total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that Boston Partners had contractually agreed to waive management fees and reimburse expenses through at least February 28, 2021 for the Funds to limit total annual operating expenses to agreed upon levels for each Fund.
The Directors noted that the Boston Partners Small Cap Value Fund II’s actual advisor fees ranked in the 4th quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 3rd quintile of its Lipper Expense Group.
The Directors noted that the Boston Partners Long/Short Equity Fund’s actual advisor fees and total expenses ranked in the 5th quintile of its Lipper Expense Group.
The Directors noted that the Boston Partners Long/Short Research Fund’s actual advisor fees ranked in the 5th quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 3rd quintile of its Lipper Expense Group.
The Directors noted that the Boston Partners All-Cap Value Fund’s actual advisor fees ranked in the 3rd quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 1st quintile of its Lipper Expense Group.
The Directors noted that the WPG Partners Small/Micro Cap Value Fund’s actual advisor fees ranked in the 1st quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 2nd quintile of its Lipper Expense Group.
The Directors noted that the Boston Partners Global Equity Fund’s actual advisor fees and total expenses ranked in the 4th quintile of its Lipper Expense Group.
The Directors noted that the Boston Partners Global Long/Short Fund’s actual advisor fees ranked in the 5th quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 3rd quintile of its Lipper Expense Group.
The Directors noted that the Boston Partners Emerging Markets Dynamic Equity Fund’s actual advisor fees and total expenses ranked in the 5th quintile of its Lipper Expense Group.
The Directors noted that the Boston Partners Emerging Markets Fund’s actual advisor fees ranked in the 1st quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 2nd quintile of its Lipper Expense Group.
After reviewing the information regarding the Funds’ costs, profitability and economies of scale, and after considering Boston Partners’ services, the Directors concluded that the investment advisory fees paid by the Funds were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one-year period ending August 16, 2021.
Annual Report 2020 | 117
BOSTON PARTNERS INVESTMENT FUNDS | |
OTHER INFORMATION (CONTINUED) | |
(UNAUDITED)
Investment Co-Advisory Agreement Renewal — Boston Partners Global Equity Advantage Fund
As required by the 1940 Act, the Board, including all of the Independent Directors, considered the renewal of the investment co-advisory agreement among Boston Partners, Campbell & Company Investment Adviser LLC (“Campbell”), and the Company (the “Investment Co-Advisory Agreement”) on behalf of the Boston Partners Global Equity Advantage Fund (for this section only, the “Fund”) at the Meeting. At the Meeting, the Board, including all of the Independent Directors, approved the Investment Co-Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Co-Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Co-Advisory Agreement, the Board considered information provided by Boston Partners and Campbell with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Co-Advisory Agreement among the Company, Boston Partners, and Campbell with respect to the Fund, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of services provided to the Fund by Boston Partners and Campbell; (ii) descriptions of the experience and qualifications of personnel providing those services; (iii) the investment philosophies and processes of Boston Partners and Campbell; (iv) assets under management and client descriptions of Boston Partners and Campbell; (v) soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions of Boston Partners and Campbell; (vi) the advisory fee arrangements and other similarly managed clients, as applicable; (vii) compliance procedures of Boston Partners and Campbell; (viii) financial information, insurance coverage and profitability analysis related to providing advisory services to the Fund; (ix) the extent to which economies of scale are relevant to the Fund; (x) report prepared by Broadridge/Lipper comparing the Fund’s management fees and total expense ratio to its Lipper Group and comparing the performance of the Fund to the performance of its Lipper Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Boston Partners and Campbell. The Directors concluded that Boston Partners and Campbell had substantial resources to provide services to the Fund and that Boston Partners’ and Campbell’s services had been acceptable.
The Directors also considered the investment performance of the Fund. Information on the Fund’s investment performance was provided for the since inception period ended March 31, 2020. The Directors considered the Fund’s investment performance in light of its investment objectives and investment strategies. The Directors concluded that the investment performance of the Fund as compared to its benchmarks and Lipper Groups was acceptable.
In reaching this conclusion, the Directors noted that the Fund had slightly underperformed its benchmark, the MSCI World Index, for the year-to-date period ended March 31, 2020. The Directors also noted that the Fund had commenced operations on May 29, 2019. They also noted that the Fund ranked in the 4th quintile for the since-inception period ended December 31, 2019 in its Lipper Performance Group.
The Board also considered the advisory fee rates payable by the Fund under the Investment Co-Advisory Agreement. In this regard, information on the fees paid by the Fund and the Fund’s total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that Boston Partners and Campbell had contractually agreed to waive management fees and reimburse expenses through at least December 31, 2021 for the Fund to limit total annual operating expenses to agreed upon levels.
The Directors noted that the Fund’s actual advisor fees and total expenses ranked in the 1st quintile of its Lipper Expense Group.
After reviewing the information regarding costs, profitability and economies of scale of Boston Partners and Campbell, and after considering the services to be provided by Boston Partners and Campbell, the Directors concluded that the investment advisory fees to be paid by the Fund to Boston Partners and Campbell were fair and reasonable and that the Investment Co-Advisory Agreement should be approved and continued for an additional one-year period ending August 16, 2021.
118 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS | |
OTHER INFORMATION (CONCLUDED) | |
(UNAUDITED)
Liquidity Risk Management Program
The Company has adopted and implemented a Liquidity Risk Management Program (the “Company Program”) as required by rule 22e-4 under the Investment Company Act of 1940. In accordance with the Company Program, the Adviser has adopted and implemented a liquidity risk management program (the “Adviser Program” and together with the Company Program, the “Programs”) on behalf of the Funds. The Programs seek to assess, manage and review each Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that a Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interest in the Fund.
The Board has appointed Vigilant Compliance, LLC (“Vigilant”) as the program administrator for the Company Program and the Adviser as the program administrator for the Company Program. The Adviser has delegated oversight of the Adviser Program to its Liquidity Committee, whose process of monitoring and determining the liquidity of each Fund’s investments is supported by one or more third-party vendors.
At meetings held during the fiscal period, the Board and its Investment and Liquidity Risk Committee received and reviewed a written report (the “Report”) of Vigilant and the Adviser concerning the operation of the Programs for the period from December 1, 2018 to December 31, 2019 (the “Period”). The Report summarized the operation of the Programs and the information and factors considered by Vigilant and the Adviser in reviewing the adequacy and effectiveness of the implementation of the Programs with respect to each Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of each Fund’s portfolio investments and the Adviser’s assessment that each Fund’s strategy remained appropriate for an open-end mutual fund; (ii) that each Fund held primarily highly liquid assets (investments that the Fund anticipates can be converted to cash within 3 business days or less in current market conditions without significantly changing their market value); (iii) that none of the Funds required the establishment of a highly liquid investment minimum and the methodology for that determination; (iv) confirmation that none of the Funds had breached the 15% maximum illiquid security threshold (investments that cannot be sold or disposed of in seven days or less in current market conditions without the sale of the investment significantly changing the market value of the investment) and the procedures for monitoring compliance with the limit; (v) that the processes, technologies and third-party vendors used to assess, manage, and/or periodically review each Fund’s Liquidity Risk functioned appropriately during the Period; and (vi) that the Programs operated adequately during the Period. The Report also indicated that there were no material changes made to the Programs during the Period.
Based on the review, the Report concluded that the Programs were being implemented effectively and reasonably designed to assess and manage Liquidity Risk in each Fund’s portfolio.
There can be no assurance that the Company Program or the Adviser Program will achieve its objectives under all circumstances in the future. Please refer to the Funds’ prospectuses for more information regarding a Fund’s exposure to liquidity risk and other risks to which it may be subject.
Annual Report 2020 | 119
BOSTON PARTNERS INVESTMENT FUNDS
DIRECTORS AND EXECUTIVE OFFICERS
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling 1-888-261-4073.
Name, Address, and Age | | Position(s) Held with Company | | Term of Office and Length of Time Served1 | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Director* | | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS | | | | | |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | | Director | | 1988 to present | | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | | 35 | | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | | Director | | 2002 to present | | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | | 35 | | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | | Director | | 2012 to present | | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020. Chief Financial Officer, Emtec, Inc. (information technology consulting/ services. | | 35 | | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | | Director | | 2006 to present | | Since 1997, Consultant, financial services organizations. | | 35 | | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | | Chairman
Director | | 2005 to present
1991 to present | | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | | 35 | | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | | Director | | 2018 to present | | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | | 35 | | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company). Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | | Director | | 2006 to present | | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | | 35 | | Reich and Tang Group (asset management) (until 2015). |
120 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
DIRECTORS AND EXECUTIVE OFFICERS (CONTINUED)
INTERESTED DIRECTOR2
Name, Address, and Age | | Position(s) Held with Company | | Term of Office and Length of Time Served1 | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Director* | | Other Directorships Held by Director in the Past 5 Years |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | | Vice Chairman
Director | | 2016 to present
1991 to present | | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | | 35 | | None |
OFFICERS | | | | | | | | | | |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | | President
Chief Compliance Officer | | 2009 to present
2004 to present | | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | | N/A | | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | | Treasurer and Secretary | | 2016 to present | | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | | N/A | | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | | Director of Marketing & Business Development | | 2019 to present | | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC | | N/A | | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | | Assistant Treasurer | | 2018 to present | | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | | N/A | | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | | Assistant Secretary | | 2016 to present | | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | | N/A | | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | | Assistant Secretary | | 1999 to present | | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | | N/A | | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | | Assistant Secretary | | 2017 to present | | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | | N/A | | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
Annual Report 2020 | 121
BOSTON PARTNERS INVESTMENT FUNDS
DIRECTORS AND EXECUTIVE OFFICERS (CONCLUDED)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the past five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
122 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
PRIVACY NOTICE
(UNAUDITED)
FACTS | WHAT DO THE BOSTON PARTNERS INVESTMENT FUNDS DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number • account balances • account transactions • transaction history • wire transfer instructions • checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Boston Partners Investment Funds chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Do the Boston Partners Investment Funds share? | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes – to offer our products and services to you | No | No |
For joint marketing with other financial companies | No | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes – information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | No | Yes |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call (888) 261-4073 or go to www.boston-partners.com |
Annual Report 2020 | 123
BOSTON PARTNERS INVESTMENT FUNDS
PRIVACY NOTICE (CONTINUED)
(UNAUDITED)
What we do | |
How do the Boston Partners Investment Funds protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How do the Boston Partners Investment Funds collect my personal information? | We collect your personal information, for example, when you • open an account • provide account information • give us your contact information • make a wire transfer • tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes-information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
European Union’s General Data Protection Regulation | In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to • Check whether we hold personal information about you and to access such data (in accordance with our policy) • Request the correction of personal information about you that is inaccurate • Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible • Request the erasure of your personal information • Request the restriction of processing concerning you The legal grounds for processing of your personal information is for contractual necessity and compliance with law. If you wish to exercise any of your rights above, please call: 1-888-261-4073. You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us. |
124 | Annual Report 2020
BOSTON PARTNERS INVESTMENT FUNDS
PRIVACY NOTICE (CONCLUDED)
(UNAUDITED)
What we do (continued) | |
European Union’s General Data Protection Regulation (continued) | The Boston Partners Investment Funds shall retain your personal data for as long as you are an investor in the Funds and thereafter as long as necessary to comply with applicable laws that require the Funds to retain your personal data, such as the Securities and Exchange Commission’s data retention rules. Your personal data will be transferred to the United States so that the Funds may provide the agreed upon services for you. No adequacy decision has been rendered by the European Commission as to the data protection of your personal data when transferring it to the United States. However, the Funds do take the security of your personal data seriously. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. Our affiliates include: • ORIX Corporation. • Robeco Investment Management, Inc. • Robeco Securities, LLC |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • The Boston Partners Investment Funds don’t share with nonaffiliates so they can market to you. The Boston Partners Investment Funds may share information with nonaffiliates that perform marketing services on our behalf. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • The Boston Partners Investment Funds may share your information with other financial institutions with whom we have joint marketing arrangements who may suggest additional fund services or other investment products which may be of interest to you. |
Controller | “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law. |
Annual Report 2020 | 125
INVESTMENT ADVISER |
Boston Partners Global Investors, Inc. 60 East 42nd Street, Suite 1550 New York, NY 10165 |
ADMINISTRATOR AND TRANSFER AGENT |
U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, WI 53201 |
PRINCIPAL UNDERWRITER |
Quasar Distributors, LLC 111 E. Kilbourn Ave., Suite 2200 Milwaukee, WI 53202 |
CUSTODIAN |
U.S. Bank, N.A. 1555 North Rivercenter Drive, Suite 302 Milwaukee, WI 53212 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Ernst & Young LLP One Commerce Square 2005 Market Street, Suite 700 Philadelphia, PA 19103 |
LEGAL COUNSEL |
Faegre Drinker Biddle & Reath LLP One Logan Square, Ste. 2000 Philadelphia, PA 19103-6996 |
BOS-AR20 | |
Campbell Advantage Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Campbell Advantage Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Campbell Advantage Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-844-261-6488.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Campbell Advantage Fund, you can call 1-844-261-6488 to inform the Campbell Advantage Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Campbell Advantage Fund.
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund.
Campbell Advantage Fund
Shareholder Letter
August 31, 2020 (Unaudited)
The Campbell Advantage Fund (the “Fund”) generated a return of -37.35% during the fiscal year ended August 31, 2020, which, on a volatility-adjusted basis, was in line with industry benchmarks such as the SG Trend Index during the same period.
Performance during the period was driven by losses in equity indices, agricultural commodities, and fixed income trading. The Fund gained in energies, helping to offset some losses, and was generally flat in foreign exchange and in metals. The Fund’s risk target, which is a function of the Fund’s expected correlation to equities and equity volatility, increased during the first quarter of 2020 and remained relatively elevated throughout the period. The correlation cap limited the expected Fund correlation to equities to 0.2 throughout the period.
1
Campbell Advantage Fund
Performance Data
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in
Campbell Advantage Fund vs. BarclayHedge BTOP50 Index
This chart assumes a hypothetical $10,000 initial investment in the Campbell Advantage Fund (“Fund”) is made on May 31, 2019 (the date on which the Fund commenced investment) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the BarclayHedge BTOP50 Index is unmanaged, does not incur expenses and is not available for investment.
Average annual total returns for the periods ended August 31, 2020 | |
| ONE YEAR | SINCE INCEPTION (1) | |
Class I Shares | -37.35% | -12.57% | |
BarclayHedge BTOP50 Index(2) | -5.36% | 2.51% | |
(1) | Inception date of the Fund is May 31, 2019. |
(2) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
Performance data quoted is past performance and does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted above. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Call the Fund at 1-844-261-6488 for returns current to the most recent month-end.
An investment in the Fund is speculative and involves substantial risk. The Fund is not suitable for all investors. It is possible that an investor may lose some or all of its investment. The Fund invests in long and short positions in futures, forwards and spot contracts, each of which may be tied to commodities, financial indices and instruments, foreign currencies, or equity indices. The Fund also invests in investment grade fixed income securities of all durations
2
Campbell Advantage Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
and maturities. The Fund may be more volatile than investments in traditional securities. Losses on futures and other derivatives can be caused by unanticipated market movements and may be potentially unlimited. Commodities, currencies, foreign investments, and interest rate-linked instruments each entail special risks. The Fund is non-diversified; therefore gains or losses on a single holding may have a relatively great impact on the Fund. A more complete description of the Fund’s risks can be found in its prospectus, which should be read carefully before investing.
The Fund intends to elect to be treated and to qualify each year, as a regulated investment company (“RIC”) under the U.S. Internal Revenue Code (“Code”). To maintain qualification for federal income tax purposes as a RIC under the Code, the Fund must meet certain source-of-income, asset diversification and distribution of its income requirements. If the Fund were to fail to qualify as a RIC and became subject to federal income tax, shareholders of the Fund would be subject to diminished returns.
The BarclayHedge BTOP50 Index (“BTOP50”) seeks to replicate the overall composition of the managed futures industry with regard to trading style and overall market exposure. The BTOP50 employs a top-down approach in selecting its constituents. The largest investable trading adviser programs, as measured by assets under management, are selected for inclusion in the BTOP50. The index portfolio is equally weighted among the selected programs at the beginning of each calendar year and rebalanced annually. It is impossible to invest directly in an index.
Portfolio composition is subject to change.
3
Campbell Advantage Fund
Fund Expense Examples
August 31, 2020 (Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management 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.
This example is based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020, and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, 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 first line 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 second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying 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.
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six- Month Total Investment Return for the Fund |
Actual | $ 1,000.00 | $ 901.80 | $ 3.87 | 0.81% | -9.82% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,021.06 | 4.12 | 0.81 | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio for the period March 1, 2020 to August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. The Fund’s ending account value on the first line in the tables is based on the actual six-month total investment return for the Fund. |
4
Campbell Advantage Fund
Consolidated Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a consolidated summary of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
SHORT-TERM INVESTMENTS: | | | | | | | | |
U.S. Treasury Obligations | | | 58.3 | % | | $ | 4,218,703 | |
Money Market Deposit Account | | | 5.8 | | | | 418,384 | |
OTHER ASSETS IN EXCESS OF LIABILITIES (including futures and forward foreign currency contracts) | | | 35.9 | | | | 2,602,633 | |
NET ASSETS | | | 100.0 | % | | $ | 7,239,720 | |
The Fund seeks to achieve its investment objective by allocating its assets among derivatives and fixed income securities.
As a result of the Fund’s use of derivatives, the Fund may hold significant amounts of U.S. Treasuries or short-term investments.
Portfolio holdings are subject to change at any time.
Refer to the Consolidated Portfolio of Investments for a detailed listing of the Fund’s holdings.
The accompanying notes are an integral part of the consolidated financial statements.
5
Campbell Advantage Fund
Consolidated Portfolio of Investments
August 31, 2020
| | Coupon* | | Maturity Date | | | Par | | | Value | |
SHORT-TERM INVESTMENTS — 58.3% | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 58.3% | | | | | | | | | | | | | |
United States Treasury Bill | | 0.176% | | 09/10/20 | | | $ | 550,000 | | | $ | 549,989 | |
United States Treasury Bill | | 0.107% | | 10/01/20 | | | | 625,000 | | | | 624,952 | |
United States Treasury Bill | | 0.100% | | 11/12/20 | | | | 100,000 | | | | 99,981 | |
United States Treasury Bill | | 0.131% | | 12/17/20 | | | | 725,000 | | | | 724,779 | |
United States Treasury Bill | | 0.096% | | 01/14/21 | | | | 1,300,000 | | | | 1,299,439 | |
United States Treasury Bill | | 0.063% | | 02/11/21 | | | | 920,000 | | | | 919,563 | |
| | | | |
TOTAL U.S. TREASURY OBLIGATIONS | | | | |
(Cost $4,218,902) | | | 4,218,703 | |
| | | | | | | | | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 5.8% | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05% (a) | | | | 418,384 | | | | 418,384 | |
| | | | | | | | | | | | | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT INVESTMENTS | | | | | | | | | | | | | |
(Cost $418,384) | | | 418,384 | |
| | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS — 64.1% | | | | | | | | | | | | | |
(Cost $4,637,286) | | | 4,637,087 | |
| | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 35.9% | | | 2,602,633 | |
NET ASSETS — 100.0% | | $ | 7,239,720 | |
* | Short-term investments’ coupon reflects the annualized yield on the date of purchase for discounted investments. |
(a) | The rate shown is as of August, 31, 2020. |
The accompanying notes are an integral part of the consolidated financial statements.
6
Campbell Advantage Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Futures contracts outstanding as of August 31, 2020 were as follows:
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Cost | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | | | Jun-21 | | | | 68 | | | $ | 20,385,272 | | | $ | (227 | ) |
90-DAY Bank Bill | | | Sep-21 | | | | 34 | | | | 25,067,380 | | | | 4,707 | |
90-Day Euro | | | Dec-21 | | | | 163 | | | | 40,660,350 | | | | 5,584 | |
90-Day Sterling | | | Jun-21 | | | | 151 | | | | 25,218,643 | | | | 29,718 | |
Amsterdam Index | | | Sep-20 | | | | 1 | | | | 130,993 | | | | (2,663 | ) |
Australian 10-Year Bond | | | Sep-20 | | | | 8 | | | | 870,124 | | | | (1,493 | ) |
Australian 3-Year Bond | | | Sep-20 | | | | 155 | | | | 13,369,182 | | | | (12,000 | ) |
Canadian 10-Year Bond | | | Dec-20 | | | | 24 | | | | 2,777,291 | | | | (17,896 | ) |
Cocoa | | | Dec-20 | | | | 1 | | | | 26,540 | | | | (43 | ) |
Coffee | | | Dec-20 | | | | 1 | | | | 48,394 | | | | 1,366 | |
Cotton No.2 | | | Dec-20 | | | | 3 | | | | 97,740 | | | | 976 | |
DJIA Mini E-CBOT | | | Sep-20 | | | | 2 | | | | 284,160 | | | | 7,136 | |
Euro BUXL 30-Year Bond Futures | | | Sep-20 | | | | 1 | | | | 258,861 | | | | (11,362 | ) |
Euro Stoxx 50 | | | Sep-20 | | | | 1 | | | | 38,963 | | | | (1,111 | ) |
Euro-Bobl | | | Sep-20 | | | | 6 | | | | 963,961 | | | | (3,206 | ) |
Euro-BTP | | | Sep-20 | | | | 7 | | | | 1,221,354 | | | | 1,519 | |
Euro-Bund | | | Sep-20 | | | | 4 | | | | 838,015 | | | | (5,375 | ) |
Euro-Oat | | | Sep-20 | | | | 6 | | | | 1,199,098 | | | | (4,518 | ) |
FTSE/JSE TOP 40 | | | Sep-20 | | | | 6 | | | | 180,843 | | | | (3,789 | ) |
Gold 100 Oz | | | Dec-20 | | | | 3 | | | | 593,580 | | | | 8,653 | |
London Metals Exchange Aluminum | | | Sep-20 | | | | 30 | | | | 1,328,625 | | | | 94,569 | |
London Metals Exchange Aluminum | | | Dec-20 | | | | 4 | | | | 180,575 | | | | 1,616 | |
London Metals Exchange Copper | | | Sep-20 | | | | 5 | | | | 835,188 | | | | 84,021 | |
London Metals Exchange Copper | | | Dec-20 | | | | 3 | | | | 499,969 | | | | 21,784 | |
London Metals Exchange Nickel | | | Sep-20 | | | | 4 | | | | 368,256 | | | | 43,024 | |
London Metals Exchange Nickel | | | Dec-20 | | | | 3 | | | | 276,894 | | | | 11,188 | |
London Metals Exchange Zinc | | | Sep-20 | | | | 15 | | | | 936,844 | | | | 132,624 | |
London Metals Exchange Zinc | | | Dec-20 | | | | 7 | | | | 440,956 | | | | 16,125 | |
Long Gilt | | | Dec-20 | | | | 9 | | | | 1,624,278 | | | | (11,921 | ) |
MSCI Taiwan Index | | | Sep-20 | | | | 13 | | | | 638,430 | | | | (13,265 | ) |
Nasdaq 100 E-Mini | | | Sep-20 | | | | 3 | | | | 726,840 | | | | 96,461 | |
Nikkie 225 (Osaka Securities Exchange) | | | Sep-20 | | | | 2 | | | | 218,666 | | | | 8,732 | |
OMX Stockholm 30 Index | | | Sep-20 | | | | 12 | | | | 244,861 | | | | 611 | |
Palladium | | | Dec-20 | | | | 1 | | | | 227,930 | | | | 10,408 | |
Platinum | | | Oct-20 | | | | 2 | | | | 93,790 | | | | (5,215 | ) |
Russell 2000 E-Mini | | | Sep-20 | | | | 2 | | | | 156,130 | | | | (2,084 | ) |
S&P 500 E-Mini | | | Sep-20 | | | | 3 | | | | 524,835 | | | | 32,029 | |
S&P Mid 400 E-Mini | | | Sep-20 | | | | 1 | | | | 192,580 | | | | (1,972 | ) |
S&P/TSX 60 Index | | | Sep-20 | | | | 2 | | | | 303,293 | | | | (694 | ) |
Silver | | | Dec-20 | | | | 2 | | | | 285,940 | | | | 14,385 | |
Sugar No. 11 (World) | | | Oct-20 | | | | 5 | | | | 70,896 | | | | (2,322 | ) |
Topix Index | | | Sep-20 | | | | 1 | | | | 152,575 | | | | 465 | |
U.S. Treasury 10-Year Notes | | | Dec-20 | | | | 25 | | | | 3,481,250 | | | | (3,362 | ) |
U.S. Treasury 2-Year Notes | | | Dec-20 | | | | 142 | | | | 31,374,234 | | | | 11,984 | |
U.S. Treasury 5-Year Notes | | | Dec-20 | | | | 66 | | | | 8,318,063 | | | | 7,558 | |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-20 | | | | 6 | | | | 1,054,312 | | | | (4,323 | ) |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-20 | | | | 2 | | | | 441,812 | | | | (8,660 | ) |
| | | | | | | | | | | | | | $ | 529,742 | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Campbell Advantage Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
10 Year Mini Japanese Government Bond | | | Sep-20 | | | | 22 | | | $ | (3,147,278 | ) | | $ | 8,192 | |
Brent Crude | | | Dec-20 | | | | 4 | | | | (182,640 | ) | | | 2,073 | |
CAC40 10 Euro | | | Sep-20 | | | | 1 | | | | (58,981 | ) | | | 130 | |
Corn | | | Dec-20 | | | | 30 | | | | (536,625 | ) | | | (53,374 | ) |
Euro-Schatz | | | Sep-20 | | | | 56 | | | | (7,485,668 | ) | | | 1,435 | |
FTSE 100 Index | | | Sep-20 | | | | 3 | | | | (239,072 | ) | | | 8,144 | |
Gasoline RBOB | | | Oct-20 | | | | 2 | | | | (101,951 | ) | | | (2,752 | ) |
IBEX 35 Index | | | Sep-20 | | | | 4 | | | | (332,008 | ) | | | 7,936 | |
Live Cattle | | | Oct-20 | | | | 5 | | | | (210,600 | ) | | | (1,675 | ) |
London Metals Exchange Aluminum | | | Dec-20 | | | | 1 | | | | (45,144 | ) | | | (509 | ) |
London Metals Exchange Aluminum | | | Sep-20 | | | | 30 | | | | (1,328,625 | ) | | | (192,905 | ) |
London Metals Exchange Copper | | | Sep-20 | | | | 5 | | | | (835,188 | ) | | | (92,776 | ) |
London Metals Exchange Nickel | | | Sep-20 | | | | 4 | | | | (368,256 | ) | | | (61,583 | ) |
London Metals Exchange Zinc | | | Sep-20 | | | | 15 | | | | (936,844 | ) | | | (155,659 | ) |
Low Sulphur Gasoil G Futures | | | Oct-20 | | | | 9 | | | | (331,425 | ) | | | 13,635 | |
MSCI Singapore Exchange ETS | | | Sep-20 | | | | 18 | | | | (385,190 | ) | | | 1,061 | |
Natural Gas | | | Oct-20 | | | | 3 | | | | (78,900 | ) | | | (9,297 | ) |
Soybean | | | Nov-20 | | | | 1 | | | | (47,675 | ) | | | (3,928 | ) |
WTI Crude | | | Oct-20 | | | | 5 | | | | (213,050 | ) | | | 4,128 | |
| | | | | | | | | | | | | | $ | (527,724 | ) |
Total Futures Contracts | | | | | | | | | | | | | | $ | 2,018 | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Campbell Advantage Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2020
Forward foreign currency contracts outstanding as of August 31, 2020 were as follows:
Currency Purchased | | | | Currency Sold | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 3,850,000 | | | | | | USD | | | 2,706,166 | | | | | | | | Sep 16 2020 | | | | NatWest | | | $ | 133,553 | |
CAD | | | 3,500,000 | | | | | | USD | | | 2,619,567 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | 63,882 | |
CHF | | | 950,000 | | | | | | USD | | | 1,005,886 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | 45,534 | |
EUR | | | 3,450,000 | | | | | | USD | | | 3,994,045 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | 124,459 | |
GBP | | | 1,800,000 | | | | | | USD | | | 2,328,024 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | 78,376 | |
JPY | | | 138,000,000 | | | | | | USD | | | 1,299,303 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | 3,895 | |
NOK | | | 15,300,000 | | | | | | USD | | | 1,664,134 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | 87,523 | |
NZD | | | 2,950,000 | | | | | | USD | | | 1,927,826 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | 59,263 | |
SEK | | | 28,800,000 | | | | | | USD | | | 3,199,190 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | 130,985 | |
USD | | | 699,827 | | | | | | AUD | | | 1,000,000 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | (37,762 | ) |
USD | | | 1,329,511 | | | | | | CAD | | | 1,800,000 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | (50,548 | ) |
USD | | | 160,768 | | | | | | CHF | | | 150,000 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | (5,246 | ) |
USD | | | 1,022,199 | | | | | | EUR | | | 900,000 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | (52,194 | ) |
USD | | | 1,134,368 | | | | | | GBP | | | 900,000 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | (68,833 | ) |
USD | | | 723,031 | | | | | | JPY | | | 78,000,000 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | (13,559 | ) |
USD | | | 853,982 | | | | | | NOK | | | 8,100,000 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | (73,366 | ) |
USD | | | 932,754 | | | | | | NZD | | | 1,450,000 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | (43,950 | ) |
USD | | | 441,592 | | | | | | SEK | | | 4,050,000 | | | | | | | | Sep 16 2020 | | | | NatWest | | | | (26,714 | ) |
Total Forward Foreign Currency Contracts | | $ | 355,298 | |
AUD | Australian Dollar | | JPY | Japanese Yen |
CAD | Canadian Dollar | | NatWest | National Westminster Bank |
CHF | Swiss Franc | | NOK | Norwegian Krone |
EUR | Euro | | NZD | New Zealand Dollar |
GBP | British Pound | | SEK | Swedish Krona |
| | | USD | United States Dollar |
The accompanying notes are an integral part of the consolidated financial statements.
9
Campbell Advantage Fund
Consolidated Statement of Assets and Liabilities
August 31, 2020
ASSETS | | | | |
Investments, at value (cost $4,637,286) | | $ | 4,637,087 | |
Deposits with brokers: | | | | |
Futures contracts | | | 1,577,716 | |
Forward foreign currency contracts | | | 695,000 | |
Foreign currency deposits with broker for futures contracts (cost $18,236) | | | 18,091 | |
Unrealized appreciation on forward foreign currency contracts | | | 727,470 | |
Unrealized appreciation on futures contracts | | | 693,978 | |
Prepaid expenses and other assets | | | 1,583 | |
Total assets | | | 8,350,925 | |
LIABILITIES | | | | |
Unrealized depreciation on futures contracts | | | 691,960 | |
Unrealized depreciation on forward foreign currency contracts | | | 372,172 | |
Other accrued expenses and liabilities | | | 47,073 | |
Total liabilities | | | 1,111,205 | |
Net assets | | $ | 7,239,720 | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 1,229 | |
Paid-in capital | | | 7,786,553 | |
Total distributable earnings/(loss) | | | (548,062 | ) |
Net assets | | $ | 7,239,720 | |
CAPITAL SHARES: | | | | |
Net assets | | $ | 7,239,720 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,228,609 | |
Net asset value, offering and redemption price per share | | $ | 5.89 | |
The accompanying notes are an integral part of the consolidated financial statements.
10
Campbell Advantage Fund
Consolidated Statement of Operations
For the Year Ended
August 31, 2020
INVESTMENT INCOME | | | | |
Interest | | $ | 33,703 | |
Total investment income | | | 33,703 | |
EXPENSES | | | | |
Audit and tax service fees | | | 37,925 | |
Administration and accounting fees (Note 2) | | | 34,097 | |
Offering Costs | | | 33,840 | |
Legal fees | | | 10,405 | |
Custodian fees (Note 2) | | | 8,474 | |
Printing and shareholder reporting fees | | | 8,137 | |
Registration and filing fees | | | 6,848 | |
Transfer agent fees (Note 2) | | | 1,928 | |
Director fees | | | 1,820 | |
Officer fees | | | 812 | |
Other expenses | | | 3,836 | |
Total expenses | | | 148,122 | |
Net investment income/(loss) | | | (114,419 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | 4,352 | |
Futures contracts | | | (1,206,851 | ) |
Foreign currency transactions | | | (978 | ) |
Forward foreign currency contracts | | | 217,029 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | 4 | |
Futures contracts | | | (316,677 | ) |
Foreign currency translations | | | 6,401 | |
Forward foreign currency contracts | | | 232,427 | |
Net realized and unrealized gain/(loss) on investments | | | (1,064,293 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (1,178,712 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
11
Campbell Advantage Fund
Consolidated Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Period Ended August 31, 2019(1) | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (114,419 | ) | | $ | (54,173 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | (986,448 | ) | | | 517,658 | |
Net change in unrealized appreciation/(depreciation) on investments, future contracts, foreign currency translations and forward foreign currency contracts | | | (77,845 | ) | | | 437,166 | |
Net increase/(decrease) in net assets resulting from operations | | | (1,178,712 | ) | | | 900,651 | |
| | | | | | | | |
Dividends and Distributions to Shareholders From: | | | | | | | | |
Total distributable earnings | | | (743,737 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (743,737 | ) | | | — | |
| | | | | | | | |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 8,040,070 | | | | 2,600,000 | |
Proceeds from reinvestment of distributions | | | 743,737 | | | | — | |
Shared redeemed | | | (3,122,289 | ) | | | | |
Net increase/(decrease) in net assets from capital share transactions | | | 5,661,518 | | | | 2,600,000 | |
Total increase/(decrease) in net assets | | | 3,739,069 | | | | 3,500,651 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 3,500,651 | | | | — | |
End of period | | $ | 7,239,720 | | | $ | 3,500,651 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 1,282,088 | | | | 259,515 | |
Shares reinvested | | | 112,858 | | | | — | |
Shares redeemed | | | (425,852 | ) | | | | |
Net increase/(decrease) in shares outstanding | | | 969,094 | | | | 259,515 | |
(1) | Fund commenced operations on May 31, 2019. |
The accompanying notes are an integral part of the consolidated financial statements.
12
Campbell Advantage Fund
Consolidated Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | For the Year Ended August 31, 2020 | | | For the Period Ended August 31, 2019(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | |
Net asset value, beginning of period | | $ | 13.49 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.14 | ) | | | (0.22 | ) |
Net realized and unrealized gain/(loss) on investments(3) | | | (4.59 | ) | | | 3.71 | |
Net increase/(decrease) in net assets resulting from operations | | | (4.73 | ) | | | 3.49 | |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | (0.35 | ) | | | — | |
Net realized capital gain | | | (2.52 | ) | | | — | |
Total dividends and distributions to shareholders | | | (2.87 | ) | | | — | |
Net asset value, end of period | | $ | 5.89 | | | $ | 13.49 | |
Total investment return(4) | | | (37.35 | )% | | | 34.90 | %(6) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 7,240 | | | $ | 3,501 | |
Ratio of expenses to average net assets | | | 2.74 | % | | | 7.77 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (2.12 | )% | | | (7.57 | )%(5) |
Portfolio turnover rate | | | 0 | % | | | 0 | %(6) |
(1) | The Fund commenced investment operations on May 31, 2019. |
(2) | Calculated based on average shares outstanding for the period. |
(3) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(4) | Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of the period reported and is not annualized and includes reinvestment of dividends and distributions, if any. |
The accompanying notes are an integral part of the consolidated financial statements.
13
Campbell Advantage Fund
Notes To Consolidated Financial Statements
August 31, 2020
1. Organization and Significant Accounting Policies
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Campbell Advantage Fund (the “Fund”), which commenced investment operations on May 31, 2019. The Fund’s shares are not registered under the Securities Act of 1933 as amended (the “1933 Act”), and are only offered in private placements to other series of the Company and other persons that are “accredited investors” within the meaning of Regulation D under the 1933 Act.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The Fund’s investment objective is to seek capital appreciation.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies.”
The end of the reporting period for the Fund is August 31, 2020, and the period covered by these Notes to Consolidated Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
Consolidation of Subsidiary — The Adviser’s Campbell Advantage Program will be achieved by the Fund investing up to 25% of its total assets in the Campbell Advantage Offshore Limited (the “Subsidiary”), a wholly-owned and controlled subsidiary for the Fund organized under the laws of the Cayman Islands. The consolidated financial statements of the Fund include the financial statements of the Subsidiary. The Fund consolidates the results of subsidiaries in which the Fund holds a controlling financial interest. All inter-company accounts and transactions have been eliminated. As of the end of the reporting period, the net assets of the Subsidiary were $601,845, which represented 8.31% of the Fund’s net assets.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sales price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Investments in other open-end investment companies are valued based on the NAV of those investment companies (which may use fair value pricing as discussed in their prospectuses). Forward currency exchange contracts are valued by interpolating between spot and forward currency rates as quoted by an independent pricing service. Futures contracts are generally valued using the settlement price determined by the relevant exchange. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure the fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● | Level 1 – Prices are determined using quoted prices in active markets for identical securities. |
| ● | Level 2 – Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
14
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
| ● | Level 3 – Prices are determined using significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of end of the reporting period, in valuing the Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Short-Term Investments | | $ | 4,637,087 | | | $ | 4,637,087 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 460,576 | | | | 460,576 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 162,705 | | | | 162,705 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 70,697 | | | | 70,697 | | | | — | | | | — | |
Foreign Exchange Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 727,470 | | | | — | | | | 727,470 | | | | — | |
Total Assets | | $ | 6,058,535 | | | $ | 5,331,065 | | | $ | 727,470 | | | $ | — | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (582,039 | ) | | $ | (582,039 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (25,578 | ) | | | (25,578 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (84,343 | ) | | | (84,343 | ) | | | — | | | | — | |
Foreign Exchange Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (372,172 | ) | | | — | | | | (372,172 | ) | | | — | |
Total Liabilities | | $ | (1,064,132 | ) | | $ | (691,960 | ) | | $ | (372,172 | ) | | $ | — | |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end
15
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers are disclosed if the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Fund had no Level 3 investments.
Disclosures about Derivative Instruments and Hedging Activities — Derivative instruments are defined as financial instruments whose value and performance are based on the value and performance of another security or financial instrument. Derivative instruments that the Fund used during the period include forward foreign currency contracts and futures contracts.
During the current fiscal period, the Fund used long and short contracts on U.S. and foreign equity market indices, U.S. and foreign government bonds, foreign currencies and commodities (through investment in the Subsidiary), to gain investment exposure in accordance with its investment objective.
The following tables provide quantitative disclosures about fair value amounts of, and gains and losses on, the Fund’s derivative instruments as of and for the current fiscal period.
The following table lists the fair values of the Fund’s derivative holdings as of end of the reporting period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statements of Assets & Liabilities Location | | | Commodity Contracts | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Total | |
Asset Derivatives |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | $ | 460,576 | | | $ | 162,705 | | | $ | 70,697 | | | $ | — | | | $ | 693,978 | |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 727,470 | | | | 727,470 | |
Total Value - Assets | | | | | | $ | 460,576 | | | $ | 162,705 | | | $ | 70,697 | | | $ | 727,470 | | | $ | 1,421,448 | |
Liability Derivatives |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | $ | (582,039 | ) | | $ | (25,578 | ) | | $ | (84,343 | ) | | $ | — | | | $ | (691,960 | ) |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | (372,172 | ) | | | (372,172 | ) |
Total Value - Liabilities | | | | | | $ | (582,039 | ) | | $ | (25,578 | ) | | $ | (84,343 | ) | | $ | (372,172 | ) | | $ | (1,064,132 | ) |
(a) | This amount represents the cumulative appreciation/(depreciation) of forward and futures contracts as reported in the Consolidated Portfolio of Investments. |
16
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following table lists the amounts of realized gains/(losses) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Operations Location | | | Commodity Contracts | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Total | |
Realized Gain/(Loss) |
Futures Contracts | | | Net realized gain/(loss) from futures contracts | | | $ | (257,607 | ) | | $ | (1,015,671 | ) | | $ | 66,427 | | | $ | — | | | $ | (1,206,851 | ) |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 217,029 | | | | 217,029 | |
Total Realized Gain/(Loss) | | | | | | $ | (257,607 | ) | | $ | (1,015,671 | ) | | $ | 66,427 | | | $ | 217,029 | | | $ | (989,822 | ) |
The following table lists the amounts of change in unrealized appreciation/(depreciation) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Operations Location | | | Commodity Contracts | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Total | |
Change in Unrealized Appreciation/(Depreciation) |
Futures Contracts | | | Net change in unrealized appreciation/(depreciation) on futures contracts | | | $ | (237,065 | ) | | $ | 126,156 | | | $ | (205,768 | ) | | $ | — | | | $ | (316,677 | ) |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 232,427 | | | | 232,427 | |
Total Change in Unrealized Appreciation/(Depreciation) | | | | | | $ | (237,065 | ) | | $ | 126,156 | | | $ | (205,768 | ) | | $ | 232,427 | | | $ | (84,250 | ) |
During the current fiscal period, the Fund’s quarterly average volume of derivatives was as follows:
| Long Futures Notional Amount | | | Short Futures Notional Amount | | | Forward Foreign Currency Contracts — Payable (Value at Trade Date) | | | Forward Foreign Currency Contracts — Receivable (Value at Trade Date) | |
| $ | 120,394,649 | | | $ | (9,914,944 | ) | | $ | (26,743,548 | ) | | $ | 28,152,417 | |
For financial reporting purposes, the Fund does not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral (receivables) or the obligation to return cash collateral (payables) arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement.
17
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following is a summary of financial and derivative instruments that are subject to enforceable master netting agreements (or similar arrangements) and collateral received and pledged in connection with the master netting agreements (or similar arrangements).
| | | | | | Gross Amount Not Offset in Consolidated Statement of Assets and Liabilities | | | | | | | | | | | | | | | Gross Amount Not Offset in Consolidated Statement of Assets and Liabilities | | | | | |
Description | | Gross Amount Presented in the Consolidated Statement of Assets and Liabilities | | | Financial Instruments | | | Collateral Received | | | Net Amount(1) | | | | | | | Gross Amount Presented in the Consolidated Statement of Assets and Liabilities | | | Financial Instruments | | | Collateral Pledged(2) | | | Net Amount(3) | |
| | Assets | | | | | | | Liabilities | |
Forward Foreign Currency Contracts | | $ | 727,470 | | | $ | (372,172 | ) | | $ | — | | | $ | 355,298 | | | | | | | $ | 372,172 | | | $ | (372,172 | ) | | $ | — | | | $ | — | |
(1) | Net amount represents the net amount receivable from the counterparty in the event of default. |
(2) | Actual collateral pledged may be more than the amount shown. |
(3) | Net amount represents the net amount payable to the counterparty in the event of default. |
Use of Estimates — The preparation of consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
Investment Transactions, Investment Income and Expenses — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Offering costs for a new fund are expensed over a 12-month period from the inception date of the fund. Offering costs are charged directly to the fund in which they are incurred. Expenses and fees, including offering costs and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
18
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
For tax purposes, the Subsidiary is an exempted Cayman Islands investment company. The Subsidiary has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits and capital gains taxes. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, the Subsidiary is a Controlled Foreign Corporation and as such is not subject to U.S. income tax.
Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the consolidated financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investments in the Consolidated Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Consolidated Statement of Operations.
Currency Risk — Investment in foreign securities involves currency risk associated with securities that trade or are denominated in currencies other than the U.S. dollar and which may be affected by fluctuations in currency exchange rates. An increase in the strength of the U.S. dollar relative to a foreign currency may cause the U.S. dollar value of an investment in that country to decline. Foreign currencies also are subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government controls. Forward foreign currency exchange contracts may limit potential gains from a favorable change in value between the U.S. dollar and foreign currencies. Unanticipated changes in currency pricing may result in poorer overall performance for the Fund than if it had not engaged in these contracts.
Commodity Sector Risk — Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely due to factors such as changes in value, supply and demand and governmental regulatory policies. The commodity-linked securities in which the Fund invests may be issued by companies in the financial services sector, and events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Foreign Securities Market Risk — A substantial portion of the trades of the Fund are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of assets of the Fund that may be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Counterparty Risk — The derivative contracts entered into by the Fund or its Subsidiary may be privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.
19
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
Futures Contracts — The Fund uses futures contracts in the normal course of pursuing its investment objective. Upon entering into a futures contract, the Fund must deposit initial margin in addition to segregating cash or liquid assets sufficient to meet its obligation to purchase or provide securities, or to pay the amount owed at the expiration of an index-based futures contract. Such liquid assets may consist of cash, cash equivalents, liquid debt or equity securities or other acceptable assets. Pursuant to the futures contract, the Fund agrees to receive from, or pay to the broker, an amount of cash equal to the daily fluctuation in value of the contract. Such a receipt of payment is known as “variation margin” and is recorded by the Fund as an unrealized gain or loss. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contract. 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. Use of long futures contracts subjects the Fund to risk of loss in excess of the amount shown on the Consolidated Statement of Assets and Liabilities, up to the notional value of the futures contract. Use of short futures contracts subjects the Fund to unlimited risk of loss.
Forward Foreign Currency Contracts — The Fund uses forward foreign currency contracts (“forward contracts”) in the normal course of pursuing its investment objectives. These contracts are marked-to-market daily at the applicable translation rates. The Fund records realized gains or losses at the time the forward contract is closed. A forward contract is extinguished through a closing transaction or upon delivery of the currency or entering an off setting contract. Risks may arise upon entering these contracts from the potential inability of a counterparty to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar or other currencies. The Fund’s maximum risk of loss from counterparty credit risk related to forward foreign currency contracts is the fair value of the contract. The risk may be mitigated to some extent if a master netting arrangement between the Fund and the counterparty is in place and to the extent the Fund obtains collateral to cover the Fund’s exposure to the counterparty.
Credit Risk — Credit risk refers to the possibility that the issuer of the security or a counterparty in respect of a derivative instrument will not be able to satisfy its payment obligations to the Fund when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. Securities rated in the four highest categories by the rating agencies are considered investment grade but they may also have some speculative characteristics. Investment grade ratings do not guarantee that bonds will not lose value or default. In addition, the credit quality of securities may be lowered if an issuer’s financial condition changes.
Coronavirus (COVID-19) Pandemic — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual companies are not known. The operational and financial performance of individual companies and the market in general depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
Cash and Cash Equivalents — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
2. Investment Adviser and Other Services
Campbell & Company Investment Adviser LLC (“Campbell” or the “Adviser”) serves as the investment adviser to the Fund. The Adviser is a wholly-owned subsidiary of Campbell & Company, L.P. The Fund does not pay a fee to Campbell for investment advisory services. The Fund is only available for investment to clients of Campbell, including other investment companies advised by Campbell. Such clients have discretion to pay Campbell an amount deemed to be fair and reasonable.
20
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Fund. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Fund’s transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s distributor.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Consolidated Statement of Operations.
3. Director and Officer Compensation
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund or the Company. For Director and Officer compensation amounts, please refer to the Consolidated Statement of Operations.
4. Purchases and Sales of Investment Securities
During the current fiscal period, there were no purchases and sales of investment securities (excluding short-term investments and derivative transactions) or long-term U.S. Government securities by the Fund.
5. Federal Income Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the consolidated financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the Fund were as follows(a):
| Federal Tax Cost | | | Unrealized Appreciation | | | Unrealized (Depreciation) | | | Net Unrealized Appreciation/ (Depreciation) | |
| $ | 5,648,838 | | | $ | 76 | | | $ | (549,758 | ) | | $ | (549,682 | ) |
(a) | The difference between the book basis and tax basis cost and aggregate gross unrealized appreciation and depreciation of investments is attributable primarily to futures not regulated by section 1256 of the Internal Revenue Code and timing difference related to taxable income from a wholly owned controlled foreign corporation. |
21
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying consolidated financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Permanent differences as of August 31, 2020, primarily attributable to investments in wholly-owned controlled foreign corporation and net operating losses were reclassified among the following accounts:
| Distributable Earnings/(Loss) | | | Paid-In Capital | |
| $ | 441,855 | | | $ | (441,855 | ) |
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
| Undistributed Ordinary Income | | | Undistributed Long-Term Capital Gains | | | Qualified Late-Year Loss Deferral | | | Capitol Loss Carryforward | | | Unrealized Appreciation/ (Depreciation) | |
| $ | — | | | $ | — | | | $ | — | | | $ | (365,319 | ) | | $ | (182,743 | ) |
The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains of the Subsidiary for federal income tax purposes. Short-term and foreign currency gains are reported as ordinary income for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2020 and August 31, 2019 were as follows:
| | Ordinary Income | | | Long-Term Gains | | | Total | |
2020 | | $ | 361,246 | | | $ | 382,491 | | | $ | 743,737 | |
2019 | | | — | | | | — | | | | — | |
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and August 31 and late year ordinary losses ((i) ordinary losses between January 1 and August 31, and (ii) specified ordinary and currency losses between November 1 and August 31) as occurring on the first day of the following tax year. For the current fiscal period ended August 31, 2020, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2020. As of August 31, 2020, the Fund had no tax basis qualified late-year loss deferral.
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2020, the Fund had $365,319 of short term capital loss carryovers to offset future capital gains.
6. New Accounting Pronouncements and regulatory updates
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in
22
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2020
ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Fund’s consolidated financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
7. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the consolidated financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the consolidated financial statements.
23
Campbell Advantage Fund
Report of Independent Registered Public Accounting Firm
To the Board of Directors of The RBB Fund, Inc. and
Shareholders of Campbell Advantage Fund
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities of Campbell Advantage Fund (the “Fund”) (one of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the consolidated portfolio of investments, as of August 31, 2020, and the related consolidated statement of operations for the year then ended, the consolidated statement of changes in net assets and the consolidated financial highlights for the year then ended and the period May 31, 2019 (commencement of operations) to August 31, 2020 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund (one of the portfolios constituting The RBB Fund, Inc.) at August 31, 2020, the consolidated results of its operations for the year then ended and the consolidated changes in its net assets and its consolidated financial highlights for the year then ended and the period May 31, 2019 (commencement of operations) to August 31, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. 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 Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audit 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks 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 August 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audit 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 audit provides a reasonable basis for our opinion.
We have served as the auditor of one or more Campbell & Company investment companies since 2015.
Philadelphia, Pennsylvania
October 30, 2020
24
Campbell Advantage Fund
Shareholder Tax Information
(Unaudited)
Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable year ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2020. During the period ended August 31, 2020, the Fund paid no ordinary income distributions to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal tax purposes.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) was 74.92% for the Fund.
The percentage of ordinary income dividends qualifying for the 15% dividend tax rate is 0.00%.
The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 0.00%.
The Fund designates 100.00% of the ordinary income distributions as qualified short-term gain pursuant to the American Job Creation Act of 2004.
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2019. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.
In general, dividends received by tax exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.
25
Campbell Advantage Fund
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling (844) 261-6488 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Approval of Investment Advisory Agreements
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between Campbell and the Company on behalf of the Fund, and the investment advisory agreement between Campbell and the Subsidiary (together, the “Investment Advisory Agreements”) at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreements for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreements reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreements, the Board considered information provided by Campbell with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreements, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Campbell’s services to be provided to the Fund and the Subsidiary; (ii) descriptions of the experience and qualifications of Campbell’s personnel providing those services; (iii) Campbell’s investment philosophies and processes; (iv) Campbell’s assets under management and client descriptions; (v) Campbell’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Campbell’s advisory fee arrangement with the Company and other similarly managed clients; (vii) Campbell’s compliance policies and procedures; (viii) Campbell’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Fund and the Subsidiary; (ix) the extent to which economies of scale are relevant to the Fund; (x) a report prepared by Broadridge/Lipper comparing the Fund’s management fees and total expense ratio to those of its Lipper peer group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Campbell. The Directors concluded that Campbell had substantial resources to provide services to the Fund and the Subsidiary and that Campbell’s services had been acceptable.
The Directors also considered the investment performance of the Fund, noting that the Fund had commenced investment operations on May 31, 2019. The Directors noted that the Fund had outperformed its benchmark index (BarclayHedge BTOP50 Index) for the year-to-date period ended March 31, 2020. The Directors noted that the Fund ranked in the 5th quintile within its Lipper Performance Group for the since-inception period ended December 31, 2019.
The Board also considered the advisory fee rate payable by the Fund under the Investment Advisory Agreements. In this regard, information on the fees paid by the Fund and the Fund’s total operating expense ratio was compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms.
26
Campbell Advantage Fund
Other Information (Concluded)
(Unaudited)
The Directors then noted that the actual advisor fee of the Fund ranked in the 1st quintile of the Fund’s Lipper Expense Group, and that the total expenses of the Fund ranked in the 5th quintile of its Lipper Expense Group.
After reviewing the information regarding the Fund’s costs, Campbell’s estimated profitability and economies of scale, and after considering Campbell’s services, the Directors concluded that the investment advisory fees to be paid by the Fund were fair and reasonable and that the Investment Advisory Agreements should be approved for an additional annual period ending August 16, 2021.
27
Campbell Advantage Fund
Company Management
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling 1-844-261-6488.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
28
Campbell Advantage Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present
1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
29
Campbell Advantage Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1 | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2 | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
30
Campbell Advantage Fund
Company Management (Concluded)
(Unaudited)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
31
Campbell Advantage Fund
Privacy Notice
(Unaudited)
Campbell Advantage Fund
FACTS | WHAT DOES THE Campbell Advantage Fund DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Campbell Advantage Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your personal information | Does the Campbell Advantage Fund share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | We do not share. |
For our affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes — information about your creditworthiness | No | We do not share. |
For our affiliates to market to you | No | We do not share. |
For nonaffiliates to market to you | No | We do not share. |
Questions? | Call 1-844-261-6488 |
32
Campbell Advantage Fund
Privacy Notice (Concluded)
(Unaudited)
What we do | |
How does the Campbell Advantage Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Campbell Advantage Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Campbell Advantage Fund’s investment adviser, Campbell & Company Investment Adviser LLC. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Campbell Advantage Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Campbell Advantage Fund does not jointly market. |
33
Campbell Advantage Fund
Affirmation of the Commodity Pool Operator
August 31, 2020
To the best of the knowledge and belief of the undersigned, the information contained in the Annual Report for the year ended August 31, 2020 is accurate and complete.
| |
| G. William Andrews, Chief Executive Officer Campbell & Company, LP CAMPBELL ADVANTAGE FUND |
34
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Investment Adviser
Campbell & Company Investment Adviser LLC
2850 Quarry Lake Drive
Baltimore, Maryland 21209
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
CAAD-AR20
Campbell Systematic Macro Fund
of
THE RBB FUND, INC.
Class A (TICKER: EBSAX)
Class C (TICKER: EBSCX)
Class I (TICKER: EBSIX)
Class P (TICKER: EBSPX)
Annual Report
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Campbell Systematic Macro Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Campbell Systematic Macro Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-844-261-6488.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Campbell Systematic Macro Fund, you can call 1-844-261-6488 to inform the Campbell Systematic Macro Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Campbell Systematic Macro Fund.
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund.
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report
(Unaudited)
The Campbell Systematic Macro Fund (the “Fund”) operated as a series of Equinox Funds Trust known as the Equinox Campbell Strategy Fund (the “Predecessor Fund”) with substantially similar investment strategy, policies and limitations as the Fund prior to May 29, 2020, at which time the Predecessor Fund was reorganized into the Fund. The performance information shown below for periods prior to May 29, 2020 represents the performance of the Predecessor Fund. Following the reorganization, the Fund changed its fiscal year end to August 31. As a result the commentary and returns address the period from October 1, 2019 to August 31, 2020. The Predecessor Fund was launched on March 8, 2013 (except for Class C Shares, as shown in the table below).
The Fund’s investment objective is to seek long-term capital appreciation over the medium to long-term, which is pursued by:
| (i) | investing Fund assets pursuant to the Campbell Systematic Macro Program (the “Program”), which uses quantitative modeling to develop and maintain systematic trading strategies driven by scientific analysis of financial data across global financial and commodity markets; |
| (ii) | allocating up to 25% of the Fund’s total assets to its wholly-owned subsidiary, which is organized under the laws of the Cayman Islands and employs the Program; and |
| (iii) | allocating the remainder of the Fund’s assets directly in a portfolio of investment grade securities (including government securities) for cash management purposes. |
Returns of the Fund’s shares for the fiscal year ended August 31, 2020 (the “fiscal year”) are shown in the table below. The Fund had negative performance for the fiscal year and positive performance since inception.
PERFORMANCE OF THE FUND
As of 8/31/2020
Name | Ticker | 11 Mo Return (10/1/19- 8/31/20) | 1-Year Return | 5-Year annualized return | Annualized Return Since Inception | Cumulative Return Since Inception | Inception Date |
Class A | EBSAX | -8.86% | -11.21% | -1.39% | 1.29% | 10.05% | 3/8/2013 |
Class A (with 5.75% maximum sales charge) | EBSAX | -14.11% | -16.28% | -2.55% | 0.49% | 3.73% | 3/8/2013 |
Class C | EBSCX | -9.49% | -11.81% | -2.15% | 1.33% | 9.01% | 2/11/2014 |
Class I | EBSIX | -8.75% | -10.99% | -1.13% | 1.56% | 12.28% | 3/8/2013 |
Class P | EBSPX | -8.95% | -11.24% | -1.35% | 1.41% | 11.02% | 3/8/2013 |
Performance data quoted here represents past performance. Performance shown prior to 06/01/2020 is that of the predecessor fund, Equinox Campbell Strategy Fund. Past performance data of the fund and the predecessor fund is net of all fees and expenses and includes reinvestment of dividends. Past performance does not guarantee future results. The value of an investor’s shares will fluctuate so that investor’s shares, when redeemed, may be worth more or less than their original cost. For performance current to the most recent month end, please visit https://www.campbell.com/systematicmacro. Current performance may be lower or higher. Performance data excluding sales charge does not reflect the deduction of the sales charge or CDSC and if reflected, the sales charge
1
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report (Continued)
(Unaudited)
or fee would reduce the performance quoted. Performance would have been lower without fee waivers in effect. As of the most recent prospectus, the gross expense ratio for the Fund is 2.20% for Class A, 1.95% for Class I, 2.20% for Class P, and 2.95% for Class C.
As shown below, the Fund’s market exposure continues to be diversified across six sectors. As of the fiscal year-end, Interest Rates, Currencies, and Equity Indices, in that order, represent the Fund’s largest gross exposures, and total 77.3% of the Fund’s portfolio, while the physical commodity sectors, Metals, Agricultural Commodities, and Energy (in that order) total the remaining 22.7%.
SECTOR ALLOCATION*
As of 8/31/2020
Currencies | Interest Rates | Equity Indices | Ag Commodities | Metals | Energy | Total |
25.3% | 27.4% | 24.6% | 7.3% | 8.2% | 7.2% | 100.0% |
In terms of sector attribution, all sectors except for Metals were negative contributors to Fund performance during the fiscal year.
SECTOR ATTRIBUTION*
11 months ending 8/31/2020
Currencies | Interest Rates | Equity Indices | Ag Commodities | Metals | Energy |
-3.7% | -0.7% | -6.7% | -4.2% | 5.3% | -4.4% |
* | Attribution performance of the sectors will not equate to the total return performance of the Fund. Relative performance in a particular sector over a short period is no indication or guarantee of the Fund’s performance over longer time horizons. The sector allocations shown may not be representative of the Fund’s current or future investments and are subject to change. |
FUND PERFORMANCE AND MARKET COMMENTARY
The performance of the Fund was down in October 2019, with losses in foreign exchange, fixed income, commodities, and equity indices. From a strategy perspective, losses came from the Fund’s trend following, systematic macro, and short-term strategies.
Markets in October 2019 were generally driven by central bank activity, including a US Federal Reserve (“Fed”) interest rate cut, improving sentiment around US-China trade relations, progress towards an orderly United Kingdom (“UK”) exit from the European Union (“Brexit”), and better-than-expected earnings reports. The US dollar was broadly weaker during the month amid the US Fed interest rate cut, risk-on flows fueled by US-China trade improvements, and the Brexit outlook. US and Japanese stock indexes rose, driven by risk-on tailwinds and strong earnings reports.
The performance of the Fund was down in November 2019, with gains in foreign exchange, equity indices, and fixed income and losses in commodities. From a strategy perspective, gains came from the Fund’s trend following and systematic macro strategies, while the Fund’s short-term strategies were down.
2
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report (Continued)
(Unaudited)
Markets in November 2019 were generally driven by positive US-China “phase one” trade deal expectations, traction from the global monetary policy pivot, Fed and European Central Bank balance sheet expansion, and some signs of global growth stabilization. These developments pushed most global stock indexes higher during November. In the UK, parliament voted in favor of a December general election, which calmed Brexit jitters and prompted UK 10-year bonds to sell off.
The Fund experienced losses in December 2019, with gains in equity indices being more than offset by losses in foreign exchange, fixed income and commodities. From a strategy perspective, losses came from the Fund’s trend following, systematic macro, and short-term strategies.
Markets in December 2019 were generally driven by a cooling of trade tensions between the US and China, where each side seemed satisfied to reach the needed “phase one” deal. Markets also moved on supportive central bank policies and dampened Brexit risks, as Boris Johnson won a decisive Brexit victory in the UK general election. Global oil markets moved higher on lower inventory levels, some rising geopolitical risks, and a weaker US dollar.
The Fund experienced gains in January 2020, with gains in fixed income, commodities, and foreign exchange and some losses in equity indices. From a strategy perspective, gains came from all of the Fund’s strategies, including systematic macro, short-term, and trend following.
In the first half of January 2020, markets were generally driven by the ratification of the “phase one” US-China trade deal, renewed central bank balance sheet expansion, Brexit clarity, and some better-than-expected US earnings releases. However, many markets reversed course in the second half of the month, including global stocks trading lower, as the coronavirus (“COVID-19”) outbreak intensified. Commodity-sensitive economies and their currencies came under pressure as commodity prices sold-off on concerns that the worsening COVID-19 outbreak would pare Chinese demand for raw materials.
The Fund experienced gains in February 2020, with gains in fixed income, commodities, and foreign exchange and some losses in equity indices. From a strategy perspective, gains came from the Fund’s short-term and systematic macro strategies, while trend following strategies were down.
Global markets were driven by the worsening COVID-19 epidemic in February 2020. The impact spread across all markets as world economic growth fears and supply chain disruption concerns expanded rapidly. Investors aggressively sought the perceived safety of fixed income instruments, sending global yields tumbling and expectations for further central bank stimulus soaring. Global equity markets sold off, expectations on demand for base metal, petroleum, and beef products fell, and commodity-linked currencies came under pressure.
The performance of the Fund was down in March 2020, with gains in foreign exchange and commodities more than offset by losses in equity indices and fixed income. From a strategy perspective, gains came from the Fund’s short-term strategies, while its systematic macro and trend following strategies were down.
Global markets were driven by the impact and response to the COVID-19 pandemic in March 2020. Global equity indices sold off during the month as economic activity sharply decreased on the back of containment measures in the form of “stay at home” directives, closures, and shutdowns. Central banks and governments took unprecedented steps in an effort to soften the financial impact from the virus, but fear over the length and depth of the growth slowdown sent risky asset sharply lower. Flight-to-quality moves sent the US dollar sharply higher, while the expanding pandemic negatively affected demand expectations for commodities, including base metals, petroleum, and beef products, among others.
The performance of the Fund was down in April 2020, with gains in commodities and equity indices more than offset by losses in foreign exchange and fixed income. From a strategy perspective, gains came from the Fund’s short-term strategies, while its systematic macro strategies were down and its trend following strategies were flat.
3
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report (Continued)
(Unaudited)
Global markets were driven by the ongoing COVID-19 crisis in April 2020. Global equity indexes rebounded considerably from the oversold conditions seen during March, as the United States and other countries laid out plans to reopen their economies from the COVID-19 lockdown that has proven to be very damaging to local, regional, and global economic growth. In commodity markets, crude oil sold off sharply on the reduced demand linked with a shortage of available storage capacity. The May West Texas Intermediate crude oil futures contract went below zero for the first time in history, as long holders scrambled to sell before contract expiration in order to avoid taking physical delivery, given the scarcity of demand and lack of available storage space.
The performance of the Fund was down in May 2020, with gains in fixed income more than offset by losses in foreign exchange, commodities and equity indices. From a strategy perspective, losses came from the Fund’s trend following, short-term and systematic macro strategies.
Markets continued to be driven by the ongoing COVID-19 pandemic in May 2020. Regional economic re-openings linked with positive signs regarding new COVID-19 cases fueled global optimism and caused traders to move away from safe haven assets in favor of riskier ones. This generally pushed fixed income yields and most global equity markets higher. Energy, grain, and industrial metal complexes also rallied, driven by the improving crisis.
The performance of the Fund was down in June 2020, with gains in equity indices and fixed income more than offset by losses in foreign exchange and commodities. From a strategy perspective, losses came from trend following, short-term and systematic macro strategies.
Markets continued to be driven by the continued global COVID-19 pandemic and the ensuing economic fallout in June 2020. Most global indexes experienced a choppy month, as early investor exuberance over additional government stimulus programs and the economic re-openings quickly wore off on reports of increasing COVID-19 infection outbreaks. In energy markets, natural gas prices fell amid plummeting US gas exports and shifting weather and market supply dynamics.
The performance of the Fund was down in July 2020, with gains in fixed income and commodities more than offset by losses in foreign exchange and equity indices. From a strategy perspective, losses came from the Fund’s systematic macro strategies, while its trend following and short-term strategies gained.
COVID-19 continued to dominate global market news in July 2020. In the US, the country’s inability to get the COVID-19 virus under control in the face of other nations of the world seemingly being better able to handle the crisis generated concern that US economic growth would lag other countries, leading the Fed’s Federal Open Market Committee to keep highly accommodative monetary easing measures in place longer. This weakened the US dollar to two-year lows. Late in the month, both the Asia-Pacific and European regions began to see an uptick in COVID-19 virus cases. Regional governments were quick to discuss the possibility of shutting down economies once again to halt the spread of the disease, which led to rapid risk-off sentiment in equity markets and lower prices.
The performance of the Fund was down in August 2020, with losses in fixed income and commodities and gains in foreign exchange and equity indices. From a strategy perspective, losses came from the Fund’s systematic macro and short-term strategies, while its trend following gained.
COVID-19 news continued to drive global markets in August 2020. Global equity markets rose on positive signs related to infection rates, signs that some governments were less willing to renew economic shutdowns to manage the crisis, and ongoing monetary and fiscal stimulus actions. Global fixed income yields also rose as the ongoing emergency fiscal spending created the need for many governments around the world to finance spending with new and, in some cases, record levels of, debt issuance.
4
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report (Concluded)
(Unaudited)
This material must be preceded or accompanied by a prospectus.
Mutual funds involve risk including possible loss of principal. Investments in Managed Futures are speculative, involve substantial risk, and are not suitable for all investors. There is no assurance that the Fund will achieve its investment objective. Exposure to the commodities markets may subject the Fund to greater volatility. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Credit risk refers to the possibility that the issuer of the security will not be able to make principal and interest payments when due. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the US or abroad. Derivative instruments come in many varieties and have a wide range of potential risks and rewards, and may include futures contracts, options on futures contracts, options, swaps, and forward currency exchange contracts. Derivatives typically have economic leverage inherent in their terms. The use of leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities or other investments. Furthermore, derivative instruments and futures contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Investments in foreign securities could subject the Fund to greater risks including, currency fluctuation, economic conditions, and different governmental and accounting standards, derivative instruments and futures contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Foreign security risks are magnified in emerging markets. The Fund is non-diversified which means it may be invested in fewer securities at any one time than a diversified fund.
Opinions expressed are subject to change at any time, are not guaranteed, and should not be considered investment advice.
Campbell Systematic Macro Fund is distributed by Quasar Distributors, LLC. Campbell & Company Investment Adviser, LLC is the Investment Manager of the Fund and a federally registered investment adviser. Quasar Distributors is not affiliated with Campbell & Company Investment Adviser.
5
Campbell Systematic Macro Fund
Performance Data
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in
Campbell Systematic Macro Fund - Class A vs. BarclayHedge BTOP50 Index and S&P 500® Total Return Index
This chart assumes a hypothetical $10,000 initial investment, adjusted for the Class A Shares maximum sales charge of 5.75% to a net initial investment of $9,425, in the Class A Shares is made on March 8, 2013 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the BarclayHedge BTOP50 Index and S&P 500® Total Return Index are unmanaged, do not incur expenses and are not available for investment.
average annual total returns for the period ended August 31, 2020 | |
| ELEVEN MONTHS(1) | ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(2) | |
Class A Shares (without sales charge) | -8.86% | -11.21% | 2.57% | -1.39% | 1.29% | |
Class A Shares (with sales charge) | -14.11% | -16.28% | 0.55% | -2.55% | 0.49% | |
BarclayHedge BTOP50 Index (3)(4) | -2.28% | -5.36% | 1.22% | -0.44% | 0.70% | |
S&P 500® Total Return Index (3)(5) | 21.57% | 21.94% | 14.52% | 14.46% | 13.79% | |
(2) | The Fund commenced operations on March 8, 2013 as a separate portfolio (the “Predecessor Fund”) of Equinox Funds Trust. Effective May 29, 2020, the Predecessor Fund was reorganized as a new series of The RBB Fund, Inc. (the “Reorganization”). The performance shown for periods prior to May 29, 2020 represents the performance of the Predecessor Fund. |
(3) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
6
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
(4) | The BarclayHedge BTOP50 Index (“BTOP50 Index”) seeks to replicate the overall composition of the managed futures industry with regard to trading style and overall market exposure. The BTOP50 Index employs a top-down approach in selecting its constituents. The largest investable trading advisor programs, as measured by assets under management, are selected for inclusion in the BTOP50 Index |
(5) | The S&P 500® Total Return Index is a widely accepted, unmanaged index of U.S. stock market performance which does not take into account charges, fees and other expenses. It is not possible to invest directly in an index. |
Performance data quoted is past performance and does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted above. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Call the Fund at 1-844-261-6488 for returns current to the most recent month-end.
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Fund’s total annual operating expense ratio, as stated in the current prospectus dated December 31, 2019, is 2.20% and the Fund’s net operating expense ratio after waivers is 2.00%. Campbell & Company Investment Adviser LLC has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.00% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 2020 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. Please see the Consolidated Financial Highlights for current figures.
An investment in the Fund is speculative and involves substantial risk. The Fund is not suitable for all investors. It is possible that an investor may lose some or all of its investment. The Fund invests in long and short positions in futures, forwards and spot contracts, each of which may be tied to commodities, financial indices and instruments, foreign currencies, or equity indices. The Fund also invests in investment grade fixed income securities of all durations and maturities. The Fund may be more volatile than investments in traditional securities. Losses on futures and other derivatives can be caused by unanticipated market movements and may be potentially unlimited. Commodities, currencies, foreign investments, and interest rate-linked instruments each entail special risks. The Fund is non-diversified; therefore gains or losses on a single holding may have a relatively great impact on the Fund. A more complete description of the Fund’s risks can be found in its prospectus, which should be read carefully before investing.
Portfolio composition is subject to change.
7
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in
Campbell Systematic Macro Fund - Class C vs. BarclayHedge BTOP50 Index and S&P 500® Total Return Index
This chart assumes a hypothetical $10,000 initial investment in the Class C Shares is made on February 11, 2014 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the BarclayHedge BTOP50 Index and S&P 500® Total Return Index are unmanaged, do not incur expenses and are not available for investment.
average annual total returns for the period ended August 31, 2020 | |
| ELEVEN MONTHS(1) | ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(2) | |
Class C Shares | -9.49% | -11.81% | 1.75% | -2.15% | 1.33% | |
BarclayHedge BTOP50 Index (3)(4) | -2.28% | -5.36% | 1.22% | -0.44% | 1.34% | |
S&P 500® Total Return Index (3)(5) | 21.57% | 21.94% | 14.52% | 14.46% | 12.78% | |
(2) | Class C Shares of the Fund commenced operations on February 11, 2014 in a separate portfolio (the “Predecessor Fund”) of Equinox Funds Trust. Effective May 29, 2020, the Predecessor Fund was reorganized as a new series of The RBB Fund, Inc. (the “Reorganization”). The performance shown for periods prior to May 29, 2020 represents the performance of the Predecessor Fund. |
(3) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
(4) | The BarclayHedge BTOP50 Index (“BTOP50 Index”) seeks to replicate the overall composition of the managed futures industry with regard to trading style and overall market exposure. The BTOP50 Index employs a top-down approach in selecting its constituents. The largest investable trading advisor programs, as measured by assets under management, are selected for inclusion in the BTOP50 Index |
(5) | The S&P 500® Total Return Index is a widely accepted, unmanaged index of U.S. stock market performance which does not take into account charges, fees and other expenses. It is not possible to invest directly in an index. |
8
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
Performance data quoted is past performance and does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted above. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Call the Fund at 1-844-261-6488 for returns current to the most recent month-end.
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Fund’s total annual operating expense ratio, as stated in the current prospectus dated December 31, 2019, is 2.95% and the Fund’s net operating expense ratio after waivers is 2.75%. Campbell & Company Investment Adviser LLC has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.75% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 2020 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. Please see the Consolidated Financial Highlights for current figures.
An investment in the Fund is speculative and involves substantial risk. The Fund is not suitable for all investors. It is possible that an investor may lose some or all of its investment. The Fund invests in long and short positions in futures, forwards and spot contracts, each of which may be tied to commodities, financial indices and instruments, foreign currencies, or equity indices. The Fund also invests in investment grade fixed income securities of all durations and maturities. The Fund may be more volatile than investments in traditional securities. Losses on futures and other derivatives can be caused by unanticipated market movements and may be potentially unlimited. Commodities, currencies, foreign investments, and interest rate-linked instruments each entail special risks. The Fund is non-diversified; therefore gains or losses on a single holding may have a relatively great impact on the Fund. A more complete description of the Fund’s risks can be found in its prospectus, which should be read carefully before investing.
Portfolio composition is subject to change.
9
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $100,000 Investment in
Campbell Systematic Macro Fund - Class I vs. BarclayHedge BTOP50 Index and S&P 500® Total Return Index
This chart assumes a hypothetical $100,000 initial investment in the Class I Shares is made on March 8, 2013 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the BarclayHedge BTOP50 Index and S&P 500® Total Return Index are unmanaged, do not incur expenses and are not available for investment.
average annual total returns for the period ended August 31, 2020 | |
| ELEVEN MONTHS(1) | ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(2) | |
Class I Shares | -8.75% | -10.99% | 2.85% | -1.13% | 1.56% | |
BarclayHedge BTOP50 Index (3)(4) | -2.28% | -5.36% | 1.22% | -0.44% | 0.70% | |
S&P 500® Total Return Index (3)(5) | 21.57% | 21.94% | 14.52% | 14.46% | 13.79% | |
(2) | The Fund commenced operations on March 8, 2013 as a separate portfolio (the “Predecessor Fund”) of Equinox Funds Trust. Effective May 29, 2020, the Predecessor Fund was reorganized as a new series of The RBB Fund, Inc. (the “Reorganization”). The performance shown for periods prior to May 29, 2020 represents the performance of the Predecessor Fund. |
(3) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
(4) | The BarclayHedge BTOP50 Index (“BTOP50 Index”) seeks to replicate the overall composition of the managed futures industry with regard to trading style and overall market exposure. The BTOP50 Index employs a top-down approach in selecting its constituents. The largest investable trading advisor programs, as measured by assets under management, are selected for inclusion in the BTOP50 Index |
(5) | The S&P 500® Total Return Index is a widely accepted, unmanaged index of U.S. stock market performance which does not take into account charges, fees and other expenses. It is not possible to invest directly in an index. |
10
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
Performance data quoted is past performance and does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted above. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Call the Fund at 1-844-261-6488 for returns current to the most recent month-end.
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Fund’s total annual operating expense ratio, as stated in the current prospectus dated December 31, 2019, is 1.95% and the Fund’s net operating expense ratio after waivers is 1.75%. Campbell & Company Investment Adviser LLC has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 1.75% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 2020 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. Please see the Consolidated Financial Highlights for current figures.
An investment in the Fund is speculative and involves substantial risk. The Fund is not suitable for all investors. It is possible that an investor may lose some or all of its investment. The Fund invests in long and short positions in futures, forwards and spot contracts, each of which may be tied to commodities, financial indices and instruments, foreign currencies, or equity indices. The Fund also invests in investment grade fixed income securities of all durations and maturities. The Fund may be more volatile than investments in traditional securities. Losses on futures and other derivatives can be caused by unanticipated market movements and may be potentially unlimited. Commodities, currencies, foreign investments, and interest rate-linked instruments each entail special risks. The Fund is non-diversified; therefore gains or losses on a single holding may have a relatively great impact on the Fund. A more complete description of the Fund’s risks can be found in its prospectus, which should be read carefully before investing.
Portfolio composition is subject to change.
11
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in
Campbell Systematic Macro Fund - Class P vs. BarclayHedge BTOP50 Index and S&P 500® Total Return Index
This chart assumes a hypothetical $10,000 initial investment in the Class P Shares is made on March 8, 2013 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the BarclayHedge BTOP50 Index and S&P 500® Total Return Index are unmanaged, do not incur expenses and are not available for investment.
average annual total returns for the period ended August 31, 2020 | |
| ELEVEN MONTHS(1) | ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(2) | |
Class P Shares | -8.95% | -11.24% | 2.46% | -1.35% | 1.41% | |
BarclayHedge BTOP50 Index (3)(4) | -2.28% | -5.36% | 1.22% | -0.44% | 0.70% | |
S&P 500® Total Return Index (3)(5) | 21.57% | 21.94% | 14.52% | 14.46% | 13.79% | |
(2) | The Fund commenced operations on March 8, 2013 as a separate portfolio (the “Predecessor Fund”) of Equinox Funds Trust. Effective May 29, 2020, the Predecessor Fund was reorganized as a new series of The RBB Fund, Inc. (the “Reorganization”). The performance shown for periods prior to May 29, 2020 represents the performance of the Predecessor Fund. |
(3) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
(4) | The BarclayHedge BTOP50 Index (“BTOP50 Index”) seeks to replicate the overall composition of the managed futures industry with regard to trading style and overall market exposure. The BTOP50 Index employs a top-down approach in selecting its constituents. The largest investable trading advisor programs, as measured by assets under management, are selected for inclusion in the BTOP50 Index . |
(5) | The S&P 500® Total Return Index is a widely accepted, unmanaged index of U.S. stock market performance which does not take into account charges, fees and other expenses. It is not possible to invest directly in an index |
12
Campbell Systematic Macro Fund
Performance Data (Concluded)
August 31, 2020 (Unaudited)
Performance data quoted is past performance and does not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted above. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Call the Fund at 1-844-261-6488 for returns current to the most recent month-end.
The performance data quoted reflects fee waivers in effect and would have been less in their absence. The Fund’s total annual operating expense ratio, as stated in the current prospectus dated December 31, 2019, is 2.20% and the Fund’s net operating expense ratio after waivers is 2.00%. Campbell & Company Investment Adviser LLC has contractually agreed to waive its advisory fee and/or reimburse expenses in order to limit total annual Fund operating expenses (excluding acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes) to 2.00% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 2020 and may not be terminated without the approval of the Board of Directors of The RBB Fund, Inc. Please see the Consolidated Financial Highlights for current figures.
An investment in the Fund is speculative and involves substantial risk. The Fund is not suitable for all investors. It is possible that an investor may lose some or all of its investment. The Fund invests in long and short positions in futures, forwards and spot contracts, each of which may be tied to commodities, financial indices and instruments, foreign currencies, or equity indices. The Fund also invests in investment grade fixed income securities of all durations and maturities. The Fund may be more volatile than investments in traditional securities. Losses on futures and other derivatives can be caused by unanticipated market movements and may be potentially unlimited. Commodities, currencies, foreign investments, and interest rate-linked instruments each entail special risks. The Fund is non-diversified; therefore gains or losses on a single holding may have a relatively great impact on the Fund. A more complete description of the Fund’s risks can be found in its prospectus, which should be read carefully before investing.
Portfolio composition is subject to change.
13
Campbell Systematic Macro Fund
Fund Expense Example
August 31, 2020 (Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management 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.
This example is based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020, and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, 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 first line 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 second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying 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.
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period * | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class A | $ 1,000.00 | $ 918.60 | $ 10.56 | 2.19% | -8.14% |
Class C | 1,000.00 | 914.60 | 15.79 | 3.28 | -8.54 |
Class I | 1,000.00 | 920.80 | 8.84 | 1.83 | -7.92 |
Class P | 1,000.00 | 920.10 | 10.57 | 2.19 | -7.99 |
Hypothetical (5% return before expenses) | | | | | |
Class A | $ 1,000.00 | $ 1,014.13 | $ 11.09 | 2.19% | N/A |
Class C | 1,000.00 | 1,008.65 | 16.56 | 3.28 | N/A |
Class I | 1,000.00 | 1,015.94 | 9.27 | 1.83 | N/A |
Class P | 1,000.00 | 1,014.13 | 11.09 | 2.19 | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio for the period March 1, 2020 to August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. The Fund’s ending account values on the first line in the tables is based on the actual six-month total investment return for the Fund. |
14
Campbell Systematic Macro Fund
Consolidated Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a consolidated summary of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
SHORT-TERM INVESTMENTS: | | | | | | | | |
U.S. Treasury Bills | | | 57.2 | % | | $ | 77,984,592 | |
U.S. Treasury Notes | | | 12.7 | | | | 17,362,771 | |
MONEY MARKET DEPOSIT ACCOUNT: | | | | | | | | |
U.S. Bank Money Market Deposit Account | | | 11.4 | | | | 15,520,629 | |
OTHER ASSETS IN EXCESS OF LIABILITIES (including futures and forward foreign currency contracts) | | | 18.7 | | | | 25,507,425 | |
NET ASSETS | | | 100.0 | % | | $ | 136,375,417 | |
The Fund seeks to achieve its investment objective by allocating its assets among derivatives and fixed income securities.
As a result of the Fund’s use of derivatives, the Fund may hold significant amounts of U.S. Treasuries or short-term investments.
Portfolio holdings are subject to change at any time.
Refer to the Consolidated Portfolio of Investments for a detailed listing of the Fund’s holdings.
The accompanying notes are an integral part of the consolidated financial statements.
15
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments
August 31, 2020
| Coupon* | Maturity Date | | Par | | | Value | |
SHORT-TERM INVESTMENTS — 81.3% | | | | | | | | | | |
U.S. TREASURY BILLS OBLIGATIONS — 57.2% | | | | | | | | | | |
United States Treasury Bill | 0.047% | 09/10/20 | | $ | 20,000,000 | | | $ | 19,999,606 | |
United States Treasury Bill | 0.059% | 10/01/20 | | | 20,000,000 | | | | 19,998,458 | |
United States Treasury Bill | 0.070% | 11/12/20 | | | 13,000,000 | | | | 12,997,530 | |
United States Treasury Bill | 0.076% | 01/14/21 | | | 20,000,000 | | | | 19,991,375 | |
United States Treasury Bill | 0.063% | 02/11/21 | | | 5,000,000 | | | | 4,997,623 | |
(Cost $77,989,890) | | | 77,984,592 | |
| | | | | | | | | | |
U.S. TREASURY NOTES OBLIGATIONS — 12.7% | | | | | | | | | | |
United States Treasury Note | 1.625% | 11/30/20 | | | 8,750,000 | | | | 8,782,362 | |
United States Treasury Note | 2.250% | 02/15/21 | | | 8,500,000 | | | | 8,580,409 | |
(Cost $17,280,447) | | | 17,362,771 | |
| | | | |
MONEY MARKET DEPOSIT ACCOUNT — 11.4% | | | | | | | | | | |
U.S. Bank Money Market Deposit Account | 0.050% | 08/01/31 | | | 15,520,629 | | | | 15,520,629 | |
| | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | |
(Cost $15,520,629) | | | 15,520,629 | |
| | | | |
TOTAL INVESTMENTS — 81.3% | | | | | | | | | | |
(Cost $110,790,966) | | | 110,867,992 | |
| | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 18.7% | | | 25,507,425 | |
NET ASSETS — 100.0% | | $ | 136,375,417 | |
* | Short-term investments’ coupon reflects the annualized yield on the date of purchase for discounted investments. |
The accompanying notes are an integral part of the consolidated financial statements.
16
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Futures contracts outstanding as of August 31, 2020 were as follows:
Long Contracts | Expiration Date | Number of Contracts | | Notional Cost | | | Value and Unrealized Appreciation/ (Depreciation) | |
Amsterdam Index | Sep-20 | 15 | | $ | 1,964,904 | | | $ | (40,975 | ) |
Australian 10-Year Bond | Sep-20 | 266 | | | 28,931,610 | | | | (6,941 | ) |
Australian 3-Year Bond | Sep-20 | 80 | | | 6,900,223 | | | | (3,709 | ) |
Brent Crude | Dec-20 | 29 | | | 1,324,140 | | | | (33,600 | ) |
CAC40 10 Euro | Sep-20 | 43 | | | 2,536,188 | | | | (46,580 | ) |
Canadian 10-Year Bond | Dec-20 | 517 | | | 59,827,485 | | | | (227,278 | ) |
Cattle Feeder Futures | Oct-20 | 39 | | | 2,742,188 | | | | (102,278 | ) |
Cocoa | Dec-20 | 45 | | | 1,194,300 | | | | 69,484 | |
Coffee | Dec-20 | 5 | | | 241,969 | | | | 15,829 | |
Copper | Dec-20 | 84 | | | 6,429,150 | | | | 155,922 | |
Cotton No.2 | Dec-20 | 63 | | | 2,052,540 | | | | 54,030 | |
DAX Index | Sep-20 | 4 | | | 1,542,519 | | | | (19,116 | ) |
DJIA Mini E-CBOT | Sep-20 | 16 | | | 2,273,280 | | | | 42,687 | |
Euro BUXL 30-Year Bond Futures | Sep-20 | 7 | | | 1,812,024 | | | | (43,255 | ) |
Euro Stoxx 50 | Sep-20 | 34 | | | 1,324,733 | | | | (26,360 | ) |
Euro-Bobl | Sep-20 | 179 | | | 28,758,168 | | | | (30,209 | ) |
Euro-BTP | Sep-20 | 50 | | | 8,723,955 | | | | (38,619 | ) |
Euro-Oat | Sep-20 | 60 | | | 11,990,978 | | | | (70,087 | ) |
Euro-Schatz | Sep-20 | 228 | | | 30,477,362 | | | | (16,283 | ) |
FTSE/JSE TOP 40 | Sep-20 | 29 | | | 874,076 | | | | (17,545 | ) |
FTSE/MIB Index | Sep-20 | 10 | | | 1,170,911 | | | | (6,620 | ) |
Gold 100 Oz | Dec-20 | 26 | | | 5,144,360 | | | | 92,987 | |
Hang Seng Index | Sep-20 | 88 | | | 14,235,762 | | | | (235,826 | ) |
Kansas City Hard Red Winter Wheat | Dec-20 | 173 | | | 4,110,913 | | | | 91,578 | |
Live Cattle | Oct-20 | 36 | | | 1,516,320 | | | | (64,576 | ) |
London Metals Exchange Aluminum | Sep-20 | 452 | | | 20,017,950 | | | | 1,403,972 | |
London Metals Exchange Aluminum | Dec-20 | 149 | | | 6,726,419 | | | | 55,175 | |
London Metals Exchange Copper | Sep-20 | 198 | | | 33,073,425 | | | | 4,109,107 | |
London Metals Exchange Copper | Dec-20 | 89 | | | 14,832,406 | | | | 519,950 | |
London Metals Exchange Nickel | Sep-20 | 222 | | | 20,438,208 | | | | 3,222,973 | |
London Metals Exchange Nickel | Dec-20 | 93 | | | 8,583,714 | | | | 426,318 | |
London Metals Exchange Zinc | Sep-20 | 433 | | | 27,043,556 | | | | 4,340,208 | |
London Metals Exchange Zinc | Dec-20 | 69 | | | 4,346,569 | | | | 100,958 | |
Long Gilt | Dec-20 | 413 | | | 74,536,320 | | | | (245,797 | ) |
MSCI Taiwan Index | Sep-20 | 12 | | | 589,320 | | | | (10,453 | ) |
Nikkie 225 (Osaka Securities Exchange) | Sep-20 | 28 | | | 6,122,645 | | | | 997 | |
NY Harbor Ultra-Low Sulfur Diesel | Oct-20 | 20 | | | 1,022,532 | | | | (40,167 | ) |
Palladium | Dec-20 | 6 | | | 1,367,580 | | | | 54,375 | |
Russell 2000 E-Mini | Sep-20 | 39 | | | 3,044,535 | | | | (12,872 | ) |
S&P 500 E-Mini | Sep-20 | 2 | | | 349,890 | | | | (827 | ) |
S&P Mid 400 E-Mini | Sep-20 | 19 | | | 3,659,020 | | | | 390 | |
S&P/TSX 60 Index | Sep-20 | 35 | | | 5,307,624 | | | | (82,226 | ) |
Soybean | Nov-20 | 18 | | | 858,150 | | | | 7,161 | |
SPI 200 Index | Sep-20 | 66 | | | 7,338,255 | | | | (78,400 | ) |
Sugar No. 11 (World) | Oct-20 | 458 | | | 6,494,074 | | | | (89,706 | ) |
Topix Index | Sep-20 | 3 | | | 457,726 | | | | (5,024 | ) |
U.S. Treasury 10-Year Notes | Dec-20 | 23 | | | 3,202,750 | | | | 3,102 | |
U.S. Treasury 2-Year Notes | Dec-20 | 505 | | | 111,577,383 | | | | 43,226 | |
The accompanying notes are an integral part of the consolidated financial statements.
