As filed with the Securities and Exchange Commission on 11/4/2021
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, 2021
Item 1. Reports to Stockholders.
Abbey Capital Futures Strategy Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2021
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report
August 31, 2021 (Unaudited)
Dear Shareholder,
The Abbey Capital Futures Strategy Fund (the “Fund”) Class I Shares returned +7.74% net of fees for the 12-month fiscal year ended August 31, 2021. The positive performance was driven by gains in equities, energy and base metals, with losses occurring primarily in fixed income and currencies over the period. The Fund’s core allocation to diversified trendfollowing (“Trendfollowing”) sub-advisers (sub-advisers are also referred to herein as “Trading Advisers”) drove positive performance over the period, while the Fund’s non-Trendfollowing allocation performed positively in aggregate. The Fund may invest up to 25% of its total assets in Abbey Capital Master Offshore Fund Limited (“ACMOF”), a wholly-owned subsidiary of the Fund that invests substantially all of its assets in Abbey Capital Offshore Fund SPC (“ACOF”), which is a wholly-owned and controlled segregated portfolio company that invests in managed futures and foreign exchange contracts. The Fund may also invest a portion of its assets in Abbey Capital Onshore Series LLC (“ACOS”), a wholly-owned subsidiary of the Fund which is a multi-adviser fund that invests in managed futures and foreign exchange contracts.
Average Total Returns for the Periods Ended August 31, 2021 (unless otherwise noted)
| 2021 YTD | 1 Year | SEP. 1, 2019 TO AUG. 31, 2020 | 5 Years Annualized | ANNUALIZED SINCE INCEPTION ON JULY 1, 2014 |
Class I Shares | 4.32% | 7.74% | -1.39% | 2.50% | 4.44% |
Class A Shares* | 4.18% | 7.42% | -1.64% | 2.25% | 4.18% |
Class A Shares (max load)* | -1.81% | 1.23% | -7.30% | 1.04% | 3.32% |
Class C Shares** | 3.66% | 6.72% | -2.40% | 1.50% | 3.42% |
BofA Merrill Lynch 3-Month T- Bill Index*** | 0.03% | 0.08% | 1.26% | 1.17% | 0.85% |
S&P 500® Total Return Index*** | 21.58% | 31.17% | 21.94% | 18.02% | 14.60% |
Barclay CTA Index*** | 4.79% | 7.56% | 0.30% | 2.19% | 2.32% |
Barclay CTA numbers are based on the estimates available on the BarclayHedge website as of September 5, 2021
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. This contractual limitation is in effect until December
1
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2021 (Unaudited)
31, 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 ratios are 1.90%, 2.15% and 2.90% 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 December 31, 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, 2021 saw a number of shifts in risk sentiment. Investors turned cautious in September and October 2020, with rising COVID-19 cases in the US and Europe, concerns about valuations in the technology sector and uncertainty ahead of the US election weighing on sentiment. The market environment turned more positive from November 2020 through August 2021, as progress towards a COVID-19 vaccine, Biden’s victory in the US Presidential election and the prospect of a significant fiscal spending deal in the US saw strong trends emerge in many growth sensitive sectors like equities, energy and base metals. The rollout of the COVID-19 vaccines and the reopening of the global economy throughout the first half of 2021 resulted in some supply constraints and increased demand for a range of commodities, which contributed to strong uptrends across several energy, base metal and agricultural commodity markets. Inflationary pressures emerged as a key focus for investors during the period, with US inflation hitting a more-than-decade high of +5.4% in June 2021. While equity markets continued to rally throughout July and August 2021, some of the uptrends seen in commodity markets earlier in the year dissipated, while shifting views on the likely path of US Federal Reserve monetary policy led to choppy moves at times in currency and bond markets.
Early in the 12-month period, the Fund’s Trendfollowing sub- advisers saw losses as previous trends in equities and the USD reversed. Performance improved from November 2020 through May 2021, with positive COVID-19 vaccine trial results and the outcome of the US election contributing to notable uptrends in equities, base metals and energy. The Fund also benefited from uptrends across several agricultural commodity markets, notably soybeans and corn. All of the Fund’s trading styles had positive returns in the first half of 2021. Performance became more mixed from June through August 2021, as reversals in currency and bond markets proved difficult for the Fund’s Trendfollowing sub-advisers.
For the 12-month period overall, the Fund’s allocation to Trendfollowing sub-advisers saw the largest gains at the trading style level, while the Fund’s Value sub-adviser also contributed positively to Fund performance. The performance of the Fund’s Global Macro sub-advisers was slightly negative for the period.
Fund performance in equities was positive over the period. Global equities declined in September and October 2020, before rallying in November 2020 as various pharmaceutical companies announced positive results from COVID-19 vaccine trials. The MSCI World Index recorded its strongest monthly return in 45 years in November 2020, and uptrends in equities continued into 2021 as US fiscal stimulus and strong corporate earnings pushed global equities to record highs. The Fund’s Trendfollowing sub-advisers held long equity positions throughout the period and thus saw positive performance, with long positions in Japanese and US indices seeing the largest gains. The performance of the Fund’s Global Macro sub-advisers was close to flat in equities during the fiscal year, while the performance of the Fund’s Value sub-advisers was negative due to losses from predominantly short positions held in Japanese and US stocks.
Energy was another positive sector for the Fund. Crude oil declined in September and October 2020 on COVID-19 related demand concerns before prices rallied strongly from November 2020 through August 2021 as the global growth outlook turned more positive. Price uptrends continued in the first half of 2021, with OPEC supply cuts and a rebound in global demand boosting prices. The Fund’s Trendfollowing sub-advisers profited from short positions in crude oil and distillates in September 2020 and recorded further gains once positioning turned long from late November 2020
2
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2021 (Unaudited)
through June 2021 as price uptrends emerged. Trading in crude oil and distillates turned choppier in July and August 2021, resulting in losses for the Fund, although long positions in natural gas were a positive for Fund performance during this time as prices rallied on tight supplies and warm US weather.
In base metals, long exposures in copper and aluminium drove positive Fund performance over the period. Much of the positive performance came from long copper positions held by the Fund’s Trendfollowing sub-advisers during Q4 2020 and Q1 2021 as uptrends in base metals prices accelerated amid a surge in demand and concerns around building inflationary pressures. Notably, copper prices hit a record high in May 2021 before declining somewhat in subsequent months. The returns of the Fund’s Value sub-advisers were also positive in base metals due to long copper exposures held throughout the period.
Further Fund gains were recorded in both grains and soft commodities, most notably from long positions held in soybeans and corn for much of the period. Soybean and corn contracts touched multi-year highs in 2021 with adverse growing conditions in both Brazil and the US and strong Chinese demand among the factors supporting prices at various times over the 12-month period.
On the downside, the Fund saw losses in major currencies and fixed income markets, with smaller losses recorded in precious metals.
The Fund initially saw negative performance in currencies as a rally in the USD in September 2020 led to losses for short USD positions held by Trendfollowing sub-advisers. A steady decline in the USD throughout much of November and December 2020 led to improved performance in the sector before currency markets turned choppy for much of the first half of 2021. A hawkish shift from the US Federal Reserve in June 2021 saw the Fund’s Trendfollowing sub-advisers record sharp losses from short USD positions, with choppy trading in the USD in July and August 2021 adding to negative performance in the sector. Returns of all Fund trading styles were negative in currencies over the full period, with mixed positioning in USD/CHF and EUR/USD being the largest detractors at the contract level.
Fixed income was another negative sector for the Fund during the fiscal year. Global yields climbed in Q4 2020, before the trend accelerated in Q1 2021 as the reopening of the global economy, rising inflation expectations and the prospect of another round of US fiscal stimulus all contributed to a selloff in global bond markets. Yields then began to decline from Q2 2021 through July 2021, which proved difficult for the Fund’s Trendfollowing sub-advisers, before global yields climbed modestly higher again in August 2021. The performance of the Fund’s Trendfollowing and Global Macro sub-advisors was negative in the fixed income sector over the full period, with the Fund’s Value sub-advisers recording partially-offsetting gains in the sector. In precious metals, mixed positioning in gold drove negative Fund performance, with smaller losses recorded in silver and platinum. The Fund’s Trendfollowing sub-advisers were responsible for the majority of the losses in precious metals. Gold prices were choppy in Q4 2020 before declining steadily in Q1 2021 on the back of a stronger USD and rising Treasury yields. Gold then saw a reversal and rallied for much of Q2 2021 before dropping sharply in June 2021 after a more hawkish-than-expected US Federal Reserve meeting.
Key to Currency Abbreviations |
CHF | Swiss Franc |
EUR | Euro |
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 its 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
3
Abbey Capital Futures Strategy Fund
Annual Investment Adviser’s Report (Concluded)
August 31, 2021 (Unaudited)
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 Futures Strategy Fund is distributed by Quasar Distributions, LLC.
4
Abbey Capital Futures Strategy Fund
Performance Data
August 31, 2021 (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, 2021 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class A Shares (without sales charge) (Pro forma July 1, 2014 to August 29, 2014) | 7.42% | 5.26% | 2.25% | 4.18%* | |
Class A Shares (with sales charge) (Pro forma July 1, 2014 to August 29, 2014) | 1.23% | 3.19% | 1.04% | 3.32%* | |
S&P 500® Total Return Index | 31.17% | 18.07% | 18.02% | 14.60%** | |
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index*** | 0.08% | 1.23% | 1.17% | 0.85%** | |
Barclay CTA Index*** | 7.56% | 4.48% | 2.19% | 2.32%** | |
†† | 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. |
*** | This is not a primary benchmark of the Fund. Results of the index performance are presented for general comparative purposes. |
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
5
Abbey Capital Futures Strategy Fund
Performance Data (Continued)
August 31, 2021 (Unaudited)
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. Without the limitation arrangement, the gross expense ratio is 2.15% 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 December 31, 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, 2021 (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, 2021 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class I Shares | 7.74% | 5.54% | 2.50% | 4.44% | |
S&P 500® Total Return Index | 31.17% | 18.07% | 18.02% | 14.60%* | |
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index** | 0.08% | 1.23% | 1.17% | 0.85%* | |
Barclay CTA Index** | 7.56% | 4.48% | 2.19% | 2.32%* | |
†† | 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. |
** | This is not a primary benchmark of the Fund. Results of the index performance are presented for general comparative purposes. |
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 1.90% 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 December 31, 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, 2021 (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, 2021 | |
| One Year | Three Years | Five Years | Since Inception†† | |
Class C Shares (Pro forma July 1, 2014 to October 6, 2015) | 6.72% | 4.48% | 1.50% | 3.42%* | |
S&P 500® Total Return Index | 31.17% | 18.07% | 18.02% | 14.60%** | |
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index*** | 0.08% | 1.23% | 1.17% | 0.85%** | |
Barclay CTA Index*** | 7.56% | 4.48% | 2.19% | 2.32%** | |
†† | 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. |
*** | This is not a primary benchmark of the Fund. Results of the index performance are presented for general comparative purposes. |
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 2.90% 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, 2021 (Unaudited)
actual expense ratios for the period covered by this report). This contractual limitation is in effect until December 31, 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, 2021 (Unaudited)
Barclay CTA Index
The Barclay CTA Index is a leading industry benchmark of representative performance of commodity trading advisors. There are currently 416 programs included in the calculation of the Barclay CTA Index for 2021. 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, 2021 (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, 2021 through August 31, 2021, 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, 2021 | Ending Account Value August 31, 2021 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six- Month Total Investment Returns for the Fund |
Actual | | | | | |
Class A Shares | $ 1,000.00 | $ 1,006.70 | $ 10.32 | 2.04% | 0.67% |
Class I Shares | 1,000.00 | 1,007.50 | 9.06 | 1.79% | 0.75% |
Class C Shares | 1,000.00 | 1,002.60 | 14.08 | 2.79% | 0.26% |
Hypothetical (5% return before expenses) |
Class A Shares | $ 1,000.00 | $ 1,014.92 | $ 10.36 | 2.04% | N/A |
Class I Shares | 1,000.00 | 1,016.18 | 9.10 | 1.79% | N/A |
Class C Shares | 1,000.00 | 1,011.14 | 14.14 | 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, 2021 to August 31, 2021, 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 365 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, 2021 (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 | | | 81.1 | % | | $ | 940,363,101 | |
Money Market Deposit Account | | | 2.8 | | | | 31,892,632 | |
PURCHASED OPTIONS | | | 0.0 | | | | 113,738 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | | | | | | |
(including futures, forward foreign currency contracts and written options) | | | 16.1 | | | | 187,263,068 | |
NET ASSETS | | | 100.0 | % | | $ | 1,159,632,539 | |
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, 2021
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS - 83.9% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS - 81.1% | | | | | | | | | | | | | | | | |
U.S. Treasury Bills | | | 0.022 | % | | | 09/02/21 | | | $ | 41,179 | | | $ | 41,178,971 | |
U.S. Treasury Bills | | | 0.034 | % | | | 09/09/21 | | | | 22,213 | | | | 22,212,840 | |
U.S. Treasury Bills | | | 0.020 | % | | | 09/16/21 | | | | 40,467 | | | | 40,466,578 | |
U.S. Treasury Bills | | | 0.018 | % | | | 09/23/21 | | | | 70,727 | | | | 70,725,596 | |
U.S. Treasury Bills | | | 0.020 | % | | | 09/30/21 | | | | 10,635 | | | | 10,634,720 | |
U.S. Treasury Bills | | | 0.019 | % | | | 10/07/21 | | | | 7,385 | | | | 7,384,723 | |
U.S. Treasury Bills | | | 0.006 | % | | | 10/14/21 | | | | 19,759 | | | | 19,758,175 | |
U.S. Treasury Bills | | | 0.020 | % | | | 10/21/21 | | | | 39,494 | | | | 39,491,256 | |
U.S. Treasury Bills | | | 0.020 | % | | | 10/28/21 | | | | 52,148 | | | | 52,143,871 | |
U.S. Treasury Bills | | | 0.020 | % | | | 11/04/21 | | | | 57,674 | | | | 57,669,643 | |
U.S. Treasury Bills | | | 0.019 | % | | | 11/12/21 | | | | 47,002 | | | | 46,997,536 | |
U.S. Treasury Bills | | | 0.010 | % | | | 11/18/21 | | | | 31,753 | | | | 31,750,077 | |
U.S. Treasury Bills | | | 0.015 | % | | | 11/26/21 | | | | 29,778 | | | | 29,774,917 | |
U.S. Treasury Bills | | | 0.018 | % | | | 12/02/21 | | | | 19,083 | | | | 19,081,040 | |
U.S. Treasury Bills | | | 0.026 | % | | | 12/09/21 | | | | 29,809 | | | | 29,805,516 | |
U.S. Treasury Bills | | | 0.026 | % | | | 12/16/21 | | | | 23,798 | | | | 23,795,198 | |
U.S. Treasury Bills | | | 0.034 | % | | | 12/23/21 | | | | 33,325 | | | | 33,320,685 | |
U.S. Treasury Bills | | | 0.028 | % | | | 12/30/21 | | | | 21,220 | | | | 21,216,818 | |
U.S. Treasury Bills | | | 0.036 | % | | | 01/06/22 | | | | 49,588 | | | | 49,581,001 | |
U.S. Treasury Bills | | | 0.038 | % | | | 01/13/22 | | | | 40,317 | | | | 40,310,997 | |
U.S. Treasury Bills | | | 0.039 | % | | | 01/20/22 | | | | 26,314 | | | | 26,309,876 | |
U.S. Treasury Bills | | | 0.035 | % | | | 01/27/22 | | | | 20,242 | | | | 20,238,880 | |
U.S. Treasury Bills | | | 0.036 | % | | | 02/03/22 | | | | 22,406 | | | | 22,402,139 | |
U.S. Treasury Bills | | | 0.035 | % | | | 02/10/22 | | | | 75,965 | | | | 75,950,471 | |
U.S. Treasury Bills | | | 0.035 | % | | | 02/17/22 | | | | 30,807 | | | | 30,800,491 | |
U.S. Treasury Bills | | | 0.035 | % | | | 02/24/22 | | | | 77,380 | | | | 77,361,086 | |
TOTAL U.S. TREASURY OBLIGATIONS ($940,395,757) | | | | | | | | | | | | | | | 940,363,101 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT - 2.8% | | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01% (United States)(a) | | | | | | | | | | | 31,893 | | | | 31,892,632 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT ($31,892,632) | | | | | | | | | | | | | | | 31,892,632 | |
| | | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | | |
(Cost $972,288,389) | | | | | | | | | | | | | | | 972,255,733 | |
TOTAL PURCHASED OPTIONS - 0.0%** | | | | | | | | | | | | | | | | |
(Cost $767,675) | | | | | | | | | | | | | | | 113,738 | |
TOTAL INVESTMENTS - 83.9% | | | | | | | | | | | | | | | | |
(Cost $973,056,064) | | | | | | | | | | | | | | | 972,369,471 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES - 16.1% | | | | | | | | | | | | | | | 187,263,068 | |
NET ASSETS - 100.0% | | | | | | | | | | | | | | $ | 1,159,632,539 | |
* | 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, 2021. |
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, 2021
Futures contracts outstanding as of August 31, 2021 were as follows:
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
10-Year Mini Japanese Government Bond Futures | | | Sep-21 | | | | 13 | | | $ | 1,798,009 | | | $ | (854 | ) |
3-Month Euro Euribor | | | Mar-22 | | | | 9 | | | | 2,670,633 | | | | 369 | |
3-Month Euro Euribor | | | Jun-22 | | | | 49 | | | | 14,538,667 | | | | (2,052 | ) |
3-Month Euro Euribor | | | Sep-22 | | | | 66 | | | | 19,578,797 | | | | (3,719 | ) |
3-Month Euro Euribor | | | Dec-22 | | | | 62 | | | | 18,388,543 | | | | (3,926 | ) |
3-Month Euro Euribor | | | Mar-23 | | | | 62 | | | | 18,384,883 | | | | (4,088 | ) |
3-Month Euro Euribor | | | Jun-23 | | | | 67 | | | | 19,863,579 | | | | (4,797 | ) |
3-Month Euro Euribor | | | Sep-23 | | | | 64 | | | | 18,969,442 | | | | (5,048 | ) |
3-Month Euro Euribor | | | Dec-23 | | | | 49 | | | | 14,519,863 | | | | (4,738 | ) |
3-Month Euro Euribor | | | Mar-24 | | | | 44 | | | | 13,034,997 | | | | (3,852 | ) |
3-Month Euro Euribor | | | Jun-24 | | | | 40 | | | | 11,846,455 | | | | (4,029 | ) |
3-Month Euro Euribor | | | Sep-24 | | | | 37 | | | | 10,954,695 | | | | (2,509 | ) |
3-Month SOFR Futures | | | Jun-22 | | | | 2 | | | | 499,625 | | | | 138 | |
90-DAY Bank Bill | | | Dec-21 | | | | 56 | | | | 40,964,797 | | | | 3,859 | |
90-DAY Bank Bill | | | Mar-22 | | | | 452 | | | | 330,619,974 | | | | 29,284 | |
90-DAY Bank Bill | | | Jun-22 | | | | 29 | | | | 21,209,729 | | | | 1,208 | |
90-DAY Bank Bill | | | Sep-22 | | | | 26 | | | | 19,010,933 | | | | 126 | |
90-DAY Eurodollar Futures | | | Dec-21 | | | | 26 | | | | 6,488,625 | | | | 1,075 | |
90-DAY Eurodollar Futures | | | Mar-22 | | | | 339 | | | | 84,627,112 | | | | 17,288 | |
90-DAY Eurodollar Futures | | | Jun-22 | | | | 2,964 | | | | 739,629,149 | | | | 370,313 | |
90-DAY Eurodollar Futures | | | Sep-22 | | | | 61 | | | | 15,208,063 | | | | 5,275 | |
90-DAY Eurodollar Futures | | | Dec-22 | | | | 575 | | | | 143,146,249 | | | | (52,088 | ) |
90-DAY Eurodollar Futures | | | Mar-23 | | | | 28 | | | | 6,963,950 | | | | (3,100 | ) |
90-DAY Eurodollar Futures | | | Jun-23 | | | | 147 | | | | 36,514,800 | | | | (9,875 | ) |
90-DAY Eurodollar Futures | | | Sep-23 | | | | 30 | | | | 7,436,250 | | | | (3,275 | ) |
90-DAY Eurodollar Futures | | | Dec-23 | | | | 22 | | | | 5,446,925 | | | | (4,488 | ) |
90-DAY Eurodollar Futures | | | Mar-24 | | | | 20 | | | | 4,946,750 | | | | (4,263 | ) |
90-DAY Eurodollar Futures | | | Jun-24 | | | | 77 | | | | 19,027,663 | | | | (13,038 | ) |
90-DAY Eurodollar Futures | | | Sep-24 | | | | 21 | | | | 5,184,900 | | | | 188 | |
90-DAY Eurodollar Futures | | | Sep-25 | | | | 4 | | | | 985,050 | | | | (800 | ) |
90-DAY Eurodollar Futures | | | Dec-25 | | | | 2 | | | | 492,175 | | | | (275 | ) |
90-DAY Sterling Futures | | | Mar-22 | | | | 377 | | | | 64,598,861 | | | | (21,233 | ) |
90-DAY Sterling Futures | | | Jun-22 | | | | 455 | | | | 77,882,037 | | | | (63,346 | ) |
Amsterdam Index Futures | | | Sep-21 | | | | 63 | | | | 11,714,495 | | | | 248,288 | |
AUD/USD Currency Futures | | | Sep-21 | | | | 21 | | | | 1,537,410 | | | | 2,000 | |
Australian 10-Year Bond Futures | | | Sep-21 | | | | 845 | | | | 90,133,288 | | | | 560,036 | |
Australian 3-Year Bond Futures | | | Sep-21 | | | | 2,091 | | | | 179,188,677 | | | | 254,153 | |
Bank Acceptance Futures | | | Dec-21 | | | | 14 | | | | 2,760,690 | | | | (149 | ) |
Bank Acceptance Futures | | | Mar-22 | | | | 148 | | | | 29,165,379 | | | | 13,564 | |
Bank Acceptance Futures | | | Jun-22 | | | | 102 | | | | 20,071,157 | | | | 17,982 | |
Bank Acceptance Futures | | | Sep-22 | | | | 6 | | | | 1,178,695 | | | | 1,803 | |
Brent Crude Futures | | | Nov-21 | | | | 141 | | | | 10,099,830 | | | | 155,820 | |
Brent Crude Futures | | | Dec-21 | | | | 32 | | | | 2,272,000 | | | | 46,770 | |
Brent Crude Futures | | | Jan-22 | | | | 3 | | | | 211,380 | | | | 40 | |
Brent Crude Oil Last Day | | | Nov-21 | | | | 10 | | | | 716,300 | | | | 8,920 | |
CAC40 10 Euro Futures | | | Sep-21 | | | | 237 | | | | 18,687,550 | | | | (197,896 | ) |
CAD Currency Futures | | | Sep-21 | | | | 326 | | | | 25,858,320 | | | | (30,765 | ) |
Canadian 10-Year Bond Futures | | | Dec-21 | | | | 1,358 | | | | 157,289,691 | | | | 263,504 | |
Canola Futures (Winnipeg Commodity Exchange) | | | Nov-21 | | | | 9 | | | | 142,647 | | | | 10,696 | |
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, 2021
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Canola Futures (Winnipeg Commodity Exchange) | | | Jan-22 | | | | 6 | | | $ | 83,738 | | | $ | 13,145 | |
Cattle Feeder Futures | | | Sep-21 | | | | 1 | | | | 81,500 | | | | (75 | ) |
Cattle Feeder Futures | | | Oct-21 | | | | 8 | | | | 671,000 | | | | (63 | ) |
CHF Currency Futures | | | Sep-21 | | | | 146 | | | | 19,954,550 | | | | 3,375 | |
Cocoa Futures | | | Dec-21 | | | | 26 | | | | 660,400 | | | | (21,500 | ) |
Cocoa Futures | | | Mar-22 | | | | 26 | | | | 666,380 | | | | (19,320 | ) |
Cocoa Futures ICE | | | Sep-21 | | | | 9 | | | | 212,704 | | | | (1,210 | ) |
Cocoa Futures ICE | | | Dec-21 | | | | 35 | | | | 845,466 | | | | (16,663 | ) |
Cocoa Futures ICE | | | Mar-22 | | | | 16 | | | | 386,939 | | | | (2,970 | ) |
Cocoa Futures ICE | | | May-22 | | | | 2 | | | | 48,202 | | | | 1,292 | |
Coffee ‘C’ Futures | | | Dec-21 | | | | 99 | | | | 7,272,788 | | | | 273,919 | |
Coffee ‘C’ Futures | | | Mar-22 | | | | 23 | | | | 1,712,063 | | | | 125,681 | |
Coffee ‘C’ Futures | | | May-22 | | | | 10 | | | | 747,938 | | | | 17,906 | |
Coffee Robusta Futures | | | Nov-21 | | | | 58 | | | | 1,175,080 | | | | 104,880 | |
Coffee Robusta Futures | | | Jan-22 | | | | 29 | | | | 578,260 | | | | 41,840 | |
Copper Futures | | | Dec-21 | | | | 126 | | | | 13,781,250 | | | | 242,925 | |
Copper Futures | | | Mar-22 | | | | 2 | | | | 217,875 | | | | 413 | |
Corn Futures | | | Dec-21 | | | | 183 | | | | 4,888,388 | | | | (202,663 | ) |
Corn Futures | | | Mar-22 | | | | 144 | | | | 3,907,800 | | | | (245,325 | ) |
Corn Futures | | | May-22 | | | | 8 | | | | 219,100 | | | | (14,538 | ) |
Cotton No.2 Futures | | | Dec-21 | | | | 261 | | | | 12,075,165 | | | | 653,340 | |
Cotton No.2 Futures | | | Mar-22 | | | | 16 | | | | 734,160 | | | | 42,410 | |
DAX Index Futures | | | Sep-21 | | | | 163 | | | | 76,022,528 | | | | 317,629 | |
DAX-Mini Futures | | | Sep-21 | | | | 2 | | | | 186,558 | | | | (1,074 | ) |
DJIA Mini E-CBOT | | | Sep-21 | | | | 206 | | | | 36,400,200 | | | | 555,586 | |
Dollar Index | | | Sep-21 | | | | 419 | | | | 38,814,065 | | | | 150,735 | |
Dutch TTF Gas Futures | | | Oct-21 | | | | 15 | | | | 664,203 | | | | 124,665 | |
Dutch TTF Gas Futures | | | Nov-21 | | | | 5 | | | | 214,949 | | | | 26,176 | |
E-Mini Consumer Discretionary Select Futures | | | Sep-21 | | | | 3 | | | | 556,050 | | | | 16,140 | |
E-Mini Consumer Staples Select Futures | | | Sep-21 | | | | 2 | | | | 144,980 | | | | 3,320 | |
E-Mini Crude Oil | | | Oct-21 | | | | 9 | | | | 308,250 | | | | 4,600 | |
E-Mini Energy Select Futures | | | Sep-21 | | | | 1 | | | | 50,130 | | | | (840 | ) |
E-Mini Health Care Select Futures | | | Sep-21 | | | | 2 | | | | 272,660 | | | | 22,210 | |
E-Mini Industrial Select Futures | | | Sep-21 | | | | 1 | | | | 105,070 | | | | 1,280 | |
E-Mini Natural Gas | | | Oct-21 | | | | 4 | | | | 43,770 | | | | 4,295 | |
E-Mini Utilities Select Futures | | | Sep-21 | | | | 1 | | | | 69,040 | | | | 5,020 | |
Emissions ICE | | | Dec-21 | | | | 63 | | | | 4,519,766 | | | | 710,551 | |
EUR Foreign Exchange Currency Futures | | | Sep-21 | | | | 47 | | | | 6,941,606 | | | | 6,444 | |
Euro BUXL 30-Year Bond Futures | | | Sep-21 | | | | 50 | | | | 12,546,640 | | | | (166,911 | ) |
Euro STOXX 50 | | | Sep-21 | | | | 1,033 | | | | 51,002,331 | | | | 473,814 | |
Euro Stoxx 50 Index Futures | | | Sep-21 | | | | 1 | | | | 42,578 | | | | (260 | ) |
Euro/CHF 3-Month Futures ICE | | | Dec-21 | | | | 1 | | | | 275,102 | | | | (27 | ) |
Euro/CHF 3-Month Futures ICE | | | Mar-22 | | | | 1 | | | | 275,020 | | | | (27 | ) |
Euro/CHF 3-Month Futures ICE | | | Sep-22 | | | | 1 | | | | 274,966 | | | | (27 | ) |
Euro-Bobl Futures | | | Sep-21 | | | | 3,492 | | | | 556,505,028 | | | | (462,145 | ) |
Euro-BTP Futures | | | Sep-21 | | | | 312 | | | | 56,471,071 | | | | 387,971 | |
Euro-Bund Futures | | | Sep-21 | | | | 1,434 | | | | 297,070,914 | | | | (871,965 | ) |
Euro-Oat Futures | | | Sep-21 | | | | 333 | | | | 63,374,273 | | | | (148,904 | ) |
Euro-Schatz Futures | | | Sep-21 | | | | 1,427 | | | | 189,183,818 | | | | (127,078 | ) |
FTSE 100 Index Futures | | | Sep-21 | | | | 662 | | | | 64,589,029 | | | | 275,583 | |
FTSE Taiwan Index | | | Sep-21 | | | | 54 | | | | 3,279,420 | | | | 59,711 | |
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, 2021
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
FTSE/JSE TOP 40 | | | Sep-21 | | | | 29 | | | $ | 1,206,496 | | | $ | (27,415 | ) |
FTSE/MIB Index Futures | | | Sep-21 | | | | 83 | | | | 12,745,183 | | | | 70,112 | |
Gasoline RBOB Futures | | | Oct-21 | | | | 145 | | | | 13,044,171 | | | | 176,345 | |
Gasoline RBOB Futures | | | Nov-21 | | | | 40 | | | | 3,471,552 | | | | 18,543 | |
GBP Currency Futures | | | Sep-21 | | | | 365 | | | | 31,385,438 | | | | (426,513 | ) |
GBP Currency Futures | | | Dec-21 | | | | 44 | | | | 3,784,000 | | | | (4,575 | ) |
Gold 100 Oz Futures | | | Dec-21 | | | | 116 | | | | 21,089,960 | | | | 53,040 | |
Hang Seng Index Futures | | | Sep-21 | | | | 3 | | | | 3,810,989 | | | | 7,689 | |
IBEX 35 Index Futures | | | Sep-21 | | | | 6 | | | | 625,348 | | | | (2,491 | ) |
INR/USD Futures | | | Sep-21 | | | | 2 | | | | 54,664 | | | | 926 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-21 | | | | 127 | | | | 175,651,683 | | | | 121,529 | |
Kansas City Hard Red Winter Wheat Futures | | | Dec-21 | | | | 135 | | | | 4,806,000 | | | | (117,938 | ) |
Kansas City Hard Red Winter Wheat Futures | | | Mar-22 | | | | 15 | | | | 541,125 | | | | (17,463 | ) |
Lean Hogs Futures | | | Oct-21 | | | | 50 | | | | 1,776,000 | | | | (18,380 | ) |
Lean Hogs Futures | | | Dec-21 | | | | 55 | | | | 1,802,900 | | | | (18,140 | ) |
Live Cattle Futures | | | Oct-21 | | | | 12 | | | | 609,120 | | | | (18,480 | ) |
Live Cattle Futures | | | Dec-21 | | | | 102 | | | | 5,445,780 | | | | 35,050 | |
Live Cattle Futures | | | Feb-22 | | | | 23 | | | | 1,267,300 | | | | 13,210 | |
Live Cattle Futures | | | Apr-22 | | | | 16 | | | | 902,080 | | | | (460 | ) |
LME Aluminum Forward | | | Sep-21 | | | | 1,628 | | | | 110,419,099 | | | | 9,254,624 | |
LME Aluminum Forward | | | Oct-21 | | | | 43 | | | | 2,919,700 | | | | 229,233 | |
LME Aluminum Forward | | | Nov-21 | | | | 19 | | | | 1,291,050 | | | | 55,619 | |