17
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Long Contracts | Expiration Date | Number of Contracts | | Notional Cost | | | Value and Unrealized Appreciation/ (Depreciation) | |
U.S. Treasury 5-Year Notes | Dec-20 | 442 | | $ | 55,705,813 | | | $ | 65,489 | |
U.S. Treasury Long Bond (Chicago Board of Trade) | Dec-20 | 41 | | | 7,204,469 | | | | 28,085 | |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | Dec-20 | 22 | | | 4,859,937 | | | | (84,344 | ) |
Wheat | Dec-20 | 225 | | | 6,212,812 | | | | 74,854 | |
| | | | | | | | $ | 13,299,184 | |
Short Contracts | Expiration Date | Number of Contracts | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | Jun-21 | 507 | | $ | (151,990,188 | ) | | $ | (7,313 | ) |
90-DAY Bank Bill | Sep-21 | 80 | | | (58,982,323 | ) | | | (2,797 | ) |
90-Day Euro | Dec-21 | 65 | | | (16,214,250 | ) | | | (379 | ) |
90-Day Sterling | Jun-21 | 60 | | | (10,020,653 | ) | | | (541 | ) |
Bank Acceptance | Dec-21 | 123 | | | (23,442,941 | ) | | | (3,765 | ) |
Corn | Dec-20 | 12 | | | (214,650 | ) | | | (3,809 | ) |
Euro-Bund | Sep-20 | 98 | | | (20,531,373 | ) | | | 28,770 | |
FTSE 100 Index | Sep-20 | 10 | | | (796,907 | ) | | | 202 | |
Gasoline RBOB | Oct-20 | 96 | | | (4,893,638 | ) | | | 69,685 | |
IBEX 35 Index | Sep-20 | 6 | | | (498,012 | ) | | | 8,506 | |
JPN 10-Year Bond (Osaka Securities Exchange) | Sep-20 | 66 | | | (94,461,974 | ) | | | 223,670 | |
London Metals Exchange Aluminum | Dec-20 | 126 | | | (5,688,113 | ) | | | (65,753 | ) |
London Metals Exchange Aluminum | Sep-20 | 452 | | | (20,017,950 | ) | | | (2,337,274 | ) |
London Metals Exchange Copper | Dec-20 | 50 | | | (8,332,812 | ) | | | (190,040 | ) |
London Metals Exchange Copper | Sep-20 | 198 | | | (33,073,425 | ) | | | (3,598,263 | ) |
London Metals Exchange Nickel | Dec-20 | 6 | | | (553,788 | ) | | | (27,707 | ) |
London Metals Exchange Nickel | Sep-20 | 222 | | | (20,438,208 | ) | | | (3,128,441 | ) |
London Metals Exchange Zinc | Dec-20 | 18 | | | (1,133,887 | ) | | | (20,526 | ) |
London Metals Exchange Zinc | Sep-20 | 433 | | | (27,043,556 | ) | | | (4,666,631 | ) |
Low Sulphur Gasoil G Futures | Oct-20 | 175 | | | (6,444,375 | ) | | | 70,999 | |
Nasdaq 100 E-Mini | Sep-20 | 13 | | | (3,149,640 | ) | | | (33,247 | ) |
Natural Gas | Oct-20 | 163 | | | (4,286,900 | ) | | | (26,224 | ) |
OMX Stockholm 30 Index | Sep-20 | 179 | | | (3,652,513 | ) | | | 19,866 | |
Platinum | Oct-20 | 11 | | | (515,845 | ) | | | 518 | |
Silver | Dec-20 | 8 | | | (1,143,760 | ) | | | (28,004 | ) |
Soybean Meal | Dec-20 | 381 | | | (11,906,250 | ) | | | (547,083 | ) |
Soybean Oil | Dec-20 | 74 | | | (1,458,984 | ) | | | (40,070 | ) |
WTI Crude | Oct-20 | 43 | | | (1,832,230 | ) | | | 10,866 | |
| | | | | | | | $ | (14,294,788 | ) |
Total Futures Contracts | | | | | | | | $ | (995,601 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
18
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2020
Forward foreign currency contracts outstanding as of August 31, 2020 were as follows:
Currency Purchased | | | | Currency Sold | | | | Expiration Date | Counterparty | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 76,600,000 | | | | | | USD | | | 54,011,979 | | | | | | Sep 16 2020 | UBS | | $ | 2,487,361 | |
BRL | | | 72,300,000 | | | | | | USD | | | 13,803,007 | | | | | | Sep 16 2020 | UBS | | | (612,376 | ) |
CAD | | | 193,550,000 | | | | | | USD | | | 144,081,052 | | | | | | Sep 16 2020 | UBS | | | 4,313,662 | |
CHF | | | 22,750,000 | | | | | | USD | | | 24,295,310 | | | | | | Sep 16 2020 | UBS | | | 883,413 | |
CLP | | | 14,250,000,000 | | | | | | USD | | | 18,175,056 | | | | | | Sep 16 2020 | UBS | | | 152,073 | |
CNH | | | 120,800,000 | | | | | | USD | | | 17,222,118 | | | | | | Sep 16 2020 | UBS | | | 389,711 | |
COP | | | 70,890,000,000 | | | | | | USD | | | 19,238,931 | | | | | | Sep 16 2020 | UBS | | | (310,292 | ) |
CZK | | | 160,800,000 | | | | | | USD | | | 7,019,125 | | | | | | Sep 16 2020 | UBS | | | 286,817 | |
EUR | | | 70,900,000 | | | | | | USD | | | 81,945,423 | | | | | | Sep 16 2020 | UBS | | | 2,692,817 | |
GBP | | | 59,700,000 | | | | | | USD | | | 76,534,768 | | | | | | Sep 16 2020 | UBS | | | 3,277,510 | |
HUF | | | 4,923,000,000 | | | | | | USD | | | 16,539,210 | | | | | | Sep 16 2020 | UBS | | | (16,956 | ) |
IDR | | | 68,250,000,000 | | | | | | USD | | | 4,637,586 | | | | | | Sep 16 2020 | UBS | | | 42,043 | |
INR | | | 2,350,000,000 | | | | | | USD | | | 31,039,468 | | | | | | Sep 16 2020 | UBS | | | 833,677 | |
JPY | | | 24,454,500,000 | | | | | | USD | | | 229,279,042 | | | | | | Sep 16 2020 | UBS | | | 1,656,077 | |
KRW | | | 25,170,000,000 | | | | | | USD | | | 20,989,500 | | | | | | Sep 16 2020 | UBS | | | 198,826 | |
MXN | | | 1,416,000,000 | | | | | | USD | | | 63,214,479 | | | | | | Sep 16 2020 | UBS | | | 1,361,121 | |
NOK | | | 470,850,000 | | | | | | USD | | | 51,114,438 | | | | | | Sep 16 2020 | UBS | | | 2,791,942 | |
NZD | | | 146,400,000 | | | | | | USD | | | 95,662,367 | | | | | | Sep 16 2020 | UBS | | | 2,951,137 | |
PHP | | | 748,500,000 | | | | | | USD | | | 14,995,639 | | | | | | Sep 16 2020 | UBS | | | 428,432 | |
PLN | | | 54,075,000 | | | | | | USD | | | 14,325,462 | | | | | | Sep 16 2020 | UBS | | | 358,570 | |
RUB | | | 1,170,000,000 | | | | | | USD | | | 16,275,233 | | | | | | Sep 16 2020 | UBS | | | (507,226 | ) |
SEK | | | 388,800,000 | | | | | | USD | | | 43,524,685 | | | | | | Sep 16 2020 | UBS | | | 1,432,682 | |
SGD | | | 4,692,000 | | | | | | USD | | | 3,428,745 | | | | | | Sep 16 2020 | UBS | | | 19,857 | |
TWD | | | 303,750,000 | | | | | | USD | | | 10,394,839 | | | | | | Sep 16 2020 | UBS | | | (42,086 | ) |
ZAR | | | 684,400,000 | | | | | | USD | | | 40,256,670 | | | | | | Sep 16 2020 | UBS | | | 39,884 | |
USD | | | 65,725,637 | | | | | | AUD | | | 94,050,000 | | | | | | Sep 16 2020 | UBS | | | (3,644,637 | ) |
USD | | | 12,219,531 | | | | | | BRL | | | 65,000,000 | | | | | | Sep 16 2020 | UBS | | | 360,734 | |
USD | | | 82,442,947 | | | | | | CAD | | | 110,900,000 | | | | | | Sep 16 2020 | UBS | | | (2,584,042 | ) |
USD | | | 26,221,696 | | | | | | CHF | | | 24,450,000 | | | | | | Sep 16 2020 | UBS | | | (838,514 | ) |
USD | | | 21,798,758 | | | | | | CLP | | | 17,120,000,000 | | | | | | Sep 16 2020 | UBS | | | (219,519 | ) |
USD | | | 9,968,463 | | | | | | CNH | | | 69,400,000 | | | | | | Sep 16 2020 | UBS | | | (149,592 | ) |
USD | | | 17,025,586 | | | | | | COP | | | 63,840,000,000 | | | | | | Sep 16 2020 | UBS | | | (20,603 | ) |
USD | | | 11,876,323 | | | | | | CZK | | | 276,400,000 | | | | | | Sep 16 2020 | UBS | | | (681,901 | ) |
USD | | | 74,576,955 | | | | | | EUR | | | 64,500,000 | | | | | | Sep 16 2020 | UBS | | | (2,421,162 | ) |
USD | | | 80,117,179 | | | | | | GBP | | | 62,850,000 | | | | | | Sep 16 2020 | UBS | | | (3,906,299 | ) |
USD | | | 17,578,460 | | | | | | HUF | | | 5,403,000,000 | | | | | | Sep 16 2020 | UBS | | | (554,739 | ) |
USD | | | 1,147,696 | | | | | | IDR | | | 16,800,000,000 | | | | | | Sep 16 2020 | UBS | | | (4,212 | ) |
USD | | | 21,845,701 | | | | | | INR | | | 1,655,000,000 | | | | | | Sep 16 2020 | UBS | | | (601,130 | ) |
USD | | | 220,217,964 | | | | | | JPY | | | 23,503,500,000 | | | | | | Sep 16 2020 | UBS | | | (1,736,424 | ) |
USD | | | 26,187,676 | | | | | | KRW | | | 31,320,000,000 | | | | | | Sep 16 2020 | UBS | | | (177,775 | ) |
USD | | | 55,320,717 | | | | | | MXN | | | 1,248,000,000 | | | | | | Sep 16 2020 | UBS | | | (1,593,371 | ) |
USD | | | 41,096,034 | | | | | | NOK | | | 381,750,000 | | | | | | Sep 16 2020 | UBS | | | (2,609,521 | ) |
USD | | | 90,659,926 | | | | | | NZD | | | 138,000,000 | | | | | | Sep 16 2020 | UBS | | | (2,295,426 | ) |
USD | | | 19,205,940 | | | | | | PHP | | | 948,000,000 | | | | | | Sep 16 2020 | UBS | | | (329,156 | ) |
USD | | | 15,213,867 | | | | | | PLN | | | 59,475,000 | | | | | | Sep 16 2020 | UBS | | | (936,531 | ) |
USD | | | 9,846,325 | | | | | | RUB | | | 702,000,000 | | | | | | Sep 16 2020 | UBS | | | 385,520 | |
USD | | | 44,443,047 | | | | | | SEK | | | 403,050,000 | | | | | | Sep 16 2020 | UBS | | | (2,162,063 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
19
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2020
Currency Purchased | | | | Currency Sold | | | | Expiration Date | Counterparty | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 17,736,966 | | | | | | SGD | | | 24,531,000 | | | | | | Sep 16 2020 | UBS | | $ | (293,225 | ) |
USD | | | 21,710,963 | | | | | | TWD | | | 639,900,000 | | | | | | Sep 16 2020 | UBS | | | (98,837 | ) |
USD | | | 34,665,579 | | | | | | ZAR | | | 598,400,000 | | | | | | Sep 16 2020 | UBS | | | (567,412 | ) |
Total Forward Foreign Currency Contracts | | $ | (2,571,161 | ) |
AUD | Australian Dollar | | JPY | Japanese Yen |
BRL | Brazilian Real | | KRW | South Korean Won |
CAD | Canadian Dollar | | MXN | Mexican Peso |
CHF | Swiss Franc | | NOK | Norwegian Krone |
CLP | Chilean Peso | | NZD | New Zealand Dollar |
CNH | Chinese Yuan Renminbi | | PHP | Philippine Peso |
COP | Columbian Peso | | PLN | Polish Zloty |
CZK | Czech Koruna | | RUB | Russian Ruble |
EUR | Euro | | SEK | Swedish Krona |
GBP | British Pound | | SGD | Singapore Dollar |
HUF | Hungarian Forint | | TWD | Taiwan New Dollar |
IDR | Indonesian Rupiah | | UBS | Union Bank of Switzerland |
INR | Indian Rupee | | USD | United States Dollar |
| | | ZAR | South African Rand |
The accompanying notes are an integral part of the consolidated financial statements.
20
Campbell Systematic Macro Fund
Consolidated Statement of Assets and Liabilities
August 31, 2020
ASSETS | | | | |
Investments, at value (cost $110,790,966) | | $ | 110,867,992 | |
Deposits with brokers: | | | | |
Futures contracts | | | 18,524,729 | |
Forward foreign currency contracts | | | 12,004,702 | |
Unrealized appreciation on forward foreign currency contracts | | | 27,343,866 | |
Unrealized appreciation on futures contracts | | | 15,411,939 | |
Receivable for capital shares sold | | | 397,566 | |
Interest receivable | | | 48,408 | |
Prepaid expenses and other assets | | | 71,092 | |
Total assets | | | 184,670,294 | |
LIABILITIES | | | | |
Unrealized depreciation on forward foreign currency contracts | | | 29,915,027 | |
Unrealized depreciation on futures contracts | | | 16,407,540 | |
Due to Broker | | | 1,625,862 | |
Payable for: | | | | |
Advisory fees | | | 144,769 | |
Capital Shares Redeemed | | | 50,959 | |
Other accrued expenses and liabilities | | | 150,720 | |
Total liabilities | | | 48,294,877 | |
Net assets | | $ | 136,375,417 | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 17,708 | |
Paid-in capital | | | 145,509,196 | |
Total distributable earnings/(loss) | | | (9,151,487 | ) |
Net assets | | $ | 136,375,417 | |
CAPITAL SHARES: | | | | |
Class A Shares: | | | | |
Net assets applicable to Class A Shares | | $ | 10,365,099 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,373,465 | |
Net asset value, offering and redemption price per share | | $ | 7.55 | |
Maximum offering price per share (100/94.25 of $7.55 and $8.01, respectively) | | $ | 8.01 | |
| | | | |
Class C Shares: | | | | |
Net assets applicable to Class C Shares | | $ | 9,087,081 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,248,696 | |
Net asset value, offering and redemption price per share | | $ | 7.28 | |
| | | | |
Class I Shares: | | | | |
Net assets applicable to Class I Shares | | $ | 115,431,053 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 15,086,238 | |
Net asset value, offering price per share | | $ | 7.65 | |
| | | | |
Class P Shares: | | | | |
Net assets applicable to Class P Shares | | $ | 1,492,184 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 191,061 | |
Net asset value, offering price per share | | $ | 7.81 | |
The accompanying notes are an integral part of the consolidated financial statements.
21
Campbell Systematic Macro Fund
Consolidated Statements of Operations
| | For the Period Ended(1) August 31, 2020 | | | For the Year Ended September 30, 2019 | |
INVESTMENT INCOME | | | | | | | | |
Interest | | $ | 948,083 | | | $ | 1,889,872 | |
Total investment income | | | 948,083 | | | | 1,889,872 | |
EXPENSES | | | | | | | | |
Advisory fees (Note 2) | | | 1,509,833 | | | | 1,489,384 | |
Distribution fees - Class A Shares | | | 131,511 | | | | 171,292 | |
Administration and accounting fees (Note 2) | | | 120,498 | | | | 72,977 | |
Transfer agent fees (Note 2) | | | 94,943 | | | | 157,827 | |
Legal fees | | | 85,168 | | | | 47,066 | |
Registration and filing fees | | | 48,035 | | | | 57,676 | |
Audit and tax service fees | | | 42,200 | | | | 50,771 | |
Director fees | | | 41,689 | | | | 11,661 | |
Officer fees | | | 31,681 | | | | 16,368 | |
Interest expense | | | 25,003 | | | | 42,271 | |
Printing and shareholder reporting fees | | | 20,296 | | | | 34,895 | |
Custodian fees (Note 2) | | | 10,531 | | | | 11,157 | |
Other expenses | | | 37,205 | | | | 81,786 | |
Total expenses before waivers and/or reimbursements | | | 2,198,593 | | | | 2,245,131 | |
Less: waivers and reimbursemets (Note 2) | | | (336,209 | ) | | | (393,523 | ) |
Net expenses after waivers and/or reimbursments | | | 1,862,384 | | | | 1,851,608 | |
Net investment income/(loss) | | | (914,301 | ) | | | 38,264 | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS |
Net realized gain/(loss) from: | | | | | | | | |
Investments | | | 6,822 | | | | (74,519 | ) |
Futures contracts | | | (7,541,388 | ) | | | 11,032,603 | |
Foreign currency transactions | | | 490,452 | | | | (118,937 | ) |
Forward foreign currency contracts | | | 337,288 | | | | 125,760 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | |
Investments | | | (30,310 | ) | | | 359,337 | |
Futures contracts | | | (937,843 | ) | | | (4,643,373 | ) |
Foreign currency translations | | | (102,661 | ) | | | 2,450,217 | |
Forward foreign currency contracts | | | (3,130,868 | ) | | | 26,859 | |
Net realized and unrealized gain/(loss) on investments | | | (10,908,508 | ) | | | 9,157,947 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (11,822,809 | ) | | $ | 9,196,211 | |
(1) | The Fund changed its fiscal year end to August 31 during the period. The period ended is from October 1, 2019 to August 31, 2020. |
The accompanying notes are an integral part of the consolidated financial statements.
22
Campbell Systematic Macro Fund
Consolidated Statements of Changes in Net Assets
| | For the Period Ended August 31, 2020(1) | | | For the Year Ended September 30, 2019 | | | For the Year Ended September 30, 2018 | |
Increase/(Decrease) in Net Assets From Operations: | | | | | | | | | | | | |
Net investment income/(loss) | | $ | (914,301 | ) | | $ | 38,264 | | | $ | (546,129 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | (6,706,826 | ) | | | 10,964,907 | | | | (75,496,325 | ) |
Net change in unrealized appreciation/(depreciation) on investments, future contracts, foreign currency translation and forward foreign currency contracts | | | (4,201,682 | ) | | | (1,806,960 | ) | | | 88,826,206 | |
Net increase/(decrease) in net assets resulting from operations | | | (11,822,809 | ) | | | 9,196,211 | | | | 12,783,752 | |
| | | | | | | | | | | | |
Dividends and Distributions to Shareholders From: | | | | | | | | | | | | |
Total distributable earnings | | | (11,439,705 | ) | | | (13,070,676 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (11,439,705 | ) | | | (13,070,676 | ) | | | — | |
| | | | | | | | | | | | |
Capital Share Transactions: | | | | | | | | | | | | |
Class A Shares | | | | | | | | | | | | |
Proceeds from shares sold | | | 2,170,042 | | | | 1,740,013 | | | | 5,197,511 | |
Proceeds from reinvestment of distributions | | | 1,752,767 | | | | 1,510,075 | | | | — | |
Shares redeemed | | | (3,571,700 | ) | | | (5,361,030 | ) | | | (14,837,731 | ) |
Total from Class A Shares | | | 351,109 | | | | (2,110,942 | ) | | | (9,640,220 | ) |
Class C Shares | | | | | | | | | | | | |
Proceeds from shares sold | | | 646,771 | | | | 807,341 | | | | 957,031 | |
Proceeds from reinvestment of distributions | | | 1,670,432 | | | | 1,569,438 | | | | — | |
Shares redeemed | | | (3,575,911 | ) | | | (5,039,019 | ) | | | (8,438,161 | ) |
Total from Class C Shares | | | (1,258,708 | ) | | | (2,662,240 | ) | | | (7,481,130 | ) |
Class I Shares | | | | | | | | | | | | |
Proceeds from shares sold | | | 153,840,950 | | | | 48,432,554 | | | | 25,060,799 | |
Proceeds from reinvestment of distributions | | | 6,732,144 | | | | 7,632,232 | | | | — | |
Shares redeemed | | | (79,192,957 | ) | | | (92,370,875 | ) | | | (226,159,641 | ) |
Total from Class I Shares | | | 81,380,137 | | | | (36,306,089 | ) | | | (201,098,842 | ) |
Class P Shares | | | | | | | | | | | | |
Proceeds from shares sold | | | 320,354 | | | | 242,864 | | | | 6,757,945 | |
Proceeds from reinvestment of distributions | | | 294,096 | | | | 263,166 | | | | — | |
Shares redeemed | | | (885,125 | ) | | | (30,245,677 | ) | | | (17,055,399 | ) |
Total from Class P Shares | | | (270,675 | ) | | | (29,739,647 | ) | | | (10,297,454 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 80,201,863 | | | | (70,818,918 | ) | | | (228,517,646 | ) |
Total increase/(decrease) in net assets | | | 56,939,349 | | | | (74,693,383 | ) | | | (215,733,894 | ) |
| | | | | | | | | | | | |
Net Assets: | | | | | | | | | | | | |
Beginning of period | | | 79,436,068 | | | | 154,129,451 | | | | 369,863,345 | |
End of period | | $ | 136,375,417 | | | $ | 79,436,068 | | | $ | 154,129,451 | (2) |
(1) | The Fund changed its fiscal year end to August 31 during the period. The period ended is from October 1, 2019 to August 31, 2020. |
(2) | Includes undistributed net investment income of $13,070,676. |
The accompanying notes are an integral part of the consolidated financial statements.
23
Campbell Systematic Macro Fund
Consolidated Statements of Changes in Net Assets (Concluded)
| | For the Period Ended August 31, 2020(1) | | | For the Year Ended September 30, 2019 | | | For the Year Ended September 30, 2018 | |
Share Transactions: | | | | | | | | | | | | |
Class A Shares | | | | | | | | | | | | |
Shares sold | | | 263,105 | | | | 190,779 | | | | 514,019 | |
Shares reinvested | | | 226,749 | | | | 185,285 | | | | — | |
Shares redeemed | | | (430,459 | ) | | | (616,034 | ) | | | (1,533,737 | ) |
Total from Class A Shares | | | 59,395 | | | | (239,970 | ) | | | (1,019,718 | ) |
Class C Shares | | | | | | | | | | | | |
Shares sold | | | 80,546 | | | | 90,650 | | | | 100,123 | |
Shares reinvested | | | 223,022 | | | | 197,413 | | | | — | |
Shares redeemed | | | (446,490 | ) | | | (600,031 | ) | | | (888,459 | ) |
Total from Class C Shares | | | (142,922 | ) | | | (311,968 | ) | | | (788,336 | ) |
Class I Shares | | | | | | | | | | | | |
Shares sold | | | 18,695,402 | | | | 5,483,361 | | | | 2,539,907 | |
Shares reinvested | | | 860,888 | | | | 927,366 | | | | — | |
Shares redeemed | | | (9,614,007 | ) | | | (10,591,009 | ) | | | (22,790,718 | ) |
Total from Class I Shares | | | 9,942,283 | | | | (4,180,282 | ) | | | (20,250,811 | ) |
Class P Shares | | | | | | | | | | | | |
Shares sold | | | 35,885 | | | | 25,638 | | | | 681,411 | |
Shares reinvested | | | 36,762 | | | | 31,367 | | | | — | |
Shares redeemed | | | (103,109 | ) | | | (3,411,713 | ) | | | (1,741,226 | ) |
Total from Class P Shares | | | (30,462 | ) | | | (3,354,708 | ) | | | (1,059,815 | ) |
Net increase/(decrease) in shares outstanding | | | 9,828,294 | | | | (8,086,928 | ) | | | (23,118,680 | ) |
(1) | The Fund changed its fiscal year end to August 31 during the period. The period ended is from October 1, 2019 to August 31, 2020. |
The accompanying notes are an integral part of the consolidated financial statements.
24
Campbell Systematic Macro Fund
Consolidated Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | Class A | |
| | For the Period Ended August 31, 2020(1)(2) | | | For the Year Ended Sept. 30, 2019 | | | For the Year Ended Sept. 30, 2018 | | | For the Year Ended Sept. 30, 2017 | | | For the Year Ended Sept. 30, 2016 | | | For the Year Ended Sept. 30, 2015 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.81 | | | $ | 9.49 | | | $ | 9.36 | | | $ | 10.13 | | | $ | 11.17 | | | $ | 11.01 | |
Net investment income/(loss)(3) | | | (0.07 | ) | | | — | (4) | | | (0.03 | ) | | | (0.04 | ) | | | (0.09 | ) | | | (0.13 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (5) | | | (0.76 | ) | | | 1.45 | | | | 0.16 | | | | (0.73 | ) | | | (0.74 | ) | | | 0.97 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.83 | ) | �� | | 1.45 | | | | 0.13 | | | | (0.77 | ) | | | (0.83 | ) | | | 0.84 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.79 | ) | | | (1.13 | ) | | | — | | | | — | | | | (0.21 | ) | | | (0.68 | ) |
Net realized capital gain | | | (0.64 | ) | | | — | | | | — | | | | — | | | | | | | | | |
Total dividends and distributions to shareholders | | | (1.43 | ) | | | (1.13 | ) | | | — | | | | — | | | | (0.21 | ) | | | (0.68 | ) |
Net asset value, end of period | | $ | 7.55 | | | $ | 9.81 | | | $ | 9.49 | | | $ | 9.36 | | | $ | 10.13 | | | $ | 11.17 | |
Total investment return (6) | | | (8.86 | )%(7) | | | 17.73 | % | | | 1.39 | % | | | (7.60 | )% | | | (7.60 | )% | | | 7.48 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 10,365 | | | $ | 12,895 | | | $ | 14,744 | | | $ | 24,092 | | | $ | 64,528 | | | $ | 83,077 | |
Ratio of expenses to average net assets with waivers and reimbursements (10) | | | 2.15 | %(8) | | | 2.12 | % | | | 1.58 | % | | | 1.15 | % | | | 1.17 | % | | | 1.15 | % |
Ratio of expenses to average net assets without waivers and reimbursements (9)(11) | | | 2.51 | %(8) | | | 2.54 | % | | | 1.96 | % | | | 1.33 | % | | | 1.25 | % | | | 1.24 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.93 | )%(8) | | | (0.03 | )% | | | (0.32 | )% | | | (0.45 | )% | | | (0.83 | )% | | | (1.08 | %) |
Portfolio turnover rate (12) | | | 0 | %(7) | | | 15 | % | | | 122 | % | | | 0 | % | | | 0 | % | | | 0 | % |
(1) | The fiscal year end of the Predecessor Fund was September 30. The Fund changed its fiscal year end to August 31 to reflect the fiscal year end of the other series of the Company. The period ended is from October 1, 2019 to August 31, 2020. |
(2) | Prior to May 29, 2020, the Fund was a diversified series (the “Predecessor Fund”) of Equinox Funds Trust (the “Trust”), an open-end management investment company (or mutual fund) organized on June 2, 2010, as a statutory trust under the laws of the State of Delaware. The Predecessor Fund was reorganized into the Fund following the close of business on May 29, 2020 (the “Reorganization”). As a result of the Reorganization, the performance and accounting history of the Predecessor Fund was assumed by the Fund. Performance and accounting information prior to May 29, 2020 included herein is that of the Predecessor Fund. |
(3) | Calculated based on average shares outstanding for the period. |
(4) | Less than $0.005 per share. |
(5) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(6) | Total returns are historical and assume changes in share price and reinvestment of dividends and distributions. Total returns - for periods of less than one year are not annualized. Had the Adviser not waived its fees or reimbursed a portion of the Fund’s expenses, the returns would have been lower. |
(9) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Adviser. |
(10) Ratio of net expenses to average net assets excluding interest expense | 2.12% | 2.07% | 1.58% | 1.15% | 1.15% | 1.15% |
(11) Ratio of gross expenses to average net assets excluding interest expense(9) | 2.48% | 2.49% | 1.96% | 1.33% | 1.23% | 1.24% |
(12) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
The accompanying notes are an integral part of the consolidated financial statements.
25
Campbell Systematic Macro Fund
Consolidated Financial Highlights (Continued)
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | Class C | |
| | For the Period Ended August 31, 2020(1)(2) | | | For the Year Ended Sept. 30, 2019 | | | For the Year Ended Sept. 30, 2018 | | | For the Year Ended Sept. 30, 2017 | | | For the Year Ended Sept. 30, 2016 | | | For the Year Ended Sept. 30, 2015 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.51 | | | $ | 9.20 | | | $ | 9.15 | | | $ | 9.98 | | | $ | 11.03 | | | $ | 10.96 | |
Net investment income/(loss)(3) | | | (0.12 | ) | | | (0.07 | ) | | | (0.10 | ) | | | (0.11 | ) | | | (0.17 | ) | | | (0.21 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (4) | | | (0.74 | ) | | | 1.42 | | | | 0.15 | | | | (0.72 | ) | | | (0.72 | ) | | | 0.97 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.86 | ) | | | 1.35 | | | | 0.05 | | | | (0.83 | ) | | | (0.89 | ) | | | 0.76 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.73 | ) | | | (1.04 | ) | | | — | | | | — | | | | (0.16 | ) | | | (0.69 | ) |
Net realized capital gain | | | (0.64 | ) | | | — | | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.37 | ) | | | (1.04 | ) | | | — | | | | — | | | | (0.16 | ) | | | (0.69 | ) |
Net asset value, end of period | | $ | 7.28 | | | $ | 9.51 | | | $ | 9.20 | | | $ | 9.15 | | | $ | 9.98 | | | $ | 11.03 | |
Total investment return (5) | | | (9.49 | )%(6) | | | 16.88 | % | | | 0.55 | % | | | (8.32 | )% | | | (8.16 | )% | | | 6.72 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 9,087 | | | $ | 13,237 | | | $ | 15,676 | | | $ | 22,792 | | | $ | 48,712 | | | $ | 52,977 | |
Ratio of expenses to average net assets with waivers and reimbursements (9) | | | 2.88 | %(7) | | | 2.87 | % | | | 2.35 | % | | | 1.90 | % | | | 1.92 | % | | | 1.90 | % |
Ratio of expenses to average net assets without waivers and reimbursements (8)(10) | | | 3.27 | %(7) | | | 3.29 | % | | | 2.74 | % | | | 2.08 | % | | | 2.00 | % | | | 1.99 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.65 | )%(7) | | | (0.78 | )% | | | (1.05 | )% | | | (1.19 | )% | | | (1.58 | )% | | | (1.82 | %) |
Portfolio turnover rate (11) | | | 0 | %(6) | | | 15 | % | | | 122 | % | | | 0 | % | | | 0 | % | | | 0 | % |
(1) | The fiscal year end of the Predecessor Fund was September 30. The Fund changed its fiscal year end to August 31 to reflect the fiscal year end of the other series of the Company. The period ended is from October 1, 2019 to August 31, 2020. |
(2) | Prior to May 29, 2020, the Fund was a diversified series (the “Predecessor Fund”) of Equinox Funds Trust (the “Trust”), an open-end management investment company (or mutual fund) organized on June 2, 2010, as a statutory trust under the laws of the State of Delaware. The Predecessor Fund was reorganized into the Fund following the close of business on May 29, 2020 (the “Reorganization”). As a result of the Reorganization, the performance and accounting history of the Predecessor Fund was assumed by the Fund. Performance and accounting information prior to May 29, 2020 included herein is that of the Predecessor Fund. |
(3) | Calculated based on average shares outstanding for the period. |
(4) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(5) | Total returns are historical and assume changes in share price and reinvestment of dividends and distributions. Total returns for periods of less than one year are not annualized. Had the Adviser not waived its fees or reimbursed a portion of the Fund’s expenses, the returns would have been lower. |
(8) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Adviser. |
(9) Ratio of net expenses to average net assets excluding interest expense | 2.85% | 2.82% | 2.35% | 1.90% | 1.90% | 1.90% |
(10) Ratio of gross expenses to average net assets excluding interest expense(8) | 3.24% | 3.24% | 2.74% | 2.08% | 1.98% | 1.99% |
(11) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
The accompanying notes are an integral part of the consolidated financial statements.
26
Campbell Systematic Macro Fund
Consolidated Financial Highlights (Continued)
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | Class I | |
| | For the Period Ended August 31, 2020(1)(2) | | | For the Year Ended Sept. 30, 2019 | | | For the Year Ended Sept. 30, 2018 | | | For the Year Ended Sept. 30, 2017 | | | For the Year Ended Sept. 30, 2016 | | | For the Year Ended Sept. 30, 2015 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.93 | | | $ | 9.59 | | | $ | 9.44 | | | $ | 10.20 | | | $ | 11.22 | | | $ | 11.05 | |
Net investment income/(loss)(3) | | | (0.07 | ) | | | 0.02 | | | | (0.01 | ) | | | (0.02 | ) | | | (0.06 | ) | | | (0.09 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (4) | | | (0.77 | ) | | | 1.48 | | | | 0.16 | | | | (0.74 | ) | | | (0.73 | ) | | | 0.96 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.84 | ) | | | 1.50 | | | | 0.15 | | | | (0.76 | ) | | | (0.79 | ) | | | 0.87 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.80 | ) | | | (1.16 | ) | | | — | | | | — | | | | (0.23 | ) | | | (0.70 | ) |
Net realized capital gain | | | (0.64 | ) | | | — | | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.44 | ) | | | (1.16 | ) | | | — | | | | — | | | | (0.23 | ) | | | (0.70 | ) |
Net asset value, end of period | | $ | 7.65 | | | $ | 9.93 | | | $ | 9.59 | | | $ | 9.44 | | | $ | 10.20 | | | $ | 11.22 | |
Total investment return (5) | | | (8.75 | )%(6) | | | 18.17 | % | | | 1.59 | % | | | (7.45 | )% | | | (7.20 | )% | | | 7.72 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 115,431 | | | $ | 51,067 | | | $ | 89,456 | | | $ | 279,212 | | | $ | 754,171 | | | $ | 984,152 | |
Ratio of expenses to average net assets with waivers and reimbursements (9) | | | 1.88 | %(7) | | | 1.84 | % | | | 1.30 | % | | | 0.90 | % | | | 0.92 | % | | | 0.90 | % |
Ratio of expenses to average net assets without waivers and reimbursements (8)(10) | | | 2.24 | %(7) | | | 2.28 | % | | | 1.64 | % | | | 1.07 | % | | | 1.00 | % | | | 0.99 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.91 | )%(7) | | | 0.23 | % | | | (0.10 | )% | | | (0.20 | )% | | | (0.58 | )% | | | (0.81 | %) |
Portfolio turnover rate (11) | | | 0 | %(6) | | | 15 | % | | | 122 | % | | | 0 | % | | | 0 | % | | | 0 | % |
(1) | The fiscal year end of the Predecessor Fund was September 30. The Fund changed its fiscal year end to August 31 to reflect the fiscal year end of the other series of the Company. The period ended is from October 1, 2019 to August 31, 2020. |
(2) | Prior to May 29, 2020, the Fund was a diversified series (the “Predecessor Fund”) of Equinox Funds Trust (the “Trust”), an open-end management investment company (or mutual fund) organized on June 2, 2010, as a statutory trust under the laws of the State of Delaware. The Predecessor Fund was reorganized into the Fund following the close of business on May 29, 2020 (the “Reorganization”). As a result of the Reorganization, the performance and accounting history of the Predecessor Fund was assumed by the Fund. Performance and accounting information prior to May 29, 2020 included herein is that of the Predecessor Fund. |
(3) | Calculated based on average shares outstanding for the period. |
(4) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(5) | Total returns are historical and assume changes in share price and reinvestment of dividends and distributions. Total returns for periods of less than one year are not annualized. Had the Adviser not waived its fees or reimbursed a portion of the Fund’s expenses, the returns would have been lower. |
(8) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Adviser. |
(9) Ratio of net expenses to average net assets excluding interest expense | 1.85% | 1.80% | 1.30% | 0.90% | 0.90% | 0.90% |
(10) Ratio of gross expenses to average net assets excluding interest expense(8) | 2.21% | 2.24% | 1.64% | 1.07% | 0.98% | 0.99% |
(11) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
The accompanying notes are an integral part of the consolidated financial statements.
27
Campbell Systematic Macro Fund
Consolidated Financial Highlights (Concluded)
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the consolidated financial statements. |
| | Class P | |
| | For the Period Ended August 31, 2020(1)(2) | | | For the Year Ended Sept. 30, 2019 | | | For the Year Ended Sept. 30, 2018 | | | For the Year Ended Sept. 30, 2017 | | | For the Year Ended Sept. 30, 2016 | | | For the Year Ended Sept. 30, 2015 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 10.10 | | | $ | 9.58 | | | $ | 9.44 | | | $ | 10.19 | | | $ | 11.22 | | | $ | 11.05 | |
Net investment income/(loss)(3) | | | (0.07 | ) | | | — | | | | (0.02 | ) | | | (0.02 | ) | | | (0.06 | ) | | | (0.13 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (5) | | | (0.80 | ) | | | 1.46 | | | | 0.16 | | | | (0.73 | ) | | | (0.74 | ) | | | 1.00 | |
Net increase/(decrease) in net assets resulting from operations | | | (0.87 | ) | | | 1.46 | | | | 0.14 | | | | (0.75 | ) | | | (0.80 | ) | | | 0.87 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.78 | ) | | | (0.94 | ) | | | — | | | | — | | | | (0.23 | ) | | | (0.70 | ) |
Net realized capital gain | | | (0.64 | ) | | | — | | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.42 | ) | | | (0.94 | ) | | | — | | | | — | | | | (0.23 | ) | | | (0.70 | ) |
Net asset value, end of period | | $ | 7.81 | | | $ | 10.10 | | | $ | 9.58 | | | $ | 9.44 | | | $ | 10.19 | | | $ | 11.22 | |
Total investment return (6) | | | (8.95 | )%(7) | | | 17.24 | % | | | 1.48 | % | | | (7.36 | )% | | | (7.29 | )% | | | 7.72 | % |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 1,492 | | | $ | 2,237 | | | $ | 34,253 | | | $ | 43,767 | | | $ | 99,612 | | | $ | 107,596 | |
Ratio of expenses to average net assets with waivers and reimbursements (10) | | | 2.15 | %(8) | | | 2.02 | % | | | 1.51 | % | | | 0.90 | % | | | 0.92 | % | | | 0.90 | % |
Ratio of expenses to average net assets without waivers and reimbursements (9)(11) | | | 2.52 | %(8) | | | 2.46 | % | | | 1.90 | % | | | 1.07 | % | | | 1.00 | % | | | 1.00 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.91 | )%(8) | | | (0.01 | )% | | | (0.19 | )% | | | (0.19 | )% | | | (0.58 | )% | | | (1.09 | %) |
Portfolio turnover rate (12) | | | 0 | %(7) | | | 15 | % | | | 122 | % | | | 0 | % | | | 0 | % | | | 0 | % |
(1) | The fiscal year end of the Predecessor Fund was September 30. The Fund changed its fiscal year end to August 31 to reflect the fiscal year end of the other series of the Company. The period ended is from October 1, 2019 to August 31, 2020. |
(2) | Prior to May 29, 2020, the Fund was a diversified series (the “Predecessor Fund”) of Equinox Funds Trust (the “Trust”), an open-end management investment company (or mutual fund) organized on June 2, 2010, as a statutory trust under the laws of the State of Delaware. The Predecessor Fund was reorganized into the Fund following the close of business on May 29, 2020 (the “Reorganization”). As a result of the Reorganization, the performance and accounting history of the Predecessor Fund was assumed by the Fund. Performance and accounting information prior to May 29, 2020 included herein is that of the Predecessor Fund. |
(3) | Calculated based on average shares outstanding for the period. |
(4) | Less than $0.005 per share. |
(5) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(6) | Total returns are historical and assume changes in share price and reinvestment of dividends and distributions. Total returns for periods of less than one year are not annualized. Had the Adviser not waived its fees or reimbursed a portion of the Fund’s expenses, the returns would have been lower. |
(9) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Adviser. |
(10) Ratio of net expenses to average net assets excluding interest expense | 2.12% | 2.02% | 1.51% | 0.90% | 0.90% | 0.90% |
(11) Ratio of gross expenses to average net assets excluding interest expense(9) | 2.49% | 2.46% | 1.90% | 1.07% | 0.98% | 1.00% |
(12) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
The accompanying notes are an integral part of the consolidated financial statements.
28
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements
August 31, 2020
1. Organization and Significant Accounting Policies
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Campbell Systematic Macro Fund (the “Fund”), which commenced investment operations on March 4, 2013. The Fund currently offers Class A, Class C, Class I and Class P shares. Class A, Class I and Class P shares commenced operations on March 4, 2013. Class C commenced operations on February 11, 2014.
Class C, Class I and Class P shares are offered at net asset value. Class A shares are offered at net asset value plus a maximum sales charge of 5.75%. A contingent deferred sales charge (“CDSC”) of 1.00% is assessed on certain redemptions of Class A shares made within twelve months after a purchase of Class A shares where no initial sales charge was paid at the time of purchase as part of an investment of $1,000,000 or more. A CDSC of 1.00% is assessed on redemptions of Class C shares made within twelve months after a purchase of such shares. 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 ongoing service 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.
Prior to May 29, 2020, the Fund was a diversified series (the “Predecessor Fund”) of Equinox Funds Trust (the “Trust”), an open-end management investment company (or mutual fund) organized on June 2, 2010, as a statutory trust under the laws of the State of Delaware. The Predecessor Fund was reorganized into the Fund following the close of business on May 29, 2020 (the “Reorganization”). As a result of the Reorganization, the performance and accounting history of the Predecessor Fund was assumed by the Fund. Performance and accounting information prior to May 29, 2020 included herein is that of the Predecessor Fund. On conversion date, the Fund’s net assets were $119,211,366 and net asset value (NAV) was $8.07.
The fiscal year end of the Predecessor Fund was September 30. The Fund changed its fiscal year end to August 31 to reflect the fiscal year end of the other series of the Company.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The Fund’s investment objective is to seek capital appreciation.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies.”
The end of the reporting period for the Fund is August 31, 2020, and the period covered by these Notes to Consolidated Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
Consolidation of Subsidiary — The Adviser’s Campbell Systematic Macro Program will be achieved by the Fund investing up to 25% of its total assets in the Campbell Systematic Macro Offshore Limited Fund (the “Subsidiary”), a wholly-owned and controlled subsidiary of the Fund organized under the laws of the Cayman Islands. The consolidated financial statements of the Fund include the financial statements of the Subsidiary. The Fund consolidates the results of subsidiaries in which the Fund holds a controlling financial interest. All inter-company accounts and transactions have been eliminated. As of the end of the reporting period, the net assets of the Subsidiary were $7,375,933, which represented 5.41% of the Fund’s net assets.
29
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sales price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Investments in other open-end investment companies are valued based on the NAV of those investment companies (which may use fair value pricing as discussed in their prospectuses). Forward currency exchange contracts are valued by interpolating between spot and forward currency rates as quoted by an independent pricing service. Futures contracts are generally valued using the settlement price determined by the relevant exchange. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure the fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 — | Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 — | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| ● Level 3 — | Prices are determined using significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Fund’s investments carried at fair value:
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Short-Term Investments | | $ | 110,867,992 | | | $ | 110,867,992 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 14,946,949 | | | | 14,946,949 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 72,648 | | | | 72,648 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 392,342 | | | | 392,342 | | | | — | | | | — | |
Foreign Exchange Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 27,343,866 | | | | — | | | | 27,343,866 | | | | — | |
Total Assets | | $ | 153,623,797 | | | $ | 126,279,931 | | | $ | 27,343,866 | | | $ | — | |
30
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (15,010,153 | ) | | $ | (15,010,153 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (616,071 | ) | | | (616,071 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (781,316 | ) | | | (781,316 | ) | | | — | | | | — | |
Foreign Exchange Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (29,915,027 | ) | | | — | | | | (29,915,027 | ) | | | — | |
Total Liabilities | | $ | (46,322,567 | ) | | $ | (16,407,540 | ) | | $ | (29,915,027 | ) | | $ | — | |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers are disclosed if the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Fund had no Level 3 investments.
Disclosures about Derivative Instruments and Hedging Activities — Derivative instruments are defined as financial instruments whose value and performance are based on the value and performance of another security or financial instrument. Derivative instruments that the Fund used during the period include forward foreign currency contracts and futures contracts.
During the current fiscal period, the Fund used long and short contracts on U.S. and foreign equity market indices, U.S. and foreign government bonds, foreign currencies and commodities (through investment in the Subsidiary), to gain investment exposure in accordance with its investment objective.
The following tables provide quantitative disclosures about fair value amounts of, and gains and losses on, the Fund’s derivative instruments as of and for the current fiscal period.
31
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following table lists the fair values of the Fund’s derivative holdings as of end of the reporting period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Assets and Liabilities Location | | | Commodity Contracts | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Total | |
Asset Derivatives |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | $ | 14,946,949 | | | $ | 72,648 | | | $ | 392,342 | | | $ | — | | | $ | 15,411,939 | |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 27,343,866 | | | | 27,343,866 | |
Total Value – Assets | | | | | | $ | 14,946,949 | | | $ | 72,648 | | | $ | 392,342 | | | $ | 27,343,866 | | | $ | 42,755,805 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | $ | (15,010,153 | ) | | $ | (616,071 | ) | | $ | (781,316 | ) | | $ | — | | | $ | (16,407,540 | ) |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | (29,915,027 | ) | | | (29,915,027 | ) |
Total Value – Liabilities | | | | | | $ | (15,010,153 | ) | | $ | (616,071 | ) | | $ | (781,316 | ) | | $ | (29,915,027 | ) | | $ | (46,322,567 | ) |
(a) | This amount represents the cumulative appreciation/(depreciation) of forward and futures contracts as reported in the Consolidated Portfolio of Investments. |
The following table lists the amounts of realized gains/(losses) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Operations Location | | | Commodity Contracts | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Total | |
Realized Gain (Loss) |
Futures Contracts | | | Net realized gain/(loss) from futures contracts | | | $ | (2,231,416 | ) | | $ | (4,673,057 | ) | | $ | (636,915 | ) | | $ | — | | | $ | (7,541,388 | ) |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 337,288 | | | | 337,288 | |
Total Realized Gain/(Loss) | | | | | | $ | (2,231,416 | ) | | $ | (4,673,057 | ) | | $ | (636,915 | ) | | $ | 337,288 | | | $ | (7,204,100 | ) |
32
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following table lists the amounts of change in unrealized appreciation/(depreciation) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by derivative type and primary risk exposure category by contract type.
Derivative Type | | Consolidated Statement of Operations Location | | | Commodity Contracts | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Total | |
Change in Unrealized Appreciation/(Depreciation) |
Futures Contracts | | | Net change in unrealized appreciation/(depreciation) on futures contracts | | | $ | (162,663 | ) | | $ | (846,296 | ) | | $ | 71,116 | | | $ | — | | | $ | (937,843 | ) |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | (3,130,868 | ) | | | (3,130,868 | ) |
Total Change in Unrealized Appreciation/(Depreciation) | | | | | | $ | (162,663 | ) | | $ | (846,296 | ) | | $ | 71,116 | | | $ | (3,130,868 | ) | | $ | (4,068,707 | ) |
During the current fiscal period, the Fund’s quarterly average volume of derivatives was as follows:
| LONG FUTURES NOTIONAL AMOUNT | | | SHORT FUTURES NOTIONAL AMOUNT | | | FORWARD FOREIGN CURRENCY CONTRACTS-PAYABLE (VALUE AT TRADE DATE) | | | FORWARD FOREIGN CURRENCY CONTRACTS- RECEIVABLE (VALUE AT TRADE DATE) | |
| | $591,501,256 | | | | $(246,503,301) | | | | $(635,409,326) | | | | $649,960,009 | |
For financial reporting purposes, the Fund does not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral (receivables) or the obligation to return cash collateral (payables) arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement.
33
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
The following is a summary of financial and derivative instruments that are subject to enforceable master netting agreements (or similar arrangements) and collateral received and pledged in connection with the master netting agreements (or similar arrangements).
| | | | | | Gross Amount Not Offset in Consolidated Statement of Assets and Liabilities | | | | | | | | | | | | | | | Gross Amount Not Offset in Consolidated Statement of Assets and Liabilities | | | | | |
Description | | Gross Amount Presented in the Consolidated Statement of Assets and Liabilities | | | Financial Instruments | | | Collateral Received | | | Net Amount(1) | | | | | | | Gross Amount Presented in the Consolidated Statement of Assets and Liabilities | | | Financial Instruments | | | Collateral Pledged(2) | | | Net Amount(3) | |
| | Assets | | | | | | | Liabilities | |
Forward Foreign Currency Contracts | | $ | 27,343,866 | | | $ | (27,343,866 | ) | | $ | — | | | $ | — | | | | | | | $ | 29,915,027 | | | $ | (27,343,866 | ) | | $ | — | | | $ | 2,571,161 | |
(1) | Net amount represents the net amount receivable from the counterparty in the event of default. |
(2) | Actual collateral pledged may be more than the amount shown. |
(3) | Net amount represents the net amount payable to the counterparty in the event of default. |
Use of Estimates — The preparation of consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
Investment Transactions, Investment Income and Expenses — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
34
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
For tax purposes, the Subsidiary is an exempted Cayman Islands investment company. The Subsidiary has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits and capital gains taxes. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, the Subsidiary is a Controlled Foreign Corporation and as such is not subject to U.S. income tax.
Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the consolidated financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investments in the Consolidated Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Consolidated Statement of Operations.
Currency Risk — Investment in foreign securities involves currency risk associated with securities that trade or are denominated in currencies other than the U.S. dollar and which may be affected by fluctuations in currency exchange rates. An increase in the strength of the U.S. dollar relative to a foreign currency may cause the U.S. dollar value of an investment in that country to decline. Foreign currencies also are subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors and government controls. Forward foreign currency exchange contracts may limit potential gains from a favorable change in value between the U.S. dollar and foreign currencies. Unanticipated changes in currency pricing may result in poorer overall performance for the Fund than if it had not engaged in these contracts.
Commodity Sector Risk — Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The prices of energy, industrial metals, precious metals, agriculture and livestock sector commodities may fluctuate widely due to factors such as changes in value, supply and demand and governmental regulatory policies. The commodity-linked securities in which the Fund invests may be issued by companies in the financial services sector, and events affecting the financial services sector may cause the Fund’s share value to fluctuate.
Foreign Securities Market Risk — A substantial portion of the trades of the Fund are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of assets of the Fund that may be committed to trading on foreign markets. The risk of loss in trading foreign futures and options on futures contracts can be substantial. Participation in foreign futures and options on futures contracts involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these foreign markets, in contrast to U.S. exchanges, are so-called principals’ markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or clearing corporation. In these kinds of markets, there is risk of bankruptcy or other failure or refusal to perform by the counterparty.
Counterparty Risk — The derivative contracts entered into by the Fund or its Subsidiary may be privately negotiated in the over-the-counter market. These contracts also involve exposure to credit risk, since contract performance depends in part on the financial condition of the counterparty. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over
35
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease.
Futures Contracts — The Fund uses futures contracts in the normal course of pursuing its investment objective. Upon entering into a futures contract, the Fund must deposit initial margin in addition to segregating cash or liquid assets sufficient to meet its obligation to purchase or provide securities, or to pay the amount owed at the expiration of an index-based futures contract. Such liquid assets may consist of cash, cash equivalents, liquid debt or equity securities or other acceptable assets. Pursuant to the futures contract, the Fund agrees to receive from, or pay to the broker, an amount of cash equal to the daily fluctuation in value of the contract. Such a receipt of payment is known as “variation margin” and is recorded by the Fund as an unrealized gain or loss. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contract. 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. Use of long futures contracts subjects the Fund to risk of loss in excess of the amount shown on the Consolidated Statement of Assets and Liabilities, up to the notional value of the futures contract. Use of short futures contracts subjects the Fund to unlimited risk of loss.
Forward Foreign Currency Contracts —The Fund uses forward foreign currency contracts (“forward contracts”) in the normal course of pursuing its investment objectives. These contracts are marked-to-market daily at the applicable translation rates. The Fund records realized gains or losses at the time the forward contract is closed. A forward contract is extinguished through a closing transaction or upon delivery of the currency or entering an off setting contract. Risks may arise upon entering these contracts from the potential inability of a counterparty to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar or other currencies. The Fund’s maximum risk of loss from counterparty credit risk related to forward foreign currency contracts is the fair value of the contract. The risk may be mitigated to some extent if a master netting arrangement between the Fund and the counterparty is in place and to the extent the Fund obtains collateral to cover the Fund’s exposure to the counterparty.
Credit Risk — Credit risk refers to the possibility that the issuer of the security or a counterparty in respect of a derivative instrument will not be able to satisfy its payment obligations to the Fund when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. Securities rated in the four highest categories by the rating agencies are considered investment grade but they may also have some speculative characteristics. Investment grade ratings do not guarantee that bonds will not lose value or default. In addition, the credit quality of securities may be lowered if an issuer’s financial condition changes.
Coronavirus (COVID-19) Pandemic — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual companies are not known. The operational and financial performance of individual companies and the market in general depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
Cash and Cash Equivalents — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
36
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
2. Investment Adviser and Other Services
Campbell & Company Investment Adviser LLC (“Campbell” or the “Adviser”) serves as the investment adviser to the Fund. The Adviser is a wholly-owned subsidiary of Campbell & Company, L.P. The Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table.
Prior to May 29, 2020, Equinox Institutional Asset Management, LP (“Equinox”) served as adviser to the Predecessor Fund and Campbell served as a sub-adviser to the Predecessor Fund. Equinox was entitled to an advisory fee from the Predecessor Fund at the same rate payable to Campbell as Adviser to the Fund. Equinox, not the Predecessor Fund, paid a sub-advisory fee to Campbell.
The Adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed the rate (“Expense Cap”) shown in the following table of the Fund’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause total annual Fund operating expenses to exceed the Expense Cap as applicable: acquired fund fees and expenses, brokerage commissions, extraordinary expenses, interest and taxes. This contractual limitation is in effect until December 31, 2020 and may not be terminated without the approval of the Board. The Adviser may discontinue this arrangement at any time after December 31, 2020.
| Expense Cap |
Advisory Fee | Class A | Class C | Class I | Class P |
1.64% | 2.00% | 2.75% | 1.75% | 2.00% |
Prior to May 29, 2020, Equinox and Campbell had contractually agreed to reduce their advisory fees and/or reimburse certain expenses of the Predecessor Fund, to ensure that the Predecessor Fund’s total annual operating expenses, excluding (i) taxes, (ii) interest, (iii) extraordinary items, (iv) acquired fund fees and expenses, and (v) brokerage commissions, did not exceed, on an annual basis, 2.14% with respect to Class A shares, 2.89% with respect to Class C shares, 1.89% with respect to Class I shares, and 2.14% with respect to Class P shares of the Predecessor Fund’s average daily net assets.
During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed by the Adviser and/or Equinox were as follows:
| Gross Advisory Fees | Waivers and/or Reimbursements | Net Advisory Fees |
Equinox Funds Trust | $964,912 | $(257,973) | $706,939 |
Campbell Systematic Macro Fund | 544,921 | (78,236) | 466,685 |
If at any time the Fund’s total annual Fund operating expenses for a year are less than the Expense Cap, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed the Expense Cap that was in effect at the time of the waiver or reimbursement.
37
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
As of the end of the reporting period, the Fund had amounts available for recoupment as follows:
Expiration |
August 31, 2023 | Total |
$78,236 | $78,236 |
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Fund. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Fund’s transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s distributor.
The Board has adopted a Plan of Distribution (the “Plan”) for the Class A Shares, Class C Shares and Class P of the Funds pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive from each Fund a distribution fee with respect to the Shares, which is accrued daily and paid monthly, of up to 0.25% on an annualized basis of the average daily net assets of the Class A Shares and Class P Shares and and up to 1.00% on an annualized basis of the average daily net assets of the Class C Shares. The actual amount of such compensation under the Plan is agreed upon by the Board and by the Distributor. Because these fees are paid out of each Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. Amounts paid to the Distributor under the Plan may be used by the Distributor to cover expenses that are related to (i) the sale of the Shares, (ii) ongoing servicing and/or maintenance of the accounts of shareholders, and (iii) sub-transfer agency services, subaccounting services or administrative services related to the sale of the Shares, all as set forth in each Fund’s 12b-1 Plan.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Consolidated Statement of Operations.
3. Director and Officer Compensation
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund or the Company. For Director and Officer compensation amounts, please refer to the Consolidated Statement of Operations.
4. Purchases and Sales of Investment Securities
During the current fiscal period, there were no purchases and sales of investment securities (excluding short-term investments and derivative transactions) or long-term U.S. Government securities by the Fund.
38
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2020
5. Federal Income Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the consolidated financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the Fund were as follows(a):
Federal Tax Cost | Unrealized Appreciation | Unrealized (Depreciation) | Net Unrealized Appreciation/ (Depreciation) |
$119,815,281 | $854,597 | $(4,802,641) | $(3,948,044) |
(a) | The difference between the book basis and tax basis cost and aggregate gross unrealized appreciation and depreciation of investments is attributable primarily to futures not regulated by Section 1256 of the Internal Revenue Code and timing difference related to taxable income from a wholly owned controlled foreign corporation. |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying consolidated financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
The following permanent differences as of August 31, 2020, primarily attributable to investments in wholly-owned controlled foreign corporation were reclassified among the following accounts:
Distributable Earnings/(Loss) | PAID-IN CAPITAL |
$2,195,943 | $(2,195,943) |
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
Undistributed Ordinary Income | Undistributed Long-Term Capital Gains | Capital Loss Carryforwards | Qualified Late-Year Loss Deferral | Unrealized Appreciation/ (Depreciation) |
$— | $— | (7,243,474) | (1,042,367) | $(865,646) |
The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains of the Subsidiary for federal income tax purposes. Short-term and foreign currency gains are reported as ordinary income for federal income tax purposes.
39
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2020
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2020 and September 30, 2019 was as follows:
| Ordinary Income | Long-Term Gains | Total |
2020 | $6,320,770 | $5,118,935 | $11,439,705 |
2019 | 13,070,676 | — | 13,070,676 |
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and August 31 and late year ordinary losses ((i) ordinary losses between January 1 and August 31, and (ii) specified ordinary and currency losses between November 1 and August 31) as occurring on the first day of the following tax year. For the fiscal year ended August 31, 2020, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2020. As of August 31, 2020, the Fund had tax basis qualified late-year losses of $1,042,367.
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2020, the Fund had $5,145,610 of short-term and $2,097,864 of long-term capital loss carryovers, respectively.
6. New Accounting Pronouncements and regulatory updates
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Fund’s consolidated financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy. ASU 2018 -13 has been adopted by the Fund and the related disclosure updates have been incorporated in these consolidated financial statements.
7. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the consolidated financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the consolidated financial statements.
40
Campbell Systematic Macro Fund
Report of Independent Registered Public Accounting Firm
To the Board of Directors of The RBB Fund, Inc. and
Shareholders of Campbell Systematic Macro Fund
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities of Campbell Systematic Macro Fund (the “Fund”) (one of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the consolidated portfolio of investments, as of August 31, 2020, and the related consolidated statement of operations, the consolidated statement of changes in net assets and the consolidated financial highlights for the period October 1, 2019 to August 31, 2020 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund (one of the portfolios constituting The RBB Fund, Inc.) at August 31, 2020, and the consolidated results of its operations, the consolidated changes in its net assets and its consolidated financial highlights for the period October 1, 2019 to August 31, 2020, in conformity with U.S. generally accepted accounting principles.
The consolidated statement of operations, changes in net assets and financial highlights of the Fund for each of the periods presented through September 30, 2019, were audited by other auditors whose report dated November 27, 2019 expressed an unqualified opinion on those financial statements.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. 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 Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audit 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks 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 August 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audit 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 audit provides a reasonable basis for our opinion.
We have served as the auditor of one or more Campbell & Company investment companies since 2015.
Philadelphia, Pennsylvania
October 30, 2020
41
Campbell Systematic Macro Fund
Shareholder Tax Information
(Unaudited)
Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable year ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2020. During the period ended August 31, 2020, the Fund paid $6,320,770 of ordinary income distributions to its shareholders. Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal tax purposes.
The percentage of ordinary income dividends qualifying for the 15% dividend tax rate is 0.00%.
The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 0.00%.
The Fund designates 0.00% of the ordinary income distributions as qualified short-term gain pursuant to the American Job Creation Act of 2004.
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.
In general, dividends received by tax exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.
42
Campbell Systematic Macro Fund
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling 1-844-261-6488 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Approval of Investment Agreements
As required by the 1940 Act, the Board, including Independent Directors, considered the approval of the investment advisory agreement between Campbell and the Company on behalf of the Fund and the investment advisory agreement between Campbell and the Subsidiary (together, the “Investment Advisory Agreements”), at a meeting of the Board held on September 9-10, 2019 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreements for an initial period ending August 16, 2021. The Board’s decision to approve the Investment Advisory Agreements reflects the exercise of its business judgment. In approving the Investment Advisory Agreements, the Board considered information provided by Campbell with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the approval of the Investment Advisory Agreements, the Directors took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Campbell’s proposed services to be provided to the Fund and the Subsidiary; (ii) descriptions of the experience and qualifications of Campbell’s personnel providing those services; (iii) Campbell’s investment philosophies and processes; (iv) Campbell’s assets under management and client descriptions; (v) Campbell’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Campbell’s advisory fee arrangement with the Company and other similarly managed clients; (vii) Campbell’s compliance policies and procedures; (viii) Campbell’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Fund and the Subsidiary; (ix) the extent to which economies of scale are relevant to the Fund; (x) a report prepared by Morningstar comparing the Predecessor Fund’s management fees and total expense ratio to those of its Lipper peer group; and (xi) a report comparing the performance of the Predecessor Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services proposed to be provided by Campbell. The Directors concluded that Campbell had substantial resources to provide services to the Fund and the Subsidiary.
The Directors also considered the investment performance of the Predecessor Fund. The Directors considered the Predecessor Fund’s investment performance in light of its investment objectives and investment strategies. The Directors noted that the Predecessor Fund was advised by Equinox Institutional Asset Management, LP and sub-advised by Campbell.
The Board also considered the advisory fee rates payable by the Fund under the proposed Investment Advisory Agreements. In this regard, information on the fees to be paid by the Fund and the Fund’s expected total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information
43
Campbell Systematic Macro Fund
Other Information (Concluded)
(Unaudited)
for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that Campbell had contractually agreed to waive management fees and reimburse expenses through at least December 31, 2020 to limit total annual operating expenses to agreed upon levels for the Fund.
After reviewing the information regarding the Fund’s costs, Campbell’s estimated profitability and economies of scale, and after considering Campbell’s services, the Directors concluded that the investment advisory fees proposed to be paid by the Fund were fair and reasonable and that the proposed Investment Advisory Agreements for the Fund should be approved for initial terms ending August 16, 2021.
44
Campbell Systematic Macro Fund
Company Management
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (844)-261-6488.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
45
Campbell Systematic Macro Fund
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present
1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
46
Campbell Systematic Macro Fund
Company Management (Concluded)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1 | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2 | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the past five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
47
Campbell Systematic Macro Fund
Privacy Notice
(Unaudited)
Campbell Systematic Macro Fund
FACTS | WHAT DOES THE Campbell Systematic Macro Fund DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Campbell Systematic Macro Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your personal information | Does the Campbell Systematic Macro Fund share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | We do not share. |
For our affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes — information about your creditworthiness | No | We do not share. |
For our affiliates to market to you | No | We do not share. |
For nonaffiliates to market to you | No | We do not share. |
Questions? | Call 1-844-261-6488 |
48
Campbell Systematic Macro Fund
Privacy Notice (Concluded)
(Unaudited)
What we do | |
How does the Campbell Systematic Macro Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Campbell Systematic Macro Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Campbell Systematic Macro Fund’s investment adviser, Campbell & Company Investment Adviser LLC. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Campbell Systematic Macro Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Campbell Systematic Macro Fund does not jointly market. |
49
Campbell Systematic Macro Fund
Affirmation of the Commodity Pool Operator
August 31, 2020
To the best of the knowledge and belief of the undersigned, the information contained in the Annual Report for the year ended August 31, 2020 is accurate and complete.
| |
| G. William Andrews, Chief Executive Officer Campbell & Company, LP CAMPBELL SYSTEMATIC MACRO FUND |
50
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Investment Adviser
Campbell & Company Investment Adviser LLC
2850 Quarry Lake Drive
Baltimore, Maryland 21209
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
CSMF-AR20
FREE MARKET U.S. EQUITY FUND
FREE MARKET INTERNATIONAL EQUITY FUND
FREE MARKET FIXED INCOME FUND
of
The RBB Fund, Inc.
Annual Report
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-866-780-0357 ext. 3863.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1-866-780-0357 ext. 3863 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Funds.
This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Funds.
FREE MARKET FUNDS
Annual Investment Adviser’s Report
AUGUST 31, 2020 (Unaudited)
Free Market U.S. Equity Fund
The twelve-month period ended August 31, 2020 saw some periods of noticeable volatility in domestic equity markets. Common news stories over the past twelve months have included reports on threats of war between the U.S. and Iran, the impeachment trial of President Donald Trump, the global COVID-19 outbreak, the era’s second-highest unemployment rate in the U.S., and global protests. The performance of U.S. equities in 2020 has begun to reverse course from the beginning of 2020 and has shown strong positive trajectory despite noticeable volatility.
For the twelve months ended August 31, 2020, the Free Market U.S. Equity Fund provided a total return of 1.00% at net asset value. This compares with a return of 6.79% over the same period for the Fund’s benchmark, the Russell 2500® Index.
As a result of the Free Market U.S. Equity Fund’s diversified investment approach, performance principally was determined by broad structural trends in equity markets, rather than the behavior of a limited number of stocks. Among the most important factors explaining differences in the performance of diversified equity funds, like the Free Market U.S. Equity Fund, are the size and value/growth characteristics of the underlying fund holdings. Size is measured by market capitalization and “value” classification is a function of stock price relative to one or more fundamental characteristics.
U.S. large company stocks performed better than U.S. small company stocks during the period. The Russell 2000® Index returned 6.02%, while the S&P 500® Index was up 21.94% for the twelve-month period ended August 31, 2020. Furthermore, for the same time-period, the Russell 2000® Value Index returned -6.14% and the Russell 1000® Value Index returned 0.84%.
In summary, U.S. large cap stocks performed better than small cap stocks and U.S. growth stocks outperformed U.S. value stocks. Factors that contributed to the Fund’s underperformance compared to its benchmark can largely be explained by its tilt toward small cap and value stocks, as well as the Fund’s limited exposure to real estate investment trusts.
Today’s environment underscores that markets are highly unpredictable over the short term. In other words, anything can happen, so we believe that a balanced, diversified, long-term approach is favored.
1
FREE MARKET FUNDS
Annual Investment Adviser’s Report (continued)
AUGUST 31, 2020 (Unaudited)
Free Market International Equity Fund
The global markets experienced a roller coaster ride during the twelve-month period ended August 31, 2020. 2019 ended with international equity markets faring better then U.S. markets, however over the entire 12 months, U.S. equity markets outpaced international equity markets. We also saw the emergence of the COVID-19 outbreak that has caused tremendous global human and economic hardship.
For the twelve months ended August 31, 2020, the Free Market International Equity Fund provided a total return of 0.81% at net asset value. This compares with a return of 5.96% over the same period for the Fund’s benchmark, the MSCI World (ex USA) Index, which captures large and mid -cap representation across 22 of 23 Developed Markets (DM) countries excluding the United States.
As a result of the Free Market International Equity Fund’s diversified investment approach, performance principally was determined by broad structural trends in global equity markets, rather than the behavior of a limited number of stocks. Among the most important factors explaining differences in the behavior of diversified international equity funds, like the Free Market International Equity Fund, are company size and company value/growth characteristics of the underlying fund holdings and broad exposure to emerging market equities.
International small company stocks fared better than international large company stocks. The MSCI EAFE Small Cap Index returned 10.66% for the twelve months ended August 31, 2020, while the MSCI EAFE Index returned 6.13% for the same period. Furthermore, for the same time period, the MSCI EAFE Value Index declined by -3.24%, while the MSCI EAFE Small Cap Value Index returned 0.20% and the MSCI Emerging Markets Index returned 14.49%.
In summary, factors that contributed to the Fund’s underperformance compared to its benchmark can largely be explained by its tilt toward small cap and value stocks.
Today’s environment underscores that markets are highly unpredictable over the short term. In other words, anything can happen, so we believe that a balanced, diversified, long-term approach is favored.
2
FREE MARKET FUNDS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2020 (Unaudited)
Free Market Fixed Income Fund
The U.S. economy experienced periods of volatility during the twelve months ended August 31, 2020. The COVID-19 outbreak has caused tremendous global human and economic hardship. Disruptions to economic activity have significantly affected financial conditions. In response, the U.S. Federal Reserve quickly lowered its policy rate to close to zero in order to support economic activity. The broad proxy for the U.S. bond market, the Bloomberg Barclays U.S. Aggregate Bond Index gained 6.47%, while the Bloomberg Barclays Global Aggregate Bond Index (hedged) returned 3.28% for the twelve-month period ended August 31, 2020. As a result of the decrease in interest rates, short-term bonds were outperformed by ones with longer maturities. The Bloomberg Barclays U.S. Government/Credit 1-3 Years Index returned 3.48% while the Morningstar Long-Term US Government Bond Index, which includes US Treasury and US Government Agency bonds with maturities of seven years or longer, returned 13.12%.
The Free Market Fixed Income Fund focuses on assets that invest in global high quality and shorter-term government and corporate fixed income assets. For the twelve-month period ended August 31, 2020, the Free Market Fixed Income Fund returned 2.90%. This compares with a return of 3.01% over the same period for the Fund’s benchmark, the FTSE World Government Bond 1-5 Year Currency Hedged U.S. Dollar Index.
The Free Market Fixed Income Fund performed as expected, and slightly underperformed its benchmark for the period. A contributing factor to the performance of the Fund compared to its benchmark was the Fund’s slightly lower exposure to certain global markets and exposure to shorter term maturities.
3
FREE MARKET FUNDS
Annual Investment Adviser’s Report (Continued)
AUGUST 31, 2020 (Unaudited)
The Russell 2500® Index consists of the smallest 2,500 companies in a group of 3,000 U.S. companies in the Russell 3000® Index, as ranked by market capitalization.
Russell 2000® Index: Measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.
Russell 2000® Value Index consists of the smallest 2,000 companies in a group of 3,000 U.S. companies in the Russell 3000® Index, as ranked by market capitalization, with relatively low price-to-book ratios and lower forecasted growth values.
The S&P 500® Index is a market-capitalization-weighted index that consists of the 500 largest U.S. publicly traded companies.
Russell 1000® Value Index consists of the largest 1,000 companies in a group of 3,000 U.S. companies in the Russell 3000® Index, as ranked by market capitalization, with relatively low price-to-book ratios and lower forecasted growth values.
The MSCI World (ex USA) Index captures large and mid-cap representation across 22 of 23 developed markets (DM) countries*--excluding the United States. With 985 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
MSCI EAFE Small Cap Index captures small cap representation across Developed Markets countries* around the world, excluding the US and Canada.
MSCI EAFE Small Cap Value Index captures small cap securities exhibiting overall value style characteristics across Developed Markets countries* around the world, excluding the U.S. and Canada.
MSCI EAFE Index captures large and mid -cap representation across 21 Developed Markets countries* around the world, excluding the US and Canada.
MSCI EAFE Value Index captures large and mid-cap securities exhibiting overall value style characteristics across Developed Markets countries* around the world, excluding the U.S. and Canada. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price and dividend yield.
MSCI Emerging Markets Index captures large and mid-cap representation across 26 Emerging Markets (EM) countries**.
Bloomberg Barclays U.S. Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market.
Bloomberg Barclays Global Aggregate Bond Index is a flagship measure of global investment grade debt from twenty-four local currency markets.
Bloomberg Barclays U.S. Government/Credit 1-3 Years Index measures the performance of investment grade, U.S. dollar-denominated, fixed-rate, taxable corporate and government-related debt with 1 to 2.9999 years to maturity.
Morningstar Long-Term US Government Bond Index includes US Treasury and US Government Agency bonds with maturities of seven years or longer.
FTSE World Government Bond 1-5 Year Currency Hedged U.S. Dollar Index is a broad index providing exposure to the global sovereign fixed income market. The index measures the performance of fixed-rate, local currency, investment-grade sovereign bonds. It comprises sovereign debt from over 20 countries, denominated in a variety of currencies. The index provides a broad benchmark for the global sovereign fixed income market. Sub-indexes are available in any combination of currency, maturity, or rating.
* Developed Markets countries include: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the UK.
4
FREE MARKET FUNDS
Annual Investment Adviser’s Report (Concluded)
AUGUST 31, 2020 (Unaudited)
** EM countries include: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.
One cannot invest directly in an index.
Growth stocks typically are more volatile than value stocks; however, value stocks have a lower expected growth rate in earnings and sales.
Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice.
Must be preceded or accompanied by a prospectus.
Mutual fund investing involves risk. Principal loss is possible. Diversification does not assure a profit nor protect against loss in a declining market. Investing in micro-cap or small cap companies involve additional risks such as limited liquidity and greater volatility than large companies. Investing in foreign securities involves greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater in emerging markets. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities.
Shares of the Funds are distributed by Quasar Distributors, LLC.
5
FREE MARKET FUNDS
PERFORMANCE DATA
August 31, 2020 (Unaudited)
Free Market U.S. Equity Fund
Comparison of Change in Value of $10,000 Investment in
Free Market U.S. Equity Fund vs. Russell 2500® Index and Composite Index
The chart assumes a hypothetical $10,000 minimum initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is a professionally managed mutual fund while the Russell 2500® Index and Composite Index are unmanaged, do not incur sales charges and/or expenses and are not available for investment.
Average Annual Total Returns for the Periods Ended August 31, 2020 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market U.S. Equity Fund | 0.32% | 5.67% | 10.60% | 7.19%(1) |
Russell 2500® Index | 6.79% | 8.54% | 12.31% | 8.11% |
Composite Index(2) | 6.58% | 8.79% | 11.17% | 7.13% |
(1) | The Fund commenced operations on December 31, 2007. |
(2) | The Composite Index is comprised of the S&P 500® Index, Russell 1000® Value Index, Russell 2000® Index and Russell 2000® Value Index, each weighted 25%, 25%, 25% and 25%, respectively. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Fund’s annual operating expense ratio, as stated in the current prospectus dated February 28, 2020, is 0.85% (included in the ratio is 0.30% attributable to acquired fund fees and expenses).
The Fund’s aggregate total return since inception is based on an increase in net asset value from $10.00 per share on December 31, 2007 (commencement of operations) to $16.06 per share on August 31, 2020.
Portfolio composition is subject to change.
The Free Market U.S. Equity Fund’s underlying funds invest in small-cap and micro-cap stocks, large-cap stocks and other equity securities. In addition to the ordinary risks of equity investing, small companies entail special risk. Small companies tend to have more risk than large companies. An investor in the Fund will incur the expenses of the underlying funds in addition to the Fund’s expenses. The foregoing is not intended to be a complete discussion of all risks associated with the investment strategies of the Fund.
6
FREE MARKET FUNDS
PERFORMANCE DATA (Continued)
August 31, 2020 (Unaudited)
Free Market International Equity Fund
Comparison of Change in Value of $10,000 Investment in
Free Market International Equity Fund vs. MSCI World (excluding U.S.) Index and Composite Index
The chart assumes a hypothetical $10,000 minimum initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is a professionally managed mutual fund while the MSCI World (excluding U.S.) Index and Composite Index are unmanaged, do not incur sales charges and/or expenses and are not available for investment.
Average Annual Total Returns for the Periods Ended August 31, 2020 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market International Equity Fund | 0.30% | 2.48% | 4.35% | 1.85%(1) |
MSCI World (excluding U.S.) Index | 5.96% | 4.83% | 5.63% | 1.52% |
Composite Index(2) | 7.71% | 5.55% | 5.75% | 2.06% |
(1) | The Fund commenced operations on December 31, 2007. |
(2) | The Composite Index is comprised of the MSCI EAFE Index, MSCI EAFE Value Index, MSCI EAFE Small Company Index and MSCI Emerging Markets Free Index, each weighted 25%, 25%, 25% and 25%, respectively. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Fund’s annual operating expense ratio, as stated in the current prospectus dated February 28, 2020, is 1.01% (included in the ratio is 0.43% attributable to acquired fund fees and expenses).
The Fund’s aggregate total return since inception is based on a decrease in net asset value from $10.00 per share on December 31, 2007 (commencement of operations) to $8.89 per share on August 31, 2020.
Portfolio composition is subject to change.
The Free Market International Equity Fund’s underlying funds invest in common stock, preferred stock, securities convertible into stocks and other equity securities issued by foreign companies. In addition to the ordinary risks of equity investing, foreign and small companies entail special risk. The return on foreign equities may be adversely affected by currency fluctuations. Emerging markets may be subject to social instability and lack of market liquidity. Small companies tend to have more risk than large companies. An investor in the Fund will incur the expenses of the underlying funds in addition to the Fund’s expenses. The foregoing is not intended to be a complete discussion of all risks associated with the investment strategies of the Fund.
7
FREE MARKET FUNDS
PERFORMANCE DATA (CONCLUDED)
August 31, 2020 (Unaudited)
Free Market Fixed Income Fund
Comparison of Change in Value of $10,000 Investment in
Free Market Fixed Income Fund vs. FTSE World Government Bond Index 1-5 Years and Composite Index
The chart assumes a hypothetical $10,000 minimum initial investment in the Fund made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is a professionally managed mutual fund while the FTSE World Government Bond Index 1-5 Years and Composite Index are unmanaged, do not incur sales charges and/or expenses and are not available for investment.
Average Annual Total Returns for the Periods Ended August 31, 2020 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market Fixed Income Fund | 2.98% | 2.06% | 1.44% | 1.86%(1) |
FTSE World Government Bond Index 1-5 Years | 3.01% | 2.35% | 1.88% | 2.38% |
Composite Index(2) | 4.49% | 2.80% | 2.18% | 2.69% |
(1) | The Fund commenced operations on December 31, 2007. |
(2) | The Composite Index is comprised of the Three-Month Treasury Bill Index, Bloomberg Barclays Intermediate Government/Credit Bond Index, ICE BofA Merrill Lynch 1-3 Year US Government/Corporate Index and Bloomberg Barclays U.S. Capital Aggregate Bond Index, each weighted 25%, 25%, 25% and 25%, respectively. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Fund’s annual operating expense ratio, as stated in the current prospectus dated February 28, 2020, is 0.67% (included in the ratio is 0.12% attributable to acquired fund fees and expenses).
The Fund’s aggregate total return since inception is based on an increase in net asset value from $10.00 per share on December 31, 2007 (commencement of operations) to $10.61 per share on August 31, 2020.
Portfolio composition is subject to change.
The Free Market Fixed Income Fund’s underlying funds invest in fixed income securities. The underlying funds may invest their assets in bonds and other debt securities issued by domestic and foreign governments and companies. Debt instruments involve the risk that their prices will fall when interest rates rise, and they are subject to the risk that the borrower may default. In addition, the return on foreign debt securities may be adversely affected by currency fluctuations. An investor in the Fund will incur expenses of the underlying funds in addition to the Fund’s expenses. The foregoing is not intended to be a complete discussion of all risks associated with the investment strategies of the Fund.
8
FREE MARKET FUNDS
Fund Expense Examples
August 31, 2020 (Unaudited)
As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020, and held for the entire period.
Actual Expenses
The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, 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 first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical EXAMPLES for Comparison Purposes
The second section of the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
The expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second section of the accompanying 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.
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid during period* | Annualized Expense Ratio* | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Free Market U.S. Equity Fund | $ 1,000.00 | $ 1,032.10 | $ 2.91 | 0.57% | 3.21% |
Free Market International Equity Fund | 1,000.00 | 1,014.80 | 3.04 | 0.60% | 1.48% |
Free Market Fixed Income Fund | 1,000.00 | 1,013.00 | 2.88 | 0.57% | 1.30% |
9
FREE MARKET FUNDS
Fund Expense Examples (CONCLUDED)
August 31, 2020 (Unaudited)
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid during period* | Annualized Expense Ratio* | Actual Six-Month Total Investment Return for the Fund |
Hypothetical (5% return before expenses) | | | | | |
Free Market U.S. Equity Fund | $ 1,000.00 | $ 1,022.27 | $ 2.90 | 0.57% | N/A |
Free Market International Equity Fund | 1,000.00 | 1,022.12 | 3.05 | 0.60% | N/A |
Free Market Fixed Income Fund | 1,000.00 | 1,022.27 | 2.90 | 0.57% | N/A |
* | Expenses are equal to each Fund’s annualized six-month expense ratio for the period March 1, 2020 to August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. The annualized expense ratios do not reflect fees and expenses associated with the underlying funds. If such fees and expenses had been included, the expenses would have been higher. Each Fund’s ending account values in the first section in the table is based on the actual six-month total investment return for each Fund for the period March 1, 2020 through August 31, 2020. The range of weighted expense ratios of the underlying funds held by the Funds, as stated in the underlying funds’ current prospectuses, were as follows: |
FUNDS | RANGE OF WEIGHTED EXPENSE RATIOS |
Free Market U.S. Equity Fund | 0.00% - 0.13% |
Free Market International Equity Fund | 0.00% - 0.26% |
Free Market Fixed income Fund | 0.00% - 0.04% |
10
FREE MARKET FUNDS
FREE MARKET U.S. EQUITY FUND
Portfolio of Investments
August 31, 2020
| | NUMBER OF SHARES | | | VALUE | |
DOMESTIC EQUITY FUNDS — 99.5% | | | | |
iShares Core S&P 500 ETF | | | 198,150 | | | $ | 69,505,075 | |
iShares MSCI USA Value Factor ETF | | | 1,645,717 | | | | 124,827,634 | |
U.S. Large Cap Value Portfolio III (a) | | | 26,454,785 | | | | 584,386,196 | |
U.S. Large Cap Value Series (b) | | | 2,825,615 | | | | 134,103,710 | |
U.S. Large Company Portfolio (a) | | | 13,687,092 | | | | 368,319,641 | |
U.S. Micro Cap Portfolio (c) | | | 22,990,391 | | | | 424,632,517 | |
U.S. Small Cap Portfolio (c) | | | 13,596,047 | | | | 426,643,939 | |
U.S. Small Cap Value Portfolio (c) | | | 24,825,116 | | | | 690,882,988 | |
TOTAL DOMESTIC EQUITY FUNDS | | | | |
(Cost $2,304,394,982) | | | | | | | 2,823,301,700 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 2.2% | | | | |
STIT-Government & Agency Portfolio, 0.03%* | | | 63,281,366 | | | | 63,281,366 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $63,281,366) | | | | | | | 63,281,366 | |
TOTAL INVESTMENTS — 101.7% | | | | |
(Cost $2,367,676,348) | | | | | | | 2,886,583,066 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (1.7)% | | | | | | | (47,245,604 | ) |
NET ASSETS — 100.0% | | | | | | $ | 2,839,337,462 | |
Portfolio Holdings Summary Table
| | % OF NET ASSETS | | | VALUE | |
Domestic Equity Funds | | | 99.5 | % | | $ | 2,823,301,700 | |
Short-Term Investments | | | 2.2 | | | | 63,281,366 | |
Liabilities In Excess Of Other Assets | | | (1.7 | ) | | | (47,245,604 | ) |
NET ASSETS | | | 100.0 | % | | $ | 2,839,337,462 | |
* | Seven-day yield as of August 31, 2020. |
(a) | A portfolio of Dimensional Investment Group Inc. |
(b) | A portfolio of DFA Investment Trust Company. |
(c) | A portfolio of DFA Investment Dimensions Group Inc. |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
11
FREE MARKET FUNDS
FREE MARKET INTERNATIONAL EQUITY FUND
Portfolio of Investments
August 31, 2020
| | NUMBER OF SHARES/ BENEFICIAL INTEREST | | | VALUE | |
INTERNATIONAL EQUITY FUNDS — 99.9% | | | | |
Canadian Small Company Series (a) | | | 2,347,354 | | | $ | 27,116,400 | |
DFA International Small Cap Value Portfolio (b) | | | 51,984,220 | | | | 866,057,101 | |
DFA International Value Portfolio III (c) | | | 29,532,359 | | | | 369,745,133 | |
DFA International Value Series (a) | | | 13,166,610 | | | | 271,758,824 | |
Emerging Markets Small Cap Portfolio (b) | | | 5,210,065 | | | | 103,888,693 | |
Emerging Markets Value Portfolio, Class Institutional (b) | | | 4,175,217 | | | | 103,253,114 | |
iShares Core MSCI EAFE ETF | | | 1,756,113 | | | | 107,878,022 | |
iShares Core MSCI Emerging Markets ETF | | | 2,127,159 | | | | 113,377,575 | |
iShares MSCI EAFE Small-Cap ETF | | | 3,199,699 | | | | 189,134,208 | |
TOTAL INTERNATIONAL EQUITY FUNDS | | | | |
(Cost $2,276,401,385) | | | | | | | 2,152,209,070 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.1% | | | | |
STIT-Government & Agency Portfolio, 0.03%* | | | 1,111,430 | | | | 1,111,430 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $1,111,430) | | | | | | | 1,111,430 | |
TOTAL INVESTMENTS — 100.0% | | | | |
(Cost $2,277,512,815) | | | | | | | 2,153,320,500 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.0% | | | | | | | 334,468 | |
NET ASSETS — 100.0% | | | | | | $ | 2,153,654,968 | |
Portfolio Holdings Summary Table
| | % OF NET ASSETS | | | VALUE | |
International Equity Funds | | | 99.9 | % | | $ | 2,152,209,070 | |
Short-Term Investments | | | 0.1 | | | | 1,111,430 | |
Other Assets In Excess Of Liabilities | | | 0.0 | | | | 334,468 | |
NET ASSETS | | | 100.0 | % | | $ | 2,153,654,968 | |
* | Seven-day yield as of August 31, 2020. |
(a) | A portfolio of DFA Investment Trust Company. |
(b) | A portfolio of DFA Investment Dimensions Group Inc. |
(c) | A portfolio of Dimensional Investment Group Inc. |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
12
FREE MARKET FUNDS
FREE MARKET FIXED INCOME FUND
Portfolio of Investments
August 31, 2020
| | NUMBER OF SHARES | | | VALUE | |
FIXED INCOME FUNDS — 99.5% | | | | |
DFA One-Year Fixed Income Portfolio (a) | | | 32,464,668 | | | $ | 334,386,080 | |
DFA Two-Year Global Fixed Income Portfolio (a) | | | 57,734,035 | | | | 576,763,007 | |
iShares 1-3 Year Treasury Bond ETF | | | 1,065,286 | | | | 92,211,156 | |
iShares 3-7 Year Treasury Bond ETF | | | 1,035,266 | | | | 138,301,185 | |
iShares Core International Aggregate Bond ETF | | | 6,207,964 | | | | 344,169,524 | |
iShares Intermediate-Term Corporate Bond ETF | | | 2,264,454 | | | | 138,494,007 | |
iShares Short-Term Corporate Bond ETF | | | 10,057,543 | | | | 554,070,044 | |
iShares TIPS Bond ETF | | | 923,676 | | | | 117,288,379 | |
TOTAL FIXED INCOME FUNDS | | | | |
(Cost $2,232,073,596) | | | | | | | 2,295,683,382 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.5% | | | | |
STIT-Government & Agency Portfolio, 0.03%* | | | 12,326,688 | | | | 12,326,688 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $12,326,688) | | | | | | | 12,326,688 | |
TOTAL INVESTMENTS — 100.0% | | | | |
(Cost $2,244,400,284) | | | | | | | 2,308,010,070 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (101,135 | ) |
NET ASSETS — 100.0% | | | | | | $ | 2,307,908,935 | |
Portfolio Holdings Summary Table
| | % OF NET ASSETS | | | VALUE | |
Fixed Income Funds | | | 99.5 | % | | $ | 2,295,683,382 | |
Short-Term Investments | | | 0.5 | | | | 12,326,688 | |
Liabilities In Excess Of Other Assets | | | 0.0 | | | | (101,135 | ) |
NET ASSETS | | | 100.0 | % | | $ | 2,307,908,935 | |
* | Seven-day yield as of August 31, 2020. |
(a) | A portfolio of DFA Investment Dimensions Group Inc. |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
13
FREE MARKET FUNDS
Statements of Assets and Liabilities
August 31, 2020
| | Free Market U.S. Equity Fund | | | Free Market International Equity Fund | | | Free Market Fixed Income Fund | |
ASSETS | | | | | | | | | | | | |
Investments in non-affiliated funds, at value (cost $2,304,394,982, $2,276,401,385 and $2,232,073,596, respectively) | | $ | 2,823,301,700 | | | $ | 2,152,209,070 | | | $ | 2,295,683,382 | |
Short-term investments, at value (cost $63,281,366, $1,111,430 and $12,326,688, respectively) | | | 63,281,366 | | | | 1,111,430 | | | | 12,326,688 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | 1,824,134 | | | | 1,394,558 | | | | 2,698,687 | |
Investments sold | | | — | | | | 2,000,000 | | | | — | |
Prepaid expenses and other assets | | | 83,219 | | | | 53,384 | | | | 67,734 | |
Total assets | | | 2,888,490,419 | | | | 2,156,768,442 | | | | 2,310,776,491 | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Investments purchased | | | 45,000,467 | | | | — | | | | — | |
Capital shares redeemed | | | 2,574,948 | | | | 1,748,467 | | | | 1,580,361 | |
Advisory fees | | | 1,181,566 | | | | 890,248 | | | | 965,291 | |
Administration and accounting fees | | | 234,294 | | | | 173,812 | | | | 185,943 | |
Transfer agent fees | | | 20,089 | | | | 14,529 | | | | 15,911 | |
Other accrued expenses and liabilities | | | 141,593 | | | | 286,418 | | | | 120,050 | |
Total liabilities | | | 49,152,957 | | | | 3,113,474 | | | | 2,867,556 | |
Net assets | | $ | 2,839,337,462 | | | $ | 2,153,654,968 | | | $ | 2,307,908,935 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 176,798 | | | $ | 242,128 | | | $ | 217,528 | |
Paid-in capital | | | 2,290,147,514 | | | | 2,222,472,039 | | | | 2,236,316,455 | |
Total distributable earnings/(loss) | | | 549,013,150 | | | | 69,059,199 | | | | 71,374,952 | |
Net assets | | $ | 2,839,337,462 | | | $ | 2,153,654,968 | | | $ | 2,307,908,935 | |
| | | | | | | | | | | | |
CAPITAL SHARES: | | | | | | | | | | | | |
Net assets | | $ | 2,839,337,462 | | | $ | 2,153,654,968 | | | $ | 2,307,908,935 | |
Shares outstanding ($0.001 par value, 700,000,000 shares authorized) | | | 176,797,860 | | | | 242,127,631 | | | | 217,527,711 | |
Net asset value, offering and redemption price per share | | $ | 16.06 | | | $ | 8.89 | | | $ | 10.61 | |
The accompanying notes are an integral part of the financial statements.
14
FREE MARKET FUNDS
Statements of Operations
FOR THE Year ENDED August 31, 2020
| | Free Market U.S. Equity Fund | | | Free Market International Equity Fund | | | Free Market Fixed Income Fund | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends from non-affiliated funds | | $ | 45,279,404 | | | $ | 57,483,287 | | | $ | 49,499,411 | |
Total investment income | | | 45,279,404 | | | | 57,483,287 | | | | 49,499,411 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 13,865,320 | | | | 10,460,528 | | | | 12,510,840 | |
Administration and accounting fees (Note 2) | | | 791,885 | | | | 597,234 | | | | 698,496 | |
Director fees | | | 230,417 | | | | 181,920 | | | | 214,090 | |
Legal fees | | | 195,371 | | | | 134,923 | | | | 176,504 | |
Officer fees | | | 194,848 | | | | 145,729 | | | | 170,908 | |
Transfer agent fees (Note 2) | | | 119,889 | | | | 95,847 | | | | 108,365 | |
Printing and shareholder reporting fees | | | 96,382 | | | | 92,677 | | | | 86,728 | |
Custodian fees (Note 2) | | | 80,417 | | | | 61,852 | | | | 68,376 | |
Registration and filing fees | | | 41,445 | | | | 39,616 | | | | 38,552 | |
Audit and tax service fees | | | 32,215 | | | | 31,053 | | | | 32,786 | |
Other expenses | | | 145,199 | | | | 525,097 | | | | 125,265 | |
Total expenses | | | 15,793,388 | | | | 12,366,476 | | | | 14,230,910 | |
Net investment income/(loss) | | | 29,486,016 | | | | 45,116,811 | | | | 35,268,501 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Non-affiliated funds | | | (26,403,611 | ) | | | 29,590,050 | | | | 12,487,319 | |
Capital gain distributions from non-affiliated fund investments | | | 60,717,295 | | | | 14,938,775 | | | | 135,535 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Non-affiliated funds | | | (27,260,145 | ) | | | (63,417,824 | ) | | | 20,505,178 | |
Net realized and unrealized gain/(loss) on investments | | | 7,053,539 | | | | (18,888,999 | ) | | | 33,128,032 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 36,539,555 | | | $ | 26,227,812 | | | $ | 68,396,533 | |
The accompanying notes are an integral part of the financial statements.
15
FREE MARKET U.S. EQUITY FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 29,486,016 | | | $ | 29,261,353 | |
Net realized gain/(loss) from investments | | | 34,313,684 | | | | 143,590,988 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (27,260,145 | ) | | | (581,363,813 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 36,539,555 | | | | (408,511,472 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (169,412,819 | ) | | | (152,180,367 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (169,412,819 | ) | | | (152,180,367 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 545,707,591 | | | | 493,291,119 | |
Reinvestment of distributions | | | 169,205,765 | | | | 152,020,397 | |
Shares redeemed | | | (641,720,675 | ) | | | (599,160,819 | ) |
Net increase/(decrease) in net assets from capital shares | | | 73,192,681 | | | | 46,150,697 | |
Total increase/(decrease) in net assets | | | (59,680,583 | ) | | | (514,541,142 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,899,018,045 | | | | 3,413,559,187 | |
End of period | | $ | 2,839,337,462 | | | $ | 2,899,018,045 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 36,797,183 | | | | 27,816,897 | |
Dividends and distributions reinvested | | | 9,343,223 | | | | 9,871,455 | |
Shares redeemed | | | (40,900,928 | ) | | | (33,724,694 | ) |
Net increase/(decrease) in shares outstanding | | | 5,239,478 | | | | 3,963,658 | |
The accompanying notes are an integral part of the financial statements.
16
FREE MARKET INTERNATIONAL EQUITY FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 45,116,811 | | | $ | 49,094,485 | |
Net realized gain/(loss) from investments | | | 44,528,825 | | | | 32,242,075 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (63,417,824 | ) | | | (358,297,896 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 26,227,812 | | | | (276,961,336 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (60,103,777 | ) | | | (79,655,266 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (60,103,777 | ) | | | (79,655,266 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 430,793,091 | | | | 485,774,033 | |
Reinvestment of distributions | | | 60,073,300 | | | | 79,625,037 | |
Shares redeemed | | | (458,243,187 | ) | | | (366,737,622 | ) |
Net increase/(decrease) in net assets from capital shares | | | 32,623,204 | | | | 198,661,448 | |
Total increase/(decrease) in net assets | | | (1,252,761 | ) | | | (157,955,154 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,154,907,729 | | | | 2,312,862,883 | |
End of period | | $ | 2,153,654,968 | | | $ | 2,154,907,729 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 52,513,619 | | | | 50,409,472 | |
Dividends and distributions reinvested | | | 5,947,851 | | | | 9,173,392 | |
Shares redeemed | | | (53,365,026 | ) | | | (38,353,563 | ) |
Net increase/(decrease) in shares outstanding | | | 5,096,444 | | | | 21,229,301 | |
The accompanying notes are an integral part of the financial statements.
17
FREE MARKET FIXED INCOME FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 35,268,501 | | | $ | 73,677,897 | |
Net realized gain/(loss) from investments | | | 12,622,854 | | | | (4,010,184 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 20,505,178 | | | | 70,689,707 | |
Net increase/(decrease) in net assets resulting from operations | | | 68,396,533 | | | | 140,357,420 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (41,833,397 | ) | | | (71,911,632 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (41,833,397 | ) | | | (71,911,632 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 403,565,489 | | | | 444,155,401 | |
Reinvestment of distributions | | | 41,824,622 | | | | 71,902,811 | |
Shares redeemed | | | (912,637,509 | ) | | | (703,532,146 | ) |
Net increase/(decrease) in net assets from capital shares | | | (467,247,398 | ) | | | (187,473,934 | ) |
Total increase/(decrease) in net assets | | | (440,684,262 | ) | | | (119,028,146 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,748,593,197 | | | | 2,867,621,343 | |
End of period | | $ | 2,307,908,935 | | | $ | 2,748,593,197 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 38,541,527 | | | | 43,458,650 | |
Dividends and distributions reinvested | | | 4,021,935 | | | | 7,147,651 | |
Shares redeemed | | | (87,441,618 | ) | | | (68,815,440 | ) |
Net increase/(decrease) in shares outstanding | | | (44,878,156 | ) | | | (18,209,139 | ) |
The accompanying notes are an integral part of the financial statements.
18
FREE MARKET FUNDS
FREE MARKET U.S. EQUITY FUND
Financial Highlights
Contained below is per share operating performance data for each share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Year Ended August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 16.90 | | | $ | 20.37 | | | $ | 17.60 | | | $ | 16.18 | | | $ | 16.08 | |
Net investment income/(loss)(1) | | | 0.17 | | | | 0.17 | | | | 0.15 | | | | 0.12 | | | | 0.18 | |
Net realized and unrealized gain/(loss) on investments | | | — | (2) | | | (2.73 | ) | | | 3.34 | | | | 2.13 | | | | 1.18 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.17 | | | | (2.56 | ) | | | 3.49 | | | | 2.25 | | | | 1.36 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.16 | ) | | | (0.15 | ) | | | (0.20 | ) | | | (0.15 | ) | | | (0.15 | ) |
Net realized capital gains | | | (0.85 | ) | | | (0.76 | ) | | | (0.52 | ) | | | (0.68 | ) | | | (1.11 | ) |
Total dividends and distributions to shareholders | | | (1.01 | ) | | | (0.91 | ) | | | (0.72 | ) | | | (0.83 | ) | | | (1.26 | ) |
Net asset value, end of period | | $ | 16.06 | | | $ | 16.90 | | | $ | 20.37 | | | $ | 17.60 | | | $ | 16.18 | |
Total investment return/(loss)(3) | | | 0.32 | % | | | (12.09 | )% | | | 20.11 | % | | | 13.97 | % | | | 9.10 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,839,337 | | | $ | 2,899,018 | | | $ | 3,413,559 | | | $ | 2,724,995 | | | $ | 2,303,041 | |
Ratio of expenses to average net assets(4) | | | 0.56 | % | | | 0.55 | % | | | 0.55 | % | | | 0.56 | % | | | 0.59 | % |
Ratio of net investment income/(loss) to average net assets(3) | | | 1.05 | % | | | 0.96 | % | | | 0.76 | % | | | 0.72 | % | | | 1.15 | % |
Portfolio turnover rate | | | 14 | % | | | 7 | % | | | 2 | % | | | 5 | % | | | 1 | % |
(1) | The selected per share data is calculated using the average shares outstanding method for the period. |
(2) | Amount less than $(0.005) per share. |
(3) | Total investment return/(loss) is calculated by assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(4) | The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. |
19
The accompanying notes are an integral part of the financial statements.
FREE MARKET FUNDS
FREE MARKET INTERNATIONAL EQUITY FUND
Financial Highlights
Contained below is per share operating performance data for each share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Year Ended August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.09 | | | $ | 10.72 | | | $ | 10.97 | | | $ | 9.24 | | | $ | 9.28 | |
Net investment income/(loss)(1) | | | 0.19 | | | | 0.21 | | | | 0.22 | | | | 0.14 | | | | 0.23 | |
Net realized and unrealized gain/(loss) on investments | | | (0.13 | ) | | | (1.47 | ) | | �� | (0.10 | ) | | | 1.89 | | | | 0.05 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.06 | | | | (1.26 | ) | | | 0.12 | | | | 2.03 | | | | 0.28 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.14 | ) | | | (0.18 | ) | | | (0.26 | ) | | | (0.19 | ) | | | (0.16 | ) |
Net realized capital gains | | | (0.12 | ) | | | (0.19 | ) | | | (0.11 | ) | | | (0.11 | ) | | | (0.16 | ) |
Total dividends and distributions to shareholders | | | (0.26 | ) | | | (0.37 | ) | | | (0.37 | ) | | | (0.30 | ) | | | (0.32 | ) |
Net asset value, end of period | | $ | 8.89 | | | $ | 9.09 | | | $ | 10.72 | | | $ | 10.97 | | | $ | 9.24 | |
Total investment return/(loss)(2) | | | 0.30 | % | | | (11.66 | )% | | | 0.98 | % | | | 22.50 | % | | | 3.13 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,153,655 | | | $ | 2,154,908 | | | $ | 2,312,863 | | | $ | 2,190,068 | | | $ | 1,672,452 | |
Ratio of expenses to average net assets(3) | | | 0.58 | % | | | 0.58 | % | | | 0.57 | % | | | 0.58 | % | | | 0.63 | % |
Ratio of net investment income/(loss) to average net assets(3) | | | 2.13 | % | | | 2.22 | % | | | 1.93 | % | | | 1.42 | % | | | 2.60 | % |
Portfolio turnover rate | | | 28 | % | | | 4 | % | | | 3 | % | | | 2 | % | | | 1 | % |
(1) | The selected per share data is calculated using the average shares outstanding method for the period. |
(2) | Total investment return/(loss) is calculated by assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(3) | The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. |
20
The accompanying notes are an integral part of the financial statements.
FREE MARKET FUNDS
FREE MARKET FIXED INCOME FUND
Financial Highlights
Contained below is per share operating performance data for each share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Year Ended August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 10.47 | | | $ | 10.22 | | | $ | 10.36 | | | $ | 10.43 | | | $ | 10.25 | |
Net investment income/(loss)(1) | | | 0.15 | | | | 0.27 | | | | 0.10 | | | | 0.10 | | | | 0.06 | |
Net realized and unrealized gain/(loss) on investments | | | 0.16 | | | | 0.24 | | | | (0.14 | ) | | | (0.06 | ) | | | 0.17 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.31 | | | | 0.51 | | | | (0.04 | ) | | | 0.04 | | | | 0.23 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.17 | ) | | | (0.26 | ) | | | (0.09 | ) | | | (0.11 | ) | | | (0.03 | ) |
Net realized capital gains | | | — | | | | — | (2) | | | (0.01 | ) | | | — | | | | (0.02 | ) |
Total dividends and distributions to shareholders | | | (0.17 | ) | | | (0.26 | ) | | | (0.10 | ) | | | (0.11 | ) | | | (0.05 | ) |
Net asset value, end of period | | $ | 10.61 | | | $ | 10.47 | | | $ | 10.22 | | | $ | 10.36 | | | $ | 10.43 | |
Total investment return/(loss)(3) | | | 2.98 | % | | | 5.11 | % | | | (0.35 | )% | | | 0.39 | % | | | 2.26 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,307,909 | | | $ | 2,748,593 | | | $ | 2,867,621 | | | $ | 2,503,032 | | | $ | 2,126,457 | |
Ratio of expenses to average net assets(4) | | | 0.56 | % | | | 0.55 | % | | | 0.55 | % | | | 0.56 | % | | | 0.59 | % |
Ratio of net investment income/(loss) to average net assets(4) | | | 1.39 | % | | | 2.62 | % | | | 1.02 | % | | | 0.94 | % | | | 0.54 | % |
Portfolio turnover rate | | | 46 | % | | | 3 | % | | | 0 | % | | | 0 | % | | | 31 | % |
(1) | The selected per share data is calculated using the average shares outstanding method for the period. |
(2) | Amount less than $(0.005) per share. |
(3) | Total investment return/(loss) is calculated by assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(4) | The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. |
21
The accompanying notes are an integral part of the financial statements.
FREE MARKET FUNDS
Notes to Financial Statements
August 31, 2020
1. | Organization and Significant Accounting Policies |
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Free Market U.S. Equity Fund, the Free Market International Equity Fund and the Free Market Fixed Income Fund (each a “Fund,” collectively the “Funds”). Each Fund operates as a “fund of funds” and commenced investment operations on December 31, 2007.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
Free Market U.S. Equity and Free Market International Equity’s investment objective is to seek long-term capital appreciation. Free Market Fixed Income’s investment objective is to seek total return (consisting of current income and capital appreciation).
The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies”.
The end of the reporting period for the Funds is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
Investment Company Securities – The Funds pursue their investment objectives by investing primarily in shares of registered, open-end investment companies and exchange-traded funds (“ETFs”) (collectively, “underlying funds”). When a Fund invests in underlying funds it will indirectly bear its proportionate share of any fees and expenses payable directly by the underlying fund. In connection with its investments in other investment companies, a Fund will incur higher expenses, many of which may be duplicative. Furthermore, because the Funds invest in shares of ETFs and underlying funds their performances are directly related to the ability of the ETFs and underlying funds to meet their respective investment objectives, as well as the allocation of each Fund’s assets among the ETFs and underlying funds. Accordingly, the Funds’ investment performance will be influenced by the investment strategies of and risks associated with the ETFs and underlying funds in direct proportion to the amount of assets the Funds allocate to the ETFs and underlying funds utilizing such strategies. As disclosed in the Portfolio of Investments, the Funds invest in a number of different underlying funds, including underlying funds that are portfolios of DFA Investment Dimensions Group Inc., and Dimensional Investment Group Inc. (collectively, “DFA Underlying Funds”) and iShares by BlackRock (“iShares Underlying Funds”). Information about DFA Underlying Funds and iShares Underlying Funds’ risks may be found in such DFA Underlying Funds and iShares Underlying Funds’ annual or semiannual report to shareholders, which can be found at us.dimensional.com and iShares.com, respectively. Additional information about derivatives related risks, if applicable, may also be found in each such DFA Underlying Fund or iShares Underlying Funds’ annual or semiannual report to shareholders. The annual and semiannual reports to shareholders for the underlying funds may also be found by visiting the SEC’s website at http://www.sec.gov.
PORTFOLIO VALUATION — Investments in the underlying funds are valued at each Fund’s net asset value (“NAV”) determined as of the close of business on the New York Stock Exchange (generally 4:00 p.m. Eastern time). Investments in Exchange-Traded Funds (“ETFs”) are valued at their last reported sale price. As required, some securities and assets may be valued at fair value as determined in good faith by the Company’s Board of Directors (the “Board”). Direct investments in fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market.
FAIR VALUE MEASUREMENTS — The inputs and valuation techniques used to measure the fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 — | Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 — | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
22
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2020
| ● Level 3 — | Prices are determined using significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Funds’ investments carried at fair value:
FREE MARKET U.S. EQUITY FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Domestic Equity Funds | | $ | 2,823,301,700 | | | $ | 2,689,197,990 | | | $ | — | | | $ | — | | | $ | 134,103,710 | |
Short-Term Investments | | | 63,281,366 | | | | 63,281,366 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 2,886,583,066 | | | $ | 2,752,479,356 | | | $ | — | | | $ | — | | | $ | 134,103,710 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
** | Please refer to the Portfolio of Investments for further details. |
FREE MARKET INTERNATIONAL EQUITY FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
International Equity Funds | | $ | 2,152,209,070 | | | $ | 1,853,333,846 | | | $ | — | | | $ | — | | | $ | 298,875,224 | |
Short-Term Investments | | | 1,111,430 | | | | 1,111,430 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 2,153,320,500 | | | $ | 1,854,445,276 | | | $ | — | | | $ | — | | | $ | 298,875,224 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
** | Please refer to the Portfolio of Investments for further details. |
FREE MARKET FIXED INCOME FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Fixed Income Funds | | $ | 2,295,683,382 | | | $ | 2,295,683,382 | | | $ | — | | | $ | — | | | $ | — | |
Short-Term Investments | | | 12,326,688 | | | | 12,326,688 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 2,308,010,070 | | | $ | 2,308,010,070 | | | $ | — | | | $ | — | | | $ | — | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
** | Please refer to the Portfolio of Investments for further details. |
23
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2020
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if a Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Funds had no Level 3 transfers.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Funds record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Each Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Funds. In addition to the net annual operating expenses that the Funds bear directly, the shareholders indirectly bear the Funds’ pro-rata expenses of the underlying mutual funds in which each Fund invests.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders recorded on the ex-dividend date for each Fund with the exception of the Free Market Fixed Income Fund which declares and pays quarterly dividends from net investment income. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
24
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2020
U.S. TAX STATUS — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
MARKET RISK — The value of a Fund’s shares will fluctuate as a result of the movement of the overall stock market or the value of the underlying fund held by a Fund, and you could lose money.
CORONAVIRUS (COVID-19) PANDEMIC — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
OTHER — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and, therefore, cannot be estimated; however, the Funds expect the risk of material loss for such claims is considered to be remote.
For additional information about the DFA Underlying Funds and iShares Underlying Funds’ valuation policies, refer to the DFA Underlying Funds and iShares Underlying Funds’ most recent annual or semiannual report which can be found at us.dimensional.com and iShares.com, respectively.
2. | Investment Adviser and Other Services |
Matson Money, Inc. (“Matson Money” or the “Adviser”), serves as the investment adviser to each Fund. Each Fund compensates the Adviser for its services at an annual rate based on each Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following tables.
AVERAGE DAILY NET ASSETS | | ADVISORY FEE | |
For the first $1 billion | | | 0.50 | % |
Over $1 billion to $3 billion | | | 0.49 | |
Over $3 billion to $5 billion | | | 0.48 | |
Over $5 billion | | | 0.47 | |
The Adviser has voluntarily agreed to waive advisory fees and/or reimburse expenses to the extent that total annual Fund operating expenses exceed the rates (“Expense Caps”) shown in the following table annually of each Fund’s average daily net assets. The Adviser may not recoup waived management fees or reimbursed expenses. The Adviser may discontinue these arrangements at any time.
FUND | | EXPENSE CAPS | |
Free Market U.S. Equity Fund | | | 1.13 | % |
Free Market International Equity Fund | | | 1.35 | |
Free Market Fixed Income Fund | | | 1.00 | |
25
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2020
During the current fiscal period, investment advisory fees accrued were as follows:
FUND | | ADVISORY FEES | |
Free Market U.S. Equity Fund | | $ | 13,865,320 | |
Free Market International Equity Fund | | | 10,460,528 | |
Free Market Fixed Income Fund | | | 12,510,840 | |
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Funds. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Funds’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Funds’ distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Funds’ distributor.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Statements of Operations.
3. | Director and Officer Compensation |
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Funds or the Company. For Director and Officer compensation amounts, please refer to the Statements of Operations.
4. | Purchases and Sales of Investment Securities |
During the current fiscal period, aggregate purchase and sales of investment securities (excluding short-term investments) of the Funds were as follows:
| | Purchases | | | Sales | |
Free Market U.S. Equity Fund | | $ | 387,491,831 | | | $ | 407,748,505 | |
Free Market International Equity Fund | | | 623,924,930 | | | | 595,600,168 | |
Free Market Fixed Income Fund | | | 1,167,349,485 | | | | 1,639,702,301 | |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. | Federal Income Tax Information |
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have
26
FREE MARKET FUNDS
Notes to Financial Statements (Continued)
August 31, 2020
determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by each Fund were as follows:
| | Federal Tax Cost | | | Unrealized Appreciation | | | Unrealized (Depreciation) | | | Net Unrealized Appreciation/ (Depreciation) | |
Free Market U.S. Equity Fund | | $ | 2,386,254,280 | | | $ | 602,809,298 | | | $ | (102,480,512 | ) | | $ | 500,328,786 | |
Free Market International Equity Fund | | | 2,292,749,017 | | | | 78,034,063 | | | | (217,462,580 | ) | | | (139,428,517 | ) |
Free Market Fixed Income Fund | | | 2,245,413,466 | | | | 65,740,340 | | | | (3,143,735 | ) | | | 62,596,605 | |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Permanent differences as of August 31, 2020, primarily attributable to redesignation of dividends paid and reclassifications of short-term capital gain distributions, were reclassified among the following accounts:
| | DISTRIBUTABLE EARNINGS/(LOSS) | | | Paid-In Capital | |
Free Market U.S. Equity Fund | | $ | (8,834,072 | ) | | $ | 8,834,072 | |
Free Market International Equity Fund | | | (13,149,845 | ) | | | 13,149,845 | |
Free Market Fixed Income Fund | | | (2,504,844 | ) | | | 2,504,844 | |
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
| | Undistributed Ordinary Income | | | Undistributed Long-Term Capital Gains | | | Capital Loss CarryForwards | | | NET Unrealized Appreciation/ (Depreciation) | |
Free Market U.S. Equity Fund | | $ | 12,089,320 | | | $ | 36,595,044 | | | $ | — | | | $ | 500,328,786 | |
Free Market International Equity Fund | | | 29,337,277 | | | | 41,032,041 | | | | — | | | | (139,428,517 | ) |
Free Market Fixed Income Fund | | | 2,705,300 | | | | 6,073,047 | | | | — | | | | 62,596,605 | |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes. Short-term and foreign currency gains, if applicable, are reported as ordinary income for federal income tax purposes.
The tax character of distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019, were as follows:
| | | Ordinary Income | | | Long-Term Gains | | | Total | |
Free Market U.S. Equity Fund | 2020 | | $ | 26,516,498 | | | $ | 142,896,321 | | | $ | 169,412,819 | |
| 2019 | | | 25,649,464 | | | | 126,530,903 | | | | 152,180,367 | |
Free Market International Equity Fund | 2020 | | | 32,785,339 | | | | 27,318,438 | | | | 60,103,777 | |
| 2019 | | | 39,266,954 | | | | 40,388,312 | | | | 79,655,266 | |
Free Market Fixed Income Fund | 2020 | | | 41,833,397 | | | | — | | | | 41,833,397 | |
| 2019 | | | 71,322,944 | | | | 588,688 | | | | 71,911,632 | |
27
FREE MARKET FUNDS
Notes to Financial Statements (Concluded)
August 31, 2020
Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
The Funds are permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses.
6. | NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES |
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Funds’ financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.
28
FREE MARKET FUNDS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of The RBB Fund, Inc. and Shareholders of Free Market U.S. Equity Fund, Free Market International Equity Fund and Free Market Fixed Income Fund
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Free Market U.S. Equity Fund, Free Market International Equity Fund and Free Market Fixed Income Fund (the “Funds”), three separately managed portfolios of The RBB Fund, Inc., as of August 31, 2020, the related statements of operations for the year ended August 31, 2020, the statements of changes in net assets for each of the two years in the period ended August 31, 2020, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of August 31, 2020, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended August 31, 2020 and each of the financial highlights for each of the five years in the period ended August 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinions
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks 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 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. Our procedures included confirmation of securities owned as of August 31, 2020 by correspondence with the custodian, transfer agent and broker; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.
Philadelphia, Pennsylvania
October 27, 2020
We have served as the auditor of one or more Matson Money, Inc. investment companies since 2008.
29
FREE MARKET FUNDS
SHAREHOLDER TAX INFORMATION
(UNAUDITED)
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2020 were as follows:
| | Ordinary Income | | | Long-Term Gains | | | Total | |
Free Market U.S. Equity Fund | | $ | 26,516,498 | | | $ | 142,896,321 | | | $ | 169,412,819 | |
Free Market International Equity Fund | | | 32,785,339 | | | | 27,318,438 | | | | 60,103,777 | |
Free Market Fixed Income Fund | | | 41,833,397 | | | | — | | | | 41,833,397 | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(c) are 0.00% for each Fund.
The percentage of total ordinary income dividends qualifying for the 15% dividend income tax rate is 100% for the Free Market U.S. Equity Fund and 78.08% for the Free Market International Equity Fund.
The percentage of total ordinary dividends qualifying for the corporate dividends received deduction is 100% for the Free Market U.S. Equity Fund.
The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 62.04% for the Free Market Fixed Income Fund. A total of 19.63% of the dividend distributed during the fiscal year was derived from U.S. Government securities, which is generally exempt from state income tax for the Free Market Fixed Income Fund.
Because each Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any. The Free Market International Equity Fund passed through foreign tax credits of $4,217,722 and earned $38,215,989 of gross foreign source income during the fiscal year.
In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.
30
FREE MARKET FUNDS
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling Free Market Funds at (866) 780-0357, ext. 3863 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Free Market Funds Approval of Investment Advisory Agreements
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between Matson Money and the Company (the “Investment Advisory Agreement”) on behalf of the Free Market U.S. Equity Fund, Free Market International Equity Fund and Free Market Fixed Income Fund (for this section only, each a “Fund” and collectively the “Funds”), at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Matson Money with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement between the Company and Matson Money with respect to the Funds, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Matson Money’s services provided to the Funds; (ii) descriptions of the experience and qualifications of Matson Money’s personnel providing those services; (iii) Matson Money’s investment philosophies and processes; (iv) Matson Money’s assets under management and client descriptions; (v) Matson Money’s current advisory fee arrangements with the Company and other similarly managed clients; (vi) Matson Money’s compliance procedures; (vii) Matson Money’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Funds; (viii) the extent to which economies of scale are relevant to the Funds; (ix) a report prepared by Broadridge/Lipper comparing each Fund’s management fees and total expense ratio to those of its respective Lipper Group and comparing the performance of each Fund to the performance of its respective Lipper Group; and (x) a report comparing the performance of each Fund to the performance of its primary and composite benchmarks.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Matson Money. The Directors concluded that Matson Money had substantial resources to provide services to the Funds and that Matson Money’s services had been acceptable.
The Directors also considered the investment performance of the Funds and Matson Money. Information on the Funds’ investment performance was provided for the since inception and for one, three-, five-, and ten-year periods, as applicable, and for the quarter ended March 31, 2020. The Directors considered the Funds’ investment performance in light of their investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Lipper Groups was acceptable.
31
FREE MARKET FUNDS
Other Information (Concluded)
(Unaudited)
In reaching this conclusion, the Directors observed that the Free Market U.S. Equity Fund had underperformed its benchmark for the year-to-date and one-, three-, five-, ten-year, and since inception periods ended March 31, 2020. The Directors also noted that the Free Market U.S. Equity Fund ranked in the 5th quintile in its Performance Group for the one-year, two-year, three-year, four-year and five-year periods ended December 31, 2019.
The Directors noted the Free Market International Equity Fund had underperformed its benchmark for the year-to-date and one-, three-, five-, ten-year periods, and slightly outperformed its since inception period, each ended March 31, 2020. The Directors also noted that the Free Market International Equity Fund ranked in the 4th quintile in its Performance Group for the four-year and five-year periods ended December 31, 2019.
Finally, the Directors noted the Free Market Fixed Income Fund had underperformed its benchmark for the year-to-date and one-, three-, five-, ten-year, and since inception periods ended March 31, 2020. The Directors also noted that the Free Market Fixed Income Fund ranked in the 5th quintile in its Performance Universe for the one-year, two-year, three-year, four-year and five-year periods ended December 31, 2019.
The Board also considered the advisory fee rates payable by the Funds under the Investment Advisory Agreement. In this regard, information on the fees paid by the Funds and the Funds’ total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms.
The Directors noted that the actual advisor fee and total expenses of the Free Market U.S. Equity Fund ranked in the 2nd quintile of the Fund’s Lipper Expense Group.
The Directors noted that the actual advisor fee of the Free Market International Equity Fund ranked in the 2nd quintile of the Fund’s Lipper Expense Group, and that the total expenses of the Fund ranked in the 1st quintile of its Lipper Expense Group.
The Directors noted that the actual advisor fee of the Free Market Fixed Income Fund
ranked in the 3rd quintile of the Fund’s Lipper Expense Group, and that the total expenses of the Fund ranked in the 2nd quintile of its Lipper Expense Group.
In addition, the Directors took note that Matson Money had voluntarily agreed to waive its advisory fee and reimburse expenses in order to limit total annual Fund operating expenses to 1.13%, 1.35% and 1.00% of the average daily net assets of the Free Market U.S. Equity Fund, Free Market International Equity Fund and Free Market Fixed Income Fund, respectively.
After reviewing the information regarding the Funds’ costs, profitability and economies of scale, and after considering Matson Money’s services, the Directors concluded that the investment advisory fees paid by the Funds were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one year period ending August 16, 2021.
32
FREE MARKET FUNDS
Liquidity Risk Management Program
(Unaudited)
The Company has adopted and implemented a Liquidity Risk Management Program (the “Company Program”) as required by rule 22e-4 under the Investment Company Act of 1940. In accordance with the Company Program, the “Adviser has adopted and implemented a liquidity risk management program (the “Adviser Program” and together with the Company Program, the “Programs”) on behalf of the Free Market Fixed Income Fund, Free Market U.S. Equity Fund, and Free Market International Equity Fund (each a “Fund” and together, the “Funds”). The Programs seek to assess, manage and review each Fund’s Liquidity Risk. “Liquidity Risk” is defined as the risk that a Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interest in the Fund.
The Board has appointed Vigilant Compliance, LLC (“Vigilant”) as the program administrator for the Company Program and the Adviser as the program administrator for the Company Program. The Adviser has delegated oversight of the Adviser Program to its Liquidity Risk Committee, whose process of monitoring and determining the liquidity of each Fund’s investments is supported by one or more third-party vendors.
At meetings held during the fiscal period, the Board and its Investment and Liquidity Risk Committee received and reviewed a written report (the “Report”) of Vigilant and the Adviser concerning the operation of the Programs for the period from December 1, 2018 to December 31, 2019 (the “Period”). The Report summarized the operation of the Programs and the information and factors considered by Vigilant and the Adviser in reviewing the adequacy and effectiveness of the implementation of the Programs with respect to each Fund. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of each Fund’s portfolio investments and the Adviser’s assessment that each Fund’s strategy remained appropriate for an open-end mutual fund; (ii) that each Fund held primarily highly liquid assets (investments that the Fund anticipates can be converted to cash within 3 business days or less in current market conditions without significantly changing their market value); (iii) that none of the Funds required the establishment of a highly liquid investment minimum and the methodology for that determination; (iv) confirmation that none of the Funds had breached the 15% maximum illiquid security threshold (investments that cannot be sold or disposed of in seven days or less in current market conditions without the sale of the investment significantly changing the market value of the investment) and the procedures for monitoring compliance with the limit; (v) that the processes, technologies and third-party vendors used to assess, manage, and/or periodically review each Fund’s Liquidity Risk functioned appropriately during the Period; and (vi) that the Programs operated adequately during the Period. The Report also indicated that there were no material changes made to the Programs during the Period.
Based on the review, the Report concluded that the Programs were being implemented effectively and reasonably designed to assess and manage Liquidity Risk in each Fund’s portfolio.
There can be no assurance that the Company Program or the Adviser Program will achieve its objectives under all circumstances in the future. Please refer to the Funds’ prospectus for more information regarding a Fund’s exposure to liquidity risk and other risks to which it may be subject.
33
FREE MARKET FUNDS
COMPANY MANAGEMENT
(UNAUDITED)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling 866-780-0357, ext. 3863.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
34
FREE MARKET FUNDS
COMPANY MANAGEMENT (CONTINUED)
(UNAUDITED)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman
Director | 2005 to present
1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman
Director | 2016 to present
1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President
Chief Compliance Officer | 2009 to present
2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
35
FREE MARKET FUNDS
COMPANY MANAGEMENT (CONTINUED)
(UNAUDITED)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
OFFICERS |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary
| 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
36
FREE MARKET FUNDS
COMPANY MANAGEMENT (CONCLUDED)
(UNAUDITED)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
37
FREE MARKET FUNDS
PRIVACY NOTICE
(UNAUDITED)
FACTS | WHAT DO THE FREE MARKET FUNDS DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Free Market Funds choose to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your information | Do the Free Market Funds share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | Yes | No |
For affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call (866) 780-0357 Ext. 3863 or go to www.MatsonMoney.com |
38
FREE MARKET FUNDS
PRIVACY NOTICE (CONCLUDED)
(UNAUDITED)
What we do | |
How does the Free Market Funds protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Free Market Funds collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes — information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include McGriff Video Productions and Matson Money, Inc. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Free Market Funds don’t share with nonaffiliates so they can market to you. The Funds may share information with nonaffiliates that perform marketing services on our behalf. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Free Market Funds may share your information with other financial institutions with whom we have joint marketing arrangements who may suggest additional fund services or other investment products which may be of interest to you. |
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Investment Adviser
Matson Money, Inc.
5955 Deerfield Blvd.
Mason, OH 45040
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E. Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1800
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
FMFI-AR20
MATSON MONEY U.S. EQUITY VI PORTFOLIO
MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO
MATSON MONEY FIXED INCOME VI PORTFOLIO
of
The RBB Fund, Inc.
Annual Report
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Portfolios’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Portfolios electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-866-780-0357 ext. 3863.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Portfolios, you can call 1-866-780-0357 ext. 3863 to inform the Portfolios that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all portfolios held in your account if you invest through your financial intermediary or all portfolios held with the portfolios complex if you invest directly with the Portfolios.
This report is submitted for the general information of the shareholders of the Portfolios. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Portfolios.
MATSON MONEY VI PORTFOLIOS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
Matson Money U.S. Equity VI Portfolio
The twelve-month period ended August 31, 2020 saw some periods of noticeable volatility in domestic equity markets. Common news stories over the past twelve months have included reports on threats of war between the U.S. and Iran, the impeachment trial of President Donald Trump, the global COVID-19 outbreak, the era’s second-highest unemployment rate in the U.S., and global protests. The performance of U.S. equities in 2020 has begun to reverse course from the beginning of 2020 and has shown strong positive trajectory despite noticeable volatility.
For the twelve months ended August 31, 2020, the Matson Money U.S. Equity VI Portfolio provided a total return of 0.62% at net asset value. This compares with a return of 6.79% over the same period for the Portfolio’s benchmark, the Russell 2500® Index.
As a result of the Matson Money U.S. Equity VI Portfolio’s diversified investment approach, performance principally was determined by broad structural trends in equity markets, rather than the behavior of a limited number of stocks. Among the most important factors explaining differences in the performance of diversified equity funds, like the Matson Money U.S. Equity VI Portfolio, are the size and value/growth characteristics of the underlying fund holdings. Size is measured by market capitalization and “value” classification is a function of stock price relative to one or more fundamental characteristics.
U.S. large company stocks performed better than U.S. small company stocks during the period. The Russell 2000® Index returned 6.02%, while the S&P 500® Index was up 21.94% for the twelve-month period ended August 31, 2020. Furthermore, for the same time-period, the Russell 2000® Value Index returned -6.14% and the Russell 1000® Value Index returned 0.84%.
In summary, U.S. large cap stocks performed better than small cap stocks and U.S. growth stocks outperformed U.S. value stocks. Factors that contributed to the Portfolio’s underperformance compared to its benchmark can largely be explained by its tilt toward small cap and value stocks, as well as the Portfolio’s limited exposure to real estate investment trusts.
Today’s environment underscores that markets are highly unpredictable over the short term. In other words, anything can happen, so we believe that a balanced, diversified, long-term approach is favored.
1
MATSON MONEY VI PORTFOLIOS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
Matson Money International Equity VI Portfolio
The global markets experienced a roller coaster ride during the twelve-month period ended August 31, 2020. 2019 ended with international equity markets faring better then U.S. markets, however over the entire 12 months, U.S. equity markets outpaced international equity markets. We also saw the emergence of the COVID-19 outbreak that has caused tremendous global human and economic hardship.
For the twelve months ended August 31, 2020, the Matson Money International Equity VI Portfolio provided a total return of 0.60% at net asset value. This compares with a return of 5.96% over the same period for the Portfolio’s benchmark, the MSCI World (ex USA) Index, which captures large and mid -cap representation across 22 of 23 Developed Markets (DM) countries excluding the United States.
As a result of the Matson Money International Equity VI Portfolio’s diversified investment approach, performance principally was determined by broad structural trends in global equity markets, rather than the behavior of a limited number of stocks. Among the most important factors explaining differences in the behavior of diversified international equity funds, like the Matson Money International Equity VI Portfolio, are company size and company value/growth characteristics of the underlying fund holdings and broad exposure to emerging market equities.
International small company stocks fared better than international large company stocks. The MSCI EAFE Small Cap Index returned 10.66% for the twelve months ended August 31, 2020, while the MSCI EAFE Index returned 6.13% for the same period. Furthermore, for the same time period, the MSCI EAFE Value Index declined by -3.24%, while the MSCI EAFE Small Cap Value Index returned 0.20% and the MSCI Emerging Markets Index returned 14.49%.
In summary, factors that contributed to the Portfolio’s underperformance compared to its benchmark can largely be explained by its tilt toward small cap and value stocks.
Today’s environment underscores that markets are highly unpredictable over the short term. In other words, anything can happen, so we believe that a balanced, diversified, long-term approach is favored.
2
MATSON MONEY VI PORTFOLIOS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
Matson Money Fixed Income VI Portfolio
The U.S. economy experienced periods of volatility during the twelve months ended August 31, 2020. The COVID-19 outbreak has caused tremendous global human and economic hardship. Disruptions to economic activity have significantly affected financial conditions. In response, the U.S. Federal Reserve quickly lowered its policy rate to close to zero in order to support economic activity. The broad proxy for the U.S. bond market, the Bloomberg Barclays U.S. Aggregate Bond Index gained 6.47%, while the Bloomberg Barclays Global Aggregate Bond Index (hedged) returned 3.28% for the twelve-month period ended August 31, 2020. As a result of the decrease in interest rates, short-term bonds were outperformed by ones with longer maturities. The Bloomberg Barclays U.S. Government/Credit 1-3 Years Index returned 3.48% while the Morningstar Long-Term US Government Bond Index, which includes US Treasury and US Government Agency bonds with maturities of seven years or longer, returned 13.12%.
The Matson Money Fixed Income VI Portfolio focuses on assets that invest in global high quality and shorter-term government and corporate fixed income assets. For the twelve-month period ended August 31, 2020, the Matson Money Fixed Income VI Portfolio returned 2.68%. This compares with a return of 3.01% over the same period for the Portfolio’s benchmark, the FTSE World Government Bond 1-5 Year Currency Hedged U.S. Dollar Index.
The Matson Money Fixed Income VI Portfolio performed as expected, and slightly underperformed its benchmark for the period. A contributing factor to the performance of the Portfolio compared to its benchmark was the Portfolio’s slightly lower exposure to certain global markets and exposure to shorter term maturities.
3
MATSON MONEY VI PORTFOLIOS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
The Russell 2500® Index consists of the smallest 2,500 companies in a group of 3,000 U.S. companies in the Russell 3000® Index, as ranked by market capitalization.
Russell 2000® Index: Measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set.
Russell 2000® Value Index consists of the smallest 2,000 companies in a group of 3,000 U.S. companies in the Russell 3000® Index, as ranked by market capitalization, with relatively low price-to-book ratios and lower forecasted growth values.
The S&P 500® Index is a market-capitalization-weighted index that consists of the 500 largest U.S. publicly traded companies.
Russell 1000® Value Index consists of the largest 1,000 companies in a group of 3,000 U.S. companies in the Russell 3000® Index, as ranked by market capitalization, with relatively low price-to-book ratios and lower forecasted growth values.
The MSCI World (ex USA) Index captures large and mid cap representation across 22 of 23 developed markets (DM) countries*--excluding the United States. With 985 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
MSCI EAFE Small Cap Index captures small cap representation across Developed Markets countries* around the world, excluding the US and Canada.
MSCI EAFE Small Cap Value Index captures small cap securities exhibiting overall value style characteristics across Developed Markets countries* around the world, excluding the U.S. and Canada.
MSCI EAFE Index captures large and mid -cap representation across 21 Developed Markets countries* around the world, excluding the US and Canada.
MSCI EAFE Value Index captures large and mid-cap securities exhibiting overall value style characteristics across Developed Markets countries* around the world, excluding the U.S. and Canada. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price and dividend yield.
MSCI Emerging Markets Index captures large and mid cap representation across 26 Emerging Markets (EM) countries**.
Bloomberg Barclays U.S. Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market.
Bloomberg Barclays Global Aggregate Bond Index is a flagship measure of global investment grade debt from twenty-four local currency markets.
Bloomberg Barclays U.S. Government/Credit 1-3 Years Index measures the performance of investment grade, U.S. dollar-denominated, fixed-rate, taxable corporate and government-related debt with 1 to 2.9999 years to maturity.
Morningstar Long-Term US Government Bond Index includes US Treasury and US Government Agency bonds with maturities of seven years or longer.
4
MATSON MONEY VI PORTFOLIOS
Annual Investment Adviser’s Report (Concluded)
August 31, 2020 (Unaudited)
FTSE World Government Bond 1-5 Year Currency Hedged U.S. Dollar Index is a broad index providing exposure to the global sovereign fixed income market. The index measures the performance of fixed-rate, local currency, investment-grade sovereign bonds. It comprises sovereign debt from over 20 countries, denominated in a variety of currencies. The index provides a broad benchmark for the global sovereign fixed income market. Sub-indexes are available in any combination of currency, maturity, or rating.
* Developed Markets countries include: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the UK.
** EM countries include: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines,
Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.
One cannot invest directly in an index.
Growth stocks typically are more volatile than value stocks; however, value stocks have a lower expected growth rate in earnings and sales.
Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice.
Must be preceded or accompanied by a prospectus.
Mutual fund investing involves risk. Principal loss is possible. Diversification does not assure a profit nor protect against loss in a declining market. Investing in micro-cap or small cap companies involve additional risks such as limited liquidity and greater volatility than large companies. Investing in foreign securities involves greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater in emerging markets. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities.
Shares of the Funds are distributed by Quasar Distributors, LLC.
5
MATSON MONEY VI PORTFOLIOS
Performance Data
August 31, 2020 (Unaudited)
Matson Money U.S. Equity VI Portfolio
Comparison of Change in Value of $10,000 Investment in
Matson Money U.S. Equity VI Portfolio vs. Russell 2500® Index and Composite Index
The chart assumes a hypothetical $10,000 minimum initial investment in the Portfolio made on February 18, 2014 (commencement of operations) and reflects Portfolio expenses. Investors should note that the Portfolio is a professionally managed mutual fund while the Russell 2500® Index and Composite Index are unmanaged, do not incur sales charges and/or expenses and are not available for investment.
Average Annual Total Returns for the Periods Ended August 31, 2020 |
| 1 YEAR | 3 YEARS | 5 YEARS | SINCE INCEPTION |
Matson Money U.S. Equity VI Portfolio | -0.02% | 1.74% | 5.36% | 4.54%(1) |
Russell 2500® Index | 6.79% | 6.94% | 8.54% | 7.19%(3) |
Composite Index(2) | 6.58% | 6.07% | 8.79% | 7.75%(3) |
(1) | The Portfolio commenced operations on February 18, 2014. |
(2) | The Composite Index is comprised of the S&P 500® Index, Russell 1000® Value Index, Russell 2000® Index and Russell 2000® Value Index, each weighted 25%, 25%, 25% and 25%, respectively. |
(3) | Index information is not available as of the date of the inception of the Portfolio. The average annual returns for the Russell 2500® Index and the Composite Index are presented as of March 1, 2014. If the Portfolio had commenced operations on March 1, 2014, its average annual return since inception would have been 5.11%. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Portfolio distributions or on the redemption of Portfolio shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Portfolio’s annual operating expense ratio, as stated in the current prospectus dated February 28, 2020 is 1.05% (included in the ratio is 0.29% attributable to acquired fund fees and expenses).
The Portfolio’s aggregate total return since inception is based on an increase in net asset value from $25.00 per share on February 18, 2014 (commencement of operations) to $25.62 per share on August 31, 2020.
Portfolio composition is subject to change.
The Matson Money U.S. Equity VI Portfolio’s underlying funds invest in small-cap and micro-cap stocks, large-cap stocks and other equity securities. In addition to the ordinary risks of equity investing, small companies entail special risk. Small companies tend to have more risk than large companies. An investor in the Portfolio will incur the expenses of the underlying funds in addition to the Portfolio’s expenses. The foregoing is not intended to be a complete discussion of all risks associated with the investment strategies of the Portfolio.
6
MATSON MONEY VI PORTFOLIOS
Performance Data (Continued)
August 31, 2020 (Unaudited)
Matson Money International Equity VI Portfolio
Comparison of Change in Value of $10,000 Investment in
Matson Money International Equity VI Portfolio vs. MSCI World (excluding U.S.) Index and Composite Index
The chart assumes a hypothetical $10,000 minimum initial investment in the Portfolio made on February 18, 2014 (commencement of operations) and reflects Portfolio expenses. Investors should note that the Portfolio is a professionally managed mutual fund while the MSCI World (excluding U.S.) Index and Composite Index are unmanaged, do not incur sales charges and/or expenses and are not available for investment.
Average Annual Total Returns for the Periods Ended August 31, 2020 |
| 1 YEAR | 3 YEARS | 5 YEARS | SINCE INCEPTION |
Matson Money International Equity VI Portfolio | 0.17% | -3.62% | 2.26% | 0.29%(1) |
MSCI World (excluding U.S.) Index | 5.96% | 2.45% | 4.83% | 3.33%(3) |
Composite Index(2) | 7.71% | 1.51% | 5.55% | 3.85%(3) |
(1) | The Portfolio commenced operations on February 18, 2014. |
(2) | The Composite Index is comprised of the MSCI EAFE Index, MSCI EAFE Value Index, MSCI EAFE Small Company Index, and MSCI Emerging Markets Index, each weighted 25%, 25%, 25% and 25%, respectively. |
(3) | Index information is not available as of the date of the inception of the Portfolio. The average annual returns for the MSCI World (excluding U.S.) Index and the Composite Index are presented as of March 1, 2014. If the Portfolio had commenced operations on March 1, 2014, its average annual return since inception would have been 0.03%. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Portfolio distributions or on the redemption of Portfolio shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Portfolio’s annual operating expense ratio, as stated in the current prospectus dated February 28, 2020 is 1.29% (included in the ratio is 0.43% attributable to acquired fund fees and expenses).
The Portfolio’s aggregate total return since inception is based on an increase in net asset value from $25.00 per share on February 18, 2014 (commencement of operations) to $21.35 per share on August 31, 2020.
Portfolio composition is subject to change.
The Matson Money International Equity VI Portfolio’s underlying funds invest in common stock, preferred stock, securities convertible into stocks and other equity securities issued by foreign companies. In addition to the ordinary risks of equity investing, foreign and small companies entail special risk. The return on foreign equities may be adversely affected by currency fluctuations. Emerging markets may be subject to social instability and lack of market liquidity. Small companies tend to have more risk than large companies. An investor in the Portfolio will incur the expenses of the underlying funds in addition to the Portfolio’s expenses. The foregoing is not intended to be a complete discussion of all risks associated with the investment strategies of the Portfolio.
7
MATSON MONEY VI PORTFOLIOS
Performance Data (Concluded)
August 31, 2020 (Unaudited)
Matson Money Fixed Income VI Portfolio
Comparison of Change in Value of $10,000 Investment in
Matson Money Fixed Income VI Portfolio vs. FTSE World Government Bond Index 1-5 Years and Composite Index
The chart assumes a hypothetical $10,000 minimum initial investment in the Portfolio made on February 18, 2014 (commencement of operations) and reflects Portfolio expenses. Investors should note that the Portfolio is a professionally managed mutual fund while the FTSE World Government Bond Index 1-5 years and Composite Index are unmanaged, do not incur sales charges and/or expenses and are not available for investment.
Average Annual Total Returns for the Periods Ended August 31, 2020 |
| 1 YEAR | 3 YEARS | 5 YEARS | SINCE INCEPTION |
Matson Money Fixed Income VI Portfolio | 2.80% | 2.40% | 1.81% | 1.42%(1) |
FTSE World Government Bond Index 1-5 Years | 3.01% | 2.92% | 2.35% | 2.12%(3) |
Composite Index(2) | 4.49% | 3.54% | 2.80% | 2.50%(3) |
(1) | The Portfolio commenced operations on February 18, 2014. |
(2) | The Composite Index is comprised of the Three-Month Treasury Bill Index, Bloomberg Barclays Capital Intermediate Government Bond Index, ICE BofA Merrill Lynch 1-3 Year US Government/Corporate Index and Bloomberg Barclays U.S. Aggregate Bond Index, each weighted 25%, 25%, 25% and 25%, respectively. |
(3) | Index information is not available as of the date of the inception of the Portfolio. The average annual returns for the FTSE World Government Bond Index 1-5 Years (formerly known as the Citigroup World Govt. Bond 1-5 Year Currency Hedged U.S. Dollar Index), and the Composite Index are presented as of March 1, 2014. If the Portfolio had commenced operations on March 1, 2014, its average annual return since inception would have been 1.13%. |
The performance data quoted represents past performance. Past performance is not indicative of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown include the reinvestment of all dividends and other distributions and do not reflect taxes that a shareholder would pay on Portfolio distributions or on the redemption of Portfolio shares. For performance data current to the most recent month-end, please call 1-866-780-0357 ext. 3863. The Portfolio’s annual operating expense ratio, as stated in the current prospectus dated February 28, 2020 is 0.86% (included in the ratio is 0.12% attributable to acquired fund fees and expenses).
The Portfolio’s aggregate total return since inception is based on an increase in net asset value from $25.00 per share on February 18, 2014 (commencement of operations) to $25.66 per share on August 31, 2020.
Portfolio composition is subject to change.
The Matson Money Fixed Income VI Portfolio’s underlying funds invest in fixed income securities. The underlying funds may invest their assets in bonds and other debt securities issued by domestic and foreign governments and companies. Debt instruments involve the risk that their prices will fall when interest rates rise, and they are subject to the risk that the borrower may default. In addition, the return on foreign debt securities may be adversely affected by currency fluctuations. An investor in the Portfolio will incur expenses of the underlying funds in addition to the Portfolio’s expenses. The foregoing is not intended to be a complete discussion of all risks associated with the investment strategies of the Portfolio.
8
MATSON MONEY VI PORTFOLIOS
Fund Expense ExampleS
August 31, 2020 (Unaudited)
As a shareholder of the Portfolio(s), you incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees and other Portfolio expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio(s) and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020, and held for the entire period.
ACTUAL EXPENSES
The first section of the accompanying tables provides information about actual account values and actual expenses. You may use the information in this section, 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 first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLES FOR COMPARISON PURPOSES
The second section of the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Portfolio and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
The expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second section of the accompanying 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.
| BEGINNING ACCOUNT VALUE MARCH 1, 2020 | ENDING ACCOUNT VALUE AUGUST 31, 2020 | EXPENSES PAID DURING PERIOD* | ANNUALIZED EXPENSE RATIO* | ACTUAL SIX- MONTH TOTAL INVESTMENT RETURN FOR THE PORTFOLIO |
Actual | | | | | |
Matson Money U.S. Equity VI Portfolio | $ 1,000.00 | $ 1,029.30 | $ 3.93 | 0.77% | 2.93% |
Matson Money International Equity VI Portfolio | 1,000.00 | 1,012.80 | 4.25 | 0.84% | 1.28% |
Matson Money Fixed Income VI Portfolio | 1,000.00 | 1,013.00 | 3.64 | 0.72% | 1.30% |
9
MATSON MONEY VI PORTFOLIOS
Fund Expense Examples (CONCLUDED)
August 31, 2020 (Unaudited)
| BEGINNING ACCOUNT VALUE MARCH 1, 2020 | ENDING ACCOUNT VALUE AUGUST 31, 2020 | EXPENSES PAID DURING PERIOD* | ANNUALIZED EXPENSE RATIO* | ACTUAL SIX- MONTH TOTAL INVESTMENT RETURN FOR THE PORTFOLIO |
Hypothetical (5% return before expenses) |
Matson Money U.S. Equity VI Portfolio | $ 1,000.00 | $ 1,021.27 | $ 3.91 | 0.77% | N/A |
Matson Money International Equity VI Portfolio | 1,000.00 | 1,020.91 | 4.27 | 0.84% | N/A |
Matson Money Fixed Income VI Portfolio | 1,000.00 | 1,021.52 | 3.66 | 0.72% | N/A |
* | Expenses are equal to each Portfolio’s annualized six-month expense ratio for the period March 1, 2020 to August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. The annualized expense ratios do not reflect fees and expenses associated with the underlying funds. Fees and expenses presented for a Portfolio do not reflect any fees and expenses imposed on shares of the Portfolio purchased through variable annuity contracts, variable life insurance policies, and certain qualified pension and retirement plans, which would increase overall fees and expenses. If such fees and expenses had been included, the expenses would have been higher. Each Portfolio’s ending account value in the first section in the table is based on the actual six-month total investment return for each Portfolio for the period March 1, 2020 through August 31, 2020. The range of weighted expense ratios of the underlying funds held by the Portfolios, as stated in the underlying funds’ current prospectuses, were as follows: |
PORTFOLIO | RANGE OF WEIGHTED EXPENSE RATIOS |
Matson Money U.S. Equity VI Portfolio | 0.01% - 0.08% |
Matson Money International Equity VI Portfolio | 0.00% - 0.18% |
Matson Money Fixed Income VI Portfolio | 0.00% - 0.02% |
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MATSON MONEY VI PORTFOLIOS
MATSON MONEY U.S. EQUITY VI PORTFOLIO
Portfolio of Investments
August 31, 2020
| | NUMBER OF SHARES | | | VALUE | |
DOMESTIC EQUITY FUNDS — 99.0% | | | | |
U.S. Large Cap Value Portfolio III (a) | | | 297,324 | | | $ | 6,567,896 | |
U.S. Large Company Portfolio (a) | | | 131,900 | | | | 3,549,421 | |
U.S. Micro Cap Portfolio (b) | | | 202,485 | | | | 3,739,895 | |
U.S. Small Cap Portfolio (b) | | | 119,126 | | | | 3,738,166 | |
U.S. Small Cap Value Portfolio (b) | | | 89,541 | | | | 2,491,919 | |
VA U.S. Large Value Portfolio (b) | | | 42,867 | | | | 1,005,234 | |
VA U.S. Targeted Value Portfolio (b) | | | 255,527 | | | | 3,746,026 | |
TOTAL DOMESTIC EQUITY FUNDS | | | | |
(Cost $25,701,673) | | | | | | | 24,838,557 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.9% | | | | |
STIT-Government & Agency Portfolio, 0.03%* | | | 217,777 | | | | 217,777 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $217,777) | | | | | | | 217,777 | |
TOTAL INVESTMENTS — 99.9% | | | | |
(Cost $25,919,450) | | | | | | | 25,056,334 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.1% | | | | | | | 13,973 | |
NET ASSETS — 100.0% | | | | | | $ | 25,070,307 | |
| | | | | | | | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
Domestic Equity Funds | | | 99.0 | % | | $ | 24,838,557 | |
Short-Term Investments | | | 0.9 | | | | 217,777 | |
Other Assets In Excess Of Liabilities | | | 0.1 | | | | 13,973 | |
NET ASSETS | | | 100.0 | % | | $ | 25,070,307 | |
* | Seven-day yield as of August 31, 2020. |
(a) | A portfolio of Dimensional Investment Group Inc. |
(b) | A portfolio of DFA Investment Dimensions Group Inc. |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
11
MATSON MONEY VI PORTFOLIOS
MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO
Portfolio of Investments
August 31, 2020
| | NUMBER OF SHARES | | | VALUE | |
INTERNATIONAL EQUITY FUNDS — 99.2% | | | | |
DFA International Small Cap Value Portfolio (a) | | | 313,201 | | | $ | 5,217,933 | |
DFA International Value Portfolio III (b) | | | 445,437 | | | | 5,576,873 | |
Emerging Markets Small Cap Portfolio (a) | | | 45,123 | | | | 899,752 | |
Emerging Markets Value Portfolio, Class Institutional (a) | | | 35,811 | | | | 885,599 | |
iShares Core MSCI EAFE ETF | | | 11,987 | | | | 736,361 | |
iShares Core MSCI Emerging Markets ETF | | | 18,117 | | | | 965,636 | |
VA International Small Portfolio (a) | | | 271,752 | | | | 3,190,371 | |
VA International Value Portfolio (a) | | | 90,871 | | | | 935,975 | |
TOTAL INTERNATIONAL EQUITY FUNDS | | | | |
(Cost $20,105,340) | | | | | | | 18,408,500 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.8% | | | | |
STIT-Government & Agency Portfolio, 0.03%* | | | 154,807 | | | | 154,807 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $154,807) | | | | | | | 154,807 | |
TOTAL INVESTMENTS — 100.0% | | | | |
(Cost $20,260,147) | | | | | | | 18,563,307 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (4,214 | ) |
NET ASSETS — 100.0% | | | | | | $ | 18,559,093 | |
| | | | | | | | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
International Equity Funds | | | 99.2 | % | | $ | 18,408,500 | |
Short-Term Investments | | | 0.8 | | | | 154,807 | |
Liabilities In Excess Of Other Assets | | | 0.0 | | | | (4,214 | ) |
NET ASSETS | | | 100.0 | % | | $ | 18,559,093 | |
* | Seven-day yield as of August 31, 2020. |
(a) | A portfolio of DFA Investment Dimensions Group Inc. |
(b) | A portfolio of Dimensional Investment Group Inc. |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
12
MATSON MONEY VI PORTFOLIOS
MATSON MONEY FIXED INCOME VI PORTFOLIO
Portfolio of Investments
August 31, 2020
| | NUMBER OF SHARES | | | VALUE | |
FIXED INCOME FUNDS — 98.5% | | | | |
DFA One-Year Fixed Income Portfolio (a) | | | 304,819 | | | $ | 3,139,631 | |
DFA Two-Year Global Fixed Income Portfolio (a) | | | 409,927 | | | | 4,095,171 | |
iShares 1-3 Year Treasury Bond ETF | | | 12,624 | | | | 1,092,734 | |
iShares 3-7 Year Treasury Bond ETF | | | 12,278 | | | | 1,640,218 | |
iShares Core International Aggregate Bond ETF | | | 73,622 | | | | 4,081,604 | |
iShares Intermediate-Term Corporate Bond ETF | | | 26,889 | | | | 1,644,531 | |
iShares Short-Term Corporate Bond ETF | | | 119,370 | | | | 6,576,093 | |
iShares TIPS Bond ETF | | | 10,895 | | | | 1,383,447 | |
VA Global Bond Portfolio (a) | | | 257,558 | | | | 2,730,110 | |
VA Short-Term Fixed Income Portfolio (a) | | | 53,219 | | | | 546,023 | |
TOTAL FIXED INCOME FUNDS | | | | |
(Cost $26,230,308) | | | | | | | 26,929,562 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.6% | | | | |
STIT-Government & Agency Portfolio, 0.03%* | | | 426,641 | | | | 426,641 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $426,641) | | | | | | | 426,641 | |
TOTAL INVESTMENTS — 100.1% | | | | |
(Cost $26,656,949) | | | | | | | 27,356,203 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.1)% | | | | | | | (33,366 | ) |
NET ASSETS — 100.0% | | | | | | $ | 27,322,837 | |
| | | | | | | | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
Fixed Income Funds | | | 98.5 | % | | $ | 26,929,562 | |
Short-Term Investments | | | 1.6 | | | | 426,641 | |
Liabilities In Excess Of Other Assets | | | (0.1 | ) | | | (33,366 | ) |
NET ASSETS | | | 100.0 | % | | $ | 27,322,837 | |
* | Seven-day yield as of August 31, 2020. |
(a) | A portfolio of DFA Investment Dimensions Group Inc. |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
13
MATSON MONEY VI PORTFOLIOS
Statements of Assets and Liabilities
August 31, 2020
| | MATSON MONEY U.S. EQUITY VI PORTFOLIO | | | MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO | | | MATSON MONEY FIXED INCOME VI PORTFOLIO | |
ASSETS | | | | | | | | | | | | |
Investments in non-affiliated funds, at value (cost $25,701,673, $20,105,340 and $26,230,308, respectively) | | $ | 24,838,557 | | | $ | 18,408,500 | | | $ | 26,929,562 | |
Short-term investments, at value (cost $217,777, $154,807 and $426,641, respectively) | | | 217,777 | | | | 154,807 | | | | 426,641 | |
Receivable for investments sold | | | 48,681 | | | | 26,963 | | | | 681 | |
Prepaid expenses and other assets | | | 2,207 | | | | 1,560 | | | | 2,643 | |
Total assets | | | 25,107,222 | | | | 18,591,830 | | | | 27,359,527 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Advisory fees | | | 10,586 | | | | 7,777 | | | | 11,515 | |
Administration and accounting fees | | | 4,245 | | | | 3,821 | | | | 4,297 | |
Capital shares redeemed | | | 1,441 | | | | 1,493 | | | | 80 | |
Transfer agent fees | | | 867 | | | | 403 | | | | 596 | |
Other accrued expenses and liabilities | | | 19,776 | | | | 19,243 | | | | 20,202 | |
Total liabilities | | | 36,915 | | | | 32,737 | | | | 36,690 | |
Net assets | | $ | 25,070,307 | | | $ | 18,559,093 | | | $ | 27,322,837 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par Value | | $ | 978 | | | $ | 869 | | | $ | 1,065 | |
Paid-in capital | | | 25,383,405 | | | | 20,653,889 | | | | 26,592,226 | |
Total distributable earnings/(loss) | | | (314,076 | ) | | | (2,095,665 | ) | | | 729,546 | |
Net assets | | $ | 25,070,307 | | | $ | 18,559,093 | | | $ | 27,322,837 | |
| | | | | | | | | | | | |
CAPITAL SHARES: | | | | | | | | | | | | |
Net assets | | $ | 25,070,307 | | | $ | 18,559,093 | | | $ | 27,322,837 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 978,378 | | | | 869,296 | | | | 1,064,871 | |
Net asset value, offering and redemption price per share | | $ | 25.62 | | | $ | 21.35 | | | $ | 25.66 | |
The accompanying notes are an integral part of the financial statements.
14
MATSON MONEY VI PORTFOLIOS
Statements of Operations
FOR THE YEAR ENDED August 31, 2020
| | MATSON MONEY U.S. EQUITY VI PORTFOLIO | | | MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO | | | MATSON MONEY FIXED INCOME VI PORTFOLIO | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends from non-affiliated funds | | $ | 404,097 | | | $ | 519,300 | | | $ | 698,787 | |
Total investment income | | | 404,097 | | | | 519,300 | | | | 698,787 | |
| | | | | | | | | | | | |
EXPENSES: | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 124,215 | | | | 92,082 | | | | 143,655 | |
Audit and tax services fees | | | 27,178 | | | | 27,736 | | | | 26,484 | |
Administration and accounting fees (Note 2) | | | 18,798 | | | | 15,811 | | | | 20,073 | |
Custodian fees (Note 2) | | | 4,904 | | | | 4,590 | | | | 5,157 | |
Printing and shareholder reporting fees | | | 4,787 | | | | 4,168 | | | | 5,345 | |
Director fees | | | 2,114 | | | | 1,568 | | | | 2,529 | |
Legal fees | | | 1,701 | | | | 1,211 | | | | 1,966 | |
Officer fees | | | 1,677 | | | | 1,264 | | | | 1,982 | |
Transfer agent fees (Note 2) | | | 1,041 | | | | 1,308 | | | | 1,475 | |
Other expenses | | | 3,115 | | | | 3,156 | | | | 4,353 | |
Total expenses | | | 189,530 | | | | 152,894 | | | | 213,019 | |
Net investment income/(loss) | | | 214,567 | | | | 366,406 | | | | 485,768 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Non-affiliated funds | | | 67,006 | | | | (186,854 | ) | | | 37,881 | |
Capital gain distributions from non-affiliated fund investments | | | 558,520 | | | | 130,100 | | | | 1,119 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Non-affiliated funds | | | (428,512 | ) | | | (73,772 | ) | | | 238,804 | |
Net realized and unrealized gain/(loss) on investments | | | 197,014 | | | | (130,526 | ) | | | 277,804 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 411,581 | | | $ | 235,880 | | | $ | 763,572 | |
The accompanying notes are an integral part of the financial statements.
15
MATSON MONEY U.S. EQUITY VI PORTFOLIO
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 214,567 | | | $ | 173,635 | |
Net realized gain/(loss) from investments | | | 625,526 | | | | 1,483,468 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (428,512 | ) | | | (4,653,103 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 411,581 | | | | (2,996,000 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (1,496,610 | ) | | | (1,492,480 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,496,610 | ) | | | (1,492,480 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 4,803,621 | | | | 6,127,036 | |
Reinvestment of distributions | | | 1,496,610 | | | | 1,492,480 | |
Shares redeemed | | | (4,983,541 | ) | | | (4,473,056 | ) |
Net increase/(decrease) in net assets from capital shares | | | 1,316,690 | | | | 3,146,460 | |
Total increase/(decrease) in net assets | | | 231,661 | | | | (1,342,020 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 24,838,646 | | | | 26,180,666 | |
End of period | | $ | 25,070,307 | | | $ | 24,838,646 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 205,802 | | | | 217,464 | |
Dividends and distributions reinvested | | | 51,679 | | | | 60,645 | |
Shares redeemed | | | (196,267 | ) | | | (151,435 | ) |
Net increase/(decrease) in shares outstanding | | | 61,214 | | | | 126,674 | |
The accompanying notes are an integral part of the financial statements.
16
MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 366,406 | | | $ | 322,958 | |
Net realized gain/(loss) from investments | | | (56,754 | ) | | | 419,486 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (73,772 | ) | | | (2,901,806 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 235,880 | | | | (2,159,362 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (892,907 | ) | | | (583,676 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (892,907 | ) | | | (583,676 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 3,624,757 | | | | 5,202,703 | |
Reinvestment of distributions | | | 892,907 | | | | 583,676 | |
Shares redeemed | | | (3,529,908 | ) | | | (2,765,350 | ) |
Net increase/(decrease) in net assets from capital shares | | | 987,756 | | | | 3,021,029 | |
Total increase/(decrease) in net assets | | | 330,729 | | | | 277,991 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 18,228,364 | | | | 17,950,373 | |
End of period | | $ | 18,559,093 | | | $ | 18,228,364 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 180,551 | | | | 220,374 | |
Dividends and distributions reinvested | | | 36,791 | | | | 27,364 | |
Shares redeemed | | | (166,464 | ) | | | (115,569 | ) |
Net increase/(decrease) in shares outstanding | | | 50,878 | | | | 132,169 | |
The accompanying notes are an integral part of the financial statements.
17
MATSON MONEY FIXED INCOME VI PORTFOLIO
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 485,768 | | | $ | 698,538 | |
Net realized gain/(loss) from investments | | | 39,000 | | | | (107,605 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 238,804 | | | | 806,827 | |
Net increase/(decrease) in net assets resulting from operations | | | 763,572 | | | | 1,397,760 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (496,143 | ) | | | (655,301 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (496,143 | ) | | | (655,301 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 5,478,109 | | | | 5,862,802 | |
Reinvestment of distributions | | | 496,143 | | | | 655,301 | |
Shares redeemed | | | (8,465,121 | ) | | | (8,119,491 | ) |
Net increase/(decrease) in net assets from capital shares | | | (2,490,869 | ) | | | (1,601,388 | ) |
Total increase/(decrease) in net assets | | | (2,223,440 | ) | | | (858,929 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 29,546,277 | | | | 30,405,206 | |
End of period | | $ | 27,322,837 | | | $ | 29,546,277 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 216,510 | | | | 236,411 | |
Dividends and distributions reinvested | | | 19,854 | | | | 27,045 | |
Shares redeemed | | | (335,860 | ) | | | (328,248 | ) |
Net increase/(decrease) in shares outstanding | | | (99,496 | ) | | | (64,792 | ) |
The accompanying notes are an integral part of the financial statements.
18
MATSON MONEY VI PORTFOLIOS
MATSON MONEY U.S. EQUITY VI PORTFOLIO
Financial Highlights
Contained below is per share operating performance data for each share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | | | FOR THE YEAR ENDED AUGUST 31, 2018 | | | FOR THE YEAR ENDED AUGUST 31, 2017 | | | FOR THE YEAR ENDED AUGUST 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 27.08 | | | $ | 33.12 | | | $ | 29.15 | | | $ | 26.80 | | | $ | 25.65 | |
Net investment income/(loss)(1) | | | 0.22 | | | | 0.21 | | | | 0.18 | | | | 0.14 | | | | 0.19 | |
Net realized and unrealized gain/(loss) on investments | | | (0.04 | ) | | | (4.34 | ) | | | 5.40 | | | | 3.44 | | | | 1.96 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.18 | | | | (4.13 | ) | | | 5.58 | | | | 3.58 | | | | 2.15 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.24 | ) | | | (0.27 | ) | | | (0.33 | ) | | | (0.21 | ) | | | (0.15 | ) |
Net realized capital gains | | | (1.40 | ) | | | (1.64 | ) | | | (1.28 | ) | | | (1.02 | ) | | | (0.85 | ) |
Total dividends and distributions to shareholders | | | (1.64 | ) | | | (1.91 | ) | | | (1.61 | ) | | | (1.23 | ) | | | (1.00 | ) |
Net asset value, end of period | | $ | 25.62 | | | $ | 27.08 | | | $ | 33.12 | | | $ | 29.15 | | | $ | 26.80 | |
Total investment return/(loss)(2) | | | (0.02 | )% | | | (11.89 | )% | | | 19.56 | % | | | 13.42 | % | | | 8.68 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 25,070 | | | $ | 24,839 | | | $ | 26,181 | | | $ | 20,093 | | | $ | 17,491 | |
Ratio of expenses to average net assets with waivers, if any(3) | | | 0.76 | % | | | 0.76 | % | | | 0.73 | % | | | 0.81 | % | | | 0.93 | % |
Ratio of expenses to average net assets without waivers(3) | | | 0.76 | % | | | 0.76 | % | | | 0.73 | % | | | 0.81 | % | | | 0.93 | % |
Ratio of net investment income/(loss) to average net assets(3) | | | 0.86 | % | | | 0.72 | % | | | 0.58 | % | | | 0.49 | % | | | 0.74 | % |
Portfolio turnover rate | | | 18 | % | | | 17 | % | | | 12 | % | | | 21 | % | | | 7 | % |
(1) | The selected per share data is calculated using the average shares outstanding method for the period. |
(2) | Total investment return/(loss) is calculated by assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(3) | The Portfolio also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. |
The accompanying notes are an integral part of the financial statements.
19
MATSON MONEY VI PORTFOLIOS
MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO
Financial Highlights
Contained below is per share operating performance data for each share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | | | FOR THE YEAR ENDED AUGUST 31, 2018 | | | FOR THE YEAR ENDED AUGUST 31, 2017 | | | FOR THE YEAR ENDED AUGUST 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 22.27 | | | $ | 26.16 | | | $ | 26.60 | | | $ | 22.54 | | | $ | 22.48 | |
Net investment income/(loss)(1) | | | 0.42 | | | | 0.43 | | | | 0.47 | | | | 0.29 | | | | 0.44 | |
Net realized and unrealized gain/(loss) on investments | | | (0.25 | ) | | | (3.51 | ) | | | (0.13 | ) | | | 4.51 | | | | 0.10 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.17 | | | | (3.08 | ) | | | 0.34 | | | | 4.80 | | | | 0.54 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.52 | ) | | | (0.39 | ) | | | (0.54 | ) | | | (0.44 | ) | | | (0.24 | ) |
Net realized capital gains | | | (0.57 | ) | | | (0.42 | ) | | | (0.24 | ) | | | (0.30 | ) | | | (0.24 | ) |
Total dividends and distributions to shareholders | | | (1.09 | ) | | | (0.81 | ) | | | (0.78 | ) | | | (0.74 | ) | | | (0.48 | ) |
Net asset value, end of period | | $ | 21.35 | | | $ | 22.27 | | | $ | 26.16 | | | $ | 26.60 | | | $ | 22.54 | |
Total investment return/(loss)(2) | | | 0.17 | % | | | (11.62 | )% | | | 1.13 | % | | | 21.90 | % | | | 2.47 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 18,559 | | | $ | 18,228 | | | $ | 17,950 | | | $ | 15,019 | | | $ | 12,567 | |
Ratio of expenses to average net assets with waivers, if any(3) | | | 0.83 | % | | | 0.86 | % | | | 0.79 | % | | | 0.88 | % | | | 1.02 | % |
Ratio of expenses to average net assets without waivers(3) | | | 0.83 | % | | | 0.86 | % | | | 0.79 | % | | | 0.88 | % | | | 1.02 | % |
Ratio of net investment income/(loss) to average net assets(3) | | | 1.99 | % | | | 1.82 | % | | | 1.70 | % | | | 1.22 | % | | | 2.03 | % |
Portfolio turnover rate | | | 26 | % | | | 13 | % | | | 8 | % | | | 21 | % | | | 5 | % |
(1) | The selected per share data is calculated using the average shares outstanding method for the period. |
(2) | Total investment return/(loss) is calculated by assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(3) | The Portfolio also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. |
The accompanying notes are an integral part of the financial statements.
20
MATSON MONEY VI PORTFOLIOS
MATSON MONEY FIXED INCOME VI PORTFOLIO
Financial Highlights
Contained below is per share operating performance data for each share outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | | | FOR THE YEAR ENDED AUGUST 31, 2018 | | | FOR THE YEAR ENDED AUGUST 31, 2017 | | | FOR THE YEAR ENDED AUGUST 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 25.38 | | | $ | 24.74 | | | $ | 25.12 | | | $ | 25.31 | | | $ | 24.93 | |
Net investment income/(loss)(1) | | | 0.43 | | | | 0.59 | | | | 0.23 | | | | 0.18 | | | | 0.05 | |
Net realized and unrealized gain/(loss) on investments | | | 0.27 | | | | 0.61 | | | | (0.36 | ) | | | (0.13 | ) | | | 0.36 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.70 | | | | 1.20 | | | | (0.13 | ) | | | 0.05 | | | | 0.41 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.42 | ) | | | (0.56 | ) | | | (0.22 | ) | | | (0.12 | ) | | | — | |
Net realized capital gains | | | — | | | | — | (2) | | | (0.03 | ) | | | (0.12 | ) | | | (0.03 | ) |
Total dividends and distributions to shareholders | | | (0.42 | ) | | | (0.56 | ) | | | (0.25 | ) | | | (0.24 | ) | | | (0.03 | ) |
Net asset value, end of period | | $ | 25.66 | | | $ | 25.38 | | | $ | 24.74 | | | $ | 25.12 | | | $ | 25.31 | |
Total investment return/(loss)(3) | | | 2.80 | % | | | 4.98 | % | | | (0.50 | )% | | | 0.19 | % | | | 1.66 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 27,323 | | | $ | 29,546 | | | $ | 30,405 | | | $ | 26,017 | | | $ | 21,927 | |
Ratio of expenses to average net assets with waivers, if any(4) | | | 0.74 | % | | | 0.74 | % | | | 0.71 | % | | | 0.77 | % | | | 0.85 | % |
Ratio of expenses to average net assets without waivers(4) | | | 0.74 | % | | | 0.74 | % | | | 0.71 | % | | | 0.77 | % | | | 0.85 | % |
Ratio of net investment income/(loss) to average net assets(4) | | | 1.69 | % | | | 2.39 | % | | | 0.93 | % | | | 0.70 | % | | | 0.21 | % |
Portfolio turnover rate | | | 46 | % | | | 19 | % | | | 2 | % | | | 11 | % | | | 40 | % |
(1) | The selected per share data is calculated using the average shares outstanding method for the period. |
(2) | Amount less than $(0.005) per share. |
(3) | Total investment return/(loss) is calculated by assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(4) | The Portfolio also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. |
The accompanying notes are an integral part of the financial statements.
21
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements
August 31, 2020
1. | Organization and Significant Accounting Policies |
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Matson Money U.S. Equity VI Portfolio, the Matson Money International Equity VI Portfolio and the Matson Money Fixed Income VI Portfolio (each a “Portfolio,” collectively the “Portfolios”). Each Portfolio operates as a “fund of funds” and commenced investment operations on February 18, 2014. Shares of the Portfolios are offered to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
Matson Money U.S. Equity VI Portfolio and Matson Money International Equity VI Portfolio’s investment objective is to seek long-term capital appreciation. Matson Money Fixed Income VI Portfolio’s investment objective is to seek total return (consisting of current income and capital appreciation).
The Portfolios are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies”.
The end of the reporting period for the Portfolios is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
INVESTMENT COMPANY SECURITIES — The Portfolios pursue their investment objectives by investing primarily in shares of registered, open-end investment companies and exchange-traded funds (“ETFs”) (collectively, “underlying funds”). When a Portfolio invests in underlying funds it will indirectly bear its proportionate share of any fees and expenses payable directly by the underlying fund. In connection with its investments in other investment companies, a Portfolio will incur higher expenses, many of which may be duplicative. Furthermore, because the Portfolios invest in shares of ETFs and underlying funds their performances are directly related to the ability of the ETFs and underlying funds to meet their respective investment objectives, as well as the allocation of each Portfolio’s assets among the ETFs and underlying funds. Accordingly, the Portfolios’ investment performance will be influenced by the investment strategies of and risks associated with the ETFs and underlying funds in direct proportion to the amount of assets the Portfolios allocate to the ETFs and underlying funds utilizing such strategies. As disclosed in the Portfolio of Investments, the Portfolios invest in a number of different underlying funds, including underlying funds that are portfolios of DFA Investment Dimensions Group Inc., and Dimensional Investment Group Inc. (collectively, “DFA Underlying Funds”) and iShares by BlackRock (“iShares Underlying Funds”). Information about DFA Underlying Funds and iShares Underlying Funds’ risks may be found in such DFA Underlying Funds and iShares Underlying Funds’ annual or semiannual report to shareholders, which can be found at us.dimensional.com and iShares.com, respectively. Additional information about derivatives related risks, if applicable, may also be found in each such DFA Underlying Fund or iShares Underlying Funds’ annual or semiannual report to shareholders. The annual and semiannual reports to shareholders for the underlying funds may also be found by visiting the SEC’s website at http://www.sec.gov.
PORTFOLIO VALUATION — Investments in the underlying funds are valued at each Portfolio’s net asset value (“NAV”) determined as of the close of business on the New York Stock Exchange (generally 4:00 p.m. Eastern time). Investments in Exchange-Traded Funds (“ETFs”) are valued at their last reported sale price. As required, some securities and assets may be valued at fair value as determined in good faith by the Company’s Board of Directors (the “Board”). Direct investments in fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market.
22
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (continued)
August 31, 2020
FAIR VALUE MEASUREMENTS — The inputs and valuation techniques used to measure the fair value of the Portfolios’ investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 — | Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 — | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| ● Level 3 — | Prices are determined using significant unobservable inputs (including the Portfolios’ own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Portfolios’ investments carried at fair value:
MATSON MONEY U.S. EQUITY VI PORTFOLIO
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Domestic Equity Funds | | $ | 24,838,557 | | | $ | 20,087,297 | | | $ | — | | | $ | — | | | $ | 4,751,260 | |
Short-Term Investments | | | 217,777 | | | | 217,777 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 25,056,334 | | | $ | 20,305,074 | | | $ | — | | | $ | — | | | $ | 4,751,260 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
** | Please refer to the Portfolio of Investments for further details. |
MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
International Equity Funds | | $ | 18,408,500 | | | $ | 14,282,154 | | | $ | — | | | $ | — | | | $ | 4,126,346 | |
Short-Term Investments | | | 154,807 | | | | 154,807 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 18,563,307 | | | $ | 14,436,961 | | | $ | — | | | $ | — | | | $ | 4,126,346 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
** | Please refer to the Portfolio of Investments for further details. |
23
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
August 31, 2020
MATSON MONEY FIXED INCOME VI PORTFOLIO
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Fixed Income Funds | | $ | 26,929,562 | | | $ | 23,653,429 | | | $ | — | | | $ | — | | | $ | 3,276,133 | |
Short-Term Investments | | | 426,641 | | | | 426,641 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 27,356,203 | | | $ | 24,080,070 | | | $ | — | | | $ | — | | | $ | 3,276,133 | |
* | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
** | Please refer to the Portfolio of Investments for further details. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Portfolios’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Portfolios may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires each Portfolio to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when a Portfolio had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if a Portfolio had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Portfolios had no Level 3 transfers.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Portfolios record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Each Portfolio’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average
24
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
August 31, 2020
net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Portfolios. In addition to the net annual operating expenses that the Portfolios bear directly, the shareholders indirectly bear the Portfolios’ pro-rata expenses of the underlying mutual funds in which each Portfolio invests.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders recorded on the ex-dividend date for each Portfolio. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. TAX STATUS — No provision is made for U.S. income taxes as it is each Portfolio’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
MARKET RISK — The value of a Portfolio’s shares will fluctuate as a result of the movement of the overall stock market or the value of the underlying fund held by a Portfolio, and you could lose money.
CORONAVIRUS (COVID-19) PANDEMIC — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Portfolios invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Portfolios’ investments, impair the Portfolios’ ability to satisfy redemption requests, and negatively impact the Portfolios’ performance.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
OTHER — In the normal course of business, the Portfolios may enter into contracts that provide general indemnifications. Each Portfolio’s maximum exposure under these arrangements is dependent on claims that may be made against the Portfolios in the future, and, therefore, cannot be estimated; however, the Portfolios expect the risk of material loss for such claims to be remote.
For additional information about the DFA Underlying Funds and iShares Underlying Funds’ valuation policies, refer to the DFA Underlying Funds and iShares Underlying Funds’ most recent annual or semiannual report which can be found at us.dimensional.com and iShares.com, respectively.
2. | Investment Adviser and Other Services |
Matson Money, Inc. (“Matson Money” or the “Adviser”), serves as the investment adviser to each Portfolio. Each Portfolio compensates the Adviser for its services at an annual rate based on each Portfolio’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table.
AVERAGE DAILY NET ASSETS | | ADVISORY FEE | |
For the first $1 billion | | | 0.50 | % |
Over $1 billion to $5 billion | | | 0.49 | |
Over $5 billion | | | 0.47 | |
The Adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent that total annual Portfolio operating expenses (excluding certain items discussed below) exceed the rates (“Expense Caps”) shown in the following table of each Portfolio’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and certain of these expenses could cause total annual Portfolio operating
25
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
August 31, 2020
expenses to exceed the Expense Caps: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after February 28, 2021.
PORTFOLIO | | EXPENSE CAPS | |
Matson Money U.S. Equity VI Portfolio | | | 1.13 | % |
Matson Money International Equity VI Portfolio | | | 1.35 | |
Matson Money Fixed Income VI Portfolio | | | 1.00 | |
During the current fiscal period, investment advisory fees accrued were as follows:
PORTFOLIO | | ADVISORY FEES | |
Matson Money U.S. Equity VI Portfolio | | $ | 124,215 | |
Matson Money International Equity VI Portfolio | | | 92,082 | |
Matson Money Fixed Income VI Portfolio | | | 143,655 | |
Effective September 1, 2019, if at any time a Portfolio’s total annual Portfolio operating expenses for a year are less than the Expense Cap, the Adviser is entitled to reimbursement by the Portfolio of the advisory fees forgone and other payments remitted by the Adviser to the Portfolio within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Portfolio to exceed the Expense Cap that was in effect at the time of the waiver or reimbursement. As of the end of the reporting period, the Portfolios had no amounts available for recoupment.
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services serves as administrator for the Portfolios. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Portfolios’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Portfolios. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Portfolios’ distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Portfolios’ distributor.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Statements of Operations.
3. | Director and Officer Compensation |
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Portfolios or the Company. For Director and Officer compensation amounts, please refer to the Statements of Operations.
26
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (CONTINUED)
August 31, 2020
4. | Purchases and Sales of Investment Securities |
During the current fiscal period, aggregate purchases and sales of investment securities (excluding short-term investments) of the Portfolios were as follows:
| | PURCHASES | | | SALES | |
Matson Money U.S. Equity VI Portfolio | | $ | 4,893,036 | | | $ | 4,350,114 | |
Matson Money International Equity VI Portfolio | | | 5,349,204 | | | | 4,783,016 | |
Matson Money Fixed Income VI Portfolio | | | 12,915,766 | | | | 15,471,916 | |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. | Federal Income Tax Information |
The Portfolios have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Portfolios to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Portfolios have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Portfolios are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by each Portfolio were as follows:
| | FEDERAL TAX COST | | | UNREALIZED APPRECIATION | | | UNREALIZED (DEPRECIATION) | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
Matson Money U.S. Equity VI Portfolio | | $ | 26,196,546 | | | $ | 1,702,924 | | | $ | (2,843,136 | ) | | $ | (1,140,212 | ) |
Matson Money International Equity VI Portfolio | | | 20,816,240 | | | | 537,482 | | | | (2,790,415 | ) | | | (2,252,933 | ) |
Matson Money Fixed Income VI Portfolio | | | 26,715,959 | | | | 725,803 | | | | (85,559 | ) | | | 640,244 | |
Distributions to shareholders from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
As of August 31, 2020, there were no permanent differences between distributable earning/(loss) and paid-in capital, respectively.
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
| | Undistributed Ordinary Income | | | Undistributed Long-Term Capital Gains | | | Capital Loss Carry Forward | | | Net Unrealized Appreciation/ (Depreciation) | |
Matson Money U.S. Equity VI Portfolio | | $ | 33,184 | | | $ | 792,952 | | | $ | — | | | $ | (1,140,212 | ) |
Matson Money International Equity VI Portfolio | | | 20,767 | | | | 136,501 | | | | — | | | | (2,252,933 | ) |
Matson Money Fixed Income VI Portfolio | | | 120,028 | | | | — | | | | (30,726 | ) | | | 640,244 | |
27
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (concluded)
August 31, 2020
The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes. Short-term and foreign currency gains, if applicable, are reported as ordinary income for federal income tax purposes.
The Portfolios are permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses. As of August 31, 2020, the Matson Money Fixed Income VI Portfolio had $30,726 in capital loss carryforwards.
The tax character of distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:
| | | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | |
Matson Money U.S. Equity VI Portfolio | 2020 | | $ | 221,900 | | | $ | 1,274,710 | | | $ | 1,496,610 | |
| 2019 | | | 212,548 | | | | 1,279,932 | | | | 1,492,480 | |
Matson Money International Equity VI Portfolio | 2020 | | | 428,978 | | | | 463,929 | | | | 892,907 | |
| 2019 | | | 279,032 | | | | 304,644 | | | | 583,676 | |
Matson Money Fixed Income VI Portfolio | 2020 | | | 496,143 | | | | — | | | | 496,143 | |
| 2019 | | | 649,922 | | | | 5,379 | | | | 655,301 | |
Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
6. | New Accounting Pronouncements AND REGULATORY UPDATES |
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Portfolios’ financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
Management has evaluated the impact of all subsequent events on the Portfolios through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.
28
MATSON MONEY VI PORTFOLIOS
Report of Independent Registered Public Accounting Firm
To the Board of Directors of The RBB Fund, Inc. and Shareholders of Matson Money U.S. Equity VI Portfolio, Matson Money International Equity VI Portfolio and Matson Money Fixed Income VI Portfolio
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Matson Money U.S. Equity VI Portfolio, Matson Money International Equity VI Portfolio and Matson Money Fixed Income VI Portfolio (the “Funds”), three separately managed portfolios of The RBB Fund, Inc., as of August 31, 2020, the related statements of operations for the year ended August 31, 2020, the statements of changes in net assets for each of the two years in the period ended August 31, 2020, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of August 31, 2020, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended August 31, 2020 and each of the financial highlights for each of the five years in the period ended August 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinions
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks 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 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. Our procedures included confirmation of securities owned as of August 31, 2020 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinions.
Philadelphia, Pennsylvania
October 27, 2020
We have served as the auditor of one or more Matson Money, Inc. investment companies since 2008.
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MATSON MONEY VI PORTFOLIOS
Shareholder Tax Information
(Unaudited)
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2020 were as follows:
| | Ordinary Income | | | Long-Term Gains | | | Total | |
Matson Money U.S. Equity VI Portfolio | | $ | 221,900 | | | $ | 1,274,710 | | | $ | 1,496,610 | |
Matson Money International Equity VI Portfolio | | | 428,978 | | | | 463,929 | | | | 892,907 | |
Matson Money Fixed Income VI Portfolio | | | 496,143 | | | | — | | | | 496,143 | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
The percentage of total ordinary income dividends qualifying for the 15% dividend income tax rate is 100% for the Matson Money U.S. Equity VI Portfolio and 96.85% for the Matson Money International Equity VI Portfolio.
The percentage of total ordinary dividends qualifying for the corporate dividends received deduction is 100% for the Matson Money U.S. Equity VI Portfolio.
The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is 44.84% for the Matson Money Fixed Income VI Portfolio.
Because each Portfolio’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Portfolios, if any. The Matson Money International Equity VI Portfolio passed through foreign tax credits of $39,759 and earned $491,607 of gross foreign source income during the fiscal year.
In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Portfolios.
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MATSON MONEY VI PORTFOLIOS
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Portfolios use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Portfolios voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling Matson Money VI Portfolios at (866) 780-0357, ext. 3863 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Matson Money VI Portfolios Approval of Investment Advisory Agreements
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between Matson Money and the Company (the “Investment Advisory Agreement”) on behalf of the Matson Money U.S. Equity VI Portfolio, Matson Money International Equity VI Portfolio and Matson Money Fixed Income VI Portfolio (for this section only, each a “Portfolio” and collectively the “Portfolios”), at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Matson Money with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement between the Company and Matson Money with respect to the Portfolios, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Matson Money’s services provided to the Portfolios; (ii) descriptions of the experience and qualifications of Matson Money’s personnel providing those services; (iii) Matson Money’s investment philosophies and processes; (iv) Matson Money’s assets under management and client descriptions; (v) Matson Money’s current advisory fee arrangements with the Company and other similarly managed clients; (vi) Matson Money’s compliance procedures; (vii) Matson Money’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Portfolios; (viii) the extent to which economies of scale are relevant to the Portfolios; (ix) a report prepared by Broadridge/Lipper comparing each Portfolio’s management fees and total expense ratio to those of its respective Lipper Group and comparing the performance of each Portfolio to the performance of its respective Lipper Group; and (x) a report comparing the performance of each Portfolio to the performance of its primary and composite benchmarks.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Matson Money. The Directors concluded that Matson Money had substantial resources to provide services to the Portfolios and that Matson Money’s services had been acceptable.