LME Aluminum Forward | | | Dec-21 | | | | 531 | | | | 36,064,856 | | | | 1,681,712 | |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 12 | | | | 821,700 | | | | 85,515 | |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 14 | | | | 949,550 | | | | 95,550 | |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 6 | | | | 406,824 | | | | 29,745 | |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 67,831 | | | | 6,056 | |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 67,842 | | | | 5,854 | |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 67,845 | | | | 3,889 | |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 67,847 | | | | 3,898 | |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 4 | | | | 271,399 | | | | 17,399 | |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 5 | | | | 339,341 | | | | 29,540 | |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 9 | | | | 610,909 | | | | 49,300 | |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 6 | | | | 407,321 | | | | 30,333 | |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 5 | | | | 339,500 | | | | 24,345 | |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 67,900 | | | | 4,921 | |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 8 | | | | 543,200 | | | | 38,926 | |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 5 | | | | 339,500 | | | | 11,375 | |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 3 | | | | 203,700 | | | | 6,675 | |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 67,900 | | | | 2,850 | |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 9 | | | | 611,100 | | | | 33,176 | |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 67,906 | | | | 4,174 | |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 135,888 | | | | 9,225 | |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 12 | | | | 815,475 | | | | 34,181 | |
LME Copper Forward | | | Sep-21 | | | | 418 | | | | 99,538,862 | | | | (3,073,196 | ) |
LME Copper Forward | | | Oct-21 | | | | 8 | | | | 1,904,700 | | | | 115,100 | |
LME Copper Forward | | | Dec-21 | | | | 121 | | | | 28,801,781 | | | | 447,326 | |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 3 | | | | 714,619 | | | | (31,598 | ) |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 238,219 | | | | 1,106 | |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 3 | | | | 714,394 | | | | (33,465 | ) |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 3 | | | | 714,219 | | | | 3,050 | |
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, 2021
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | $ | 476,167 | | | $ | 3,367 | |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 238,097 | | | | 3,597 | |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 238,150 | | | | (6,481 | ) |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 476,350 | | | | (8,007 | ) |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 476,313 | | | | (13,075 | ) |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 238,131 | | | | (6,614 | ) |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 476,063 | | | | (11,688 | ) |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 5 | | | | 1,190,243 | | | | (8,555 | ) |
LME Copper Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 476,166 | | | | (13,260 | ) |
LME Copper Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 476,252 | | | | 12,090 | |
LME Copper Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 475,936 | | | | 12,061 | |
LME Copper Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 237,979 | | | | 3,341 | |
LME Lead Forward | | | Sep-21 | | | | 160 | | | | 9,144,000 | | | | 67,631 | |
LME Lead Forward | | | Oct-21 | | | | 27 | | | | 1,532,250 | | | | (24,307 | ) |
LME Lead Forward | | | Nov-21 | | | | 7 | | | | 395,938 | | | | (11,341 | ) |
LME Lead Forward | | | Dec-21 | | | | 127 | | | | 7,151,688 | | | | (138,832 | ) |
LME Nickel Forward | | | Sep-21 | | | | 90 | | | | 10,566,450 | | | | 594,334 | |
LME Nickel Forward | | | Oct-21 | | | | 9 | | | | 1,056,159 | | | | 12,220 | |
LME Nickel Forward | | | Nov-21 | | | | 11 | | | | 1,290,564 | | | | 48,480 | |
LME Nickel Forward | | | Dec-21 | | | | 61 | | | | 7,153,836 | | | | 209,350 | |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 235,041 | | | | 19,521 | |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 117,471 | | | | 8,691 | |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 234,810 | | | | 13,702 | |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 117,351 | | | | 13,298 | |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 4 | | | | 469,344 | | | | 40,410 | |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 117,313 | | | | 6,103 | |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 234,654 | | | | 13,524 | |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 234,658 | | | | 18,739 | |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 3 | | | | 352,028 | | | | 17,184 | |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 234,688 | | | | 7,478 | |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 117,350 | | | | 522 | |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 117,329 | | | | 6,989 | |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 117,306 | | | | 4,146 | |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 117,316 | | | | (134 | ) |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 234,636 | | | | (4,104 | ) |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 117,319 | | | | (1,001 | ) |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 117,321 | | | | 1,110 | |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 117,322 | | | | (8 | ) |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 117,300 | | | | 6,895 | |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 234,552 | | | | 3,876 | |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 5 | | | | 586,395 | | | | 11,955 | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 3 | | | | 178,950 | | | | 12,488 | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 118,750 | | | | 9,525 | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 59,000 | | | | 5,538 | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 58,025 | | | | 3,244 | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 57,150 | | | | 2,325 | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 6 | | | | 341,862 | | | | 15,804 | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 56,909 | | | | 2,134 | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 113,779 | | | | 933 | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 56,850 | | | | (700 | ) |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 113,675 | | | | 200 | |
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, 2021
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 3 | | | $ | 170,438 | | | $ | (3,085 | ) |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 3 | | | | 170,419 | | | | (3,725 | ) |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 56,688 | | | | (2,493 | ) |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 5 | | | | 283,133 | | | | (12,839 | ) |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 113,350 | | | | (1,650 | ) |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 56,675 | | | | (983 | ) |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 56,653 | | | | (673 | ) |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 113,260 | | | | (2,728 | ) |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 4 | | | | 225,543 | | | | (3,987 | ) |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 171,025 | | | | 19,025 | |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 171,935 | | | | 19,935 | |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 343,410 | | | | 31,935 | |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 341,930 | | | | 30,630 | |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 170,985 | | | | 21,790 | |
LME Silver Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 170,985 | | | | 10,441 | |
LME Silver Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 170,660 | | | | 3,685 | |
LME Silver Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 340,850 | | | | (3,807 | ) |
LME Silver Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 340,670 | | | | (8,542 | ) |
LME Silver Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 170,106 | | | | (6,844 | ) |
LME Silver Forward - 90 Day Settlement | | | Nov-21 | | | | 3 | | | | 509,149 | | | | 25,579 | |
LME Silver Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 169,568 | | | | 3,318 | |
LME Zinc Forward | | | Sep-21 | | | | 194 | | | | 14,545,150 | | | | (27,326 | ) |
LME Zinc Forward | | | Oct-21 | | | | 9 | | | | 675,563 | | | | 420 | |
LME Zinc Forward | | | Nov-21 | | | | 12 | | | | 901,425 | | | | 12,719 | |
LME Zinc Forward | | | Dec-21 | | | | 134 | | | | 10,069,263 | | | | 30,688 | |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 149,719 | | | | 395 | |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 74,917 | | | | (583 | ) |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 74,927 | | | | 352 | |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 74,969 | | | | 394 | |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 8 | | | | 599,700 | | | | 26,030 | |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 149,956 | | | | 5,676 | |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 74,986 | | | | 2,486 | |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 149,979 | | | | 4,499 | |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 75,013 | | | | 1,706 | |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 75,043 | | | | 1,677 | |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 75,048 | | | | 417 | |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 75,050 | | | | (138 | ) |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | 150,120 | | | | 2,770 | |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 75,050 | | | | 488 | |
LME Zinc Forward - 90 Day Settlement | | | Nov-21 | | | | 3 | | | | 225,278 | | | | 1,940 | |
LME Zinc Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 150,192 | | | | 1,017 | |
LME Zinc Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 75,119 | | | | 300 | |
LME Zinc Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 150,088 | | | | (1,173 | ) |
LME Zinc Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 150,155 | | | | (1,156 | ) |
Long Gilt Futures | | | Dec-21 | | | | 415 | | | | 73,169,175 | | | | (359,456 | ) |
Low Sulphur Gasoil G Futures | | | Sep-21 | | | | 8 | | | | 481,200 | | | | 9,175 | |
Low Sulphur Gasoil G Futures | | | Oct-21 | | | | 143 | | | | 8,605,025 | | | | 270,775 | |
Low Sulphur Gasoil G Futures | | | Nov-21 | | | | 20 | | | | 1,198,000 | | | | 30,100 | |
Low Sulphur Gasoil G Futures | | | Dec-21 | | | | 1 | | | | 59,525 | | | | 75 | |
Low Sulphur Gasoil G Futures | | | Jan-22 | | | | 1 | | | | 59,275 | | | | 75 | |
Mill Wheat Euro | | | Sep-21 | | | | 2 | | | | 29,371 | | | | 2,642 | |
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, 2021
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Mill Wheat Euro | | | Dec-21 | | | | 32 | | | $ | 463,326 | | | $ | 35,334 | |
Mill Wheat Euro | | | Mar-22 | | | | 27 | | | | 386,548 | | | | 3,941 | |
Mill Wheat Euro | | | May-22 | | | | 4 | | | | 56,971 | | | | 738 | |
Mini FTSE/MIB Pound Futures | | | Sep-21 | | | | 3 | | | | 92,134 | | | | 1,588 | |
Mini TOPIX Index Futures | | | Sep-21 | | | | 13 | | | | 232,137 | | | | 1,300 | |
MSCI EAFE Index Futures | | | Sep-21 | | | | 36 | | | | 4,232,700 | | | | 33,715 | |
MSCI Emerging Markets Index Futures | | | Sep-21 | | | | 67 | | | | 4,352,320 | | | | 28,630 | |
MSCI Singapore Exchange ETS | | | Sep-21 | | | | 33 | | | | 864,365 | | | | (13,299 | ) |
MXN Currency Futures | | | Sep-21 | | | | 846 | | | | 21,031,560 | | | | (140,830 | ) |
Nasdaq 100 E-Mini | | | Sep-21 | | | | 255 | | | | 79,470,749 | | | | 2,862,017 | |
Natural Gas Futures | | | Oct-21 | | | | 661 | | | | 28,931,970 | | | | 2,396,470 | |
Natural Gas Futures | | | Nov-21 | | | | 266 | | | | 11,770,500 | | | | 804,990 | |
Natural Gas Futures | | | Dec-21 | | | | 3 | | | | 135,450 | | | | 12,050 | |
Natural Gas Futures ICE | | | Oct-21 | | | | 20 | | | | 1,088,612 | | | | 161,084 | |
Natural Gas Futures ICE | | | Nov-21 | | | | 10 | | | | 540,978 | | | | 66,488 | |
Nikkei 225 (Chicago Mercantile Exchange) | | | Sep-21 | | | | 4 | | | | 561,400 | | | | (4,325 | ) |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-21 | | | | 10 | | | | 2,561,469 | | | | 40,904 | |
Nikkei 225 (Singapore Exchange) | | | Sep-21 | | | | 218 | | | | 27,920,011 | | | | 188,215 | |
Nikkei/Yen Futures | | | Sep-21 | | | | 7 | | | | 893,015 | | | | 12,180 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-21 | | | | 211 | | | | 18,877,832 | | | | 197,824 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Nov-21 | | | | 21 | | | | 1,873,544 | | | | 16,393 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Dec-21 | | | | 3 | | | | 267,007 | | | | 3,696 | |
NZD Currency Futures | | | Sep-21 | | | | 76 | | | | 5,362,940 | | | | (69,835 | ) |
OAT Futures | | | Dec-21 | | | | 3 | | | | 75,338 | | | | 4,088 | |
OMX Stockholm 30 Index Futures | | | Sep-21 | | | | 806 | | | | 21,984,280 | | | | (24,700 | ) |
Orange Juice Futures | | | Nov-21 | | | | 9 | | | | 184,883 | | | | (14,228 | ) |
Palm Oil Futures | | | Oct-21 | | | | 4 | | | | 105,196 | | | | 1,341 | |
Palm Oil Futures | | | Nov-21 | | | | 34 | | | | 869,834 | | | | (1,058 | ) |
Palm Oil Futures | | | Dec-21 | | | | 9 | | | | 225,758 | | | | (3,494 | ) |
Palm Oil Futures | | | Jan-22 | | | | 2 | | | | 49,278 | | | | (842 | ) |
Rapeseed Euro | | | Nov-21 | | | | 10 | | | | 334,890 | | | | 14,922 | |
Rapeseed Euro | | | Feb-22 | | | | 7 | | | | 232,770 | | | | 13,962 | |
Red Wheat Futures (Minneapolis Grain Exchange) | | | Dec-21 | | | | 13 | | | | 587,275 | | | | 4,463 | |
Red Wheat Futures (Minneapolis Grain Exchange) | | | Mar-22 | | | | 4 | | | | 178,450 | | | | (1,138 | ) |
Russell 2000 E-Mini | | | Sep-21 | | | | 72 | | | | 8,176,320 | | | | 29,115 | |
S&P 500 E-Mini Futures | | | Sep-21 | | | | 466 | | | | 105,327,649 | | | | 2,089,708 | |
S&P Mid 400 E-Mini | | | Sep-21 | | | | 19 | | | | 5,228,800 | | | | 77,450 | |
S&P/TSX 60 IX Futures | | | Sep-21 | | | | 73 | | | | 14,232,584 | | | | 301,871 | |
SGX Iron Ore 62% Futures | | | Oct-21 | | | | 5 | | | | 75,100 | | | | (6,120 | ) |
SGX Iron Ore 62% Futures | | | Nov-21 | | | | 3 | | | | 44,313 | | | | (5,327 | ) |
SGX Iron Ore 62% Futures | | | Dec-21 | | | | 2 | | | | 28,992 | | | | 39 | |
SGX Nifty 50 | | | Sep-21 | | | | 248 | | | | 8,494,248 | | | | 247,674 | |
Short BTP Future | | | Sep-21 | | | | 153 | | | | 20,491,652 | | | | 29,283 | |
Soybean Futures | | | Nov-21 | | | | 59 | | | | 3,812,875 | | | | (164,913 | ) |
Soybean Futures | | | Jan-22 | | | | 6 | | | | 390,075 | | | | (22,025 | ) |