The Directors also considered the investment performance of the Portfolios and Matson Money. Information on the Portfolios’ investment performance was provided for the since inception and for one, three- and five-year periods, as applicable, and for the quarter ended March 31, 2020. The Directors considered the Portfolios’ investment performance in light of their investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Portfolios as compared to their respective benchmarks and Lipper Groups was acceptable.
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MATSON MONEY VI PORTFOLIOS
Other Information (Concluded)
(Unaudited)
In reaching this conclusion, the Directors noted the Matson Money U.S. Equity VI Portfolio had underperformed its benchmark for the year-to-date and one-, three-, five-, and since inception periods ended March 31, 2020. The Directors also noted that the Matson Money U.S. Equity VI Portfolio ranked in the 5th quintile in its Performance Group for the one-year, two-year, three-year, four-year and five-year periods ended December 31, 2019.
The Directors also considered that the Matson Money International Equity VI Portfolio had underperformed its benchmark for the year-to-date and one-, three-, five-, and since inception periods ended March 31, 2020. The Directors also noted that the Matson Money International Equity VI Portfolio ranked in the 1st quintile in its Performance Group for the four-year period ended December 31, 2019.
Finally, the Directors noted the Matson Money Fixed Income VI Portfolio had underperformed its benchmark for the year-to-date and one-, three-, five-, and since inception periods ended March 31, 2020. The Directors also noted that the Matson Money Fixed Income VI Portfolio ranked in the 2nd quintile in its Performance Group for the two-year period ended December 31, 2019.
The Board also considered the advisory fee rates payable by the Portfolios under the Investment Advisory Agreement. In this regard, information on the fees paid by the Portfolios and the Portfolios’ total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms.
The Directors noted that the actual advisor fee of the Matson Money U.S. Equity VI Portfolio ranked in the 2nd quintile of the Portfolio’s Lipper Expense Group, and that the total expenses of the Portfolio ranked in the 5th quintile of its Lipper Expense Group.
The Directors noted that the actual advisor fee of the Matson Money International Equity VI Portfolio ranked in the 2nd quintile of the Portfolio’s Lipper Expense Group, and that the total expenses of the Portfolio ranked in the 5th quintile of its Lipper Expense Group.
The Directors noted that the actual advisor fee of the Matson Money Fixed Income VI Portfolio ranked in the 2nd quintile of the Portfolio’s Lipper Expense Group, and that the total expenses of the Portfolio ranked in the 4th quintile of its Lipper Expense Group.
In addition, the Directors noted that Matson Money had contractually agreed to waive management fees and reimburse expenses through at least February 28, 2021 to limit total annual operating expenses to agreed upon levels for the Matson Money U.S. Equity VI Portfolio, Matson Money International Equity VI Portfolio, and Matson Money Fixed Income VI Portfolio.
After reviewing the information regarding the Portfolios’ costs, profitability and economies of scale, and after considering Matson Money’s services, the Directors concluded that the investment advisory fees paid by the Portfolios were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one year period ending August 16, 2021.
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MATSON MONEY VI PORTFOLIOS
Liquidity Risk Management Program
(Unaudited)
The Company has adopted and implemented a Liquidity Risk Management Program (the “Company Program”) as required by rule 22e-4 under the Investment Company Act of 1940. In accordance with the Company Program, the Adviser has adopted and implemented a liquidity risk management program (the “Adviser Program” and together with the Company Program, the “Programs”) on behalf of the Matson Money Fixed Income VI Portfolio, Matson Money U.S. Equity VI Portfolio and Matson Money International Equity VI Portfolio (each a “Portfolio” and together, the “Portfolios”). The Programs seek to assess, manage and review each Portfolio’s Liquidity Risk. “Liquidity Risk” is defined as the risk that a Portfolio could not meet requests to redeem shares issued by the Portfolio without significant dilution of remaining investors’ interest in the Portfolio.
The Board has appointed Vigilant Compliance, LLC (“Vigilant”) as the program administrator for the Company Program and the Adviser as the program administrator for the Company Program. The Adviser has delegated oversight of the Adviser Program to its Liquidity Risk Committee, whose process of monitoring and determining the liquidity of each Portfolio’s investments is supported by one or more third-party vendors.
At meetings held during the fiscal period, the Board and its Investment and Liquidity Risk Committee received and reviewed a written report (the “Report”) of Vigilant and the Adviser concerning the operation of the Programs for the period from December 1, 2018 to December 31, 2019 (the “Period”). The Report summarized the operation of the Programs and the information and factors considered by Vigilant and the Adviser in reviewing the adequacy and effectiveness of the implementation of the Programs with respect to each Portfolio. Such information and factors included, among other things: (i) the methodology used to classify the liquidity of each Fund’s portfolio investments and the Adviser’s assessment that each Portfolio’s strategy remained appropriate for an open-end mutual fund; (ii) that each Portfolio held primarily highly liquid assets (investments that the Portfolio anticipates can be converted to cash within 3 business days or less in current market conditions without significantly changing their market value); (iii) that none of the Portfolios required the establishment of a highly liquid investment minimum and the methodology for that determination; (iv) confirmation that none of the Portfolios had breached the 15% maximum illiquid security threshold (investments that cannot be sold or disposed of in seven days or less in current market conditions without the sale of the investment significantly changing the market value of the investment) and the procedures for monitoring compliance with the limit; (v) that the processes, technologies and third-party vendors used to assess, manage, and/or periodically review each Portfolio’s Liquidity Risk functioned appropriately during the Period; and (vi) that the Programs operated adequately during the Period. The Report also indicated that there were no material changes made to the Programs during the Period.
Based on the review, the Report concluded that the Programs were being implemented effectively and reasonably designed to assess and manage Liquidity Risk in each Portfolio’s portfolio.
There can be no assurance that the Company Program or the Adviser Program will achieve its objectives under all circumstances in the future. Please refer to the Portfolios’ prospectus for more information regarding a Fund’s exposure to liquidity risk and other risks to which it may be subject.
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MATSON MONEY VI PORTFOLIOS
Company Management
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling 866-780-0357, ext. 3863.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios) (registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
34
MATSON MONEY VI PORTFOLIOS
Company Management (Continued)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present 1991 to present | Since 2002, Senior Director - Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
35
MATSON MONEY VI PORTFOLIOS
Company Management (CONTINUED)
(Unaudited)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
36
MATSON MONEY VI PORTFOLIOS
Company Management (Concluded)
(Unaudited)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
37
MATSON MONEY VI PORTFOLIOS
Privacy Notice
(Unaudited)
FACTS | WHAT DO THE MATSON MONEY VI PORTFOLIOS DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Matson Money VI Portfolios choose to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your personal information | Do the Matson Money VI Portfolios share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | Yes | No |
For our affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share. |
For our affiliates to market to you | No | We don’t share. |
For nonaffiliates to market to you | No | We don’t share. |
Questions? | Call (866) 780-0357 Ext. 3863 or go to www.MatsonMoney.com |
38
MATSON MONEY VI PORTFOLIOS
Privacy Notice (Concluded)
(Unaudited)
What we do |
| |
How do the Matson Money VI Portfolios protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How do the Matson Money VI Portfolios collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include McGriff Video Productions and Matson Money, Inc. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Matson Money VI Portfolios don’t share with nonaffiliates so they can market to you. The Portfolios may share information with nonaffiliates that perform marketing services on our behalf. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Matson Money VI Portfolios may share your information with other financial institutions with whom we have joint marketing arrangements who may suggest additional fund services or other investment products which may be of interest to you. |
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Investment Adviser
Matson Money, Inc.
5955 Deerfield Blvd.
Mason, OH 45040
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1800
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
MMFI-AR20
ANNUAL
report 2020
MFAM Funds
Series of The RBB Fund, Inc.
8/31/20
MFAM Global Opportunities Fund | |
MFAM Mid-Cap Growth Fund | |
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-888-863-8803.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1-888-863-8803 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Funds.
MFAM Global Opportunities Fund (FOOLX) | |
MFAM Mid-Cap Growth Fund (TMFGX) | |
Table of Contents | |
| |
Letter to Shareholders | 1 |
Portfolio Characteristics | 5 |
Fund Expense Examples | 10 |
Schedules of Investments | 12 |
Financial Statements | 19 |
Notes to Financial Statements | 29 |
Report of Independent Registered Public Accounting Firm | 42 |
Shareholder Tax Information | 43 |
Notice to Shareholders | 44 |
Directors and Officers | 49 |
MFAM FUNDS
Letter to Shareholders
AUGUST 31, 2020 (Unaudited)
| |
Bryan Hinmon Chief Investment Officer, MFAM Funds | |
“The real voyage of discovery consists not of seeking new landscapes but in having new eyes.”
— Marcel Proust
Dear Fellow Shareholder,
There is no more appropriate place to start than wishing you and your family safety and peace in these unprecedented times. A global pandemic, ongoing social injustice, widespread shutdowns, and natural disasters are interacting to make life really, really hard. At times over the past few months, it has felt as if every aspect of the human condition is under assault simultaneously.
If there is any silver lining, it may be that everyone shares in these challenges. Sure, misery loves company. But when put in challenging situations, we find a way to unite and carry on, mustering the strength and energy to lead the world toward progress. As we execute our investing strategy on your behalf, we hope to contribute, in some small way, toward making the small corner of your life we touch easier.
MARKET COMMENTARY AND RESULTS
The stock market appreciated at a strong clip through the first five and a half months of the fiscal year (ended Aug. 31, 2020). Recent relative performance trends in market capitalization and style factors held during the fiscal year. Entering late February, large-cap U.S. stocks were up more than 16%, ahead of mid-cap U.S. stocks and small-cap US stocks, up 12% and 11%, respectively. But as the spread of COVID-19 in the U.S. worsened and government-imposed economic restrictions took hold, stocks went into freefall. By the third week of March, large-cap U.S. stocks were down 22%, mid-cap U.S. stocks 35%, and small-cap U.S. stocks 34%.1 The declines were dramatic and swift, with daily volatility reflecting the reality of economic stress and diminished business solvency around the world.
The staggering fall brought nearly every equity investing style to its knees. In what felt like the blink of an eye, growth stocks went from being up over 20% to down more than 17%. Value stocks went from up 12% to down more than 30%. The story was the same for minimum volatility, high dividend yield, and momentum factors.2
Investors seeking safety outside the U.S. found none. Foreign stocks went from up 11% to down 26%. Latin American stocks were hit particularly hard, as their 6% gain turned into a 48% loss. 3
In short, all stock categories were off to a great first half of the fiscal year, only to fall 40 to 50 percentage points in most cases. Volatility like this is a feature, not a bug, of markets. Prices reflect a discounting of the future, and the future was heading rapidly in a new and uncharted direction.
Then things began to turn. Unprecedented fiscal and monetary response showed an understanding of the gravity of the economic toll of the crisis. Pharmaceutical and biotechnology companies demonstrated incredible effort to research therapeutics and vaccines. Companies with white-collar workforces began to adapt and figure out how to work from home. Eventually, data on company-specific operations began to show the magnitude of weakness -- and even occasional pockets of strength. Still deep in COVID-19 case growth, a rising death toll, and massive unemployment, the faint outline of life beyond the pandemic began to take shape. Markets quickly moved past the challenged present and looked ahead, discounting for a more normal future.
By the end of August, most categories of stocks had returned to positive trailing-12-month returns, but the gains were not evenly spread out. Large-cap U.S. stocks gained nearly 22% for the fiscal year, while mid-cap U.S. stocks gained 4% and small-cap U.S. stocks lost less than 1%. Growth stocks outperformed value stocks during the fiscal year by a shocking margin: 44% to 1%.
1 | Large-cap U.S. stocks are represented by the iShares Core S&P 500 ETF, mid-cap U.S. stocks by the iShares Core S&P Mid-Cap ETF, and small-cap U.S. stocks by the iShares Core S&P Small-Cap ETF. |
2 | Growth stocks are represented by the iShares Russell 1000 Growth ETF, value stocks by the iShares Russell 1000 Value ETF, minimum-volatility by the iShares USA Min Vol Factor ETF, high-dividend-yield stocks by the iShares Core High Dividend ETF, and momentum stocks by the iShares MSCI USA Momentum Factor ETF. |
3 | Foreign stocks are represented by the iShares Core MSCI Total International ETF, and Latin American stocks by the iShares Latin America 40 ETF. |
MFAM FUNDS
Letter to Shareholders (continued)
AUGUST 31, 2020 (Unaudited)
Momentum returned greater than 28%, while minimum-volatility stocks advanced 4% and high-dividend stocks were down 5%. Foreign stocks finished the fiscal year with an 8% gain, led by Chinese stocks, which advanced by nearly 36%.4 Latin American stocks had a weak recovery and finished the fiscal year still down over 25%.
Amidst the whipsaw, our investing results were admirable. For the fiscal year, the MFAM Global Opportunities Fund returned 25.49%, versus 15.94% for its benchmark. The MFAM Mid-Cap Growth Fund returned 28.56%, versus its benchmark’s 23.56%.5
The MFAM Global Opportunities Fund’s returns were driven by strong individual stock selection, a modest overweight to large-cap stocks relative to its benchmark, a near doubling of the benchmark’s exposure to emerging Asia-Pacific markets, and a dramatic underweight to developed European markets. As you know, we aren’t macro-driven investors. Rather, we sift through companies one by one for potential investments, compare them to alternatives across the globe, and build a cohesive portfolio of special businesses. This bottom-up methodology resulted in the mentioned positioning. Our focus on businesses with a strong future, what we call trajectory, leads us to invest in businesses that we believe can grow and press their advantages and unique business models. Many of these businesses are classified as growth stocks, which, as noted, performed exceptionally well during the fiscal year.
The MFAM Mid-Cap Growth Fund’s returns were driven predominantly by stock selection. This benefit was enough to overcome a nontrivial underweighting of the information technology sector, which was the best-performing and largest sector by far in the fund’s benchmark index, as well as skewing smaller than its benchmark in the size factor. With only 30 or so holdings in the fund, stock selection is by design likely to be a main driver of its returns during most periods. Our approach to investing -- building focused portfolios of quality growth businesses -- casts aside most potential investments and saves capital commitments for businesses we believe have the financial strength and structural demand characteristics to sail through unexpected macro events and compound for high rates of return for years.
NEW EYES
The introductory quote from Marcel Proust has many interpretations. From an investing perspective, the purest landscape we know is that businesses are worth the present value of their future cash flows. An investor who understands that truth, purchases those cash flows reasonably, and sticks around to capture the spoils can earn a high rate of return. Investing may seem simple in that respect. However, the pursuit of great returns is popular and the investing landscape well understood. Investors must adapt -- a situation that often invokes Goodhart’s Law.
Charles Goodhart was a British economist and academic, and his law simplifies to this: Once a measure becomes a target, it ceases to become a good measure. For example, during the British rule of India, in an attempt to eliminate the population of venomous snakes, citizens were rewarded for handing in dead cobras. You may not be surprised to know that, soon, many in India were breeding cobras. Goodhart’s Law teaches us that good, sensible programs only last so long before they become adulterated and don’t work.
We see examples of Goodhart’s Law all the time in the investing world. For investors looking to earn strong returns for a long time, they need curious eyes to see the landscape just a bit differently -- in a way that isn’t perhaps widely appreciated. We must evolve before unintended consequences bite us.
In the days of Ben Graham, a famous professor widely regarded as the father of value investing, this pursuit of a new view of the investing landscape simply meant hunting for information about asset values in relation to price. Acquiring updated data often offered investors a fresh perspective and a view that others failed to appreciate. As information became more ubiquitous, that advantage fell away. New eyes, however, could see that informational advantages still existed in the small-cap landscape, where traditional stock coverage was sparse. Enterprising analysts could build relationships with small management teams, form unique insights, and invest accordingly. Regulations soon made uneven information flow illegal, and new eyes were again necessary to outperform.
4 | Chinese stocks are represented by the iShares MSCI China ETF. |
5 | Returns are for the investor share class, net of fees and expenses. The benchmark of the MFAM global Opportunities Fund is the FTSE Global All Cap Net Tax Index. The benchmark of the MFAM Mid Cap Growth Fund is the Russell Midcap Growth Index. |
MFAM FUNDS
Letter to Shareholders (continued)
AUGUST 31, 2020 (Unaudited)
Several years ago, our team realized that business models had changed, such that more and more companies were investing through their income statement to amass technical and creative talent, build platforms, and rapidly acquire massive customer bases. This approach had the effect of depressing profitability in exchange for sales growth and deeper relationships with customers in the future. Companies that adopted this model appeared to be statistically expensive and value destructive, while in reality they were often underappreciated, high-quality investments with fantastic supernormal growth potential.
This observation represented our new eyes several years ago, but today, it seems to be entirely appreciated. The current landscape seems to be favorable for any company that is growing. The return dispersion of the Russell 1000 growth and value indexes during the fiscal year tells the story clearly: Growth returned 44% and value returned 1%.
There seems to be little distinction between companies that are telling a story about growth and those that are truly creating value. It can be difficult to discern the companies that will have robust medium- and long-term cash flows and those that can outdo their lofty embedded expectations. We can’t help seeing cobra breeders starting to pop up in the initial-offering market and special-purpose acquisition companies. New eyes today require a parsing of the growing company landscape. In our view, the critical analysis resides in two areas: defensible barriers to entry and fanatical customers. These are the areas we will be focusing on with new eyes to avoid being caught on the wrong side of Goodhart’s Law.
Thank you for your continued trust.
Onward,
Bryan Hinmon
Chief Investment Officer, MFAM Funds
MFAM FUNDS
Letter to Shareholders (Concluded)
AUGUST 31, 2020 (Unaudited)
Past performance does not guarantee future results. There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal. Securities in a Fund may not match those in an index and performance of the Fund will be different. You cannot invest directly into an index.
The Letter to Shareholders seeks to describe some of the Adviser’s current opinions and views of the financial markets. Although the Adviser believes it has a reasonable basis for any opinions or views expressed, actual results may differ, sometimes significantly so, from those expected or expressed. The securities held by the Funds that are discussed in the Letter to Shareholders were held during the period covered by the annual report. They do not comprise the entire investment portfolio of the Funds, may be sold at any time, and may no longer be held by the Funds. The opinions of the Adviser with respect to those securities may change at any time.
New to investing? Reading your first mutual fund annual report? Welcome! Here are some important things you need to know. Mutual fund investing offers many potential benefits. But there also are risks. Financial gain is not guaranteed when it comes to investing in equity securities. It’s possible to lose money, including your principal — especially during the short term. We focus on the stocks of high quality businesses. Even the best businesses in the world fall in price — and sometimes a lot. Over the longer term, stock prices usually reflect business values, but the relationship is much more tenuous in the short term. We also construct focused portfolios. This means we’re likely to own far fewer securities than are in the “market” or our benchmark. This could result in higher volatility or performance that is worse from the market and benchmark. To be fair, it could also result in lower volatility and performance that is better. Our funds may invest in foreign companies and in companies with small market capitalization. There are certain risks associated with these types of investments. The risks are described on pages 5 and 8 of this report. Additional risk information is provided in section 2 of the Notes to Financial Statements. |
MFAM Global Opportunities Fund
Portfolio Characteristics
(Unaudited)
Average Annual Total Returns for the periods ended AUGUST 31, 2020 |
| One Year | Five Years | TEN YEARS | Since Inception | Inception Date |
Investor Shares* | 25.49% | 14.96% | 13.25% | 13.90% | 6/16/2009 |
Institutional Shares* | 25.64% | 15.13% | N/A | 12.02% | 6/17/2014 |
FTSE Global All Cap Net Tax Index** | 15.94% | 10.26% | 10.24% | —(1) | — |
Fund Expense Ratios(2): Investor Shares: Gross 1.11% and Net 1.10%; Institutional Shares: Gross 0.99% and Net 0.95% |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.mfamfunds.com. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.
(1) | The index returned 10.82% from the inception date of the Investor Shares and 7.47% from the inception date of the Institutional Shares. |
(2) | The expense ratios of the Fund are set forth according to the December 31, 2019 Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the Financial Highlights for more current expense ratios. |
* | The MFAM Global Opportunities Fund operated as a series of The Motley Fool Funds Trust (the “Predecessor Fund”) prior to December 21, 2016 at which time the Predecessor Fund was reorganized into the Fund. The performance shown for periods prior to December 21, 2016 represents the performance of the Predecessor Fund. These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. |
** | The FTSE Global All Cap Net Tax Index is a market-capitalization weighted index representing the performance of large, mid and small cap companies in Developed and Emerging markets. The index is comprised of approximately 7,900 securities from 49 countries and captures 98% of the world’s investable market capitalization. Fair value prices and foreign exchange as of 4 pm ET are used in the calculation of this index, and returns are adjusted for withholding taxes applicable to dividends received by a U.S. Regulated Investment Company domiciled in the United States. The index is unmanaged and not available for direct investments. Its performance does not reflect deductions for fees, expenses or taxes. |
MFAM Global Opportunities Fund
Portfolio Characteristics (Continued)
(Unaudited)
The investment objective of the MFAM Global Opportunities Fund is to achieve long-term capital appreciation, and it pursues this objective by investing primarily in common stocks of companies located anywhere in the world. The Fund seeks long-term growth by identifying and acquiring securities of companies that are, in the view of Motley Fool Asset Management, LLC (the “Adviser”), high quality. To identify these high-quality businesses, the Adviser engages in research to evaluate each company under consideration using four criteria: management, culture, and incentives; the economics of the business; competitive advantage; and trajectory. The Adviser’s approach prizes a long-term mindset and a balance of qualitative and quantitative factors.
The Fund will invest in areas of the market, that, in the view of the Adviser, offer the greatest potential for long-term capital appreciation, and it does not attempt to match the allocations of its benchmark. As such, significant deviation from the benchmark is expected from time to time, especially over shorter time frames.
The allocations to various sectors, countries, or any other macro-economic designation, are the byproduct of rigorous bottom-up analysis rather than an intentional top-down opinion of asset classes. While market conditions are constantly changing, exposure to equity market risk is needed to consistently achieve equity-like returns.
The following tables show the top ten holdings, sector allocations, and top ten countries in which the Fund was invested in as of August 31, 2020. Portfolio holdings are subject to change without notice.
Top Ten Holdings | % OF NET Assets |
Amazon.com, Inc. | 7.5% |
SoftBank Group Corp. | 5.7 |
Mastercard, Inc., Class A | 5.6 |
MercadoLibre, Inc. | 5.2 |
Atlassian Corp., PLC, Class A | 4.4 |
Medtronic PLC | 4.0 |
Watsco, Inc. | 4.0 |
PayPal Holdings, Inc. | 3.3 |
Alibaba Group Holding Ltd., SP ADR | 3.1 |
Everbridge, Inc. | 3.1 |
| 45.9% |
MFAM Global Opportunities Fund
Portfolio Characteristics (Concluded)
(Unaudited)
The MFAM Global Opportunities Fund uses the Global Industry Classification StandardSM (“GICS SM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”). We believe that this makes the SOI classifications more standard with the rest of the industry.
Sector Allocation | % OF Net Assets |
Information Technology | 28.8% |
Consumer Discretionary | 21.8 |
Communication Services | 15.3 |
Industrials | 10.8 |
Real Estate | 7.9 |
Health Care | 6.6 |
Financials | 5.3 |
Consumer Staples | 2.4 |
| 98.9% |
Top ten Countries | % OF Net Assets |
United States* | 56.1% |
China | 7.6 |
Japan | 6.3 |
Argentina | 5.2 |
Australia | 4.4 |
Ireland | 4.0 |
Taiwan | 2.7 |
Indonesia | 2.2 |
South Korea | 1.9 |
India | 1.9 |
| 92.3% |
* | As of the date of this report, the Fund had a holding of 1.2% in the U.S. Bank Money Market Deposit Account. |
MFAM Mid-Cap Growth Fund
Portfolio Characteristics
(Unaudited)
Average Annual Total Returns for the periods ended AUGUST 31, 2020 |
| One Year | Five Years | Since Inception | Inception Date |
Investor Shares* | 28.56% | 13.22% | 13.78% | 11/1/2010 |
Institutional Shares* | 28.77% | 13.43% | 11.55% | 6/17/2014 |
Russell Midcap® Growth Index** | 23.56% | 14.94% | —(1) | — |
Fund Expense Ratios(2): Investor Shares: Gross 1.12% and Net 1.10%; Institutional Shares: Gross 0.98% and Net 0.95% |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained at www.mfamfunds.com. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.
(1) | The index returned 14.54% from the inception date of the Investor Shares and 12.95% from the inception date of the Institutional Shares. |
(2) | The expense ratios of the Fund are set forth according to the December 31, 2019 Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. See the Financial Highlights for more current expense ratios. |
* | The MFAM Mid-Cap Growth Fund operated as a series of The Motley Fool Funds Trust (the “Predecessor Fund”) prior to December 21, 2016 at which time the Predecessor Fund was reorganized into the Fund. The performance shown for periods prior to December 21, 2016 represents the performance of the Predecessor Fund. These returns reflect expense waivers by the Fund’s investment adviser. Without these waivers, returns would have been lower. |
** | The Russell Midcap® Growth Index measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap® Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell Midcap® Growth Index is constructed to provide a comprehensive and unbiased barometer of the mid-cap growth market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap growth market. |
The investment objective of the MFAM Mid-Cap Growth Fund is to achieve long-term capital appreciation, and it pursues this objective by investing primarily in common stocks of companies organized in the United States. The Fund seeks long-term growth by identifying and acquiring securities of companies that are, in the view of the Adviser, high quality. To identify these high-quality businesses, the Adviser engages in research to evaluate each company under consideration using four criteria: management, culture, and incentives; the economics of the business; competitive advantage; and trajectory. The Adviser’s approach prizes a long-term mindset and a balance of qualitative and quantitative factors.
MFAM Mid-Cap Growth Fund
Portfolio Characteristics (Concluded)
(Unaudited)
The Fund will invest in areas of the market, that, in the view of the Adviser, offer the greatest potential for long-term capital appreciation, and it does not attempt to match the allocations of its benchmark. As such, significant deviation from the benchmark is expected from time to time, especially over shorter time frames.
The allocations to various sectors, or any other macro-economic designation, are the byproduct of rigorous bottom-up analysis rather than an intentional top-down opinion of asset classes. While market conditions are constantly changing, exposure to equity market risk is needed to consistently achieve equity-like returns. The Adviser views its time as best spent focused on evaluating businesses and seeking to minimize company-specific risk in order to pursue its objective of long-term capital appreciation.
Although the MFAM Mid-Cap Growth Fund may invest in companies with any market capitalization, the Adviser expects that investments in the securities of companies having smaller- and mid-market capitalizations will be important components of the Fund’s investment program. Investments in securities of these companies may involve greater risk than do investments in larger, more established companies. Small- and mid-cap stocks tend to be more volatile and less liquid than their large-cap counterparts.
The following tables show the top ten holdings, and sector allocations in which the Fund was invested in as of August 31, 2020. Portfolio holdings are subject to change without notice.
Top ten Holdings | % OF Net Assets |
Splunk, Inc. | 6.9% |
Watsco, Inc. | 5.5 |
Teladoc, Inc. | 5.2 |
Cooper Companies, Inc. (The) | 4.9 |
SBA Communications Corp. | 4.7 |
Church & Dwight Co., Inc. | 4.7 |
Everbridge, Inc. | 4.6 |
XPO Logistics, Inc. | 4.6 |
ResMed, Inc. | 4.3 |
Tyler Technologies, Inc. | 4.0 |
| 49.4% |
The MFAM Mid-Cap Growth Fund uses the Global Industry Classification StandardSM (“GICS SM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”). We believe that this makes the SOI classifications more standard with the rest of the industry.
Sector Allocation | % OF Net Assets |
Information Technology | 29.5% |
Health Care | 20.1 |
Industrials | 17.0 |
Consumer Discretionary | 11.1 |
Real Estate | 9.5 |
Consumer Staples | 6.6 |
Financials | 4.7 |
| 98.5% |
mfam Funds
Fund Expense Examples
AUGUST 31, 2020 (Unaudited)
As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory fees and other Fund expenses. These examples are intended to help you to understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 to August 31, 2020, and held for the entire period.
Actual Expenses
The first section of the accompanying tables provide information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred 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 first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.
Hypothetical EXAMPLES for Comparison Purposes
The second section of the accompanying tables provide information about hypothetical account values and hypothetical expenses based on each 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. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are provided to enable you to compare the ongoing costs of investing in the Fund as compared to the costs of investing in other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second section of the accompanying tables are 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.
Do you know how many times a fund, or the market, has returned a smooth 5% over a long period of time? Never. But we have to pick some example. In reality, the market’s returns are always far bumpier, with the market returning 20% one year, followed by a loss of 10% the next year, followed by a 3% gain, etc. These variations affect actual expenses as well. Happily, over almost all time periods of 20 years or longer, according to the research of University of Pennsylvania’s Jeremy Siegel and others, the domestic market’s returns have been at least 5% per year on average. |
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period(1) | Annualized Expense Ratio(2) | Actual Six-Month Total Investment Returns for the Funds |
MFAM Global Opportunities Fund | | | | |
Actual | | | | | |
Investor Shares | $ 1,000.00 | $ 1,239.40 | $5.85 | 1.04% | 23.94% |
Institutional Shares | 1,000.00 | 1,240.00 | 5.35 | 0.95 | 24.00 |
Hypothetical (5% return before expenses) | | | | | |
Investor Shares | $ 1,000.00 | $ 1,019.91 | $5.28 | 1.04% | N/A |
Institutional Shares | 1,000.00 | 1,020.36 | 4.82 | 0.95 | N/A |
mfam Funds
Fund Expense Examples (Concluded)
AUGUST 31, 2020 (Unaudited)
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period(1) | Annualized Expense Ratio(2) | Actual Six-Month Total Investment Returns for the Funds |
MFAM Mid-Cap Growth Fund | | | | |
Actual | | | | | |
Investor Shares | $ 1,000.00 | $ 1,190.20 | $5.84 | 1.06% | 19.02% |
Institutional Shares | 1,000.00 | 1,191.10 | 5.23 | 0.95 | 19.11 |
Hypothetical (5% return before expenses) | | | | | |
Investor Shares | $ 1,000.00 | $ 1,019.81 | $5.38 | 1.06% | N/A |
Institutional Shares | 1,000.00 | 1,020.36 | 4.82 | 0.95 | N/A |
(1) | Expenses are equal to each Fund’s annualized expense ratio for the period March 1, 2020 to August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one-half year period. Each Fund’s ending account value in the first section of the tables are based on the actual six-month total investment return for the Fund. |
(2) | These ratios reflect expenses waived by the Funds’ investment adviser. Without these waivers, the Funds’ expenses would have been higher and the ending account values would have been lower. |
MFAM Global Opportunities Fund
Schedule of Investments
AUGUST 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | |
Common Stocks — 98.9% | | | | | | | | |
Aerospace & Defense — 2.3% | | | | | | | | |
Axon Enterprise, Inc. (United States)(a)* | | | 150,000 | | | $ | 12,852,000 | |
Banks — 2.7% | | | | | | | | |
Bank of Georgia Group PLC (Georgia) | | | 293,132 | | | | 3,636,432 | |
Credicorp Ltd. (Peru)(a) | | | 5,000 | | | | 652,400 | |
HDFC Bank., Ltd., ADR (India) | | | 210,700 | | | | 10,450,720 | |
| | | | | | | 14,739,552 | |
Capital Markets — 1.2% | | | | | | | | |
Brookfield Asset Management, Inc., Class A (Canada) | | | 150,000 | | | | 5,061,000 | |
Georgia Capital PLC (Georgia)* | | | 310,817 | | | | 1,609,517 | |
| | | | | | | 6,670,517 | |
Consumer Finance — 0.5% | | | | | | | | |
Gentera SAB de CV (Mexico) | | | 8,550,000 | | | | 2,801,549 | |
Diversified Financial Services — 0.8% | | | | | | | | |
Banco Latinoamerico de Comercio Exterior SA, Class E (Panama) | | | 379,029 | | | | 4,616,573 | |
Electronic Equipment, Instruments & Components — 2.9% | | | | | | | | |
IPG Photonics Corp. (United States)* | | | 72,000 | | | | 11,644,560 | |
Lagercrantz Group AB, Class B (Sweden) | | | 29,296 | | | | 611,799 | |
NLight, Inc. (United States)* | | | 155,000 | | | | 3,620,800 | |
| | | | | | | 15,877,159 | |
Entertainment — 1.8% | | | | | | | | |
Vivendi SA (France) | | | 345,000 | | | | 9,822,011 | |
Equity Real Estate Investment Trusts (REITs) — 6.9% | | | | | | | | |
American Tower Corp. (United States) | | | 45,000 | | | | 11,211,750 | |
Equinix, Inc. (United States) | | | 20,000 | | | | 15,795,600 | |
SBA Communications Corp. (United States) | | | 35,500 | | | | 10,865,485 | |
| | | | | | | 37,872,835 | |
Food & Staples Retailing — 1.5% | | | | | | | | |
Costco Wholesale Corp. (United States) | | | 23,000 | | | | 7,996,180 | |
Food Products — 0.9% | | | | | | | | |
Nippon Indosari Corpindo Tbk PT (Indonesia) | | | 63,110,600 | | | | 5,135,524 | |
See Notes to Financial Statements.
MFAM Global Opportunities Fund
Schedule of Investments (continued)
AUGUST 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | |
Common Stocks (continued) | | | | | | | | |
Health Care Equipment & Supplies — 6.1% | | | | | | | | |
Medtronic PLC (Ireland) | | | 205,272 | | | $ | 22,060,582 | |
ResMed, Inc. (United States) | | | 64,000 | | | | 11,569,920 | |
| | | | | | | 33,630,502 | |
Health Care Providers & Services — 0.0% | | | | | | | | |
NMC Health PLC (United Arab Emirates)(b) | | | 485,482 | | | | 97,346 | |
Hotels, Restaurants & Leisure — 4.7% | | | | | | | | |
Starbucks Corp. (United States) | | | 195,000 | | | | 16,471,650 | |
Yum China Holdings, Inc. (China) | | | 160,751 | | | | 9,276,940 | |
| | | | | | | 25,748,590 | |
Interactive Media & Services — 5.5% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 9,024 | | | | 14,746,841 | |
Tencent Holding Ltd. (China) | | | 225,600 | | | | 15,412,622 | |
| | | | | | | 30,159,463 | |
Internet & Direct Marketing Retail — 15.9% | | | | | | | | |
Alibaba Group Holding Ltd., SP ADR (China)* | | | 60,000 | | | | 17,221,800 | |
Amazon.com, Inc. (United States)* | | | 12,000 | | | | 41,411,520 | |
MercadoLibre, Inc. (Argentina)(a)* | | | 24,387 | | | | 28,498,404 | |
| | | | | | | 87,131,724 | |
IT Services — 8.9% | | | | | | | | |
Mastercard, Inc., Class A (United States) | | | 86,000 | | | | 30,804,340 | |
PayPal Holdings, Inc. (United States)* | | | 87,900 | | | | 17,943,906 | |
| | | | | | | 48,748,246 | |
Life Sciences Tools & Services — 0.5% | | | | | | | | |
Horizon Discovery Group PLC (United Kingdom)* | | | 2,128,373 | | | | 2,782,522 | |
Machinery — 0.5% | | | | | | | | |
Fanuc Corp. (Japan) | | | 16,000 | | | | 2,806,919 | |
Media — 2.1% | | | | | | | | |
Comcast Corp., Class A (United States) | | | 235,000 | | | | 10,530,350 | |
System1 Group PLC (United Kingdom) | | | 645,000 | | | | 1,120,869 | |
| | | | | | | 11,651,219 | |
See Notes to Financial Statements.
MFAM Global Opportunities Fund
Schedule of Investments (continued)
AUGUST 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | |
Common Stocks (continued) | | | | | | | | |
Multiline Retail — 1.2% | | | | | | | | |
Mitra Adiperkasa Tbk PT (Indonesia) | | | 146,430,000 | | | $ | 6,825,136 | |
Real Estate Management & Development — 1.1% | | | | | | | | |
Jones Lang LaSalle, Inc. (United States) | | | 56,000 | | | | 5,770,240 | |
Semiconductors & Semiconductor Equipment — 2.7% | | | | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR (Taiwan) | | | 183,900 | | | | 14,574,075 | |
Software — 14.4% | | | | | | | | |
Atlassian Corp., PLC, Class A (Australia)* | | | 126,000 | | | | 24,161,760 | |
Avalara, Inc. (United States)* | | | 40,000 | | | | 5,296,400 | |
Douzone Bizon Co., Ltd. (South Korea) | | | 124,798 | | | | 10,585,231 | |
Everbridge, Inc. (United States)(a)* | | | 113,500 | | | | 16,867,235 | |
Paycom Software, Inc. (United States)* | | | 37,000 | | | | 11,080,020 | |
Splunk, Inc. (United States)* | | | 52,000 | | | | 11,405,160 | |
| | | | | | | 79,395,806 | |
Trading Companies & Distributors — 6.2% | | | | | | | | |
Fastenal Co. (United States) | | | 248,000 | | | | 12,117,280 | |
Watsco, Inc. (United States)(a) | | | 90,000 | | | | 22,049,100 | |
| | | | | | | 34,166,380 | |
Transportation Infrastructure — 1.7% | | | | | | | | |
International Container Terminal Services, Inc. (Philippines) | | | 4,395,000 | | | | 9,501,560 | |
Wireless Telecommunication Services — 5.9% | | | | | | | | |
Safaricom PLC (Kenya) | | | 4,000,000 | | | | 1,104,665 | |
SoftBank Group Corp. (Japan) | | | 510,000 | | | | 31,546,709 | |
| | | | | | | 32,651,374 | |
Total Common Stocks (Cost $277,087,803) | | | | | | | 544,025,002 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 10.2% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.19% | | | 56,190,859 | | | | 56,190,859 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $56,190,859) | | | | | | | 56,190,859 | |
See Notes to Financial Statements.
MFAM Global Opportunities Fund
Schedule of Investments (concluded)
AUGUST 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | |
Short-Term Investments — 1.2% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05% (United States)(c) | | | 6,495,797 | | | $ | 6,495,797 | |
Total Short-Term Investments (Cost $6,495,797) | | | | | | | 6,495,797 | |
| | | | | | | | |
Total Investments (Cost $339,774,459) — 110.3% | | | | | | | 606,711,658 | |
Liabilities in Excess of Other Assets — (10.3)% | | | | | | | (56,752,909 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 18,294,026 shares outstanding) | | | | | | $ | 549,958,749 | |
* | Non-income producing security. |
ADR — American Depositary Receipt
PLC — Public Limited Company
SP ADR — Sponsored ADR
(a) | All or a portion of the security is on loan. At August 31, 2020, the market value of securities on loan was $55,165,930. |
(b) | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by or under the direction of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2020, these securities amounted to $97,346 or 0.0% of net assets. |
(c) | The rate shown is as of August 31, 2020. |
See Notes to Financial Statements.
MFAM Mid-Cap Growth Fund
Schedule of Investments
AUGUST 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | |
Common Stocks — 98.5% | | | | | | | | |
Aerospace & Defense — 2.6% | | | | | | | | |
Axon Enterprise, Inc. (United States)(a)* | | | 90,000 | | | $ | 7,711,200 | |
Air Freight & Logistics — 4.6% | | | | | | | | |
XPO Logistics, Inc. (United States)* | | | 150,000 | | | | 13,240,500 | |
Auto Components — 6.8% | | | | | | | | |
Gentex Corp. (United States) | | | 300,000 | | | | 8,115,000 | |
LCI Industries (United States) | | | 101,914 | | | | 11,580,487 | |
| | | | | | | 19,695,487 | |
Automobiles — 3.1% | | | | | | | | |
Thor Industries, Inc. (United States)(a) | | | 95,000 | | | | 8,970,850 | |
Banks — 0.9% | | | | | | | | |
SVB Financial Group (United States)* | | | 10,000 | | | | 2,553,800 | |
Electronic Equipment, Instruments & Components — 2.7% | | | | | | | | |
IPG Photonics Corp. (United States)(a)* | | | 49,500 | | | | 8,005,635 | |
Equity Real Estate Investment Trusts (REITs) — 6.9% | | | | | | | | |
SBA Communications Corp. (United States) | | | 45,000 | | | | 13,773,150 | |
STAG Industrial, Inc. (United States) | | | 195,000 | | | | 6,298,500 | |
| | | | | | | 20,071,650 | |
Food Products — 1.9% | | | | | | | | |
McCormick & Co., Inc. (United States) | | | 27,000 | | | | 5,567,400 | |
Health Care Equipment & Supplies — 10.4% | | | | | | | | |
Cooper Companies, Inc. (The) (United States) | | | 45,400 | | | | 14,272,852 | |
ResMed, Inc. (United States) | | | 68,500 | | | | 12,383,430 | |
Varian Medical Systems, Inc. (United States)* | | | 20,000 | | | | 3,473,400 | |
| | | | | | | 30,129,682 | |
Health Care Providers & Services — 1.9% | | | | | | | | |
HealthEquity, Inc. (United States)(a)* | | | 95,000 | | | | 5,460,600 | |
See Notes to Financial Statements.
MFAM Mid-Cap Growth Fund
Schedule of Investments (continued)
AUGUST 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | |
Common Stocks (continued) | | | | | | | | |
Health Care Technology — 7.8% | | | | | | | | |
Cerner Corp. (United States) | | | 105,000 | | | $ | 7,703,850 | |
Teladoc, Inc. (United States)(a)* | | | 70,000 | | | | 15,098,300 | |
| | | | | | | 22,802,150 | |
Household Products — 4.7% | | | | | | | | |
Church & Dwight Co., Inc. (United States) | | | 141,600 | | | | 13,569,528 | |
Insurance — 3.8% | | | | | | | | |
Brown & Brown, Inc. (United States) | | | 30,000 | | | | 1,392,000 | |
Markel Corp. (United States)* | | | 8,900 | | | | 9,672,787 | |
| | | | | | | 11,064,787 | |
IT Services — 2.6% | | | | | | | | |
Broadridge Financial Solutions, Inc. (United States) | | | 55,000 | | | | 7,557,000 | |
Machinery — 1.0% | | | | | | | | |
Proto Labs, Inc. (United States)(a)* | | | 20,000 | | | | 2,940,000 | |
Real Estate Management & Development — 2.6% | | | | | | | | |
Jones Lang LaSalle, Inc. (United States) | | | 73,500 | | | | 7,573,440 | |
Software — 24.2% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)* | | | 161,902 | | | | 9,693,073 | |
Avalara, Inc. (United States)* | | | 10,000 | | | | 1,324,100 | |
Everbridge, Inc. (United States)(a)* | | | 90,000 | | | | 13,374,900 | |
Paycom Software, Inc. (United States)* | | | 22,400 | | | | 6,707,904 | |
Paylocity Holding Corp. (United States(a)* | | | 49,241 | | | | 7,250,737 | |
Splunk, Inc. (United States)* | | | 92,000 | | | | 20,178,360 | |
Tyler Technologies, Inc. (United States)* | | | 34,000 | | | | 11,740,540 | |
| | | | | | | 70,269,614 | |
Specialty Retail — 1.3% | | | | | | | | |
Tractor Supply Co. (United States) | | | 24,800 | | | | 3,690,984 | |
See Notes to Financial Statements.
MFAM Mid-Cap Growth Fund
Schedule of Investments (concluded)
AUGUST 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | |
Common Stocks (continued) | | | | | | | | |
Trading Companies & Distributors — 8.7% | | | | | | | | |
Fastenal Co. (United States)(a) | | | 193,500 | | | $ | 9,454,410 | |
Watsco, Inc. (United States) | | | 65,000 | | | | 15,924,350 | |
| | | | | | | 25,378,760 | |
Total Common Stocks (Cost $141,267,534) | | | | | | | 286,253,067 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 15.0% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.19% | | | 43,597,005 | | | | 43,597,005 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $43,597,005) | | | | | | | 43,597,005 | |
| | | | | | | | |
Short-Term Investments — 1.7% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05% (United States)(b) | | | 4,880,903 | | | | 4,880,903 | |
Total Short-Term Investments (Cost $4,880,903) | | | | | | | 4,880,903 | |
| | | | | | | | |
Total Investments (Cost $189,745,442) — 115.2% | | | | | | | 334,730,975 | |
Liabilities in Excess of Other Assets — (15.2)% | | | | | | | (44,042,624 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 9,849,604 shares outstanding) | | | | | | $ | 290,688,351 | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2020, the market value of securities on loan was $43,617,386. |
(b) | The rate shown is as of August 31, 2020. |
See Notes to Financial Statements.
MFAM Funds
STATEMENTS of Assets and Liabilities
AUGUST 31, 2020
| | MFAM Global Opportunities Fund | | | MFAM Mid-Cap Growth Fund | |
ASSETS | | | | | | | | |
Investments in securities of unaffiliated issuers, at value^ (cost $277,087,803 and $141,267,534, respectively) | | $ | 544,025,002 | | | $ | 286,253,067 | |
Investments purchased with proceeds from securities lending collateral (cost $56,190,859 and $43,597,005, respectively) | | | 56,190,859 | | | | 43,597,005 | |
Short-term investments, at value (cost $6,495,797 and $4,880,903, respectively) | | | 6,495,797 | | | | 4,880,903 | |
Foreign currency, at value (cost $7,015 and $0, respectively) | | | 7,045 | | | | — | |
Receivables for: | | | | | | | | |
Shares of beneficial interest sold | | | 448,818 | | | | 154,944 | |
Dividends and tax reclaims | | | 308,142 | | | | 119,576 | |
Investments sold | | | 43,261 | | | | — | |
Prepaid expenses and other assets | | | 21,331 | | | | 20,479 | |
Total assets | | | 607,540,255 | | | | 335,025,974 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Payables for: | | | | | | | | |
Securities lending collateral (see Note 6) | | | 56,190,859 | | | | 43,597,005 | |
Advisory fees | | | 747,809 | | | | 407,936 | |
Shares of beneficial interest redeemed | | | 282,486 | | | | 108,561 | |
Shareholder service fee | | | 227,286 | | | | 107,298 | |
Other accrued expenses and liabilities | | | 133,066 | | | | 116,823 | |
Total liabilities | | | 57,581,506 | | | | 44,337,623 | |
Net assets | | $ | 549,958,749 | | | $ | 290,688,351 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Par value | | $ | 18,294 | | | $ | 9,850 | |
Paid-in-capital | | | 252,103,534 | | | | 122,926,779 | |
Total distributable earnings/(losses) | | | 297,836,921 | | | | 167,751,722 | |
Net assets | | $ | 549,958,749 | | | $ | 290,688,351 | |
| | | | | | | | |
NET ASSET VALUE: | | | | | | | | |
Investor Shares: | | | | | | | | |
Net assets applicable to capital shares outstanding | | $ | 427,552,553 | | | $ | 251,200,070 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 14,237,295 | | | | 8,523,902 | |
Net asset value, offering and redemption price per share | | $ | 30.03 | | | $ | 29.47 | |
| | | | | | | | |
Institutional Shares: | | | | | | | | |
Net assets applicable to capital shares outstanding | | $ | 122,406,196 | | | $ | 39,488,281 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 4,056,731 | | | | 1,325,702 | |
Net asset value, offering and redemption price per share | | $ | 30.17 | | | $ | 29.79 | |
| | | | | | | | |
^ Includes market value of securities on loan | | $ | 55,165,930 | | | $ | 43,617,386 | |
The accompanying notes are an integral part of these financial statements.
MFAM Funds
Statements of Operations
for the year ended August 31, 2020
| | MFAM Global Opportunities Fund | | | MFAM Mid-Cap Growth Fund | |
INVESTMENT INCOME | | | | | | | | |
Dividends | | $ | 4,748,572 | | | $ | 2,265,227 | |
Less foreign taxes withheld | | | (291,123 | ) | | | — | |
Securities lending income | | | 131,291 | | | | 120,948 | |
Total investment income | | | 4,588,740 | | | | 2,386,175 | |
| | | | | | | | |
EXPENSES | | | | | | | | |
Advisory fees | | | 4,145,422 | | | | 2,268,364 | |
Shareholder service fees - Investor Shares | | | 312,341 | | | | 187,244 | |
Transfer agent fees and shareholder account services | | | 181,962 | | | | 91,351 | |
Administration and accounting services fees | | | 180,333 | | | | 96,146 | |
Legal fees | | | 65,177 | | | | 38,375 | |
Custodian fees | | | 59,857 | | | | 6,278 | |
Registration and filing fees | | | 56,313 | | | | 37,415 | |
Officer fees | | | 54,085 | | | | 31,680 | |
Director fees | | | 51,943 | | | | 29,565 | |
Printing and shareholder reporting fees | | | 37,193 | | | | 24,282 | |
Audit and tax service fees | | | 13,595 | | | | 22,301 | |
Other expenses | | | 34,947 | | | | 26,421 | |
Total expenses | | | 5,193,168 | | | | 2,859,422 | |
Expense fees waived/reimbursed net of amount recaptured | | | 4,260 | | | | 36,629 | |
Net expenses after waivers/reimbursements | | | 5,197,428 | | | | 2,896,051 | |
Net investment income/(loss) | | | (608,688 | ) | | | (509,876 | ) |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | |
Investments | | | 31,678,437 | | | | 30,695,234 | |
Foreign currency transactions | | | (18,693 | ) | | | — | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | |
Investments | | | 80,595,949 | | | | 36,647,739 | |
Foreign currency translation | | | 15,543 | | | | — | |
Net realized and unrealized gain/(loss) | | | 112,271,236 | | | | 67,342,973 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 111,662,548 | | | $ | 66,833,097 | |
The accompanying notes are an integral part of these financial statements.
MFAM Global Opportunities Fund
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | (608,688 | ) | | $ | 321,866 | |
Net realized gain/(loss) from investments and foreign currency transactions | | | 31,659,744 | | | | 26,547,255 | |
Net change in unrealized appreciation/(depreciation) on investments, foreign currency translation and assets and liabilities denominated in foreign currencies | | | 80,611,492 | | | | (9,131,395 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 111,662,548 | | | | 17,737,726 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Investor Shares | | | (17,111,692 | ) | | | (25,506,618 | ) |
Institutional Shares | | | (4,191,966 | ) | | | (5,479,614 | ) |
Total dividends and distributions to shareholders | | | (21,303,658 | ) | | | (30,986,232 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Proceeds from shares sold | | | 30,395,856 | | | | 30,163,818 | |
Proceeds from shares issued - fund reorganization (Note 8) | | | — | | | | 34,248,442 | |
Reinvestment of dividends | | | 16,712,957 | | | | 24,943,644 | |
Shares redeemed | | | (89,171,236 | ) | | | (72,750,604 | ) |
Total from Investor Shares | | | (42,062,423 | ) | | | 16,605,300 | |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 14,910,549 | | | | 19,592,058 | |
Reinvestment of dividends | | | 4,089,548 | | | | 5,390,526 | |
Shares redeemed | | | (8,557,376 | ) | | | (9,304,532 | ) |
Total from Institutional Shares | | | 10,442,721 | | | | 15,678,052 | |
Net increase/(decrease) in net assets from capital share transactions | | | (31,619,702 | ) | | | 32,283,352 | |
Total increase/(decrease) in net assets | | | 58,739,188 | | | | 19,034,846 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 491,219,561 | | | $ | 472,184,715 | |
End of period | | $ | 549,958,749 | | | $ | 491,219,561 | |
The accompanying notes are an integral part of these financial statements.
MFAM Global Opportunities Fund
Statements of Changes in Net Assets (CONCLUDED)
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Shares sold | | | 1,207,150 | | | | 1,263,891 | |
Shares issued - fund reorganization (Note 8) | | | — | | | | 1,324,511 | |
Shares reinvested | | | 668,786 | | | | 1,243,452 | |
Shares redeemed | | | (3,587,571 | ) | | | (3,061,321 | ) |
Net increase/(decrease) in shares | | | (1,711,635 | ) | | | 770,533 | |
| | | | | | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 541,635 | | | | 780,843 | |
Shares reinvested | | | 163,060 | | | | 267,919 | |
Shares redeemed | | | (345,173 | ) | | | (392,999 | ) |
Net increase/(decrease) in shares | | | 359,522 | | | | 655,763 | |
The accompanying notes are an integral part of these financial statements.
MFAM Mid-Cap Growth Fund
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | (509,876 | ) | | $ | (95,608 | ) |
Net realized gain/(loss) from investments and foreign currency transactions | | | 30,695,234 | | | | 10,362,234 | |
Net change in unrealized appreciation/(depreciation) on investments, foreign currency translation, and assets and liabilities denominated in foreign currencies | | | 36,647,739 | | | | (33,172,145 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 66,833,097 | | | | (22,905,519 | ) |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Investor Shares | | | (13,623,726 | ) | | | (12,316,953 | ) |
Institutional Shares | | | (1,699,890 | ) | | | (1,326,095 | ) |
Total dividends and distributions to shareholders | | | (15,323,616 | ) | | | (13,643,048 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Proceeds from shares sold | | | 12,539,673 | | | | 14,948,879 | |
Reinvestment of dividends | | | 13,304,640 | | | | 12,059,665 | |
Shares redeemed | | | (57,309,980 | ) | | | (59,835,799 | ) |
Total from Investor Shares | | | (31,465,667 | ) | | | (32,827,255 | ) |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 5,923,465 | | | | 4,273,474 | |
Reinvestment of dividends | | | 1,671,146 | | | | 1,319,604 | |
Shares redeemed | | | (3,778,142 | ) | | | (3,619,952 | ) |
Total from Institutional Shares | | | 3,816,469 | | | | 1,973,126 | |
Net increase/(decrease) in net assets from capital share transactions | | | (27,649,198 | ) | | | (30,854,129 | ) |
Total increase/(decrease) in net assets | | | 23,860,283 | | | | (67,402,696 | ) |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 266,828,068 | | | $ | 334,230,764 | |
End of period | | $ | 290,688,351 | | | $ | 266,828,068 | |
The accompanying notes are an integral part of these financial statements.
MFAM Mid-Cap Growth Fund
Statements of Changes in Net Assets (CONCLUDED)
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Shares sold | | | 493,166 | | | | 618,514 | |
Shares reinvested | | | 535,829 | | | | 591,450 | |
Shares redeemed | | | (2,297,274 | ) | | | (2,534,744 | ) |
Net increase/(decrease) in shares | | | (1,268,279 | ) | | | (1,324,780 | ) |
| | | | | | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 219,115 | | | | 171,612 | |
Shares reinvested | | | 66,632 | | | | 64,246 | |
Shares redeemed | | | (153,278 | ) | | | (154,018 | ) |
Net increase/(decrease) in shares | | | 132,469 | | | | 81,840 | |
The accompanying notes are an integral part of these financial statements.
MFAM Global Opportunities Fund
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | YEARS ENDED AUGUST 31, | | | FISCAL PERIOD ENDED AUGUST 31, | | | YEARS ENDED OCTOBER 31, | |
Investor Shares | | 2020 | | | 2019 | | | 2018 | | | 2017(1)(2) | | | 2016 | | | 2015 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 24.98 | | | $ | 25.91 | | | $ | 24.09 | | | $ | 20.36 | | | $ | 20.32 | | | $ | 21.00 | |
Net investment income/(loss)(3) | | | (0.04 | ) | | | 0.01 | | | | (0.02 | ) | | | 0.03 | | | | 0.04 | | | | 0.05 | |
Net realized and unrealized gain/(loss) from investments | | | 6.19 | | | | 0.79 | | | | 4.94 | | | | 4.30 | | | | 0.01 | | | | (0.29 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 6.15 | | | | 0.80 | | | | 4.92 | | | | 4.33 | | | | 0.05 | | | | (0.24 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.01 | ) | | | — | | | | (0.05 | ) | | | (0.04 | ) | | | — | * | | | (0.11 | ) |
Net realized capital gains | | | (1.09 | ) | | | (1.73 | ) | | | (3.05 | ) | | | (0.56 | ) | | | (0.01 | ) | | | (0.33 | ) |
Total dividends and distributions to shareholders | | | (1.10 | ) | | | (1.73 | ) | | | (3.10 | ) | | | (0.60 | ) | | | (0.01 | ) | | | (0.44 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | * | | | — | * | | | — | * | | | — | * |
Net asset value, end of period | | $ | 30.03 | | | $ | 24.98 | | | $ | 25.91 | | | $ | 24.09 | | | $ | 20.36 | | | $ | 20.32 | |
Total investment return/(loss)(4) | | | 25.49 | % | | | 4.74 | % | | | 22.32 | % | | | 21.91 | %(5) | | | 0.25 | % | | | (1.13 | )% |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 427,553 | | | $ | 398,459 | | | $ | 393,197 | | | $ | 337,821 | | | $ | 353,118 | | | $ | 393,611 | |
Ratio of expenses to average net assets | | | 1.09 | % | | | 1.10 | % | | | 1.06 | % | | | 1.15 | %(6) | | | 1.14 | % | | | 1.15 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 1.08 | % | | | 1.11 | % | | | 1.06 | % | | | 1.15 | %(6) | | | 1.14 | % | | | 1.13 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.15 | )% | | | 0.05 | % | | | (0.06 | )% | | | 0.18 | %(6) | | | 0.20 | % | | | 0.23 | % |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | (0.14 | )% | | | 0.04 | % | | | (0.06 | )% | | | 0.18 | %(6) | | | 0.20 | % | | | 0.25 | % |
Portfolio turnover rate | | | 10 | % | | | 11 | % | | | 15 | % | | | 38 | %(5) | | | 26 | % | | | 21 | % |
* | Amount represents less than $0.005 per share. |
(1) | The Fund changed its fiscal year end to August 31 during the period. |
(2) | Effective as of December 21, 2016, the Fund acquired all the assets and liabilities of the Motley Fool Global Opportunities Fund, a series of The Motley Fool Funds Trust (the “Predecessor Fund”). The financial highlights for the periods prior to that date reflect the performances of the Predecessor Fund. |
(3) | Per share data calculated using average shares outstanding method. |
(4) | Total investment return/(loss) reflects the rate an investor would have earned on an investment in the Fund during the period. For the year ended August 31, 2018, the fiscal period ended August 31, 2017 and the years ended October 31, 2016 and October 31, 2015, redemption and small-balance account fees received had no effect on the Fund’s Investor Shares total investment return. |
The accompanying notes are an integral part of these financial statements.
MFAM Global Opportunities Fund
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | YEARS ENDED AUGUST 31, | | | FISCAL PERIOD ENDED AUGUST 31, | | | YEARS ENDED OCTOBER 31, | |
Institutional Shares | | 2020 | | | 2019 | | | 2018 | | | 2017(1)(2) | | | 2016 | | | 2015 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 25.09 | | | $ | 25.97 | | | $ | 24.09 | | | $ | 20.40 | | | $ | 20.35 | | | $ | 21.01 | |
Net investment income/(loss)(3) | | | — | * | | | 0.05 | | | | 0.02 | | | | 0.09 | | | | 0.08 | | | | 0.10 | |
Net realized and unrealized gain/(loss) from investments | | | 6.21 | | | | 0.80 | | | | 4.94 | | | | 4.25 | | | | 0.02 | | | | (0.31 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 6.21 | | | | 0.85 | | | | 4.96 | | | | 4.34 | | | | 0.10 | | | | (0.21 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.04 | ) | | | — | | | | (0.03 | ) | | | (0.09 | ) | | | (0.04 | ) | | | (0.12 | ) |
Net realized capital gains | | | (1.09 | ) | | | (1.73 | ) | | | (3.05 | ) | | | (0.56 | ) | | | (0.01 | ) | | | (0.33 | ) |
Total dividends and distributions to shareholders | | | (1.13 | ) | | | (1.73 | ) | | | (3.08 | ) | | | (0.65 | ) | | | (0.05 | ) | | | (0.45 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | * | | | — | * | | | — | * | | | — | * |
Net asset value, end of period | | $ | 30.17 | | | $ | 25.09 | | | $ | 25.97 | | | $ | 24.09 | | | $ | 20.40 | | | $ | 20.35 | |
Total investment return/(loss)(4) | | | 25.64 | % | | | 4.94 | % | | | 22.48 | % | | | 21.97 | %(5) | | | (0.47 | )% | | | (0.97 | )% |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 122,406 | | | $ | 92,760 | | | $ | 78,987 | | | $ | 60,623 | | | $ | 7,243 | | | $ | 7,726 | |
Ratio of expenses to average net assets | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | %(6) | | | 0.95 | % | | | 0.95 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 1.00 | % | | | 0.99 | % | | | 1.06 | % | | | 1.17 | %(6) | | | 2.12 | % | | | 2.14 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.01 | )% | | | 0.19 | % | | | 0.07 | % | | | 0.48 | %(6) | | | 0.39 | % | | | 0.46 | % |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | (0.06 | )% | | | 0.15 | % | | | (0.04 | )% | | | 0.26 | %(6) | | | (0.78 | )% | | | 0.73 | % |
Portfolio turnover rate | | | 10 | % | | | 11 | % | | | 15 | % | | | 38 | %(5) | | | 26 | % | | | 21 | % |
* | Amount represents less than $0.005 per share. |
(1) | The Fund changed its fiscal year end to August 31 during the period. |
(2) | Effective as of December 21, 2016, the Fund acquired all the assets and liabilities of the Motley Fool Global Opportunities Fund, a series of The Motley Fool Funds Trust (the “Predecessor Fund”). The financial highlights for the periods prior to that date reflect the performances of the Predecessor Fund. |
(3) | Per share data calculated using average shares outstanding method. |
(4) | Total investment return/(loss) reflects the rate an investor would have earned on an investment in the Fund during the period. Redemption and small-balance account fees received had no effect on the Fund’s Institutional Shares total investment return. |
The accompanying notes are an integral part of these financial statements.
MFAM Mid-Cap Growth Fund
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | YEARS ENDED AUGUST 31, | | | FISCAL PERIOD ENDED AUGUST 31, | | | YEARS ENDED OCTOBER 31, | |
Investor Shares | | 2020 | | | 2019 | | | 2018 | | | 2017(1)(2) | | | 2016 | | | 2015 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 24.27 | | | $ | 27.32 | | | $ | 22.04 | | | $ | 18.29 | | | $ | 18.72 | | | $ | 18.59 | |
Net investment income/ (loss)(3) | | | (0.05 | ) | | | (0.01 | ) | | | (0.06 | ) | | | (0.05 | ) | | | (0.05 | ) | | | 0.03 | |
Net realized and unrealized gain/(loss) from investments | | | 6.71 | | | | (1.88 | ) | | | 6.69 | | | | 3.80 | | | | (0.35 | ) | | | 0.14 | |
Net increase/(decrease) in net assets resulting from operations | | | 6.66 | | | | (1.89 | ) | | | 6.63 | | | | 3.75 | | | | (0.40 | ) | | | 0.17 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | (0.03 | ) | | | (0.04 | ) |
Net realized capital gains | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) | | | — | | | | (0.03 | ) | | | (0.04 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | * | | | — | * | | | — | * | | | — | * |
Net asset value, end of period | | $ | 29.47 | | | $ | 24.27 | | | $ | 27.32 | | | $ | 22.04 | | | $ | 18.29 | | | $ | 18.72 | |
Total investment return/(loss)(4) | | | 28.56 | % | | | (6.13 | )% | | | 30.88 | % | | | 20.50 | %(5) | | | (2.15 | )% | | | 0.91 | % |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 251,200 | | | $ | 237,623 | | | $ | 303,669 | | | $ | 210,404 | | | $ | 205,149 | | | $ | 238,482 | |
Ratio of expenses to average net assets | | | 1.10 | % | | | 1.10 | % | | | 1.12 | % | | | 1.15 | %(6) | | | 1.15 | % | | | 1.15 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 1.08 | % | | | 1.12 | % | | | 1.06 | % | | | 1.16 | %(6) | | | 1.17 | % | | | 1.16 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.21 | )% | | | (0.05 | )% | | | (0.22 | )% | | | (0.30 | )%(6) | | | (0.29 | )% | | | 0.17 | % |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | (0.19 | )% | | | (0.07 | )% | | | (0.16 | )% | | | (0.31 | )%(6) | | | (0.31 | )% | | | 0.17 | % |
Portfolio turnover rate | | | 14 | % | | | 4 | % | | | 19 | % | | | 24 | %(5) | | | 21 | % | | | 30 | % |
* | Amount represents less than $0.005 per share. |
(1) | The Fund changed its fiscal year end to August 31 during the period. |
(2) | Effective as of December 21, 2016, the Fund acquired all the assets and liabilities of the Motley Fool Small-Mid Cap Growth Fund, a series of The Motley Fool Funds Trust (the “Predecessor Fund”). The financial highlights for the periods prior to that date reflect the performances of the Predecessor Fund. |
(3) | Per share data calculated using average shares outstanding method. |
(4) | Total investment return/(loss) reflects the rate an investor would have earned on an investment in the Fund during the period. For the year ended August 31, 2018, the fiscal period ended August 31, 2017 and years ended October 31, 2016 and October 31, 2015, redemption and small-balance account fees received had no effect on the Fund’s Investor Shares total investment return. |
The accompanying notes are an integral part of these financial statements.
MFAM Mid-Cap Growth Fund
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | YEARS ENDED AUGUST 31, | | | FISCAL PERIOD ENDED AUGUST 31, | | | YEARS ENDED OCTOBER 31, | |
Institutional Shares | | 2020 | | | 2019 | | | 2018 | | | 2017(1)(2) | | | 2016 | | | 2015 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 24.48 | | | $ | 27.50 | | | $ | 22.14 | | | $ | 18.34 | | | $ | 18.75 | | | $ | 18.61 | |
Net investment income/(loss)(3) | | | (0.02 | ) | | | 0.02 | | | | (0.01 | ) | | | (0.03 | ) | | | (0.02 | ) | | | 0.07 | |
Net realized and unrealized gain/(loss) from investments | | | 6.79 | | | | (1.88 | ) | | | 6.72 | | | | 3.83 | | | | (0.33 | ) | | | 0.13 | |
Net increase/(decrease) in net assets resulting from operations | | | 6.77 | | | | (1.86 | ) | | | 6.71 | | | | 3.80 | | | | (0.35 | ) | | | 0.20 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | (0.06 | ) | | | (0.06 | ) |
Net realized capital gains | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) | | | — | | | | (0.06 | ) | | | (0.06 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | * | | | — | * | | | — | * | | | — | * |
Net asset value, end of period | | $ | 29.79 | | | $ | 24.48 | | | $ | 27.50 | | | $ | 22.14 | | | $ | 18.34 | | | $ | 18.75 | |
Total investment return/(loss)(4) | | | 28.77 | % | | | (5.97 | )% | | | 31.10 | % | | | 20.72 | %(5) | | | (1.89 | )% | | | 1.04 | % |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 39,488 | | | $ | 29,205 | | | $ | 30,562 | | | $ | 20,365 | | | $ | 5,502 | | | $ | 7,010 | |
Ratio of expenses to average net assets | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | %(6) | | | 0.95 | % | | | 0.95 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 1.00 | % | | | 0.98 | % | | | 1.17 | % | | | 1.47 | %(6) | | | 2.40 | % | | | 2.45 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.06 | )% | | | 0.10 | % | | | (0.05 | )% | | | (0.15 | )%(6) | | | (0.08 | )% | | | 0.35 | % |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | (0.11 | )% | | | 0.07 | % | | | (0.26 | )% | | | (0.67 | )%(6) | | | (1.53 | )% | | | (1.15 | )% |
Portfolio turnover rate | | | 14 | % | | | 4 | % | | | 19 | % | | | 24 | %(5) | | | 21 | % | | | 30 | % |
* | Amount represents less than $0.005 per share. |
(1) | The Fund changed its fiscal year end to August 31 during the period. |
(2) | Effective as of December 21, 2016, the Fund acquired all the assets and liabilities of the Motley Fool Small-Mid Cap Growth Fund, a series of The Motley Fool Funds Trust (the “Predecessor Fund”). The financial highlights for the periods prior to that date reflect the performances of the Predecessor Fund. |
(3) | Per share data calculated using average shares outstanding method. |
(4) | Total investment return/(loss) reflects the rate an investor would have earned on an investment in the Fund during the period. Redemption and small-balance account fees received had no effect on the Fund’s Institutional Shares total investment return. |
The accompanying notes are an integral part of these financial statements.
MFAM FUNDS
Notes to Financial Statements
AUGUST 31, 2020
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the MFAM Global Opportunities Fund (“Global Opportunities Fund”) and MFAM Mid-Cap Growth Fund (“Mid-Cap Growth Fund”) (each a “Fund” and together the “Funds”), which became series of RBB at the close of business on December 21, 2016. As of February 29, 2020, the Global Opportunities Fund and Mid-Cap Growth Fund each offer two classes of shares, Investor and Institutional.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
Prior to December 21, 2016, the Funds were diversified series (the “Predecessor Funds”) of The Motley Fool Funds Trust (the “Trust”), an open-end management investment company (or mutual fund) organized on November 7, 2008, as a statutory trust under the laws of the State of Delaware. Each of the Predecessor Funds was reorganized into a corresponding Fund on December 21, 2016 (the “Reorganization”). As a result of the Reorganization, the performance and accounting history of each Predecessor Fund was assumed by its corresponding Fund. Performance and accounting information prior to December 21, 2016 included herein is that of the relevant Predecessor Fund.
The investment objective of each Fund is to achieve long-term capital appreciation. The Global Opportunities Fund pursues its objective by investing primarily in common stocks of United States companies and of companies that are organized under the laws of other countries around the world. The Mid-Cap Growth Fund pursues its objective by investing primarily in common stocks of companies that are organized in the United States and that are engaged in a broad range of industries.
Each Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies”.
The end of the reporting period for the Funds is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
PORTFOLIO VALUATION — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Funds are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Foreign securities are valued based on prices from the primary market in which they are traded, and are translated from the local currency into U.S. dollars using current exchange rates. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments. Such procedures use fundamental valuation methods, which may include, but are not limited to, an analysis of the effect of any restrictions on the resale of the security, industry analysis and trends, significant changes in the issuer’s financial position, and any other event which could have a significant impact on the value of the security. Determination of fair value involves subjective judgment as the actual market value of a particular security can be established only by negotiations between the parties in a sales transaction, and the difference between the recorded fair value and the value that would be received in a sale could be significant. The Funds may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Funds value their securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Funds may value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).
FAIR VALUE MEASUREMENTS — The inputs and valuation techniques used to measure the fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:
| ● | Level 1 – Prices are determined using quoted prices in active markets for identical securities. |
| ● | Level 2 – Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| ● | Level 3 – Prices are determined using significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
You’d think that it would be easy to determine what a share of the Fund is worth – just add up the value of everything it holds, and then divide by the number of shares. It’s not that simple, though. Some foreign markets have different operating hours (when it’s daytime in Chicago, for example, it is night in Shanghai). That means that when we calculate a Fund’s value at the end of the day, the market quotations for some of the securities held by the Fund could be several hours old, and intervening events may have affected what the stocks are worth. In addition, characteristics of the relevant markets and stocks might, in some cases, cast doubt on a particular valuation. For these reasons, we may rely on a pricing service to determine the value of particular securities. It is possible that when a Fund buys or sells the securities, the price on the real market will be different from the value used for the fair-value pricing. |
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Funds’ investments carried at fair value:
GLOBAL OPPORTUNITIES FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 544,025,002 | | | $ | 450,465,055 | | | $ | 93,462,601 | | | $ | 97,346 | | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 56,190,859 | | | | — | | | | — | | | | — | | | | 56,190,859 | |
Short-Term Investments | | | 6,495,797 | | | | 6,495,797 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 606,711,658 | | | $ | 456,960,852 | | | $ | 93,462,601 | | | $ | 97,346 | | | $ | 56,190,859 | |
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
MID-CAP GROWTH FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 286,253,067 | | | $ | 286,253,067 | | | $ | — | | | $ | — | | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 43,597,005 | | | | — | | | | — | | | | — | | | | 43,597,005 | |
Short-Term Investments | | | 4,880,903 | | | | 4,880,903 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 334,730,975 | | | $ | 291,133,970 | | | $ | — | | | $ | — | | | $ | 43,597,005 | |
* | Please refer to the Schedule of Investments for further details. |
^ | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only if a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for Level 3 transfers in and out of each level is disclosed when a Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
The Funds did not have any significant Level 3 transfers during the current fiscal period.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Funds record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gains are recorded as a reduction of cost of investments and/or as a realized gain. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Funds.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — Each Fund pays dividends from its net investment income and distributes any net capital gains that it realizes. Dividends and capital gains distributions are generally paid once a year and as required to comply with federal excise tax requirements. Distributions to shareholders are determined in accordance with tax regulations and recorded on ex dividend date. All dividends and other distributions will be reinvested in Fund shares unless a shareholder chooses either to (1) receive dividends in cash, while reinvesting capital gains distributions in additional Fund shares; or (2) receive all distributions in cash. Additionally, each Fund reports details of distribution-related transactions on quarterly account statements. You may not receive a separate confirmation statement for these transactions.
When a Fund pays a dividend or other distribution, its net asset value (NAV) per share will decline by the per-share amount of the distribution. Investors are no poorer for this “distribution drop,” however. As this section explains, investors may elect to reinvest their dividend and distribution payments. Doing so would allow them to acquire additional shares at the post-distribution NAV per share. They may also choose to receive a check in the amount of their portion of the dividend or distribution. |
U.S. TAX STATUS — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
CORONAVIRUS (COVID-19) PANDEMIC — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
OTHER — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote.
FOREIGN CURRENCY TRANSLATION — The books and records of the Funds are maintained in U.S. dollars as follows: (1) the values of investment securities and other assets and liabilities stated in foreign currencies are translated at the exchange rates prevailing at the end of the period; and (2) purchases, sales and income are translated at the rates of exchange prevailing on the respective dates of such transactions. Transaction gains or losses resulting from changes in exchange rates during the reporting period or upon settlement from foreign currency transactions are reported in the Statements of Operations for the current period. The Funds do not isolate the portion of gains and losses on investments.
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
2. INVESTMENT POLICIES AND PRACTICES
The sections below describe some of the different types of investments that may be made by the Funds and the investment practices in which the Funds may engage.
When we say that the Funds may invest in other types of securities and in other asset classes, the “may” is well worth emphasizing, as the Funds’ primary focus is the common stocks of companies that the Adviser believes are both high-quality and available at a reasonable price. |
FOREIGN SECURITIES — The Global Opportunities Fund and the Mid-Cap Growth Fund may invest, in equity and fixed-income securities of foreign companies, including companies located in both developed and emerging-market countries. Investment in foreign securities may include the purchase of American Depositary Receipts (“ADRs”) and other depositary receipts (European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”)) that represent indirect interests in securities of foreign issuers. A significant portion of a Fund’s exposure to foreign investments may be composed of such investments. Investments in foreign securities are affected by risk factors generally not associated with investments in the securities of U.S. companies in the U.S. With respect to such securities, there may be more limited information publicly available concerning the issuer than would be the case with respect to domestic securities, foreign issuers may use different accounting standards, and foreign trading markets may not be as liquid as are U.S. markets. Foreign securities also involve such risks as currency risks, possible imposition of withholding or confiscatory taxes, possible currency transfer restrictions, expropriation or other adverse political or economic developments, and the difficulty of enforcing obligations in other countries. These risks may be greater in emerging-market countries and in less-developed countries.
If a Fund holds a foreign stock, and the stock is traded on a foreign exchange, with its price denominated in that foreign currency, the value of the stock will change, for the Fund, whenever the relative value of the U.S. dollar and that foreign currency change. To take an imaginary example, if the Fund holds shares in Ruritania Telecom, traded on the Ruritanian Stock Exchange, those shares will be worth more to the Fund if the value of the Ruritanian ploof increases against the U.S. dollar, and vice versa, all other things being equal. |
The purchase of securities denominated in foreign currencies will subject the value of the Funds’ investments in those securities to fluctuations caused by changes in foreign exchange rates. To hedge against the effects of changes in foreign exchange rates, the Funds may enter into forward foreign currency exchange contracts (“forward contracts”). These contracts represent agreements to exchange an amount of currency at an agreed-upon future date and rate. The Funds will generally use forward contracts only to “lock in” the price in U.S. dollars of a foreign security that a Fund plans to purchase or to sell. In certain limited cases, it may use such contracts to hedge against an anticipated substantial decline in the price of a foreign currency against the U.S. dollar that would adversely affect the U.S. dollar value of foreign securities held by the Fund. Forward contracts will not be used in all cases and, in any event, cannot completely protect the Funds against all changes in the values of foreign securities resulting from fluctuations in foreign exchange rates. The Funds will not enter into a forward contract if, as a result, forward contracts would represent more than 20% of a Fund’s total assets. For hedging purposes, the Funds may also use options on foreign currencies, which expose the Funds to certain risks.
Some foreign securities are traded in the U.S. in the form of ADRs. ADRs are receipts typically issued by a U.S. bank or company evidencing ownership of the underlying securities of foreign issuers. EDRs and GDRs are receipts typically issued by foreign banks or trust companies, evidencing ownership of underlying securities issued by either a foreign or U.S. issuer. Generally, depositary receipts in registered form are designed for use in the U.S. and depositary receipts in bearer form are designed for use in securities markets outside the U.S. Depositary receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. Depositary receipts generally involve the same risks as other investments in foreign securities. However, holders of ADRs and other depositary receipts may not have all the legal rights of shareholders and may experience difficulty in receiving shareholder communications.
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
TYPES OF FIXED-INCOME SECURITIES — A Fund may invest in bonds and other types of debt obligations of U.S. and foreign issuers. Fixed income securities purchased by a Fund may include, among others, bonds, notes, and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities (“U.S. Government Securities”); municipal securities; mortgage-backed and asset-backed securities; and debt securities issued or guaranteed by foreign governments, their agencies, instrumentalities, or political subdivisions, or by government-owned, -controlled, or -sponsored entities, including central banks. These investments also include money market instruments and other types of obligations. Investors should recognize that, although securities ratings issued by Standard & Poor’s® Ratings Services (“S&P”), a division of The McGraw-Hill Companies, Inc., and Moody’s Investors Services©, Inc. (“Moody’s”), provide a generally useful guide as to credit risks, they do not offer any criteria to evaluate interest rate risk. Changes in interest rate levels generally cause fluctuations in the prices of fixed-income securities and will, therefore, cause fluctuations in the NAV per share of a Fund. Subsequent to the purchase of a fixed-income security by a Fund, the ratings or credit quality of such security may deteriorate. Any such subsequent adverse changes in the rating or quality of a security held by a Fund would not require a Fund to sell the security.
PARTICIPATORY NOTES — A participatory note, as used by a Fund, is an instrument used by investors to obtain exposure to an equity investment, including common stocks and warrants, in a local market where direct ownership is not permitted (or is impractical.) In countries where direct ownership by a foreign investor, such as a Fund, is not allowed by local law, such as Saudi Arabia, an investor may gain exposure to the market through a participatory note, which derives its value from a group of underlying equity securities. A participatory note is intended (disregarding the effect of any fees and expenses) to reflect the performance of the underlying equity securities on a one-to-one basis so that investors will not normally gain more in absolute terms than they would have made had they invested in the underlying securities directly, and will not normally lose more than they would have lost had they invested in the underlying securities directly.
In addition to providing access to otherwise closed markets, participatory notes can also provide a less expensive option to direct investment (where ownership by foreign investors is permitted) by reducing registration and transaction costs in acquiring and selling local registered shares. The Funds’ investment manager also believes that participatory notes can offer greater liquidity in markets that restrict the ability of the Funds to dispose of an investment by either restricting transactions by size or requiring registration and/or regulatory approvals.
The purchase of participatory notes involves risks that are in addition to the risks normally associated with a direct investment in the underlying securities. The Fund is subject to the risk that the issuer of the participatory note (i.e., the issuing bank or broker-dealer), which is the only responsible party under the note, is unable or refuses to perform under the terms of the participatory note, also known as counterparty risk.
While the holder of a participatory note is entitled to receive from the bank or broker-dealer any dividends or other distributions paid on the underlying securities, the holder is not entitled to the same rights as an owner of the underlying securities, such as voting rights.
Participatory notes may not be traded on exchanges, are privately issued, and may be illiquid. To the extent a participatory note is determined to be illiquid, it would be subject to the Fund’s limitation on investments in illiquid securities. There can be no assurance that the trading price or value of participatory notes will equal the value of the underlying value of the equity securities they seek to replicate.
REAL ESTATE INVESTMENT TRUSTS — Real estate investment trusts (“REITs”) are pooled investment vehicles that manage a portfolio of real estate or real estate-related loans to earn profits for their shareholders. REITs are generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of the borrower on any credit extended. REITs are dependent upon management skills, may not be diversified geographically or by property type, and are subject to heavy cash-flow dependency, default by borrowers, and self-liquidation. REITs must also meet certain requirements under the Internal Revenue Code of 1986, as amended (the “Code”), to avoid entity level tax and be eligible to pass through certain tax attributes of their income to shareholders. REITs are consequently subject to the risk of failing to meet these requirements for favorable tax treatment and of failing to maintain their exemptions from registration under the 1940 Act. REITs are also subject to the risks of changes in the Code, affecting their tax status.
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT’s investment in fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT’s investment in fixed-rate obligations can be expected to decline. In contrast, as interest rates on adjustable-rate mortgage loans are reset periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed-rate obligations.
The management of a REIT may be subject to conflicts of interest with respect to the operation of the business of the REIT and may be involved in real estate activities competitive with the REIT. REITs may own properties through joint ventures or in other circumstances in which a REIT may not have control over its investments. REITs may use significant amounts of leverage.
REITs often do not provide complete tax information until after the end of the calendar year. Consequently, because of the delay, it may be necessary for a Fund, if invested in REITs, to request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31. Alternatively, amended Forms 1099-DIV may be sent. During the current fiscal period, the Global Opportunities Fund and Mid-Cap Growth Fund invested in REITs.
TEMPORARY INVESTMENTS — During periods of adverse market or economic conditions, a Fund may temporarily invest all or a substantial portion of its assets in high-quality, fixed-income securities, money market instruments, and shares of money market mutual funds, or it may hold cash. At such times, a Fund would not be pursuing its stated investment objective with its usual investment strategies. A Fund may also hold these investments for liquidity purposes. Fixed-income securities will be deemed to be of high quality if they are rated “A” or better by S&P or Moody’s or, if unrated, are determined to be of comparable quality by the Adviser. Money market instruments are high-quality, short-term fixed income obligations (which generally have remaining maturities of one year or less), and may include U.S. Government Securities, commercial paper, certificates of deposit and banker’s acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements for US. Government Securities. In lieu of purchasing money market instruments, a Fund may purchase shares of money market mutual funds that invest primarily in U.S. Government Securities and repurchase agreements involving those securities, subject to certain limitations imposed by the 1940 Act. A Fund, as an investor in a money market fund, will indirectly bear the fees and expenses of the money market fund. These indirect fees and expenses will be in addition to the fees and expenses of the Funds. Repurchase agreements involve certain risks not associated with direct investments in debt securities.
3. INVESTMENT ADVISER AND OTHER SERVICES
Each Fund pays all of its expenses other than those expressly assumed by Motley Fool Asset Management (“MFAM” or the “Adviser”). Expenses of each Fund are deducted from the Funds’ total income before dividends are paid. Subject to the supervision of the Board, the Adviser manages the overall investment operations of the Funds in accordance with the Funds’ investment objective and policies and formulates a continuing investment strategy for the Funds pursuant to the terms of the Investment Advisory Agreement between the Adviser and the Company on behalf of the Funds. The Adviser is a wholly-owned subsidiary of Motley Fool Investment Management, LLC, which is a wholly owned subsidiary of The Motley Fool Holdings Inc. (“TMF Holdings”), a multimedia financial-services holding company that also owns The Motley Fool, LLC, which publishes investment information and analysis across a wide range of media, including investment newsletter services, websites, and books. TMF Holdings is controlled by David Gardner and Tom Gardner, along with other private shareholders. Each Fund compensates the Adviser for its services at an annual rate based on each Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table.
The Adviser has contractually agreed to pay, waive or absorb a portion of the operating expenses of each Fund’s share classes to the extent that total annual Fund operating expenses of the Investor and Institutional Shares of each Fund (as applicable) (excluding certain items discussed below) exceed the rates (“Expense Caps”) shown in the following table of each Fund’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed the
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
Expense Caps as applicable: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest and taxes. This contractual limitation is in effect until December 31, 2020 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after December 31, 2020.
| | EXPENSE CAPS |
FUND | ADVISORY FEE | INVESTOR SHARES | INSTITUTIONAL SHARES |
Global Opportunities Fund | 0.85% | 1.15% | 0.95% |
Mid-Cap Growth Fund | 0.85% | 1.15% | 0.95% |
During the current fiscal period, investment advisory fees accrued and waived were as follows:
FUND | | GROSS ADVISORY FEES | | | RECOUPMENT/ WAIVERS | | | NET ADVISORY FEES | |
Global Opportunities Fund | | $ | 4,145,422 | | | $ | 4,260 | | | $ | 4,149,682 | |
Mid-Cap Growth Fund | | | 2,268,364 | | | | 36,629 | | | | 2,304,993 | |
The Adviser may recover from the Investor and Institutional Shares of each Fund fees and expenses previously paid, waived, or absorbed for a period of three years after such fees or expenses were incurred, provided that the repayments do not cause the Funds’ operating expenses (excluding brokerage commissions, taxes, interest expense, acquired fund fees and expenses, and any extraordinary expenses) to exceed the expense limits of the Investor and Institutional Class, respectively, of each Fund that were in effect at the time the fees and expenses were paid, waived, or absorbed by the Adviser, as well as the expense limits that are currently in effect, if different. The Global Opportunities Fund Investor Class had expense fees recouped in the amount of $53,407. The Global Opportunities Fund Institutional Class had expense fees waived in the amount of $49,147. The Mid-Cap Growth Fund Investor Class had expense fees recouped in the amount of $52,798. The Mid-Cap Growth Fund Institutional Class had expense fees waived in the amount of $16,169. Previously waived fees subject to future recovery by the Adviser are as follows:
| | EXPIRATION | | | | | |
FUND | | AUGUST 31, 2021 | | | AUGUST 31, 2022 | | | AUGUST 31, 2023 | | | TOTAL | |
Global Opportunities Fund - Investor Class | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Global Opportunities Fund - Institutional Class | | | 80,089 | | | | 32,294 | | | | 49,147 | | | | 161,530 | |
Mid-Cap Growth Fund - Investor Class | | | — | | | | — | | | | — | | | | — | |
Mid-Cap Growth Fund - Institutional Class | | | 56,058 | | | | 8,934 | | | | 16,169 | | | | 81,161 | |
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Funds. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Funds’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
Foreside Funds Distributors, LLC serves as the principal underwriter and distributor of the Funds’ shares pursuant to a Distribution Agreement with RBB.
For compensation amounts paid to Fund Services and the Custodian, please refer to the Statements of Operations.
DIRECTOR AND OFFICER COMPENSATION — The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Funds or the Company. An employee of Vigilant Compliance, LLC serves as the Chief Compliance Officer of the Adviser. Neither the Funds nor the Company compensate this individual or Vigilant Compliance, LLC for services provided to Motley Fool Asset Management. For Director and Officer compensation amounts, please refer to the Statements of Operations.
SHAREHOLDER SERVICING FEE — Effective February 1, 2019, the Funds have entered into a shareholder servicing agreement (the “Agreement”) with the Adviser, under which the Adviser provides, or arranges for others to provide, certain specified shareholder services. As compensation for the provision of shareholder services, the Funds may pay servicing fees up to an annual rate of 0.20% of the average daily net assets of the Investor Shares. Payments to the Adviser under the Agreement may reimburse the Adviser for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Adviser for services provided to shareholders of the Funds. The services provided by such intermediaries are primarily designed to assist shareholders of the Funds and include the furnishing of office space and equipment, telephone facilities, personnel, and assistance to the Fund in servicing such shareholders. Services provided by such intermediaries also include the provision of support services to the Funds and include establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Funds, and providing such other personal services to shareholders as the Funds may reasonably request. During the current fiscal period, the Funds incurred shareholder servicing fees as follows:
FUND | | SHAREHOLDER SERVICING FEES | |
Global Opportunities Fund – Investor Shares | | $ | 312,341 | |
Mid-Cap Growth Fund – Investor Shares | | | 187,244 | |
REDEMPTION FEE — Prior to January 1, 2018, the Funds imposed a redemption fee of 2.00% on redemptions/exchanges of Fund shares held less than 90 days. The redemption fee is calculated as a percentage of the net asset value of the total redemption proceeds and is retained by the Funds and accounted for as additional paid-in capital. Certain exceptions to the imposition of the redemption fee exist. Effective January 1, 2018, the Funds have eliminated their redemption fees. Please see the Funds’ prospectus for more information.
SMALL-BALANCE ACCOUNT FEE — The Funds charge a small-balance account fee of $24 annually if the value of an account is less than $10,000. The fee is assessed by redeeming shares from that account. Certain exceptions to the imposition of the small-balance account fee exist. Please see the Funds’ prospectus for more information.
TRANSACTIONS WITH AFFILIATES — Advisers to investment companies, including MFAM Funds, are permitted under 17a-7 of the 1940 Act to purchase or sell securities directly between affiliated clients. When affecting these “cross” transactions, Rule 17a-7 imposes restrictions on how the trades are processed and reported. The specified conditions within Rule 17a-7 are outlined in procedures established by or under the direction of the Board of Directors. The procedures have been designed to provide assurance that any purchase or sale of securities by the Fund from or to another Fund complies with Rule 17a-7 under the 1940 Act.
During the current fiscal period, the Funds did not engage in any security transactions with affiliates.
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
4. PURCHASES AND SALES OF INVESTMENT SECURITIES
During the current fiscal period, aggregate purchases and sales and maturities of investment securities of the Funds were as follows:
FUND | | PURCHASES | | | SALES | |
Global Opportunities Fund | | $ | 46,204,230 | | | $ | 94,422,262 | |
Mid-Cap Growth Fund | | | 37,105,057 | | | | 79,151,469 | |
There were no purchases or sales of long-term U.S. Government Securities during the current fiscal period.