Soybean Futures | | | Mar-22 | | | | 58 | | | | 3,785,225 | | | | (186,175 | ) |
Soybean Meal Futures | | | Dec-21 | | | | 4 | | | | 138,240 | | | | (6,150 | ) |
Soybean Oil Futures | | | Dec-21 | | | | 85 | | | | 2,996,250 | | | | (162,174 | ) |
Soybean Oil Futures | | | Jan-22 | | | | 9 | | | | 317,088 | | | | (7,590 | ) |
Soybean Oil Futures | | | Mar-22 | | | | 2 | | | | 70,248 | | | | 192 | |
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, 2021
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
SPI 200 Futures | | | Sep-21 | | | | 139 | | | $ | 19,557,715 | | | $ | 403,066 | |
STOXX Dividend Futures | | | Dec-22 | | | | 3 | | | | 40,027 | | | | 2,161 | |
STOXX Europe 600 Banks Index | | | Sep-21 | | | | 8 | | | | 64,044 | | | | (502 | ) |
STOXX Europe 600 Index | | | Sep-21 | | | | 33 | | | | 915,086 | | | | 8,100 | |
STOXX Europe 600 Institutional Index | | | Sep-21 | | | | 1 | | | | 18,178 | | | | (30 | ) |
STOXX Europe 600 Utilities Index | | | Sep-21 | | | | 2 | | | | 46,321 | | | | 921 | |
Sugar No. 11 (World) | | | Oct-21 | | | | 393 | | | | 8,732,774 | | | | 658,635 | |
Sugar No. 11 (World) | | | Mar-22 | | | | 418 | | | | 9,620,688 | | | | 1,162,504 | |
Sugar No. 11 (World) | | | May-22 | | | | 61 | | | | 1,354,102 | | | | 12,096 | |
Topix Index Futures | | | Sep-21 | | | | 52 | | | | 9,285,461 | | | | 110,621 | |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 2,131 | | | | 284,388,609 | | | | 977,781 | |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 868 | | | | 191,244,812 | | | | 116,032 | |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 697 | | | | 86,231,968 | | | | 237,094 | |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-21 | | | | 328 | | | | 53,453,750 | | | | 144,430 | |
U.S. Treasury Ultra 10-Year Notes | | | Dec-21 | | | | 9 | | | | 1,332,141 | | | | 4,703 | |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-21 | | | | 13 | | | | 2,564,656 | | | | 602 | |
USD/NOK Futures | | | Sep-21 | | | | 2 | | | | 199,790 | | | | 10,031 | |
USD/SEK Futures | | | Sep-21 | | | | 8 | | | | 799,189 | | | | 34,755 | |
Wheat (Chicago Board of Trade) | | | Dec-21 | | | | 572 | | | | 20,656,350 | | | | (151,754 | ) |
Wheat (Chicago Board of Trade) | | | Mar-22 | | | | 37 | | | | 1,363,450 | | | | (32,663 | ) |
Wheat (Chicago Board of Trade) | | | May-22 | | | | 2 | | | | 74,400 | | | | (4,388 | ) |
White Sugar ICE | | | Oct-21 | | | | 22 | | | | 531,630 | | | | (6,545 | ) |
White Sugar ICE | | | Dec-21 | | | | 19 | | | | 482,885 | | | | 22,170 | |
White Sugar ICE | | | Mar-22 | | | | 3 | | | | 77,700 | | | | 700 | |
WTI Crude Futures | | | Oct-21 | | | | 451 | | | | 30,893,500 | | | | 430,660 | |
WTI Crude Futures | | | Nov-21 | | | | 19 | | | | 1,296,940 | | | | 38,460 | |
WTI Crude Futures | | | Dec-21 | | | | 63 | | | | 4,280,220 | | | | 171,040 | |
WTI Crude Futures | | | Jan-22 | | | | 4 | | | | 270,400 | | | | (410 | ) |
WTI Crude Futures IPE | | | Oct-21 | | | | 5 | | | | 342,500 | | | | 9,780 | |
| | | | | | | | | | | | | | $ | 27,256,950 | |
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | | | Jun-22 | | | | 20 | | | $ | (5,934,150 | ) | | $ | (930 | ) |
3-Month Euro Euribor | | | Dec-22 | | | | 453 | | | | (134,355,000 | ) | | | 3,882 | |
90-DAY Eurodollar Futures | | | Mar-22 | | | | 1,736 | | | | (433,370,699 | ) | | | (214,575 | ) |
90-DAY Eurodollar Futures | | | Jun-23 | | | | 446 | | | | (110,786,399 | ) | | | 246,100 | |
90-DAY Eurodollar Futures | | | Mar-24 | | | | 25 | | | | (6,183,438 | ) | | | (6,875 | ) |
90-DAY Eurodollar Futures | | | Jun-24 | | | | 9 | | | | (2,224,013 | ) | | | (4,700 | ) |
90-DAY Eurodollar Futures | | | Jun-25 | | | | 3 | | | | (739,200 | ) | | | (3,288 | ) |
90-DAY Sterling Futures | | | Mar-22 | | | | 350 | | | | (59,972,416 | ) | | | (14,891 | ) |
90-DAY Sterling Futures | | | Jun-22 | | | | 296 | | | | (50,666,116 | ) | | | 50,242 | |
90-DAY Sterling Futures | | | Sep-22 | | | | 95 | | | | (16,250,473 | ) | | | 4,460 | |
90-DAY Sterling Futures | | | Dec-22 | | | | 69 | | | | (11,797,639 | ) | | | 4,537 | |
90-DAY Sterling Futures | | | Mar-23 | | | | 355 | | | | (60,673,592 | ) | | | 4,021 | |
90-DAY Sterling Futures | | | Jun-23 | | | | 604 | | | | (103,189,042 | ) | | | (20,021 | ) |
90-DAY Sterling Futures | | | Sep-23 | | | | 317 | | | | (54,138,095 | ) | | | (13,723 | ) |
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, 2021
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
90-DAY Sterling Futures | | | Dec-23 | | | | 258 | | | $ | (44,046,401 | ) | | $ | (13,104 | ) |
90-DAY Sterling Futures | | | Mar-24 | | | | 49 | | | | (8,363,718 | ) | | | (3,729 | ) |
90-DAY Sterling Futures | | | Jun-24 | | | | 48 | | | | (8,190,555 | ) | | | (3,188 | ) |
90-DAY Sterling Futures | | | Sep-24 | | | | 27 | | | | (4,605,795 | ) | | | 954 | |
AUD/USD Currency Futures | | | Sep-21 | | | | 1,284 | | | | (94,001,639 | ) | | | 2,430,327 | |
CAD Currency Futures | | | Sep-21 | | | | 240 | | | | (19,036,800 | ) | | | 31,812 | |
Canadian 10-Year Bond Futures | | | Dec-21 | | | | 21 | | | | (2,432,315 | ) | | | (3,250 | ) |
CHF Currency Futures | | | Sep-21 | | | | 16 | | | | (2,186,800 | ) | | | 18,446 | |
Cocoa Futures ICE | | | Dec-21 | | | | 11 | | | | (265,718 | ) | | | (7,108 | ) |
Corn Futures | | | Dec-21 | | | | 48 | | | | (1,282,200 | ) | | | 12,700 | |
Dollar Index | | | Sep-21 | | | | 6 | | | | (555,810 | ) | | | (1,795 | ) |
EUR Foreign Exchange Currency Futures | | | Sep-21 | | | | 1,664 | | | | (245,762,399 | ) | | | 1,731,179 | |
Euro E-Mini Futures | | | Sep-21 | | | | 1 | | | | (73,847 | ) | | | (391 | ) |
Euro STOXX 50 | | | Sep-21 | | | | 125 | | | | (6,171,628 | ) | | | (103,174 | ) |
Euro/JPY Futures | | | Sep-21 | | | | 50 | | | | (7,382,516 | ) | | | (17,043 | ) |
Euro-Bund Futures | | | Sep-21 | | | | 849 | | | | (175,880,896 | ) | | | (2,295,411 | ) |
Euro-Oat Futures | | | Sep-21 | | | | 319 | | | | (60,709,889 | ) | | | 22,576 | |
FTSE China A50 Index | | | Sep-21 | | | | 169 | | | | (2,493,426 | ) | | | 34,289 | |
Gasoline RBOB Futures | | | Oct-21 | | | | 2 | | | | (179,920 | ) | | | (10,030 | ) |
Gasoline RBOB Futures | | | Jan-22 | | | | 1 | | | | (84,214 | ) | | | (2,155 | ) |
GBP Currency Futures | | | Sep-21 | | | | 18 | | | | (1,547,775 | ) | | | 45,200 | |
Gold 100 Oz Futures | | | Dec-21 | | | | 95 | | | | (17,271,950 | ) | | | (383,289 | ) |
Hang Seng China Enterprises Index Futures | | | Sep-21 | | | | 98 | | | | (5,761,593 | ) | | | (144,006 | ) |
Hang Seng Index Futures | | | Sep-21 | | | | 87 | | | | (17,707,319 | ) | | | (232,776 | ) |
JPY Currency Futures | | | Sep-21 | | | | 1,495 | | | | (169,906,749 | ) | | | 343,635 | |
JPY Currency Futures | | | Dec-21 | | | | 11 | | | | (1,251,044 | ) | | | 3,110 | |
Lean Hogs Futures | | | Dec-21 | | | | 1 | | | | (32,780 | ) | | | 160 | |
Lean Hogs Futures | | | Feb-22 | | | | 1 | | | | (33,360 | ) | | | 220 | |
LME Aluminum Forward | | | Sep-21 | | | | 1,628 | | | | (110,419,099 | ) | | | (9,268,183 | ) |
LME Aluminum Forward | | | Dec-21 | | | | 407 | | | | (27,642,930 | ) | | | (849,817 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 12 | | | | (821,700 | ) | | | (89,375 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 14 | | | | (949,550 | ) | | | (83,013 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 6 | | | | (406,824 | ) | | | (49,549 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (67,831 | ) | | | (4,974 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (67,842 | ) | | | (4,984 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (67,845 | ) | | | (4,745 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (67,847 | ) | | | (4,422 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 4 | | | | (271,399 | ) | | | (15,995 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 5 | | | | (339,341 | ) | | | (27,799 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 9 | | | | (610,909 | ) | | | (44,910 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 6 | | | | (407,321 | ) | | | (29,682 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 5 | | | | (339,500 | ) | | | (34,750 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (67,900 | ) | | | (6,688 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 8 | | | | (543,200 | ) | | | (31,490 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Oct-21 | | | | 5 | | | | (339,500 | ) | | | (17,691 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 3 | | | | (203,700 | ) | | | (10,302 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (67,900 | ) | | | (2,834 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 9 | | | | (611,100 | ) | | | (26,054 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (67,906 | ) | | | (3,206 | ) |
LME Aluminum Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (135,888 | ) | | | (5,963 | ) |
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, 2021
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Copper Forward | | | Sep-21 | | | | 418 | | | $ | (99,538,862 | ) | | $ | 581,552 | |
LME Copper Forward | | | Oct-21 | | | | 1 | | | | (238,088 | ) | | | (7,673 | ) |
LME Copper Forward | | | Dec-21 | | | | 99 | | | | (23,565,093 | ) | | | (492,113 | ) |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 3 | | | | (714,619 | ) | | | 22,206 | |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (238,219 | ) | | | 6,694 | |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 3 | | | | (714,394 | ) | | | (3,056 | ) |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 3 | | | | (714,219 | ) | | | (35,144 | ) |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (476,167 | ) | | | 10,173 | |
LME Copper Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (238,097 | ) | | | 6,352 | |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (238,150 | ) | | | (3,763 | ) |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (476,350 | ) | | | 12,984 | |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (476,313 | ) | | | 8,053 | |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (238,131 | ) | | | (7,594 | ) |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (476,063 | ) | | | 8,215 | |
LME Copper Forward - 90 Day Settlement | | | Oct-21 | | | | 5 | | | | (1,190,243 | ) | | | (16,755 | ) |
LME Copper Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (476,166 | ) | | | (3,916 | ) |
LME Copper Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (476,252 | ) | | | (3,990 | ) |
LME Copper Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (475,936 | ) | | | (8,723 | ) |
LME Lead Forward | | | Sep-21 | | | | 160 | | | | (9,144,000 | ) | | | 82,474 | |
LME Lead Forward | | | Dec-21 | | | | 3 | | | | (168,938 | ) | | | 1,795 | |
LME Nickel Forward | | | Sep-21 | | | | 90 | | | | (10,566,450 | ) | | | (397,796 | ) |
LME Nickel Forward | | | Oct-21 | | | | 3 | | | | (352,053 | ) | | | (6,014 | ) |
LME Nickel Forward | | | Dec-21 | | | | 2 | | | | (234,552 | ) | | | (3,932 | ) |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (235,041 | ) | | | (17,443 | ) |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (117,471 | ) | | | (7,088 | ) |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (234,810 | ) | | | (22,830 | ) |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (117,351 | ) | | | (12,351 | ) |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 4 | | | | (469,344 | ) | | | (38,741 | ) |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (117,313 | ) | | | (547 | ) |
LME Nickel Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (234,654 | ) | | | (18,750 | ) |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (234,658 | ) | | | (14,599 | ) |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 3 | | | | (352,028 | ) | | | (9,740 | ) |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (234,688 | ) | | | (4,108 | ) |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (117,350 | ) | | | (6,140 | ) |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (117,329 | ) | | | (513 | ) |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (117,306 | ) | | | (1,175 | ) |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (117,316 | ) | | | (7,144 | ) |
LME Nickel Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (234,636 | ) | | | (4,044 | ) |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (117,321 | ) | | | (5,781 | ) |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (117,322 | ) | | | (2,014 | ) |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (117,300 | ) | | | (3,990 | ) |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (234,552 | ) | | | (12,522 | ) |
LME Nickel Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (117,276 | ) | | | (3,606 | ) |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 3 | | | | (178,950 | ) | | | (13,125 | ) |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (118,750 | ) | | | (11,965 | ) |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (59,000 | ) | | | (4,213 | ) |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (58,025 | ) | | | (3,713 | ) |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (57,150 | ) | | | (2,688 | ) |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 6 | | | | (341,862 | ) | | | (6,378 | ) |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (56,909 | ) | | | (2,672 | ) |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (113,779 | ) | | | (197 | ) |
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, 2021
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Palladium Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | $ | (56,850 | ) | | $ | 2,464 | |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (113,675 | ) | | | 2,742 | |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 3 | | | | (170,438 | ) | | | 6,018 | |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 3 | | | | (170,419 | ) | | | 6,168 | |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (56,688 | ) | | | 1,750 | |
LME Palladium Forward - 90 Day Settlement | | | Oct-21 | | | | 4 | | | | (226,506 | ) | | | 3,494 | |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (113,350 | ) | | | 2,363 | |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (56,675 | ) | | | (25 | ) |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (56,653 | ) | | | 907 | |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (113,260 | ) | | | 1,865 | |
LME Palladium Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (56,379 | ) | | | 797 | |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (171,025 | ) | | | (16,975 | ) |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (171,935 | ) | | | (22,085 | ) |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (343,410 | ) | | | (29,710 | ) |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (341,930 | ) | | | (46,905 | ) |
LME Silver Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (170,985 | ) | | | (10,636 | ) |
LME Silver Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (170,985 | ) | | | 2,179 | |
LME Silver Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (170,660 | ) | | | 1,960 | |
LME Silver Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (340,850 | ) | | | 8,396 | |
LME Silver Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (340,670 | ) | | | (17,535 | ) |
LME Silver Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (170,106 | ) | | | (8,751 | ) |
LME Silver Forward - 90 Day Settlement | | | Nov-21 | | | | 3 | | | | (509,149 | ) | | | (23,849 | ) |
LME Zinc Forward | | | Sep-21 | | | | 194 | | | | (14,545,150 | ) | | | (94,030 | ) |
LME Zinc Forward | | | Dec-21 | | | | 4 | | | | (300,575 | ) | | | (4,733 | ) |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (149,719 | ) | | | (9,069 | ) |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (74,917 | ) | | | (2,312 | ) |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (74,927 | ) | | | 1,111 | |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (74,969 | ) | | | (2,303 | ) |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 8 | | | | (599,700 | ) | | | (21,263 | ) |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (149,956 | ) | | | (4,011 | ) |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (74,986 | ) | | | (2,351 | ) |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (149,979 | ) | | | (4,654 | ) |
LME Zinc Forward - 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (75,013 | ) | | | (1,250 | ) |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (75,043 | ) | | | (1,122 | ) |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (75,048 | ) | | | (1,692 | ) |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (75,050 | ) | | | (523 | ) |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 2 | | | | (150,120 | ) | | | 1,191 | |
LME Zinc Forward - 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (75,050 | ) | | | (313 | ) |
LME Zinc Forward - 90 Day Settlement | | | Nov-21 | | | | 3 | | | | (225,278 | ) | | | (1,678 | ) |
LME Zinc Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (150,192 | ) | | | 1,109 | |
LME Zinc Forward - 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (75,119 | ) | | | 469 | |
LME Zinc Forward - 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (150,088 | ) | | | (2,800 | ) |
Long Gilt Futures | | | Dec-21 | | | | 130 | | | | (22,920,464 | ) | | | 64,261 | |
Milk Futures | | | Sep-21 | | | | 2 | | | | (67,000 | ) | | | 4,640 | |
Mini H-Shares Index Futures | | | Sep-21 | | | | 13 | | | | (152,859 | ) | | | (2,437 | ) |
Mini HSI Index Futures | | | Sep-21 | | | | 20 | | | | (662,274 | ) | | | (12,748 | ) |
MSCI Emerging Markets Index Futures | | | Sep-21 | | | | 18 | | | | (1,169,280 | ) | | | (40,550 | ) |
New Zealand 3-Month Bank Bill Futures | | | Dec-21 | | | | 7 | | | | (488,916 | ) | | | 1,099 | |
New Zealand 3-Month Bank Bill Futures | | | Mar-22 | | | | 8 | | | | (557,013 | ) | | | 543 | |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-21 | | | | 35 | | | | (8,965,141 | ) | | | (139,890 | ) |
Nikkei 225 Mini | | | Sep-21 | | | | 27 | | | | (691,597 | ) | | | (16,984 | ) |
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, 2021
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-21 | | | | 114 | | | $ | (10,199,398 | ) | | $ | (480,504 | ) |
NZD Currency Futures | | | Sep-21 | | | | 4 | | | | (282,260 | ) | | | 5,660 | |
Palladium Futures | | | Dec-21 | | | | 2 | | | | (494,200 | ) | | | (9,230 | ) |
Platinum Futures | | | Oct-21 | | | | 174 | | | | (8,822,670 | ) | | | 554,660 | |
Rough Rice Futures | | | Nov-21 | | | | 1 | | | | (26,770 | ) | | | 110 | |
S&P 500 E-Mini Futures | | | Sep-21 | | | | 140 | | | | (31,643,499 | ) | | | (773,324 | ) |
SGX Iron Ore 62% Futures | | | Oct-21 | | | | 12 | | | | (180,240 | ) | | | 7,515 | |
Silver Futures | | | Dec-21 | | | | 140 | | | | (16,804,200 | ) | | | (141,515 | ) |
Silver Futures | | | Mar-22 | | | | 1 | | | | (120,295 | ) | | | (2,030 | ) |
Soybean Futures | | | Nov-21 | | | | 2 | | | | (129,250 | ) | | | 3,063 | |
Soybean Meal Futures | | | Dec-21 | | | | 33 | | | | (1,140,480 | ) | | | 44,950 | |
Soybean Meal Futures | | | Jan-22 | | | | 14 | | | | (485,800 | ) | | | 15,400 | |
Soybean Oil Futures | | | Dec-21 | | | | 6 | | | | (211,500 | ) | | | 3,564 | |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 36 | | | | (4,804,313 | ) | | | (14,664 | ) |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 350 | | | | (43,301,562 | ) | | | (93,922 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-21 | | | | 19 | | | | (3,096,406 | ) | | | (4,609 | ) |
| | | | | | | | | | | | | | $ | (10,928,610 | ) |
Total Futures Contracts | | | | | | | | | | | | | | $ | 16,328,340 | |
Forward foreign currency contracts outstanding as of August 31, 2021 were as follows:
Currency Purchased | | Currency Sold | | Expiration Date | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 200,000 | | | JPY | | | 16,117,636 | | | Sep 01 2021 | | | BOA | | | $ | (194 | ) |
AUD | | | 30,851,527 | | | USD | | | 22,512,517 | | | Sep 01 2021 | | | BOA | | | | 57,044 | |
AUD | | | 200,000 | | | JPY | | | 16,096,400 | | | Sep 02 2021 | | | BOA | | | | (1 | ) |
AUD | | | 26,765,877 | | | USD | | | 19,576,562 | | | Sep 02 2021 | | | BOA | | | | 4,228 | |
AUD | | | 20,200,000 | | | CAD | | | 18,796,807 | | | Sep 14 2021 | | | BOA | | | | (119,704 | ) |
AUD | | | 10,038,778 | | | EUR | | | 6,250,000 | | | Sep 14 2021 | | | BOA | | | | (37,298 | ) |
AUD | | | 23,000,000 | | | JPY | | | 1,835,925,812 | | | Sep 14 2021 | | | BOA | | | | 137,121 | |
AUD | | | 16,000,000 | | | NZD | | | 16,780,288 | | | Sep 14 2021 | | | BOA | | | | (118,443 | ) |
AUD | | | 8,400,000 | | | USD | | | 6,177,952 | | | Sep 14 2021 | | | BOA | | | | (32,417 | ) |
AUD | | | 6,533,000 | | | USD | | | 4,793,699 | | | Sep 17 2021 | | | BOA | | | | (13,987 | ) |
AUD | | | 35,088,000 | | | USD | | | 25,895,246 | | | Oct 15 2021 | | | BOA | | | | (220,035 | ) |
BRL | | | 11,581,689 | | | USD | | | 2,238,452 | | | Sep 02 2021 | | | BOA | | | | 891 | |
BRL | | | 18,460,017 | | | USD | | | 3,600,000 | | | Sep 15 2021 | | | BOA | | | | (36,915 | ) |
BRL | | | 2,680,668 | | | USD | | | 500,000 | | | Oct 04 2021 | | | BOA | | | | 15,934 | |
CAD | | | 33,144,639 | | | AUD | | | 35,800,000 | | | Sep 14 2021 | | | BOA | | | | 78,585 | |
CAD | | | 22,003,665 | | | EUR | | | 14,750,000 | | | Sep 14 2021 | | | BOA | | | | 18,988 | |
CAD | | | 14,200,000 | | | JPY | | | 1,231,166,000 | | | Sep 14 2021 | | | BOA | | | | 62,627 | |
CAD | | | 10,100,000 | | | USD | | | 8,054,431 | | | Sep 14 2021 | | | BOA | | | | (49,223 | ) |
CAD | | | 22,834,000 | | | USD | | | 18,796,419 | | | Sep 17 2021 | | | BOA | | | | (698,394 | ) |
CAD | | | 42,174,000 | | | USD | | | 33,702,510 | | | Oct 15 2021 | | | BOA | | | | (277,175 | ) |
CHF | | | 13,002,753 | | | USD | | | 14,185,394 | | | Sep 01 2021 | | | BOA | | | | 13,969 | |
CHF | | | 12,552,562 | | | USD | | | 13,705,723 | | | Sep 02 2021 | | | BOA | | | | 2,351 | |
CHF | | | 15,953,347 | | | EUR | | | 14,875,000 | | | Sep 14 2021 | | | BOA | | | | (141,257 | ) |
CHF | | | 5,500,000 | | | JPY | | | 663,213,150 | | | Sep 14 2021 | | | BOA | | | | (20,922 | ) |
CHF | | | 5,375,000 | | | USD | | | 5,925,510 | | | Sep 14 2021 | | | BOA | | | | (53,879 | ) |
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, 2021
Currency Purchased | | Currency Sold | | Expiration Date | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
CHF | | | 7,026,000 | | | USD | | | 7,736,667 | | | Sep 17 2021 | | | BOA | | | $ | (60,854 | ) |
CHF | | | 29,196,000 | | | USD | | | 31,784,270 | | | Oct 15 2021 | | | BOA | | | | 134,654 | |
CLP | | | 233,054,000 | | | USD | | | 300,000 | | | Sep 03 2021 | | | BOA | | | | 1,129 | |
CLP | | | 78,113,000 | | | USD | | | 100,000 | | | Sep 07 2021 | | | BOA | | | | 914 | |
CLP | | | 156,254,000 | | | USD | | | 200,000 | | | Sep 10 2021 | | | BOA | | | | 1,839 | |
CLP | | | 395,490,000 | | | USD | | | 500,000 | | | Sep 13 2021 | | | BOA | | | | 10,805 | |
CLP | | | 1,252,932,450 | | | USD | | | 1,750,000 | | | Sep 15 2021 | | | BOA | | | | (131,877 | ) |
CLP | | | 391,120,000 | | | USD | | | 500,000 | | | Sep 20 2021 | | | BOA | | | | 5,014 | |
CLP | | | 387,280,000 | | | USD | | | 500,000 | | | Sep 27 2021 | | | BOA | | | | (89 | ) |
CLP | | | 235,585,844 | | | USD | | | 300,000 | | | Sep 30 2021 | | | BOA | | | | 4,062 | |
CNH | | | 1,000,000 | | | USD | | | 154,844 | | | Sep 02 2021 | | | BOA | | | | 75 | |
CNH | | | 66,828,292 | | | USD | | | 10,300,000 | | | Sep 14 2021 | | | BOA | | | | 41,495 | |
CNH | | | 157,429,358 | | | USD | | | 24,387,235 | | | Sep 15 2021 | | | BOA | | | | (28,112 | ) |
CNH | | | 6,500,000 | | | USD | | | 998,650 | | | Dec 15 2021 | | | BOA | | | | 98 | |
COP | | | 3,149,575,325 | | | USD | | | 850,000 | | | Sep 15 2021 | | | BOA | | | | (15,032 | ) |
CZK | | | 145,393,602 | | | EUR | | | 5,700,000 | | | Sep 15 2021 | | | BOA | | | | 20,004 | |
EUR | | | 100,000 | | | GBP | | | 85,727 | | | Sep 01 2021 | | | BOA | | | | 214 | |
EUR | | | 1,500,000 | | | SEK | | | 15,237,284 | | | Sep 01 2021 | | | BOA | | | | 5,413 | |
EUR | | | 74,296,356 | | | USD | | | 87,655,204 | | | Sep 01 2021 | | | BOA | | | | 71,777 | |
EUR | | | 488,634 | | | NOK | | | 5,000,000 | | | Sep 02 2021 | | | BOA | | | | 1,879 | |
EUR | | | 70,171,344 | | | USD | | | 82,858,323 | | | Sep 02 2021 | | | BOA | | | | (499 | ) |
EUR | | | 2,875,000 | | | AUD | | | 4,658,149 | | | Sep 14 2021 | | | BOA | | | | (12,335 | ) |
EUR | | | 6,750,000 | | | CAD | | | 10,189,307 | | | Sep 14 2021 | | | BOA | | | | (103,669 | ) |
EUR | | | 800,000 | | | GBP | | | 684,149 | | | Sep 14 2021 | | | BOA | | | | 4,237 | |
EUR | | | 800,000 | | | HUF | | | 285,348,880 | | | Sep 14 2021 | | | BOA | | | | (20,156 | ) |
EUR | | | 5,600,000 | | | JPY | | | 726,040,204 | | | Sep 14 2021 | | | BOA | | | | 13,828 | |
EUR | | | 1,000,000 | | | PLN | | | 4,559,209 | | | Sep 14 2021 | | | BOA | | | | (9,298 | ) |
EUR | | | 9,500,000 | | | USD | | | 11,267,348 | | | Sep 14 2021 | | | BOA | | | | (47,040 | ) |
EUR | | | 2,050,000 | | | CZK | | | 52,543,306 | | | Sep 15 2021 | | | BOA | | | | (18,927 | ) |
EUR | | | 4,300,000 | | | HUF | | | 1,534,520,451 | | | Sep 15 2021 | | | BOA | | | | (110,717 | ) |
EUR | | | 16,317,078 | | | NOK | | | 170,039,168 | | | Sep 15 2021 | | | BOA | | | | (285,927 | ) |
EUR | | | 8,469,395 | | | PLN | | | 38,727,373 | | | Sep 15 2021 | | | BOA | | | | (108,219 | ) |
EUR | | | 15,118,509 | | | SEK | | | 154,636,445 | | | Sep 15 2021 | | | BOA | | | | (64,982 | ) |
EUR | | | 7,479,000 | | | USD | | | 9,121,388 | | | Sep 17 2021 | | | BOA | | | | (287,468 | ) |
EUR | | | 5,631,000 | | | USD | | | 6,648,097 | | | Oct 15 2021 | | | BOA | | | | 6,751 | |
GBP | | | 85,751 | | | EUR | | | 100,000 | | | Sep 01 2021 | | | BOA | | | | (182 | ) |
GBP | | | 21,976,875 | | | USD | | | 30,113,264 | | | Sep 01 2021 | | | BOA | | | | 101,759 | |
GBP | | | 21,976,875 | | | USD | | | 30,245,015 | | | Sep 02 2021 | | | BOA | | | | (29,963 | ) |
GBP | | | 21,976,875 | | | USD | | | 30,223,038 | | | Sep 03 2021 | | | BOA | | | | (7,956 | ) |
GBP | | | 7,875,000 | | | AUD | | | 14,799,385 | | | Sep 14 2021 | | | BOA | | | | (121 | ) |
GBP | | | 1,500,000 | | | CHF | | | 1,885,775 | | | Sep 14 2021 | | | BOA | | | | 2,325 | |
GBP | | | 9,886,800 | | | EUR | | | 11,600,000 | | | Sep 14 2021 | | | BOA | | | | (107,302 | ) |
GBP | | | 4,000,000 | | | JPY | | | 607,530,058 | | | Sep 14 2021 | | | BOA | | | | (23,334 | ) |
GBP | | | 6,125,000 | | | USD | | | 8,512,682 | | | Sep 14 2021 | | | BOA | | | | (91,467 | ) |
GBP | | | 14,168,000 | | | USD | | | 19,999,827 | | | Sep 17 2021 | | | BOA | | | | (520,182 | ) |
GBP | | | 3,513,000 | | | USD | | | 4,809,014 | | | Oct 15 2021 | | | BOA | | | | 21,313 | |
HUF | | | 247,795,020 | | | EUR | | | 700,000 | | | Sep 14 2021 | | | BOA | | | | 11,260 | |
HUF | | | 1,563,683,680 | | | USD | | | 5,200,000 | | | Sep 14 2021 | | | BOA | | | | 88,234 | |
HUF | | | 4,245,237,056 | | | EUR | | | 12,100,000 | | | Sep 15 2021 | | | BOA | | | | 65,247 | |
HUF | | | 1,150,500,000 | | | USD | | | 3,808,326 | | | Oct 15 2021 | | | BOA | | | | 79,312 | |
IDR | | | 23,140,741,000 | | | USD | | | 1,600,000 | | | Sep 30 2021 | | | BOA | | | | 18,177 | |
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, 2021
Currency Purchased | | Currency Sold | | Expiration Date | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
ILS | | | 11,599,783 | | | USD | | | 3,600,000 | | | Sep 14 2021 | | | BOA | | | $ | 16,372 | |
ILS | | | 13,269,011 | | | USD | | | 4,100,000 | | | Sep 17 2021 | | | BOA | | | | 36,840 | |
INR | | | 663,379,774 | | | USD | | | 8,900,000 | | | Sep 07 2021 | | | BOA | | | | 181,174 | |
INR | | | 647,693,250 | | | USD | | | 8,700,000 | | | Sep 13 2021 | | | BOA | | | | 160,742 | |
INR | | | 769,890,318 | | | USD | | | 10,400,000 | | | Sep 15 2021 | | | BOA | | | | 130,199 | |
INR | | | 646,527,450 | | | USD | | | 8,700,000 | | | Sep 20 2021 | | | BOA | | | | 138,169 | |
INR | | | 637,522,950 | | | USD | | | 8,700,000 | | | Sep 27 2021 | | | BOA | | | | 8,554 | |
INR | | | 1,075,619,373 | | | USD | | | 14,500,000 | | | Sep 30 2021 | | | BOA | | | | 188,234 | |
INR | | | 645,330,400 | | | USD | | | 8,800,000 | | | Oct 01 2021 | | | BOA | | | | 11,505 | |
JPY | | | 16,037,534 | | | AUD | | | 200,000 | | | Sep 01 2021 | | | BOA | | | | (534 | ) |
JPY | | | 620,904,511 | | | USD | | | 5,650,751 | | | Sep 01 2021 | | | BOA | | | | (6,894 | ) |
JPY | | | 620,824,410 | | | USD | | | 5,642,832 | | | Sep 02 2021 | | | BOA | | | | 337 | |
JPY | | | 1,201,865,220 | | | AUD | | | 15,200,000 | | | Sep 14 2021 | | | BOA | | | | (194,638 | ) |
JPY | | | 669,294,544 | | | CAD | | | 7,800,000 | | | Sep 14 2021 | | | BOA | | | | (97,852 | ) |
JPY | | | 180,162,250 | | | CHF | | | 1,500,000 | | | Sep 14 2021 | | | BOA | | | | (785 | ) |
JPY | | | 190,330,206 | | | GBP | | | 1,250,000 | | | Sep 14 2021 | | | BOA | | | | 11,629 | |
JPY | | | 715,802,580 | | | NZD | | | 9,400,000 | | | Sep 14 2021 | | | BOA | | | | (116,526 | ) |
JPY | | | 2,240,642,000 | | | USD | | | 20,340,577 | | | Sep 17 2021 | | | BOA | | | | 29,133 | |
JPY | | | 943,400,000 | | | USD | | | 8,600,280 | | | Oct 15 2021 | | | BOA | | | | (21,779 | ) |
KRW | | | 8,048,390,000 | | | USD | | | 7,000,000 | | | Sep 07 2021 | | | BOA | | | | (59,220 | ) |
KRW | | | 7,861,140,000 | | | USD | | | 6,800,000 | | | Sep 13 2021 | | | BOA | | | | (21,189 | ) |
KRW | | | 4,034,975,972 | | | USD | | | 3,600,000 | | | Sep 15 2021 | | | BOA | | | | (120,647 | ) |