5. FEDERAL INCOME TAX INFORMATION
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by each Fund were as follows:
FUND | | FEDERAL TAX COST | | | UNREALIZED APPRECIATION | | | UNREALIZED (DEPRECIATION) | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
Global Opportunities Fund | | $ | 339,932,322 | | | $ | 292,186,100 | | | $ | (25,400,128 | ) | | $ | 266,785,972 | |
Mid-Cap Growth Fund | | | 189,745,442 | | | | 145,851,465 | | | | (865,932 | ) | | | 144,985,533 | |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Permanent differences as of August 31, 2020 were reclassified among the following accounts:
FUND | | DISTRIBUTABLE EARNINGS/(LOSS) | | | PAID-IN CAPITAL | |
Global Opportunities Fund | | $ | (1 | ) | | $ | 1 | |
Mid-Cap Growth Fund | | | 599,515 | | | | (599,515 | ) |
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
FUND | | UNDISTRIBUTED ORDINARY INCOME | | | UNDISTRIBUTED LONG-TERM CAPITAL GAINS | | | CAPITAL LOSS CARRYOVER | | | QUALIFIED LATE-YEAR LOSS DEFERRAL | | | UNREALIZED APPRECIATION/ (DEPRECIATION) | | | TOTAL | |
Global Opportunities Fund | | $ | 254,531 | | | $ | 30,796,418 | | | $ | — | | | $ | — | | | $ | 266,785,972 | | | $ | 297,836,921 | |
Mid-Cap Growth Fund | | | — | | | | 23,173,445 | | | | — | | | | (407,256 | ) | | | 144,985,533 | | | | 167,751,722 | |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019 were as follows:
FUND | | TAX YEAR | | | ORDINARY INCOME | | | LONG-TERM CAPITAL GAIN | | | TOTAL | |
Global Opportunities Fund | | | 2020 | | | $ | 290,198 | | | $ | 21,013,460 | | | $ | 21,303,658 | |
Global Opportunities Fund | | | 2019 | | | | — | | | | 30,986,233 | | | | 30,986,233 | |
Mid-Cap Growth Fund | | | 2020 | | | | — | | | | 15,323,616 | | | | 15,323,616 | |
Mid-Cap Growth Fund | | | 2019 | | | | — | | | | 13,643,048 | | | | 13,643,048 | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and August 31 and late year ordinary losses ((i) ordinary losses between January 1 and August 31, and (ii) specified ordinary and currency losses between November 1 and August 31) as occurring on the first day of the following tax year. For the fiscal year ended August 31, 2020, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2020. The Mid-Cap Growth Fund deferred qualified late-year losses of $407,256 which will be treated as arising on the first business day of the following fiscal year.
Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2020, the Funds had no unexpiring short-term or long-term losses.
6. SECURITIES LENDING
The Funds may make secured loans of its portfolio securities to brokers, dealers and other financial institutions to earn additional income and receive cash collateral equal to at least 100% of the current market value of the loaned securities, as marked to market each day that the NAV of the Funds are determined. When the collateral falls below specified amounts, the Funds’ lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the security lending agreement. The Funds will pay administrative and custodial fees in connection with the loan of securities. Collateral is invested in short-term investments and the Funds will bear the risk of loss of the invested collateral. Investments purchased with proceeds from securities lending are overnight and continuous. Securities lending will expose the Funds to the risk
MFAM FUNDS
Notes to Financial Statements (continued)
AUGUST 31, 2020
of loss should a borrower default on its obligation to return the borrowed securities. The market value of the securities on loan and cash collateral as of the end of the reporting period and the income generated from the program during the current fiscal period with respect to such secured loans were as follows:
FUND | | MARKET VALUE OF SECURITIES LOANED | | | MARKET VALUE OF COLLATERAL | | | INCOME RECEIVED FROM SECURITIES LENDING | |
Global Opportunities Fund | | $ | 55,165,930 | | | $ | 56,190,859 | | | $ | 131,291 | |
Mid-Cap Growth Fund | | | 43,617,386 | | | | 43,597,005 | | | | 120,948 | |
Securities lending transactions are entered into by the Funds’ securities lending agent on behalf of the Funds under a Master Securities Lending Agreement (“MSLA”) which permits the Funds’ securities lending agent on behalf of the Funds under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset amounts payable on behalf of the Funds to the same counterparty against amounts to be received and create one single net payment due to or from the Funds. The following table is a summary of the Funds open securities lending transactions which are subject to a MSLA as of the end of the reporting period:
| | | | | | GROSS AMOUNTS OFFSET IN THE | | | NET AMOUNT OF ASSETS PRESENTED IN THE | | | GROSS AMOUNT NOT OFFSET IN THE STATEMENTS OF ASSETS AND LIABILITIES | |
| | GROSS AMOUNTS OF RECOGNIZED ASSETS | | | STATEMENTS OF ASSETS AND LIABILITIES | | | STATEMENTS OF ASSETS AND LIABILITIES | | | FINANCIAL INSTRUMENTS1 | | | CASH COLLATERAL RECEIVED | | | NET AMOUNT2 | |
Global Opportunities Fund | | $ | 55,165,930 | | | $ | — | | | $ | 55,165,930 | | | $ | (55,165,930 | ) | | $ | — | | | $ | — | |
Mid-Cap Growth Fund | | | 43,617,386 | | | | — | | | | 43,617,386 | | | | (43,617,386 | ) | | | — | | | | — | |
1 | Amount disclosed is limited to the amount of assets presented in the Statements of Assets and Liabilities. Actual collateral received may be more than the amount shown. |
2 | Net amount represents the net amount receivable from the counterparty in the event of default. |
7. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Funds’ financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
MFAM FUNDS
Notes to Financial Statements (CONCLUDED)
AUGUST 31, 2020
8. FUND REORGANIZATION
After the close of business on July 12, 2019, the Global Opportunities Fund acquired the net assets of the Emerging Markets Fund pursuant to a Plan of Reorganization as approved by the Board on February 7, 2019. The reorganization was accomplished with tax-free exchanges resulting in the following issuances of shares by the Global Opportunities Fund in exchange for the outstanding shares of the Emerging Markets Fund:
PROCEEDS FROM SHARES ISSUED | SHARES ISSUED | EXCHANGE RATIO |
$34,248,443 | 1,324,511 | 0.55551989 |
The Emerging Markets Fund’s net assets at the reorganization date of $34,248,443, including $7,812,944 of unrealized appreciation, were combined with those of the Global Opportunities Fund. Assuming the acquisition had been completed on September 1, 2018, the beginning of the annual reporting period of the Global Opportunities Fund, pro forma results of operations for the fiscal year ended August 31, 2019 would include net investment income of $532,376, and net realized and unrealized gain on investments of $18,978,831 resulting in an increase in net assets from operations of $19,511,207. Because the combined investment portfolios have been managed as a single integrated portfolio since the reorganization date, it is not practicable to separate the amounts of revenue and earnings of the Emerging Markets Fund that have been included in the Global Opportunities Fund’s Statement of Operations since the reorganization date. Prior to the reorganization, the net assets of the Global Opportunities Fund totaled $479,450,455. Immediately after the reorganization, the net assets of the Global Opportunities Fund totaled $513,698,898.
9. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.
MFAM FUNDS
Report of Independent Registered
Public Accounting Firm
To the Board of Directors of
The RBB Fund, Inc.
and the Shareholders of the MFAM Funds
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities of the MFAM Global Opportunities Fund and MFAM Mid-Cap Growth Fund (the “Funds”), each a series of The RBB Fund, Inc. (the “Trust”), including the schedules of investments, as of August 31, 2020, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, financial highlights for each of the three years in the period then ended, for the period ended August 31, 2017 and for each of the two years in the period ended October 31, 2016, 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 Funds as of August 31, 2020, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the three years in the period then ended, for the period ended August 31, 2017 and for each of the two years in the period ended October 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2011.
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 Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ 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 Funds’ internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks 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 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. Our procedures included confirmation of securities owned as of August 31, 2020 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
Philadelphia, Pennsylvania
October 29, 2020
MFAM FUNDS
Shareholder Tax Information (Unaudited)
Certain tax information regarding the Funds is required to be provided to shareholders based upon the Funds’ income and distributions for the taxable period ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2020. During the fiscal year ended August 31, 2020, the following dividends and distributions were paid by the Funds:
FUND | ORDINARY INCOME | LONG-TERM GAINS |
Global Opportunities Fund | $ 290,198 | $ 21,013,460 |
Mid-Cap Growth Fund | — | 15,323,616 |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Under the Jobs and Growth Tax relief Reconciliation Act of 2003 the following percentages of ordinary dividends paid during the fiscal year ended August 31, 2020 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
Global Opportunities Fund | 100.00% |
Mid-Cap Growth Fund | 0.00% |
The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for the Funds are as follows:
Global Opportunities Fund | 100.00% |
Mid-Cap Growth Fund | 0.00% |
Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any.
In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.
MFAM FUNDS
Notice to Shareholders (UNAUDITED)
Information on Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available (i) without charge, upon request, by calling (888) 863-8803; and (ii) on the U.S. SEC’s website at http://www.sec.gov.
Quarterly Schedule of Investments
The Company files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. Shareholders can obtain the Form N-PORT (i) without charge, upon request, by calling (888) 863-8803; (ii) on the SEC’s website at http://www.sec.gov; and (iii) on the Funds website at http://www.mfamfunds.com.
Approval of Investment Advisory Agreement
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between MFAM and the Company (the “Investment Advisory Agreement”) on behalf of the MFAM Global Opportunities Fund and the MFAM Mid-Cap Growth Fund (each a “Fund” and together the “Funds”), at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangements. In approving the Investment Advisory Agreement, the Board considered information provided by MFAM with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement between the Company and MFAM with respect to the Funds, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of MFAM’s services provided to the Funds; (ii) descriptions of the experience and qualifications of MFAM’s personnel providing those services; (iii) MFAM’s investment philosophies and processes; (iv) MFAM’s assets under management and client descriptions; (v) MFAM’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) MFAM’s advisory fee arrangement with the Company and other similarly managed clients; (vii) MFAM’s compliance policies and procedures; (viii) MFAM’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Funds; (ix) the extent to which economies of scale are relevant to the Funds; (x) a report prepared by Broadridge/Lipper comparing each Fund’s management fees and total expense ratio to those of its Lipper peer group; and (xi) a report comparing the performance of the Funds to the performance of their respective benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by MFAM. The Directors concluded that MFAM had substantial resources to provide services to the Funds and that MFAM’s services had been acceptable.
The Directors also considered the investment performance of the Funds and MFAM. The Directors considered the Funds’ investment performance in light of their investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Lipper Groups was acceptable.
In reaching this conclusion, the Directors observed that the MFAM Global Opportunities Fund had outperformed its benchmark for the year-to-date, one-year, three-year, five-year, ten-year and since-inception periods ended March 31, 2020. The Directors also noted that the MFAM Global Opportunities Fund ranked in the 2nd quintile in its Lipper Performance Group for the three-year, four-year, and five-year periods ended December 31, 2019 .
The Directors noted the MFAM Mid-Cap Growth Fund had outperformed its benchmark for the year-to-date, one-year, and three-year periods ended March 31, 2020. The Directors also noted that the MFAM Mid-Cap Growth Fund ranked in the 4th quintile in its Lipper Performance Group for the one-year, two-year, three-year, four-year and five-year periods ended December 31, 2019.
MFAM FUNDS
Notice to Shareholders (Concluded) (Unaudited)
The Board also considered the advisory fee rates payable by the Funds under the Investment Advisory Agreement. In this regard, information on the fees paid by the Funds and the Funds’ total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms.
The Directors noted that the actual advisor fee of the MFAM Mid-Cap Growth Fund ranked in the 4th quintile of the Fund’s Lipper Expense Group, and that the total expenses of the Fund ranked in the 3rd quintile of its Lipper Expense Group.
The Directors noted that the actual advisor fee and total expenses of the MFAM Global Opportunities Fund ranked in the 3rd quintile of the Fund’s Lipper Expense Group.
The Directors noted that MFAM had contractually agreed to waive management fees and reimburse expenses through at least December 31, 2020 to agreed upon levels for the MFAM Global Opportunities Fund and the MFAM Mid-Cap Growth Fund.
After reviewing the information regarding the Funds’ costs, profitability and economies of scale, and after considering MFAM’s services, the Directors concluded that the investment advisory fees paid by the Funds were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one year period ending August 16, 2021.
MFAM FUNDS
PRIVACY NOTICE (Unaudited)
What Does Motley Fool Funds Do With Your Personal Information?
Why?: Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information.
Please read this notice carefully to understand what we do.
What?: The type of personal information we collect and share depend on the product or service you have with us. This information can include:
| ● | Social Security number and transaction history |
| ● | Account balances and checking account information |
| ● | Account transactions and wire transfer instructions |
When you are no longer a customer, we continue to share your information as described in this notice.
How?: All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Motley Fool Asset Management chooses to share; and whether you can limit this sharing.
Reasons we share your personal information | Does MFAM share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transaction, maintain your account(s), provide you with necessary information, respond to court orders and legal investigation, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | Yes |
For joint marketing with other financial companies | No | We don’t share |
For our affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | Yes | Yes |
For nonaffiliates to market to you | No | We don’t share |
Visit us online: http://www.mfamfunds.com/website-privacy-policy/
Please note:
| ● | If you are a new customer, we can begin sharing your information 30 days from the days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. |
MFAM FUNDS
PRIVACY NOTICE (Continued) (Unaudited)
However, you can contact us at any time to limit our sharing.
Questions: Call 1-888-863-8803 or go to www.mfamfunds.com
What we do:
How does MFAM protect my personal information?
We collect your personal information, for example, when you:
| ● | Open an account or provide account information |
| ● | Make deposits or withdrawals from your account |
| ● | Make a wire transfer or tell us where to send the money |
We also collect your personal information from other companies.
Why can’t I limit all sharing?
Federal law gives you the right to limit only:
| ● | Sharing for affiliates everyday business purposes – information about your creditworthiness |
| ● | Make deposits or withdrawals from your account |
| ● | Sharing for nonaffiliates to market to you |
State laws and individual companies may give you additional rights to limit sharing.
What happens when I limit sharing for an account I hold jointly with someone else?
Your choices will apply to everyone on your account.
EUROPEAN UNION’S GENERAL DATA PROTECTION REGULATION
In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to
| ● | Check whether we hold personal information about you and to access such data (in accordance with our policy) |
| ● | Request the correction of personal information about you that is inaccurate |
| ● | Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible |
| ● | Request the erasure of your personal information |
| ● | Request the restriction of processing concerning you |
The legal grounds for processing of your personal information is for contractual necessity and compliance with law.
If you wish to exercise any of your rights above, please call: 1-888-863-8803.
You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us.
The MFAM Funds shall retain your personal data for as long as you are an investor in the Funds and thereafter as long as necessary to comply with applicable laws that require the Funds to retain your personal data, such as the Securities and Exchange Commission’s data retention rules. Your personal data will be transferred to the United States so that the Funds may provide the agreed upon services for you. No adequacy decision has been rendered by the European Commission as to the data protection of your personal data when transferring it to the United States. However, the Funds do take the security of your personal data seriously.
Definitions:
Affiliates - Companies related by common ownership or control. They can be financial and nonfinancial companies.
Our affiliates include companies with a Motley Fool name; financial companies such as Motley Fool Asset Management, LLC; and nonfinancial companies such as The Motley Fool, LLC and The Motley Fool Holdings, Inc.
MFAM FUNDS
PRIVACY NOTICE (concluded) (Unaudited)
Nonaffiliates - Companies not related by common ownership or control. They can be financial and nonfinancial companies.
Motley Fool Asset Management does not share with nonaffiliates so they can market to you.
Joint marketing - A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
Motley Fool Asset Management doesn’t jointly market.
Controller - “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law.
MFAM FUNDS
Directors and Officers (Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (888) 863-8803.
Name, Address, AND AGE | Positions(s) Held with Company | Term of Office and Length of TIME Served(1) | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(*) | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc.(until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
MFAM FUNDS
DIRECTORS AND OFFICERS (CONTINUED) (Unaudited)
Name, Address, AND AGE | Positions(s) Held with Company | Term of Office and Length of TIME Served(1) | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(*) | Other Directorships Held by Director in the Past 5 Years |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present 1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
MFAM FUNDS
DIRECTORS AND OFFICERS (CONTINUED) (Unaudited)
Name, Address, AND AGE | Positions(s) Held with Company | Term of Office and Length of TIME Served(1) | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director(*) | Other Directorships Held by Director in the Past 5 Years |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2 . | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
MFAM FUNDS
DIRECTORS AND OFFICERS (CONCLUDED) (Unaudited)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
Investment Adviser
Motley Fool Asset Management, LLC
2000 Duke Street
Suite 275
Alexandria, VA 22314
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Distributor
Foreside Funds Distributors LLC
899 Cassatt Road
400 Berwyn Park, Suite 110
Berwyn, PA 19312
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
Two Liberty Place
50 S 16th St. Suite 2900
Philadelphia, PA 19102-2529
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
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ANNUAL
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Motley Fool ETFs
Series of The RBB Fund, Inc.
8/31/20
Motley Fool 100 Index ETF | |
MFAM Small-Cap Growth ETF | |
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-888-863-8803.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1-888-863-8803 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Funds.
This report contains information for two ETFs that are very different. The Motley Fool 100 Index ETF — as you’d expect from its name — is designed to track the returns of the Motley Fool 100 Index. Our other ETF, the MFAM Small-Cap Growth ETF, is an actively managed ETF that isn’t designed to track much of anything. | |
Motley Fool 100 Index ETF (TMFC) | |
MFAM Small-Cap Growth ETF (MFMS) | |
Table of Contents | |
| |
Letter to Shareholders | 1 |
Portfolio Characteristics | 5 |
Fund Expense Examples | 9 |
Schedules of Investments | 11 |
Financial Statements | 19 |
Notes to Financial Statements | 25 |
Report of Independent Registered Public Accounting Firm | 34 |
Shareholder Tax Information | 35 |
Notice to Shareholders | 36 |
Directors and Officers | 41 |
Motley Fool ETFs
Letter to Shareholders
August 31, 2020 (Unaudited)
Bryan Hinmon
Chief Investment Officer,
MFAM Funds
“The real voyage of discovery consists not of seeking new landscapes but in having new eyes.”
— Marcel Proust
Dear Fellow Shareholder,
There is no more appropriate place to start than wishing you and your family safety and peace in these unprecedented times. A global pandemic, ongoing social injustice, widespread shutdowns, and natural disasters are interacting to make life really, really hard. At times over the past few months, it has felt as if every aspect of the human condition is under assault simultaneously.
If there is any silver lining, it may be that everyone shares in these challenges. Sure, misery loves company. But when put in challenging situations, we find a way to unite and carry on, mustering the strength and energy to lead the world toward progress. As we execute our investing strategy on your behalf, we hope to contribute, in some small way, toward making the small corner of your life we touch easier.
MARKET COMMENTARY AND RESULTS
The stock market appreciated at a strong clip through the first five and a half months of the fiscal year (ended Aug. 31, 2020). Recent relative performance trends in market capitalization and style factors held during the fiscal year. Entering late February, large-cap U.S. stocks were up more than 16%, ahead of mid-cap U.S. stocks and small-cap US stocks, up 12% and 11%, respectively. But as the spread of COVID-19 in the U.S. worsened and government-imposed economic restrictions took hold, stocks went into freefall. By the third week of March, large-cap U.S. stocks were down 22%, mid-cap U.S. stocks 35%, and small-cap U.S. stocks 34%.1 The declines were dramatic and swift, with daily volatility reflecting the reality of economic stress and diminished business solvency around the world.
The staggering fall brought nearly every equity investing style to its knees. In what felt like the blink of an eye, growth stocks went from being up over 20% to down more than 17%. Value stocks went from up 12% to down more than 30%. The story was the same for minimum volatility, high dividend yield, and momentum factors.2
Investors seeking safety outside the U.S. found none. Foreign stocks went from up 11% to down 26%. Latin American stocks were hit particularly hard, as their 6% gain turned into a 48% loss. 3
In short, all stock categories were off to a great first half of the fiscal year, only to fall 40 to 50 percentage points in most cases. Volatility like this is a feature, not a bug, of markets. Prices reflect a discounting of the future, and the future was heading rapidly in a new and uncharted direction.
Then things began to turn. Unprecedented fiscal and monetary response showed an understanding of the gravity of the economic toll of the crisis. Pharmaceutical and biotechnology companies demonstrated incredible effort to research therapeutics and vaccines. Companies with white-collar workforces began to adapt and figure out how to work from home. Eventually, data on company-specific operations began to show the magnitude of weakness -- and even occasional pockets of strength. Still deep in COVID-19 case growth, a rising death toll, and massive unemployment, the faint outline of life beyond the pandemic began to take shape. Markets quickly moved past the challenged present and looked ahead, discounting for a more normal future.
1 | Large-cap U.S. stocks are represented by the iShares Core S&P 500 ETF, mid-cap U.S. stocks by the iShares Core S&P Mid-Cap ETF, and small-cap U.S. stocks by the iShares Core S&P Small-Cap ETF. |
2 | Growth stocks are represented by the iShares Russell 1000 Growth ETF, value stocks by the iShares Russell 1000 Value ETF, minimum-volatility by the iShares USA Min Vol Factor ETF, high-dividend-yield stocks by the iShares Core High Dividend ETF, and momentum stocks by the iShares MSCI USA Momentum Factor ETF. The Russell 1000 Growth Index is an unmanaged benchmark that measures the investment return of large- and mid-capitalization growth stocks. The Russell 1000 Value Index, a broadly diversified index predominantly made up of value stocks of large U.S. companies. |
3 | Foreign stocks are represented by the iShares Core MSCI Total International ETF, and Latin American stocks by the iShares Latin America 40 ETF. |
Motley Fool ETFs
Letter to Shareholders (continued)
August 31, 2020 (Unaudited)
By the end of August, most categories of stocks had returned to positive trailing-12-month returns, but the gains were not evenly spread out. Large-cap U.S. stocks gained nearly 22% for the fiscal year, while mid-cap U.S. stocks gained 4% and small-cap U.S. stocks lost less than 1%. Growth stocks outperformed value stocks during the fiscal year by a shocking margin: 44% to 1%. Momentum returned greater than 28%, while minimum-volatility stocks advanced 4% and high-dividend stocks were down 5%. Foreign stocks finished the fiscal year with an 8% gain, led by Chinese stocks, which advanced by nearly 36%.4 Latin American stocks had a weak recovery and finished the fiscal year still down over 25%.
Amidst the whipsaw, our investing results were admirable. For the fiscal year, the NAV performance of the MFAM Small-Cap Growth ETF was 41.58%, versus 17.28% for its benchmark. The Motley Fool 100 Index ETF (the “Fool 100 ETF”) returned 50.67% based on net asset value for the fiscal year. During the same period, the performance of the Motley Fool 100 Index was 51.42% and the S&P 500 Index performance was 21.94%.5 The difference between the Fool 100 ETF’s net asset value return and the Motley Fool 100 Index is primarily a result of the Fool 100 ETF’s management fee and approximately 0.1023% tracking error.
The MFAM Small-Cap Growth ETF’s returns were driven by strong individual stock selection and overweights in the information technology and healthcare sectors. With only 30 or so holdings in the ETF, stock selection is by design likely to be a main driver of its returns during most periods. Our approach to investing -- building focused portfolios of quality growth businesses -- casts aside most potential investments and saves capital commitments for businesses we believe have the financial strength and structural demand characteristics to sail through unexpected macro events and compound for high rates of return for years.
The Fool 100 ETF benefited from a significant weighting in megacap stocks and overweights in the information technology and communication services sectors. This positioning has been consistent since inception and is a result of the investment process that drives the Motley Fool 100 Index.
NEW EYES
The introductory quote from Marcel Proust has many interpretations. From an investing perspective, the purest landscape we know is that businesses are worth the present value of their future cash flows. An investor who understands that truth, purchases those cash flows reasonably, and sticks around to capture the spoils can earn a high rate of return. Investing may seem simple in that respect. However, the pursuit of great returns is popular and the investing landscape well understood. Investors must adapt -- a situation that often invokes Goodhart’s Law.
Charles Goodhart was a British economist and academic, and his law simplifies to this: Once a measure becomes a target, it ceases to become a good measure. For example, during the British rule of India, in an attempt to eliminate the population of venomous snakes, citizens were rewarded for handing in dead cobras. You may not be surprised to know that, soon, many in India were breeding cobras. Goodhart’s Law teaches us that good, sensible programs only last so long before they become adulterated and don’t work.
We see examples of Goodhart’s Law all the time in the investing world. For investors looking to earn strong returns for a long time, they need curious eyes to see the landscape just a bit differently -- in a way that isn’t perhaps widely appreciated. We must evolve before unintended consequences bite us.
In the days of Ben Graham, a famous professor widely regarded as the father of value investing, this pursuit of a new view of the investing landscape simply meant hunting for information about asset values in relation to price. Acquiring updated data often offered investors a fresh perspective and a view that others failed to appreciate. As information became more ubiquitous, that advantage fell away. New eyes, however, could see that informational advantages still existed in the small-cap landscape, where traditional stock coverage was sparse. Enterprising analysts could build relationships with small management teams, form unique insights, and invest accordingly. Regulations soon made uneven information flow illegal, and new eyes were again necessary to outperform.
4 | Chinese stocks are represented by the iShares MSCI China ETF. |
5 | Returns are net of fees and expenses. The benchmark of the MFAM Small-Cap Growth ETF is the Russell 2000 Growth Index. The benchmark of the Motley Fool 100 Index ETF is the S&P 500. |
Motley Fool ETFs
Letter to Shareholders (continued)
August 31, 2020 (Unaudited)
Several years ago, our team realized that business models had changed, such that more and more companies were investing through their income statement to amass technical and creative talent, build platforms, and rapidly acquire massive customer bases. This approach had the effect of depressing profitability in exchange for sales growth and deeper relationships with customers in the future. Companies that adopted this model appeared to be statistically expensive and value destructive, while in reality they were often underappreciated, high-quality investments with fantastic supernormal growth potential.
This observation represented our new eyes several years ago, but today, it seems to be entirely appreciated. The current landscape seems to be favorable for any company that is growing. The return dispersion of the Russell 1000 growth and value indexes during the fiscal year tells the story clearly: Growth returned 44% and value returned 1%.
There seems to be little distinction between companies that are telling a story about growth and those that are truly creating value. It can be difficult to discern the companies that will have robust medium- and long-term cash flows and those that can outdo their lofty embedded expectations. We can’t help seeing cobra breeders starting to pop up in the initial-offering market and special-purpose acquisition companies. New eyes today require a parsing of the growing company landscape. In our view, the critical analysis resides in two areas: defensible barriers to entry and fanatical customers. These are the areas we will be focusing on with new eyes to avoid being caught on the wrong side of Goodhart’s Law.
Thank you for your continued trust.
Onward,
Bryan Hinmon
Chief Investment Officer, MFAM Funds
Motley Fool ETFs
Letter to Shareholders (concluded)
August 31, 2020 (Unaudited)
Past performance does not guarantee future results.
This report is submitted for general information to the shareholders of the Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Funds. Opinions expressed are subject to change at any time, are not guaranteed, and should not be considered investment advice.
The value of the Funds’ investments may decrease, which will cause the value of the Funds’ shares to decrease. As a result, you may lose money on your investment in the Funds, and there can be no assurance that the Funds will achieve its investment objective. Investing involves risk. Principal loss is possible. The Funds are non-diversified, which means the NAV, market price and total returns may fluctuate or fall more than a diversified fund. Gains or losses on a single stock may have a greater impact on the Funds. The MFAM Small-Cap Growth ETF is actively managed. The Motley Fool 100 Index ETF is not actively managed and the Adviser does not attempt to take defensive positions in any market conditions, including adverse markets. The MFAM Small-Cap Growth ETF is recently organized, with no operating history. As a result, prospective investors have a limited track record on which to base their investment decision. In addition, there can be no assurance that the Fund will grow to, or maintain, an economically viable size. This Fund invests primarily in particular market capitalizations, including small-cap stocks, thus its performance will be especially sensitive to market conditions that particularly affect smaller capitalization companies. The stocks of quality growth companies can continue to be undervalued by the market for long periods of time. As a consequence of its investing style the Fund may underperform the market and its peers over short timeframes.
As with all ETFs, shares of the Funds may be bought and sold in the secondary market at market prices. Although it is expected that the market price of shares will approximate the Funds’ NAV, there may be times when the market price of shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of shares or during periods of market volatility. Shares are not individually redeeming from the Funds and brokerage commissions will reduce returns.
Funds holdings and/or security allocations are subject to change at any time and are not recommendations to buy or sell any security. Please see the schedule of investments in this report for a full list of Funds holdings.
Diversification does not assure a profit nor protect against loss in a declining market.
The Russell 2000 Growth Total Return® Index measures the performance of those companies included in the Russell 2000 Index with higher price-to-book ratios and higher forecasted earnings growth rates. The Russell 2000 Index measures the performance of approximately 2,000 companies with small-market capitalizations. It is not possible to invest directly in an index.
Russell 1000 Growth Index is an unmanaged benchmark that measures the investment return of large- and mid-capitalization growth stocks.
Russell 1000 Value Index, a broadly diversified index predominantly made up of value stocks of large U.S. companies.
The Motley Fool 100 Index was established by The Motley Fool in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by The Motley Fool’s analysts and newsletters.
The Motley Fool 100 Index ETF and MFAM Small-Cap Growth ETF are distributed by Quasar Distributors, LLC. No other products mentioned are distributed by Quasar Distributors, LLC.
Motley Fool 100 Index ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2020 |
| One Year | Since Inception | Inception Date |
Motley Fool 100 Index ETF | 50.67% | 22.85% | 1/29/2018 |
Motley Fool 100 Index* | 51.42% | 23.44%(1) | — |
S&P 500® Total Return Index** | 21.94% | 10.40%(1) | — |
Fund Expense Ratio(2) | 0.50% | | |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. The investment return and principal value of an investment will fluctuate so that shares, when redeemed or sold, may be worth more or less than their original cost.
(1) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
(2) | The expense ratio of the Fund is set forth according to the December 31, 2019 Prospectus for the Fund and may differ from the expense ratio disclosed in the Financial Highlights table in this report. See the Financial Highlights for most current expense ratio. |
* | The Motley Fool 100 Index (“Fool 100 Index”) was developed by The Motley Fool, LLC (“The Motley Fool”), an affiliate of Motley Fool Asset Management, LLC (“Adviser”), in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by The Motley Fool’s analysts and newsletters or the highest-rated stocks in Fool IQ, the company’s analyst opinion database. Every company included in the Fool 100 Index is incorporated and listed in the U.S. The Fool 100 Index is calculated and administered by Solactive AG (the “Index Calculation Agent”), which is not affiliated with the Fund, the Adviser or The Motley Fool. Additional information regarding the Fool 100 Index, including its value, is available on the websites of the Fund at www.mfamfunds.com and the Index Calculation Agent, at www.solactive.com. You cannot invest directly in an index. |
** | The S&P 500® Total Return Index is the total return version of the S&P 500® Index. Dividends are reinvested on a daily basis and all regular cash dividends are assumed reinvested in the index on the ex-dividend date. The S&P 500® Index is a market-capitalization-weighted index of 500 US stocks chosen for market size, liquidity and industry grouping, among other factors. The S&P 500® Index is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe. The S&P 500® Index was first introduced on the 1st of January, 1923, though expanded to 500 stocks on March 4, 1957. |
Motley Fool 100 Index ETF
Portfolio Characteristics (Concluded)
(Unaudited)
The following tables show the top ten holdings and sector allocations, in which the Motley Fool 100 Index ETF was invested in as of August 31, 2020. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Apple, Inc. | 13.2% |
Amazon.com, Inc. | 10.1 |
Microsoft Corp. | 10.1 |
Alphabet, Inc., Class C | 6.9 |
Facebook, Inc., Class A | 5.3 |
Berkshire Hathaway, Inc., Class B | 3.2 |
Visa, Inc., Class A | 2.7 |
Tesla, Inc. | 2.5 |
Johnson & Johnson | 2.5 |
Mastercard, Inc., Class A | 2.2 |
| 58.7% |
The Motley Fool 100 Index ETF uses the Global Industry Classification StandardSM (“GICSSM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”). We believe that this makes the SOI classifications more standard with the rest of the industry.
Sector Allocation | % OF Net Assets |
Information Technology | 41.0% |
Consumer Discretionary | 18.0 |
Communication Services | 17.1 |
Health Care | 11.2 |
Financials | 4.5 |
Industrials | 3.4 |
Real Estate | 1.6 |
Consumer Staples | 1.3 |
Utilities | 0.8 |
Materials | 0.7 |
Energy | 0.2 |
| 99.8% |
MFAM Small-Cap Growth ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED August 31, 2020 |
| One Year | Since Inception | Inception Date |
MFAM Small-Cap Growth ETF | 41.58% | 31.38% | 10/29/2018 |
Russell 2000 Growth Total Return® Index* | 17.28% | 13.48%(1) | — |
Fund Expense Ratio(2) | 0.85% | | |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. The investment return and principal value of an investment will fluctuate so that shares, when redeemed or sold, may be worth more or less than their original cost.
(1) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
(2) | The expense ratio of the Fund is set forth according to the December 31, 2019 Prospectus for the Fund and may differ from the expense ratio disclosed in the Financial Highlights table in this report. See the Financial Highlights for most current expense ratio. |
* | The Russell 2000 Growth Index Total Return® measures the performance of those companies included in the Russell 2000 Index with higher price-to-book ratios and higher forecasted earnings growth rates. The Russell 2000 Index measures the performance of approximately 2,000 companies with small-market capitalizations. |
MFAM Small-Cap Growth ETF
Portfolio Characteristics (CONCLUDED)
(Unaudited)
The following tables show the top ten holdings and sector allocations, in which the MFAM Small-Cap Growth ETF was invested in as of August 31, 2020. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
iRhythm Technologies, Inc. | 7.2% |
Paylocity Holding Corp. | 5.2 |
Everbridge, Inc. | 4.9 |
Cardlytics, Inc. | 4.6 |
Watsco, Inc. | 4.6 |
NLight, Inc. | 4.4 |
PTC Therapeutics, Inc. | 4.2 |
Jones Lang LaSalle, Inc. | 4.1 |
Penumbra, Inc. | 3.8 |
Goosehead Insurance, Inc., Class A | 3.6 |
| 46.6% |
The MFAM Small-Cap Growth ETF uses GICSSM as the basis for the classification of securities on the Schedule of Investments. We believe that this makes the SOI classifications more standard with the rest of the industry.
Sector Allocation | % OF Net Assets |
Health Care | 34.8% |
Information Technology | 23.7 |
Industrials | 18.2 |
Real Estate | 8.8 |
Communication Services | 4.7 |
Financials | 3.6 |
Consumer Discretionary | 2.9 |
| 96.7% |
Motley Fool ETFs
Fund Expense Examples
August 31, 2020 (Unaudited)
As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other ETFs.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020, and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, 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 first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying 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.
Do you know how many times a fund, or the market, has returned a smooth 5% over a long period of time? Never. But we have to pick some example. In reality, the market’s returns are always far bumpier, with the market returning 20% one year, followed by a loss of 10% the next year, followed by a 3% gain,etc. These variations affect actual expenses as well. Happily, over almost all time periods of 20 years or longer, according to the research of University of Pennsylvania’s Jeremy Siegel and others, the domestic market’s returns have been at least 5% per year on average. |
Motley Fool ETFs
Fund Expense Examples (Concluded)
August 31, 2020 (Unaudited)
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Returns for the Funds |
Motley Fool 100 Index ETF | | | | | |
Actual | $ 1,000.00 | $ 1,395.90 | $ 3.01 | 0.50% | 39.59% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,022.62 | 2.54 | 0.50 | N/A |
MFAM Small-Cap Growth ETF | | | | | |
Actual | $ 1,000.00 | $ 1,271.30 | $ 4.85 | 0.85% | 27.13% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.86 | 4.32 | 0.85 | N/A |
* | Expenses are equal to each Fund’s annualized expense ratio for the period March 1, 2020 through August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one-half year period. Each Fund’s ending account value in the first section in the table is based on the actual six-month total investment return for the Fund. |
Motley Fool 100 Index ETF
Schedule of Investments
August 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 99.8% | | | | | | | | |
Aerospace & Defense — 0.2% | | | | | | | | |
TransDigm Group, Inc. (United States) | | | 1,126 | | | $ | 562,628 | |
Air Freight & Logistics — 0.3% | | | | | | | | |
FedEx Corp. (United States) | | | 5,149 | | | | 1,131,956 | |
Automobiles — 2.7% | | | | | | | | |
Ford Motor Co. (United States)* | | | 83,171 | | | | 567,226 | |
Tesla, Inc. (United States)(a)* | | | 17,195 | | | | 8,568,613 | |
| | | | | | | 9,135,839 | |
Beverages — 0.3% | | | | | | | | |
Monster Beverage Corp. (United States)* | | | 10,834 | | | | 908,539 | |
Biotechnology — 2.4% | | | | | | | | |
Amgen, Inc. (United States) | | | 11,891 | | | | 3,012,228 | |
Biogen, Inc. (United States)* | | | 3,258 | | | | 937,131 | |
BioMarin Pharmaceutical, Inc. (United States)* | | | 3,629 | | | | 283,171 | |
Gilead Sciences, Inc. (United States) | | | 24,965 | | | | 1,666,414 | |
Seattle Genetics, Inc. (United States)* | | | 3,539 | | | | 560,365 | |
Vertex Pharmaceuticals, Inc. (United States)* | | | 5,294 | | | | 1,477,661 | |
| | | | | | | 7,936,970 | |
Capital Markets — 1.1% | | | | | | | | |
CME Group, Inc. (United States) | | | 7,732 | | | | 1,359,827 | |
Intercontinental Exchange, Inc. (United States) | | | 11,389 | | | | 1,209,853 | |
Moody’s Corp. (United States) | | | 3,798 | | | | 1,119,043 | |
| | | | | | | 3,688,723 | |
Chemicals — 0.7% | | | | | | | | |
Ecolab, Inc. (United States) | | | 5,859 | | | | 1,154,692 | |
Sherwin-Williams Co. (The) (United States) | | | 1,679 | | | | 1,126,693 | |
| | | | | | | 2,281,385 | |
Commercial Services & Supplies — 0.5% | | | | | | | | |
Cintas Corp. (United States)(a) | | | 2,120 | | | | 706,469 | |
Waste Management, Inc. (United States) | | | 8,359 | | | | 952,926 | |
| | | | | | | 1,659,395 | |
Diversified Financial Services — 3.2% | | | | | | | | |
Berkshire Hathaway, Inc., Class B (United States)* | | | 49,678 | | | | 10,831,791 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
August 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Electric Utilities — 0.8% | | | | | | | | |
NextEra Energy, Inc. (United States) | | | 10,179 | | | $ | 2,841,671 | |
Entertainment — 3.5% | | | | | | | | |
Activision Blizzard, Inc. (United States) | | | 15,606 | | | | 1,303,413 | |
Electronic Arts, Inc. (United States)* | | | 5,732 | | | | 799,442 | |
Netflix, Inc. (United States)* | | | 9,146 | | | | 4,843,356 | |
Walt Disney Co. (The) (United States) | | | 37,985 | | | | 5,009,082 | |
| | | | | | | 11,955,293 | |
Equity Real Estate Investment Trusts (REITs) — 1.6% | | | | | | | | |
Alexandria Real Estate Equities, Inc. (United States) | | | 2,623 | | | | 441,661 | |
American Tower Corp. (United States) | | | 9,154 | | | | 2,280,719 | |
Crown Castle International Corp. (United States) | | | 8,361 | | | | 1,364,933 | |
Equinix, Inc. (United States) | | | 1,761 | | | | 1,390,803 | |
| | | | | | | 5,478,116 | |
Food & Staples Retailing — 0.9% | | | | | | | | |
Costco Wholesale Corp. (United States) | | | 8,887 | | | | 3,089,654 | |
Food Products — 0.2% | | | | | | | | |
McCormick & Co., Inc. (United States) | | | 2,587 | | | | 533,439 | |
Health Care Equipment & Supplies — 1.7% | | | | | | | | |
Align Technology, Inc. (United States)* | | | 1,476 | | | | 438,343 | |
Becton Dickinson and Co. (United States) | | | 5,927 | | | | 1,438,898 | |
DexCom, Inc. (United States)* | | | 1,876 | | | | 798,069 | |
IDEXX Laboratories, Inc. (United States)* | | | 1,706 | | | | 667,148 | |
Intuitive Surgical, Inc. (United States)* | | | 2,429 | | | | 1,775,210 | |
ResMed, Inc. (United States) | | | 2,707 | | | | 489,372 | |
| | | | | | | 5,607,040 | |
Health Care Providers & Services — 2.7% | | | | | | | | |
CVS Health Corp. (United States) | | | 26,185 | | | | 1,626,612 | |
HCA Healthcare, Inc. (United States)* | | | 6,925 | | | | 939,861 | |
McKesson Corp. (United States) | | | 3,306 | | | | 507,273 | |
UnitedHealth Group, Inc. (United States) | | | 19,033 | | | | 5,948,764 | |
| | | | | | | 9,022,510 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
August 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Health Care Technology — 0.4% | | | | | | | | |
Cerner Corp. (United States) | | | 6,579 | | | $ | 482,701 | |
Veeva Systems, Inc., Class A (United States)* | | | 3,039 | | | | 857,819 | |
| | | | | | | 1,340,520 | |
Hotels, Restaurants & Leisure — 1.0% | | | | | | | | |
Chipotle Mexican Grill, Inc. (United States)* | | | 561 | | | | 735,067 | |
Marriott International, Inc., Class A (United States)(a)* | | | 6,771 | | | | 696,804 | |
Starbucks Corp. (United States) | | | 24,137 | | | | 2,038,852 | |
| | | | | | | 3,470,723 | |
Industrial Conglomerates — 0.8% | | | | | | | | |
3M Co. (United States) | | | 11,678 | | | | 1,903,748 | |
Roper Technologies, Inc. (United States) | | | 2,166 | | | | 925,293 | |
| | | | | | | 2,829,041 | |
Insurance — 0.2% | | | | | | | | |
Aflac, Inc. (United States) | | | 14,585 | | | | 529,727 | |
Interactive Media & Services — 12.5% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 14,174 | | | | 23,162,867 | |
Facebook, Inc., Class A (United States)* | | | 60,753 | | | | 17,812,780 | |
Match Group, Inc. (United States)* | | | 5,237 | | | | 584,868 | |
Twitter, Inc. (United States)* | | | 17,791 | | | | 721,959 | |
| | | | | | | 42,282,474 | |
Internet & Direct Marketing Retail — 10.8% | | | | | | | | |
Amazon.com, Inc. (United States)* | | | 9,921 | | | | 34,236,974 | |
Booking Holdings, Inc. (United States)* | | | 847 | | | | 1,618,151 | |
eBay, Inc. (United States) | | | 13,277 | | | | 727,314 | |
| | | | | | | 36,582,439 | |
IT Services — 7.3% | | | | | | | | |
Cognizant Technology Solutions Corp., Class A (United States) | | | 10,346 | | | | 691,734 | |
Mastercard, Inc., Class A (United States) | | | 20,886 | | | | 7,481,156 | |
Okta, Inc. (United States)(a)* | | | 2,459 | | | | 529,595 | |
PayPal Holdings, Inc. (United States)* | | | 23,197 | | | | 4,735,436 | |
Square, Inc., Class A (United States)* | | | 8,706 | | | | 1,389,129 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
August 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
IT Services (continued) | | | | | | | | |
Twilio, Inc., Class A (United States)* | | | 2,715 | | | $ | 732,398 | |
Visa, Inc., Class A (United States)(a) | | | 43,477 | | | | 9,216,689 | |
| | | | | | | 24,776,137 | |
Life Sciences Tools & Services — 0.3% | | | | | | | | |
Illumina, Inc. (United States)(a)* | | | 2,896 | | | | 1,034,509 | |
Machinery — 0.2% | | | | | | | | |
Cummins, Inc. (United States) | | | 2,951 | | | | 611,595 | |
Media — 0.2% | | | | | | | | |
Sirius XM Holdings, Inc. (United States)(a) | | | 90,442 | | | | 530,895 | |
Oil, Gas & Consumable Fuels — 0.2% | | | | | | | | |
Kinder Morgan, Inc. (United States) | | | 47,080 | | | | 650,646 | |
Pharmaceuticals — 3.8% | | | | | | | | |
Bristol-Myers Squibb Co. (United States) | | | 45,161 | | | | 2,809,014 | |
Johnson & Johnson (United States) | | | 54,694 | | | | 8,390,607 | |
Zoetis, Inc. (United States) | | | 9,589 | | | | 1,535,199 | |
| | | | | | | 12,734,820 | |
Professional Services — 0.2% | | | | | | | | |
CoStar Group, Inc. (United States)* | | | 796 | | | | 675,486 | |
Road & Rail — 1.1% | | | | | | | | |
Uber Technologies, Inc. (United States)* | | | 36,454 | | | | 1,225,948 | |
Union Pacific Corp. (United States) | | | 13,693 | | | | 2,635,081 | |
| | | | | | | 3,861,029 | |
Semiconductors & Semiconductor Equipment — 3.1% | | | | | | | | |
Broadcom, Inc. (United States) | | | 8,081 | | | | 2,805,319 | |
NVIDIA Corp. (United States) | | | 12,484 | | | | 6,678,690 | |
Skyworks Solutions, Inc. (United States) | | | 3,296 | | | | 477,426 | |
Xilinx, Inc. (United States) | | | 4,858 | | | | 506,009 | |
| | | | | | | 10,467,444 | |
Software — 17.3% | | | | | | | | |
Adobe Systems, Inc. (United States)* | | | 9,807 | | | | 5,034,816 | |
ANSYS, Inc. (United States)(a)* | | | 1,711 | | | | 580,046 | |
Autodesk, Inc. (United States)* | | | 4,464 | | | | 1,096,805 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (Continued)
August 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Software (continued) | | | | | | | | |
Cadence Design Systems, Inc. (United States)* | | | 5,480 | | | $ | 607,787 | |
Crowdstrike Holdings, Inc., Class A (United States)* | | | 4,494 | | | | 565,031 | |
Datadog, Inc., Class A (United States)* | | | 6,120 | | | | 511,326 | |
DocuSign, Inc. (United States)* | | | 3,626 | | | | 808,598 | |
Fortinet, Inc. (United States)* | | | 3,338 | | | | 440,633 | |
Intuit, Inc. (United States) | | | 5,259 | | | | 1,816,406 | |
Microsoft Corp. (United States) | | | 151,587 | | | | 34,187,416 | |
Palo Alto Networks, Inc. (United States)* | | | 1,948 | | | | 501,435 | |
Salesforce.com, Inc. (United States)(a)* | | | 18,625 | | | | 5,078,106 | |
ServiceNow, Inc. (United States)* | | | 3,807 | | | | 1,835,050 | |
Splunk, Inc. (United States)* | | | 3,071 | | | | 673,562 | |
Synopsys, Inc. (United States)* | | | 3,008 | | | | 665,670 | |
VMware, Inc., Class A (United States)(a)* | | | 8,100 | | | | 1,169,964 | |
Workday, Inc., Class A (United States)* | | | 4,639 | | | | 1,112,015 | |
Zoom Video Communications, Inc., Class A (United States)* | | | 5,656 | | | | 1,838,765 | |
| | | | | | | 58,523,431 | |
Specialty Retail — 2.4% | | | | | | | | |
AutoZone, Inc. (United States)* | | | 473 | | | | 565,855 | |
Home Depot, Inc. (The) (United States) | | | 21,660 | | | | 6,173,966 | |
TJX Cos, Inc. (The) (United States)* | | | 25,146 | | | | 1,377,749 | |
| | | | | | | 8,117,570 | |
Technology Hardware, Storage & Peripherals — 13.2% | | | | | | | | |
Apple, Inc. (United States) | | | 345,712 | | | | 44,610,677 | |
Textiles, Apparel & Luxury Goods — 1.1% | | | | | | | | |
NIKE, Inc., Class B (United States) | | | 31,981 | | | | 3,578,354 | |
Wireless Telecommunication Services — 0.9% | | | | | | | | |
T-Mobile US, Inc. (United States)* | | | 25,574 | | | | 2,983,974 | |
Total Common Stocks (Cost $219,666,275) | | | | | | | 336,856,440 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (Concluded)
August 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Rights — 0.0% | | | | | | | | |
Altaba, Inc. - Escrow Shares (United States)(b)* | | | 8,565 | | | $ | 192,284 | |
Total Rights (Cost $158,961) | | | | | | | 192,284 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 6.0% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.19% | | | 20,138,445 | | | | 20,138,445 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $20,138,445) | | | | | | | 20,138,445 | |
| | | | | | | | |
Short-Term Investments — 0.2% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05% (United States)(c) | | | 543,251 | | | | 543,251 | |
Total Short-Term Investments (Cost $543,251) | | | | | | | 543,251 | |
| | | | | | | | |
Total Investments (Cost $240,506,932) — 106.0% | | | | | | | 357,730,420 | |
Liabilities in Excess of Other Assets — (6.0)% | | | | | | | (20,183,684 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 10,025,000 shares outstanding) | | | | | | $ | 337,546,736 | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2020, the market value of securities on loan was $20,331,138. |
(b) | Security has been valued at fair market value using significant unobservable inputs as determined in good faith by or under the direction of The RBB Fund, Inc.’s Board of Directors. As of August 31, 2020, these securities amounted to $192,284 or 0.0% of net assets. |
(c) | The rate shown is as of August 31, 2020. |
The accompanying notes are an integral part of these financial statements.
MFAM Small-Cap Growth ETF
Schedule of Investments
August 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 96.7% | | | | | | | | |
Aerospace & Defense — 2.9% | | | | | | | | |
Axon Enterprise, Inc. (United States)(a)* | | | 35,998 | | | $ | 3,084,309 | |
Auto Components — 2.9% | | | | | | | | |
Fox Factory Holding Corp. (United States)* | | | 30,263 | | | | 3,050,813 | |
Biotechnology — 11.7% | | | | | | | | |
ADMA Biologics, Inc. (United States)(a)* | | | 692,372 | | | | 1,765,549 | |
Akcea Therapeutics, Inc. (United States)(a)* | | | 67,727 | | | | 1,238,050 | |
Editas Medicine, Inc. (United States)(a)* | | | 37,993 | | | | 1,338,493 | |
PTC Therapeutics, Inc. (United States)* | | | 90,403 | | | | 4,468,168 | |
Ultragenyx Pharmaceutical, Inc. (United States)* | | | 43,681 | | | | 3,715,506 | |
| | | | | | | 12,525,766 | |
Building Products — 2.3% | | | | | | | | |
Trex Co, Inc. (United States)* | | | 16,128 | | | | 2,410,975 | |
Electronic Equipment, Instruments & Components — 4.4% | | | | | | | | |
NLight, Inc. (United States)(a)* | | | 203,184 | | | | 4,746,378 | |
Equity Real Estate Investment Trusts (REITs) — 2.1% | | | | | | | | |
STAG Industrial, Inc. (United States) | | | 69,604 | | | | 2,248,209 | |
Health Care Equipment & Supplies — 19.6% | | | | | | | | |
Antares Pharma, Inc. (United States)* | | | 845,402 | | | | 2,392,488 | |
Globus Medical, Inc., Class A (United States)* | | | 57,869 | | | | 3,270,756 | |
Heska Corp. (United States)* | | | 34,456 | | | | 3,569,642 | |
iRhythm Technologies, Inc. (United States)(a)* | | | 34,885 | | | | 7,680,979 | |
Penumbra, Inc. (United States)* | | | 19,257 | | | | 4,027,601 | |
| | | | | | | 20,941,466 | |
Health Care Providers & Services — 3.4% | | | | | | | | |
HealthEquity, Inc. (United States)(a)* | | | 63,894 | | | | 3,672,627 | |
Insurance — 3.6% | | | | | | | | |
Goosehead Insurance, Inc., Class A (United States) | | | 37,574 | | | | 3,861,104 | |
Machinery — 6.1% | | | | | | | | |
John Bean Technologies Corp. (United States) | | | 28,612 | | | | 2,933,016 | |
Proto Labs, Inc. (United States)* | | | 24,372 | | | | 3,582,684 | |
| | | | | | | 6,515,700 | |
Media — 4.7% | | | | | | | | |
Cardlytics, Inc. (United States)(a)* | | | 65,420 | | | | 4,962,107 | |
The accompanying notes are an integral part of these financial statements.
MFAM Small-Cap Growth ETF
Schedule of Investments (Concluded)
August 31, 2020
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Real Estate Management & Development — 6.7% | | | | | | | | |
Howard Hughes Corp., (The) (United States)* | | | 24,827 | | | $ | 1,467,524 | |
Jones Lang LaSalle, Inc. (United States) | | | 42,229 | | | | 4,351,276 | |
Newmark Group, Inc., Class A (United States) | | | 310,543 | | | | 1,375,706 | |
| | | | | | | 7,194,506 | |
Road & Rail — 2.4% | | | | | | | | |
Landstar System, Inc. (United States) | | | 18,995 | | | | 2,528,044 | |
Software — 19.3% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)* | | | 51,104 | | | | 3,059,597 | |
Everbridge, Inc. (United States)(a)* | | | 35,456 | | | | 5,269,116 | |
Paylocity Holding Corp. (United States)* | | | 37,877 | | | | 5,577,388 | |
Q2 Holdings, Inc. (United States)* | | | 37,466 | | | | 3,645,067 | |
Smartsheet, Inc., Class A (United States)* | | | 55,724 | | | | 3,038,630 | |
| | | | | | | 20,589,798 | |
Trading Companies & Distributors — 4.6% | | | | | | | | |
Watsco, Inc. (United States) | | | 19,912 | | | | 4,878,241 | |
Total Common Stocks (Cost $79,455,753) | | | | | | | 103,210,043 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 16.8% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.19% | | | 17,906,714 | | | | 17,906,714 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $17,906,714) | | | | | | | 17,906,714 | |
| | | | | | | | |
Short-Term Investments — 3.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.05% (United States)(b) | | | 3,658,371 | | | | 3,658,371 | |
Total Short-Term Investments (Cost $3,658,371) | | | | | | | 3,658,371 | |
| | | | | | | | |
Total Investments (Cost $101,020,838) — 116.9% | | | | | | | 124,775,128 | |
Liabilities in Excess of Other Assets — (16.9)% | | | | | | | (18,030,571 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 3,275,000 shares outstanding) | | | | | | $ | 106,744,557 | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2020, the market value of securities on loan was $17,765,311. |
(b) | The rate shown is as of August 31, 2020. |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Assets and Liabilities
August 31, 2020
| | Motley Fool 100 Index ETF | | | MFAM Small-Cap Growth ETF | |
ASSETS | | | | | | | | |
Investments in securities at value (cost $219,825,236 and $79,455,753, respectively)^ | | $ | 337,048,724 | | | $ | 103,210,043 | |
Investments purchased with proceeds from securities lending collateral, at value (cost $20,138,445 and $17,906,714, respectively) | | | 20,138,445 | | | | 17,906,714 | |
Short-term investments, at value (cost $543,251 and $3,658,371, respectively) | | | 543,251 | | | | 3,658,371 | |
Receivables for: | | | | | | | | |
Capital shares sold | | | 5,051,011 | | | | — | |
Dividends | | | 236,172 | | | | 17,061 | |
Total assets | | | 363,017,603 | | | | 124,792,189 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Payables for: | | | | | | | | |
Securities lending collateral (see Note 7) | | | 20,138,445 | | | | 17,906,714 | |
Investments purchased | | | 5,090,178 | | | | — | |
Advisory fees | | | 242,244 | | | | 140,918 | |
Total liabilities | | | 25,470,867 | | | | 18,047,632 | |
Net assets | | $ | 337,546,736 | | | $ | 106,744,557 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Par value | | $ | 10,025 | | | $ | 3,275 | |
Paid-in capital | | | 223,316,006 | | | | 75,741,412 | |
Total distributable earnings/(losses) | | | 114,220,705 | | | | 30,999,870 | |
Net assets | | $ | 337,546,736 | | | $ | 106,744,557 | |
| | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 10,025,000 | | | | 3,275,000 | |
Net asset value, price per share | | | 33.67 | | | | 32.59 | |
^ Includes market value of securities on loan | | $ | 20,331,138 | | | $ | 17,765,311 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Statements of Operations
FOR THE YEAR ENDED AUGUST 31, 2020
| | Motley Fool 100 Index ETF | | | MFAM Small-Cap Growth ETF | |
INVESTMENT INCOME | | | | | | | | |
Dividends | | $ | 1,993,961 | | | $ | 362,528 | |
Securities lending income | | | 96,074 | | | | 76,751 | |
Total investment income | | | 2,090,035 | | | | 439,279 | |
| | | | | | | | |
EXPENSES | | | | | | | | |
Advisory fees (Note 3) | | | 1,117,698 | | | | 661,663 | |
Total expenses | | | 1,117,698 | | | | 661,663 | |
Net investment income/(loss) | | | 972,337 | | | | (222,384 | ) |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | |
Net realized gain/(loss) from investments | | | (2,378,624 | ) | | | 7,498,313 | |
Net realized gain/(loss) from redemption in-kind | | | 5,200,892 | | | | 2,111,319 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 96,115,567 | | | | 18,317,993 | |
Net realized and unrealized gain/(loss) on investments | | | 98,937,835 | | | | 27,927,625 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 99,910,172 | | | $ | 27,705,241 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 972,337 | | | $ | 1,123,896 | |
Net realized gain/(loss) from investments | | | 2,822,268 | | | | (367,935 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 96,115,567 | | | | 5,164,818 | |
Net increase/(decrease) in net assets resulting from operations | | | 99,910,172 | | | | 5,920,779 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (1,030,211 | ) | | | (793,681 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,030,211 | ) | | | (793,681 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 75,805,220 | | | | 45,942,865 | |
Shares redeemed | | | (23,009,180 | ) | | | (6,078,625 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 52,796,040 | | | | 39,864,240 | |
Total increase/(decrease) in net assets | | | 151,676,001 | | | | 44,991,338 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 185,870,735 | | | | 140,879,397 | |
End of period | | $ | 337,546,736 | | | $ | 185,870,735 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 2,750,000 | | | | 2,200,000 | |
Shares redeemed | | | (1,000,000 | ) | | | (300,000 | ) |
Net increase/(decrease) in shares outstanding | | | 1,750,000 | | | | 1,900,000 | |
The accompanying notes are an integral part of these financial statements.
MFAM Small-Cap Growth ETF
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE Period ENDED AUGUST 31, 2019* | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (222,384 | ) | | $ | (5,296 | ) |
Net realized gain/(loss) from investments | | | 9,609,632 | | | | 1,419,174 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 18,317,993 | | | | 5,436,297 | |
Net increase/(decrease) in net assets resulting from operations | | | 27,705,241 | | | | 6,850,175 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (979,168 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (979,168 | ) | | | — | |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 23,164,892 | | | | 68,046,763 | |
Shares redeemed | | | (14,299,738 | ) | | | (3,743,608 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 8,865,154 | | | | 64,303,155 | |
Total increase/(decrease) in net assets | | | 35,591,227 | | | | 71,153,330 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 71,153,330 | | | | — | |
End of period | | $ | 106,744,557 | | | $ | 71,153,330 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 850,000 | | | | 3,225,000 | |
Shares redeemed | | | (625,000 | ) | | | (175,000 | ) |
Net increase/(decrease) in shares outstanding | | | 225,000 | | | | 3,050,000 | |
* | Inception date of the Fund was October 29, 2018. |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | YEARS ENDED AUGUST 31, | | | For the Period Ended august 31, | |
| | 2020 | | | 2019 | | | 2018(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 22.46 | | | $ | 22.10 | | | $ | 20.00 | |
Net investment income/(loss)(2) | | | 0.11 | | | | 0.15 | | | | 0.08 | |
Net realized and unrealized gain/(loss) from investments | | | 11.23 | | | | 0.32 | | | | 2.02 | |
Net increase/(decrease) in net assets resulting from operations | | | 11.34 | | | | 0.47 | | | | 2.10 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | |
Net investment income | | | (0.13 | ) | | | (0.11 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.13 | ) | | | (0.11 | ) | | | — | |
Net asset value, end of period | | $ | 33.67 | | | $ | 22.46 | | | $ | 22.10 | |
Market value, end of period | | $ | 33.66 | | | $ | 22.42 | | | $ | 22.13 | |
Total investment return/(loss) on net asset value(3) | | | 50.67 | % | | | 2.27 | % | | | 10.49 | %(5) |
Total investment return/(loss) on market price(4) | | | 50.89 | % | | | 1.93 | % | | | 10.65 | %(5) |
RATIO/SUPPLEMENTAL DATA | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 337,547 | | | $ | 185,871 | | | $ | 140,879 | |
Ratio of expenses to average net assets | | | 0.50 | % | | | 0.50 | % | | | 0.50 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.43 | % | | | 0.69 | % | | | 0.68 | %(6) |
Portfolio turnover rate | | | 26 | % | | | 26 | % | | | 10 | %(5) |
(1) | Inception date of the Fund was January 29, 2018. |
(2) | Per share data calculated using average shares outstanding method. |
(3) | Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(4) | Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period. |
The accompanying notes are an integral part of these financial statements.
MFAM Small-Cap Growth ETF
Financial Highlights
Contained below is per share operating performance data for shares outstanding, total investment return/(loss) return, ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements.
| | YEAR ENDED AUGUST 31, | | | FOR THE PERIOD ENDED AUGUST 31, | |
| | 2020 | | | 2019(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | |
Net asset value, beginning of period | | $ | 23.33 | | | $ | 20.00 | |
Net investment income/(loss)(2) | | | (0.07 | ) | | | — | (3) |
Net realized and unrealized gain/(loss) from investments | | | 9.67 | | | | 3.33 | |
Net increase/(decrease) in net assets resulting from operations | | | 9.60 | | | | 3.33 | |
Dividends and distributions to shareholders from: | | | | | | | | |
Net realized capital gains | | | (0.34 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.34 | ) | | | — | |
Net asset value, end of period | | $ | 32.59 | | | $ | 23.33 | |
Market value, end of period | | $ | 32.68 | | | $ | 23.34 | |
Total investment return/(loss) on net asset value(4) | | | 41.58 | % | | | 16.65 | %(6) |
Total investment return/(loss) on market price(5) | | | 41.88 | % | | | 16.69 | %(6) |
RATIO/SUPPLEMENTAL DATA | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 106,745 | | | $ | 71,153 | |
Ratio of expenses to average net assets | | | 0.85 | % | | | 0.85 | %(7) |
Ratio of net investment income/(loss) to average net assets | | | (0.29 | )% | | | (0.01 | )%(7) |
Portfolio turnover rate | | | 27 | % | | | 21 | %(6) |
(1) | Inception date of the Fund was October 29, 2018. |
(2) | Per share data calculated using average shares outstanding method. |
(3) | Amount rounds to less than 0.01 per share. |
(4) | Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(5) | Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at market price during the period and redemption at market price on the last day of the period. |
The accompanying notes are an integral part of these financial statements.
Motley Fool ETFs
Notes to Financial Statements
August 31, 2020
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Motley Fool 100 Index ETF (the “Fool 100 Fund”) and the MFAM Small-Cap Growth ETF (“Small-Cap Growth Fund”) (each a “Fund” and together the “Funds”). The Fool 100 Fund and Small-Cap Growth Fund commenced investment operations on January 29, 2018 and October 29, 2018, respectively.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The investment objective of the Fool 100 Fund is to achieve investment results that correspond (before fees and expenses) generally to the total return performance of the Motley Fool 100 Index (the “Fool 100 Index”). The Fool 100 Index was developed by The Motley Fool, LLC (“The Motley Fool”), an affiliate of the Adviser, in 2017 and is a proprietary, rules-based index designed to track the performance of the 100 largest, most liquid U.S. companies that have been recommended by The Motley Fool’s analysts and newsletters or the highest-rated stocks in Fool IQ, the company’s analyst opinion database. Every company include in the Fool 100 Index is incorporated and listed in the U.S. The investment objective of the Small-Cap Growth Fund is to achieve long-term capital appreciation.
The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies”.
The end of the reporting period for the Funds is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
PORTFOLIO VALUATION — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Funds are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Foreign securities are valued based on prices from the primary market in which they are traded, and are translated from the local currency into U.S. dollars using current exchange rates. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments. Such procedures use fundamental valuation methods, which may include, but are not limited to, an analysis of the effect of any restrictions on the resale of the security, industry analysis and trends, significant changes in the issuer’s financial position, and any other event which could have a significant impact on the value of the security. Determination of fair value involves subjective judgment as the actual market value of a particular security can be established only by negotiations between the parties in a sales transaction, and the difference between the recorded fair value and the value that would be received in a sale could be significant.
FAIR VALUE MEASUREMENTS — The inputs and valuation techniques used to measure the fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:
| ● | Level 1 – Prices are determined using quoted prices in active markets for identical securities. |
| ● | Level 2 – Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
Motley Fool ETFs
Notes to Financial Statements (continued)
August 31, 2020
| ● | Level 3 – Prices are determined using significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Funds’ investments carried at fair value:
FOOL 100 FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 336,856,440 | | | $ | 336,856,440 | | | $ | — | | | $ | — | | | $ | — | |
Rights | | | 192,284 | | | | — | | | | — | | | | 192,284 | | | | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 20,138,445 | | | | — | | | | — | | | | — | | | | 20,138,445 | |
Short-Term Investments | | | 543,251 | | | | 543,251 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 357,730,420 | | | $ | 337,399,691 | | | $ | — | | | $ | 192,284 | | | $ | 20,138,445 | |
SMALL-CAP GROWTH FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 103,210,043 | | | $ | 103,210,043 | | | $ | — | | | $ | — | | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 17,906,714 | | | | — | | | | — | | | | — | | | | 17,906,714 | |
Short-Term Investments | | | 3,658,371 | | | | 3,658,371 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 124,775,128 | | | $ | 106,868,414 | | | $ | — | | | $ | — | | | $ | 17,906,714 | |
* | Please refer to the Schedule of Investments for further details. |
^ | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Assets and Liabilities. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
Motley Fool ETFs
Notes to Financial Statements (continued)
August 31, 2020
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if a Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Funds had no Level 3 transfers.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Funds record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gains are recorded as a reduction of cost of investments and/or as a realized gain. Expenses and fees, including investment advisory fees, are accrued daily and taken into account for the purpose of determining the NAV of each Fund.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — Each Fund pays dividends from its net investment income and distributes any net capital gains that it realizes. Dividends and capital gains distributions are generally paid once a year and as required to comply with federal excise tax requirements. Distributions to shareholders are determined in accordance with tax regulations and recorded on ex dividend date. Additionally, each Fund reports details of distribution-related transactions on quarterly account statements. You may not receive a separate confirmation statement for these transactions.
U.S. TAX STATUS — No provision is made for U.S. income taxes as it is the Funds’ intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
CORONAVIRUS (COVID-19) PANDEMIC — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
OTHER — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and, therefore, cannot be estimated; however, the Funds expect the risk of material loss from such claims to be remote.
2. Investment Policies and Practices
The sections below describe some of the different types of investments that may be made by the Funds and the investment practices in which the Funds may engage.
TYPES OF FIXED-INCOME SECURITIES — Each Fund may invest in bonds and other types of debt obligations of U.S. and foreign issuers. Fixed income securities purchased by a Fund may include, among others, bonds, notes, and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities
Motley Fool ETFs
Notes to Financial Statements (continued)
August 31, 2020
(“U.S. Government Securities”); municipal securities; mortgage-backed and asset-backed securities; and debt securities issued or guaranteed by foreign governments, their agencies, instrumentalities, or political subdivisions, or by government-owned, -controlled, or -sponsored entities, including central banks. These investments also include money market instruments and other types of obligations. Investors should recognize that, although securities ratings issued by S&P Global Ratings (“S&P”), a division of The McGraw-Hill Companies, Inc., and Moody’s Investors Services©, Inc. (“Moody’s”), provide a generally useful guide as to credit risks, they do not offer any criteria to evaluate interest rate risk. Changes in interest rate levels generally cause fluctuations in the prices of fixed-income securities and will, therefore, cause fluctuations in the NAV per share of a Fund. Subsequent to the purchase of a fixed-income security by a Fund, the ratings or credit quality of such security may deteriorate. Any such subsequent adverse changes in the rating or quality of a security held by a Fund would not require a Fund to sell the security.
REAL ESTATE INVESTMENT TRUSTS — Real estate investment trusts (“REITs”) are pooled investment vehicles that manage a portfolio of real estate or real estate-related loans to earn profits for their shareholders. REITs are generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of the borrower on any credit extended. REITs are dependent upon management skills, may not be diversified geographically or by property type, and are subject to heavy cash-flow dependency, default by borrowers, and self-liquidation. REITs must also meet certain requirements under the Internal Revenue Code of 1986, as amended (the “Code”), to avoid entity level tax and be eligible to pass through certain tax attributes of their income to shareholders. REITs are consequently subject to the risk of failing to meet these requirements for favorable tax treatment and of failing to maintain their exemptions from registration under the 1940 Act. REITs are also subject to the risks of changes in the Code, affecting their tax status.
REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT’s investment in fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT’s investment in fixed-rate obligations can be expected to decline. In contrast, as interest rates on adjustable-rate mortgage loans are reset periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed-rate obligations.
The management of a REIT may be subject to conflicts of interest with respect to the operation of the business of the REIT and may be involved in real estate activities competitive with the REIT. REITs may own properties through joint ventures or in other circumstances in which a REIT may not have control over its investments. REITs may use significant amounts of leverage.
REITs often do not provide complete tax information until after the end of the calendar year. Consequently, because of the delay, it may be necessary for a Fund, if invested in REITs, to request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31. Alternatively, amended Forms 1099-DIV may be sent.
TEMPORARY INVESTMENTS — During periods of adverse market or economic conditions, a Fund may temporarily invest all or a substantial portion of its assets in high-quality, fixed-income securities, money market instruments, and shares of money market mutual funds, or it may hold cash. At such times, a Fund would not be pursuing its stated investment objective with its usual investment strategies. A Fund may also hold these investments for liquidity purposes. Fixed-income securities will be deemed to be of high quality if they are rated “A” or better by S&P or Moody’s or, if unrated, are determined to be of comparable quality by the Adviser. Money market instruments are high-quality, short-term fixed income obligations (which generally have remaining maturities of one year or less), and may include U.S. Government Securities, commercial paper, certificates of deposit and banker’s acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements for US. Government Securities. In lieu of purchasing money market instruments, a Fund may purchase shares of money market mutual funds that invest primarily in U.S. Government Securities and repurchase agreements involving those securities, subject to certain limitations imposed by the 1940 Act. A Fund, as an investor in a money market fund, will indirectly bear the fees and expenses of the money market fund. These indirect fees and expenses will be in addition to the fees and expenses of the Funds. Repurchase agreements involve certain risks not associated with direct investments in debt securities.
Motley Fool ETFs
Notes to Financial Statements (continued)
August 31, 2020
3. INVESTMENT adviser and other services
Each Fund pays all of its expenses other than those expressly assumed by Motley Fool Asset Management, LLC (the “Adviser”). Expenses of each Fund are deducted from the Fund’s total income before dividends are paid. Subject to the supervision of the Board, the Adviser manages the overall investment operations of each Fund in accordance with the Fund’s respective investment objective and policies and formulates a continuing investment strategy for each Fund pursuant to the terms of the Investment Advisory Agreements between the Adviser and the Company on behalf of each Fund. The Adviser is a wholly-owned subsidiary of Motley Fool Investment Management, LLC, which is a wholly owned subsidiary of The Motley Fool Holdings Inc. (“TMF Holdings”), a multimedia financial-services holding company that also owns The Motley Fool, which publishes investment information and analysis across a wide range of media, including investment newsletter services, websites, and books. TMF Holdings is controlled by David Gardner and Tom Gardner, along with other private shareholders. The Funds compensate the Adviser with a unitary management fee for its services at an annual rate of 0.50% for the Fool 100 Fund and 0.85% for the Small-Cap Growth Fund; based on each Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears. From the Advisory Fee, the Adviser pays most of the expenses of each Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services. However, the Adviser is not responsible for interest expenses, brokerage commissions and other trading expenses, fees and expenses of independent directors and their independent counsel, taxes and other extraordinary costs such as litigation and other expenses not incurred in the ordinary course of business.
During the current fiscal period, investment advisory fees accrued were as follows:
FUND | | ADVISORY FEES | |
Fool 100 Fund | | $ | 1,117,698 | |
Small-Cap Growth Fund | | | 661,663 | |
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Funds. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Funds’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Funds’ distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Funds’ distributor.
Under the Fund’s unitary fee, the Adviser compensates Fund Services and the Custodian for its services provided.
DIRECTOR AND OFFICER COMPENSATION — The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Funds or the Company. An employee of Vigilant Compliance, LLC serves as Chief Compliance Officer of the Adviser. Neither the Funds nor the Company compensate this individual or Vigilant Compliance, LLC for the services provided to Motley Fool Asset Management. For Director and Officer compensation amounts, please refer to the Statements of Operations.
Motley Fool ETFs
Notes to Financial Statements (continued)
August 31, 2020
4. PURCHASES AND SALES OF INVESTMENT SECURITIES
During the current fiscal period, aggregate purchases and sales and maturities of investment securities (excluding in-kind transactions and short-term investments) of the Funds were as follows:
FUND | | PURCHASES | | | SALES | |
Fool 100 Fund | | $ | 60,999,740 | | | $ | 58,484,470 | |
Small-Cap Growth Fund | | | 20,314,805 | | | | 23,673,233 | |
There were no purchases or sales of long-term U.S. Government Securities during the current fiscal period.
During the current fiscal period, aggregate purchases and sales and maturities of in-kind transactions of the Funds were as follows:
FUND | | PURCHASES | | | SALES | |
Fool 100 Fund | | $ | 73,649,986 | | | $ | 22,568,173 | |
Small-Cap Growth Fund | | | 22,233,054 | | | | 10,024,488 | |
5. Federal Income tax information
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Funds were as follows:
FUND | | FEDERAL TAX COST | | | UNREALIZED APPRECIATION | | | UNREALIZED (DEPRECIATION) | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
Fool 100 Fund | | $ | 242,342,659 | | | $ | 119,341,734 | | | $ | (3,953,973 | ) | | $ | 115,387,761 | |
Small-Cap Growth Fund | | | 101,038,604 | | | | 29,155,740 | | | | (5,419,216 | ) | | | 23,736,524 | |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Motley Fool ETFs
Notes to Financial Statements (continued)
August 31, 2020
The following permanent differences as of August 31, 2020, primarily attributable to foreign currency transactions and in-kind redemptions gains, were reclassified among the following accounts:
FUND | | DISTRIBUTABLE EARNINGS/LOSS | | | PAID-IN CAPITAL | |
Fool 100 Fund | | $ | (5,020,345 | ) | | $ | 5,020,345 | |
Small-Cap Growth Fund | | | (2,104,637 | ) | | | 2,104,637 | |
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
FUND | | UNDISTRIBUTED ORDINARY INCOME | | | UNDISTRIBUTED LONG-TERM CAPITAL GAINS | | | CAPITAL LOSS CARRYOVER | | | QUALIFIED LATE-YEAR LOSS DEFERRAL | | | OTHER | | | UNREALIZED APPRECIATION/ (DEPRECIATION) | | | Total | |
Fool 100 Fund | | $ | 769,933 | | | $ | — | | | $ | (1,936,989 | ) | | $ | — | | | $ | — | | | $ | 115,387,761 | | | $ | 114,220,705 | |
Small-Cap Growth Fund | | | 445,717 | | | | 6,817,629 | | | | — | | | | — | | | | — | | | | 23,736,524 | | | | 30,999,870 | |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing of recognition of income and gains for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal periods ended August 31, 2020 and August 31, 2019 were as follows:
FUND | | TAX YEAR | | | ORDINARY INCOME | | | LONG-TERM CAPITAL GAIN | | | TOTAL | |
Fool 100 Fund | | | 2020 | | | $ | 1,030,211 | | | $ | — | | | $ | 1,030,211 | |
Fool 100 Fund | | | 2019 | | | | 793,681 | | | | — | | | | 793,681 | |
Small-Cap Growth Fund | | | 2020 | | | | 966,374 | | | | 12,794 | | | | 979,168 | |
Small-Cap Growth Fund | | | 2019 | | | | — | | | | — | | | | — | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2020, the Fool 100 Fund had unexpiring short-term and long-term losses of $1,324,951 and 612,038, respectively.
6. SHARE TRANSACTIONS
Shares of the Funds are listed and trade on the Cboe BZX Exchange, Inc. (the “Exchange”). Market prices for the shares may be different from their NAV. Each Fund issues and redeems shares on a continuous basis at NAV only in blocks of 25,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of each Fund. Creation Units may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository
Motley Fool ETFs
Notes to Financial Statements (continued)
August 31, 2020
Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem shares directly from each Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
Each Fund currently offers one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for each Fund is $250, payable to the custodian. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees are imposed to compensate each Fund for the transaction costs associated with the cash transactions. Variable fees received by each Fund, if any, are displayed in the capital shares transactions section of the Statements of Changes in Net Assets. Each Fund may issue an unlimited number of shares of beneficial interest, with $0.001 par value per share. Shares of each Fund have equal rights and privileges.
7. SECURITIES LENDING
The Funds may make secured loans of its portfolio securities to brokers, dealers and other financial institutions to earn additional income and receive cash collateral equal to at least 100% of the current market value of the loaned securities, as marked to market each day that the NAV of the Funds is determined. When the collateral falls below specified amounts, the Funds’ lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the security lending agreement. The Funds will pay administrative and custodial fees in connection with the loan of securities. Collateral is invested in short-term investments and the Funds will bear the risk of loss of the invested collateral. Investments purchased with proceeds from securities lending are overnight and continuous. Securities lending will expose the Funds to the risk of loss should a borrower default on its obligation to return the borrowed securities. The market value of the securities on loan and cash collateral as of the end of the reporting period and the income generated from the program during the current fiscal period with respect to such secured loans were as follows:
FUND | | MARKET VALUE OF SECURITIES LOANED | | | MARKET VALUE OF COLLATERAL | | | INCOME RECEIVED FROM SECURITIES LENDING | |
Fool 100 Fund | | $ | 20,331,138 | | | $ | 20,138,445 | | | $ | 96,074 | |
Small-Cap Growth Fund | | | 17,765,311 | | | | 17,906,714 | | | | 76,751 | |
Securities lending transactions are entered into by the Funds’ securities lending agent on behalf of the Funds’ under a Master Securities Lending Agreement (“MSLA”) which permits the Funds’ securities lending agent on behalf of the Funds under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset amounts payable on behalf of the
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Notes to Financial Statements (concluded)
August 31, 2020
Funds to the same counterparty against amounts to be received and create one single net payment due to or from the Funds. The following table is a summary of the Funds’ open securities lending transactions which are subject to a MSLA as of the end of the reporting period:
| | | | | | | | | | | | | | GROSS AMOUNTS NOT OFFSET IN THE STATEMENTS OF ASSETS AND LIABILITIES | |
FUND | | GROSS AMOUNTS OF RECOGNIZED ASSETS | | | GROSS AMOUNTS OFFSET IN THE STATEMENTS OF ASSETS AND LIABILITIES | | | NET AMOUNTS OF ASSETS PRESENTED IN THE STATEMENTS OF ASSETS AND LIABILITIES | | | FINANCIAL INSTRUMENTS1 | | | CASH COLLATERAL RECEIVED | | | NET AMOUNT2 | |
Fool 100 Fund | | $ | 20,331,138 | | | $ | — | | | $ | 20,331,138 | | | $ | (20,138,445 | ) | | $ | — | | | $ | 192,693 | |
Small-Cap Growth Fund | | | 17,765,311 | | | | — | | | | 17,765,311 | | | | (17,765,311 | ) | | | — | | | | — | |
1 | Amount disclosed is limited to the amount of assets presented in the Statements of Assets and Liabilities. Actual collateral received may be more than the amount shown. |
2 | Net amount represents the net amount receivable from the counterparty in the event of default. |
8. New accounting pronouncements and regulatory updates
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Funds’ financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
9. Subsequent Events
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.
Motley Fool ETFs
Report of Independent Registered
Public Accounting Firm
To the Board of Directors of
The RBB Fund, Inc.
and the Shareholders of the Motley Fool ETFs
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities of the Motley Fool 100 Index ETF and MFAM Small-Cap Growth ETF (the “Funds”), each a series of The RBB Fund, Inc., including the schedules of investments, as of August 31, 2020, the related statements of operations, the statements of changes in net assets and the financial highlights for each of the periods indicated in the table below, 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 Funds as of August 31, 2020, the results of their operations, the changes in their net assets, and their financial highlights for the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.
Individual Funds constituting Motley Fool ETFs | Statement of operations | Statements of changes in net assets | Financial highlights |
Motley Fool 100 Index ETF | For the year ended August 31, 2020 | For each of the two years in the period ended August 31, 2020 | For each of the two years in the period ended August 31, 2020 and for the period January 29, 2018 (commencement of operations) through August 31, 2018 |
MFAM Small-Cap Growth ETF | For the year ended August, 2020 | For the year ended August 31, 2020 and for the period October 29, 2018 (commencement of operations) through August 31, 2019 | For the year ended August 31, 2020 and for the period October 29, 2018 (commencement of operations) through August 31, 2019 |
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Funds’ 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 Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2011.
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 the Funds’ 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 Funds’ internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks 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 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. Our procedures included confirmation of securities owned as of August 31, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Philadelphia, Pennsylvania
October 29, 2020
MOTLEY FOOL ETFS
Shareholder Tax Information (Unaudited)
Certain tax information regarding the Funds is required to be provided to shareholders based upon the Funds’ income and distributions for the taxable period ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2020. During the fiscal year ended August 31, 2020, the following dividends and distributions were paid by the Funds:
FUND | ORDINARY INCOME | LONG-TERM GAINS |
Fool 100 Fund | $ 1,030,211 | $ — |
Small-Cap Growth Fund | 966,374 | 12,794 |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Under the Jobs and Growth Tax relief Reconciliation Act of 2003 the following percentages of ordinary dividends paid during the fiscal year ended August 31, 2020 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
Fool 100 Fund | 100.00% |
Small-Cap Growth Fund | 11.16% |
The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for the Funds are as follows:
Fool 100 Fund | 100.00% |
Small-Cap Growth Fund | 11.16% |
Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any.
In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.
Motley Fool ETFs
Notice to Shareholders
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Information on Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available (i) without charge, upon request, by calling (888) 863-8803; and (ii) on the SEC’s website at http://www.sec.gov.
Quarterly Schedule of Investments
The Company files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT are available on the SEC’s website at http://www.sec.gov.
Frequency Distributions of Premiums and Discounts
Information regarding how often shares of the Funds trade on an exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Funds is available, without charge, on the Funds’ website at www.mfamfunds.com.
APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
As required by the 1940 Act, the Board of the Company, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreements between MFAM and the Company (the “Investment Advisory Agreements”) on behalf of the Motley Fool 100 Index ETF and the MFAM Small-Cap Growth ETF (for this section only, each a “Fund” and collectively the “Funds”), at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreements for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreements reflects the exercise of its business judgment to continue the existing arrangements. In approving the Investment Advisory Agreements, the Board considered information provided by MFAM with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreements between the Company and MFAM with respect to the Funds, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of MFAM’s services provided to the Funds; (ii) descriptions of the experience and qualifications of MFAM’s personnel providing those services; (iii) MFAM’s investment philosophies and processes; (iv) MFAM’s assets under management and client descriptions; (v) MFAM’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) MFAM’s advisory fee arrangement with the Company and other similarly managed clients; (vii) MFAM’s compliance policies and procedures; (viii) MFAM’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Funds; (ix) the extent to which economies of scale are relevant to the Funds; (x) a report prepared by Broadridge/Lipper comparing each Fund’s management fees and total expense ratio to those of its Lipper peer group; and (xi) a report comparing the performance of the Funds to the performance of their respective benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by MFAM. The Directors concluded that MFAM had substantial resources to provide services to the Funds and that MFAM’s services had been acceptable.
The Directors also considered the investment performance of the Funds and MFAM. The Directors considered the Funds’ investment performance in light of their investment objectives and investment strategies. The Directors concluded that the investment performance of each of the Funds as compared to their respective benchmarks and Lipper Groups was acceptable.
In reaching this conclusion, the Directors noted the performance of the Motley Fool 100 Index ETF. The Directors considered that because the Motley Fool 100 Index ETF was designed to track the performance of its index, the relevant consideration was the extent to which the Fund tracked its index before fees and expenses. The Board also noted that the performance of the index did not take into account the expenses incurred when purchasing or selling securities, which expenses would lower the performance of a fund seeking to replicate some or all of the holdings of the index. The Board noted that for the year-to-date, one-year and since
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inception periods ended March 31, 2020, the Motley Fool 100 Index ETF’s performance was in line with its index before fees and expenses. The Directors also noted that the Motley Fool 100 Index ETF ranked in the 1st quintile in its Lipper Performance Group for the one-year and since-inception periods ended December 31, 2019.
The Directors noted the MFAM Small-Cap Growth ETF had outperformed its benchmark for the year-to-date, one-year and since-inception periods ended March 31, 2020. The Directors also noted that the MFAM Small-Cap Growth ETF ranked in the 1st quintile in its Lipper Performance Group for the one-year and since-inception periods ended December 31, 2019.
The Board also considered the advisory fee rates payable by the Funds under the Investment Advisory Agreements. In this regard, information on the fees paid by the Funds and the Funds’ total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms.
The Directors noted that the actual advisor fee and total expenses of the MFAM Small-Cap Growth ETF ranked in the 5th quintile of the Fund’s Lipper Expense Group.
The Directors noted that the actual advisor fee and total expenses of the Motley Fool 100 Index ETF ranked in the 5th quintile of the Fund’s Lipper Expense Group.
The Board also took into consideration that the advisory fee for the Motley Fool 100 Index ETF and the MFAM Small-Cap Growth ETF was a “unitary fee,” meaning those Funds paid no expenses other than the advisory fee and certain other costs such as interest, brokerage and extraordinary expenses. The Board noted that MFAM continued to be responsible for compensating the Company’s other service providers and paying other expenses of the Motley Fool 100 Index ETF and the MFAM Small-Cap Growth ETF out of its own fees and resources.
After reviewing the information regarding the Funds’ costs, profitability and economies of scale, and after considering MFAM’s services, the Directors concluded that the investment advisory fees paid by the Funds were fair and reasonable and that the Investment Advisory Agreements should be approved and continued for an additional one year period ending August 16, 2021.
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What Does Motley Fool Funds Do With Your Personal Information?
Why?: Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information.
Please read this notice carefully to understand what we do.
What?: The type of personal information we collect and share depend on the product or service you have with us. This information can include:
| ● | Social Security number and transaction history |
| ● | Account balances and checking account information |
| ● | Account transactions and wire transfer instructions |
When you are no longer a customer, we continue to share your information as described in this notice.
How?: All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Motley Fool Asset Management chooses to share; and whether you can limit this sharing.
Reasons we share your personal information | Does Motley Fool Asset Management share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transaction, maintain your account(s), provide you with necessary information, respond to court orders and legal investigation, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | Yes |
For joint marketing with other financial companies | No | We don’t share |
For our affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | Yes | Yes |
For nonaffiliates to market to you | No | We don’t share |
Visit us online: https://www.mfamfunds.com/website-privacy-policy/
Please note:
| ● | If you are a new customer, we can begin sharing your information 30 days from the days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. |
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However, you can contact us at any time to limit our sharing.
Questions: Call 1-888-863-8803 or go to www.mfamfunds.com
What we do:
How does Motley Fool Asset Management protect my personal information?
We collect your personal information, for example, when you:
| ● | Open an account or provide account information |
| ● | Make deposits or withdrawals from your account |
| ● | Make a wire transfer or tell us where to send the money |
We also collect your personal information from other companies.
Why can’t I limit all sharing?
Federal law gives you the right to limit only:
| ● | Sharing for affiliates everyday business purposes – information about your creditworthiness |
| ● | Make deposits or withdrawals from your account |
| ● | Sharing for nonaffiliates to market to you |
State laws and individual companies may give you additional rights to limit sharing.
What happens when I limit sharing for an account I hold jointly with someone else?
Your choices will apply to everyone on your account.
EUROPEAN UNION’S GENERAL DATA PROTECTION REGULATION
In addition to the above information, where applicable, you have the following rights under the European Union’s General Data Protection Regulation (“GDPR”) and U.S. Privacy Laws, as applicable and to the extent permitted by law, to
| ● | Check whether we hold personal information about you and to access such data (in accordance with our policy) |
| ● | Request the correction of personal information about you that is inaccurate |
| ● | Have a copy of the personal information we hold about you provided to you or another “controller” where technically feasible |
| ● | Request the erasure of your personal information |
| ● | Request the restriction of processing concerning you |
The legal grounds for processing of your personal information is for contractual necessity and compliance with law.
If you wish to exercise any of your rights above, please call: 1-888-863-8803.
You are required to ensure the personal information we hold about you is up-to-date and accurate and you must notify us of any changes to the personal data you provided to us.
The MFAM Funds shall retain your personal data for as long as you are an investor in the Funds and thereafter as long as necessary to comply with applicable laws that require the Funds to retain your personal data, such as the Securities and Exchange Commission’s data retention rules. Your personal data will be transferred to the United States so that the Funds may provide the agreed upon services for you. No adequacy decision has been rendered by the European Commission as to the data protection of your personal data when transferring it to the United States. However, the Funds do take the security of your personal data seriously.
Definitions:
Affiliates - Companies related by common ownership or control. They can be financial and nonfinancial companies.
Our affiliates include companies with a Motley Fool name; financial companies such as Motley Fool Asset Management, LLC; and nonfinancial companies such as The Motley Fool, LLC and The Motley Fool Holdings, Inc.
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Nonaffiliates - Companies not related by common ownership or control. They can be financial and nonfinancial companies.
Motley Fool Asset Management does not share with nonaffiliates so they can market to you.
Joint marketing - A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
Motley Fool Asset Management doesn’t jointly market.
Controller - “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or European Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or European Member State law.
Motley Fool ETFs
Directors and Officers
(Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (888) 863-8803.
Name, Address, AND AGE | Positions(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
| | | | | |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
Motley Fool ETFs
Directors and Officers (CONTINUED)
(Unaudited)
Name, Address, AND AGE | Positions(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
| | | | | |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present 1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
Motley Fool ETFs
Directors and Officers (CONTINUED)
(Unaudited)
Name, Address, AND AGE | Positions(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
| | | | | |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
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Directors and Officers (CONCLUDED)
(Unaudited)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
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Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
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Milwaukee, WI 53212
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
Two Liberty Place
50 S 16th St. Suite 2900
Philadelphia, PA 19102-2529
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
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ORINDA FUNDS Annual Report August 31, 2020 Orinda Income Opportunities Fund of the RBB Fund, Inc. Class I Shares – OIOIX Class A Shares – OIOAX Class D Shares – OIODX Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-855-467-4632. You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-855-467-4632 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund. |
Table of Contents
| |
Commentary | 1 |
Performance Data | 4 |
Fund Expense Examples | 7 |
Allocation of Portfolio Assets | 8 |
Schedule of Investments | 9 |
Schedule of Securities Sold Short | 14 |
Financial Statements | 15 |
Statement of Assets and Liabilities | 15 |
Statement of Operations | 17 |
Statements of Changes in Net Assets | 18 |
Statement of Cash Flows | 20 |
Financial Highlights | 22 |
Notes to Financial Statements | 25 |
Report of Independent Registered Public Accounting Firm | 37 |
Shareholder Tax Information | 38 |
Notice to Shareholders | 39 |
Management | 41 |
Privacy Notice | 45 |
Orinda Income Opportunities Fund Commentary |
Dear Shareholder,
Pricing for the Fund’s securities at the end of its last fiscal year and coming into the beginning of this calendar year seemed very reasonable given the spreads to the 10-year Treasury, the health of the economy, and a Federal Reserve that had just reversed course and begun lowering interest rates. With the global outbreak of COVID-19 and the historic price declines in March, we began lowering our net investment exposure as the government responded to the crisis. As the last couple of months of the fiscal year unfolded, we moved to be selectively opportunistic by adding to equity REIT positions, aiming to take advantage of above average yields and securities trading below the value of their underlying real estate. Through the use of the Fund’s line of credit, we ended the fiscal year 110% invested, with 85% invested primarily in REIT preferred stock and 25% invested almost exclusively in REIT common stocks.