KRW | | | 8,007,612,000 | | | USD | | | 6,800,000 | | | Sep 23 2021 | | | BOA | | | | 104,289 | |
KRW | | | 8,051,831,000 | | | USD | | | 6,900,000 | | | Sep 24 2021 | | | BOA | | | | 42,332 | |
KRW | | | 7,904,864,000 | | | USD | | | 6,800,000 | | | Sep 27 2021 | | | BOA | | | | 15,371 | |
MXN | | | 71,000,000 | | | USD | | | 3,557,239 | | | Sep 14 2021 | | | BOA | | | | (28,967 | ) |
MXN | | | 200,223,000 | | | USD | | | 10,003,775 | | | Sep 17 2021 | | | BOA | | | | (58,169 | ) |
MXN | | | 320,790,000 | | | USD | | | 15,928,368 | | | Oct 15 2021 | | | BOA | | | | (55,730 | ) |
NOK | | | 5,000,000 | | | EUR | | | 488,636 | | | Sep 02 2021 | | | BOA | | | | (1,882 | ) |
NOK | | | 55,500,000 | | | SEK | | | 54,995,758 | | | Sep 02 2021 | | | BOA | | | | 10,452 | |
NOK | | | 11,767,853 | | | EUR | | | 1,125,000 | | | Sep 14 2021 | | | BOA | | | | 24,838 | |
NOK | | | 26,410,805 | | | USD | | | 3,000,000 | | | Sep 14 2021 | | | BOA | | | | 37,816 | |
NOK | | | 178,097,447 | | | EUR | | | 17,478,118 | | | Sep 15 2021 | | | BOA | | | | (158,512 | ) |
NZD | | | 41,406,549 | | | AUD | | | 39,400,000 | | | Sep 14 2021 | | | BOA | | | | 351,625 | |
NZD | | | 16,400,000 | | | JPY | | | 1,245,656,960 | | | Sep 14 2021 | | | BOA | | | | 232,301 | |
NZD | | | 5,800,000 | | | USD | | | 4,067,621 | | | Sep 14 2021 | | | BOA | | | | 19,347 | |
NZD | | | 18,330,000 | | | USD | | | 12,856,191 | | | Sep 17 2021 | | | BOA | | | | 60,037 | |
PHP | | | 57,993,080 | | | USD | | | 1,200,000 | | | Sep 15 2021 | | | BOA | | | | (34,692 | ) |
PHP | | | 9,990,500 | | | USD | | | 200,000 | | | Sep 30 2021 | | | BOA | | | | 659 | |
PLN | | | 15,705,160 | | | EUR | | | 3,476,843 | | | Sep 15 2021 | | | BOA | | | | (6,003 | ) |
PLN | | | 147,550,000 | | | USD | | | 37,807,078 | | | Oct 15 2021 | | | BOA | | | | 719,184 | |
RUB | | | 524,851,129 | | | USD | | | 7,100,000 | | | Sep 14 2021 | | | BOA | | | | 49,640 | |
RUB | | | 678,823,317 | | | USD | | | 9,200,000 | | | Sep 15 2021 | | | BOA | | | | 45,475 | |
RUB | | | 133,912,696 | | | USD | | | 1,800,000 | | | Sep 30 2021 | | | BOA | | | | 19,125 | |
SEK | | | 15,298,179 | | | EUR | | | 1,500,000 | | | Sep 01 2021 | | | BOA | | | | 1,643 | |
SEK | | | 81,542,387 | | | EUR | | | 8,000,000 | | | Sep 14 2021 | | | BOA | | | | 1,617 | |
SEK | | | 46,819,092 | | | NOK | | | 48,000,000 | | | Sep 14 2021 | | | BOA | | | | (94,978 | ) |
SEK | | | 32,627,279 | | | USD | | | 3,800,000 | | | Sep 14 2021 | | | BOA | | | | (18,685 | ) |
SEK | | | 169,541,200 | | | EUR | | | 16,767,223 | | | Sep 15 2021 | | | BOA | | | | (154,943 | ) |
SEK | | | 143,950,000 | | | USD | | | 16,564,783 | | | Oct 15 2021 | | | BOA | | | | 121,943 | |
SEK | | | 1,000,000 | | | EUR | | | 98,276 | | | Dec 15 2021 | | | BOA | | | | (312 | ) |
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, 2021
Currency Purchased | | Currency Sold | | Expiration Date | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
SGD | | | 13,153,913 | | | USD | | | 9,792,380 | | | Sep 02 2021 | | | BOA | | | $ | (8,591 | ) |
SGD | | | 16,507,012 | | | USD | | | 12,200,000 | | | Sep 14 2021 | | | BOA | | | | 77,475 | |
SGD | | | 6,382,254 | | | USD | | | 4,800,000 | | | Sep 15 2021 | | | BOA | | | | (53,055 | ) |
THB | | | 89,769,288 | | | USD | | | 2,750,000 | | | Sep 15 2021 | | | BOA | | | | 34,901 | |
TRY | | | 500,000 | | | USD | | | 60,117 | | | Sep 01 2021 | | | BOA | | | | (25 | ) |
TRY | | | 4,000,000 | | | USD | | | 463,207 | | | Sep 15 2021 | | | BOA | | | | 14,119 | |
TWD | | | 72,529,600 | | | USD | | | 2,600,000 | | | Sep 07 2021 | | | BOA | | | | 17,103 | |
TWD | | | 72,337,200 | | | USD | | | 2,600,000 | | | Sep 13 2021 | | | BOA | | | | 10,141 | |
TWD | | | 82,641,851 | | | USD | | | 3,000,000 | | | Sep 15 2021 | | | BOA | | | | (18,044 | ) |
TWD | | | 16,701,000 | | | USD | | | 600,000 | | | Sep 16 2021 | | | BOA | | | | 2,619 | |
TWD | | | 55,658,000 | | | USD | | | 2,000,000 | | | Sep 22 2021 | | | BOA | | | | 8,283 | |
TWD | | | 55,824,000 | | | USD | | | 2,000,000 | | | Sep 27 2021 | | | BOA | | | | 14,260 | |
TWD | | | 11,166,800 | | | USD | | | 400,000 | | | Sep 30 2021 | | | BOA | | | | 2,923 | |
TWD | | | 55,420,000 | | | USD | | | 2,000,000 | | | Oct 04 2021 | | | BOA | | | | (315 | ) |
USD | | | 22,558,637 | | | AUD | | | 30,851,527 | | | Sep 01 2021 | | | BOA | | | | (10,925 | ) |
USD | | | 19,528,384 | | | AUD | | | 26,765,877 | | | Sep 02 2021 | | | BOA | | | | (52,406 | ) |
USD | | | 19,576,562 | | | AUD | | | 26,765,877 | | | Sep 03 2021 | | | BOA | | | | (4,330 | ) |
USD | | | 28,700,992 | | | AUD | | | 38,867,000 | | | Sep 17 2021 | | | BOA | | | | 264,887 | |
USD | | | 6,199,706 | | | AUD | | | 8,586,000 | | | Oct 15 2021 | | | BOA | | | | (82,993 | ) |
USD | | | 2,213,349 | | | BRL | | | 11,581,689 | | | Sep 02 2021 | | | BOA | | | | (25,994 | ) |
USD | | | 1,600,000 | | | BRL | | | 8,450,802 | | | Sep 15 2021 | | | BOA | | | | (31,143 | ) |
USD | | | 300,000 | | | BRL | | | 1,588,545 | | | Oct 04 2021 | | | BOA | | | | (5,739 | ) |
USD | | | 1,917,281 | | | CAD | | | 2,400,000 | | | Sep 14 2021 | | | BOA | | | | 15,053 | |
USD | | | 33,097,177 | | | CAD | | | 41,460,000 | | | Sep 17 2021 | | | BOA | | | | 236,348 | |
USD | | | 5,637,780 | | | CAD | | | 7,137,000 | | | Oct 15 2021 | | | BOA | | | | (18,706 | ) |
USD | | | 14,270,079 | | | CHF | | | 13,002,753 | | | Sep 01 2021 | | | BOA | | | | 70,715 | |
USD | | | 13,691,862 | | | CHF | | | 12,552,562 | | | Sep 02 2021 | | | BOA | | | | (16,213 | ) |
USD | | | 12,234,536 | | | CHF | | | 11,203,042 | | | Sep 03 2021 | | | BOA | | | | (86 | ) |
USD | | | 15,436,538 | | | CHF | | | 14,190,000 | | | Sep 17 2021 | | | BOA | | | | (65,850 | ) |
USD | | | 300,000 | | | CLP | | | 228,537,432 | | | Sep 03 2021 | | | BOA | | | | 4,707 | |
USD | | | 100,000 | | | CLP | | | 77,697,000 | | | Sep 07 2021 | | | BOA | | | | (377 | ) |
USD | | | 200,000 | | | CLP | | | 156,396,288 | | | Sep 10 2021 | | | BOA | | | | (2,023 | ) |
USD | | | 500,000 | | | CLP | | | 391,247,288 | | | Sep 13 2021 | | | BOA | | | | (5,326 | ) |
USD | | | 3,550,000 | | | CLP | | | 2,718,093,482 | | | Sep 15 2021 | | | BOA | | | | 39,668 | |
USD | | | 500,000 | | | CLP | | | 395,595,000 | | | Sep 20 2021 | | | BOA | | | | (10,792 | ) |
USD | | | 500,000 | | | CLP | | | 391,255,000 | | | Sep 27 2021 | | | BOA | | | | (5,042 | ) |
USD | | | 700,000 | | | CLP | | | 548,634,392 | | | Sep 30 2021 | | | BOA | | | | (8,103 | ) |
USD | | | 400,000 | | | CLP | | | 309,932,000 | | | Oct 04 2021 | | | BOA | | | | 44 | |
USD | | | 154,844 | | | CNH | | | 1,000,000 | | | Sep 02 2021 | | | BOA | | | | (75 | ) |
USD | | | 3,000,000 | | | CNH | | | 19,483,915 | | | Sep 14 2021 | | | BOA | | | | (15,082 | ) |
USD | | | 7,593,905 | | | CNH | | | 49,334,876 | | | Sep 15 2021 | | | BOA | | | | (39,705 | ) |
USD | | | 2,650,000 | | | COP | | | 10,209,945,975 | | | Sep 15 2021 | | | BOA | | | | (56,707 | ) |
USD | | | 87,653,940 | | | EUR | | | 74,296,344 | | | Sep 01 2021 | | | BOA | | | | (73,027 | ) |
USD | | | 82,788,853 | | | EUR | | | 70,171,344 | | | Sep 02 2021 | | | BOA | | | | (68,970 | ) |
USD | | | 82,859,025 | | | EUR | | | 70,171,344 | | | Sep 03 2021 | | | BOA | | | | (337 | ) |
USD | | | 2,648,592 | | | EUR | | | 2,250,000 | | | Sep 14 2021 | | | BOA | | | | (8,849 | ) |
USD | | | 64,808,511 | | | EUR | | | 54,888,000 | | | Sep 17 2021 | | | BOA | | | | (23,176 | ) |
USD | | | 93,038,706 | | | EUR | | | 79,189,000 | | | Oct 15 2021 | | | BOA | | | | (548,718 | ) |
USD | | | 30,244,607 | | | GBP | | | 21,976,898 | | | Sep 01 2021 | | | BOA | | | | 29,553 | |
USD | | | 30,222,599 | | | GBP | | | 21,976,875 | | | Sep 02 2021 | | | BOA | | | | 7,546 | |
USD | | | 1,732,893 | | | GBP | | | 1,250,000 | | | Sep 14 2021 | | | BOA | | | | 14,277 | |
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, 2021
Currency Purchased | | Currency Sold | | Expiration Date | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 37,841,034 | | | GBP | | | 27,461,000 | | | Sep 17 2021 | | | BOA | | | $ | 84,782 | |
USD | | | 9,424,992 | | | GBP | | | 6,796,000 | | | Oct 15 2021 | | | BOA | | | | 80,585 | |
USD | | | 1,700,000 | | | HUF | | | 512,316,270 | | | Sep 14 2021 | | | BOA | | | | (32,606 | ) |
USD | | | 1,300,000 | | | ILS | | | 4,248,855 | | | Sep 17 2021 | | | BOA | | | | (24,653 | ) |
USD | | | 8,900,000 | | | INR | | | 663,428,250 | | | Sep 07 2021 | | | BOA | | | | (181,838 | ) |
USD | | | 8,700,000 | | | INR | | | 649,037,400 | | | Sep 13 2021 | | | BOA | | | | (179,130 | ) |
USD | | | 3,650,000 | | | INR | | | 273,153,310 | | | Sep 15 2021 | | | BOA | | | | (86,063 | ) |
USD | | | 8,700,000 | | | INR | | | 648,371,850 | | | Sep 20 2021 | | | BOA | | | | (163,383 | ) |
USD | | | 8,700,000 | | | INR | | | 647,206,050 | | | Sep 27 2021 | | | BOA | | | | (140,825 | ) |
USD | | | 8,700,000 | | | INR | | | 637,940,550 | | | Sep 30 2021 | | | BOA | | | | (11,465 | ) |
USD | | | 8,800,000 | | | INR | | | 646,953,652 | | | Oct 01 2021 | | | BOA | | | | (33,669 | ) |
USD | | | 8,800,000 | | | INR | | | 645,752,800 | | | Oct 04 2021 | | | BOA | | | | (14,655 | ) |
USD | | | 5,653,443 | | | JPY | | | 620,824,410 | | | Sep 01 2021 | | | BOA | | | | 10,314 | |
USD | | | 5,649,832 | | | JPY | | | 620,824,410 | | | Sep 02 2021 | | | BOA | | | | 6,662 | |
USD | | | 5,642,643 | | | JPY | | | 620,824,410 | | | Sep 03 2021 | | | BOA | | | | (567 | ) |
USD | | | 7,561,347 | | | JPY | | | 825,000,000 | | | Sep 14 2021 | | | BOA | | | | 61,480 | |
USD | | | 73,181,427 | | | JPY | | | 8,029,556,000 | | | Sep 17 2021 | | | BOA | | | | 184,612 | |
USD | | | 137,108,183 | | | JPY | | | 15,130,300,000 | | | Oct 15 2021 | | | BOA | | | | (474,268 | ) |
USD | | | 7,000,000 | | | KRW | | | 8,091,819,023 | | | Sep 07 2021 | | | BOA | | | | 21,767 | |
USD | | | 6,800,000 | | | KRW | | | 8,007,884,000 | | | Sep 13 2021 | | | BOA | | | | (105,352 | ) |
USD | | | 8,400,000 | | | KRW | | | 9,714,824,711 | | | Sep 15 2021 | | | BOA | | | | 22,922 | |
USD | | | 6,800,000 | | | KRW | | | 7,935,532,000 | | | Sep 23 2021 | | | BOA | | | | (42,140 | ) |
USD | | | 6,900,000 | | | KRW | | | 8,133,363,384 | | | Sep 24 2021 | | | BOA | | | | (112,629 | ) |
USD | | | 6,800,000 | | | KRW | | | 7,979,908,148 | | | Sep 27 2021 | | | BOA | | | | (80,072 | ) |
USD | | | 2,000,000 | | | KRW | | | 2,340,671,950 | | | Sep 30 2021 | | | BOA | | | | (17,995 | ) |
USD | | | 6,800,000 | | | KRW | | | 7,906,156,000 | | | Oct 05 2021 | | | BOA | | | | (15,897 | ) |
USD | | | 2,189,102 | | | MXN | | | 44,509,000 | | | Sep 17 2021 | | | BOA | | | | (21,777 | ) |
USD | | | 21,934,419 | | | NZD | | | 31,612,000 | | | Sep 17 2021 | | | BOA | | | | (340,965 | ) |
USD | | | 47,098,173 | | | NZD | | | 66,879,000 | | | Oct 15 2021 | | | BOA | | | | (23,275 | ) |
USD | | | 1,900,000 | | | PHP | | | 94,997,758 | | | Sep 15 2021 | | | BOA | | | | (8,876 | ) |
USD | | | 200,000 | | | PHP | | | 10,078,400 | | | Sep 30 2021 | | | BOA | | | | (2,424 | ) |
USD | | | 6,200,000 | | | PLN | | | 23,782,323 | | | Sep 14 2021 | | | BOA | | | | (9,425 | ) |
USD | | | 2,361,158 | | | PLN | | | 9,170,000 | | | Oct 15 2021 | | | BOA | | | | (33,188 | ) |
USD | | | 13,100,000 | | | RUB | | | 971,124,500 | | | Sep 14 2021 | | | BOA | | | | (128,875 | ) |
USD | | | 2,150,000 | | | RUB | | | 160,381,715 | | | Sep 15 2021 | | | BOA | | | | (34,376 | ) |
USD | | | 7,086 | | | SEK | | | 60,896 | | | Sep 01 2021 | | | BOA | | | | 30 | |
USD | | | 9,712,000 | | | SGD | | | 13,153,913 | | | Sep 02 2021 | | | BOA | | | | (71,789 | ) |
USD | | | 6,300,000 | | | SGD | | | 8,511,971 | | | Sep 15 2021 | | | BOA | | | | (30,970 | ) |
USD | | | 4,900,000 | | | THB | | | 157,558,463 | | | Sep 15 2021 | | | BOA | | | | 12,084 | |
USD | | | 60,075 | | | TRY | | | 500,000 | | | Sep 01 2021 | | | BOA | | | | (16 | ) |
USD | | | 389,833 | | | TRY | | | 3,500,000 | | | Sep 15 2021 | | | BOA | | | | (27,827 | ) |
USD | | | 4,700,000 | | | TRY | | | 42,500,804 | | | Nov 10 2021 | | | BOA | | | | (227,993 | ) |
USD | | | 2,600,000 | | | TWD | | | 72,376,200 | | | Sep 07 2021 | | | BOA | | | | (11,568 | ) |
USD | | | 2,600,000 | | | TWD | | | 72,406,200 | | | Sep 13 2021 | | | BOA | | | | (12,630 | ) |
USD | | | 2,700,000 | | | TWD | | | 75,005,025 | | | Sep 15 2021 | | | BOA | | | | (6,397 | ) |
USD | | | 600,000 | | | TWD | | | 16,674,635 | | | Sep 16 2021 | | | BOA | | | | (1,668 | ) |
USD | | | 2,000,000 | | | TWD | | | 55,858,000 | | | Sep 22 2021 | | | BOA | | | | (15,500 | ) |
USD | | | 2,000,000 | | | TWD | | | 55,454,000 | | | Sep 27 2021 | | | BOA | | | | (910 | ) |
USD | | | 100,000 | | | TWD | | | 2,792,800 | | | Sep 30 2021 | | | BOA | | | | (770 | ) |
USD | | | 1,000,000 | | | ZAR | | | 15,400,900 | | | Sep 14 2021 | | | BOA | | | | (58,126 | ) |
USD | | | 3,223,268 | | | ZAR | | | 47,478,658 | | | Sep 15 2021 | | | BOA | | | | (38,302 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
28
Abbey Capital Futures Strategy Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2021
Currency Purchased | | Currency Sold | | Expiration Date | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
ZAR | | | 76,868,762 | | | USD | | | 5,300,000 | | | Sep 14 2021 | | | BOA | | | $ | (18,698 | ) |
ZAR | | | 69,414,029 | | | USD | | | 4,984,995 | | | Sep 15 2021 | | | BOA | | | | (216,564 | ) |
ZAR | | | 1,000,000 | | | USD | | | 67,869 | | | Dec 15 2021 | | | BOA | | | | 21 | |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | | | | | | | $ | (4,255,313 | ) |
| | Put/Call | | | Counterparty | | | Number of Contracts | | | Notional Amount | | | Value | |
PURCHASED OPTIONS - 0.0% | | | | | | | | | | | | | | | | | | | | |
Euro Currency Futures, Expires 9/3/21, Strike Price $1.165 | | | Put | | | | N/A | | | | 152 | | | | EUR 19,000,000 | | | $ | 950 | |
1-Year Euro, Expires 9/10/21, Strike Price $99.75 | | | Put | | | | N/A | | | | 941 | | | | EUR 37,594,832 | | | | 70,575 | |
IMM Eurodollar Futures, Expires 12/13/21, Strike Price $99.5 | | | Put | | | | N/A | | | | 1,876 | | | | EUR 74,908,680 | | | | 11,725 | |
IMM Eurodollar Futures, Expires 3/14/22, Strike Price $99.375 | | | Put | | | | N/A | | | | 1,626 | | | | EUR 64,945,692 | | | | 30,488 | |
TOTAL PURCHASED OPTIONS (COST $767,675) | | | | | | | | | | | | | | | | | | $ | 113,738 | |
| | | | | | | | | | | | | | | | | | | | |
WRITTEN OPTIONS - (0.0%) | | | | | | | | | | | | | | | | | | | | |
IMM Eurodollar Futures, Expires 3/14/22, Strike Price $99 | | | Put | | | | N/A | | | | (1,626 | ) | | | EUR 64,945,692 | | | $ | (10,163 | ) |
IMM Eurodollar Futures, Expires 12/13/21, Strike Price $99.25 | | | Put | | | | N/A | | | | (1,876 | ) | | | EUR 74,908,680 | | | | (11,725 | ) |
TOTAL WRITTEN OPTIONS (PREMIUMS RECEIVED $312,675) | | | | | | | | | | | | | | | | | | $ | (21,888 | ) |
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.
29
Abbey Capital Futures Strategy Fund
Consolidated Statement of Assets And Liabilities
August 31, 2021
ASSETS | | | | |
Investments, at value (cost $973,056,064) | | $ | 972,369,471 | |
Foreign currency deposits with broker for futures contracts (cost $8,963,398) | | | 9,120,031 | |
Deposits with broker for forward foreign currency contracts | | | 40,786,411 | |
Deposits with broker for futures contracts | | | 124,324,784 | |
Receivables for: | | | | |
Capital shares sold | | | 3,276,570 | |
Interest and dividends receivable | | | 145 | |
Unrealized appreciation on forward foreign currency contracts | | | 5,224,016 | |
Unrealized appreciation on futures contracts | | | 41,993,458 | |
Prepaid expenses and other assets | | | 98,649 | |
Total assets | | | 1,197,193,535 | |
| | | | |
LIABILITIES | | | | |
Options written, at value (premiums received $312,675) | | | 21,888 | |
Payables for: | | | | |
Advisory fees | | | 1,628,718 | |
Capital shares redeemed | | | 541,493 | |
Administration and accounting services fees | | | 69,682 | |
Unrealized depreciation on forward foreign currency contracts | | | 9,479,329 | |
Unrealized depreciation on futures contracts | | | 25,665,118 | |
Other accrued expenses and liabilities | | | 154,768 | |
Total liabilities | | | 37,560,996 | |
Net assets | | $ | 1,159,632,539 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 96,107 | |
Paid-in capital | | | 1,244,740,709 | |
Total distributable earnings/(losses) | | | (85,204,277 | ) |
Net assets | | $ | 1,159,632,539 | |
| | | | |
CLASS A SHARES: | | | | |
Net assets | | $ | 21,394,771 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,790,345 | |
Net asset value and redemption price per share | | $ | 11.95 | |
Maximum offering price per share (100/94.25 of $12.45) | | $ | 12.68 | |
| | | | |
CLASS I SHARES: | | | | |
Net assets | | $ | 1,132,714,169 | |
Shares outstanding ($0.001 par value, 300,000,000 shares authorized) | | | 93,840,695 | |
Net asset value, offering and redemption price per share | | $ | 12.07 | |
| | | | |
CLASS C SHARES: | | | | |
Net assets | | $ | 5,523,599 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 476,263 | |
Net asset value, offering and redemption price per share | | $ | 11.60 | |
The accompanying notes are an integral part of the consolidated financial statements.
30
Abbey Capital Futures Strategy Fund
Consolidated Statement of Operations
For the Year Ended August 31, 2021
INVESTMENT INCOME | | | | |
Interest | | $ | 116,130 | |
Total investment income | | | 116,130 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 17,928,589 | |
Administration and accounting services fees (Note 2) | | | 453,081 | |
Directors fees | | | 133,687 | |
Transfer agent fees (Note 2) | | | 131,069 | |
Legal fees | | | 128,364 | |
Officers fees | | | 72,202 | |
Audit and tax service fees | | | 69,880 | |
Registration and filing fees | | | 69,544 | |
Custodian fees (Note 2) | | | 52,886 | |
Printing and shareholder reporting fees | | | 46,397 | |
Distribution fees (Class A Shares) (Note 2) | | | 41,611 | |
Distribution fees (Class C Shares) (Note 2) | | | 40,546 | |
Other expenses | | | 75,919 | |
Total expenses before waivers and/or reimbursements | | | 19,243,775 | |
Less: waivers and/or reimbursements (Note 2) | | | (1,020,929 | ) |
Net expenses after waivers and/or reimbursements | | | 18,222,846 | |
Net investment income/(loss) | | | (18,106,716 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | (963,689 | ) |
Futures contracts | | | 89,805,968 | |
Foreign currency transactions | | | (84,928 | ) |
Forward foreign currency contracts | | | (2,993,782 | ) |
Written options | | | 258,550 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (376,395 | ) |
Futures contracts | | | 8,407,182 | |
Foreign currency translations | | | (6,728 | ) |
Forward foreign currency contracts | | | (7,627,350 | ) |
Written options | | | 118,969 | |
Net realized and unrealized gain/(loss) from investments | | | 86,537,797 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 68,431,081 | |
The accompanying notes are an integral part of the consolidated financial statements.
31
Abbey Capital Futures Strategy Fund
Consolidated Statements of Changes in Net Assets
| | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (18,106,716 | ) | | $ | (6,047,474 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions, forward foreign currency contracts and written options | | | 86,022,119 | | | | 20,349,434 | |
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, foreign currency translations, forward foreign currency contracts and written options | | | 515,678 | | | | (21,238,500 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 68,431,081 | | | | (6,936,540 | ) |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (13,983,998 | ) | | | (55,609,182 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (13,983,998 | ) | | | (55,609,182 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 12,728,012 | | | | 11,637,864 | |
Proceeds from reinvestment of distributions | | | 162,829 | | | | 842,070 | |
Shares redeemed | | | (6,757,552 | ) | | | (9,326,005 | ) |
Total from Class A Shares | | | 6,133,289 | | | | 3,153,929 | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 441,183,123 | | | | 550,575,119 | |
Proceeds from reinvestment of distributions | | | 7,562,347 | | | | 27,643,486 | |
Shares redeemed | | | (253,394,878 | ) | | | (340,759,738 | ) |
Total from Class I Shares | | | 195,350,592 | | | | 237,458,867 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 1,494,157 | | | | 1,689,269 | |
Proceeds from reinvestment of distributions | | | 48,938 | | | | 272,687 | |
Shares redeemed | | | (1,457,804 | ) | | | (897,578 | ) |
Total from Class C Shares | | | 85,291 | | | | 1,064,378 | |
Net increase/(decrease) in net assets from capital share transactions | | | 201,569,172 | | | | 241,677,174 | |
Total increase/(decrease) in net assets | | | 256,016,255 | | | | 179,131,452 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 903,616,284 | | | | 724,484,832 | |
End of period | | $ | 1,159,632,539 | | | $ | 903,616,284 | |
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 (Concluded)
| | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2020 | |
SHARE TRANSACTIONS: | | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 1,071,456 | | | | 1,030,370 | |
Shares reinvested | | | 14,551 | | | | 78,405 | |
Shares redeemed | | | (578,862 | ) | | | (824,612 | ) |
Total Class A Shares | | | 507,145 | | | | 284,163 | |
Class I Shares | | | | | | | | |
Shares sold | | | 37,193,765 | | | | 48,875,127 | |
Shares reinvested | | | 669,827 | | | | 2,554,851 | |
Shares redeemed | | | (21,694,016 | ) | | | (30,121,088 | ) |
Total Class I Shares | | | 16,169,576 | | | | 21,308,890 | |
Class C Shares | | | | | | | | |
Shares sold | | | 132,823 | | | | 154,982 | |
Shares reinvested | | | 4,481 | | | | 25,921 | |
Shares redeemed | | | (130,069 | ) | | | (82,318 | ) |
Total Class C Shares | | | 7,235 | | | | 98,585 | |
Net increase/(decrease) in shares outstanding | | | 16,683,956 | | | | 21,691,638 | |
The accompanying notes are an integral part of the consolidated financial statements.
33
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, 2021 | | | 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 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 11.28 | | | $ | 12.45 | | | $ | 11.28 | | | $ | 11.15 | | | $ | 11.77 | |
Net investment income/(loss)(1) | | | (0.24 | ) | | | (0.11 | ) | | | (0.01 | ) | | | (0.07 | ) | | | (0.18 | ) |
Net realized and unrealized gain/(loss) from investments | | | 1.07 | | | | (0.14 | ) | | | 1.18 | | | | 0.20 | | | | (0.44 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.83 | | | | (0.25 | ) | | | 1.17 | | | | 0.13 | | | | (0.62 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.16 | ) | | | (0.64 | ) | | | — | | | | — | | | | — | |
Net realized capital gains | | | — | | | | (0.28 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.16 | ) | | | (0.92 | ) | | | — | | | | — | | | | — | |
Net asset value, end of period | | $ | 11.95 | | | $ | 11.28 | | | $ | 12.45 | | | $ | 11.28 | | | $ | 11.15 | |
Total investment return/(loss)(2) | | | 7.42 | % | | | (1.64 | )% | | | 10.37 | % | | | 1.08 | % | | | (5.18 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 21,395 | | | $ | 14,469 | | | $ | 12,434 | | | $ | 15,539 | | | $ | 15,401 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(3) | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.14 | % |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(3) | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.04 | % | | | 2.14 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(3) | | | 2.14 | % | | | 2.15 | % | | | 2.14 | % | | | 2.13 | % | | | 2.28 | % |
Ratio of net investment income/(loss) to average net assets | | | (2.03 | )% | | | (0.98 | )% | | | (0.05 | )% | | | (0.65 | )% | | | (1.60 | )% |
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.
34
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, 2021 | | | 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 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 11.38 | | | $ | 12.55 | | | $ | 11.36 | | | $ | 11.20 | | | $ | 11.80 | |
Net investment income/(loss)(1) | | | (0.21 | ) | | | (0.09 | ) | | | 0.02 | | | | (0.05 | ) | | | (0.15 | ) |
Net realized and unrealized gain/(loss) from investments | | | 1.08 | | | | (0.14 | ) | | | 1.19 | | | | 0.21 | | | | (0.45 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.87 | | | | (0.23 | ) | | | 1.21 | | | | 0.16 | | | | (0.60 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.18 | ) | | | (0.66 | ) | | | (0.02 | ) | | | — | | | | — | |
Net realized capital gains | | | — | | | | (0.28 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.18 | ) | | | (0.94 | ) | | | (0.02 | ) | | | — | | | | — | |
Net asset value, end of period | | $ | 12.07 | | | $ | 11.38 | | | $ | 12.55 | | | $ | 11.36 | | | $ | 11.20 | |
Total investment return/(loss)(2) | | | 7.74 | % | | | (1.39 | )% | | | 10.63 | % | | | 1.34 | % | | | (5.00 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 1,132,714 | | | $ | 883,997 | | | $ | 707,564 | | | $ | 913,437 | | | $ | 772,413 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(3) | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.89 | % |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(3) | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.89 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(3) | | | 1.89 | % | | | 1.90 | % | | | 1.89 | % | | | 1.88 | % | | | 2.03 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.78 | )% | | | (0.73 | )% | | | 0.20 | % | | | (0.40 | )% | | | (1.35 | )% |
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.
35
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, 2021 | | | 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 | |
Per Share Operating Performance |
Net asset value, beginning of period | | $ | 10.98 | | | $ | 12.11 | | | $ | 11.06 | | | $ | 11.01 | | | $ | 11.71 | |
Net investment income/(loss)(1) | | | (0.32 | ) | | | (0.19 | ) | | | (0.08 | ) | | | (0.16 | ) | | | (0.26 | ) |
Net realized and unrealized gain/(loss) from investments | | | 1.05 | | | | (0.14 | ) | | | 1.13 | | | | 0.21 | | | | (0.44 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.73 | | | | (0.33 | ) | | | 1.05 | | | | 0.05 | | | | (0.70 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.11 | ) | | | (0.52 | ) | | | — | | | | — | | | | — | |
Net realized capital gains | | | — | | | | (0.28 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.11 | ) | | | (0.80 | ) | | | — | | | | — | | | | — | |
Net asset value, end of period | | $ | 11.60 | | | $ | 10.98 | | | $ | 12.11 | | | $ | 11.06 | | | $ | 11.01 | |
Total investment return/(loss)(2) | | | 6.72 | % | | | (2.40 | )% | | | 9.49 | % | | | 0.36 | % | | | (5.89 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 5,524 | | | $ | 5,151 | | | $ | 4,487 | | | $ | 8,481 | | | $ | 9,462 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(3) | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.89 | % |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(3) | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.79 | % | | | 2.89 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(3) | | | 2.89 | % | | | 2.90 | % | | | 2.89 | % | | | 2.88 | % | | | 3.03 | % |
Ratio of net investment income/(loss) to average net assets | | | (2.78 | )% | | | (1.73 | )% | | | (0.80 | )% | | | (1.40 | )% | | | (2.35 | )% |
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 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. |
(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
Notes To Consolidated Financial Statements
August 31, 2021
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-nine 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Consolidated Financial Statements is the fiscal period ended August 31, 2021 (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 acts of the Cayman Islands. The Cayman Subsidiary invests all or substantially all of its assets in segregated portfolios of the Abbey Capital Offshore Fund SPC (the “SPC”), a wholly-owned subsidiary of the Cayman Subsidiary organized under the acts of the Cayman Islands. 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”), a Delaware series limited liability company.
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 $242,663,652, which represented 20.93% of the Fund’s net assets. As of the end of the reporting period, the net assets of the Onshore Subsidiary were $260,833,725, which represented 22.49% 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 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
37
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 | | $ | 972,255,733 | | | $ | 972,255,733 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 24,683,651 | | | | 24,683,651 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 8,529,907 | | | | 8,529,907 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 5,224,016 | | | | — | | | | 5,224,016 | | | | — | |
Futures Contracts | | | 4,817,635 | | | | 4,817,635 | | | | — | | | | — | |
Purchased Options | | | 950 | | | | 950 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 3,962,265 | | | | 3,962,265 | | | | — | | | | — | |
Purchased Options | | | 112,788 | | | | 112,788 | | | | — | | | | — | |
Total Assets | | $ | 1,019,586,945 | | | $ | 1,014,362,929 | | | $ | 5,224,016 | | | $ | — | |
38
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (18,171,685 | ) | | $ | (18,171,685 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (1,738,723 | ) | | | (1,738,723 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (9,479,329 | ) | | | — | | | | (9,479,329 | ) | | | — | |
Futures Contracts | | | (691,747 | ) | | | (691,747 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (5,062,963 | ) | | | (5,062,963 | ) | | | — | | | | — | |
Written Options | | | (21,888 | ) | | | (21,888 | ) | | | — | | | | — | |
Total Liabilities | | $ | (35,166,335 | ) | | $ | (25,687,006 | ) | | $ | (9,479,329 | ) | | $ | — | |
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.
39
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 | | | $ | — | | | $ | 112,788 | | | $ | 950 | | | $ | — | | | $ | 113,738 | |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | | — | | | | — | | | | 5,224,016 | | | | — | | | | 5,224,016 | |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | | 8,529,907 | | | | 3,962,265 | | | | 4,817,635 | | | | 24,683,651 | | | | 41,993,458 | |
Total Value- Assets | | | | | | $ | 8,529,907 | | | $ | 4,075,053 | | | $ | 10,042,601 | | | $ | 24,683,651 | | | $ | 47,331,212 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives |
Written Options | | | Options written, at value | | | $ | — | | | $ | (21,888 | ) | | $ | — | | | $ | — | | | $ | (21,888 | ) |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | | — | | | | — | | | | (9,479,329 | ) | | | — | | | | (9,479,329 | ) |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | | (1,738,723 | ) | | | (5,062,963 | ) | | | (691,747 | ) | | | (18,171,685 | ) | | | (25,665,118 | ) |
Total Value- Liabilities | | | | | | $ | (1,738,723 | ) | | $ | (5,084,851 | ) | | $ | (10,171,076 | ) | | $ | (18,171,685 | ) | | $ | (35,166,335 | ) |
(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 | | | $ | — | | | $ | — | | | $ | (303,188 | ) | | $ | (469,916 | ) | | $ | (773,104 | ) |
Futures Contracts | | | Net realized gain/(loss) from futures contracts | | | | 41,130,309 | | | | (14,471,749 | ) | | | (11,360,857 | ) | | | 74,508,265 | | | | 89,805,968 | |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | (2,993,782 | ) | | | — | | | | (2,993,782 | ) |
Written Options | | | Net realized gain/(loss) from written options | | | | — | | | | — | | | | 203,024 | | | | 55,526 | | | | 258,550 | |
Total Realized Gain/(Loss) | | $ | 41,130,309 | | | $ | (14,471,749 | ) | | $ | (14,454,803 | ) | | $ | 74,093,875 | | | $ | 86,297,632 | |
40
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 | | | $ | — | | | $ | (267,262 | ) | | $ | (67,450 | ) | | $ | — | | | $ | (334,712 | ) |
Futures Contracts | | | Net change in unrealized appreciation/(depreciation) on futures contracts | | | | 977,125 | | | | (1,225,118 | ) | | | 3,234,413 | | | | 5,420,762 | | | | 8,407,182 | |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | (7,627,350 | ) | | | — | | | | (7,627,350 | ) |
Written Options | | | Net change in unrealized appreciation/(depreciation) on written options | | | | — | | | | 118,969 | | | | — | | | | — | | | | 118,969 | |
Total Change in Unrealized Appreciation/(Depreciation) | | $ | 977,125 | | | $ | (1,373,411 | ) | | $ | (4,460,387 | ) | | $ | 5,420,762 | | | $ | 564,089 | |
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) |
$749,613 | $(343,803) | $4,679,396,901 | $(2,005,058,535) | $(2,107,399,957) | $2,107,866,557 |
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.
41
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 | | $ | 5,224,016 | | | $ | (5,224,016 | ) | | $ | — | | | $ | — | | | | | | | $ | 9,479,329 | | | $ | (5,224,016 | ) | | $ | (4,255,313 | ) | | $ | — | |
| (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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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.
42
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
The Cayman Subsidiary is registered as an “exempted company” and the SPC as an “exempted segregated portfolio company” pursuant to the Companies Act (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 act 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 SPC is 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.