We have long had a meaningful exposure to mortgage REIT securities in the Fund and had average net exposure of approximately 34% in mortgage companies during the fiscal year. At the end of August 2020, approximately 70% of our mortgage exposure was invested primarily in preferred shares of both U.S. government agency residential mortgage companies (government guaranteed) and non-agency residential mortgages. The balance was invested in both the common and preferred stock of commercial mortgage companies. These companies experienced significant declines in March as the government put in place programs to allow homeowners and some apartment tenants to postpone making their monthly payments, resulting in an enormous amount of uncertainty about the ultimate impact of these programs on mortgage securities of all types. Many of these companies have only partially recovered and still seem attractively priced, while some companies suffered significant permanent losses in their portfolios. Given these events, the Fund posted a one-year annualized return of -22.22% (I Share) for the fiscal year, underperforming the broader bond market during this period.
Fund net exposure varied significantly during the fiscal year based on the large sell-off of assets that occurred once the pandemic hit in March, followed by a strong rebound during the summer. The Fund started the fiscal year with net exposure of 103% and remained relatively stable until March, when we began decreasing net exposure, and reached a nadir of 72% in April. Following the strong market rebound in the second half of the fiscal year, we increased the Fund’s net exposure to 100% by the end of June. At fiscal year-end, the Fund’s net exposure was 110%. We currently anticipate that the Fund’s net exposure will generally be between 90%-110% over the coming fiscal year, but changing market conditions may warrant otherwise.
Shown below is the Fund’s performance for the fiscal year ended August 31, 2020, as well as the performance for the Bloomberg Barclays Capital U.S. Aggregate Bond Index.
ORINDA INCOME OPPORTUNITIES FUND |
Annualized Returns as of 8/31/20 | 1 year | 3 years | 5 years | Since Inception (6/28/13)1 | Since Inception (9/27/13)2 |
PERFORMANCE AT NAV without sales charge | |
A share | -22.43% | -6.06% | -1.14% | -0.11% | N/A |
I share | -22.22% | -5.78% | -0.85% | 0.19% | N/A |
D share (commenced 9/27/13) | -22.99% | -6.71% | -1.82% | N/A | -0.80% |
| | | | | |
Bloomberg Barclays Capital U.S. Aggregate Bond Index | 6.47% | 5.09% | 4.33% | 3.96% | 4.02% |
PERFORMANCE AT MOP includes maximum sales charge | |
A share | -26.32% | -7.65% | -2.15% | -0.83% | N/A |
1. | The Orinda Income Opportunities Fund, a series of Advisor Series Trust (the “Predecessor Fund”) reorganized into the Fund following the close of business on April 28, 2017. The Predecessor Fund’s Class I and Class A shares commenced operations on June 28, 2013. |
2. | The Predecessor Fund’s Class D shares commenced operations on September 27, 2013. |
Total Annual Fund Operating Expenses (what an investor would pay as of 12/31/19):
A share 2.16%; I share 1.91%; D share 2.92%.
1
Orinda Income Opportunities Fund Commentary (Continued) |
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-877-903-1313 or visiting www.orindafunds.com. Performance data shown at MOP (Maximum Offering Price) reflects the Class A maximum sales charge of 5.00%. Performance data shown at NAV (Net Asset Value) does not reflect the deduction of the sales load. If reflected, the load would reduce the performance quoted. Investment performance reflects fee waivers in effect. In the absence of such waivers total return would be reduced.
Until February 28, 2021, Orinda Asset Management, LLC (the “Adviser”) has agreed to waive its fees to the extent necessary to maintain annualized expense ratios for the Class I, Class A and Class D shareholders of average daily net assets of 1.40%, 1.70%, and 2.40%, respectively (excluding acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest and taxes). There can be no assurance that the Adviser will continue such waiver for the Fund after February 28, 2021. For more detailed review of fund expenses, please refer to the prospectus by visiting www.orindafunds.com.
As we entered the second half of 2019, the markets as a whole were relatively benign compared to where we are today. Gross domestic product expanded at 2.6% and 2.4% for the third and fourth quarters of calendar year 2019, respectively. Entering calendar year 2020, consumer spending surged, with near-record low unemployment, solid wage growth, a strong stock market, and the Federal Reserve easing cycle still underway.
As COVID-19 began spreading globally, catching many countries by surprise and unsure of the best course of action to address the pandemic, the first quarter of 2020 was unlike anything we have ever seen. The stock market posted one of its worst quarters in history, GDP sank into significant negative territory, and unemployment surged to levels not seen since the Great Depression.
The Federal Reserve and Congress quickly responded by pouring unprecedented levels of liquidity into the financial system and providing direct support to displaced workers. Even with severe lockdown measures still in place entering April and May, the markets rebounded significantly in response to the stimulus packages, historically low interest rates and a gradual reopening of the economy. Despite the progress made since March, there remains a high level of uncertainty about the longer-term fallout from the COVID-19 pandemic on the economy. In addition, the impact on markets from the upcoming presidential election may further affect an already jittery consumer base.
As we move through the latest economic volatility, it is important to remember why we like the REIT preferred stock market. The long-term returns for the sector through the end of 2019 remind us that this area of the real estate credit markets has provided a reasonable risk return profile through time.
The following are five factors which we believe may contribute to price stability in the real estate securities sector over the coming months and quarters:
1. Macroeconomic news around the coronavirus pandemic improving – including positive medical news
2. Additional rent collection data across property sectors in the coming months
3. Additional clarity on mortgage companies’ ability to navigate the environment
4. Additional data on the level of mortgage payment deferrals
5. Investors seeking yield in an historically low rate environment
As an investment team, we have been through numerous market corrections and recessions, including the 2008/2009 financial crisis. Each of these market downturns has had its own unique challenges and circumstances to navigate. While we have long favored real estate preferred stocks given the priority nature of their return streams and cumulative nature of their dividends, there are certain sectors, in our opinion, that will take several years to fully recover to 2019 levels of profitability – particularly retail and hotels.
2
Orinda Income Opportunities Fund Commentary (Concluded) |
We ended August 110% invested, looking to take advantage of the attractive yields available. We will be focused on companies with strong balance sheets and limited debt maturities and apply our income-oriented, value approach to navigate the current environment.
Paul Gray
Portfolio Manager
The information provided herein represents the opinions of Orinda Asset Management, LLC and is not intended to be a forecast of future events, a guarantee of future results, investment advice or a recommendation to buy or sell any security.
This report is intended for shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.
The Fund can make short sales of securities, which involves the risk that losses in securities may exceed the original amount invested. The Fund may use leverage which may exaggerate the effect of any increase or decrease in the value of portfolio securities or the set asset value of the Fund, and money borrowed will be subject to interest costs. Investments in smaller and medium companies involve greater risks such as limited liquidity and greater volatility. Investments in foreign securities involve greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater for emerging markets. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investment by the Fund in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities. The Fund may use certain types of investment derivatives such as futures, forwards, and swaps. Derivatives involve risks different from, and in certain cases, greater than the risks presented by more traditional investments. Investments in asset backed and mortgage backed securities include additional risks that investors should be aware of such as credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. To the extent that a master limited partnership’s (“MLP’s”) interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. The risks of investing in an MLP are generally those involved in investing in a partnership as opposed to a corporation. Exchange-traded funds (“ETFs”) are typically open-end investment companies that are bought and sold on a national securities exchange. When the Fund invests in an ETF, it will bear additional expenses based on its pro rata share of the ETF’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF generally reflects the risks of owning the underlying securities it holds. Rule 144A securities carry the risk that the trading market may not continue and the Fund might be unable to dispose of these securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemption requirements. The risk exists that the market value of initial public offering (“IPO”) shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, and the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. The Fund is non-diversified, which means that there is no restriction on how much the Fund may invest in the securities of an issuer under the Investment Company Act of 1940. Some of the risks involved in investing in REITs include a general decline in the value of real estate, fluctuations in rental income, changes in interest rates, increases in property taxes, increased operating costs, overbuilding, changes in zoning laws, and changes in consumer demand for real estate.
Fund holdings and sector allocations are subject to change at any time and should not be considered a recommendation to buy or sell any security. Please refer to the Schedule of Investments for a complete listing of Fund holdings.
INDICES / DEFINITIONS
The Bloomberg Barclays Capital U.S. Aggregate Bond Index* is an unmanaged, market capitalization-weighted index, comprised predominately of U.S. traded investment grade bonds with maturities of one year or more. The index includes Treasury securities, Government agency bonds, mortgage-backed bonds, and corporate bonds. The index is representative of intermediate duration U.S. investment grade debt securities.
Orinda Asset Management, LLC is the investment adviser to the Orinda Income Opportunities Fund, which is distributed by Quasar Distributors, LLC.
* | One cannot invest directly in an index. |
3
Orinda Income Opportunities Fund Performance Data August 31, 2020 (Unaudited) |
Comparison of the change in value of a $100,000 investment in the
Orinda Income Opportunities Fund – Class I and
the Bloomberg Barclays U.S. Aggregate Bond Index
This chart illustrates the performance of a hypothetical $100,000 investment made in the Fund on June 28, 2013, the Fund’s inception date. Returns reflect the reinvestment of dividends and capital gain distributions. Fee waivers are in effect. In the absence of fee waivers, returns would be reduced. The performance data and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gain distributions, or redemption of Fund shares. This chart does not imply any future performance.
Average Annual Total Returns for the Periods ended August 31, 2020 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class I Shares | -22.22% | -5.78% | -0.85% | 0.19% | |
Bloomberg Barclays U.S. Aggregate Bond Index | 6.47% | 5.09% | 4.33% | 3.96% | |
(1) | Inception date of Class I Shares of the Fund was June 28, 2013. |
Until February 28, 2021, the Adviser has agreed to waive its fees to the extent necessary to maintain annualized expense ratios for the Class I Shares of average daily net assets of 1.40% (excluding certain items discussed below). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause the Fund’s net annualized expense ratio to exceed the applicable expense limitation: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest and taxes. There can be no assurance that the Adviser will continue such waiver for the Fund after February 28, 2021. The Fund’s expense ratio for the Class I Shares, as stated in the current prospectus, is 1.91%.
Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-855-467-4632.
The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market capitalization-weighted index, comprised predominately of U.S. traded investment grade bonds with maturities of one year or more. The index includes Treasury securities, Government agency bonds, mortgage-backed bonds, and corporate bonds. The index is representative of intermediate duration US investment grade debt securities. It is not possible to invest directly in an index.
4
Orinda Income Opportunities Fund Performance Data (Continued) August 31, 2020 (Unaudited) |
Comparison of the change in value of a $10,000 investment in the
Orinda Income Opportunities Fund – Class A and
the Bloomberg Barclays U.S. Aggregate Bond Index
This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund on June 28, 2013, the Fund’s inception date. Returns reflect the reinvestment of dividends and capital gain distributions. Fee waivers are in effect. In the absence of fee waivers, returns would be reduced. The performance data and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gain distributions, or redemption of Fund shares. This chart does not imply any future performance.
Average Annual Total Returns for the Periods ended August 31, 2020 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class A Shares (No Load) | -22.43% | -6.06% | -1.14% | -0.11% | |
Class A Shares (Load) | -26.32% | -7.65% | -2.15% | -0.83% | |
Bloomberg Barclays U.S. Aggregate Bond Index | 6.47% | 5.09% | 4.33% | 3.96% | |
(1) | Inception date of Class A Shares of the Fund was June 28, 2013. |
Until February 28, 2021, the Adviser has agreed to waive its fees to the extent necessary to maintain annualized expense ratios for the Class A Shares of average daily net assets of 1.70% (excluding certain items discussed below). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause the Fund’s net annualized expense ratio to exceed the applicable expense limitation: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest and taxes. There can be no assurance that the Adviser will continue such waiver for the Fund after February 28, 2021. The Fund’s expense ratio for the Class A Shares, as stated in the current prospectus, is 2.16%.
Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data shown for Class A Shares (Load) reflects the Class A maximum sales charge of 5.00%. Performance data current to the most recent month end may be obtained by calling 1-855-467-4632.
The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market capitalization-weighted index, comprised predominately of U.S. traded investment grade bonds with maturities of one year or more. The index includes Treasury securities, Government agency bonds, mortgage-backed bonds, and corporate bonds. The index is representative of intermediate duration US investment grade debt securities. It is not possible to invest directly in an index.
5
Orinda Income Opportunities Fund Performance Data (CONCLUDED) August 31, 2020 (Unaudited) |
Orinda Income Opportunities Fund – Class D and
the Bloomberg Barclays U.S. Aggregate Bond Index
This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund on September 27, 2013, the Fund’s inception date. Returns reflect the reinvestment of dividends and capital gain distributions. Fee waivers are in effect. In the absence of fee waivers, returns would be reduced. The performance data and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gain distributions, or redemption of Fund shares. This chart does not imply any future performance.
Average Annual Total Returns for the Periods ended August 31, 2020 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class D Shares | -22.99% | -6.71% | -1.82% | -0.80% | |
Bloomberg Barclays U.S. Aggregate Bond Index | 6.47% | 5.09% | 4.33% | 4.02% | |
(1) | Inception date of Class D Shares of the Fund was September 27, 2013. |
Until February 28, 2021, the Adviser has agreed to waive its fees to the extent necessary to maintain annualized expense ratios for the Class D Shares of average daily net assets of 2.40% (excluding certain items discussed below). In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause the Fund’s net annualized expense ratio to exceed the applicable expense limitation: acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest and taxes. There can be no assurance that the Adviser will continue such waiver for the Fund after February 28, 2021. The Fund’s expense ratio for the Class D Shares, as stated in the current prospectus, is 2.92%.
Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-855-467-4632.
The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market capitalization-weighted index, comprised predominately of U.S. traded investment grade bonds with maturities of one year or more. The index includes Treasury securities, Government agency bonds, mortgage-backed bonds, and corporate bonds. The index is representative of intermediate duration US investment grade debt securities. It is not possible to invest directly in an index.
6
Orinda Income Opportunities Fund Fund Expense Examples August 31, 2020 (Unaudited) |
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, (if any); and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees and other Fund expenses. These examples are 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.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 to August 31, 2020.
ACTUAL EXPENSES
The first section in the accompanying table provides information about actual account values and actual expenses. You may use the information in this section 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 section 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 second section of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or exchange fees. Therefore, the second section of the accompanying 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.
| | Beginning Account Value March 1, 2020 | | | Ending Account VALUE August 31, 2020 | | | Expenses Paid During Period* | | | ANNUALIZED EXPENSE RATIO | | | ACTUAL SIX-MONTH TOTAL INVESTMENT RETURN FOR THE FUND | |
Actual | | | | | | | | | | | | | | | | | | | | |
Class I Shares | | $ | 1,000.00 | | | $ | 785.50 | | | $ | 9.20 | | | | 2.05 | % | | | -21.45 | % |
Class A Shares | | | 1,000.00 | | | | 784.00 | | | | 9.73 | | | | 2.17 | | | | -21.60 | |
Class D Shares | | | 1,000.00 | | | | 766.22 | | | | 11.30 | | | | 3.04 | | | | -21.85 | |
| | | | | | | | | | | | | | | | | | | | |
Hypothetical (5% return before expenses) | | | | | | | | | | | | | | | | |
Class I Shares | | $ | 1,000.00 | | | $ | 1,014.83 | | | $ | 10.38 | | | | 2.05 | % | | | N/A | |
Class A Shares | | | 1,000.00 | | | | 1,014.23 | | | | 10.99 | | | | 2.17 | | | | N/A | |
Class D Shares | | | 1,000.00 | | | | 1,009.85 | | | | 15.36 | | | | 3.04 | | | | N/A | |
* | Expenses are equal to the Fund’s Class I Shares, Class A Shares and Class D Shares annualized six-month expense ratios for the period March 1, 2020 to August 31, 2020, multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. The Fund’s ending account values in the first section in the table is based on the actual six-month total investment return for the Fund’s respective share classes. |
7
Orinda Income Opportunities Fund Allocation of Portfolio Assets August 31, 2020 (Unaudited) |
Percentages represent market value as a percentage of net assets. Portfolio holdings are subject to change at any time.
8
Orinda Income Opportunities Fund Schedule of Investments August 31, 2020 |
COMMON STOCKS - 0.3%
| | number of Shares | | | Value
| |
Real Estate - 0.3% | | | | | | | | |
NETSTREIT Corp. | | | 31,950 | | | $ | 585,963 | |
| | | | | | | | |
TOTAL COMMON STOCKS | | | | | | | 585,963 | |
(Cost $575,100) | | | | | | | | |
| | | | | | | | |
REITS - 87.8% | | | | | | |
Financials - 38.5% | | | | | | | | |
American Homes 4 Rent - Series E, 6.35% | | | 11,174 | | | | 292,200 | |
AGNC Investment Corp. | | | 200,000 | | | | 2,822,000 | |
AGNC Investment Corp. - Series E, 6.50% (3 Month LIBOR USD + 4.99%) (a) | | | 46,015 | | | | 1,072,149 | |
AGNC Investment Corp. - Series F, 6.13% (3 Month LIBOR USD + 4.70%) (a) | | | 31,100 | | | | 700,683 | |
AGNC Investment Corp. - Series C, 7.00% (3 Month LIBOR USD + 5.11%) (a)(b) | | | 191,248 | | | | 4,681,751 | |
AGNC Investment Corp. - Series D, 6.88% (3 Month LIBOR USD + 4.33%) (a)(b) | | | 60,000 | | | | 1,423,800 | |
Annaly Capital Management, Inc. | | | 400,000 | | | | 2,940,000 | |
Annaly Capital Management, Inc. - Series F, 6.95% (3 Month LIBOR USD + 4.99%) (a)(b) | | | 157,926 | | | | 3,643,353 | |
Annaly Capital Management, Inc. - Series G, 6.50% (3 Month LIBOR USD + 4.17%) (a) | | | 79,250 | | | | 1,716,555 | |
Annaly Capital Management, Inc. - Series I, 6.75% (3 Month LIBOR USD + 4.99%) (a)(b) | | | 140,200 | | | | 3,291,896 | |
Apollo Commercial Real Estate Finance, Inc. | | | 120,000 | | | | 1,072,800 | |
Arbor Realty Trust, Inc. (b) | | | 350,000 | | | | 3,962,000 | |
Blackstone Mortgage Trust, Inc. | | | 148,600 | | | | 3,532,222 | |
Chimera Investment Corp. - Series A, 8.00% (b) | | | 87,725 | | | | 2,039,606 | |
Chimera Investment Corp. - Series B, 8.00% (3 Month LIBOR USD + 5.79%) (a)(b) | | | 41,312 | | | | 894,818 | |
Chimera Investment Corp. - Series C, 7.75% (3 Month LIBOR USD + 4.74%) (a) | | | 127,340 | | | | 2,623,204 | |
Chimera Investment Corp. - Series D, 8.00% (3 Month LIBOR USD + 5.38%) (a)(b) | | | 92,385 | | | | 1,977,039 | |
Exantas Capital Corp., 8.63% (3 Month LIBOR USD + 5.92%) (a)(b) | | | 40,500 | | | | 610,335 | |
Exantas Capital Corp. | | | 96,729 | | | | 225,379 | |
Granite Point Mortgage Trust, Inc. | | | 25,000 | | | | 166,000 | |
Invesco Mortgage Capital, Inc. - Series C, 7.50% (3 Month LIBOR USD + 5.29%) (a) | | | 111,885 | | | | 2,346,228 | |
KKR Real Estate Finance Trust, Inc. | | | 28,614 | | | | 520,775 | |
Ladder Capital Corp. | | | 167,398 | | | | 1,247,115 | |
New Residential Investment Corp. - Series A, 7.50% (3 Month LIBOR USD + 5.80%) (a)(b) | | | 112,236 | | | | 2,610,609 | |
New Residential Investment Corp. - Series B, 7.13% (3 Month LIBOR USD + 5.64%) (a)(b) | | | 116,593 | | | | 2,546,391 | |
New Residential Investment Corp. - Series C, 6.38% (3 Month LIBOR USD + 4.97%) (a)(b) | | | 123,129 | | | | 2,436,723 | |
PennyMac Mortgage Investment Trust - Series A, 8.13% (3 Month LIBOR USD + 5.83%) (a)(b) | | | 76,344 | | | | 1,904,783 | |
PennyMac Mortgage Investment Trust - Series B, 8.00% (3 Month LIBOR USD + 5.99%) (a)(b) | | | 158,905 | | | | 3,929,721 | |
Ready Capital Corp., 6.20% (b) | | | 68,200 | | | | 1,533,136 | |
Starwood Property Trust, Inc. | | | 125,000 | | | | 1,950,000 | |
TPG RE Finance Trust, Inc. (b) | | | 185,000 | | | | 1,631,700 | |
Two Harbors Investment Corp. - Series A, 8.13% (3 Month LIBOR USD + 5.66%) (a)(b) | | | 55,866 | | | | 1,280,449 | |
Two Harbors Investment Corp. - Series C, 7.25% (3 Month LIBOR USD + 5.01%) (a)(b) | | | 76,250 | | | | 1,602,775 | |
Two Harbors Investment Corp. - Series E, 7.50% (b) | | | 82,866 | | | | 1,835,482 | |
| | | | | | | 67,063,677 | |
Real Estate - 49.3% | | | | | | | | |
American Finance Trust, Inc. - Series A, 7.50% | | | 45,930 | | | | 1,089,919 | |
American Homes 4 Rent - Series D, 6.50% (b) | | | 196,580 | | | | 5,101,251 | |
American Homes 4 Rent - Series F, 5.88% | | | 6,029 | | | | 161,276 | |
The accompanying notes are an integral part of these financial statements.
9
Orinda Income Opportunities Fund Schedule Of Investments (Continued) August 31, 2020 |
REITS - 87.8% (CONTINUED)
| | number of Shares | | | Value
| |
Real Estate - 49.3% (Continued) | | | | | | | | |
American Homes 4 Rent - Series G, 5.88% (b) | | | 40,222 | | | $ | 1,069,503 | |
American Homes 4 Rent - Series H, 6.25% | | | 19,659 | | | | 547,896 | |
Armada Hoffler Properties, Inc. - Series A, 6.75% | | | 50,300 | | | | 1,218,266 | |
Ashford Hospitality Trust, Inc. - Series F, 7.38% (b) | | | 29,325 | | | | 132,842 | |
Ashford Hospitality Trust, Inc. - Series H, 7.50% | | | 70,416 | | | | 307,014 | |
Ashford Hospitality Trust, Inc. - Series I, 7.50% (b) | | | 84,088 | | | | 367,465 | |
Bluerock Residential Growth REIT, Inc. | | | 117,676 | | | | 871,979 | |
Bluerock Residential Growth REIT, Inc. - Series C, 7.65% | | | 9,728 | | | | 241,254 | |
Bluerock Residential Growth REIT, Inc. - Series D, 7.13% (b) | | | 52,200 | | | | 1,216,782 | |
Boston Properties, Inc. | | | 6,000 | | | | 521,220 | |
Braemar Hotels & Resorts, Inc. - Series D, 8.25% | | | 16,348 | | | | 273,992 | |
City Office REIT, Inc. (b) | | | 35,000 | | | | 281,400 | |
City Office REIT, Inc. - Series A, 6.63% (b) | | | 79,286 | | | | 1,999,593 | |
Colony Capital, Inc. - Series H, 7.13% (b) | | | 126,911 | | | | 2,728,587 | |
Colony Capital, Inc. - Series I, 7.15% (b) | | | 135,576 | | | | 2,920,307 | |
Colony Capital, Inc. - Series J, 7.13% | | | 140,056 | | | | 3,021,008 | |
DiamondRock Hospitality Co., 8.25% | | | 50,000 | | | | 1,240,500 | |
Digital Realty Trust, Inc. | | | 10,000 | | | | 1,556,500 | |
Digital Realty Trust, Inc. - Series C, 6.63% | | | 48,632 | | | | 1,279,994 | |
Digital Realty Trust, Inc. - Series G, 5.88% | | | 21,348 | | | | 549,711 | |
Digital Realty Trust, Inc. - Series K, 5.85% (b) | | | 50,000 | | | | 1,380,500 | |
Digital Realty Trust, Inc. - Series L, 5.20% (b) | | | 45,000 | | | | 1,237,500 | |
EPR Properties - Series G, 5.75% | | | 8,271 | | | | 153,262 | |
Federal Realty Investment Trust - Series C, 5.00% | | | 2,790 | | | | 73,572 | |
First Industrial Realty Trust, Inc. | | | 10,000 | | | | 426,500 | |
Global Net Lease, Inc. | | | 25,000 | | | | 437,500 | |
Global Net Lease, Inc. - Series A, 7.25% (b) | | | 105,404 | | | | 2,729,964 | |
Global Net Lease, Inc. - Series B, 6.88% | | | 74,300 | | | | 1,862,805 | |
Hersha Hospitality Trust - Series C, 6.88% | | | 13,000 | | | | 198,900 | |
Hersha Hospitality Trust - Series E, 6.50% (b) | | | 55,755 | | | | 805,102 | |
Highwoods Properties, Inc. | | | 6,113 | | | | 227,770 | |
Independence Realty Trust, Inc. | | | 20,602 | | | | 241,249 | |
Investors Real Estate Trust - Series C, 6.63% (b) | | | 49,046 | | | | 1,260,482 | |
Invitation Homes, Inc. | | | 70,000 | | | | 2,004,100 | |
Iron Mountain, Inc. | | | 25,000 | | | | 752,250 | |
iStar, Inc. - Series D, 8.00% (b) | | | 51,662 | | | | 1,268,302 | |
iStar, Inc. - Series I, 7.50% | | | 35,793 | | | | 859,032 | |
Lexington Realty Trust | | | 47,500 | | | | 540,075 | |
Macerich Co. (The) | | | 1,420 | | | | 11,261 | |
Monmouth Real Estate Investment Corp. - Series C, 6.13% | | | 93,378 | | | | 2,332,582 | |
National Storage Affiliates Trust - Series A, 6.00% | | | 40,295 | | | | 1,096,830 | |
Pebblebrook Hotel Trust - Series C, 6.50% | | | 10,282 | | | | 222,400 | |
Pebblebrook Hotel Trust - Series D, 6.38% | | | 100 | | | | 2,150 | |
Pebblebrook Hotel Trust - Series E, 6.38% (b) | | | 44,370 | | | | 964,604 | |
Pebblebrook Hotel Trust - Series F, 6.30% | | | 3,184 | | | | 68,010 | |
Plymouth Industrial REIT, Inc. | | | 25,000 | | | | 333,750 | |
The accompanying notes are an integral part of these financial statements.
10
Orinda Income Opportunities Fund Schedule Of Investments (Continued) August 31, 2020 |
REITS - 87.8% (CONTINUED)
| | number of Shares | | | Value
| |
Real Estate - 49.3% (Continued) | | | | | | | | |
PS Business Parks, Inc. - Series Z, 4.88% (b) | | | 38,371 | | | $ | 1,026,808 | |
Public Storage, 5.20% - Series X | | | 10,000 | | | | 253,300 | |
QTS Realty Trust, Inc. | | | 27,000 | | | | 1,831,140 | |
QTS Realty Trust, Inc. - Series A, 7.13% (b) | | | 81,286 | | | | 2,245,119 | |
QTS Realty Trust, Inc. - Series B, 6.50% | | | 5,000 | | | | 761,250 | |
Rexford Industrial Realty, Inc. - Series A, 5.88% | | | 40,800 | | | | 1,053,864 | |
Rexford Industrial Realty, Inc. | | | 7,500 | | | | 359,850 | |
RLJ Lodging Trust - Series A, 1.95% (b)(c) | | | 229,792 | | | | 5,558,668 | |
Sabra Health Care REIT, Inc. | | | 199,797 | | | | 2,962,990 | |
Seritage Growth Properties - Series A, 7.00% | | | 32,452 | | | | 529,941 | |
Simon Property Group, Inc. | | | 1,000 | | | | 67,850 | |
SL Green Realty Corp. | | | 5,563 | | | | 260,126 | |
SL Green Realty Corp. - Series I, 6.50% (b) | | | 62,000 | | | | 1,624,400 | |
STAG Industrial, Inc. | | | 92,066 | | | | 2,973,732 | |
Summit Hotel Properties, Inc. - Series E, 6.25% | | | 41,215 | | | | 885,298 | |
Sunstone Hotel Investors, Inc. - Series E, 6.95% | | | 38,898 | | | | 953,001 | |
Taubman Centers, Inc. - Series J, 6.50% | | | 6,000 | | | | 128,340 | |
Taubman Centers, Inc. - Series K, 6.25% | | | 2,200 | | | | 47,410 | |
Terreno Realty Corp. | | | 17,714 | | | | 1,056,463 | |
UMH Properties, Inc. - Series C, 6.75% (b) | | | 99,900 | | | | 2,515,482 | |
UMH Properties, Inc. - Series D, 6.38% (b) | | | 54,000 | | | | 1,336,500 | |
VEREIT, Inc. (b) | | | 120,000 | | | | 806,400 | |
Vornado Realty Trust | | | 15,000 | | | | 537,450 | |
Vornado Realty Trust - Series K, 5.70% (b) | | | 64,424 | | | | 1,631,216 | |
Vornado Realty Trust - Series L, 5.40% (b) | | | 17,974 | | | | 453,844 | |
Vornado Realty Trust - Series M , 5.25% (b) | | | 27,515 | | | | 698,331 | |
WP Carey, Inc. | | | 45,000 | | | | 3,121,650 | |
| | | | | | | 85,869,134 | |
TOTAL REITS | | | | | | | | |
(Cost $156,015,072) | | | | | | | 152,932,811 | |
| | | | | | | | |
PREFERRED STOCKS - 19.3% | | | | | | |
Banks - 0.4% | | | | | | | | |
GMAC Capital Trust I - Series 2, 6.07% (3 Month LIBOR USD + 5.79%) (a) | | | 31,890 | | | | 782,262 | |
| | | | | | | | |
Energy - 6.4% | | | | | | | | |
Crestwood Equity Partners LP, 9.25% | | | 327,284 | | | | 2,052,071 | |
DCP Midstream LP - Series B, 7.88% (3 Month LIBOR USD + 4.92%) (a)(b) | | | 31,913 | | | | 591,986 | |
DCP Midstream LP - Series C, 7.95% (3 Month LIBOR USD + 4.88%) (a) | | | 1,777 | | | | 33,585 | |
Energy Transfer Partners LP - Series C, 7.38% (3 Month LIBOR USD + 4.53%) (a)(b) | | | 136,678 | | | | 2,767,730 | |
Energy Transfer Partners LP - Series D, 7.63% (3 Month LIBOR USD + 4.73%) (a)(b) | | | 141,000 | | | | 2,851,020 | |
Energy Transfer Partners LP - Series E, 7.60% (3 Month LIBOR USD + 5.16%) (a) | | | 6,000 | | | | 128,100 | |
NGL Energy Partners LP - Series B, 9.00% (3 Month LIBOR USD + 7.21%) (a) | | | 47,631 | | | | 664,452 | |
NuStar Energy LP - Series A, 8.50% (3 Month LIBOR USD + 6.77%) (a) | | | 38,600 | | | | 729,154 | |
NuStar Energy LP - Series C, 9.00% (3 Month LIBOR USD + 6.88%) (a)(b) | | | 31,631 | | | | 637,048 | |
The accompanying notes are an integral part of these financial statements.
11
Orinda Income Opportunities Fund Schedule Of Investments (Continued) August 31, 2020 |
PREFERRED STOCKS - 19.3% (CONTINUED)
| | number of Shares | | | Value
| |
Energy - 6.4% (Continued) | | | | | | | | |
Teekay LNG Partners LP - Series B, 8.50% (3 Month LIBOR USD + 6.24%) (a)(b) | | | 27,184 | | | $ | 646,979 | |
| | | | | | | 11,102,125 | |
Financials - 6.3% | | | | | | | | |
Annaly Capital Management, Inc. - Series D, 7.50% (b) | | | 25,876 | | | | 648,970 | |
B Riley Financial, Inc., 6.50% | | | 26,829 | | | | 637,994 | |
Capstead Mortgage Corp. - Series E, 7.50% | | | 48,338 | | | | 1,138,360 | |
Cowen, Inc., 7.35% | | | 29,528 | | | | 745,582 | |
Dime Community Bancshares, Inc. - Series A, 5.50% | | | 42,815 | | | | 969,760 | |
Invesco Mortgage Capital, Inc. - Series A, 7.75% (b) | | | 48,724 | | | | 1,051,464 | |
Invesco Mortgage Capital, Inc. - Series B, 7.75% (3 Month LIBOR USD + 5.18%) (a)(b) | | | 58,008 | | | | 1,197,865 | |
Merchants Bancorp/IN, - Series B, 6.00% (3 Month LIBOR USD + 4.57%) (a) | | | 18,838 | | | | 470,008 | |
MFA Financial, Inc. - Series B, 7.50% (b) | | | 15,585 | | | | 338,351 | |
Oaktree Capital Group LLC - Series A, 6.63% | | | 500 | | | | 13,820 | |
Oaktree Capital Group LLC - Series B, 6.55% (b) | | | 54,000 | | | | 1,480,140 | |
Ready Capital Corp., 7.00% | | | 49,941 | | | | 1,183,102 | |
Voya Financial, Inc. - Series B, 5.35% (5 Year CMT Rate + 3.21%) (a) | | | 10,677 | | | | 300,664 | |
Wells Fargo & Co. - Series Z, 4.75% | | | 31,599 | | | | 783,339 | |
| | | | | | | 10,959,419 | |
Industrials - 1.5% | | | | | | | | |
Atlas Corp. - Series H, 7.88% | | | 16,046 | | | | 384,944 | |
Triton International Ltd., 8.00% (c) | | | 3,500 | | | | 91,700 | |
Triton International Ltd., 7.38% (c) | | | 57,857 | | | | 1,463,782 | |
Triton International Ltd., 6.88% (c) | | | 28,050 | | | | 682,176 | |
| | | | | | | 2,622,602 | |
Real Estate - 4.7% | | | | | | | | |
Ashford Hospitality Trust, Inc. - Series G, 7.38% (b) | | | 61,915 | | | | 277,379 | |
Bluerock Residential Growth REIT, Inc. - Series A, 8.25% (b) | | | 56,405 | | | | 1,402,228 | |
Hersha Hospitality Trust - Series D, 6.50% | | | 76,549 | | | | 1,119,912 | |
iStar, Inc. - Series G, 7.65% | | | 22,245 | | | | 543,445 | |
Landmark Infrastructure Partners LP - Series B, 7.90% | | | 48,699 | | | | 1,193,125 | |
Summit Hotel Properties, Inc. - Series D, 6.45% | | | 19,791 | | | | 424,826 | |
UMH Properties, Inc. - Series B, 8.00% | | | 31 | | | | 781 | |
VEREIT, Inc. - Series F, 6.70% (b) | | | 124,604 | | | | 3,133,791 | |
| | | | | | | 8,095,487 | |
TOTAL PREFERRED STOCKS | | | | | | | | |
(Cost $35,507,829) | | | | | | | 33,561,895 | |
| | | | | | | | |
CONVERTIBLE PREFERRED STOCKS - 0.9% | | | | | | |
Real Estate - 0.9% | | | | | | | | |
CorEnergy Infrastructure Trust, Inc. - Series A, 7.38% | | | 86,919 | | | | 1,607,132 | |
| | | | | | | | |
TOTAL CONVERTIBLE PREFERRED STOCKS | | | | | | | | |
(Cost $2,159,255) | | | | | | | 1,607,132 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
12
Orinda Income Opportunities Fund Schedule Of Investments (Concluded) August 31, 2020 |
CORPORATE BONDS - 0.7%
| | Principal Amount | | | Value
| |
Industrials - 0.7% | | | | | | | | |
General Electric Co. - Series D 5.000% (3 Month LIBOR USD + 3.33%), 12/29/2049 (a) | | $ | 1,500,000 | | | $ | 1,179,164 | |
| | | | | | | | |
TOTAL CORPORATE BONDS | | | | | | | | |
(Cost $1,498,125) | | | | | | | 1,179,164 | |
| | | | | | | | |
EXCHANGE TRADED FUNDS - 0.5%
| | Number of Shares | | |
| |
Vanguard REIT ETF | | | 10,000 | | | | 817,500 | |
| | | | | | | | |
TOTAL EXCHANGE TRADED FUNDS | | | | | | | | |
(Cost $822,419) | | | | | | | 817,500 | |
| | | | | | | | |
CLOSED-END MUTUAL FUNDS - 1.9% | | | | | | |
Nuveen Preferred Income Opportunities Fund (b) | | | 290,000 | | | | 2,549,100 | |
Oaktree Specialty Lending Corp. | | | 150,000 | | | | 750,000 | |
| | | | | | | | |
TOTAL CLOSED-END MUTUAL FUNDS | | | | | | | | |
(Cost $3,132,523) | | | | | | | 3,299,100 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS - 0.5% | | | | | | |
First American Treasury Obligations Fund, 0.07% (d) | | | 842,132 | | | | 842,132 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $842,132) | | | | | | | 842,132 | |
| | | | | | | | |
TOTAL INVESTMENTS | | | | | | | | |
(Cost $200,552,455) - 111.9% | | | | | | | 194,825,697 | |
LIABILITIES IN EXCESS OF OTHER ASSETS - (11.9)% | | | | | | | (20,693,036 | ) |
| | | | | | | | |
TOTAL NET ASSETS - 100.0% | | | | | | $ | 174,132,661 | |
Percentages are stated as a percent of net assets.
(a) | Variable Rate Security. The rate shown represents the rate at August 31, 2020. |
(b) | All or a portion of the security has been segregated for open short positions. |
(c) | U.S. traded security of a foreign issuer or corporation. |
(d) | Seven-day yield as of August 31, 2020. |
The accompanying notes are an integral part of these financial statements.
13
Orinda Income Opportunities Fund Schedule of Securities Sold Short August 31, 2020 |
REITS - (0.0%)
| | number of Shares | | | Value
| |
Real Estate - (0.0%) | | | | | | | | |
Seritage Growth Properties | | | (513 | ) | | $ | (7,197 | ) |
| | | | | | | | |
TOTAL REITS | | | | | | | | |
(Proceeds $7,085) | | | | | | | (7,197 | ) |
| | | | | | | | |
TOTAL SECURITIES SOLD SHORT | | | | | | | | |
(Proceeds $7,085) - (0.0%) | | | | | | $ | (7,197 | ) |
The accompanying notes are an integral part of these financial statements.
14
Orinda Income Opportunities Fund Statement of Assets and Liabilities August 31, 2020 |
ASSETS | | | | |
Investments in securities, at value (cost $199,710,323) | | $ | 193,983,565 | |
Short-term investments, at value (cost $842,132) | | | 842,132 | |
Receivables for: | | | | |
Investments sold | | | 849,794 | |
Dividends and interest | | | 607,030 | |
Capital shares sold | | | 114,643 | |
Return of capital | | | 54,006 | |
Prepaid expenses and other assets | | | 48,160 | |
Total assets | | | 196,499,330 | |
| | | | |
LIABILITIES | | | | |
Securities sold short, at fair value (proceeds $7,085) | | | 7,197 | |
Due to Broker | | | 36,606 | |
Payables for: | | | | |
Loans payable | | | 20,852,378 | |
Investments purchased | | | 649,960 | |
Capital shares redeemed | | | 419,935 | |
Advisory fees | | | 155,097 | |
Distribution and service fees | | | 49,596 | |
Other accrued expenses and liabilities | | | 195,900 | |
Total liabilities | | | 22,366,669 | |
Net assets | | | 174,132,661 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 11,046 | |
Paid-in capital | | | 243,034,717 | |
Total distributable earnings/(loss) | | | (68,913,102 | ) |
Net assets | | $ | 174,132,661 | |
The accompanying notes are an integral part of these financial statements.
15
Orinda Income Opportunities Fund Statement of Assets And Liabilities (Concluded) August 31, 2020 |
CLASS I SHARES: | | | | |
Net assets | | $ | 150,062,248 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 9,506,875 | |
Net asset value and redemption price per share | | $ | 15.78 | |
| | | | |
CLASS A SHARES: | | | | |
Net assets | | $ | 14,444,305 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 917,850 | |
Net asset value and redemption price per share | | $ | 15.74 | |
Maximum offering price per share (net asset value divided by 95.00%) | | $ | 16.57 | |
| | | | |
CLASS D SHARES: | | | | |
Net assets | | $ | 9,626,108 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 621,408 | |
Net asset value and redemption price per share | | $ | 15.49 | |
The accompanying notes are an integral part of these financial statements.
16
Orinda Income Opportunities Fund Statement of Operations FOR THE Year ENDED August 31, 2020 |
INVESTMENT INCOME | | | | |
Dividends (net of foreign withholding taxes of $6,894) | | $ | 12,293,275 | |
Interest income | | | 157,527 | |
Total investment income | | | 12,450,802 | |
| | | | |
EXPENSES | | | | |
Advisory fees (Note 2) | | $ | 2,339,921 | |
Dividend expense on securities sold-short | | | 513,140 | |
Transfer agent fees (Note 2) | | | 352,171 | |
Interest expense | | | 260,134 | |
Administration and accounting fees (Note 2) | | | 132,758 | |
Distribution fees - Class D Shares | | | 122,374 | |
Distribution fees - Class A Shares | | | 99,712 | |
Printing and shareholder reporting fees | | | 104,037 | |
Registration and filing fees | | | 58,035 | |
Officer fees | | | 47,012 | |
Legal fees | | | 31,779 | |
Director fees | | | 30,300 | |
Custodian fees (Note 2) | | | 26,048 | |
Audit and tax service fees | | | 25,320 | |
Other expenses | | | 19,696 | |
Total expenses before waivers and/or reimbursements | | | 4,162,437 | |
Less: waivers and/or reimbursements (Note 2) | | | (53,072 | ) |
Net expenses after waivers and/or reimbursements | | | 4,109,365 | |
Net investment income/(loss) | | $ | 8,341,437 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | $ | (31,345,553 | ) |
Purchased options | | | (278,500 | ) |
Foreign currency | | | 2,600 | |
Securities sold short | | | (2,346,014 | ) |
Written options | | | 94,320 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | $ | (20,059,518 | ) |
Purchased options | | | (68,979 | ) |
Foreign currency | | | 47 | |
Securities sold short | | | (48,787 | ) |
Net realized and unrealized gain/(loss) from investments | | | (54,050,384 | ) |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | (45,708,947 | ) |
The accompanying notes are an integral part of these financial statements.
17
Orinda Income Opportunities Fund Statements of Changes in Net Assets |
| | Year ended August 31, 2020 | | | Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 8,341,437 | | | $ | 11,003,619 | |
Net realized gain/(loss) from investments | | | (33,873,147 | ) | | | (4,685,687 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (20,177,237 | ) | | | 4,711,368 | |
Net increase/(decrease) in net assets resulting from operations | | | (45,708,947 | ) | | | 11,029,300 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | | | | | | |
Class I Shares | | | (9,433,203 | ) | | | (9,733,463 | ) |
Class A Shares | | | (1,835,060 | ) | | | (2,571,480 | ) |
Class D Shares | | | (568,713 | ) | | | (857,891 | ) |
Return of Capital | | | | | | | | |
Class I Shares | | | (3,284,419 | ) | | | (3,102,273 | ) |
Class A Shares | | | (667,533 | ) | | | (859,712 | ) |
Class D Shares | | | (226,072 | ) | | | (325,181 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (16,015,000 | ) | | | (17,450,000 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 85,954,772 | | | | 85,831,269 | |
Reinvestment of distributions | | | 10,799,683 | | | | 11,254,854 | |
Shares redeemed | | | (103,065,903 | ) | | | (78,486,579 | ) |
Total from Class I Shares | | | (6,311,448 | ) | | | 18,599,544 | |
| | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 10,878,704 | | | | 46,532,905 | |
Reinvestment of distributions | | | 1,839,257 | | | | 2,657,581 | |
Shares redeemed | | | (52,988,539 | ) | | | (31,708,424 | ) |
Total from Class A Shares | | | (40,270,578 | ) | | | 17,482,062 | |
| | | | | | | | |
Class D Shares | | | | | | | | |
Proceeds from shares sold | | | 1,532,105 | | | | 3,124,304 | |
Reinvestment of distributions | | | 510,064 | | | | 792,806 | |
Shares redeemed | | | (6,861,108 | ) | | | (5,784,042 | ) |
Total from Class D Shares | | | (4,818,939 | ) | | | (1,866,932 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | (51,400,965 | ) | | | 34,214,674 | |
Total increase/(decrease) in net assets | | | (113,124,912 | ) | | | 27,793,974 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 287,257,573 | | | | 259,463,599 | |
End of period | | $ | 174,132,661 | | | $ | 287,257,573 | |
The accompanying notes are an integral part of these financial statements.
18
Orinda Income Opportunities Fund Statements Of Changes in Net Assets (Concluded) |
| | Year ended August 31, 2020 | | | Year Ended August 31, 2019 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 5,538,481 | | | | 4,033,999 | |
Dividends and distributions reinvested | | | 622,873 | | | | 537,883 | |
Shares redeemed | | | (6,107,999 | ) | | | (3,703,738 | ) |
Net increase/(decrease) | | | 53,355 | | | | 868,144 | |
| | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 550,503 | | | | 2,227,152 | |
Dividends and distributions reinvested | | | 90,986 | | | | 126,349 | |
Shares redeemed | | | (2,615,795 | ) | | | (1,499,752 | ) |
Net increase/(decrease) | | | (1,974,306 | ) | | | 853,749 | |
| | | | | | | | |
Class D Shares | | | | | | | | |
Shares sold | | | 106,132 | | | | 147,051 | |
Dividends and distributions reinvested | | | 29,139 | | | | 38,364 | |
Shares redeemed | | | (347,578 | ) | | | (273,788 | ) |
Net increase/(decrease) | | | (212,307 | ) | | | (88,373 | ) |
| | | | | | | | |
Net increase/(decrease) in shares outstanding | | | (2,133,258 | ) | | | 1,633,520 | |
The accompanying notes are an integral part of these financial statements.
19
Orinda Income Opportunities Fund Statement of Cash Flows |
| | Year Ended August 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net increase/(decrease) in net assets resulting from operations | | $ | (45,708,947 | ) |
Adjustments to reconcile net increase/(decrease) in net assets from operations to net cash used in operating activities: | | | | |
Purchases of investments | | | (364,635,187 | ) |
Purchases to cover securities sold short | | | (159,487,351 | ) |
Written options closed or exercised | | | (5,639 | ) |
Proceeds from sales of long-term investments | | | 416,348,486 | |
Proceeds from securities sold short | | | 148,292,381 | |
Premiums received on written options | | | 99,959 | |
Purchases of short-term investments, net | | | (669,331 | ) |
Return of capital and capital gain distributions received from underlying investments | | | 8,378,558 | |
Proceeds from litigation income | | | — | |
Amortization and accretion of premium and discount | | | (17,734 | ) |
Net realized gain/(loss) on investments | | | 31,355,403 | |
Net realized gain/(loss) on purchased options | | | 278,500 | |
Net realized gain/(loss) on short transactions | | | 2,346,014 | |
Net realized gain/(loss) on written options | | | (94,320 | ) |
Net realized gain/(loss) on foreign currency translation | | | (2,600 | ) |
Change in unrealized appreciation/(depreciation) on investments | | | 20,059,518 | |
Change in unrealized appreciation/(depreciation) on purchased options | | | 68,979 | |
Change in unrealized appreciation/(depreciation) on foreign currency | | | (47 | ) |
Change in unrealized appreciation/(depreciation) on short transactions | | | 48,787 | |
Change in unrealized appreciation/(depreciation) on written options | | | — | |
Increases/(decreases) in operating assets: | | | | |
Increase/(decrease) in due to broker | | | 36,606 | |
Increase/(decrease) in dividends and interest receivable | | | 1,029,905 | |
Increase/(decrease) in deposits at broker for short sales | | | 15,563,167 | |
Increase/(decrease) in receivable for investment securities sold | | | (633,165 | ) |
Increase/(decrease) in prepaid expenses and other assets | | | 13,789 | |
Increases/(decreases) in operating liabilities: | | | | |
Increase/(decrease) in payable for investment securities purchased | | | (837,333 | ) |
Increase/(decrease) in payable to advisor | | | (86,255 | ) |
Increase/(decrease) in payable for distribution and service fees | | | (40,515 | ) |
Increase/(decrease) in other accrued expenses | | | 63,856 | |
Net cash used in operating activities | | | 71,765,484 | |
The accompanying notes are an integral part of these financial statements.
20
Orinda Income Opportunities Fund Statement Of Cash Flows (concluded) |
| | Year Ended August 31, 2020 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Proceeds from shares sold | | $ | 98,576,136 | |
Payment on shares redeemed | | | (162,698,066 | ) |
Cash distributions paid to shareholders | | | (2,865,996 | ) |
Increase/(decrease) in loan payable | | | (4,777,558 | ) |
Net cash provided by financing activities | | | (71,765,484 | ) |
Net change in cash | | | — | |
| | | | |
CASH: | | | | |
Beginning balance | | | — | |
Ending balance | | $ | — | |
| | | | |
SUPPLEMENTAL DISCLOSURES: | | | | |
Cash paid for interest | | $ | 260,134 | |
Non-cash financing activities - distributions reinvested | | | 13,149,004 | |
Non-cash financing activities - increase/(decrease) in receivable for Fund shares sold | | | (210,555 | ) |
Non-cash financing activities - increase/(decrease) in payable for Fund shares redeemed | | | 217,484 | |
The accompanying notes are an integral part of these financial statements.
21
Orinda Income Opportunities Fund Financial Highlights |
For a capital share outstanding throughout the period
| | CLASS I SHARES | |
| | Year Ended August 31, 2020 | | | Year Ended August 31, 2019 | | | Year Ended August 31, 2018 | | | Six Months Ended August 31, 2017 (2),(3) | | | Year Ended February 28, 2017 | | | Year Ended February 29, 2016 | |
Net asset value – Beginning of period | | $ | 21.83 | | | $ | 22.50 | | | $ | 23.42 | | | $ | 23.66 | | | $ | 21.36 | | | $ | 25.29 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss)(1) | | | 0.67 | | | | 0.95 | | | | 0.86 | | | | 0.63 | | | | 1.10 | | | | 0.99 | |
Net realized and unrealized gain/(loss) on investments | | | (5.44 | ) | | | (0.12 | ) | | | (0.17 | ) | | | (0.02 | ) | | | 2.90 | | | | (3.36 | ) |
Total from investment operations | | | (4.77 | ) | | | 0.83 | | | | 0.69 | | | | 0.61 | | | | 4.00 | | | | (2.37 | ) |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.95 | ) | | | (1.14 | ) | | | (1.15 | ) | | | (0.63 | ) | | | (1.10 | ) | | | (1.02 | ) |
Distributions from net realized gains | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Return of capital | | | (0.33 | ) | | | (0.36 | ) | | | (0.46 | ) | | | (0.22 | ) | | | (0.60 | ) | | | (0.54 | ) |
Total distributions | | | (1.28 | ) | | | (1.50 | ) | | | (1.61 | ) | | | (0.85 | ) | | | (1.70 | ) | | | (1.56 | ) |
Net asset value – End of period | | $ | 15.78 | | | $ | 21.83 | | | $ | 22.50 | | | $ | 23.42 | | | $ | 23.66 | | | $ | 21.36 | |
Total return/(loss) | | | (22.22 | )% | | | 4.17 | % | | | 3.24 | % | | | 2.62 | %(4) | | | 19.29 | % | | | (9.81 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 150,062 | | | $ | 206,355 | | | $ | 193,184 | | | $ | 193,361 | | | $ | 180,360 | | | $ | 121,400 | |
Ratio of operating expenses to average net assets: | | | | | | | | | | | | |
Before Recoupments/Reimbursements | | | 1.71 | % | | | 1.79 | % | | | 1.92 | % | | | 1.82 | %(5) | | | 2.01 | % | | | 1.85 | % |
After Recoupments/Reimbursements | | | 1.69 | % | | | 1.79 | % | | | 1.92 | % | | | 1.82 | %(5) | | | 2.01 | % | | | 1.84 | % |
Ratio of interest expense and dividends on short positions to average net assets | | | 0.35 | % | | | 0.50 | % | | | 0.63 | % | | | 0.55 | %(5) | | | 0.68 | % | | | 0.49 | % |
Ratio of net investment income/(loss) to average net assets: | | | | | | | | |
Before Recoupments/Reimbursements | | | 3.65 | % | | | 4.43 | % | | | 3.83 | % | | | 5.33 | %(5) | | | 4.68 | % | | | 4.21 | % |
After Recoupments/Reimbursements | | | 3.67 | % | | | 4.43 | % | | | 3.83 | % | | | 5.33 | %(5) | | | 4.68 | % | | | 4.22 | % |
Portfolio turnover rate | | | 153 | % | | | 131 | % | | | 102 | % | | | 46 | %(4) | | | 121 | % | | | 127 | % |
(1) | Calculated based on average shares outstanding during the period. |
(2) | Effective as of the close of business on April 28, 2017, the Fund acquired all the assets and liabilities of the Orinda Income Opportunities Fund, a series of Advisors Series Trust (the “Predecessor Fund”). The financial highlights for the periods prior to that date reflect the performance of the Predecessor Fund. |
(3) | The Fund changed its fiscal year end to August 31. |
The accompanying notes are an integral part of these financial statements.
22
Orinda Income Opportunities Fund Financial Highlights (Continued) |
For a capital share outstanding throughout the period
| | CLASS A SHARES | |
| | Year Ended August 31, 2020 | | | Year Ended August 31, 2019 | | | Year Ended August 31, 2018 | | | Six Months Ended August 31, 2017 (2),(3) | | | Year Ended February 28, 2017 | | | Year Ended February 29, 2016 | |
Net asset value – Beginning of period | | $ | 21.77 | | | $ | 22.46 | | | $ | 23.33 | | | $ | 23.58 | | | $ | 21.31 | | | $ | 25.25 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss)(1) | | | 0.68 | | | | 0.85 | | | | 0.77 | | | | 0.59 | | | | 1.03 | | | | 0.93 | |
Net realized and unrealized gain/(loss) on investments | | | (5.48 | ) | | | (0.10 | ) | | | (0.14 | ) | | | (0.02 | ) | | | 2.88 | | | | (3.37 | ) |
Total from investment operations | | | (4.80 | ) | | | 0.75 | | | | 0.63 | | | | 0.57 | | | | 3.91 | | | | (2.44 | ) |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.90 | ) | | | (1.08 | ) | | | (1.04 | ) | | | (0.60 | ) | | | (1.04 | ) | | | (0.96 | ) |
Distributions from net realized gains | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Return of capital | | | (0.33 | ) | | | (0.36 | ) | | | (0.46 | ) | | | (0.22 | ) | | | (0.60 | ) | | | (0.54 | ) |
Total distributions | | | (1.23 | ) | | | (1.44 | ) | | | (1.50 | ) | | | (0.82 | ) | | | (1.64 | ) | | | (1.50 | ) |
Net asset value – End of period | | $ | 15.74 | | | $ | 21.77 | | | $ | 22.46 | | | $ | 23.33 | | | $ | 23.58 | | | $ | 21.31 | |
Total return/(loss) | | | (22.43 | )% | | | 3.82 | % | | | 2.94 | % | | | 2.49 | %(4) | | | 18.90 | % | | | (10.09 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 14,444 | | | $ | 62,963 | | | $ | 45,783 | | | $ | 112,549 | | | $ | 101,270 | | | $ | 66,375 | |
Ratio of operating expenses to average net assets: | | | | | | | | | | | | |
Before Recoupments/Reimbursements | | | 1.82 | % | | | 2.04 | % | | | 2.07 | % | | | 2.12 | %(5) | | | 2.29 | % | | | 2.15 | % |
After Recoupments/Reimbursements | | | 1.80 | % | | | 2.04 | % | | | 2.07 | % | | | 2.12 | %(5) | | | 2.29 | % | | | 2.15 | % |
Ratio of interest expense and dividends on short positions to average net assets | | | 0.25 | % | | | 0.46 | % | | | 0.51 | % | | | 0.55 | %(5) | | | 0.66 | % | | | 0.48 | % |
Ratio of net investment income/(loss) to average net assets: | | | | | | | | |
Before Recoupments/Reimbursements | | | 3.34 | % | | | 3.96 | % | | | 3.37 | % | | | 5.03 | %(5) | | | 4.34 | % | | | 3.97 | % |
After Recoupments/Reimbursements | | | 3.36 | % | | | 3.96 | % | | | 3.37 | % | | | 5.03 | %(5) | | | 4.34 | % | | | 3.97 | % |
Portfolio turnover rate | | | 153 | % | | | 131 | % | | | 102 | % | | | 46 | %(4) | | | 121 | % | | | 127 | % |
(1) | Calculated based on average shares outstanding during the period. |
(2) | Effective as of the close of business on April 28, 2017, the Fund acquired all the assets and liabilities of the Orinda Income Opportunities Fund, a series of Advisors Series Trust (the “Predecessor Fund”). The financial highlights for the periods prior to that date reflect the performance of the Predecessor Fund. |
(3) | The Fund changed its fiscal year end to August 31. |
The accompanying notes are an integral part of these financial statements.
23
Orinda Income Opportunities Fund Financial Highlights (CONCLUDED) |
For a capital share outstanding throughout the period
| | CLASS D SHARES | |
| | Year Ended August 31, 2020 | | | Year Ended August 31, 2019 | | | Year Ended August 31, 2018 | | | Six Months Ended August 31, 2017 (2),(3) | | | Year Ended February 28, 2017 | | | Year Ended February 29, 2016 | |
Net asset value – Beginning of period | | $ | 21.52 | | | $ | 22.23 | | | $ | 23.18 | | | $ | 23.49 | | | $ | 21.25 | | | $ | 25.17 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss)(1) | | | 0.49 | | | | 0.73 | | | | 0.63 | | | | 0.51 | | | | 0.87 | | | | 0.82 | |
Net realized and unrealized gain/(loss) on investments | | | (5.36 | ) | | | (0.13 | ) | | | (0.16 | ) | | | (0.02 | ) | | | 2.88 | | | | (3.37 | ) |
Total from investment operations | | | (4.87 | ) | | | 0.60 | | | | 0.47 | | | | 0.49 | | | | 3.75 | | | | (2.55 | ) |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.83 | ) | | | (0.95 | ) | | | (0.96 | ) | | | (0.58 | ) | | | (0.90 | ) | | | (0.83 | ) |
Distributions from net realized gains | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Return of capital | | | (0.33 | ) | | | (0.36 | ) | | | (0.46 | ) | | | (0.22 | ) | | | (0.61 | ) | | | (0.54 | ) |
Total distributions | | | (1.16 | ) | | | (1.31 | ) | | | (1.42 | ) | | | (0.80 | ) | | | (1.51 | ) | | | (1.37 | ) |
Net asset value – End of period | | $ | 15.49 | | | $ | 21.52 | | | $ | 22.23 | | | $ | 23.18 | | | $ | 23.49 | | | $ | 21.25 | |
Total return/(loss) | | | (22.99 | )% | | | 3.12 | % | | | 2.23 | % | | | 2.13 | %(4) | | | 18.10 | % | | | (10.56 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 9,626 | | | $ | 17,939 | | | $ | 20,497 | | | $ | 22,274 | | | $ | 23,963 | | | $ | 21,405 | |
Ratio of operating expenses to average net assets: | | | | | | | | |
Before Recoupments/Reimbursements | | | 2.70 | % | | | 2.80 | % | | | 2.93 | % | | | 2.79 | %(5) | | | 2.98 | % | | | 2.81 | % |
After Recoupments/Reimbursements | | | 2.68 | % | | | 2.80 | % | | | 2.93 | % | | | 2.79 | %(5) | | | 2.98 | % | | | 2.67 | % |
Ratio of interest expense and dividends on short positions to average net assets | | | 0.34 | % | | | 0.52 | % | | | 0.64 | % | | | 0.55 | %(5) | | | 0.67 | % | | | 0.49 | % |
Ratio of net investment income/(loss) to average net assets: | | | | | | | | |
Before Recoupments/Reimbursements | | | 2.65 | % | | | 3.43 | % | | | 2.90 | % | | | 4.36 | %(5) | | | 3.76 | % | | | 3.32 | % |
After Recoupments/Reimbursements | | | 2.67 | % | | | 3.43 | % | | | 2.90 | % | | | 4.36 | %(5) | | | 3.76 | % | | | 3.46 | % |
Portfolio turnover rate | | | 153 | % | | | 131 | % | | | 102 | % | | | 46 | %(4) | | | 121 | % | | | 127 | % |
(1) | Calculated based on average shares outstanding during the period. |
(2) | Effective as of the close of business on April 28, 2017, the Fund acquired all the assets and liabilities of the Orinda Income Opportunities Fund, a series of Advisors Series Trust (the “Predecessor Fund”). The financial highlights for the periods prior to that date reflect the performance of the Predecessor Fund. |
(3) | The Fund changed its fiscal year end to August 31. |
The accompanying notes are an integral part of these financial statements.
24
Orinda Income Opportunities Fund Notes to Financial Statements August 31, 2020 |
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the Orinda Income Opportunities Fund (the “Fund”), which became a series of RBB as of the close of business on April 28, 2017. The Fund is authorized to offer three classes of shares, Class I Shares, Class A Shares and Class D Shares. Class A Shares are sold subject to a front-end maximum sales charge of 5.00%. Front-end sales charges may be reduced or waived under certain circumstances. Class I Shares, Class A Shares and Class D Shares commenced investment operations on June 28, 2013, June 28, 2013 and September 27, 2013, respectively.
Prior to April 28, 2017, the Fund was a series (the “Predecessor Fund”) of Advisors Series Trust (the “Trust”), an open-end management investment company (or mutual fund) organized on October 3, 1996, as a statutory trust under the laws of the State of Delaware. The Predecessor Fund was reorganized into the Fund on April 28, 2017 (the “Reorganization”). As a result of the Reorganization, the performance and accounting history of the Predecessor Fund was assumed by the Fund. Performance and accounting information prior to April 28, 2017 included herein is that of the Predecessor Fund.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The Fund’s investment objective is to maximize current income with potential for modest growth of capital.
The Fund is an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services-Investment Companies.”
The end of the reporting period for the Fund is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
PORTFOLIO VALUATION — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Foreign securities are valued based on prices from the primary market in which they are traded, and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as disclosed in their prospectuses). Options for which the primary market is a national securities exchange are valued at the last sale price on the exchange on which they are traded, or, in the absence of any sale, will be valued at the mean of the last bid and ask prices prior to the market close. Options not traded on a national securities exchange are valued at the last quoted bid price for long option positions and the closing ask price for short option positions. If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Company’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments. Such procedures use fundamental valuation methods, which may include, but are not limited to, an analysis of the effect of any restrictions on the resale of the security, industry analysis and trends, significant changes in the issuer’s financial position, and any other event which could have a significant impact on the value of the security. Determination of fair value involves subjective judgment as the actual market value of a particular security can be established only by negotiations between the parties in a sales transaction, and the difference between the recorded fair value and the value that would be received in a sale could be significant. The Fund may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Fund values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to
25
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Fund may value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).
FAIR VALUE MEASUREMENTS — The inputs and valuation techniques used to measure the fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 — | Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 — | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| ● Level 3 — | Prices are determined using significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of the end of the reporting period, in valuing the Fund’s investments carried at fair value:
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Assets | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Real Estate | | $ | 585,963 | | | $ | 585,963 | | | $ | — | | | $ | — | |
Total Common Stocks | | | 585,963 | | | | 585,963 | | | | — | | | | — | |
REITs | | | | | | | | | | | | | | | | |
Financials | | | 67,063,677 | | | | 67,063,677 | | | | — | | | | — | |
Real Estate | | | 85,869,134 | | | | 85,869,134 | | | | — | | | | — | |
Total REITs | | | 152,932,811 | | | | 152,932,811 | | | | — | | | | — | |
Preferred Stocks | | | | | | | | | | | | | | | | |
Banks | | | 782,262 | | | | 782,262 | | | | — | | | | — | |
Energy | | | 11,102,125 | | | | 11,102,125 | | | | — | | | | — | |
Financials | | | 10,959,419 | | | | 10,959,419 | | | | — | | | | — | |
Industrials | | | 2,622,602 | | | | 2,622,602 | | | | — | | | | — | |
Real Estate | | | 8,095,487 | | | | 8,095,487 | | | | — | | | | — | |
Total Preferred Stocks | | | 33,561,895 | | | | 33,561,895 | | | | — | | | | — | |
Convertible Preferred Stocks | | | | | | | | | | | | | | | | |
Real Estate | | | 1,607,132 | | | | 1,607,132 | | | | — | | | | — | |
Total Convertible Preferred Stocks | | | 1,607,132 | | | | 1,607,132 | | | | — | | | | — | |
Corporate Bonds | | | | | | | | | | | | | | | | |
Industrials | | | 1,179,164 | | | | — | | | | 1,179,164 | | | | — | |
Total Corporate Bonds | | | 1,179,164 | | | | — | | | | 1,179,164 | | | | — | |
26
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
FAIR VALUE MEASUREMENTS (continued)
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Exchange Traded Funds | | $ | 817,500 | | | $ | 817,500 | | | $ | — | | | $ | — | |
Closed-End Mutual Funds | | | 3,299,100 | | | | 3,299,100 | | | | — | | | | — | |
Short-Term Investments | | | 842,132 | | | | 842,132 | | | | — | | | | — | |
Total Investments in Securities | | $ | 194,825,697 | | | $ | 193,646,533 | | | $ | 1,179,164 | | | $ | — | |
Total Assets | | $ | 194,825,697 | | | $ | 193,646,533 | | | $ | 1,179,164 | | | $ | — | |
Liabilities | | | | | | | | | | | | | | | | |
Securities Sold Short | | $ | (7,197 | ) | | $ | (7,197 | ) | | $ | — | | | $ | — | |
Total Liabilities | | $ | (7,197 | ) | | $ | (7,197 | ) | | $ | — | | | $ | — | |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if the Fund had an amount of Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
Foreign securities that utilize international fair pricing are categorized as Level 2 in the hierarchy.
During the current fiscal period, the Fund had no Level 3 transfers.
DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES — The Fund may use derivatives for different purposes, such as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. The various derivative instruments that the Fund may use are options, futures, swaps, and forward foreign currency contracts, among others. The Fund may also use derivatives for leverage, in which case their use would involve leveraging risk. The Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks, such as liquidity risk, interest rate risk, market risk, credit risk, and management risk. A Fund investing in a derivative instrument could lose more than the principal amount invested.
The Fund has adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires enhanced disclosures about the Fund’s use of, and accounting for, derivative instruments and the effect of derivative instruments on the Fund’s results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for
27
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
hedge accounting. Even though the Fund may use derivatives in an attempt to achieve an economic hedge, the Fund’s derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.
The following table lists the amounts of realized gains/(losses) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by contract type and risk exposure.
DERIVATIVE TYPE | | STATEMENT OF OPERATIONS LOCATION | | | EQUITY CONTRACTS | |
Realized Gain/(Loss) |
Purchased Options | | | Net realized gain/(loss) from investments | | | $ | (278,500 | ) |
Written Options | | | Net realized gain/(loss) from investments | | | $ | 94,320 | |
Total Realized Gain/(Loss) | | | | | | $ | (184,180 | ) |
The following table lists the amounts of change in unrealized appreciation/(depreciation) included in net increase/(decrease) in net assets resulting from operations during the current fiscal period, grouped by contract type and risk exposure.
DERIVATIVE TYPE | | STATEMENT OF OPERATIONS LOCATION | | | EQUITY CONTRACTS | |
Change in Unrealized Appreciation/(Depreciation) |
Purchased Options | | | Net change in unrealized appreciation/(depreciation) on investments | | | $ | (68,979 | ) |
Total Change in Unrealized Appreciation/(Depreciation) | | | | | | $ | (68,979 | ) |
Average Balance Information
During the current fiscal period, the Fund’s quarterly average volume of derivatives was as follows:
| PURCHASED OPTIONS (COST) | | | WRITTEN OPTIONS (PROCEEDS) | |
| $ | 34,204 | | | $ | — | |
OPTIONS — The Fund may utilize options for hedging purposes as well as direct investment. Some options strategies, including buying puts, tend to hedge the Fund’s investments against price fluctuations. Other strategies, such as writing puts and calls and buying calls, tend to increase market exposure. Options contracts may be combined with each other in order to adjust the risk and return characteristics of each Fund’s overall strategy in a manner deemed appropriate to the Adviser and consistent with each Fund’s investment objective and policies. When a call or put option is written, an amount equal to the premium received is recorded as a liability. The liability is marked-to-market daily to reflect the current fair value of the written option. When a written option expires, a gain is realized in the amount of the premium originally received. If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original premium less the cost of the closing transaction. If a written call option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a written put option is exercised, the amount of the premium originally received reduces the cost of the security which is purchased upon the exercise of the option.
28
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
With options, there is minimal counterparty credit risk to the Fund since the options are covered or secured, which means that the Fund will own the underlying security or, to the extent it does not hold such a portfolio, will maintain a segregated account with the Fund’s custodian consisting of high quality liquid debt obligations equal to the market value of the option, marked to market daily.
Options purchased are recorded as investments and marked-to-market daily to reflect the current fair value of the option contract. If an option purchased expires, a loss is realized in the amount of the cost of the option contract. If a closing transaction is entered into, a gain or loss is realized to the extent that the proceeds from the sale are greater or less than the cost of the option. If a purchase put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid. If a purchased call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS — The Fund is subject to equity price risk, interest rate risk, and foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The Fund uses futures contracts and options on such futures contracts to gain exposure to, or hedge against, changes in the value of equities, interest rates or foreign currencies. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. Upon entering into such contracts, the Fund is required to deposit with the broker, either in cash or securities, an initial margin deposit in an amount equal to a certain percentage of the contract amount. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gains or losses by the Fund. Upon entering into such contracts, the Fund bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. With futures, there is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures against default. The use of futures contracts, and options on futures contracts, involves the risk of imperfect correlation in movements in the price of futures contracts and options thereon, interest rates and the underlying hedged assets.
LEVERAGE AND SHORT SALES — The Fund may use leverage in connection with its investment activities and may effect short sales of securities. Leverage can increase the investment returns of the Fund if the securities purchased increase in value in an amount exceeding the cost of the borrowing. However, if the securities decrease in value, the Fund will suffer a greater loss than would have resulted without the use of leverage. A short sale is the sale by the Fund of a security which it does not own in anticipation of purchasing the same security in the future at a lower price to close the short position. A short sale will be successful if the price of the shorted security decreases. However, if the underlying security goes up in price during the period in which the short position is outstanding, the Fund will realize a loss. The risk on a short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction. Therefore, short sales may be subject to greater risks than investments in long positions. With a long position, the maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. The Fund would also incur increased transaction costs associated with selling securities short. In addition, if the Fund sells securities short, it must maintain a segregated account with its custodian containing cash or high-grade securities equal to (i) the greater of the current market value of the securities sold short or the market value of such securities at the time they were sold short, less (ii) any collateral deposited with the Fund’s broker (not including the proceeds from the short sales). The Fund may be required to add to the segregated account as the market price of a shorted security increases. As a result of maintaining and adding to its segregated account, the Fund may maintain higher levels of cash or liquid assets (for example, U.S. Treasury bills, repurchase agreements, high quality commercial paper and long equity positions) for collateral needs thus reducing its overall managed assets available for trading purposes. The Fund is obligated to pay the counterparty any dividends or interest due on securities sold short. Such dividends and interest are recorded as an expense to the Fund.
MUTUAL FUND AND ETF TRADING RISK — The Fund may invest in other mutual funds that are either open-end or closed-end investment companies as well as ETFs. ETFs are investment companies that are bought and sold on a national securities exchange. Unlike mutual funds, ETFs do not necessarily trade at the net asset values of their underlying securities, which means an ETF could potentially trade above or below the value of the underlying portfolios. Additionally, because ETFs trade like stocks on exchanges, they are subject to trading and commission costs unlike mutual funds. Also, both mutual funds and ETFs have management fees that are part of their costs, and the Fund will indirectly bear its proportionate share of the costs.
29
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
REITS — The Fund has made certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon available funds from operations. It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in its annual distributions to shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.
USE OF ESTIMATES — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
INVESTMENT TRANSACTIONS, INVESTMENT INCOME AND EXPENSES — The Fund records security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gains are recorded as a reduction of cost of investments and/or as a realized gain. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Fund.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS — The Fund distributes substantially all of its net investment income, if any, quarterly, and net realized capital gains, if any, annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. TAX STATUS — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
FOREIGN CURRENCY TRANSLATION — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investments in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.
MARKET RISK — The value of the Fund’s shares will fluctuate as a result of the movement of the overall stock market or the value of the individual securities held by the Fund, and you could lose money.
MASTER LIMITED PARTNERSHIP RISK — Investments in securities (units) of MLPs involve risks that differ from an investment in common stock. To the extent that an MLP’s interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. Additionally, holders of the units of MLPs have more limited control and limited rights to vote on matters affecting the partnership. There are also certain tax risks associated with an investment in units of MLPs.
30
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
FOREIGN AND EMERGING MARKET SECURITIES RISK — Foreign investments may carry risks associated with investing outside the United States, such as currency fluctuation, economic or financial instability, lack of timely or reliable financial information or unfavorable political or legal developments. Those risks are increased for investments in emerging markets.
CURRENCY RISK — Changes in foreign currency exchange rates will affect the value of what the Fund owns and the Fund’s share price. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country’s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.
SMALL AND MEDIUM COMPANIES RISK — Investing in securities of small and medium capitalization companies may involve greater volatility than investing in larger and more established companies because small and medium capitalization companies can be subject to more abrupt or erratic share price changes than larger, more established companies.
DERIVATIVES RISK — The Fund’s use of derivatives (which may include options, futures and swaps, among others) may reduce the Fund’s returns and/or increase volatility. Derivatives involve the risk of improper valuation, the risk of ambiguous documentation, and the risk that changes in the value of the derivative may not correlate perfectly with the underlying security. Derivatives are also subject to market risk, interest rate risk, credit risk, counterparty risk and liquidity risk. Derivatives may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Fund’s original investment.
OPTIONS RISK — Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks. The Fund may not fully benefit from or may lose money on an option if changes in its value do not correspond as anticipated to changes in the value of the underlying securities.
INTEREST RATE RISK — Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. It is likely there will be less governmental action in the near future to maintain low interest rates. The negative impact on fixed income securities from the resulting rate increases for that and other reasons could be swift and significant.
FIXED INCOME SECURITIES RISK — Fixed income securities are subject to interest rate risk and credit risk. There is also the risk that an issuer may “call,” or repay, its high yielding bonds before their maturity dates. Fixed income securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. Limited trading opportunities for certain fixed income securities may make it more difficult to sell or buy a security at a favorable price or time.
REAL ESTATE AND REIT CONCENTRATION RISK — The Fund is vulnerable to the risks of the real estate industry, such as the risk that a decline in rental income may occur because of extended vacancies, the failure to collect rents, increased competition from other properties, or poor management. The value and performance of REITs depends on how well the underlying properties owned by the REIT are managed. In addition, the value of an individual REIT’s securities can decline if the REIT fails to continue qualifying for special tax treatment.
CONVERTIBLE BOND RISK — Convertible bonds are hybrid securities that have characteristics of both bonds and common stocks and are therefore subject to both debt security risks and equity risk. Convertible bonds are subject to equity risk especially when their conversion value is greater than the interest and principal value of the bond. The prices of equity securities may rise or fall because of economic or political changes and may decline over short or extended periods of time.
PREFERRED STOCK RISK — Preferred stocks may be more volatile than fixed income securities and are more correlated with the issuer’s underlying common stock than fixed income securities. Additionally, the dividend on a preferred stock may be changed or omitted by the issuer.
INITIAL PUBLIC OFFERING RISK — The Fund may purchase securities of companies that are offered pursuant to an IPO. The risk exists that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When the Fund’s asset
31
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.
PORTFOLIO TURNOVER RISK — A high portfolio turnover rate (100% or more) increases the Fund’s transaction costs (including brokerage commissions and dealer costs), which would adversely impact the Fund’s performance. Higher portfolio turnover may result in the realization of more short-term capital gains than if the Fund had lower portfolio turnover.
LIBOR DISCONTINUATION RISK — The terms of many financial instruments in which the Fund may invest or other transactions to which the Fund may be a party may be tied to the London Interbank Offered Rate, or “LIBOR.” LIBOR is the offered rate for short-term Eurodollar deposits between major international banks. LIBOR may be a significant factor in determining the Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund, and may be used in other ways that affect the Fund’s investment performance. In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced a desire to phase out the use of LIBOR by the end of 2021.
Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR remains uncertain. There also remains uncertainty and risk regarding the willingness and ability of issuers to include fallback provisions and/or other measures that contemplate the discontinuation of LIBOR in new and existing contracts or instruments. In addition, there are obstacles to converting certain longer-term securities and transactions to a new reference rate or rates and the effectiveness of one alternative reference rate versus multiple alternative reference rates in new or existing financial instruments and products has not been determined.
The transition away from LIBOR might lead to increased volatility and illiquidity in markets for instruments whose terms currently reference LIBOR, reduced values of LIBOR-related investments, reduced effectiveness of hedging strategies, increased costs for certain LIBOR-related instruments, increased difficulty in borrowing or refinancing, and prolonged adverse market conditions for the Fund. Furthermore, the risks associated with the expected discontinuation of LIBOR and related transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.
Although the Fund is working to minimize its exposure to risks associated with the expected discontinuation of LIBOR, all of the aforementioned risks may adversely affect the Fund’s performance or NAV.
CORONAVIRUS (COVID-19) PANDEMIC — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
CASH AND CASH EQUIVALENTS — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
REDEMPTION FEES — The Fund does not charge redemption fees to shareholders.
OTHER — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, the Fund expects the risk of material loss from such claims to be remote.
32
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
2. INVESTMENT ADVISER AND OTHER SERVICES
Orinda Asset Management, LLC (the “Adviser” or “Orinda”) serves as the investment adviser to the Fund. The Adviser furnishes all investment advice, office space, and facilities, and provides most of the personnel needed by the Fund. The Fund compensates the Adviser for its services at an annual rate based on the Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table.
The Adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent that the total annual Fund operating expenses (excluding certain items discussed below) exceed the rate (“Expense Cap”) shown in the following table of the average daily net assets for each class of shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause total annual Fund operating expenses to exceed the Expense Cap as applicable: acquired fund fees and expenses, brokerage commissions, dividends on securities sold short, extraordinary expenses, interest and taxes. This contractual limitation is in effect until February 28, 2021 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after February 28, 2021.
ADVISORY | | EXPENSE CAPS |
FEE | | CLASS I | CLASS A | CLASS D |
1.00% | | 1.40% | 1.70% | 2.40% |
During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed were as follows:
| GROSS ADVISORY FEES | | | WAIVERS AND/OR REIMBURSEMENTS | | | NET ADVISORY FEES | |
| $ | 2,339,921 | | | $ | (53,072 | ) | | $ | 2,286,849 | |
If at any time the Fund’s total annual Fund operating expenses (not including acquired fund fees and expenses, short sale dividend expenses, brokerage commissions, extraordinary items, interest and taxes) for a year are less than the relevant share class’s Expense Cap, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed the relevant share class’s Expense Cap that was in effect at the time of the waiver or reimbursement.
As of the end of the reporting period, the Fund had amounts available for recoupment as follows:
| EXPIRATION | |
| AUGUST 31, 2021 | | | AUGUST 31, 2022 | | | AUGUST 31, 2023 | |
| $ | — | | | $ | — | | | $ | 53,072 | |
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Fund. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Fund’s transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Fund’s distributor.
33
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
For compensation amounts paid to Fund Services and the Custodian, please refer to the Statement of Operations.
The Board has adopted Plans of Distribution for Class A Shares and Class D Shares (the “Plans”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plans, the Fund’s distributor is entitled to receive from the Fund a distribution fee with respect to Class A Shares and Class D Shares of the Fund, which is accrued daily and paid monthly, of up to 0.25% on an annualized basis of the average daily net assets of the Class A Shares and up to 1.00% on an annualized basis of the average daily net assets of the Class D Shares. The actual amount of such compensation under the Plans is agreed upon by the Board and by the Distributor. Because these fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment in Class A Shares and Class D Shares and may cost you more than paying other types of sales charges. Amounts paid to the Distributor under the Plans may be used by the Distributor to cover expenses that are related to (i) the sale of Class A Shares and Class D Shares, (ii) ongoing servicing and/or maintenance of the accounts of Class A and Class D shareholders, and (iii) sub-transfer agency services, sub-accounting services or administrative services related to the sale of Class A Shares and Class D Shares, all as set forth in the Plans.
3. DIRECTOR AND OFFICER COMPENSATION
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Fund or the Company. An employee of Vigilant Compliance, LLC also serves as the Chief Compliance Officer of the Adviser. Neither the Fund nor the Company compensates this individual or Vigilant Compliance, LLC for services provided to Orinda. For Director and Officer compensation amounts, please refer to the Statement of Operations.
4. PURCHASES AND SALES OF INVESTMENT SECURITIES
During the current fiscal period, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
| PURCHASES | | | SALES | |
| $ | 363,766,082 | | | $ | 415,757,881 | |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. LEVERAGE & LINE OF CREDIT
The Fund may purchase securities with borrowed money, including bank overdrafts (a form of leverage). The Fund may borrow amounts up to one-third of the value of its assets after giving effect to such borrowing. Leverage exaggerates the effect on the net asset value of any increase or decrease in the market value of the Fund’s portfolio securities. These borrowings will be subject to interest costs, which may or may not be recovered by appreciation of the securities purchased. In certain cases, interest costs may exceed the return received on the securities purchased.
The Fund may also utilize the line of credit for short term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The Fund maintains a separate line of credit with BNP Paribas (acting through its New York Branch). The Fund is charged interest of 1.20% above the one-month London Interbank Offered Rate (“LIBOR”) for borrowings under this agreement. The Fund can borrow up to a maximum of 50% of the market value of assets pledged as collateral. However, depending on the liquidity of the collateral, issuer concentration, debt ratings of fixed income investments, and the share price of equity holdings, the amount eligible to be borrowed can also be less than 50% of the market value of the assets pledged as collateral.
The Fund has pledged a portion of its investment securities as the collateral for their line of credit. As of the end of the reporting period, the value of the investment securities pledged as collateral was $82,531,955. The Fund had an outstanding average daily balance and a weighted average interest rate of approximately $10.0 million and 2.52%, respectively. The maximum amount outstanding for the Fund during the reporting period was $35,020,034.
34
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2020 |
6. FEDERAL INCOME TAX INFORMATION
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by the Fund were as follows:
| FEDERAL TAX COST | | | UNREALIZED APPRECIATION | | | UNREALIZED (DEPRECIATION) | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
| $ | 205,066,842 | | | $ | 10,994,467 | | | $ | (21,242,809 | ) | | $ | (10,248,342 | ) |
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification.
Permanent differences as of August 31, 2020 were reclassified among the following accounts:
| Distributable earnings/(Loss) | | | PAID-IN CAPITAL | |
| $ | 1,181,996 | | | $ | (1,181,996 | ) |
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
| UNDISTRIBUTED ORDINARY INCOME | | | UNDISTRIBUTED LONG-TERM CAPITAL GAINS | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | | | ACCUMULATED LOSSES | | | TOTAL | |
| $ | — | | | $ | — | | | $ | (10,248,342 | ) | | $ | (58,664,760 | ) | | $ | (68,913,102 | ) |
The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes. Short-term and foreign currency gains are reported as ordinary income for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2020 and August 31, 2019, were as follows:
| | ORDINARY INCOME | | | LONG-TERM CAPITAL GAINS | | | RETURN OF CAPITAL | |
2020 | | $ | 11,836,976 | | | $ | — | | | $ | 4,178,024 | |
2019 | | $ | 13,162,834 | | | $ | — | | | $ | 4,287,166 | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
35
Orinda Income Opportunities Fund Notes To Financial Statements (CONCLUDED) August 31, 2020 |
The Fund is permitted to carryforward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses. As of August 31, 2020, the Fund had $43,683,879 of short-term capital loss carryforwards and $14,978,192 of long-term capital loss carryforwards.
7. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Fund’s financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
8. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.
36
Orinda Income Opportunities Fund Report of Independent Registered Public Accounting Firm |
To the Board of Directors of
The RBB Fund, Inc.
and the Shareholders of the Orinda Income Opportunities Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Orinda Income Opportunities Fund (the “Fund”), a series of The RBB Fund, Inc., including the schedule of investments, as of August 31, 2020, the related statement of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, financial highlights for each of the three years in the period then ended, for the six month period ended August 31, 2017, and for each of the two years in the period ended February 28, 2017, 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 August 31, 2020, the results of its operations and cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, for the six month period ended August 31, 2017, and for each of the two years in the period ended February 28, 2017, 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 laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the Fund’s auditor since 2011.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 risks 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 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. Our procedures included confirmation of securities owned as of August 31, 2020 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Philadelphia, Pennsylvania
October 29, 2020
37
Orinda Income Opportunities Fund Shareholder Tax Information (Unaudited) |
Certain tax information regarding the Fund is required to be provided to shareholders based upon the Fund’s income and distributions for the taxable year ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2020. During the fiscal year ended August 31, 2020, the following dividends and distributions were paid by the Fund:
| ORDINARY INCOME DIVIDENDS | | | LONG-TERM CAPITAL GAIN DIVIDENDS | | | Return of Capital DIVIDENDS | |
| $ | 11,836,976 | | | $ | — | | | $ | 4,178,024 | |
Distributions from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, the percentage of ordinary income dividends qualifying for the 15% dividend tax rate is 24.34%.
The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 14.95%.
The Fund designates 0.00% of the ordinary income distributions as qualified short-term gain pursuant to the American Job Creation Act of 2004.
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2020. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Fund, if any.
In general, dividends received by tax exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.
38
Orinda Income Opportunities Fund Notice to Shareholders AUGUST 31, 2020 (UNAUDITED) |
How to Obtain a Copy of the Fund’s Proxy Voting Policies
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-855-467-4632 or on the SEC’s website at http://www.sec.gov.
How to Obtain a Copy of the Fund’s Proxy Voting Records for the 12-Month Period Ended June 30, 2019
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1-855-467-4632. Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Householding
In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses and annual and semi-annual reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-855-467-4632 to request individual copies of these documents. Once the Transfer Agent receives notice to stop householding, the Transfer Agent will begin sending individual copies thirty days after receiving your request. This policy does not apply to account statements.
Approval of Investment Advisory Agreement
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between Orinda and the Company (the “Investment Advisory Agreement”) on behalf of the Fund, at a meeting of the Board held on May 13-14, 2020 (the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Orinda with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreement between the Company and Orinda with respect to the Fund, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Orinda’s services provided to the Fund; (ii) descriptions of the experience and qualifications of Orinda’s personnel providing those services; (iii) Orinda’s investment philosophies and processes; (iv) Orinda’s assets under management and client descriptions; (v) Orinda’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Orinda’s current advisory fee arrangement with the Company; (vii) Orinda’s compliance procedures; (viii) Orinda’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Fund; (ix) the extent to which economies of scale are relevant to the Orinda; (x) a report prepared by Broadridge/Lipper comparing the Fund’s management fees and total expense ratio to those of its Lipper Group and comparing the performance of the Fund to the performance of its Lipper Group; and (xi) a report comparing the performance of the Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Orinda. The Directors concluded that Orinda had substantial resources to provide services to the Fund and that Orinda’s services had been acceptable.
39
Orinda Income Opportunities Fund Notice to Shareholders (Concluded) AUGUST 31, 2020 (UNAUDITED) |
The Directors also considered the investment performance of the Fund and Orinda. The Directors noted that the Fund had underperformed the Fund’s primary benchmark for the year-to-date and one-year, three-year, five-year and since-inception periods ended March 31, 2020. The Directors also considered the Fund’s 1st quintile ranking within its Lipper Performance Group for the one-year and two-year periods ended December 31, 2019.
The Board also considered the advisory fee rate payable by the Fund under the Investment Advisory Agreement. In this regard, information on the fees paid by the Fund and the Fund’s total operating expense ratio (before and after fee waivers and expense reimbursements) was compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms.
The Directors noted that the actual advisor fee of the Fund ranked in the 5th quintile of the Fund’s Lipper Expense Group, and that the total expenses of the Fund ranked in the 2nd quintile of its Lipper Expense Group. In addition, the Directors noted that Orinda has contractually agreed to waive management fees and reimburse expenses through at least February 28, 2021 to agreed upon levels.
After reviewing the information regarding the Fund’s costs, profitability and economies of scale, and after considering Orinda’s services, the Directors concluded that the investment advisory fees paid by the Fund were fair and reasonable and that the Investment Advisory Agreement should be approved and continued for an additional one-year period ending August 16, 2021.
40
Orinda Income Opportunities Fund Management (Unaudited) |
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (855) 467-4632.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
41
Orinda Income Opportunities Fund MANAGEMENT (Unaudited) (Continued) |
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72 | Chairman Director
| 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present 1991 to present | Since 2002, Senior Director – Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
42
Orinda Income Opportunities Fund MANAGEMENT (Unaudited) (Continued) |
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer
| 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59 | Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
43
Orinda Income Opportunities Fund MANAGEMENT (Unaudited) (Concluded) |
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary
| 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
44
Orinda Income Opportunities Fund Privacy Notice (Unaudited) |
FACTS | WHAT DOES THE ORINDA INCOME OPPORTUNITIES FUND DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Orinda Income Opportunities Fund chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your personal information | Does the Orinda Income Opportunities Fund share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | We don’t share. |
For our affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share. |
For our affiliates to market to you | No | We don’t share. |
For nonaffiliates to market to you | No | We don’t share. |
Questions? | Call (855) 467-4632 or go to www.orindafunds.com |
45
Orinda Income Opportunities Fund privacy notice (Concluded) (Unaudited) |
What we do | |
How does the Orinda Income Opportunities Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Orinda Income Opportunities Fund collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Orinda Investment Partners, LLC (“OIP”) and Orinda Asset Management, LLC (“OAM”). |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● The Orinda Income Opportunities Fund doesn’t share with nonaffiliates so they can market to you. The Fund may share information with nonaffiliates that perform marketing services on our behalf. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Orinda Income Opportunities Fund does not jointly market. |
46
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Investment Adviser
Orinda Asset Management LLC
3390 Mt. Diablo Boulevard, Suite 250
Lafayette, CA 94549
Distributor
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
Two Liberty Place
50 S 16th St Suite 2900
Philadelphia, PA 19102-2529
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
OR-AR20
This report is intended for shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.
Past performance results shown in this report should not be considered a representation of future performance. Share price and returns will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are dated and are subject to change.
SGI U.S. LARGE CAP EQUITY FUND
SGI U.S. SMALL CAP EQUITY FUND
SGI GLOBAL EQUITY FUND
SGI CONSERVATIVE FUND
SGI PRUDENT GROWTH FUND
SGI PEAK GROWTH FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2020
Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-855-744-8500.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1-855-744-8500 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Funds.
This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Funds.
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report
August 31, 2020 (Unaudited)
SGI U.S. Large Cap Equity Fund
I Share: SILVX
A Share: LVOLX
C Share: SGICX
Dear Shareholder:
Established in 2010, Summit Global Investments (SGI) is a specialized asset management firm. SGI’s strategies utilize a distinct quantitative process to analyze the market and select stocks SGI determines and believes provide the least amount of adverse surprises. SGI further incorporates fundamental analysis, examining each potential holding for idiosyncratic downside risks and environmental, social, and governance (“ESG”) characteristics. The goal is to invest in outstanding companies with the least potential for downside surprises.
To continue to manage risk effectively, SGI analyzes companies both fundamentally and quantitatively. But risk appears from various points where fundamentally and quantitatively fall short. For example, analyzing the spread of COVID-19 (coronavirus) seems allusive. And although the terror and panic which gripped the market and mindset of the world in March has dissipated, COVID-19 is still a very large driving force in day-to-day of Americans. Another example is Presidential election (though more structure than COVID-19 still seems to be a guess at best). The stock market volatility seems to act in correlation with uncertainty. The more uncertainty the higher the volatility. With the Presidential election around the corner, I suspect this relationship will continue.
SGI cannot foresee every bump or every cliff, let alone every turn of the market, but we feel more confident than before that the market is not trading on fundamentals alone. The market doesn’t seem to really care who you are (as a company), how well managed you are, or how much money (earnings) you have as a company. The big winners have been very large companies and growth companies. Growth stocks and large cap stocks have outperformed Value and small cap stocks year to day through the end of July, and not be a small margin. We are talking record territory separation. For example, year-to-date through August 31, 2020, the Russell 1000 Growth Index’s total return was up +30.46% versus the Russell 2000 Value Index’s total return being down -17.73%. That is a difference of over 48%.
SGI aims to be defensive in nature; however, we are also quite cognizant of the fact that having a portfolio of utilities, real estate investment trusts (“REITS”), and consumer staples still wouldn’t mitigate these massive macro risk, such as COVID-19, style risk and political risks. Going to really high cash levels makes little sense too, since we never know what tomorrow will bring.
I know everyone, especially clients, care about downside protection. At SGI we seek to invest in outstanding companies with the least potential for downside surprises. But sometimes you lose. And Personally, I HATE losing. But I also realize that consistent long-term outperformance speaks volumes.
Market volatility comes down to massive uncertainty, fear of the unknown, anxiety, changes to our daily norms, etc. On top of all this, when markets have little information and less visibility into the future, volatility may intensify.
In addition to taking steps within portfolios to limit the impact of such major macro risks, we will continue to seek out stocks we see individually and collectively has having the best possible risk/return characteristics.
COVID-19
Our plan continues to be to protect employees and continue business operations in all aspects of SGI. It augments existing preparedness and recovery planning and outlines technologies and strategies by which the impact of a virus upon the company and its employees may be mitigated.
We are ready to respond as necessary should the virus become more prevalent in the areas where we operate. Currently every SGI employee, where possible, has configured work environments at home with the necessary technology and connectivity required to work remotely, and has been successfully doing so since our last shareholder letter. Additionally, we will continue to monitor relevant information and to make appropriate adjustments where necessary.
1
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
The continual delivery of critical financial services is the focus and foundational basis of our strategic planning. We will continue to provide financial services to our customers at the highest service levels.
Everyone at SGI is 100% committed to doing everything we can to follow our quantitative and qualitative processes as designed. Again, if there is any doubt you have or any questions, please do not hesitate to reach out to me directly or to the team collectively.
Sincerely,
David Harden
Highlights
| ● | The SGI U.S. Large Cap Equity Fund I Shares returned 10.10% in the twelve months ended August 31, 2020. The fund underperformed its benchmark, the S&P 500 Index, which increased 21.94%. |
| ● | The largest factor that hurt relative performance was the significant underweight to both Apple and Microsoft that rose +150% and +65%, respectively. |
| ● | Stock selection in the Health Care sector was particularly strong, while stock selection in Information Technology hurt relative performance. |
| ● | From a factor exposure standpoint, lack of exposure to some of the largest market cap companies in the benchmark was the single most important factor contributing to underperformance. |
INVESTMENT OBJECTIVE
The Fund seeks to outperform the S&P 500 Index over a market cycle while reducing overall volatility.
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI U.S. Large Cap Equity Fund I Shares returned 10.10% in the twelve-month period ended August 31, 2020. The fund lagged its benchmark, the S&P 500 Index, which gained 21.94%. Performance of other share classes will differ. Please see prospectus for details.
What factors influenced the fund’s performance?
The largest factor that hurt the fund relative performance was the significant underweight to Apple and Microsoft. These very large market capitalization companies returned +150% and +65% during the prior twelve-month period, respectively.
Although the Information Technology sector was the largest average sector exposure comprising 20% of the fund, it was still significantly underweight the benchmark. This underweight hurt performance because the sector was the top performing sector during the past twelve months. Stock selection in this sector underperformed which also hurt fund relative performance.
2
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
The fund’s large overweight to the Consumer Staples sector also detracted from relative performance because the sector underperformed the overall benchmark.
The fund’s significant underweight in the poorly performing Energy sector benefitted relative performance. Oil prices fell as the global recession reduced demand. The Organization of Petroleum Exporting Countries (OPEC) finally instituted some production cuts stabilizing prices.
An underweight of the Financials sector, particularly banks, helped the relative performance. The fund’s overweight of both traditionally defensive sectors of Utilities and Real Estate somewhat detracted from relative performance.
Strong stock selection in the Health Care sector was a positive contributor to relative performance with pharmaceutical companies Idexx Laboratories, Bristol Myers, and Eli Lilly each returning over 33% during the period. A large position in S&P Global Inc. benefitted the fund as the stock gained 42%. Several other top contributing companies to relative performance were Adobe, Cadence Design Systems, Charter Communications, Take-Two Interactive Software, and Intuit which all generated solid total returns. Stocks that detracted from relative performance included National Instruments, Essex Property Trust, OGE Energy, WP Carey, and Sysco all of which declined more than 30% during the period.
In fact, lack of exposure to some of the largest market cap companies in the benchmark was the single most important factor contributing to underperformance.
How is the fund positioned?
The Information Technology sector remains our largest allocation accounting for 30% of the fund which is a slight overweight to the benchmark weighting. The fund is also positioned significantly overweight traditionally defensive sectors Consumer Staples and Health Care. The fund is positioned underweight Financials, Utilities, Industrials and Real Estate along with no exposure to Energy and Materials sectors.
What is portfolio management’s outlook?
The risks in the market today are clearly more challenging than those that existed at the end of 2019. The coronavirus pandemic caused a global recession accompanied by a spike in unemployment. While the stock market began to correct in late February and early March central banks and governments stepped in with massive stimulus and liquidity injections for both individuals and companies. These actions resulted in the largest and quickest stock market rally in history.
Current valuations are expensive relative to history and fundamentals. Without a vaccine nor an effective treatment for the coronavirus it seems improbable economic activity reaches previous peak levels. Some industries such as airlines, hotels, restaurants, theaters, sporting events, concerts and entertainment may take many years to recover. Other industries, although affected, have recovered by adjusting to the situation with work-at-home and social distancing solutions.
Additionally, the approaching U.S. election promises to be contentious increasing uncertainty and likely increasing market volatility. We expect that overvalued speculative stocks will mean revert, but timing is difficult. Underperforming factors such as value and low volatility will likely also mean revert and begin to outperform.
Despite these uncertainties, we remain cautiously optimistic because historically people, companies, and governments have successfully adapted to difficult exogenous circumstances and the global economies have returned to growth.
Over longer time horizons, we believe that our managed risk approach towards investing can provide favorable relative returns. As always, we maintain a disciplined adherence to our rigorous quantitative and fundamental investment process.
3
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
The views expressed reflect the opinions of Summit Global Investments as of the date of this report and are subject to change based on changes in market, economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
Fund holdings and sector allocations are subject to change and should not be considered recommendations to buy or sell any security. Please refer to the Portfolio of Investments in this report for a complete list of fund holdings.
The S&P 500® Index is a broad based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. It is not possible to invest directly in an index. The Russell 1000 Index is a stock market index that tracks the highest-ranking 1,000 stocks in the Russell 3000 Index, which represent about 90% of the total market capitalisation of that index. The Russell 2000 Index is a small-cap stock market index of the smallest 2,000 stocks in the Russell 3000 Index.
Mutual Fund investing involves risk. Principal loss is possible. Equity securities (stocks) are subject to market, economic, and business risks that will cause their price to rise or fall over time. The net asset value per share of the Fund will fluctuate as the value of the securities in the portfolio change and an investor may lose money. Although the Fund seeks lower volatility, there is no guarantee the Fund will perform as expected. Investing in other investment companies, including ETFs, may result in duplication of expenses, including advisory fees, in addition to the Fund’s own expenses and will be subject to the risks of the underlying investments. The stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger companies.
Must be preceded or accompanied by a prospectus.
The Funds are distributed by Quasar Distributors, LLC.
Growth and value investing each have unique risks and potential for rewards and may not be suitable for all investors. Growth stocks typically are more volatile than value stocks; however, value stocks have a lower expected growth rate in earnings and sales.
4
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
SGI U.S. Small Cap Equity Fund
I Share: SCLVX
A Share: LVSMX
C Share: SMLVX
Dear Shareholder:
Established in 2010, Summit Global Investments (SGI) is a specialized asset management firm. SGI’s strategies utilize a distinct quantitative process to analyze the market and select stocks SGI determines and believes provide the least amount of adverse surprises. SGI further incorporates fundamental analysis, examining each potential holding for idiosyncratic downside risks and environmental, social, and governance (“ESG”) characteristics. The goal is to invest in outstanding companies with the least potential for downside surprises.
To continue to manage risk effectively, SGI analyzes companies both fundamentally and quantitatively. But risk appears from various points where fundamentally and quantitatively fall short. For example, analyzing the spread of COVID-19 (coronavirus) seems allusive. And although the terror and panic which gripped the market and mindset of the world in March has dissipated, COVID-19 is still a very large driving force in day-to-day of Americans. Another example is Presidential election (though more structure than COVID-19 still seems to be a guess at best). The stock market volatility seems to act in correlation with uncertainty. The more uncertainty the higher the volatility. With the Presidential election around the corner, I suspect this relationship will continue.
SGI cannot foresee every bump or every cliff, let alone every turn of the market, but we feel more confident than before that the market is not trading on fundamentals alone. The market doesn’t seem to really care who you are (as a company), how well managed you are, or how much money (earnings) you have as a company. The big winners have been very large companies and growth companies. Growth stocks and large cap stocks have outperformed Value and small cap stocks year to day through the end of July, and not be a small margin. We are talking record territory separation. For example, year-to-date through August 31, 2020, the Russell 1000 Growth Index’s total return was up +30.46% versus the Russell 2000 Value Index’s total return being down -17.73%. That is a difference of over 48%.
SGI aims to be defensive in nature; however, we are also quite cognizant of the fact that having a portfolio of utilities, real estate investment trusts (“REITS”), and consumer staples still wouldn’t mitigate these massive macro risk, such as COVID-19, style risk and political risks. Going to really high cash levels makes little sense too, since we never know what tomorrow will bring.
I know everyone, especially clients, care about downside protection. At SGI we seek to invest in outstanding companies with the least potential for downside surprises. But sometimes you lose. And Personally, I HATE losing. But I also realize that consistent long-term outperformance speaks volumes.
Market volatility comes down to massive uncertainty, fear of the unknown, anxiety, changes to our daily norms, etc. On top of all this, when markets have little information and less visibility into the future, volatility may intensify.
In addition to taking steps within portfolios to limit the impact of such major macro risks, we will continue to seek out stocks we see individually and collectively has having the best possible risk/return characteristics.
COVID-19
Our plan continues to be to protect employees and continue business operations in all aspects of SGI. It augments existing preparedness and recovery planning and outlines technologies and strategies by which the impact of a virus upon the company and its employees may be mitigated.
We are ready to respond as necessary should the virus become more prevalent in the areas where we operate. Currently every SGI employee, where possible, has configured work environments at home with the necessary technology and connectivity required to work remotely, and has been successfully doing so since our last shareholder letter. Additionally, we will continue to monitor relevant information and to make appropriate adjustments where necessary.
5
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
The continual delivery of critical financial services is the focus and foundational basis of our strategic planning. We will continue to provide financial services to our customers at the highest service levels.
Everyone at SGI is 100% committed to doing everything we can to follow our quantitative and qualitative processes as designed. Again, if there is any doubt you have or any questions, please do not hesitate to reach out to me directly or to the team collectively.
Sincerely,
David Harden
Highlights
| ● | The SGI U.S. Small Cap Equity Fund I Shares returned -11.75% in the twelve months ended August 31, 2020. The fund underperformed its benchmark, the Russell 2000 Index, which increased 6.02%. |
| ● | The largest factor that hurt relative performance was weak stock selection in six of the eleven sectors. |
| ● | The fund’s underweight position in the Energy sector and the higher than average cash position benefitted relative performance. |
| ● | From a factor exposure standpoint, underweighting the volatility, trading activity, earnings variability, and leverage factors and slightly overweighting the value factor all hurt relative performance. |
INVESTMENT OBJECTIVE
The Fund seeks to outperform the Russell 2000 Index over a market cycle while reducing overall volatility.
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI U.S. Small Cap Equity Fund I Shares returned -11.75% in the twelve-month period ended August 31, 2020. The fund lagged its benchmark, the Russell 2000 Index, which gained 6.02%. Performance of other share classes will differ. Please see prospectus for details.
What factors influenced the fund’s performance?
The largest factor that hurt the fund relative performance was weak stock selection in six of the eleven sectors. In the Consumer Discretionary sector positions in Grand Canyon Education, Select Interior Concepts, and Johnson Outdoors, each cost the fund more than 0.70% of relative performance. In the Industrials sector holdings in FTI Consulting, ICF International, and Quanex Building Products each cost the fund more than 0.35% of relative performance. In the Health Care sector positions in Healthstream, Amphastar Pharmaceuticals, and Eagle Pharmaceuticals each cost the fund more than 0.70% of relative performance. In the Financial sector holdings in Exantas Capital, Western Asset Mortgage Capital, and Chimera Investment Corporation each cost the fund more than 0.40% of relative performance. In the Real Estate sector positions in Equity Commonwealth, Healthcare Realty Trust, and Kite Realty Trust each cost the fund
6
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
more than 0.20% of relative performance. Finally, in the Information Technology sector holdings in OSI Systems, Digi International, and NIC Incorporated each cost the fund more than 0.25% of relative performance. Collectively those worst performing holdings accounted for the vast majority of the fund’s relative underperformance.
Strong stock selection due to the fund’s holdings in Emergent Biosolutions, Simulations Plus, National General Holdings, Rent-A-Center, Logitech International, and Freshpet was a positive contributor to relative performance. Each of those positions increased more than 50% during the holding period.
In terms of sector allocation, the fund’s significant overweight position in the Utilities sector and significant underweighting in the Health Care and Consumer Discretionary sectors hurt relative performance the most. The fund’s underweight position in the Energy sector and the higher than average cash position benefitted relative performance.
From a factor exposure standpoint, underweighting the volatility, trading activity, earnings variability, and leverage factors and slightly overweighting the value factor all hurt relative performance. The Federal Reserve bank’s extraordinary financial market support actions beginning in late March including the purchasing of corporate and high-yield bonds fueled a “risk-on” rally significantly benefitting low quality, highly volatile companies in the small cap universe.
How is the fund positioned?
Overweight the Health Care and Information Technology sectors remain our largest allocations together accounting for 40% of the fund. The fund is also positioned significantly overweight traditionally defensive sectors Consumer Staples and Utilities. The fund is positioned underweight Consumer Discretionary, Financials, Industrials, and Real Estate sectors along with no exposure to the Energy sector.
What is portfolio management’s outlook?
The risks in the market today are clearly more challenging than those that existed at the end of 2019. The coronavirus pandemic caused a global recession accompanied by a spike in unemployment. While the stock market began to correct in late February and early March central banks and governments stepped in with massive stimulus and liquidity injections for both individuals and companies. These actions resulted in the largest and quickest stock market rally in history.
Current valuations are expensive relative to history and fundamentals. Without a vaccine nor an effective treatment for the coronavirus it seems improbable economic activity reaches previous peak levels. Some industries such as airlines, hotels, restaurants, theaters, sporting events, concerts and entertainment may take many years to recover. Other industries, although affected, have recovered by adjusting to the situation with work-at-home and social distancing solutions.
Additionally, the approaching U.S. election promises to be contentious increasing uncertainty and likely increasing market volatility. We expect that overvalued speculative stocks will mean revert, but timing is difficult. Underperforming factors such as value and low volatility will likely also mean revert and begin to outperform.
Despite these uncertainties, we remain cautiously optimistic because historically people, companies, and governments have successfully adapted to difficult exogenous circumstances and the global economies have returned to growth.
Over longer time horizons, we believe that our managed risk approach towards investing can provide favorable relative returns. As always, we maintain a disciplined adherence to our rigorous quantitative and fundamental investment process.
The views expressed reflect the opinions of Summit Global Investments as of the date of this report and are subject to change based on changes in market, economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
7
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
Fund holdings and sector allocations are subject to change and should not be considered recommendations to buy or sell any security. Please refer to the Portfolio of Investments in this report for a complete list of fund holdings.
The Russell 2000® Index consists of the smallest 2,000 companies in a group of 3,000 U.S. companies in the Russell 3000® Index, as ranked by market capitalization. It is not possible to invest directly in an index.
Mutual Fund investing involves risk. Principal loss is possible. Equity securities (stocks) are subject to market, economic, and business risks that will cause their price to rise or fall over time. The net asset value per share of the Fund will fluctuate as the value of the securities in the portfolio change and an investor may lose money. Although the Fund seeks lower volatility, there is no guarantee the Fund will perform as expected. Small-capitalization companies tend to have limited liquidity and greater price volatility than large-capitalization companies. Investing in other investment companies, including ETFs, may result in duplication of expenses, including advisory fees, in addition to the Fund’s own expenses and will be subject to the risks of the underlying investments.
Must be preceded or accompanied by a prospectus.
The Funds are distributed by Quasar Distributors, LLC.
8
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
SGI Global Equity Fund
I Share: SGLIX
Dear Shareholder:
Established in 2010, Summit Global Investments (SGI) is a specialized asset management firm. SGI’s strategies utilize a distinct quantitative process to analyze the market and select stocks SGI determines and believes provide the least amount of adverse surprises. SGI further incorporates fundamental analysis, examining each potential holding for idiosyncratic downside risks and environmental, social, and governance (“ESG”) characteristics. The goal is to invest in outstanding companies with the least potential for downside surprises.
To continue to manage risk effectively, SGI analyzes companies both fundamentally and quantitatively. But risk appears from various points where fundamentally and quantitatively fall short. For example, analyzing the spread of COVID-19 (coronavirus) seems allusive. And although the terror and panic which gripped the market and mindset of the world in March has dissipated, COVID-19 is still a very large driving force in day-to-day of Americans. Another example is Presidential election (though more structure than COVID-19 still seems to be a guess at best). The stock market volatility seems to act in correlation with uncertainty. The more uncertainty the higher the volatility. With the Presidential election around the corner, I suspect this relationship will continue.
SGI cannot foresee every bump or every cliff, let alone every turn of the market, but we feel more confident than before that the market is not trading on fundamentals alone. The market doesn’t seem to really care who you are (as a company), how well managed you are, or how much money (earnings) you have as a company. The big winners have been very large companies and growth companies. Growth stocks and large cap stocks have outperformed Value and small cap stocks year to day through the end of July, and not be a small margin. We are talking record territory separation. For example, year-to-date through August 31, 2020, the Russell 1000 Growth Index’s total return was up +30.46% versus the Russell 2000 Value Index’s total return being down -17.73%. That is a difference of over 48%.
SGI aims to be defensive in nature; however, we are also quite cognizant of the fact that having a portfolio of utilities, real estate investment trusts (“REITS”), and consumer staples still wouldn’t mitigate these massive macro risk, such as COVID-19, style risk and political risks. Going to really high cash levels makes little sense too, since we never know what tomorrow will bring.
I know everyone, especially clients, care about downside protection. At SGI we seek to invest in outstanding companies with the least potential for downside surprises. But sometimes you lose. And Personally, I HATE losing. But I also realize that consistent long-term outperformance speaks volumes.
Market volatility comes down to massive uncertainty, fear of the unknown, anxiety, changes to our daily norms, etc. On top of all this, when markets have little information and less visibility into the future, volatility may intensify.
In addition to taking steps within portfolios to limit the impact of such major macro risks, we will continue to seek out stocks we see individually and collectively has having the best possible risk/return characteristics.
COVID-19
Our plan continues to be to protect employees and continue business operations in all aspects of SGI. It augments existing preparedness and recovery planning and outlines technologies and strategies by which the impact of a virus upon the company and its employees may be mitigated.
We are ready to respond as necessary should the virus become more prevalent in the areas where we operate. Currently every SGI employee, where possible, has configured work environments at home with the necessary technology and connectivity required to work remotely, and has been successfully doing so since our last shareholder letter. Additionally, we will continue to monitor relevant information and to make appropriate adjustments where necessary.
9
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
The continual delivery of critical financial services is the focus and foundational basis of our strategic planning. We will continue to provide financial services to our customers at the highest service levels.
Everyone at SGI is 100% committed to doing everything we can to follow our quantitative and qualitative processes as designed. Again, if there is any doubt you have or any questions, please do not hesitate to reach out to me directly or to the team collectively.
Sincerely,
David Harden
Highlights
| ● | The SGI Global Equity Fund I Shares returned 4.53% in the twelve months ended August 31, 2020. The fund underperformed its benchmark, the MSCI ACWI 2000 Index, which increased 16.52%. |
| ● | The largest factor that hurt relative performance was weak stock selection in four of the eleven sectors. |
| ● | The fund’s significant overweight position in the Consumer Staples sector and significant underweighting in the Consumer Discretionary sector hurt relative performance the most. |
| ● | From a factor exposure standpoint, slightly underweighting the growth, momentum, and volatility factors all hurt relative performance. |
INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation.
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI Global Equity Fund I Shares returned 4.53% in the twelve-month period ended August 31, 2020. The fund lagged its benchmark, the MSCI ACWI Index, which gained 16.52%. Performance of other share classes will differ. Please see prospectus for details.
What factors influenced the fund’s performance?
The largest factor that hurt the fund relative performance was weak stock selection in four of the eleven sectors. In the Financial sector positions in Alleghany Corporation, ICICI Bank, and CBOE Global Markets each cost the fund more than 0.50% of relative performance. In the Information Technology sector holdings in Apple, Genpact, and Infosys each cost the fund more than 0.65% of relative performance. In the Communication Services sector positions in Telekomunik Indonesia, Orange, and Chunghwa Telecom each cost the fund more than 0.50% of relative performance. Finally, in the Health Care sector holdings in Medtronic, Quest Diagnostics, and Novartis each cost the fund more than 0.20% of relative performance. Collectively those worst performing holdings accounted for the vast majority of the fund’s relative underperformance.
10
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
Strong stock selection due to the fund’s holdings in Nice Limited, Clorox, Salesforce.com, Adobe, SAP, Taiwan Semiconductor, and Barrick Gold was a positive contributor to relative performance. Each of those positions increased more than 40% during the holding period.
In terms of sector allocation, the fund’s significant overweight position in the Consumer Staples sector and significant underweighting in the Consumer Discretionary sector hurt relative performance the most. The fund’s underweight position in the Financials, Industrials, and Energy sectors benefitted relative performance.
From a factor exposure standpoint, The Federal Reserve bank’s extraordinary financial market support actions beginning in late March including the purchasing of corporate and high-yield bonds fueled a “risk-on” rally significantly benefitting low quality, highly volatile companies.
How is the fund positioned?
The fund is positioned significantly underweight the Financials, Consumer Discretionary, and Industrials sectors. Overweight the Information Technology and Health Care sectors remain our largest allocations together accounting for 41% of the fund. The fund is also positioned significantly overweight traditionally defensive sector Consumer Staples. The fund is also positioned slightly overweight Communications Services and Utilities along with no exposure to the Energy sector.
What is portfolio management’s outlook?
The risks in the market today are clearly more challenging than those that existed at the end of 2019. The coronavirus pandemic caused a global recession accompanied by a spike in unemployment. While the stock market began to correct in late February and early March central banks and governments stepped in with massive stimulus and liquidity injections for both individuals and companies. These actions resulted in the largest and quickest stock market rally in history.
Current valuations are expensive relative to history and fundamentals. Without a vaccine nor an effective treatment for the coronavirus it seems improbable economic activity reaches previous peak levels. Some industries such as airlines, hotels, restaurants, theaters, sporting events, concerts and entertainment may take many years to recover. Other industries, although affected, have recovered by adjusting to the situation with work-at-home and social distancing solutions.
Additionally, the approaching U.S. election promises to be contentious increasing uncertainty and likely increasing market volatility. We expect that overvalued speculative stocks will mean revert, meaning that speculative stocks will revert, becoming cheaper or fall in price, but timing is difficult. Underperforming factors such as value and low volatility will likely also mean revert and begin to outperform.
Despite these uncertainties, we remain cautiously optimistic because historically people, companies, and governments have successfully adapted to difficult exogenous circumstances and the global economies have returned to growth.
Over longer time horizons, we believe that our managed risk approach towards investing can provide favorable relative returns. As always, we maintain a disciplined adherence to our rigorous quantitative and fundamental investment process.
The views expressed reflect the opinions of Summit Global Investments as of the date of this report and are subject to change based on changes in market, economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
Fund holdings and sector allocations are subject to change and should not be considered recommendations to buy or sell any security. Please refer to the Portfolio of Investments in this report for a complete list of fund holdings.
11
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
The MSCI ACWI Index captures large and mid cap representation across 23 Developed Markets (DM) and 26 Emerging Markets countries. With more than 2, 800 constituents, the index covers approximately 85% of the global investable equity opportunity set. It is not possible to invest directly in an index.
Mutual Fund investing involves risk. Principal loss is possible. Equity securities (stocks) are subject to market, economic, and business risks that will cause their price to rise or fall over time. The net asset value per share of the Fund will fluctuate as the value of the securities in the portfolio change and an investor may lose money. Although the Fund seeks lower volatility, there is no guarantee the Fund will perform as expected. Small-capitalization companies tend to have limited liquidity and greater price volatility than large-capitalization companies. Investing in other investment companies, including ETFs, may result in duplication of expenses, including advisory fees, in addition to the Fund’s own expenses and will be subject to the risks of the underlying investments.
Must be preceded or accompanied by a prospectus.
The Funds are distributed by Quasar Distributors, LLC.
12
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
SGI Conservative Fund (SGCIX)
SGI Prudent Growth Fund (SGPGX)
SGI Peak Growth Fund (SGPKX)
Dear Shareholder:
Established in 2010, Summit Global Investments (SGI) is a specialized asset management firm. SGI’s strategies utilize a distinct “Managed Risk Approach” ™ (MRA), which incorporates quantitative processes to analyze the market and select stocks SGI determines and believes provide the least amount of adverse surprises. SGI further incorporates fundamental analysis, examining each potential holding for idiosyncratic downside risks and environmental, social, and governance (“ESG”) characteristics. The goal is to invest in outstanding companies with the least potential for downside surprises.
Expanding SGI’s MRA to include asset allocation and strategy selection, SGI has unlocked a new market for advisors and individuals to access SGI’s Managed Risk Approach™. In June, 2020, SGI launched three new funds: the SGI Conservative Fund (Ticker: SGCIX), the SGI Prudent Growth Fund (Ticker: SGPGX) and the SGI Peak Growth Fund (Ticker: SGPKX) (each a “Fund” and together, the “Funds”).
We have been very pleased with the reception of our funds and investment philosophy. This is the next step in making our investment management more accessible to other channels, specifically the 401(k) market.
Each fund invests in securities of affiliated and unaffiliated open-end mutual funds and exchange-traded funds (“ETFs”) across six categories, with varying levels of risk. These three new funds are series of the The RBB Fund, Inc., whose lower cost and higher service levels allow SGI to focus on running portfolios and servicing clients.
To continue to manage risk effectively, SGI analyzes companies both fundamentally and quantitatively. But risk appears from various points that are difficult to account for with fundamental and quantitative analyses alone. For example, analyzing the spread of COVID-19 (coronavirus) seems allusive. And although some of the terror and panic which gripped the market and mindset of the world in March has dissipated, COVID-19 is still a very large driving force in the day-to-day lives of Americans. Another example is the forthcoming U.S. Presidential election (though it is a more structured occurrence than COVID-19, the outcome still seems to be a guess at best). Stock market volatility seems to act in correlation with uncertainty: the more uncertainty, the higher the stock market’s volatility. With the Presidential election around the corner, I suspect this relationship will continue.
SGI cannot foresee every bump or every cliff, let alone every turn, of the market, but we feel more confident than before that the market is not trading on fundamentals alone. The market doesn’t seem to really care who a company is, how well managed it is, or how much money (earnings) it has. The big market winners have been very large companies and growth companies. Growth stocks and large cap stocks have outperformed value and small cap stocks year-to-date through the end of July, and not by a small margin. We are talking about record separation. For example, year-to-date through August 31, 2020, the Russell 1000 Growth Index’s total return was up +30.46% versus the Russell 2000 Value Index’s total return being down -17.73%. That is a difference of over 48%.
SGI aims to be defensive in nature; however, we are also quite cognizant of the fact that having a portfolio of utilities, real estate investment trusts (“REITS”), and consumer staples still wouldn’t mitigate massive macro risks, such as COVID-19, investment style and political risks. Going to really high cash levels in our portfolios makes little sense too, since we never know what tomorrow will bring.
I know everyone, especially clients, cares about downside protection. At SGI we seek to invest in outstanding companies with the least potential for downside surprises. But sometimes you lose. And, personally, I HATE losing. But I also realize that consistent long-term outperformance speaks volumes.
Market volatility comes down to massive uncertainty, fear of the unknown, anxiety, changes to our daily norms, etc. On top of all this, when markets have little information and less visibility into the future, volatility may intensify.
13
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
In addition to taking steps within the portfolios to limit the impact of such major macro risks, we will continue to seek out stocks we believe, individually and collectively, have the best possible risk/return characteristics.
COVID-19
Our plan continues to be to protect employees and continue business operations in all aspects of SGI. It augments existing preparedness and recovery planning and outlines technologies and strategies by which the impact of a virus upon the company and its employees may be mitigated.
We are ready to respond as necessary should the virus become more prevalent in the areas where we operate. Currently, every SGI employee, where possible, has configured work environments at home with the necessary technology and connectivity required to work remotely, and has been successfully doing so since our last shareholder letter. Additionally, we will continue to monitor relevant information and to make appropriate adjustments where necessary.
The continual delivery of critical financial services is the focus and foundational basis of our strategic planning. We will continue to provide financial services to our customers at the highest service levels.
Everyone at SGI is 100% committed to doing everything we can to follow our quantitative and qualitative processes as designed. Again, if there is any doubt you have or any questions, please do not hesitate to reach out to me directly or to the team collectively.
Sincerely,
David Harden
Highlights
| ● | The SGI Conservative Fund returned 3.40% since its inception on June 8, 2020 through August 31, 2020. The fund outperformed its primary benchmark, the Bloomberg Barclays US Aggregate Bond Index, which increased 1.61% during the same period. The fund outperformed a composite benchmark, which is 25% the S&P 500 Index and 75% the Bloomberg Barclays US Aggregate Bond Index, which increased 3.39% during the same period. |
| ● | The SGI Prudent Growth Fund returned 6.00% since its inception on June 8, 2020 through August 31, 2020. The fund underperformed its primary benchmark, the S&P 500 Index, which increased 8.72% during the same period. The fund outperformed a composite benchmark, which is 60% the S&P 500 Index and 40% the Bloomberg Barclays US Aggregate Bond Index, which increased 5.88% during the same period. |
| ● | The SGI Peak Growth Fund returned 9.40% since its inception on June 8, 2020 through August 31, 2020. The fund outperformed its benchmark, the S&P 500 Index, which increased 8.72% during the same period. |
INVESTMENT OBJECTIVE
The SGI Conservative Fund seeks conservative capital appreciation. The SGI Prudent Growth Fund seeks long-term capital appreciation. The SGI Peak Growth Fund seeks capital appreciation. There can be no guarantee that the Funds will achieve their respective investment objectives.
14
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Continued)
August 31, 2020 (Unaudited)
FUND COMMENTARY
Stocks had favorable months in June, July and August. As such, the SGI Peak Growth Fund’s and SGI Prudent Growth Fund’s performance was helped due to their higher exposure to equities. Due to the SGI Conservative Fund having more exposure to bonds and cash than equities, the Fund’s price volatility was lower than the SGI Peak Growth Fund’s and SGI Prudent Growth Fund’s during the same period.
The largest factor that hurt each Fund’s relative performance during the period was the underweight to S&P 500® Index stocks, such as Apple and Microsoft. These very large market capitalization companies returned +55% and +20% from June 8, 2020 through August 31, 2020, respectively.
Although the Information Technology sector was the largest equity sector exposure across each Fund, it was still underweight as compared to the S&P 500® Index. This underweight position hurt performance.
Across each Fund, the large overweight position to the Consumer Staples sector also detracted from relative performance because the sector underperformed the S&P 500® Index. Each Fund’s significant underweight position in the poorly performing Energy sector benefitted relative performance. Oil prices fell as the global recession reduced demand. The Organization of Petroleum Exporting Countries (OPEC) finally instituted some production cuts, stabilizing prices.
Lack of exposure to the largest market cap companies was the single most important factor to limiting each Fund’s performance.
MANAGEMENT’S OUTLOOK
The risks in the market today are clearly more challenging than those that existed at the end of 2019. The coronavirus pandemic caused a global recession accompanied by a spike in unemployment. While the stock market began to correct in late February and early March, central banks and governments stepped in with massive stimulus and liquidity injections for both individuals and companies. These actions resulted in the largest and quickest stock market rally in history.
Current valuations are expensive relative to history and fundamentals. Without a vaccine nor an effective treatment for COVID-19, it seems improbable that economic activity will reach previous peak levels. Some industries, such as airlines, hotels, restaurants, theaters, sporting events, concerts and entertainment may take many years to recover. Other industries, although affected, have recovered by adjusting to the situation with work-at-home and social distancing solutions.
Additionally, the approaching U.S. election promises to be contentious, increasing uncertainty and likely increasing market volatility. We expect that overvalued speculative stocks will mean revert, but timing is difficult to predict. We also expect that underperforming factors, such as value and low volatility, will likely also mean revert and begin to outperform.
Despite these uncertainties, we remain cautiously optimistic because, historically, people, companies, and governments have successfully adapted to difficult exogenous circumstances and the global economies have returned to growth.
Over longer time horizons, we believe that our managed risk approach towards investing can provide favorable relative returns. As always, we maintain a disciplined adherence to our rigorous quantitative and fundamental investment process.
The views expressed reflect the opinions of Summit Global Investments as of the date of this report and are subject to change based on changes in market, economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
Fund holdings and sector allocations are subject to change and should not be considered recommendations to buy or sell any security. Please refer to the Portfolio of Investments in this report for a complete list of fund holdings.
15
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (Concluded)
August 31, 2020 (Unaudited)
The S&P 500® Index is a broad-based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general.
The Bloomberg Barclays US Aggregate Bond Index is a broad-based, market capitalization-weighted bond market index representing intermediate term investment grade bonds traded in the United States.
It is not possible to invest directly in an index.
Mutual Fund investing involves risk. Principal loss is possible. Equity securities (stocks) are subject to market, economic, and business risks that will cause their price to rise or fall over time. The net asset value per share of each Fund will fluctuate as the value of the securities in the Fund’s portfolio change and an investor may lose money. There is no guarantee a Fund will perform as expected. Investing in other investment companies, including ETFs, may result in duplication of expenses, including advisory fees, in addition to a Fund’s own expenses and will be subject to the risks of the underlying investments. The stocks of small- and mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger companies. Investments in debt securities typically decrease in value when interest rates rise. The risk is usually greater for longer-term debt securities. Although the Funds seek lower volatility, there is no guarantee the Funds will perform as expected. The Funds may invest in foreign securities which involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater in emerging markets. To the extent the Funds invest in Underlying Funds that focus their investments in a particular industry or sector, the Fund’s shares may be more volatile and fluctuate more than shares of a fund investing in a broader range of securities. The Funds are new with no operating history and there can be no assurance that the Funds will grow to or maintain an economically viable size, in which case the Board may determine to liquidate the Funds.
Must be preceded or accompanied by a prospectus.
The Funds are distributed by Quasar Distributors, LLC.
16
SGI U.S. LARGE CAP EQUITY FUND - CLASS I SHARES
Performance Data
August 31, 2020 (Unaudited)
Comparison of Change in Value of $1,000,000 Investment in SGI U.S. Large Cap Equity Fund - Class I Shares
vs. S&P 500® Index
This chart assumes a hypothetical $1,000,000 initial investment in the Fund’s Class I Shares made on February 29, 2012 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class I Shares | 10.10% | 13.35% | 12.33% | 12.21% | |
S&P 500® Index(2) | 21.94% | 14.52% | 14.46% | 14.04% | |
(1) | Class I Shares of the Fund commenced operations on February 29, 2012. |
(2) | Benchmark performance is from inception date of the Class I Shares only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual operating expenses, as stated in the current prospectus dated February 28, 2020, is 0.93% of average daily net assets for Class I Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through February 28, 2021 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 0.98% of the Fund’s average daily net assets attributable to Class I Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 0.98%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. The contractual limitation may not be terminated before February 28, 2021 without the approval of the Board of Directors of The RBB Fund, Inc. If at any time the Fund’s total annual Fund operating expenses for a year are less than 0.98% of the Fund’s average daily net assets attributable to Class I Shares, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
17
SGI U.S. LARGE CAP EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Standard & Poor’s 500® Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.
18
SGI U.S. LARGE CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in SGI U.S. Large Cap Equity Fund - Class A Shares
vs. S&P 500® Index
This chart assumes a hypothetical $10,000 initial investment, adjusted for the Class A Shares maximum sales charge of 5.25% to a net initial investment of $9,475, in the Fund’s Class A Shares made on October 29, 2015 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020 | |
| One Year | Three Years | Since Inception(1) | |
Class A Shares (without sales charge) | 9.78% | 13.07% | 11.01% | |
Class A Shares (with sales charge) | 4.04% | 11.06% | 9.79% | |
S&P 500® Index(2) | 21.94% | 14.52% | 13.54% | |
(1) | Class A Shares of the Fund commenced operations on October 29, 2015. |
(2) | Benchmark performance is from inception date of the Class A Shares only and is not the inception date of the benchmark itself. |
Class A Shares of the Fund have a 5.25% maximum sales charge.
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual operating expenses, as stated in the current prospectus dated February 28, 2020, is 1.18% of average daily net assets for Class A Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through February 28, 2021 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 1.23% of the Fund’s average daily net assets attributable to Class A Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse certain expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.23%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. The contractual limitation may not be terminated before February 28, 2021 without the approval of the Board of Directors of The RBB Fund, Inc. If at any time the Fund’s total annual Fund operating expenses for a year are less than 1.23% of the Fund’s average daily net assets attributable to Class A Shares, the Adviser is entitled to reimbursement by the Fund of the
19
SGI U.S. LARGE CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
August 31, 2020 (Unaudited)
advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Standard & Poor’s 500® Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.
20
SGI U.S. LARGE CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in SGI U.S. Large Cap Equity Fund - Class C Shares
vs. S&P 500® Index
This chart assumes a hypothetical $10,000 initial investment in the Fund’s Class C Shares made on December 31, 2015 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020 | |
| One Year | Three Years | Since Inception(1) | |
Class C Shares | 9.47% | 12.40% | 10.90% | |
S&P 500® Index(2) | 21.94% | 14.52% | 14.50% | |
(1) | Class C Shares of the Fund commenced operations on December 31, 2015. |
(2) | Benchmark performance is from inception date of the Class C Shares only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual operating expenses, as stated in the current prospectus dated February 28, 2020, is 1.93% of average daily net assets for Class C Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through February 28, 2021 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 1.98% of the Fund’s average daily net assets attributable to Class C Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.98%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. The contractual limitation may not be terminated before February 28, 2021 without the approval of the Board of Directors of The RBB Fund, Inc. If at any time the Fund’s total annual Fund operating expenses for a year are less than 1.98% of the Fund’s average daily net assets attributable to Class C Shares, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
21
SGI U.S. LARGE CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Standard & Poor’s 500® Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.
22
SGI U.S. SMALL CAP EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $1,000,000 Investment in SGI U.S. Small Cap Equity Fund - Class I Shares
vs. Russell 2000® Index
This chart assumes a hypothetical $1,000,000 initial investment in the Fund’s Class I Shares made on March 31, 2016 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell 2000® Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020 | |
| One Year | Three Years | Since Inception(1) | |
Class I Shares | -11.75% | -1.88% | 3.72% | |
Russell 2000® Index(2) | 6.02% | 5.03% | 9.45% | |
(1) | Class I Shares of the Fund commenced operations on March 31, 2016. |
(2) | Benchmark performance is from inception date of the Class I Shares only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated February 28, 2020, are 1.92% and 1.75%, respectively, of average daily net assets for Class I Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through February 28, 2021 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 1.23% of the Fund’s average daily net assets attributable to Class I Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.23%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation may not be terminated before February 28, 2021 without the approval of the Board of Directors of The RBB Fund, Inc. If at any time the Fund’s total annual Fund operating expenses for a year are less than 1.23% of the Fund’s average daily net assets attributable to Class I Shares, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
23
SGI U.S. SMALL CAP EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Russell 2000® Index (“Russell 2000®”). The Russell 2000® is a widely recognized, unmanaged index of 2,000 common stocks which are generally representative of the U.S. Small Companies. It is impossible to invest directly in an index.
The Fund invests in equity securities and in stocks of small companies which are subject to market, economic and business risks that may cause their price to rise or fall over time. Stocks of small companies may be more volatile, less liquid or not as readily marketable as those of larger companies. Small companies may also have limited product lines, markets or financial resources and may be dependent on relatively small or inexperienced management groups. Although the Fund seeks lower volatility, there is no guarantee the Fund will perform as expected.
24
SGI U.S. SMALL CAP EQUITY FUND - CLASS A SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in SGI U.S. Small Cap Equity Fund - Class A Shares
vs. Russell 2000® Index
This chart assumes a hypothetical $10,000 initial investment in the Fund’s Class A Shares made on March 31, 2016 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell 2000® Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020 | |
| One Year | Three Years | Since Inception(1) | |
Class A Shares (without sales charge) | -11.95% | -2.11% | 3.50% | |
Class A Shares (with sales charge) | -16.54% | -3.87% | 2.26% | |
Russell 2000® Index(2) | 6.02% | 5.03% | 9.45% | |
(1) | Class A Shares of the Fund commenced operations on March 31, 2016. |
(2) | Benchmark performance is from inception date of the Class A Shares only and is not the inception date of the benchmark itself. |
Class A Shares of the Fund have a 5.25% maximum sales charge.
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated February 28, 2020, are 2.17% and 2.00%, respectively, of average daily net assets for Class A Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through February 28, 2021 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 1.48% of the Fund’s average daily net assets attributable to Class A Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 1.48%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation may not be terminated before February 28, 2021 without the approval of the Board of Directors of The RBB Fund, Inc. If at any time the Fund’s total annual Fund operating expenses for a year are less than 1.48% of the Fund’s average daily net assets attributable to Class A Shares, the Adviser is entitled to
25
SGI U.S. SMALL CAP EQUITY FUND - CLASS A SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Russell 2000® Index (“Russell 2000®”). The Russell 2000® is a widely recognized, unmanaged index of 2,000 common stocks which are generally representative of the U.S. Small Companies. It is impossible to invest directly in an index.
The Fund invests in equity securities and in stocks of small companies which are subject to market, economic and business risks that may cause their price to rise or fall over time. Stocks of small companies may be more volatile, less liquid or not as readily marketable as those of larger companies. Small companies may also have limited product lines, markets or financial resources and may be dependent on relatively small or inexperienced management groups. Although the Fund seeks lower volatility, there is no guarantee the Fund will perform as expected.
26
SGI U.S. SMALL CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in SGI U.S. Small Cap Equity Fund - Class C Shares
vs. Russell 2000® Index
This chart assumes a hypothetical $10,000 initial investment in the Fund’s Class C Shares made on March 31, 2016 (commencement of operations) and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Russell 2000® Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020 | |
| One Year | Three Years | Since Inception(1) | |
Class C Shares | -12.57% | -2.83% | 2.72% | |
Russell 2000® Index(2) | 6.02% | 5.03% | 9.45% | |
(1) | Class C Shares of the Fund commenced operations on March 31, 2016. |
(2) | Benchmark performance is from inception date of the Class C Shares only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated February 28, 2020, are 2.92% and 2.75%, respectively, of average daily net assets for Class C Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse expenses through February 28, 2021 to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed 2.23% of the Fund’s average daily net assets attributable to Class C Shares. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause net total annual Fund operating expenses to exceed 2.23%: acquired fund fees and expenses, brokerage commissions, extraordinary items, interest or taxes. This contractual limitation may not be terminated before February 28, 2021 without the approval of the Board of Directors of The RBB Fund, Inc. If at any time the Fund’s total annual Fund operating expenses for a year are less than 2.23% of the Fund’s average daily net assets attributable to Class C Shares, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
27
SGI U.S. SMALL CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
The Fund’s investments will generally consist of securities, which may include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Portfolio composition is subject to change. The Fund evaluates performance as compared to that of the Russell 2000® Index (“Russell 2000®”). The Russell 2000® is a widely recognized, unmanaged index of 2,000 common stocks which are generally representative of the U.S. Small Companies. It is impossible to invest directly in an index.
The Fund invests in equity securities and in stocks of small companies which are subject to market, economic and business risks that may cause their price to rise or fall over time. Stocks of small companies may be more volatile, less liquid or not as readily marketable as those of larger companies. Small companies may also have limited product lines, markets or financial resources and may be dependent on relatively small or inexperienced management groups. Although the Fund seeks lower volatility, there is no guarantee the Fund will perform as expected.
28
SGI GLOBAL EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $1,000,000 Investment in SGI Global Equity Fund - Class I Shares
vs. MSCI ACWI Index
This chart assumes a hypothetical $1,000,000 minimum initial investment, in the Fund’s Class I Shares made on August 31, 2010 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the MSCI ACWI Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020(1) | |
| One Year | Five Years | Ten Years | Since Inception | |
Class I Shares(2) | 4.53% | 5.58% | 12.53% | 15.54% | |
MSCI ACWI Index(3) | 16.52% | 10.21% | 9.90% | 12.05% | |
(1) | Returns for periods prior to January 3, 2017 were generated under the management of the Fund’s former investment adviser and reflect a previous investment strategy. |
(2) | The Fund operated as a series of Scotia Institutional Funds prior to the close of business on March 21, 2014 (the “Predecessor Fund”), at which time the Predecessor Fund was reorganized into the Scotia Dynamic U.S. Growth Fund, a newly created series of The RBB Fund, Inc. The fiscal year end of the Predecessor Fund was September 30. The performance shown for periods prior to March 21, 2014 represents the performance for the Predecessor Fund. While the Predecessor Fund commenced operations on March 31, 2009, the Predecessor Fund began investing consistent with its investment objective on April 1, 2009. Effective January 3, 2017, the Scotia Dynamic U.S. Growth Fund changed its name to the Summit Global Investments Global Low Volatility Fund (the “Fund”). |
(3) | Benchmark performance is from inception date of the Predecessor Fund only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated February 28, 2020, are 1.11% and 0.84%, respectively, of average daily net assets for Class I Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse certain expenses of the Fund through February 28, 2021 to the extent necessary to ensure that
29
SGI GLOBAL EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
the Fund’s total annual operating expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) do not exceed 0.84% (on an annual basis) of Class I’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until February 28, 2021, unless the Board of Directors of The RBB Fund, Inc. approves its earlier termination. If at any time the Fund’s total annual Fund operating expenses for a year are less than 0.84% of the Fund’s average daily net assets attributable to Class I Shares, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
International investing is subject to special risks including, but not limited to, currency risk associated with securities denominated in other than the U.S. dollar, which may be affected by fluctuations in currency exchange rates, political, social or economic instability, and differences in taxation, auditing, and other financial practices.
The MSCI ACWI Index (the “Index”) captures large and mid cap representation across 23 Developed Markets (DM) and 24 Emerging Markets (EM) countries. With more than 2,700 constituents, the index covers approximately 85% of the global investable equity opportunity set. It is not possible to invest directly with an index.
30
SGI CONSERVATIVE FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in SGI Conservative Fund - Class I Shares
vs. Bloomberg Barclays US Aggregate and Composite Index
This chart assumes a hypothetical $10,000 minimum initial investment, in the Fund’s Class I Shares made on June 8, 2020 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the Bloomberg Barclays US Aggregate Index and Composite Index are unmanaged, do not incur expenses and are not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020 | |
| Since Inception | |
Class I Shares | 3.40%(1)(2) | |
Bloomberg Barclays US Aggregate Index(3) | 1.61% | |
Composite Index(4) | 3.39% | |
(1) | Inception date of the Fund is June 8, 2020. |
(3) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
(4) | The Composite Index is comprised of the Bloomberg Barclays US Aggregate Bond Index and S&P 500® Index, weighted 75% and 25%, respectively. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual operating expenses, as stated in the current prospectus dated June 8, 2020, is 1.50% of average daily net assets for Class I Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse certain expenses of the Fund through December 31, 2021 to the extent necessary to ensure that the Fund’s total annual operating expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) do not exceed 1.70% (on an annual basis) of Class I’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until December 31, 2021, unless the Board of Directors of The RBB Fund, Inc. approves its earlier termination. If at any time the Fund’s total annual Fund operating expenses for a year are less than 1.70% of the Fund’s average daily net assets attributable to Class I Shares, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
31
SGI PRUDENT GROWTH FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in SGI Prudent Growth Fund - Class I Shares
vs. S&P 500® Index and Composite Index
This chart assumes a hypothetical $10,000 minimum initial investment, in the Fund’s Class I Shares made on June 8, 2020 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Index and Composite Index are unmanaged, do not incur expenses and are not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020 | |
| Since Inception | |
Class I Shares | 6.00%(1)(2) | |
S&P 500® Index(3) | 8.72% | |
Composite Index(4) | 5.88% | |
(1) | Inception date of the Fund is June 8, 2020. |
(3) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
(4) | The Composite Index is comprised of the S&P 500® Index and Bloomberg Barclays US Aggregate Bond Index, weighted 60% and 40%, respectively. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual operating expenses, as stated in the current prospectus dated June 8, 2020, is 1.75% of average daily net assets for Class I Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse certain expenses of the Fund through December 31, 2021 to the extent necessary to ensure that the Fund’s total annual operating expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) do not exceed 1.70% (on an annual basis) of Class I’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until December 31, 2021, unless the Board of Directors of The RBB Fund, Inc. approves its earlier termination. If at any time the Fund’s total annual Fund operating expenses for a year are less than 1.70% of the Fund’s average daily net assets attributable to Class I Shares, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
32
SGI PEAK GROWTH FUND - CLASS I SHARES
Performance Data (Continued)
August 31, 2020 (Unaudited)
Comparison of Change in Value of $10,000 Investment in SGI Peak Growth Fund - Class I Shares
vs. S&P 500® Index
This chart assumes a hypothetical $10,000 minimum initial investment, in the Fund’s Class I Shares made on June 8, 2020 and reflects Fund expenses. Investors should note that the Fund is an actively managed mutual fund while the S&P 500® Index is unmanaged, does not incur expenses and is not available for investment.
Average Annual Total Returns for the periods ended August 31, 2020 | |
| Since Inception | |
Class I Shares | 9.40%(1)(2) | |
S&P 500® Index(3) | 8.72% | |
(1) | Inception date of the Fund is June 8, 2020. |
(3) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
Performance quoted is past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance data current to the most recent month-end may be obtained by calling 1-855-744-8500.
The Fund’s total annual operating expenses, as stated in the current prospectus dated June 8, 2020, is 2.00% of average daily net assets for Class I Shares. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. The Fund’s investment adviser (the “Adviser”) has contractually agreed to waive management fees and/or reimburse certain expenses of the Fund through December 31, 2021 to the extent necessary to ensure that the Fund’s total annual operating expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) do not exceed 1.70% (on an annual basis) of Class I’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until December 31, 2021, unless the Board of Directors of The RBB Fund, Inc. approves its earlier termination. If at any time the Fund’s total annual Fund operating expenses for a year are less than 1.70% of the Fund’s average daily net assets attributable to Class I Shares, the Adviser is entitled to reimbursement by the Fund of the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such reimbursement does not cause the Fund to exceed expense limitations that were in effect at the time of the waiver or reimbursement.
33
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples
August 31, 2020 (Unaudited)
As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments (if applicable); and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2020 through August 31, 2020 and held for the entire period. For SGI Conservative Fund, SGI Prudent Growth, SGI Peak Growth Fund, the actual values and expenses are based on the 85-day period from the Funds’ inception on June 8, 2020 through August 31, 2020.
Actual Expenses
The first line of the accompanying tables provide information about actual account values and actual expenses. You may use the information in this line, 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 first line 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 second section of the accompanying tables provide information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
The expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the second section of the accompanying tables 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.
| SGI U.S. Large Cap Equity Fund |
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,122.30 | $ 4.64 | 0.87% | 12.23% |
Class A Shares | 1,000.00 | 1,120.70 | 5.97 | 1.12 | 12.07 |
Class C Shares | 1,000.00 | 1,121.50 | 9.97 | 1.87 | 12.15 |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,020.76 | $ 4.42 | 0.87% | N/A |
Class A Shares | 1,000.00 | 1,019.51 | 5.69 | 1.12 | N/A |
Class C Shares | 1,000.00 | 1,015.74 | 9.48 | 1.87 | N/A |
34
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples (CONTINUED)
August 31, 2020 (Unaudited)
| SGI U.S. Small Cap Equity Fund |
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 930.40 | $ 5.97 | 1.23% | -6.96% |
Class A Shares | 1,000.00 | 929.40 | 7.18 | 1.48 | -7.06 |
Class C Shares | 1,000.00 | 925.90 | 10.80 | 2.23 | -7.41 |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,018.95 | $ 6.24 | 1.23% | N/A |
Class A Shares | 1,000.00 | 1,017.70 | 7.51 | 1.48 | N/A |
Class C Shares | 1,000.00 | 1,013.93 | 11.29 | 2.23 | N/A |
| SGI Global Equity Fund |
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,063.60 | $ 4.36 | 0.84% | 6.36% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,020.91 | $ 4.27 | 0.84 | N/A |
| SGI Conservative Fund |
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period (2) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,034.00 | $ 2.50 | 1.07% | 3.40% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,019.76 | $ 5.43 | 1.07% | N/A |
35
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples (Concluded)
August 31, 2020 (Unaudited)
| SGI Prudent Fund |
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period (2) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,060.00 | $ 2.95 | 1.25% | 6.00% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,018.85 | $ 6.34 | 1.25% | N/A |
| SGI Peak Growth Fund |
| Beginning Account Value March 1, 2020 | Ending Account Value August 31, 2020 | Expenses Paid During Period (2) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,094.00 | $ 3.56 | 1.48% | 9.40% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,017.70 | $ 7.51 | 1.48% | N/A |
(1) | Expenses are equal to each Fund’s annualized six-month expense ratio for the period March 1, 2020 to August 31, 2020,multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. Each Fund’s ending account values on the first line in the tables is based on the actual six-month total investment return for each Fund. |
(2) | Hypothetical expenses are equal to each Fund’s annualized six-month expense ratio for the period March 1, 2020 to August 31, 2020,multiplied by the average account value over the period, multiplied by the number of days (184) in the most recent fiscal half-year, then divided by 366 to reflect the one half year period. The actual dollar amounts shown are expenses paid during the period for the Fund and multiplied by 84-days, which is based on the date of inception (June 8, 2020). Each Fund’s ending account values on the first line in the tables is based on the actual total investment return for each Fund since inception. |
36
SGI U.S. LARGE CAP EQUITY FUND
Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % OF Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Software | | | 22.4 | % | | $ | 130,472,211 | |
Internet | | | 11.6 | | | | 67,839,698 | |
Retail | | | 8.5 | | | | 49,814,898 | |
Pharmaceuticals | | | 5.3 | | | | 31,066,371 | |
Healthcare-Products | | | 4.8 | | | | 27,863,102 | |
Computers | | | 4.3 | | | | 25,305,924 | |
Healthcare-Services | | | 4.3 | | | | 24,879,105 | |
Telecommunications | | | 4.1 | | | | 23,686,979 | |
Household Products & Wares | | | 3.7 | | | | 21,332,808 | |
Commercial Services | | | 3.4 | | | | 19,834,351 | |
Food | | | 3.2 | | | | 18,660,940 | |
Environmental Control | | | 3.0 | | | | 17,510,400 | |
Media | | | 2.9 | | | | 16,683,031 | |
Home Builders | | | 2.4 | | | | 13,755,522 | |
Diversified Financial Services | | | 2.1 | | | | 12,061,206 | |
Transportation | | | 1.8 | | | | 10,726,353 | |
Biotechnology | | | 1.7 | | | | 9,811,396 | |
Home Furnishings | | | 1.6 | | | | 9,436,735 | |
REITs | | | 1.3 | | | | 7,351,552 | |
Cosmetics & Personal Care | | | 1.1 | | | | 6,602,358 | |
Semiconductors | | | 1.0 | | | | 5,722,990 | |
Aerospace/Defense | | | 0.5 | | | | 2,747,248 | |
Insurance | | | 0.4 | | | | 2,454,948 | |
Electronics | | | 0.4 | | | | 2,381,764 | |
Water | | | 0.4 | | | | 2,346,244 | |
Electric | | | 0.4 | | | | 2,278,890 | |
Distribution & Wholesale | | | 0.2 | | | | 1,275,246 | |
Office & Business Equipment | | | 0.2 | | | | 1,260,732 | |
Beverages | | | 0.2 | | | | 1,114,425 | |
SHORT-TERM INVESTMENTS | | | 2.9 | | | | 16,954,809 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | -0.1 | | | | (382,177 | ) |
NET ASSETS | | | 100 | % | | $ | 582,850,059 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
37
SGI U.S. LARGE CAP EQUITY FUND
Portfolio of Investments
August 31, 2020
| | Number of Shares | | | Value | |
COMMON STOCKS - 97.2% |
Aerospace/Defense — 0.5% |
L3Harris Technologies, Inc. | | | 15,200 | | | $ | 2,747,248 | |
Beverages — 0.2% |
Coca-Cola Co., (The) | | | 22,500 | | | | 1,114,425 | |
Biotechnology — 1.7% |
Biogen, Inc.* | | | 4,200 | | | | 1,208,088 | |
Exelixis, Inc.* | | | 128,600 | | | | 2,857,492 | |
Illumina, Inc.* | | | 3,300 | | | | 1,178,826 | |
Incyte Corp.* | | | 47,400 | | | | 4,566,990 | |
| | | | | | | 9,811,396 | |
Commercial Services — 3.4% |
MarketAxess Holdings, Inc. | | | 3,100 | | | | 1,506,414 | |
S&P Global, Inc. | | | 46,300 | | | | 16,965,246 | |
Verisk Analytics, Inc. | | | 7,300 | | | | 1,362,691 | |
| | | | | | | 19,834,351 | |
Computers — 4.3% |
Accenture PLC, Class A, (Ireland) | | | 27,400 | | | | 6,574,082 | |
Amdocs Ltd. | | | 17,800 | | | | 1,089,894 | |
Apple, Inc. | | | 104,800 | | | | 13,523,392 | |
Fortinet, Inc.* | | | 31,200 | | | | 4,118,556 | |
| | | | | | | 25,305,924 | |
Cosmetics & Personal Care — 1.1% |
Colgate-Palmolive Co. | | | 83,300 | | | | 6,602,358 | |
Distribution & Wholesale — 0.2% |
Fastenal Co. | | | 26,100 | | | | 1,275,246 | |
Diversified Financial Services — 2.1% |
Cboe Global Markets, Inc. | | | 131,400 | | | | 12,061,206 | |
Electric — 0.4% |
Alliant Energy Corp. | | | 21,300 | | | | 1,153,395 | |
Xcel Energy, Inc. | | | 16,200 | | | | 1,125,495 | |
| | | | | | | 2,278,890 | |
Electronics — 0.4% |
Keysight Technologies, Inc.* | | | 10,300 | | | | 1,014,756 | |
Roper Technologies, Inc. | | | 3,200 | | | | 1,367,008 | |
| | | | | | | 2,381,764 | |
Environmental Control — 3.0% |
Republic Services, Inc. | | | 90,000 | | | | 8,344,800 | |
Waste Management, Inc. | | | 80,400 | | | | 9,165,600 | |
| | | | | | | 17,510,400 | |
Food — 3.2% |
Flowers Foods, Inc. | | | 429,800 | | | | 10,512,908 | |
Hershey Co., (The) | | | 25,700 | | | | 3,820,048 | |
Kroger Co., (The) | | | 121,300 | | | | 4,327,984 | |
| | | | | | | 18,660,940 | |
Healthcare-Products — 4.8% |
Cooper Cos Inc., (The) | | | 3,900 | | | $ | 1,226,082 | |
IDEXX Laboratories, Inc.* | | | 49,800 | | | | 19,474,788 | |
Intuitive Surgical, Inc.* | | | 9,800 | | | | 7,162,232 | |
| | | | | | | 27,863,102 | |
Healthcare-Services — 4.3% |
Anthem, Inc. | | | 9,100 | | | | 2,561,832 | |
Chemed Corp. | | | 28,200 | | | | 14,582,502 | |
Teladoc Health, Inc.* | | | 13,400 | | | | 2,890,246 | |
UnitedHealth Group, Inc. | | | 15,500 | | | | 4,844,525 | |
| | | | | | | 24,879,105 | |
Home Builders — 2.4% |
NVR, Inc.* | | | 3,300 | | | | 13,755,522 | |
Home Furnishings — 1.6% |
Dolby Laboratories Inc., Class A | | | 135,100 | | | | 9,436,735 | |
Household Products & Wares — 3.7% |
Church & Dwight Co., Inc. | | | 14,000 | | | | 1,341,620 | |
Clorox Co., (The) | | | 55,000 | | | | 12,292,500 | |
Kimberly-Clark Corp. | | | 48,800 | | | | 7,698,688 | |
| | | | | | | 21,332,808 | |
Insurance — 0.4% |
Arthur J Gallagher & Co. | | | 11,400 | | | | 1,200,420 | |
Progressive Corp., (The) | | | 13,200 | | | | 1,254,528 | |
| | | | | | | 2,454,948 | |
Internet — 11.6% |
Alphabet, Inc., Class A* | | | 6,400 | | | | 10,428,992 | |
Amazon.com, Inc.* | | | 7,400 | | | | 25,537,104 | |
CDW Corp. | | | 9,600 | | | | 1,091,040 | |
F5 Networks, Inc.* | | | 121,000 | | | | 16,011,930 | |
Facebook, Inc., Class A* | | | 4,700 | | | | 1,378,040 | |
GoDaddy, Inc., Class A* | | | 39,400 | | | | 3,296,992 | |
VeriSign, Inc.* | | | 47,000 | | | | 10,095,600 | |
| | | | | | | 67,839,698 | |
Media — 2.9% |
Charter Communications, Inc., Class A* | | | 27,100 | | | | 16,683,031 | |
Office & Business Equipment — 0.2% |
Zebra Technologies Corp., Class A* | | | 4,400 | | | | 1,260,732 | |
Pharmaceuticals — 5.3% |
AbbVie, Inc. | | | 12,900 | | | | 1,235,433 | |
Bristol-Myers Squibb Co. | | | 17,900 | | | | 1,113,380 | |
Eli Lilly & Co. | | | 32,900 | | | | 4,882,031 | |
Merck & Co., Inc. | | | 133,100 | | | | 11,349,437 | |
Pfizer, Inc. | | | 33,000 | | | | 1,247,070 | |
Zoetis, Inc. | | | 70,200 | | | | 11,239,020 | |
| | | | | | | 31,066,371 | |
The accompanying notes are an integral part of the financial statements.
38
SGI U.S. LARGE CAP EQUITY FUND
Portfolio of Investments (CONCLUDED)
August 31, 2020
| | Number of Shares | | | Value | |
REITs — 1.3% |
Public Storage | | | 29,100 | | | $ | 6,180,840 | |
Rexford Industrial Realty, Inc. | | | 24,400 | | | | 1,170,712 | |
| | | | | | | 7,351,552 | |
Retail — 8.5% |
Costco Wholesale Corp. | | | 18,700 | | | | 6,501,242 | |
Dollar General Corp. | | | 88,400 | | | | 17,846,192 | |
Target Corp. | | | 29,400 | | | | 4,445,574 | |
Wal-Mart Stores, Inc. | | | 151,400 | | | | 21,021,890 | |
| | | | | | | 49,814,898 | |
Semiconductors — 1.0% |
Texas Instruments, Inc. | | | 32,200 | | | | 4,577,230 | |
Xilinx, Inc. | | | 11,000 | | | | 1,145,760 | |
| | | | | | | 5,722,990 | |
Software — 22.4% |
Adobe Systems, Inc.* | | | 37,700 | | | | 19,354,803 | |
Akamai Technologies, Inc.* | | | 36,700 | | | | 4,272,981 | |
Cadence Design Systems, Inc.* | | | 55,400 | | | | 6,144,414 | |
Cerner Corp. | | | 104,400 | | | | 7,659,828 | |
Dropbox, Inc., Class A* | | | 50,300 | | | | 1,064,851 | |
Electronic Arts, Inc.* | | | 17,900 | | | | 2,496,513 | |
Fiserv, Inc.* | | | 65,200 | | | | 6,492,616 | |
Five9, Inc.* | | | 8,800 | | | | 1,121,472 | |
Intuit, Inc. | | | 63,300 | | | | 21,863,187 | |
Jack Henry & Associates, Inc. | | | 77,100 | | | | 12,753,882 | |
Microsoft Corp. | | | 82,900 | | | | 18,696,437 | |
Paycom Software, Inc.* | | | 9,600 | | | | 2,874,816 | |
Salesforce.com, Inc.* | | | 6,800 | | | | 1,854,020 | |
ServiceNow, Inc.* | | | 3,500 | | | | 1,687,070 | |
Synopsys, Inc.* | | | 6,500 | | | | 1,438,450 | |
Take-Two Interactive Software, Inc.* | | | 120,900 | | | | 20,696,871 | |
| | | | | | | 130,472,211 | |
Telecommunications — 4.1% |
Cisco Systems, Inc. | | | 136,900 | | | $ | 5,779,918 | |
Motorola Solutions, Inc. | | | 6,500 | | | | 1,005,875 | |
T-Mobile US, Inc.* | | | 26,900 | | | | 3,138,692 | |
Verizon Communications, Inc. | | | 232,200 | | | | 13,762,494 | |
| | | | | | | 23,686,979 | |
Transportation — 1.8% |
Expeditors International of Washington, Inc. | | | 107,500 | | | | 9,501,925 | |
Landstar System, Inc. | | | 9,200 | | | | 1,224,428 | |
| | | | | | | 10,726,353 | |
Water — 0.4% |
American Water Works Co., Inc. | | | 16,600 | | | | 2,346,244 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $436,708,890) | | | | | | | 566,277,427 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS - 2.9% |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 16,954,809 | | | | 16,954,809 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $16,954,809) | | | | | | | 16,954,809 | |
TOTAL INVESTMENTS - 100.1% | | | | | | | | |
(Cost $453,663,699) | | | | | | | 583,232,236 | |
LIABILITIES IN EXCESS OF OTHER ASSETS - (0.1)% | | | | | | | (382,177 | ) |
NET ASSETS - 100.0% | | | | | | $ | 582,850,059 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2020. |
PLC Public Limited Company
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
39
SGI U.S. SMALL CAP EQUITY FUND
Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Software | | | 9.7 | % | | $ | 4,848,071 | |
Healthcare-Services | | | 7.6 | | | | 3,813,970 | |
Pharmaceuticals | | | 7.0 | | | | 3,493,970 | |
Food | | | 6.3 | | | | 3,128,512 | |
Retail | | | 6.0 | | | | 3,022,270 | |
Commercial Services | | | 5.6 | | | | 2,797,913 | |
Computers | | | 4.8 | | | | 2,367,515 | |
Insurance | | | 4.7 | | | | 2,345,409 | |
REITs | | | 4.4 | | | | 2,190,880 | |
Electric | | | 4.1 | | | | 2,055,269 | |
Water | | | 3.9 | | | | 1,946,625 | |
Internet | | | 3.7 | | | | 1,856,165 | |
Road & Rail | | | 2.1 | | | | 1,053,629 | |
Building Materials | | | 2.0 | | | | 983,365 | |
Chemicals | | | 1.8 | | | | 912,082 | |
Healthcare-Products | | | 1.8 | | | | 888,865 | |
Packaging & Containers | | | 1.8 | | | | 883,492 | |
Household Products/Wares | | | 1.8 | | | | 882,434 | |
Diversified Financial Services | | | 1.6 | | | | 796,838 | |
Gas | | | 1.4 | | | | 681,842 | |
Textiles | | | 1.4 | | | | 674,170 | |
Banks | | | 1.2 | | | | 596,370 | |
Oil & Gas | | | 1.1 | | | | 539,440 | |
Telecommunications | | | 1.0 | | | | 480,460 | |
Leisure Time | | | 1.0 | | | | 479,976 | |
Biotechnology | | | 1.0 | | | | 479,010 | |
Electronics | | | 0.9 | | | | 472,500 | |
Savings & Loans | | | 0.5 | | | | 246,291 | |
Metal Fabricate/Hardware | | | 0.4 | | | | 221,909 | |
Engineering & Construction | | | 0.4 | | | | 210,825 | |
EXCHANGE-TRADED FUNDS | | | 2.0 | | | | 998,976 | |
SHORT-TERM INVESTMENTS | | | 7.1 | | | | 3,555,573 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | -0.1 | | | | (68,147 | ) |
NET ASSETS | | | 100 | % | | $ | 49,836,469 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
40
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments
August 31, 2020
| | Number of Shares | | | Value | |
COMMON STOCKS - 91.0% |
Banks — 1.2% |
First Financial Corp. | | | 7,190 | | | $ | 247,264 | |
Great Southern Bancorp, Inc. | | | 5,900 | | | | 227,386 | |
Westamerica BanCorp | | | 2,000 | | | | 121,720 | |
| | | | | | | 596,370 | |
Biotechnology — 1.0% |
Emergent BioSolutions, Inc.* | | | 4,200 | | | | 479,010 | |
Building Materials — 2.0% |
AAON, Inc. | | | 9,500 | | | | 540,835 | |
Simpson Manufacturing Co., Inc. | | | 4,500 | | | | 442,530 | |
| | | | | | | 983,365 | |
Chemicals — 1.8% |
Balchem Corp. | | | 6,200 | | | | 605,740 | |
Hawkins, Inc. | | | 6,100 | | | | 306,342 | |
| | | | | | | 912,082 | |
Commercial Services — 5.6% |
AMN Healthcare Services, Inc.* | | | 4,700 | | | | 253,048 | |
FTI Consulting, Inc.* | | | 9,000 | | | | 1,032,840 | |
Grand Canyon Education, Inc.* | | | 6,200 | | | | 583,048 | |
HMS Holdings Corp.* | | | 12,000 | | | | 334,680 | |
ICF International, Inc. | | | 8,700 | | | | 594,297 | |
| | | | | | | 2,797,913 | |
Computers — 4.8% |
Logitech International SA, (Switzerland) | | | 16,900 | | | | 1,263,782 | |
MAXIMUS, Inc. | | | 8,000 | | | | 620,400 | |
Sykes Enterprises, Inc.* | | | 14,600 | | | | 483,333 | |
| | | | | | | 2,367,515 | |
Diversified Financial Services — 1.6% |
Houlihan Lokey, Inc. | | | 5,900 | | | | 345,740 | |
International Money Express, Inc.* | | | 11,700 | | | | 197,964 | |
Virtu Financial, Inc., Class A | | | 9,800 | | | | 253,134 | |
| | | | | | | 796,838 | |
Electric — 4.1% |
Avangrid, Inc. | | | 10,600 | | | | 509,224 | |
Avista Corp. | | | 4,800 | | | | 176,928 | |
Hawaiian Electric Industries, Inc. | | | 6,700 | | | | 231,887 | |
Otter Tail Corp. | | | 4,200 | | | | 163,170 | |
PNM Resources, Inc. | | | 13,800 | | | | 602,784 | |
Unitil Corp. | | | 8,798 | | | | 371,276 | |
| | | | | | | 2,055,269 | |
Electronics — 0.9% |
OSI Systems, Inc.* | | | 6,000 | | | | 472,500 | |
Engineering & Construction — 0.4% |
Great Lakes Dredge & Dock Corp.* | | | 22,500 | | | $ | 210,825 | |
Food — 6.3% |
Flowers Foods, Inc. | | | 53,000 | | | | 1,296,380 | |
Grocery Outlet Holding Corp.* | | | 22,700 | | | | 933,651 | |
Ingles Markets, Inc., Class A | | | 9,569 | | | | 386,588 | |
Lancaster Colony Corp. | | | 1,800 | | | | 319,896 | |
Weis Markets, Inc. | | | 3,900 | | | | 191,997 | |
| | | | | | | 3,128,512 | |
Gas — 1.4% |
Chesapeake Utilities Corp. | | | 4,800 | | | | 392,640 | |
Southwest Gas Holdings, Inc. | | | 4,600 | | | | 289,202 | |
| | | | | | | 681,842 | |
Healthcare-Products — 1.8% |
Globus Medical, Inc., Class A* | | | 9,700 | | | | 548,244 | |
iRadimed Corp.* | | | 8,300 | | | | 175,960 | |
USANA Health Sciences, Inc.* | | | 2,100 | | | | 164,661 | |
| | | | | | | 888,865 | |
Healthcare-Services — 7.6% |
Amedisys, Inc.* | | | 4,200 | | | | 1,015,980 | |
PPD, Inc.* | | | 5,900 | | | | 202,606 | |
Repligen Corp.* | | | 8,400 | | | | 1,301,244 | |
Teladoc Health, Inc.* | | | 6,000 | | | | 1,294,140 | |
| | | | | | | 3,813,970 | |
Household Products/Wares — 1.8% |
Helen of Troy Ltd.* | | | 2,500 | | | | 517,050 | |
Reynolds Consumer Products, Inc. | | | 3,000 | | | | 99,690 | |
WD-40 Co. | | | 1,300 | | | | 265,694 | |
| | | | | | | 882,434 | |
Insurance — 4.7% |
Employers Holdings, Inc. | | | 11,700 | | | | 381,186 | |
Erie Indemnity Co., Class A | | | 4,200 | | | | 896,448 | |
Hanover Insurance Group Inc., (The) | | | 6,000 | | | | 614,940 | |
Heritage Insurance Holdings, Inc. | | | 34,700 | | | | 452,835 | |
| | | | | | | 2,345,409 | |
Internet — 3.7% |
Cogent Communications Holdings, Inc. | | | 5,800 | | | | 390,108 | |
HealthStream, Inc.* | | | 39,500 | | | | 818,243 | |
NIC, Inc. | | | 30,300 | | | | 647,814 | |
| | | | | | | 1,856,165 | |
Leisure Time — 1.0% |
Johnson Outdoors, Inc., Class A | | | 5,600 | | | | 479,976 | |
The accompanying notes are an integral part of the financial statements.
41
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments (Concluded)
August 31, 2020
| | Number of Shares | | | Value | |
Metal Fabricate/Hardware — 0.4% |
Northwest Pipe Co.* | | | 7,833 | | | $ | 221,909 | |
Oil & Gas — 1.1% |
Murphy USA, Inc.* | | | 4,000 | | | | 539,440 | |
Packaging & Containers — 1.8% |
Silgan Holdings, Inc. | | | 16,500 | | | | 627,990 | |
UFP Technologies, Inc.* | | | 6,200 | | | | 255,502 | |
| | | | | | | 883,492 | |
Pharmaceuticals — 7.0% |
Amphastar Pharmaceuticals, Inc.* | | | 36,600 | | | | 745,908 | |
BioSpecifics Technologies Corp.* | | | 12,200 | | | | 786,900 | |
Eagle Pharmaceuticals, Inc.* | | | 17,600 | | | | 698,368 | |
Neogen Corp.* | | | 5,300 | | | | 403,860 | |
Premier, Inc., Class A | | | 22,000 | | | | 720,500 | |
Prestige Brands Holdings, Inc.* | | | 3,800 | | | | 138,434 | |
| | | | | | | 3,493,970 | |
REITs — 4.4% |
Equity Commonwealth | | | 19,200 | | | | 602,688 | |
First Industrial Realty Trust, Inc. | | | 9,100 | �� | | | 388,115 | |
Healthcare Realty Trust, Inc. | | | 10,900 | | | | 314,465 | |
Life Storage, Inc. | | | 8,400 | | | | 885,612 | |
| | | | | | | 2,190,880 | |
Retail — 6.0% |
BJ’s Wholesale Club Holdings, Inc.* | | | 16,500 | | | | 732,765 | |
Casey’s General Stores, Inc. | | | 3,200 | | | | 569,120 | |
Freshpet, Inc.* | | | 5,100 | | | | 579,360 | |
MSC Industrial Direct Co., Inc., Class A | | | 2,600 | | | | 171,340 | |
PC Connection, Inc. | | | 21,894 | | | | 969,685 | |
| | | | | | | 3,022,270 | |
Road & Rail — 2.1% |
Werner Enterprises, Inc. | | | 22,900 | | | | 1,053,629 | |
Savings & Loans — 0.5% |
Waterstone Financial, Inc. | | | 15,900 | | | | 246,291 | |
Software — 9.7% |
American Software, Inc., Class A | | | 32,300 | | | | 457,368 | |
CSG Systems International, Inc. | | | 9,300 | | | | 395,901 | |
Everbridge, Inc.* | | | 5,100 | | | | 757,911 | |
Five9, Inc.* | | | 8,600 | | | | 1,095,984 | |
ManTech International Corp., Class A | | | 8,600 | | | | 643,710 | |
Omnicell, Inc.* | | | 3,400 | | | | 226,712 | |
Progress Software Corp. | | | 7,900 | | | | 299,331 | |
Simulations Plus, Inc. | | | 16,300 | | | | 971,154 | |
| | | | | | | 4,848,071 | |
Telecommunications — 1.0% |
Ooma, Inc.* | | | 18,800 | | | $ | 256,432 | |
Viavi Solutions, Inc.* | | | 16,800 | | | | 224,028 | |
| | | | | | | 480,460 | |
Textiles — 1.4% |
UniFirst Corp. | | | 3,500 | | | | 674,170 | |
Water — 3.9% |
American States Water Co. | | | 6,000 | | | | 456,480 | |
Artesian Resources Corp., Class A | | | 3,500 | | | | 123,165 | |
California Water Service Group | | | 8,889 | | | | 403,027 | |
Middlesex Water Co. | | | 9,700 | | | | 622,061 | |
York Water Co., (The) | | | 7,496 | | | | 341,892 | |
| | | | | | | 1,946,625 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $40,266,889) | | | | | | | 45,350,067 | |
| | | | | | | | |
EXCHANGE-TRADED FUNDS - 2.0% |
iShares Russell 2000 ETF | | | 3,200 | | | | 497,376 | |
Vanguard Russell 2000 ETF | | | 4,000 | | | | 501,600 | |
| | | | | | | 998,976 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $1,001,138) | | | | | | | 998,976 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS - 7.1% |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 3,555,573 | | | | 3,555,573 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $3,555,573) | | | | | | | 3,555,573 | |
TOTAL INVESTMENTS - 100.1% | | | | | | | | |
(Cost $44,823,600) | | | | | | | 49,904,616 | |
LIABILITIES IN EXCESS OF OTHER ASSETS - (0.1)% | | | | | | | (68,147 | ) |
NET ASSETS - 100.0% | | | | | | $ | 49,836,469 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2020. |
PLC Public Limited Company
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
42
SGI GLOBAL EQUITY FUND
Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Software | | | 17.4 | % | | $ | 10,137,549 | |
Pharmaceuticals | | | 13.4 | | | | 7,798,187 | |
Telecommunications | | | 8.2 | | | | 4,787,813 | |
Food | | | 7.3 | | | | 4,267,586 | |
Retail | | | 4.9 | | | | 2,819,240 | |
Internet | | | 4.7 | | | | 2,705,988 | |
Electric | | | 4.3 | | | | 2,510,767 | |
Computers | | | 4.0 | | | | 2,326,101 | |
Diversified Financial Services | | | 3.5 | | | | 2,066,909 | |
Beverages | | | 2.5 | | | | 1,464,245 | |
Healthcare-Products | | | 2.3 | | | | 1,305,500 | |
Media | | | 2.1 | | | | 1,214,283 | |
Household Products & Wares | | | 1.8 | | | | 1,050,450 | |
Home Furnishings | | | 1.8 | | | | 1,040,765 | |
Mining | | | 1.6 | | | | 900,582 | |
Semiconductors | | | 1.4 | | | | 816,275 | |
Insurance | | | 1.3 | | | | 753,192 | |
Banks | | | 1.2 | | | | 692,960 | |
Aerospace/Defense | | | 0.9 | | | | 546,364 | |
Auto Manufacturers | | | 0.9 | | | | 544,854 | |
Biotechnology | | | 0.8 | | | | 474,504 | |
Building Materials | | | 0.8 | | | | 464,322 | |
REITs | | | 0.5 | | | | 297,360 | |
Apparel | | | 0.4 | | | | 257,347 | |
Electronics | | | 0.4 | | | | 235,335 | |
EXCHANGE-TRADED FUNDS | | | 2.9 | | | | 1,699,803 | |
SHORT-TERM INVESTMENTS | | | 8.6 | | | | 5,010,311 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.1 | | | | 73,430 | |
NET ASSETS | | | 100 | % | | $ | 58,262,022 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
43
SGI GLOBAL EQUITY FUND
Portfolio of Investments
August 31, 2020
| | Number of Shares | | | Value | |
COMMON STOCKS - 88.4% |
Aerospace/Defense — 0.9% |
Lockheed Martin Corp. | | | 1,400 | | | $ | 546,364 | |
Apparel — 0.4% |
NIKE, Inc., Class B | | | 2,300 | | | | 257,347 | |
Auto Manufacturers — 0.9% |
Honda Motor Co., (Japan), SP ADR | | | 21,300 | | | | 544,854 | |
Banks — 1.2% |
Royal Bank of Canada, (Canada) | | | 3,800 | | | | 289,256 | |
Shinhan Financial Group Co., Ltd., (South Korea), ADR | | | 16,200 | | | | 403,704 | |
| | | | | | | 692,960 | |
Beverages — 2.5% |
Coca-Cola Co., (The) | | | 19,100 | | | | 946,023 | |
PepsiCo, Inc. | | | 3,700 | | | | 518,222 | |
| | | | | | | 1,464,245 | |
Biotechnology — 0.8% |
Vertex Pharmaceuticals, Inc.* | | | 1,700 | | | | 474,504 | |
Building Materials — 0.8% |
Johnson Controls International PLC, (Ireland) | | | 11,400 | | | | 464,322 | |
Computers — 4.0% |
Amdocs Ltd. | | | 12,700 | | | | 777,621 | |
Apple, Inc. | | | 12,000 | | | | 1,548,480 | |
| | | | | | | 2,326,101 | |
Diversified Financial Services — 3.5% |
Cboe Global Markets, Inc. | | | 6,200 | | | | 569,098 | |
Mastercard, Inc., Class A | | | 1,700 | | | | 608,923 | |
ORIX Corp., (Japan), SP ADR | | | 14,300 | | | | 888,888 | |
| | | | | | | 2,066,909 | |
Electric — 4.3% |
Algonquin Power & Utilities Corp., (Canada) | | | 43,400 | | | | 600,222 | |
Duke Energy Corp. | | | 12,100 | | | | 972,114 | |
Fortis Inc., (Canada) | | | 13,200 | | | | 528,528 | |
Xcel Energy, Inc. | | | 5,900 | | | | 409,903 | |
| | | | | | | 2,510,767 | |
Electronics — 0.4% |
Gentex Corp. | | | 8,700 | | | | 235,335 | |
Food — 7.3% |
General Mills, Inc. | | | 12,900 | | | | 824,955 | |
Hershey Co., (The) | | | 5,000 | | | | 743,200 | |
Kellogg Co. | | | 10,500 | | | | 744,555 | |
Kroger Co., (The) | | | 29,900 | | | | 1,066,832 | |
Lancaster Colony Corp. | | | 2,700 | | | | 479,844 | |
Tyson Foods, Inc., Class A | | | 6,500 | | | | 408,200 | |
| | | | | | | 4,267,586 | |
Healthcare-Products — 2.3% |
Medtronic PLC, (Ireland) | | | 6,800 | | | $ | 730,796 | |
STERIS PLC, (Ireland) | | | 3,600 | | | | 574,704 | |
| | | | | | | 1,305,500 | |
Home Furnishings — 1.8% |
Dolby Laboratories Inc., Class A | | | 14,900 | | | | 1,040,765 | |
Household Products & Wares — 1.8% |
Clorox Co., (The) | | | 4,700 | | | | 1,050,450 | |
Insurance — 1.3% |
Alleghany Corp. | | | 700 | | | | 388,192 | |
Chubb Ltd., (Switzerland) | | | 2,920 | | | | 365,000 | |
| | | | | | | 753,192 | |
Internet — 4.7% |
Alphabet, Inc., Class C* | | | 600 | | | | 980,508 | |
Amazon.com, Inc.* | | | 500 | | | | 1,725,480 | |
| | | | | | | 2,705,988 | |
Media — 2.1% |
Thomson Reuters Corp., (Canada) | | | 15,900 | | | | 1,214,283 | |
Mining — 1.6% |
Agnico Eagle Mines Ltd. (Canada) | | | 3,800 | | | | 313,500 | |
Barrick Gold Corp. (Canada) | | | 9,800 | | | | 290,570 | |
Pan American Silver Corp. (Canada) | | | 8,200 | | | | 296,512 | |
| | | | | | | 900,582 | |
Pharmaceuticals — 13.4% |
CVS Health Corp. | | | 8,300 | | | | 515,596 | |
Eli Lilly & Co. | | | 6,070 | | | | 900,727 | |
GlaxoSmithKline PLC, (United Kingdom), SP ADR | | | 16,500 | | | | 653,400 | |
Merck & Co., Inc. | | | 14,300 | | | | 1,219,361 | |
Novartis AG, (Switzerland), SP ADR | | | 7,300 | | | | 628,238 | |
Novo Nordisk, (Denmark), SP ADR | | | 12,100 | | | | 799,084 | |
Pfizer, Inc. | | | 20,300 | | | | 767,137 | |
Sanofi, (France), ADR | | | 19,970 | | | | 1,010,083 | |
Takeda Pharmaceutical Co., Ltd. (Japan), SP ADR | | | 70,100 | | | | 1,304,561 | |
| | | | | | | 7,798,187 | |
REITs — 0.5% |
Public Storage | | | 1,400 | | | | 297,360 | |
Retail — 4.9% |
Costco Wholesale Corp. | | | 2,600 | | | | 903,916 | |
Dollar General Corp. | | | 3,600 | | | | 726,768 | |
Wal-Mart Stores, Inc. | | | 8,560 | | | | 1,188,556 | |
| | | | | | | 2,819,240 | |
The accompanying notes are an integral part of the financial statements.
44
SGI GLOBAL EQUITY FUND
Portfolio of Investments (Concluded)
August 31, 2020
| | Number of Shares | | | Value | |
Semiconductors — 1.4% |
Taiwan Semiconductor Manufacturing Co., Ltd., (China) SP ADR | | | 10,300 | | | $ | 816,275 | |
Software — 17.4% |
Activision Blizzard, Inc. | | | 10,300 | | | | 860,256 | |
Adobe Systems, Inc.* | | | 2,800 | | | | 1,437,492 | |
Intuit, Inc. | | | 2,900 | | | | 1,001,631 | |
Microsoft Corp. | | | 7,600 | | | | 1,714,028 | |
Nice Ltd., (Israel), SP ADR | | | 5,300 | | | | 1,218,205 | |
Salesforce.com, Inc.* | | | 5,100 | | | | 1,390,515 | |
SAP SE, (Germany), SP ADR | | | 7,000 | | | | 1,157,870 | |
ServiceNow, Inc.* | | | 2,100 | | | | 1,012,242 | |
Tyler Technologies, Inc.* | | | 1,000 | | | | 345,310 | |
| | | | | | | 10,137,549 | |
Telecommunications — 8.2% |
Chunghwa Telecom Co., Ltd., (China), SP ADR | | | 29,000 | | | | 1,070,679 | |
Orange SA, (France), SP ADR | | | 90,200 | | | | 1,003,926 | |
SK Telecom Co., Ltd., (South Korea), SP ADR | | | 53,100 | | | | 1,219,707 | |
Telekomunikasi Indonesia Persero Tbk PT, (Indonesia), SP ADR | | | 33,600 | | | | 669,648 | |
Verizon Communications, Inc. | | | 13,900 | | | | 823,853 | |
| | | | | | | 4,787,813 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $44,036,400) | | | | | | | 51,478,478 | |
| | | | | | | | |
EXCHANGE-TRADED FUNDS - 2.9% |
iShares MSCI ACWI ETF | | | 10,300 | | | $ | 848,205 | |
Vanguard Total World Stock ETF | | | 10,200 | | | | 851,598 | |
| | | | | | | 1,699,803 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $1,682,868) | | | | | | | 1,699,803 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS - 8.6% |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 5,010,311 | | | | 5,010,311 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $5,010,311) | | | | | | | 5,010,311 | |
TOTAL INVESTMENTS - 99.9% | | | | | | | | |
(Cost $50,729,579) | | | | | | | 58,188,592 | |
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1% | | | | | | | 73,430 | |
NET ASSETS - 100.0% | | | | | | $ | 58,262,022 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2020. |
ADR American Depositary Receipt
ETF Exchange-Traded Funds
PLC Public Limited Company
REIT Real Estate Investment Trust
SP ADR Sponsored ADR
The accompanying notes are an integral part of the financial statements.
45
SGI CONSERVATIVE FUND
Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS | | | 84.1 | % | | $ | 551,325 | |
MUTUAL FUNDS | | | 9.0 | | | | 59,029 | |
SHORT-TERM INVESTMENTS | | | 4.7 | | | | 30,608 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 2.2 | | | | 14,232 | |
NET ASSETS | | | 100 | % | | $ | 655,194 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
46
SGI CONSERVATIVE FUND
Portfolio of Investments
August 31, 2020
| | Number of Shares | | | Value | |
EXCHANGE-TRADED FUNDS - 84.1% |
Invesco QQQ Trust Series 1 | | | 65 | | | $ | 19,167 | |
iShares 20+ Year Treasury Bond ETF | | | 25 | | | | 4,055 | |
iShares Core 1-5 Year USD Bond ETF | | | 1,970 | | | | 101,829 | |
iShares Core U.S. Aggregate Bond ETF | | | 3,160 | | | | 374,049 | |
iShares Edge MSCI Min Vol EAFE ETF | | | 70 | | | | 4,821 | |
iShares Edge MSCI Min Vol USA ETF | | | 340 | | | | 22,144 | |
iShares MSCI USA Small-Cap Min Vol Factor ETF | | | 355 | | | | 10,895 | |
Vanguard Dividend Appreciation ETF | | | 110 | | | | 14,365 | |
| | | | | | | 551,325 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $540,873) | | | | | | | 551,325 | |
| | | | | | | | |
MUTUAL FUNDS - 9.0% |
SGI US Large Cap Equity Fund, Class I | | | 2,178 | | | | 42,589 | |
SGI US Small Cap Equity Fund, Class I | | | 1,639 | | | | 16,440 | |
| | | | | | | 59,029 | |
TOTAL MUTUAL FUNDS | | | | | | | | |
(Cost $52,877) | | | | | | | 59,029 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS - 4.7% |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 30,608 | | | | 30,608 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $30,608) | | | | | | | 30,608 | |
TOTAL INVESTMENTS - 97.8% | | | | | | | | |
(Cost $624,358) | | | | | | | 640,962 | |
OTHER ASSETS IN EXCESS OF LIABILITIES - 2.2% | | | | | | | 14,232 | |
NET ASSETS - 100.0% | | | | | | $ | 655,194 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2020. |
ETF Exchange-Traded Funds
The accompanying notes are an integral part of the financial statements.
47
SGI PRUDENT GROWTH FUND
Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS | | | 45.7 | % | | $ | 2,927,327 | |
MUTUAL FUNDS | | | 52.0 | | | | 3,334,408 | |
SHORT-TERM INVESTMENTS | | | 2.2 | | | | 139,360 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.1 | | | | 6,748 | |
NET ASSETS | | | 100 | % | | $ | 6,407,843 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
48
SGI PRUDENT GROWTH FUND
Portfolio of Investments
August 31, 2020
| | Number of Shares | | | Value | |
EXCHANGE-TRADED FUNDS - 45.7% |
Invesco QQQ Trust Series 1 | | | 650 | | | $ | 191,672 | |
iShares 20+ Year Treasury Bond ETF | | | 260 | | | | 42,169 | |
iShares Broad USD High Yield Corporate Bond ETF | | | 3,190 | | | | 127,600 | |
iShares Core 1-5 Year USD Bond ETF | | | 960 | | | | 49,622 | |
iShares Core U.S. Aggregate Bond ETF | | | 16,980 | | | | 2,009,924 | |
iShares Edge MSCI Min Vol EAFE ETF | | | 640 | | | | 44,077 | |
iShares Edge MSCI Min Vol USA ETF | | | 3,350 | | | | 218,186 | |
iShares MSCI USA Small-Cap Min Vol Factor ETF | | | 3,400 | | | | 104,346 | |
Vanguard Dividend Appreciation ETF | | | 1,070 | | | | 139,731 | |
| | | | | | | 2,927,327 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $2,861,631) | | | | | | | 2,927,327 | |
| | | | | | | | |
MUTUAL FUNDS - 52.0% |
SGI Global Equity Fund, Class I | | | 39,664 | | | | 1,306,141 | |
SGI US Large Cap Equity Fund, Class I | | | 59,422 | | | | 1,161,698 | |
SGI US Small Cap Equity Fund, Class I | | | 86,398 | | | | 866,569 | |
| | | | | | | 3,334,408 | |
TOTAL MUTUAL FUNDS | | | | | | | | |
(Cost $3,094,516) | | | | | | | 3,334,408 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS - 2.2% |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 139,360 | | | | 139,360 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $139,360) | | | | | | | 139,360 | |
TOTAL INVESTMENTS - 99.9% | | | | | | | | |
(Cost $6,095,507) | | | | | | | 6,401,095 | |
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.1% | | | | | | | 6,748 | |
NET ASSETS - 100.0% | | | | | | $ | 6,407,843 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2020. |
ETF Exchange-Traded Funds
The accompanying notes are an integral part of the financial statements.
49
SGI PEAK GROWTH FUND
Portfolio Holdings Summary Table
August 31, 2020 (Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS | | | 15.8 | % | | $ | 1,159,285 | |
MUTUAL FUNDS | | | 81.2 | | | | 5,945,867 | |
SHORT-TERM INVESTMENTS | | | 2.1 | | | | 155,767 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.9 | | | | 65,826 | |
NET ASSETS | | | 100 | % | | $ | 7,326,745 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
50
SGI PEAK GROWTH FUND
Portfolio of Investments
August 31, 2020
| | Number of Shares | | | Value | |
EXCHANGE-TRADED FUNDS - 15.8% |
Invesco QQQ Trust Series 1 | | | 720 | | | $ | 212,313 | |
iShares 20+ Year Treasury Bond ETF | | | 300 | | | | 48,657 | |
iShares Core 1-5 Year USD Bond ETF | | | 1,090 | | | | 56,342 | |
iShares Core U.S. Aggregate Bond ETF | | | 1,210 | | | | 143,228 | |
iShares Edge MSCI Min Vol EAFE ETF | | | 730 | | | | 50,275 | |
iShares Edge MSCI Min Vol USA ETF | | | 3,830 | | | | 249,448 | |
iShares MSCI Emerging Markets ETF | | | 2,710 | | | | 120,703 | |
iShares MSCI USA Small-Cap Min Vol Factor ETF | | | 3,920 | | | | 120,305 | |
Vanguard Dividend Appreciation ETF | | | 1,210 | | | | 158,014 | |
| | | | | | | 1,159,285 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $1,075,652) | | | | | | | 1,159,285 | |
| | | | | | | | |
MUTUAL FUNDS - 81.2% |
SGI Global Equity Fund, Class I | | | 62,065 | | | | 2,043,807 | |
SGI US Large Cap Equity Fund, Class I | | | 97,881 | | | | 1,913,579 | |
SGI US Small Cap Equity Fund, Class I | | | 198,253 | | | | 1,988,481 | |
| | | | | | | 5,945,867 | |
TOTAL MUTUAL FUNDS | | | | | | | | |
(Cost $5,432,540) | | | | | | | 5,945,867 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS - 2.1% |
U.S. Bank Money Market Deposit Account, 0.05%(a) | | | 155,767 | | | | 155,767 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $155,767) | | | | | | | 155,767 | |
TOTAL INVESTMENTS - 99.1% | | | | | | | | |
(Cost $6,663,959) | | | | | | | 7,260,919 | |
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.9% | | | | | | | 65,826 | |
NET ASSETS - 100.0% | | | | | | $ | 7,326,745 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2020. |
ETF Exchange-Traded Funds
The accompanying notes are an integral part of the financial statements.
51
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities
August 31, 2020
| | SGI U.S. Large Cap Equity Fund | | | SGI U.S. Small Cap Equity Fund | | | SGI Global Equity Fund | |
ASSETS | | | | | | | | | | | | |
Investments, at value (cost $436,708,890, $41,268,027 and $45,719,268, respectively) | | $ | 566,277,427 | | | $ | 46,349,043 | | | $ | 53,178,281 | |
Short-term investments, at value (cost $16,954,809, $3,555,573 and $5,010,311, respectively) | | | 16,954,809 | | | | 3,555,573 | | | | 5,010,311 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | 1,144,218 | | | | 35,136 | | | | 116,187 | |
Dividends | | | 440,484 | | | | 42,141 | | | | 91,492 | |
Prepaid expenses and other assets | | | 48,837 | | | | 22,580 | | | | 16,137 | |
Total assets | | $ | 584,865,775 | | | $ | 50,004,473 | | | $ | 58,412,408 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Capital shares redeemed | | $ | 1,539,140 | | | $ | 94,041 | | | $ | 95,811 | |
Advisory fees | | | 341,237 | | | | 34,213 | | | | 27,794 | |
Other accrued expenses and liabilities | | | 135,339 | | | | 39,750 | | | | 26,781 | |
Total liabilities | | | 2,015,716 | | | | 168,004 | | | | 150,386 | |
Net assets | | $ | 582,850,059 | | | $ | 49,836,469 | | | $ | 58,262,022 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 29,815 | | | $ | 4,971 | | | $ | 1,770 | |
Paid-in capital | | | 467,342,418 | | | | 56,615,072 | | | | 52,679,903 | |
Total distributable earnings/(loss) | | | 115,477,826 | | | | (6,783,574 | ) | | | 5,580,349 | |
Net assets | | $ | 582,850,059 | | | $ | 49,836,469 | | | $ | 58,262,022 | |
CLASS I SHARES: | | | | | | | | | | | | |
Net assets applicable to Class I Shares | | $ | 556,511,067 | | | $ | 42,829,633 | | | $ | 58,262,022 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 28,466,595 | | | | 4,269,773 | | | | 1,769,517 | |
Net asset value, offering and redemption price per share | | $ | 19.55 | | | $ | 10.03 | | | $ | 32.93 | |
| | | | | | | | | | | | |
CLASS A SHARES: | | | | | | | | | | | | |
Net assets applicable to Class A Shares | | $ | 23,424,329 | | | $ | 6,904,748 | | | $ | — | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,195,529 | | | | 690,321 | | | | — | |
Net asset value and redemption price per share | | $ | 19.59 | | | $ | 10.00 | | | $ | — | |
Maximum offering price per share (100/94.75 of $19.59 and $10.00, respectively) | | $ | 20.68 | | | $ | 10.56 | | | $ | — | |
| | | | | | | | | | | | |
CLASS C SHARES: | | | | | | | | | | | | |
Net assets applicable to Class C Shares | | $ | 2,914,663 | | | $ | 102,088 | | | $ | — | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 152,539 | | | | 10,475 | | | | — | |
Net asset value, offering and redemption price per share | | $ | 19.11 | | | $ | 9.75 | | | $ | — | |
The accompanying notes are an integral part of the financial statements.
52
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities (Concluded)
August 31, 2020
| | SGI CONSERVATIVE Fund | | | SGI prudent growth Fund | | | SGI peak growth Fund | |
ASSETS | | | | | | | | | | | | |
Investments, at value (cost $593,750, $5,956,147,and $6,508,192, respectively) | | $ | 610,354 | | | $ | 6,261,735 | | | $ | 7,105,152 | |
Short-term investments, at value (cost $30,608, $139,360 and $155,767, respectively) | | | 30,608 | | | | 139,360 | | | | 155,767 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | — | | | | — | | | | 57,877 | |
Due from advisor | | | 11,192 | | | | 2,753 | | | | 3,604 | |
Offering costs | | | 20,808 | | | | 20,808 | | | | 20,808 | |
Prepaid expenses and other assets | | | 338 | | | | 918 | | | | 98 | |
Total assets | | $ | 673,300 | | | $ | 6,425,574 | | | $ | 7,343,306 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Other accrued expenses and liabilities | | | 18,106 | | | | 17,731 | | | | 16,561 | |
Total liabilities | | | 18,106 | | | | 17,731 | | | | 16,561 | |
Net assets | | $ | 655,194 | | | $ | 6,407,843 | | | $ | 7,326,745 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 63 | | | $ | 604 | | | $ | 669 | |
Paid-in capital | | | 623,434 | | | | 6,112,178 | | | | 6,744,683 | |
Total distributable earnings/(loss) | | | 31,697 | | | | 295,061 | | | | 581,393 | |
Net assets | | $ | 655,194 | | | $ | 6,407,843 | | | $ | 7,326,745 | |
CLASS I SHARES: | | | | | | | | | | | | |
Net assets applicable to Class I Shares | | $ | 655,194 | | | $ | 6,407,843 | | | $ | 7,326,745 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 63,386 | | | | 604,430 | | | | 669,429 | |
Net asset value, offering and redemption price per share | | $ | 10.34 | | | $ | 10.60 | | | $ | 10.94 | |
The accompanying notes are an integral part of the financial statements.
53
SUMMIT GLOBAL INVESTMENTS
Statements of Operations
FOR THE Year ENDED August 31, 2020
| | SGI U.S. Large Cap Equity Fund | | | SGI U.S. Small Cap Equity Fund | | | SGI Global Equity Fund | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends (net of foreign withholdings taxes of $0, $2,167 and $54,425, respectively) | | $ | 8,789,971 | | | $ | 838,108 | | | $ | 765,397 | |
Total investment income | | | 8,789,971 | | | | 838,108 | | | | 765,397 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 3,816,945 | | | | 420,162 | | | | 248,259 | |
Transfer agent fees (Note 2) | | | 235,495 | | | | 36,807 | | | | 10,577 | |
Administration and accounting fees (Note 2) | | | 215,073 | | | | 27,277 | | | | 19,365 | |
Legal fees | | | 91,318 | | | | 5,247 | | | | 1,028 | |
Director fees | | | 68,177 | | | | 4,589 | | | | 1,248 | |
Officer fees | | | 67,328 | | | | 3,526 | | | | 1,908 | |
Registration and filing fees | | | 56,757 | | | | 52,556 | | | | 23,104 | |
Distribution fees - Class A Shares | | | 45,623 | | | | 13,306 | | | | — | |
Distribution fees - Class C Shares | | | 26,701 | | | | 1,492 | | | | — | |
Audit and tax service fees | | | 31,753 | | | | 30,038 | | | | 31,029 | |
Printing and shareholder reporting fees | | | 25,855 | | | | 4,244 | | | | 2,590 | |
Custodian fees (Note 2) | | | 12,829 | | | | 11,233 | | | | 5,040 | |
Other expenses | | | 39,268 | | | | 6,507 | | | | 4,657 | |
Total expenses before waivers and/or reimbursements | | | 4,733,122 | | | | 616,984 | | | | 348,805 | |
(Waivers and/or reimbursements) net of amounts recouped (Note 2) | | | — | | | | (58,188 | ) | | | (50,894 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 4,733,122 | | | | 558,796 | | | | 297,911 | |
Net investment income/(loss) | | | 4,056,849 | | | | 279,312 | | | | 467,486 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | (11,612,784 | ) | | | (10,620,497 | ) | | | (1,838,679 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 54,613,524 | | | | 4,605,882 | | | | 5,566,336 | |
Net realized and unrealized gain/(loss) on investments | | | 43,000,740 | | | | (6,014,615 | ) | | | 3,727,657 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 47,057,589 | | | $ | (5,735,303 | ) | | $ | 4,195,143 | |
The accompanying notes are an integral part of the financial statements.
54
SUMMIT GLOBAL INVESTMENTS
Statements of Operations (Concluded)
FOR THE PERIOD ENDED August 31, 2020
| | SGI CONSERVATIVE FUND(1) | | | SGI PRUDENT GROWTH FUND(1) | | | SGI PEAK GROWTH FUND(1) | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends (net of foreign withholdings taxes of $0, $0 and $0, respectively) | | $ | 3,472 | | | $ | 6,421 | | | $ | 1,413 | |
Total investment income | | | 3,472 | | | | 6,421 | | | | 1,413 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Audit and tax service fees | | | 22,509 | | | | 22,509 | | | | 22,509 | |
Advisory fees (Note 2) | | | 1,619 | | | | 7,723 | | | | 9,066 | |
Administration and accounting fees (Note 2) | | | 2,338 | | | | 2,361 | | | | 2,375 | |
Offering costs | | | 5,805 | | | | 5,805 | | | | 5,805 | |
Transfer agent fees (Note 2) | | | 1,764 | | | | 1,798 | | | | 1,794 | |
Custodian fees (Note 2) | | | 600 | | | | 601 | | | | 850 | |
Other expenses | | | 78 | | | | 98 | | | | 93 | |
Total expenses before waivers and/or reimbursements | | | 34,713 | | | | 40,895 | | | | 42,492 | |
(Waivers and/or reimbursements) net of amounts recouped (Note 2) | | | (31,044 | ) | | | (23,389 | ) | | | (21,942 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 3,669 | | | | 17,506 | | | | 20,550 | |
Net investment income/(loss) | | | (197 | ) | | | (11,085 | ) | | | (19,137 | ) |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | 15,290 | | | | 558 | | | | 1,287 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 16,604 | | | | 305,588 | | | | 596,960 | |
Net realized and unrealized gain/(loss) on investments | | | 31,894 | | | | 306,146 | | | | 598,247 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 31,697 | | | $ | 295,061 | | | $ | 579,110 | |
(1) | Fund commenced operations on June 8, 2020. |
The accompanying notes are an integral part of the financial statements.
55
SGI U.S. LARGE CAP EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 4,056,849 | | | $ | 4,824,569 | |
Net realized gain/(loss) from investments | | | (11,612,784 | ) | | | 10,735,023 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 54,613,524 | | | | 11,308,915 | |
Net increase/(decrease) in net assets resulting from operations | | | 47,057,589 | | | | 26,868,507 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (14,903,187 | ) | | | (17,517,675 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (14,903,187 | ) | | | (17,517,675 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: | | | | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 227,813,044 | | | | 172,452,578 | |
Reinvestment of distributions | | | 4,370,538 | | | | 5,036,367 | |
Shares redeemed | | | (202,815,918 | ) | | | (126,569,669 | ) |
Total from Class I Shares | | | 29,367,664 | | | | 50,919,276 | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 11,780,291 | | | | 7,959,689 | |
Reinvestment of distributions | | | 410,286 | | | | 403,709 | |
Shares redeemed | | | (5,403,116 | ) | | | (3,680,077 | ) |
Total from Class A Shares | | | 6,787,461 | | | | 4,683,321 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 1,268,707 | | | | 613,171 | |
Reinvestment of distributions | | | 48,859 | | | | 62,829 | |
Shares redeemed | | | (975,466 | ) | | | (300,742 | ) |
Total from Class C Shares | | | 342,100 | | | | 375,258 | |
Net increase/(decrease) in net assets from capital share transactions | | | 36,497,225 | | | | 55,977,855 | |
Total increase/(decrease) in net assets | | | 68,651,627 | | | | 65,328,687 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 514,198,432 | | | | 448,869,745 | |
End of period | | $ | 582,850,059 | | | $ | 514,198,432 | |
The accompanying notes are an integral part of the financial statements.
56
SGI U.S. LARGE CAP EQUITY FUND
Statements of Changes in Net Assets (Concluded)
| | FOR THE YEAR ENDED AUGUST 31, 2020 | | | FOR THE YEAR ENDED AUGUST 31, 2019 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 12,796,027 | | | | 10,188,257 | |
Shares reinvested | | | 238,109 | | | | 323,051 | |
Shares redeemed | | | (11,814,581 | ) | | | (7,611,254 | ) |
Total Class I Shares | | | 1,219,555 | | | | 2,900,054 | |
Class A Shares | | | | | | | | |
Shares sold | | | 678,397 | | | | 465,645 | |
Shares reinvested | | | 22,298 | | | | 25,780 | |
Shares redeemed | | | (311,716 | ) | | | (214,621 | ) |
Total Class A Shares | | | 388,979 | | | | 276,804 | |
Class C Shares | | | | | | | | |
Shares sold | | | 73,186 | | | | 37,288 | |
Shares reinvested | | | 2,734 | | | | 4,104 | |
Shares redeemed | | | (55,487 | ) | | | (18,244 | ) |
Total Class C Shares | | | 20,433 | | | | 23,148 | |
Net increase/(decrease) in shares outstanding | | | 1,628,967 | | | | 3,200,006 | |
The accompanying notes are an integral part of the financial statements.
57
SGI U.S. SMALL CAP EQUITY FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 279,312 | | | $ | 414,594 | |
Net realized gain/(loss) from investments | | | (10,620,497 | ) | | | (817,062 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 4,605,882 | | | | (4,332,683 | ) |
Net increase/(decrease) in net assets resulting from operations | | | (5,735,303 | ) | | | (4,735,151 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (502,870 | ) | | | (1,658,610 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (502,870 | ) | | | (1,658,610 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 28,871,289 | | | | 20,004,763 | |
Reinvestment of distributions | | | 300,161 | | | | 838,394 | |
Shares redeemed | | | (14,342,228 | ) | | | (12,930,454 | ) |
Total from Class I Shares. | | | 14,829,222 | | | | 7,912,703 | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 5,325,935 | | | | 2,224,523 | |
Reinvestment of distributions | | | 46,215 | | | | 151,457 | |
Shares redeemed | | | (1,871,475 | ) | | | (1,449,518 | ) |
Total from Class A Shares | | | 3,500,675 | | | | 926,462 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 197,322 | | | | 14,600 | |
Reinvestment of distributions | | | 755 | | | | 7,326 | |
Shares redeemed | | | (165,953 | ) | | | (72,888 | ) |
Total from Class C Shares | | | 32,124 | | | | (50,962 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 18,362,021 | | | | 8,788,203 | |
Total increase/(decrease) in net assets | | | 12,123,848 | | | | 2,394,442 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 37,712,621 | | | | 35,318,179 | |
End of period | | $ | 49,836,469 | | | $ | 37,712,621 | |
The accompanying notes are an integral part of the financial statements.
58
SGI U.S. SMALL CAP EQUITY FUND
Statements of Changes in Net Assets (Concluded)
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 2,724,552 | | | | 1,698,457 | |
Shares reinvested | | | 24,285 | | | | 76,496 | |
Shares redeemed | | | (1,412,848 | ) | | | (1,124,567 | ) |
Total Class I Shares | | | 1,335,989 | | | | 650,386 | |
Class A Shares | | | | | | | | |
Shares sold | | | 529,555 | | | | 191,173 | |
Shares reinvested | | | 3,745 | | | | 13,832 | |
Shares redeemed | | | (182,617 | ) | | | (123,219 | ) |
Total Class A Shares | | | 350,683 | | | | 81,786 | |
Class C Shares | | | | | | | | |
Shares sold | | | 18,619 | | | | 1,304 | |
Shares reinvested | | | 62 | | | | 680 | |
Shares redeemed | | | (18,392 | ) | | | (6,497 | ) |
Total Class C Shares | | | 289 | | | | (4,513 | ) |
Net increase/(decrease) in shares outstanding | | | 1,686,961 | | | | 727,659 | |
The accompanying notes are an integral part of the financial statements.
59
SGI GLOBAL EQUITY FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 467,486 | | | $ | 344,925 | |
Net realized gain/(loss) from investments | | | (1,838,679 | ) | | | 2,120,140 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 5,566,336 | | | | (688,644 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 4,195,143 | | | | 1,776,421 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (985,930 | ) | | | (258,783 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (985,930 | ) | | | (258,783 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 45,798,226 | | | | 2,899,780 | |
Reinvestment of distributions | | | 698,565 | | | | 254,839 | |
Shares redeemed | | | (12,964,281 | ) | | | (2,681,816 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 33,532,510 | | | | 472,803 | |
Total increase/(decrease) in net assets | | | 36,741,723 | | | | 1,990,441 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 21,520,299 | | | | 19,529,858 | |
End of period | | $ | 58,262,022 | | | $ | 21,520,299 | |
|
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 1,517,536 | | | | 93,423 | |
Shares reinvested | | | 21,205 | | | | 8,846 | |
Shares redeemed | | | (429,011 | ) | | | (87,129 | ) |
Net increase/(decrease) in shares outstanding | | | 1,109,730 | | | | 15,140 | |
The accompanying notes are an integral part of the financial statements.
60
SGI CONSERVATIVE FUND
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED AUGUST 31, 2020(1) | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | (197 | ) |
Net realized gain/(loss) from investments | | | 15,290 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 16,604 | |
Net increase/(decrease) in net assets resulting from operations | | | 31,697 | |
| | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | |
Proceeds from shares sold | | | 1,246,923 | |
Shares redeemed | | | (623,426 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 623,497 | |
Total increase/(decrease) in net assets | | | 655,194 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 655,194 | |
|
SHARES TRANSACTIONS: | | | | |
Class I Shares | | | | |
Shares sold | | | 123,505 | |
Shares redeemed | | | (60,119 | ) |
Net increase/(decrease) in shares outstanding | | | 63,386 | |
(1) | Fund commenced operations on June 8, 2020. |
The accompanying notes are an integral part of the financial statements.
61
SGI PRUDENT GROWTH FUND
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED AUGUST 31, 2020(1) | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | (11,085 | ) |
Net realized gain/(loss) from investments | | | 558 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 305,588 | |
Net increase/(decrease) in net assets resulting from operations | | | 295,061 | |
| | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | |
Proceeds from shares sold | | | 6,362,213 | |
Shares redeemed | | | (249,431 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 6,112,782 | |
Total increase/(decrease) in net assets | | | 6,407,843 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 6,407,843 | |
|
SHARES TRANSACTIONS: | | | | |
Class I Shares | | | | |
Shares sold | | | 629,135 | |
Shares redeemed | | | (24,705 | ) |
Net increase/(decrease) in shares outstanding | | | 604,430 | |
(1) | Fund commenced operations on June 8, 2020. |
The accompanying notes are an integral part of the financial statements.
62
SGI PEAK GROWTH FUND
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED AUGUST 31, 2020(1) | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | (19,137 | ) |
Net realized gain/(loss) from investments | | | 1,287 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 596,960 | |
Net increase/(decrease) in net assets resulting from operations | | | 579,110 | |
| | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | |
Proceeds from shares sold | | | 6,840,227 | |
Shares redeemed | | | (92,592 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 6,747,635 | |
Total increase/(decrease) in net assets | | | 7,326,745 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 7,326,745 | |
|
SHARES TRANSACTIONS: | | | | |
Class I Shares | | | | |
Shares sold | | | 678,507 | |
Shares redeemed | | | (9,078 | ) |
Net increase/(decrease) in shares outstanding | | | 669,429 | |
(1) | Fund commenced operations on June 8, 2020. |
The accompanying notes are an integral part of the financial statements.
63
SGI U.S. LARGE CAP EQUITY FUND
Financial Highlights
Contained below is per share operating performance data for Class I Shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | Class I Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Year Ended August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 18.24 | | | $ | 17.97 | | | $ | 15.43 | | | $ | 14.69 | | | $ | 13.78 | |
Net investment income/(loss)(1) | | | 0.14 | | | | 0.18 | | | | 0.16 | | | | 0.22 | | | | 0.21 | |
Net realized and unrealized gain/(loss) on investments(2) | | | 1.66 | | | | 0.75 | | | | 3.52 | | | | 0.90 | | | | 1.66 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.80 | | | | 0.93 | | | | 3.68 | | | | 1.12 | | | | 1.87 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.18 | ) | | | (0.11 | ) | | | (0.18 | ) | | | (0.16 | ) | | | (0.21 | ) |
Net realized capital gains | | | (0.31 | ) | | | (0.55 | ) | | | (0.96 | ) | | | (0.22 | ) | | | (0.75 | ) |
Total dividends and distributions to shareholders | | | (0.49 | ) | | | (0.66 | ) | | | (1.14 | ) | | | (0.38 | ) | | | (0.96 | ) |
Net asset value, end of period | | $ | 19.55 | | | $ | 18.24 | | | $ | 17.97 | | | $ | 15.43 | | | $ | 14.69 | |
Total investment return/(loss)(3) | | | 10.10 | % | | | 5.83 | % | | | 24.98 | % | | | 7.73 | % | | | 13.99 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 556,511 | | | $ | 497,097 | | | $ | 437,424 | | | $ | 91,977 | | | $ | 106,110 | |
Ratio of expenses to average net assets with waivers and/or reimbursements net of amounts recouped | | | 0.85 | % | | | 0.93 | % | | | 0.98 | % | | | 0.98 | % | | | 0.98 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements net of amounts recouped | | | 0.85 | % | | | 0.86 | % | | | 0.94 | % | | | 1.14 | % | | | 1.14 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.76 | % | | | 1.07 | % | | | 0.87 | % | | | 1.32 | % | | | 1.49 | % |
Portfolio turnover rate(4) | | | 129 | % | | | 104 | % | | | 85 | % | | | 31 | % | | | 41 | % |
(1) | The selected per share data is calculated based on average shares outstanding method for the period. |
(2) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(3) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(4) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the financial statements.
64
SGI U.S. LARGE CAP EQUITY FUND
Financial Highlights (continued)
Contained below is per share operating performance data for Class A Shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | Class A Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Period October 29, 2015(1) to August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 18.29 | | | $ | 17.99 | | | $ | 15.40 | | | $ | 14.67 | | | $ | 14.69 | |
Net investment income/(loss)(2) | | | 0.08 | | | | 0.14 | | | | 0.10 | | | | 0.16 | | | | 0.14 | |
Net realized and unrealized gain/(loss) on investments(3) | | | 1.67 | | | | 0.76 | | | | 3.55 | | | | 0.92 | | | | 0.79 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.75 | | | | 0.90 | | | | 3.65 | | | | 1.08 | | | | 0.93 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.14 | ) | | | (0.05 | ) | | | (0.10 | ) | | | (0.13 | ) | | | (0.20 | ) |
Net realized capital gains | | | (0.31 | ) | | | (0.55 | ) | | | (0.96 | ) | | | (0.22 | ) | | | (0.75 | ) |
Total dividends and distributions to shareholders | | | (0.45 | ) | | | (0.60 | ) | | | (1.06 | ) | | | (0.35 | ) | | | (0.95 | ) |
Net asset value, end of period | | $ | 19.59 | | | $ | 18.29 | | | $ | 17.99 | | | $ | 15.40 | | | $ | 14.67 | |
Total investment return/(loss)(4) | | | 9.78 | % | | | 5.61 | % | | | 24.68 | % | | | 7.48 | % | | | 6.74 | %(5) |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 23,424 | | | $ | 14,751 | | | $ | 9,530 | | | $ | 22,195 | | | $ | 19,288 | |
Ratio of expenses to average net assets with waivers and/or reimbursements net of amounts recouped | | | 1.10 | % | | | 1.18 | % | | | 1.23 | % | | | 1.23 | % | | | 1.23 | %(6) |
Ratio of expenses to average net assets without waivers and/or reimbursements net of amounts recouped | | | 1.10 | % | | | 1.11 | % | | | 1.27 | % | | | 1.39 | % | | | 1.38 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.47 | % | | | 0.84 | % | | | 0.62 | % | | | 1.07 | % | | | 1.15 | %(6) |
Portfolio turnover rate(7) | | | 129 | % | | | 104 | % | | | 85 | % | | | 31 | % | | | 41 | %(5) |
(1) | Commencement of operations. |
(2) | The selected per share data is calculated based on the average shares outstanding method for the period. |
(3) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(4) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total investment return does not reflect any applicable sales charge. |
(7) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the financial statements.
65
SGI U.S. LARGE CAP EQUITY FUND
Financial Highlights (continued)
Contained below is per share operating performance data for Class C Shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | Class C Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Period December 31, 2015(1) to August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 17.79 | | | $ | 17.59 | | | $ | 15.15 | | | $ | 14.51 | | | $ | 13.57 | |
Net investment income/(loss)(2) | | | (0.05 | ) | | | 0.01 | | | | (0.02 | ) | | | 0.04 | | | | 0.03 | |
Net realized and unrealized gain/(loss) on investments(3) | | | 1.71 | | | | 0.74 | | | | 3.48 | | | | 0.93 | | | | 0.91 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.66 | | | | 0.75 | | | | 3.46 | | | | 0.97 | | | | 0.94 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.03 | ) | | | — | | | | (0.06 | ) | | | (0.11 | ) | | | — | |
Net realized capital gains | | | (0.31 | ) | | | (0.55 | ) | | | (0.96 | ) | | | (0.22 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.34 | ) | | | (0.55 | ) | | | (1.02 | ) | | | (0.33 | ) | | | — | |
Net asset value, end of period | | $ | 19.11 | | | $ | 17.79 | | | $ | 17.59 | | | $ | 15.15 | | | $ | 14.51 | |
Total investment return/(loss)(4) | | | 9.47 | % | | | 4.78 | % | | | 23.80 | % | | | 6.74 | % | | | 6.93 | %(5) |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,915 | | | $ | 2,350 | | | $ | 1,916 | | | $ | 1,226 | | | $ | 373 | |
Ratio of expenses to average net assets with waivers and/or reimbursements net of amounts recouped | | | 1.85 | % | | | 1.93 | % | | | 1.98 | % | | | 1.98 | % | | | 1.99 | %(6) |
Ratio of expenses to average net assets without waivers and/or reimbursements net of amounts recouped | | | 1.85 | % | | | 1.86 | % | | | 2.00 | % | | | 2.15 | % | | | 2.16 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | (0.26 | )% | | | 0.07 | % | | | (0.11 | )% | | | 0.30 | % | | | 0.32 | %(6) |
Portfolio turnover rate(7) | | | 129 | % | | | 104 | % | | | 85 | % | | | 31 | % | | | 41 | %(5) |
(1) | Commencement of operations. |
(2) | The selected per share data is calculated based on the average shares outstanding method for the period. |
(3) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(4) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(7) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the financial statements.
66
SGI U.S. SMALL CAP EQUITY FUND
Financial Highlights (continued)
Contained below is per share operating performance data for Class I Shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | Class I Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Period March 31, 2016(1) to August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.49 | | | $ | 13.82 | | | $ | 12.39 | | | $ | 10.83 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | 0.07 | | | | 0.14 | | | | (0.01 | ) | | | 0.04 | | | | 0.02 | |
Net realized and unrealized gain/(loss) on investments(3) | | | (1.40 | ) | | | (1.89 | ) | | | 2.61 | | | | 1.57 | | | | 0.81 | |
Net increase/(decrease) in net assets resulting from operations | | | (1.33 | ) | | | (1.75 | ) | | | 2.60 | | | | 1.61 | | | | 0.83 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.13 | ) | | | (0.04 | ) | | | (0.05 | ) | | | (0.05 | ) | | | — | |
Net realized capital gains | | | — | | | | (0.54 | ) | | | (1.12 | ) | | | — | (7) | | | — | |
Total dividends and distributions to shareholders | | | (0.13 | ) | | | (0.58 | ) | | | (1.17 | ) | | | (0.05 | ) | | | — | |
Net asset value, end of period | | $ | 10.03 | | | $ | 11.49 | | | $ | 13.82 | | | $ | 12.39 | | | $ | 10.83 | |
Total investment return/(loss)(4) | | | (11.75 | )% | | | (12.43 | )% | | | 22.26 | % | | | 14.86 | % | | | 8.30 | %(5) |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 42,830 | | | $ | 33,707 | | | $ | 31,559 | | | $ | 12,919 | | | $ | 10,095 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.23 | % | | | 1.23 | % | | | 1.23 | % | | | 1.23 | % | | | 1.23 | %(6) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.36 | % | | | 1.40 | % | | | 1.60 | % | | | 2.21 | % | | | 4.43 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.68 | % | | | 1.19 | % | | | (0.05 | )% | | | 0.31 | % | | | 0.53 | %(6) |
Portfolio turnover rate(8) | | | 151 | % | | | 145 | % | | | 122 | % | | | 95 | % | | | 0.01 | %(5) |
(1) | Commencement of operations. |
(2) | The selected per share data is calculated based on the average shares outstanding method for the period. |
(3) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(4) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(7) | Amount represents less than $0.005 per share. |
(8) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the financial statements.
67
SGI U.S. SMALL CAP EQUITY FUND
Financial Highlights (continued)
Contained below is per share operating performance data for Class A Shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | Class A Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Period March 31, 2016(1) to August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.46 | | | $ | 13.80 | | | $ | 12.38 | | | $ | 10.83 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | 0.03 | | | | 0.11 | | | | (0.03 | ) | | | 0.01 | | | | 0.01 | |
Net realized and unrealized gain/(loss) on investments(3) | | | (1.38 | ) | | | (1.88 | ) | | | 2.59 | | | | 1.57 | | | | 0.82 | |
Net increase/(decrease) in net assets resulting from operations | | | (1.35 | ) | | | (1.77 | ) | | | 2.56 | | | | 1.58 | | | | 0.83 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.11 | ) | | | (0.03 | ) | | | (0.02 | ) | | | (0.03 | ) | | | — | |
Net realized capital gains | | | — | | | | (0.54 | ) | | | (1.12 | ) | | | — | (7) | | | — | |
Total dividends and distributions to shareholders | | | (0.11 | ) | | | (0.57 | ) | | | (1.14 | ) | | | (0.03 | ) | | | — | |
Net asset value, end of period | | $ | 10.00 | | | $ | 11.46 | | | $ | 13.80 | | | $ | 12.38 | | | $ | 10.83 | |
Total investment return/(loss)(4) | | | (11.95 | )% | | | (12.61 | )% | | | 21.90 | % | | | 14.63 | % | | | 8.30 | %(5) |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 6,905 | | | $ | 3,892 | | | $ | 3,560 | | | $ | 3,132 | | | $ | 2,010 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.48 | % | | | 1.48 | % | | | 1.48 | % | | | 1.48 | % | | | 1.48 | %(6) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.61 | % | | | 1.65 | % | | | 1.86 | % | | | 2.44 | % | | | 4.68 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.32 | % | | | 0.94 | % | | | (0.23 | )% | | | 0.06 | % | | | 0.28 | %(6) |
Portfolio turnover rate(8) | | | 151 | % | | | 145 | % | | | 122 | % | | | 95 | % | | | 0.01 | %(5) |
(1) | Commencement of operations. |
(2) | The selected per share data is calculated based on the average shares outstanding method for the period. |
(3) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(4) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total investment return does not reflect any applicable sales charge. |
(7) | Amount represents less than $0.005 per share. |
(8) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the financial statements.
68
SGI U.S. SMALL CAP EQUITY FUND
Financial Highlights (continued)
Contained below is per share operating performance data for Class C Shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | Class C Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Period March 31, 2016(1) to August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 11.22 | | | $ | 13.59 | | | $ | 12.27 | | | $ | 10.80 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.03 | ) | | | 0.01 | | | | (0.12 | ) | | | (0.08 | ) | | | (0.02 | ) |
Net realized and unrealized gain/(loss) on investments(3) | | | (1.37 | ) | | | (1.84 | ) | | | 2.56 | | | | 1.55 | | | | 0.82 | |
Net increase/(decrease) in net assets resulting from operations | | | (1.40 | ) | | | (1.83 | ) | | | 2.44 | | | | 1.47 | | | | 0.80 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized capital gains | | | (0.07 | ) | | | (0.54 | ) | | | (1.12 | ) | | | — | (7) | | | — | |
Total dividends and distributions to shareholders | | | (0.07 | ) | | | (0.54 | ) | | | (1.12 | ) | | | — | (7) | | | — | |
Net asset value, end of period | | $ | 9.75 | | | $ | 11.22 | | | $ | 13.59 | | | $ | 12.27 | | | $ | 10.80 | |
Total investment return/(loss)(4) | | | (12.57 | )% | | | (13.30 | )% | | | 21.05 | % | | | 13.63 | % | | | 8.00 | %(5) |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 102 | | | $ | 114 | | | $ | 200 | | | $ | 168 | | | $ | 26 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 2.23 | % | | | 2.23 | % | | | 2.23 | % | | | 2.23 | % | | | 2.23 | %(6) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 2.36 | % | | | 2.40 | % | | | 2.61 | % | | | 2.89 | % | | | 5.43 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | (0.29 | )% | | | 0.09 | % | | | (0.95 | )% | | | (0.67 | )% | | | (0.47 | )%(6) |
Portfolio turnover rate(8) | | | 151 | % | | | 145 | % | | | 122 | % | | | 95 | % | | | 0.01 | %(5) |
(1) | Commencement of operations. |
(2) | The selected per share data is calculated based on the average shares outstanding method for the period. |
(3) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(4) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(7) | Amount represents less than $0.005 per share. |
(8) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the financial statements.
69
SGI GLOBAL EQUITY FUND
Financial Highlights (CONTINUED)
Contained below is per share operating performance data for Class I shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the respective periods. This information has been derived from information provided in the financial statements. |
| | Class I Shares | |
| | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2019 | | | For the Year Ended August 31, 2018 | | | For the Year Ended August 31, 2017 | | | For the Year Ended August 31, 2016 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 32.62 | | | $ | 30.30 | | | $ | 27.20 | | | $ | 24.93 | | | $ | 28.29 | |
Net investment income/(loss)(1) | | | 0.41 | | | | 0.53 | | | | 0.35 | | | | 0.06 | | | | (0.19 | ) |
Net realized and unrealized gain/(loss) on investments | | | 1.06 | | | | 2.20 | | | | 2.75 | | | | 2.21 | | | | (1.25 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.47 | | | | 2.73 | | | | 3.10 | | | | 2.27 | | | | (1.44 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.85 | ) | | | (0.41 | ) | | | — | | | | — | | | | — | |
Net realized capital gains | | | (0.31 | ) | | | — | | | | — | | | | — | | | | (1.93 | ) |
Total dividends and distributions to shareholders | | | (1.16 | ) | | | (0.41 | ) | | | — | | | | — | | | | (1.93 | ) |
Redemption fees added to paid-in capital(1) | | | — | (2) | | | — | (2) | | | — | (2) | | | — | (2) | | | 0.01 | |
Net asset value, end of period | | $ | 32.93 | | | $ | 32.62 | | | $ | 30.30 | | | $ | 27.20 | | | $ | 24.93 | |
Total investment return/(loss)(3) | | | 4.53 | % | | | 9.18 | % | | | 11.36 | % | | | 9.15 | % | | | (5.44 | )% |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 58,262 | | | $ | 21,520 | | | $ | 19,530 | | | $ | 22,765 | | | $ | 64,378 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 0.84 | % | | | 0.84 | % | | | 0.84 | % | | | 0.84 | % | | | 0.84 | % |
Ratio of expenses to average net assets without waivers and reimbursements | | | 0.98 | % | | | 1.11 | % | | | 1.25 | % | | | 1.32 | % | | | 1.13 | % |
Ratio of net investment income/(loss) to average net assets | | | 1.32 | % | | | 1.75 | % | | | 1.19 | % | | | 0.26 | % | | | (0.76 | )% |
Portfolio turnover rate (4) | | | 122 | % | | | 74 | % | | | 44 | % | | | 247 | % | | | 375 | % |
(1) | The selected per share data was calculated based on average shares outstanding method for the period. |
(2) | Amount represents less than $0.005 per share. |
(3) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
(4) | Portfolio turnover rate is calculated for the Fund, as a whole, for the entire period. |
The accompanying notes are an integral part of the financial statements.
70
SGI CONSERVATIVE FUND
Financial Highlights (CONTINUED)
Contained below is per share operating performance data for Class I shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the period. This information has been derived from information provided in the financial statements. |
| | Class I Shares | |
| | FOR THE PERIOD JUNE 8, 2020 TO AUGUST 31, 2020 | |
Per Share Operating Performance | | | | |
Net asset value, beginning of period | | $ | 10.00 | |
Net investment income/(loss)(2) | | | 0.00 | |
Net realized and unrealized gain/(loss) on investments(3) | | | 0.34 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.34 | |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | — | |
Net realized capital gains | | | — | |
Total dividends and distributions to shareholders | | | — | |
Net asset value, end of period | | $ | 10.34 | |
Total investment return/(loss)(4) | | | 3.40 | %(6) |
| | | | |
Ratios/Supplemental Data | | | | |
Net assets, end of period (000’s omitted) | | $ | 655 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.70 | %(5) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 16.08 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (0.09 | )%(5) |
Portfolio turnover rate | | | 65 | %(6) |
(1) | The Fund commenced investment operations on June 8, 2020. |
(2) | The selected per share data was calculated based on average shares outstanding method for the period. |
(3) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(4) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
The accompanying notes are an integral part of the financial statements.
71
SGI PRUDENT GROWTH FUND
Financial Highlights (CONTINUED)
Contained below is per share operating performance data for Class I shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the period. This information has been derived from information provided in the financial statements. |
| | Class I Shares | |
| | FOR THE PERIOD JUNE 8, 2020 TO AUGUST 31, 2020 | |
Per Share Operating Performance | | | | |
Net asset value, beginning of period | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.03 | ) |
Net realized and unrealized gain/(loss) on investments(3) | | | 0.63 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.60 | |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | — | |
Net realized capital gains | | | — | |
Total dividends and distributions to shareholders | | | — | |
Net asset value, end of period | | $ | 10.60 | |
Total investment return/(loss)(4) | | | 6.00 | %(6) |
| | | | |
Ratios/Supplemental Data | | | | |
Net assets, end of period (000’s omitted) | | $ | 6,408 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.70 | %(5) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 3.97 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (1.08 | )%(5) |
Portfolio turnover rate | | | 6 | %(6) |
(1) | The Fund commenced investment operations on June 8, 2020. |
(2) | The selected per share data was calculated based on average shares outstanding method for the period. |
(3) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(4) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
The accompanying notes are an integral part of the financial statements.
72
SGI PEAK GROWTH FUND
Financial Highlights (concluded)
Contained below is per share operating performance data for Class I shares outstanding, total investment return/(loss), ratios to average net assets and other supplemental data for the period. This information has been derived from information provided in the financial statements. |
| | Class I Shares | |
| | FOR THE PERIOD JUNE 8, 2020 TO AUGUST 31, 2020 | |
Per Share Operating Performance | | | | |
Net asset value, beginning of period | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.04 | ) |
Net realized and unrealized gain/(loss) on investments(3) | | | 0.98 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.94 | |
Dividends and distributions to shareholders from: | | | | |
Net investment income | | | — | |
Net realized capital gains | | | — | |
Total dividends and distributions to shareholders | | | — | |
Net asset value, end of period | | $ | 10.94 | |
Total investment return/(loss)(4) | | | 9.40 | %(6) |
| | | | |
Ratios/Supplemental Data | | | | |
Net assets, end of period (000’s omitted) | | $ | 7,327 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.70 | %(5) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 3.52 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (1.58 | )%(5) |
Portfolio turnover rate | | | 5 | %(6) |
(1) | The Fund commenced investment operations on June 8, 2020. |
(2) | The selected per share data was calculated based on average shares outstanding method for the period. |
(3) | The amount shown may not correlate with the change in the aggregate gains and losses due to the timing of sales and purchases of the Fund’s shares in relation to fluctuating market values for the Fund’s portfolio. |
(4) | Total investment return/(loss) is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. |
The accompanying notes are an integral part of the financial statements.
73
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements
August 31, 2020
1. Organization and Significant Accounting Policies
The RBB Fund, Inc. (“RBB” or the “Company”) was incorporated under the laws of the State of Maryland on February 29, 1988 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”) as an open-end management investment company. RBB is a “series fund,” which is a mutual fund divided into separate portfolios. Each portfolio is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. Currently, RBB has thirty-five separate investment portfolios, including the SGI U.S. Large Cap Equity Fund, the SGI U.S. Small Cap Equity Fund, the SGI Global Equity Fund, the SGI Conservative Fund, the SGI Prudent Growth Fund and the SGI Peak Growth Fund (each a “Fund” and, collectively, the “Funds”). The SGI U.S. Large Cap Equity Fund and the SGI U.S. Small Cap Equity Fund commenced investment operations on February 29, 2012 and March 31, 2016, respectively. The SGI Conservative Fund, the SGI Prudent Growth Fund and the SGI Peak Growth Fund commenced investment operations on June 8, 2020.
The Dynamic U.S. Growth Fund (the “Predecessor Fund”), a series of Scotia Institutional Funds, transferred all of its assets and liabilities to the SGI Global Equity Fund in a tax-free reorganization (the “Reorganization”). The Reorganization occurred at the close of business on March 21, 2014. The Predecessor Fund commenced operations on March 31, 2009. As a result of the Reorganization, the performance and accounting history of the Predecessor Fund was assumed by the Fund. Effective January 3, 2017, Summit Global Investments, LLC (“Summit” or the “Adviser”) took over management of the Fund from its predecessor investment manager.
As of the end of the reporting period, the SGI U.S. Large Cap Equity Fund, the SGI U.S. Small Cap Equity Fund and the SGI Global Equity Fund all offer three classes of shares: Class I Shares, Class A Shares and Class C Shares; the SGI Conservative Fund, the SGI Prudent Growth Fund and the SGI Peak Growth Fund all offer one class of shares; Class I Shares. As of the end of the reporting period, Class A Shares and Class C Shares of the SGI Global Equity Fund were not yet operational.
RBB has authorized capital of one hundred billion shares of common stock of which 87.823 billion shares are currently classified into one hundred and eighty-nine classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The investment objective of the SGI U.S. Large Cap Equity Fund is to outperform the S&P 500® Index over a market cycle while reducing overall volatility. The investment objective of the SGI U.S. Small Cap Equity Fund is to outperform the Russell 2000® Index over a market cycle while reducing overall volatility. The investment objective of each of the SGI Global Equity Fund, the SGI Conservative Fund, the SGI Prudent Growth Fund and the SGI Peak Growth Fund is to seek long-term capital appreciation.
The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services - Investment Companies.”
The end of the reporting period for the Funds is August 31, 2020, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2020 (the “current fiscal period”).
Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Funds are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities are valued using an independent pricing service, which considers such factors as security prices, yields, maturities and ratings, and are deemed representative of market values at the close of the market. Investments in Exchange-Traded Funds (“ETFs”) are valued at their last reported sale price. Investments in other open-end investment companies, if any, are valued
74
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2020
based on the NAV of those investment companies (which may use fair value pricing as disclosed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by The RBB Fund, Inc.’s Board of Directors (the “Board”). Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure the fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:
| ● Level 1 — | Prices are determined using quoted prices in active markets for identical securities. |
| ● Level 2 — | Prices are determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| ● Level 3 — | Prices are determined using significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments). |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of the end of the reporting period, in valuing each Funds’ investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
SGI U.S. Large Cap Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 566,277,427 | | | $ | 566,277,427 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 16,954,809 | | | | 16,954,809 | | | | — | | | | — | |
Total Investments* | | $ | 583,232,236 | | | $ | 583,232,236 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI U.S. Small Cap Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 45,350,067 | | | $ | 45,350,067 | | | $ | — | | | $ | — | |
Exchange-Traded Funds | | | 998,976 | | | | 998,976 | | | | — | | | | — | |
Short-Term Investments | | | 3,555,573 | | | | 3,555,573 | | | | — | | | | — | |
Total Investments* | | $ | 49,904,616 | | | $ | 49,904,616 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI Global Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 51,478,478 | | | $ | 51,478,478 | | | $ | — | | | $ | — | |
Exchange-Traded Funds | | | 1,699,803 | | | | 1,699,803 | | | | — | | | | — | |
Short-Term Investments | | | 5,010,311 | | | | 5,010,311 | | | | — | | | | — | |
Total Investments* | | $ | 58,188,592 | | | $ | 58,188,592 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI CONSERVATIVE Fund | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 551,325 | | | $ | 551,325 | | | $ | — | | | $ | — | |
Mutual Funds | | | 59,029 | | | | 59,029 | | | | — | | | | — | |
Short-Term Investments | | | 30,608 | | | | 30,608 | | | | — | | | | — | |
Total Investments* | | $ | 640,962 | | | $ | 640,962 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
75
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2020
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
SGI PRUDENT GROWTH Fund | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 2,927,327 | | | $ | 2,927,327 | | | $ | — | | | $ | — | |
Mutual Funds | | | 3,334,408 | | | | 3,334,408 | | | | — | | | | — | |
Short-Term Investments | | | 139,360 | | | | 139,360 | | | | — | | | | — | |
Total Investments* | | $ | 6,401,095 | | | $ | 6,401,095 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI PEAK GROWTH FUND | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 1,159,285 | | | $ | 1,159,285 | | | $ | — | | | $ | — | |
Mutual Funds | | | 5,945,867 | | | | 5,945 ,867 | | | | | | | | | |
Short-Term Investments | | | 155,767 | | | | 155,767 | | | | — | | | | — | |
Total Investments* | | $ | 7,260,919 | | | $ | 7,260,919 | | | $ | — | | | $ | — | |
* | Please refer to Portfolio of Investments for further details. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A reconciliation of Level 3 investments is presented only if a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all Level 3 transfers are disclosed if the Fund had an amount of total Level 3 transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
During the current fiscal period, the Fund had no Level 3 transfers.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be significant.
Investment Transactions, Investment Income and Expenses — The Funds record security transactions based on trade date for financial reporting purposes. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes in determining realized gains and losses on investments. Interest income (including amortization of premiums and accretion of discounts) is accrued when earned. Dividend income is recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Funds’ investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day. Expenses incurred on behalf of a specific class, fund or fund family of the Company are charged directly to
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SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2020
the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory and administration fees, are accrued daily and taken into account for the purpose of determining the NAV of the Funds.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and recorded on the ex-dividend date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
U.S. tax status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Coronavirus (COVID-19) pandemic — The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers are not known. The operational and financial performance of the issuers of securities in which the Funds invest depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.
Cash and Cash Equivalents — Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value.
Other — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and, therefore, cannot be estimated; however, the Funds expect the risk of material loss from such claims to be remote.
2. Investment Adviser and Other Services
Summit serves as the investment adviser to each Fund. Each Fund compensates the Adviser for its services at an annual rate based on each Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears, as shown in the following table.
The Adviser has contractually agreed to waive advisory fees and/or reimburse expenses to the extent that total annual Fund operating expenses (excluding certain items discussed below) exceed the rates (“Expense Caps”) shown in the following table of each Fund’s average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause total annual Fund operating expenses to exceed the Expense Caps as applicable: acquired fund fees and expenses, brokerage commissions, extraordinary expenses, interest and taxes. This contractual limitation is in effect until February 28, 2021 for the SGI U.S. Large Cap Equity Fund, the SGI U.S. Small Cap Equity Fund and the SGI Global Equity Fund and until December 31, 2021 for the SGI Conservative Fund, the SGI Prudent Growth Fund and the SGI Peak Growth Fund and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after the Funds’ respective contractual limitation expiration dates.
FUND | | ADVISORY FEE | | | EXPENSE CAPS | |
| | | | | | CLASS I | | | CLASS A | | | CLASS C | |
SGI U.S. Large Cap Equity Fund | | | 0.70 | % | | | 0.98 | % | | | 1.23 | % | | | 1.98 | % |
SGI U.S. Small Cap Equity Fund | | | 0.95 | | | | 1.23 | | | | 1.48 | | | | 2.23 | |
SGI Global Equity Fund | | | 0.70 | | | | 0.84 | | | | 1.09 | | | | 1.84 | |
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SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2020
FUND | | ADVISORY FEE | | | EXPENSE CAPS | |
| | | | | | CLASS I | | | CLASS A | | | CLASS C | |
SGI Conservative Fund | | | 0.75 | % | | | 1.70 | % | | | — | % | | | — | % |
SGI Prudent Growth Fund | | | 0.75 | | | | 1.70 | | | | — | | | | — | |
SGI Peak Growth Fund | | | 0.75 | | | | 1.70 | | | | — | | | | — | |
If at any time a Fund’s total annual Fund operating expenses for a year are less than the relevant share class’ Expense Cap, the Adviser is entitled to recoup from the Fund the advisory fees forgone and other payments remitted by the Adviser to the Fund within three years from the date on which such waiver or reimbursement was made, provided such recoupment does not cause the Fund to exceed the relevant share class’ Expense Cap that was in effect at the time of the waiver or reimbursement.
During the current fiscal period, investment advisory fees accrued, waived and/or reimbursed and recoupments were as follows:
FUND | | Gross Advisory Fees | | | Waivers AND/OR Reimbursements | | | RECOUPMENTS | | | Net Advisory Fees | |
SGI U.S. Large Cap Equity Fund | | $ | 3,816,945 | | | $ | — | | | $ | — | | | $ | 3,816,945 | |
SGI U.S. Small Cap Equity Fund | | | 420,162 | | | | (58,188 | ) | | | — | | | | 361,974 | |
SGI Global Equity Fund | | | 248,259 | | | | (50,894 | ) | | | — | | | | 197,365 | |
SGI Conservative Fund | | | 1,619 | | | | (32,032 | ) | | | — | | | | (30,413 | ) |
SGI Prudent Growth Fund | | | 7,723 | | | | (25,050 | ) | | | — | | | | (17,327 | ) |
SGI Peak Growth Fund | | | 9,066 | | | | (20,342 | ) | | | — | | | | (11,276 | ) |
As of the end of the reporting period, the Funds had amounts available for recoupment by the Adviser as follows:
| | EXPIRATION | |
FUND | | August 31, 2021 | | | August 31, 2022 | | | August 31, 2023 | |
SGI U.S. Small Cap Equity Fund | | $ | 87,054 | | | $ | 61,230 | | | $ | 58,188 | |
SGI Global Equity Fund | | | 87,592 | | | | 54,073 | | | | 50,894 | |
SGI Conservative Fund | | | — | | | | — | | | | 32,032 | |
SGI Prudent Growth Fund | | | — | | | | — | | | | 25,050 | |
SGI Peak Growth Fund | | | — | | | | — | | | | 20,342 | |
U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, serves as administrator for the Funds. For providing administrative and accounting services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Fund Services serves as the Funds’ transfer and dividend disbursing agent. For providing transfer agent services, Fund Services is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
U.S. Bank, N.A. (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum and out of pocket expenses.
Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar” or “Distributor”), the Funds’ distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new distribution agreement to enable Quasar to continue serving as the Funds’ distributor.
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SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
August 31, 2020
For compensation amounts paid to Fund Services and the Custodian, please refer to the Statements of Operations.
The Board has adopted a Plan of Distribution (the “Plan”) for the Class A Shares and Class C Shares of the Funds pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Distributor is entitled to receive from each Fund a distribution fee with respect to the Shares, which is accrued daily and paid monthly, of up to 0.25% on an annualized basis of the average daily net assets of the Class A Shares and and up to 1.00% on an annualized basis of the average daily net assets of the Class C Shares. The actual amount of such compensation under the Plan is agreed upon by the Board and by the Distributor. Because these fees are paid out of each Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. Amounts paid to the Distributor under the Plan may be used by the Distributor to cover expenses that are related to (i) the sale of the Shares, (ii) ongoing servicing and/or maintenance of the accounts of shareholders, and (iii) sub-transfer agency services, subaccounting services or administrative services related to the sale of the Shares, all as set forth in each Fund’s 12b-1 Plan.
3. DIRECTOR AND OFFICER Compensation
The Directors of the Company receive an annual retainer and meeting fees for meetings attended. An employee of Vigilant Compliance, LLC serves as President and Chief Compliance Officer of the Company. Vigilant Compliance, LLC is compensated for the services provided to the Company. Employees of RBB serve as Treasurer, Secretary and Director of Marketing & Business Development of the Company. They are compensated for services provided. Certain employees of Fund Services serve as officers of the Company. They are not compensated by the Funds or the Company. For Director and Officer compensation amounts, please refer to the Statements of Operations.
4. Purchases and Sales of Investment Securities
During the current fiscal period, aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:
FUND | | Purchases | | | Sales | |
SGI U.S. Large Cap Equity Fund | | $ | 692,019,207 | | | $ | 670,991,758 | |
SGI U.S. Small Cap Equity Fund | | | 78,624,310 | | | | 63,088,753 | |
SGI Global Equity Fund | | | 68,692,994 | | | | 40,530,356 | |
SGI Conservative Fund | | | 1,215,195 | | | | 636,734 | |
SGI Prudent Growth Fund | | | 6,258,484 | | | | 302,896 | |
SGI Peak Growth Fund | | | 6,837,416 | | | | 330,511 | |
There were no purchases or sales of long-term U.S. Government securities during the current fiscal period.
5. Federal Income Tax Information
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
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SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
August 31, 2020
As of August 31, 2020, the federal tax cost and aggregate gross unrealized appreciation and depreciation of investments held by each Fund were as follows:
FUND | | Federal Tax Cost | | | Unrealized Appreciation | | | Unrealized (Depreciation) | | | Net Unrealized Appreciation/ (Depreciation) | |
SGI U.S. Large Cap Equity Fund | | $ | 455,593,150 | | | $ | 133,883,925 | | | $ | (6,244,839 | ) | | $ | 127,639,086 | |
SGI U.S. Small Cap Equity Fund | | | 45,065,419 | | | | 6,564,834 | | | | (1,725,637 | ) | | | 4,839,197 | |
SGI Global Equity Fund | | | 51,030,049 | | | | 8,342,635 | | | | (1,184,092 | ) | | | 7,158,543 | |
SGI Conservative Fund | | | 624,373 | | | | 16,606 | | | | (17 | ) | | | 16,589 | |
SGI Prudent Growth Fund | | | 6,095,774 | | | | 311,961 | | | | (6,640 | ) | | | 305,321 | |
SGI Peak Growth Fund | | | 6,664,167 | | | | 599,212 | | | | (2,460 | ) | | | 596,752 | |
The difference between the book basis and tax basis cost and aggregate gross unrealized appreciation and depreciation of investments is attributable primarily to timing differences related to wash sales and investments in PFICs.
Distributions to shareholders, if any, from net investment income and realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. Any permanent differences resulting from different book and tax treatment are reclassified at year-end and have no impact on net income, NAV or NAV per share of the Funds.
Permanent differences as of August 31, 2020, primarily attributable to Partnerships and Distribution in Excess for the SGI U.S. Small Cap Equity Fund and net operating losses for the SGI Peak Growth Fund, respectively, were reclassified among the following accounts:
| | Distributable Earnings/(loss) | | | Paid-in Capital | |
SGI U.S. Small Cap Equity Fund | | $ | 89,829 | | | $ | (89,829 | ) |
SGI Peak Growth Fund | | | 2,283 | | | | (2,283 | ) |
As of August 31, 2020, the components of distributable earnings on a tax basis were as follows:
FUND | | Undistributed Ordinary Income | | | Capital Loss Carry Forward | | | Qualified late-year loss deferral | | | OTHER TEMPORARY DIFFERENCES | | | Unrealized Appreciation/ (Depreciation) | |
SGI U.S. Large Cap Equity Fund | | $ | 1,669,664 | | | $ | — | | | $ | (13,830,924 | ) | | $ | — | | | $ | 127,639,086 | |
SGI U.S. Small Cap Equity Fund | | | — | | | | (11,622,771 | ) | | | — | | | | — | | | | 4,839,197 | |
SGI Global Equity Fund | | | 139,771 | | | | — | | | | (1,717,965 | ) | | | — | | | | 7,158,543 | |
SGI Conservative Fund | | | 15,108 | | | | — | | | | — | | | | — | | | | 16,589 | |
SGI Prudent Growth Fund | | | 2,093 | | | | — | | | | — | | | | (12,353 | ) | | | 305,321 | |
SGI Peak Growth Fund | | | — | | | | — | | | | — | | | | (15,359 | ) | | | 596,752 | |
The differences between the book and tax basis components of distributable earnings relate primarily to wash sales and investments in publicly traded partnerships.
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SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (concluded)
August 31, 2020
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2020 and August 31, 2019 were as follows:
FUND | | Ordinary Income | | | Long-Term Gains | | | Total | |
SGI U.S. Large Cap Equity Fund | 2020 | | $ | 7,409,283 | | | $ | 7,493,904 | | | $ | 14,903,187 | |
| 2019 | | | 9,549,200 | | | | 7,968,475 | | | | 17,517,675 | |
SGI U.S. Small Cap Equity Fund | 2020 | | | 502,870 | | | | — | | | | 502,870 | |
| 2019 | | | 348,578 | | | | 1,310,032 | | | | 1,658,610 | |
SGI Global Equity Fund | 2020 | | | 723,090 | | | | 262,840 | | | | 985,930 | |
| 2019 | | | 258,783 | | | | — | | | | 258,783 | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. As of August 31, 2020, the SGI U.S. Small Cap Equity Fund had $8,157,115 of short-term and $3,465,656 of long-term capital loss carryovers, respectively.
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and August 31 and late year ordinary losses ((i) ordinary losses between January 1 and August 31, and (ii) specified ordinary and currency losses between November 1 and August 31) as occurring on the first day of the following tax year. For the fiscal year ended August 31, 2020, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2020. SGI U.S. Large Cap Equity Fund and SGI Global Equity Fund deferred qualified late-year losses of $13,830,924 and $1,717,965, respectively, which will be treated as arising on the first business day of the following fiscal year.
6. NEW ACCOUNTING PRONOUNCEMENTS and regulatory updates
In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all affected entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An affected entity is permitted to adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of additional disclosures, which are required for public companies only, until their effective date. Management evaluated the impact of these changes on the Funds’ financial statements and has elected to early adopt the removed and modified disclosures effective February 28, 2019 for the SGI U.S. Large Cap Equity Fund, the SGI U.S. Small Cap Equity Fund and the SGI Global Equity Fund and effective June 8, 2020 for the SGI Conservative Fund, the SGI Prudent Growth Fund and the SGI Peak Growth Fund and delay the adoption of additional disclosures until the effective date. The impact of adoption was limited to changes in the financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
7. SUBSEQUENT EVENTS
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no significant events requiring recognition or disclosure in the financial statements.
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SUMMIT GLOBAL INVESTMENTS
Report of Independent Registered Public Accounting Firm
To the Board of Directors of The RBB Fund, Inc. and
Shareholders of SGI U.S. Large Cap Equity Fund, SGI U.S. Small Cap Equity Fund, SGI Global Equity Fund,
SGI Conservative Fund, SGI Prudent Growth Fund and SGI Peak Growth Fund
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities of SGI U.S. Large Cap Equity Fund, SGI U.S. Small Cap Equity Fund, SGI Global Equity Fund, SGI Conservative Fund, SGI Prudent Growth Fund and SGI Peak Growth Fund (collectively referred to as the “Funds”) (six of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the portfolios of investments, as of August 31, 2020, and the related statements of operations, the statements of changes in net assets, and the financial highlights for each of the periods indicated in the table below 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 each of the Funds (six of the portfolios constituting The RBB Fund, Inc.) at August 31, 2020, and the results of their operations, changes in net assets and financial highlights for each of the periods indicated in the table below, in conformity with U.S. generally accepted accounting principles.
Individual portfolio constituting The RBB Fund, Inc. | Statement of operations | Statements of changes in net assets | Financial highlights |
SGI U.S. Large Cap Equity Fund | For the year ended August 31, 2020 | For each of the two years in the period ended August 31, 2020 | For each of the five years in the period ended August 31, 2020 |
SGI U.S. Small Cap Equity Fund | For the year ended August 31, 2020 | For each of the two years in the period ended August 31, 2020 | For each of the four years in the period ended August 31, 2020 and the period March 31, 2016 (commencement of operations) to August 31, 2016 |
SGI Global Equity Fund | For the year ended August 31, 2020 | For each of the two years in the period ended August 31, 2020 | For each of the three years in the period ended August 31, 2020 |
SGI Conservative Fund, SGI Prudent Growth Fund and SGI Peak Growth Fund | For the period June 8, 2020 (commencement of operations) to August 31, 2020 |
The financial highlights of SGI Global Equity Fund, for each of the periods presented through August 31, 2017, were audited by other auditors whose report dated October 27, 2017, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on each of the Funds’ 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 Company in accordance with the U.S. federal securities laws 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.
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SUMMIT GLOBAL INVESTMENTS
Report of Independent Registered Public Accounting Firm (concluded)
Our audits included performing procedures to assess the risks 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 August 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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.
We have served as the auditor of one or more Summit Global Investments investment companies since 2012.
Philadelphia, Pennsylvania
October 30, 2020
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SUMMIT GLOBAL INVESTMENTS
Shareholder Tax Information (Unaudited)
Certain tax information is required to be provided to shareholders based upon the Funds’ income and distributions for the taxable year ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2020. During the fiscal year ended August 31, 2020, the tax character of distributions paid by the Fund’s were as follows:
| | | | | | Ordinary Income Dividend | | | Long-Term Capital Gain Dividends | |
SGI U.S. Large Cap Equity Fund | | | 2020 | | | $ | 7,409,283 | | | $ | 7,493,904 | |
SGI U.S. Small Cap Equity Fund | | | 2020 | | | | 502,870 | | | | — | |
SGI Global Equity Fund | | | 2020 | | | | 723,090 | | | | 262,840 | |
Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, the following percentages of ordinary dividends paid during the fiscal year ended August 31, 2020 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
SGI U.S. Large Cap Equity Fund | | | 86.36 | % |
SGI U.S. Small Cap Equity Fund | | | 99.63 | % |
SGI Global Equity Fund | | | 100.00 | % |
SGI Conservative Fund | | | 0.00 | % |
SGI Prudent Growth Fund | | | 0.00 | % |
SGI Peak Growth Fund | | | 0.00 | % |
The percentage of total ordinary income dividends paid qualifying for corporate dividends received deduction for each Fund is as follows:
SGI U.S. Large Cap Equity Fund | | | 85.31 | % |
SGI U.S. Small Cap Equity Fund | | | 97.50 | % |
SGI Global Equity Fund | | | 57.43 | % |
SGI Conservative Fund | | | 0.00 | % |
SGI Prudent Growth Fund | | | 0.00 | % |
SGI Peak Growth Fund | | | 0.00 | % |
The percentage of qualified interest income related dividends not subject to withholding tax for non-resident aliens and foreign corporations is as follows:
SGI U.S. Large Cap Equity Fund | | | 0.00 | % |
SGI U.S. Small Cap Equity Fund | | | 0.00 | % |
SGI Global Equity Fund | | | 0.00 | % |
SGI Conservative Fund | | | 0.00 | % |
SGI Prudent Growth Fund | | | 0.00 | % |
SGI Peak Growth Fund | | | 0.00 | % |
84
SUMMIT GLOBAL INVESTMENTS
Shareholder Tax Information (Unaudited) (concluded)
The percentage of ordinary income distributions designated as qualified short-term gains pursuant to the American Job Creation Act of 2004 is as follows:
SGI U.S. Large Cap Equity Fund | | | 21.28 | % |
SGI U.S. Small Cap Equity Fund | | | 0.00 | % |
SGI Global Equity Fund | | | 0.00 | % |
SGI Conservative Fund | | | 0.00 | % |
SGI Prudent Growth Fund | | | 0.00 | % |
SGI Peak Growth Fund | | | 0.00 | % |
Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2019. The second notification, which will reflect the amount, if any, to be used by calendar year taxpayers on their U.S. federal income tax returns, will be made in conjunction with Form 1099-DIV and will be mailed in January 2021.
Foreign shareholders will generally be subject to U.S. withholding tax on the amount of their ordinary income dividends. They will generally not be entitled to a foreign tax credit or deduction for the withholding taxes paid by the Funds, if any.
In general, dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.
Shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Funds.
85
SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited)
Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve-month period ended June 30 are available without charge, upon request, by calling (855) 744-8500 and on the SEC’s website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Company files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended November 30 and May 31) as an exhibit to its report on Form N-PORT. The Company’s Form N-PORT is available on the SEC’s website at http://www.sec.gov.
Investment Advisory Agreement renewal – SGI U.S. LARGE CAP EQUITY FUND, SGI U.S. SMALL CAP EQUITY FUND, and SGI GLOBAL EQUITY FUND
As required by the 1940 Act, the Board, including all of the Directors who are not “interested persons” of the Company, as that term is defined in the 1940 Act (the “Independent Directors”), considered the renewal of the investment advisory agreement between Summit and the Company (the “Investment Advisory Agreement”) on behalf of the SGI U.S. Large Cap Equity Fund, SGI U.S. Small Cap Equity Fund and the SGI Global Equity Fund (for this section only, the “Funds”), at a meeting of the Board held on May 13-14, 2020 (for this section only, the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an additional one-year term. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment to continue the existing arrangement. In approving the Investment Advisory Agreement, the Board considered information provided by Summit with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal and approval of the Investment Advisory Agreements between the Company and Summit with respect to the Funds, the Directors took into account all the materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Summit’s services provided to the Funds; (ii) descriptions of the experience and qualifications of Summit’s personnel providing those services; (iii) Summit’s investment philosophies and processes; (iv) Summit’s assets under management and client descriptions; (v) Summit’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Summit’s current advisory fee arrangement with the Company and other similarly managed clients; (vii) Summit’s compliance procedures; (viii) Summit’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Funds; (ix) the extent to which economies of scale are relevant to the Funds; (x) a report prepared by Broadridge/Lipper comparing the Funds’ management fees and total expense ratio to those of its respective Lipper Group and comparing the performance of each Fund to the performance of its Lipper Group; and (xi) a report comparing the performance of each Fund to the performance of its benchmark.
As part of their review, the Directors considered the nature, extent and quality of the services provided by Summit. The Directors concluded that Summit had substantial resources to provide services to the Funds and that Summit’s services had been acceptable.
The Directors also considered the investment performance of the Funds and Summit. The Directors considered each Fund’s investment performance in light of its investment objective and investment strategies. The Directors noted that the SGI U.S. Large Cap Equity Fund outperformed its benchmark, the S&P 500 Index, for the year-to-date and three-year periods ended March 31, 2020. The Directors also noted that the SGI U.S. Large Cap Equity Fund ranked in the 1st quintile in its Lipper Performance Group for the two-year and three-year periods ended December 31, 2019.
86
SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited) (CONTINUED)
Next, the Directors noted that the SGI U.S. Small Cap Equity Fund’s investment performance underperformed its benchmark, the Russell 2000 Index, for the year-to-date, one-year, three-year, and since-inception periods ended March 31, 2020. The Directors also noted that the SGI U.S. Small Cap Equity Fund ranked in the 3rd quintile in its Lipper Performance Group for the two-year, three-year and since-inception periods ended December 31, 2019.
Finally, the Directors noted that the SGI Global Equity Fund’s investment performance outperformed its benchmark, the MSCI ACWI Index, for the year-to-date, one-year, three-year, ten-year and since inception periods ended March 31, 2020. The Directors also noted that the SGI Global Equity Fund ranked in the 1st quintile in its Lipper Performance Group for the two-year period ended December 31, 2019.
The Board also considered the advisory fee rate payable by the Funds under the Investment Advisory Agreements. In this regard, information on the fees paid by the Funds and each Fund’s total operating expense ratio (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms.
The Directors noted that the actual advisor fee and total expenses of the SGI U.S. Large Cap Equity Fund ranked in the 5th quintile of the Fund’s Lipper Expense Group.
The Directors noted that the actual advisor fee and total expenses of the SGI U.S. Small Cap Equity Fund ranked in the 5th quintile of the Fund’s Lipper Expense Group.
The Directors noted that the actual advisor fee and total expenses of the SGI Global Equity Fund ranked in the 1st quintile of the Fund’s Lipper Expense Group. The Directors also noted that Summit had contractually agreed to waive management fees and reimburse expenses through at least February 28, 2021 to limit total annual operating expenses to agreed upon levels for each Fund.
After reviewing the information regarding each Fund’s costs, profitability and economies of scale, and after considering SGI’s services, the Directors concluded that the investment advisory fees paid by the Funds were fair and reasonable and that the Investment Advisory Agreements should be approved and continued for an additional one-year period ending August 16, 2021.
Investment Advisory Agreement approval – SGI CONSERVATIVE FUND, SGI PRUDENT GROWTH FUND, and SGI PEAK GROWTH FUND
As required by the 1940 Act, the Board, including all of the Independent Directors, considered the approval of the investment advisory agreement between Summit and the Company (the “Investment Advisory Agreement”) on behalf of the SGI Conservative Fund, SGI Prudent Growth Fund and the SGI Peak Growth Fund (for this section only, the “Funds”), at a meeting of the Board held on November 18-19, 2019 (for this section only, the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Investment Advisory Agreement for an initial period ending August 16, 2021. The Board’s decision to approve the Investment Advisory Agreement reflects the exercise of its business judgment. In approving the Investment Advisory Agreement, the Board considered information provided by Summit with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the approval of the Investment Advisory Agreements between the Company and Summit with respect to the Funds, the Directors took into account all materials provided prior to and during the Meeting and at other meetings throughout the past year, the presentations made during the Meeting, and the discussions during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of Summit’s proposed services to be provided to the Funds; (ii) descriptions of the experience and qualifications of Summit’s personnel providing those services; (iii) Summit’s investment philosophies and processes; (iv) Summit’s assets under management and client descriptions; (v) Summits’s soft dollar commission and trade allocation policies, including information on the types of research and services obtained in connection with soft dollar commissions; (vi) Summit’s advisory fee arrangement with the Company and other similarly managed clients; (vii) Summit’s compliance policies and procedures; (viii) Summit’s financial information, insurance coverage and profitability analysis related to providing advisory services to the Funds;
87
SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited) (Concluded)
(ix) the extent to which economies of scale are relevant to the Funds; (x) a report prepared by Morningstar comparing each of the Fund’s management fees and total expense ratio to those of its Lipper peer group. The Directors noted that the Funds had not yet commenced operations, and consequently there was no performance information to review with respect to the Funds.
As part of their review, the Directors considered the nature, extent and quality of the services proposed to be provided by Summit. The Directors concluded that Summit had substantial resources to provide services to the Funds.
The Board also considered the advisory fee rates payable by each of the Funds under the proposed Investment Advisory Agreement. In this regard, information on the fees to be paid by a Fund and the Fund’s expected total operating expense ratios (before and after fee waivers and expense reimbursements) were compared to similar information for mutual funds advised by other, unaffiliated investment advisory firms. The Directors noted that Summit had contractually agreed to waive management fees and reimburse expenses for at least one year to limit total annual operating expenses to agreed upon levels for the Funds.
After reviewing the information regarding the Funds’ costs, Summit’s estimated profitability and economies of scale, and after considering Summit’s services, the Directors concluded that the investment advisory fees proposed to be paid by the Funds were fair and reasonable and that the proposed Investment Advisory Agreement for the Funds should be approved for an initial term ending August 16, 2021.
88
SUMMIT GLOBAL INVESTMENTS
Company Management (Unaudited)
Directors and Executive Officers
The business and affairs of the Company are managed under the direction of the Company’s Board of Directors. The Company is organized under and managed pursuant to Maryland law. The Directors and executive officers of the Company, their ages, business addresses and principal occupations during the past five years are set forth below. The statement of additional information (“SAI”) includes additional information about the Directors and is available without charge, upon request, by calling (855) 744-8500.
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
INDEPENDENT DIRECTORS |
Julian A. Brodsky 615 East Michigan Street Milwaukee, WI 53202 Age: 87 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 35 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 81 | Director | 2002 to present | Since 1984, Director of Haydon Bolts, Inc. (bolt manufacturer) and Parkway Real Estate Company (subsidiary of Haydon Bolts, Inc.); since 2004, Director of Cornerstone Bank. | 35 | None |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 53 | Director | 2012 to present | Since 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 35 | Emtec, Inc. (until December 2019); FS Investment Corporation (business development company) (until December 2018); FS Energy and Power Fund (business development company); Wilmington Funds (12 portfolios)(registered investment company). |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 77 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 35 | IntriCon Corporation (biomedical device manufacturer); Kalmar Pooled Investment Trust (registered investment company) (until September 2017); Wilmington Funds (12 portfolios) (registered investment company); Independence Blue Cross (healthcare insurance). |
89
SUMMIT GLOBAL INVESTMENTS
Company Management (Unaudited) (continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 72
| Chairman Director | 2005 to present 1991 to present | From 2006-2016, Co-Founder and Chief Executive Officer, Lifebooker, LLC (online beauty and health appointment booking service). | 35 | Independent Trustee of EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm). | 35 | WisdomTree Investments, Inc. (asset management company) (until March 2019); Fidelity National Information Services, Inc. (financial services technology company); Ameriprise Financial, Inc. (financial services company). |
Robert A. Straniere 615 East Michigan Street Milwaukee, WI 53202 Age: 79 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 35 | Reich and Tang Group (asset management) (until 2015). |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | Vice Chairman Director | 2016 to present 1991 to present | Since 2002, Senior Director - Investments and, prior thereto, Executive Vice President, of Oppenheimer & Co., Inc. (a registered broker-dealer). | 35 | None |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 57 | President Chief Compliance Officer | 2009 to present 2004 to present | Since 2004, President, Vigilant Compliance, LLC (investment management services company); since 2005, Independent Trustee of EIP Investment Trust (registered investment company). | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 59
| Treasurer and Secretary | 2016 to present | Since 2016, Treasurer and Secretary of The RBB Fund, Inc.; from 2005 to 2016, Assistant Treasurer of The RBB Fund, Inc.; from 1995 to 2016, Senior Director and Vice President of BNY Mellon Investment Servicing (US) Inc. (financial services company). | N/A | N/A |
90
SUMMIT GLOBAL INVESTMENTS
Company Management (Unaudited) (continued)
Name, Address, and Age | Position(s) Held with Company | Term of Office and Length of Time Served1 | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director* | Other Directorships Held by Director in the Past 5 Years |
Craig A. Urciuoli 615 East Michigan Street Milwaukee, WI 53202 Age: 45 | Director of Marketing & Business Development | 2019 to present | Since 2019, Director of Marketing & Business Development, The RBB Fund, Inc.; from 2000-2019, Managing Director, Third Avenue Management, LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 37 | Assistant Treasurer | 2018 to present | Since 2016, Assistant Vice President, U.S. Bancorp Fund Services, LLC (fund administrative services firm); from 2007 to 2016, Supervisor, Nuveen Investments (investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 49 | Assistant Secretary | 2016 to present | Since 2007, Vice President and Counsel, U.S. Bancorp Fund Services, LLC (fund administrative services firm). | N/A | N/A |
Michael P. Malloy One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 61 | Assistant Secretary | 1999 to present | Since 1993, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
Jillian L. Bosmann One Logan Square Ste. 2000 Philadelphia, PA 19103 Age: 41 | Assistant Secretary | 2017 to present | Partner, Faegre Drinker Biddle & Reath LLP (law firm) (2017-Present); Faegre Drinker Biddle & Reath LLP (2006-Present). | N/A | N/A |
* | Each Director oversees 35 portfolios of the Company. |
1. | Subject to the Company’s Retirement Policy, each Director may continue to serve as a Director until the last day of the calendar year in which the applicable Director attains age 75 or until his or her successor is elected and qualified or his or her death, resignation or removal. The Board reserves the right to waive the requirements of the Policy with respect to an individual Director. The Board has approved waivers of the policy with respect to Messrs. Brodsky, Carnall, Giordano, Sablowsky and Straniere. Each officer holds office at the pleasure of the Board until the next special meeting of the Company or until his or her successor is duly elected and qualified, or until he or she dies, resigns or is removed. |
2. | Mr. Sablowsky is considered an “interested person” of the Company as that term is defined in the 1940 Act and is referred to as an “Interested Director.” Mr. Sablowsky is considered an “Interested Director” of the Company by virtue of his position as an employee of Oppenheimer & Co., Inc., a registered broker-dealer. |
91
SUMMIT GLOBAL INVESTMENTS
Company Management (Unaudited) (Concluded)
Director Experience, Qualifications, Attributes and/or Skills
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company. Mr. Giordano has years of experience as a consultant to financial services organizations and also serves on the boards of other registered investment companies. Mr. Reichman brings decades of investment management experience to the Board, in addition to senior executive-level management experience. Mr. Straniere has been a practicing attorney for over 30 years and also serves on the boards of an asset management company and another registered investment company. Mr. Brodsky has over 40 years of senior executive-level management experience in the cable television and communications industry. Mr. Sablowsky has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the financial services industry. Mr. Carnall has decades of senior executive-level management experience in the banking and financial services industry and also serves on the boards of various corporations and a bank. Mr. Chandler has demonstrated leadership and management abilities as evidenced by his senior executive level positions in the investment technology consulting/services and investment banking/brokerage industries, and also serves on various boards. Mr. Shea has demonstrated leadership and management abilities as evidenced by his senior executive-level positions in the brokerage, clearing and investment services industry, including service on the boards of industry regulatory organizations and a university.
92
SUMMIT GLOBAL INVESTMENTS
PRIVACY NOTICE (Unaudited)
FACTS | WHAT DOES THE SGI FUNDS DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information When you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons SGI Funds chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we can share your information | Do the SGI Funds share? | Can you limit this sharing? |
For our everyday business purpose — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | Yes | No |
For affiliates’ everyday business purposes — information about your transactions and experiences | Yes | No |
For affiliates’ everyday business purposes — information about your creditworthiness | No | We don’t share |
For our affiliates to market to you | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
93
SUMMIT GLOBAL INVESTMENTS
PRIVACY NOTICE (Unaudited) (concluded)
Questions? | Call 1-855-744-8500 or go to www.summitglobalinvestments.com |
What we do | |
How do the SGI Funds protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How do the SGI Funds collect my personal information? | We collect your personal information, for example, when you ● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ● sharing for affiliates’ everyday business purposes — information about your creditworthiness ● affiliates from using your information to market to you ● sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ● Our affiliates include Summit Global Investments, LLC, the investment adviser to the SGI U.S. Large Cap Equity Fund, SGI U.S. Small Cap Equity Fund, SGI Global Equity Fund, SGI Conservative Fund, SGI Prudent Growth Fund and SGI Peak Growth Fund. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. ● SGI U.S. Large Cap Equity Fund, SGI U.S. Small Cap Equity Fund, SGI Global Equity Fund, SGI Conservative Fund, SGI Prudent Growth Fund and SGI Peak Growth Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● SGI U.S. Large Cap Equity Fund, SGI U.S. Small Cap Equity Fund, SGI Global Equity Fund, SGI Conservative Fund, SGI Prudent Growth Fund and SGI Peak Growth Fund may share your information with other financial institutions with whom they have joint marketing arrangements who may suggest additional fund services or other investments products which may be of interest to you. We do not currently have any joint marketing arrangements with other financial institutions. |
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Investment Adviser
Summit Global Investments, LLC
620 South Main Street
Bountiful, UT 84010
Administrator and Transfer Agent
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Principal Underwriter
Quasar Distributors, LLC
111 E Kilbourn Ave, Suite 2200
Milwaukee, WI 53202
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
SGI-AR20
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee. Julian A. Brodsky, Gregory P. Chandler and Nicholas A. Giordano are the registrant’s audit committee financial experts and each of them is “independent.”
Item 4. Principal Accountant Fees and Services.
Audit Fees
| (a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were: |
| Fiscal Year 2020 | Fiscal Year 2019 |
Ernst & Young LLP | $596,611 | $555,375 |
PricewaterhouseCoopers LLP | $234,803 | $262,187 |
Tait, Weller & Baker | $88,900 | $88,900 |
Aggregate Fees | $920,314 | $906,462 |
Audit-Related Fees
| (b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were related to review of the semi-annual reports and N-1A filings for Ernst & Young LLP and review of semi-annual reports for Tait, Weller & Baker and were as follows: |
| Fiscal Year 2020 | Fiscal Year 2019 |
Ernst & Young LLP | $17,400 | $9,300 |
PricewaterhouseCoopers LLP | $0 | $5,000 |
Tait, Weller & Baker | $2,300 | $2,300 |
Aggregate Fees | $19,700 | $16,600 |
Tax Fees
| (c) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were related to federal and state tax return review and excise distribution review and were as follows: |
| Fiscal Year 2020 | Fiscal Year 2019 |
Ernst & Young LLP | $162,228 | $150,700 |
PricewaterhouseCoopers LLP | $42,140 | $49,100 |
Tait, Weller & Baker | $17,300 | $17,300 |
Aggregate Fees | $221,668 | $217,100 |
All Other Fees
| (d) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were: |
| Fiscal Year 2020 | Fiscal Year 2019 |
Ernst & Young LLP | $0 | $0 |
PricewaterhouseCoopers LLP | $0 | $0 |
Tait, Weller & Baker | $0 | $0 |
Aggregate Fees | $0 | $0 |
| (e)(1) | Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
Pre-Approval of Audit and Permitted Non-Audit Services
| 1. | Pre-Approval Requirements of the Company. The Committee shall pre-approve all auditing services and permissible non-audit services (e.g., tax services) to be provided to the Company by the Auditor, including the fees associated with those services. |
| 2. | Pre-Approval Requirements of Affiliates. Additionally, the Committee shall pre-approve any engagement of the Auditor to provide non-audit services to an investment adviser of a Portfolio or to any affiliate of such investment adviser that provides ongoing services to the Company, if the engagement relates directly to the operations and financial reporting of the Company. |
| 3. | Delegation. The Committee may delegate to the Chairman of the Committee, or if the Chairman is not available, one or more of its members, the authority to grant pre-approvals. The decisions of any member to whom authority is delegated shall be presented to the full Committee at its next scheduled meeting. |
| 4. | Prohibited Services. The Committee shall confirm with the Auditor that the Auditor is not performing contemporaneously with the Company’s audit any prohibited non-audit services for the Company, any investment adviser of a Portfolio, or any affiliates of the Company or such investment advisers. The Auditor is responsible for informing the Committee of whether it believes that a particular service is permissible or prohibited pursuant to applicable regulations and standards. |
| (e)(2) | The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: |
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
| (f) | The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was not applicable. |
| (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 for each of the last two fiscal years of the registrant were: |
| Fiscal Year 2020 | Fiscal Year 2019 |
Ernst & Young LLP | $179,628 | $160,000 |
PricewaterhouseCoopers LLP | $352,558 | $362,923 |
Tait, Weller & Baker | $19,600 | $19,600 |
Aggregate Fees | $551,786 | $542,523 |
Item 5. Audit Committee of Listed Registrants.
Not applicable to open-end investment companies.
Item 6. Investments.
| (a) | Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| (a) | The Registrant’s Principal Executive and Principal Financial Officers have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 13. Exhibits.
(a)(1) Senior Officer Code of Ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(a)(2) A separate certification for each principal executive officer and principal financial officer pursuant to Rule 30a-2(a) under the 1940 Act is attached hereto.
(a)(3) Not applicable to open-end investment companies.
(a)(4) There was no change in the registrant’s independent public accountant for the period covered by this report.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | The RBB Fund, Inc. | |
| | | |
| By (Signature and Title)* | /s/ Salvatore Faia | |
| | Salvatore Faia, President | |
| | (principal executive officer) | |
| | | |
| Date | 11/05/2020 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* | /s/ Salvatore Faia | |
| | Salvatore Faia, President | |
| | (principal executive officer) | |
| | | |
| Date | 11/05/2020 | |
| | | |
| By (Signature and Title)* | /s/ James Shaw | |
| | James Shaw, Treasurer | |
| | (principal financial officer) | |
| | | |
| Date | 11/05/2020 | |
| * | Print the name and title of each signing officer under his or her signature. |