43
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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
44
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
to reflect the current value of the option written. Gains 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 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.
45
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 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.
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 |
$17,928,589 | $(1,020,929) | $16,907,660 |
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, 2022 | August 31, 2023 | August 31, 2024 | Total |
$770,182 | $843,630 | $1,020,929 | $2,634,741 |
Aspect Capital Limited, Crabel Capital Management, LLC, Eclipse Capital Management, Inc., Episteme Capital Partners LLP, GAM Systematic LLP, Graham Capital Management, LP, P/E Global, LLC, Revolution Capital Management, LLC, Trigon Investment Advisors, LLC, Tudor Investment Corporation, Welton Investment Partners, LLC and Winton Capital Management Limited each served as a Trading Adviser to the Fund during the current fiscal period.
Effective May 13, 2021 GAM Systematic LLP no longer 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.
46
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Fund’s shares pursuant to a Distribution Agreement with RBB.
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.
As of August 31, 2021, 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) |
$1,178,072,882 | $40,304,848 | $(136,408,479) | $(96,103,631) |
(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. |
47
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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, 2021, primarily attributable to disallowed book income from the Cayman Subsidiary, were reclassified to the following accounts:
Distributable Earnings/(Loss) | Paid-In Capital |
$(58,090,949) | $58,090,949 |
As of August 31, 2021, 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 |
$44,586,094 | $3,238,571 | $(133,028,942) | $— | $— | $— |
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, 2021 and August 31, 2020 were as follows:
| Ordinary Income | Long-Term Gains | Total |
2021 | $13,983,998 | $— | $13,983,998 |
2020 | $46,899,626 | $8,709,556 | $55,609,182 |
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. The Fund had utilized $20,654,825. As of August 31, 2021, the Fund had no unexpiring short-term or long-term capital loss carryovers to offset future capital gains.
6. New Accounting Pronouncements and Regulatory Updates
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund. When fully implemented, Rule 18f-4 may require changes in how the Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to the Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and
48
Abbey Capital Futures Strategy Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2021
certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s financial statements.
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:
Effective as of the close of business on September 17, 2021 (subsequent to the end of the current reporting period), Trigon Investment Advisors LLC no longer serves as a trading adviser to the Fund.
49
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, 2021, 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, 2021, 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, 2021, 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 29, 2021
50
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, 2021. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2021. During the fiscal year ended August 31, 2021, 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 0.00%.
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2021. 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 2022.
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.
51
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 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) each of the separate advisory agreements between the Cayman Subsidiary, the Onshore Subsidiary and 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, Graham Capital Management, LP, P/E Global, LLC, Revolution Capital Management, LLC, Trigon Investment Advisors LLC, Tudor Investment Corporation, Welton Investment Partners LLC, and Winton Capital Management Limited (each, a “Trading Adviser”) (the “Trading Advisory Agreements”), at a meeting of the Board held on May 12-13, 2021 (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, 2022. 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 and approval 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.
52
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 underperformed its benchmark, the S&P 500 Total Return Index, for the year-to-date, one-year, five-year, and since-inception periods ended March 31, 2021. 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 2nd quintile within its Lipper Performance Group for the one-year, two-year, and three-year periods ended December 31, 2020.
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 5th 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 December 31, 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, Subsidiary Investment Advisory Agreements, and Trading Advisory Agreements should be approved and continued for additional one-year period ending August 16, 2022.
53
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
54
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: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. (investment advisory firm) | N/A | N/A |
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 |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
56
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 has served 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.
57
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 |
58
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. |
59
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. |
60
[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
AFS-AR21
Abbey Capital Multi Asset Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2021
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report
August 31, 2021 (Unaudited)
Dear Shareholder,
The Abbey Capital Multi Asset Fund (the “Fund”) Class I Shares returned +19.72% net of fees for the 12-month fiscal year ended August 31, 2021.
Positive performance was driven by the Fund’s long equity allocation. The Fund’s managed futures allocation also performed positively during the fiscal year, with trading in equities and energy being the primary sources of gains. The Fund targets approximately 100% exposure of its net assets to its managed futures strategy and approximately 50% exposure to its long U.S. equity strategy. The Fund’s remaining net assets are allocated to its fixed income strategy.
The managed futures strategy is achieved by the Fund investing up to 25% of its total assets in ACMAF Master Offshore Limited (the “ACMAF Master”), a wholly-owned subsidiary of the Fund that invests substantially all of its assets in ACMAF Offshore SPC, which is a wholly-owned and controlled segregated portfolio company that invests in managed futures and foreign exchange contracts. As part of its managed futures strategy, the Fund may also invest a portion of its assets in ACMAF Onshore Series LLC, a wholly-owned subsidiary of the Fund which is a multi-adviser fund that invests in managed futures and foreign exchange contracts.
The long U.S. equity strategy is achieved through an allocation of Fund assets to S&P 500 futures and the fixed income strategy is achieved through investments of the Fund’s assets primarily in investment grade fixed income (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.
Average Total Returns for the Periods Ended August 31, 2021 (unless otherwise noted)
| 2021 YTD | 1 Year | SEP. 1, 2019 TO AUG. 31, 2020 | 5 Years Annualized | 10 Years Annualized | ANNUALIZED SINCE INCEPTION ON MAY 14, 2002 |
Class I Shares | 12.17% | 19.72% | 13.97% | 12.43% | 12.51% | 11.13% |
BofA Merrill Lynch 3-Month T-Bill Index* | 0.03% | 0.08% | 1.26% | 1.17% | 0.63% | 1.30% |
S&P 500® Total Return Index* | 21.58% | 31.17% | 21.94% | 18.02% | 16.34% | 9.90% |
Barclay CTA Index* | 4.79% | 7.56% | 0.30% | 2.19% | 1.19% | 3.68% |
Barclay CTA numbers are based on the estimates available on the BarclayHedge website as of September 5, 2021
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.
1
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2021 (Unaudited)
* | 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% of the Fund’s average daily net assets attributable to Class I Shares. This contractual limitation is in effect until December 31, 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 2.45% of the Fund’s average daily net assets attributable to Class I Shares, as stated in the Fund’s current prospectus dated December 31, 2020, as supplemented (and which may differ from the actual expense ratio 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, 2021 saw a number of shifts in risk sentiment. Investors turned cautious in September and October 2020, with rising COVID-19 cases in the US and Europe, concerns about valuations in the technology sector and uncertainty ahead of the US election weighing on sentiment. The market environment turned more positive from November 2020 through August 2021, as progress towards a COVID-19 vaccine, Biden’s victory in the US Presidential election and the prospect of a significant fiscal spending deal in the US saw strong trends emerge in many growth sensitive sectors like equities, energy and base metals. The rollout of the COVID-19 vaccines and the reopening of the global economy throughout the first half of 2021 resulted in some supply constraints and increased demand for a range of commodities, which contributed to strong uptrends across several energy, base metal and agricultural commodity markets. Inflationary pressures emerged as a key focus for investors during the period, with US inflation hitting a more-than-decade high of +5.4% in June 2021. While equity markets continued to rally throughout July and August 2021, some of the uptrends seen in commodity markets earlier in the year dissipated, while shifting views on the likely path of US Federal Reserve monetary policy led to choppy moves at times in currency and bond markets.
The Fund saw negative performance in September and October 2020, with both its long equity and managed futures strategies seeing losses as previous trends in equities and the USD reversed. Performance improved from November 2020 through May 2021, with positive COVID-19 vaccine trial results and the outcome of the US election contributing to notable uptrends in equities, base metals and energy. The managed futures strategy also benefited from uptrends across several agricultural commodity markets, notably soybeans and corn. Both the Fund’s long equity and managed futures strategies had positive performance in the first half of 2021. Performance became more mixed from June through August 2021 as reversals in currency and bond markets proved difficult for the Fund’s managed futures strategy, although the long equity strategy saw some partially offsetting gains over this period as US stocks continued to rally.
For the 12-month period overall, the Fund’s long equity component was the largest contributor to positive Fund performance, while the managed futures component also contributed positively to Fund performance.
The Fund’s long equity component saw strong gains over the 12-month period due to its long only exposure to S&P 500 futures, as the S&P 500 rose +31.2% during the period. The Fund’s long equity component saw losses in September and October 2021 as global stock prices fell amid downbeat market sentiment, but performance improved in November 2021 as positive results from various COVID-19 vaccine trials boosted investor sentiment and the MSCI World Index recorded its strongest monthly return in 45 years. The uptrend in equities continued into 2021 with US fiscal stimulus, improving economic data and strong corporate earnings helping to push global equities to record highs.
2
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Continued)
August 31, 2021 (Unaudited)
For the Fund’s managed futures component, positive performance was primarily driven by gains in equities and energy, with long positions in base metals and agricultural commodities also contributing positively to returns. Losses in the Fund’s managed futures component were realised in currencies and fixed income.
Equities was the top performing sector for the Fund’s managed futures component during the fiscal year, with the Diversified Trendfollowing (“Trendfollowing”) sub-advisers within the managed futures component benefiting from long positions held throughout the period. Performance was initially negative in September and October 2020, before stocks rallied sharply in November 2020. Long positions in Japanese and US indices led Fund gains in equities.
Energy was another positive sector for the Fund’s managed futures strategy. Crude oil declined in September and October 2020 on COVID-19 related demand concerns before prices rallied strongly from November 2020 through August 2021 as the global growth outlook turned more positive. Price uptrends continued in the first half of 2021, with OPEC supply cuts and a rebound in global demand boosting prices. The Fund’s managed futures strategy profited from short positions in crude oil and distillates in September 2020 and recorded further gains once positioning turned long from mid-November 2020 through June 2021 as price uptrends emerged. Trading in crude oil and distillates turned choppier in July and August 2021, resulting in losses for the Fund’s managed futures strategy, although long positions in natural gas were a positive for performance during this time as prices rallied on tight supplies and warm US weather.
In base metals, the managed futures strategy profited from long positions in copper and aluminium over the period. Much of the positive performance came from long copper positions held by Trendfollowing sub-advisers during Q4 2020 and Q1 2021 as uptrends in base metals prices accelerated amid a surge in demand and concerns around building inflationary pressures. Notably, copper prices hit a record high in May 2021 before declining somewhat in subsequent months.
Further Fund gains were recorded by the managed futures strategy in both grains and soft commodities, most notably from long positions held in soybeans and corn for much of the period. Soybean and corn contracts touched multi-year highs in 2021 with adverse growing conditions in both Brazil and the US and strong Chinese demand among the factors supporting prices at various times over the 12-month period.
On the downside, the largest losses for the Fund’s managed futures component were recorded in currencies, with performance in fixed income also negative.
The managed futures strategy initially saw negative performance in currencies as a rally in the USD in September 2020 led to losses for short USD positions held by the Fund’s Trendfollowing sub-advisers. A steady decline in the USD throughout much of November and December 2020 led to improved performance in the sector before currency markets turned choppy for much of the first half of 2021. A hawkish shift from the US Federal Reserve in June 2021 saw the Fund’s Trendfollowing sub-advisers record sharp losses from short USD positions, with choppy trading in the USD in July and August 2021 adding to negative performance in the sector. Mixed positioning in USD/CHF and EUR/USD were the largest detractors at the contract level in the sector.
Fixed income was another negative sector for the Fund’s managed futures strategy. Global yields climbed in Q4 2020, before the trend accelerated in Q1 2021 as the reopening of the global economy, rising inflation expectations and the prospect of another round of US fiscal stimulus all contributed to a selloff in global bond markets. Yields then began to decline from Q2 2021 through July 2021, which proved difficult for the managed futures strategy, before global yields climbed modestly higher again in August 2021. Trading in US Treasury contracts led losses in the sector.
Key to Currency Abbreviations |
CHF | Swiss Franc |
EUR | EUR |
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 its investment. The Fund may invest up to 25% of its total assets in ACMAF Master Offshore Fund Limited, which invests substantially all of its assets in ACMAF Offshore SPC, which is a multi-adviser fund that invests in managed futures and
3
Abbey Capital Multi Asset Fund
Annual Investment Adviser’s Report (Concluded)
August 31, 2021 (Unaudited)
foreign exchange. The Fund may also invest a portion of its assets into ACMAF Onshore Series LLC, 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 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, 2021 (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
The chart illustrates the performance of a hypothetical $1,000,000 minimum initial investment in the Fund made on August 31, 2011 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, 2021 | |
| One Year | Five Years | Ten Years | Since Inception | |
Class I Shares* | 19.72% | 12.43% | 12.51% | 11.13% | |
S&P 500® Total Return Index | 31.17% | 18.02% | 16.34% | 9.90%** | |
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index*** | 0.08% | 1.17% | 0.63% | 1.30%** | |
Barclay CTA Index*** | 7.56% | 2.19% | 1.19% | 3.68%** | |
* | 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. |
*** | This is not a primary benchmark of the Fund. Results of the index performance are presented for general comparative purposes. |
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 2.45% 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 December 31, 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.
5
Abbey Capital Multi Asset Fund
Performance Data (Concluded)
August 31, 2021 (Unaudited)
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.
Barclay CTA Index
The Barclay CTA Index is a leading industry benchmark of representative performance of commodity trading advisors. There are currently 416 programs included in the calculation of the Barclay CTA Index for 2021. 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.
MSCI World Index
The MSCI World Index captures large and mid cap representation across 23 Developed Markets (DM) countries. With 1,583 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
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, 2021 (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, 2021 through August 31, 2021, 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, 2021 | Ending Account Value August 31, 2021 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | $1,000.00 | $1,063.00 | $9.31 | 1.79% | 6.30% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,016.18 | 9.10 | 1.79 | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio for the period March 1, 2021 to August 31, 2021, 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 365 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, 2021 (Unaudited)
The following table presents a consolidated summary of the portfolio holdings of the Fund at August 31, 2021:
| | % of Net Assets | | | Value | |
SHORT-TERM INVESTMENTS: | | | | | | | | |
U.S. Treasury Obligations | | | 78.1 | % | | $ | 73,874,051 | |
Money Market Deposit Account | | | 4.8 | | | | 4,564,014 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | | | | | | |
(including futures and forward foreign currency contracts) | | | 17.1 | | | | 16,210,121 | |
NET ASSETS | | | 100.0 | % | | $ | 94,648,186 | |
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, 2021
| | Coupon* | | | Maturity Date | | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 82.9% | | | | | | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 78.1% | | | | | | | | | | | | | | | | |
U.S. Treasury Bills | | | 0.026% | �� | | | 09/02/21 | | | $ | 5,705 | | | $ | 5,704,998 | |
U.S. Treasury Bills | | | 0.032% | | | | 09/09/21 | | | | 800 | | | | 799,994 | |
U.S. Treasury Bills | | | 0.020% | | | | 09/16/21 | | | | 1,071 | | | | 1,070,989 | |
U.S. Treasury Bills | | | 0.022% | | | | 09/23/21 | | | | 1,331 | | | | 1,330,973 | |
U.S. Treasury Bills | | | 0.020% | | | | 09/30/21 | | | | 1,756 | | | | 1,755,953 | |
U.S. Treasury Bills | | | 0.016% | | | | 10/07/21 | | | | 4,835 | | | | 4,834,819 | |
U.S. Treasury Bills | | | 0.029% | | | | 10/14/21 | | | | 369 | | | | 368,985 | |
U.S. Treasury Bills | | | 0.018% | | | | 10/21/21 | | | | 1,281 | | | | 1,280,911 | |
U.S. Treasury Bills | | | 0.015% | | | | 10/28/21 | | | | 337 | | | | 336,973 | |
U.S. Treasury Bills | | | 0.020% | | | | 11/04/21 | | | | 2,455 | | | | 2,454,814 | |
U.S. Treasury Bills | | | 0.020% | | | | 11/12/21 | | | | 2,519 | | | | 2,518,761 | |
U.S. Treasury Bills | | | 0.010% | | | | 11/18/21 | | | | 585 | | | | 584,946 | |
U.S. Treasury Bills | | | 0.014% | | | | 11/26/21 | | | | 2,570 | | | | 2,569,734 | |
U.S. Treasury Bills | | | 0.017% | | | | 12/02/21 | | | | 1,159 | | | | 1,158,881 | |
U.S. Treasury Bills | | | 0.021% | | | | 12/09/21 | | | | 9,502 | | | | 9,500,890 | |
U.S. Treasury Bills | | | 0.022% | | | | 12/16/21 | | | | 4,892 | | | | 4,891,423 | |
U.S. Treasury Bills | | | 0.032% | | | | 12/23/21 | | | | 494 | | | | 493,936 | |
U.S. Treasury Bills | | | 0.025% | | | | 12/30/21 | | | | 655 | | | | 654,902 | |
U.S. Treasury Bills | | | 0.032% | | | | 01/06/22 | | | | 1,978 | | | | 1,977,721 | |
U.S. Treasury Bills | | | 0.041% | | | | 01/13/22 | | | | 1,767 | | | | 1,766,737 | |
U.S. Treasury Bills | | | 0.041% | | | | 01/20/22 | | | | 2,632 | | | | 2,631,587 | |
U.S. Treasury Bills | | | 0.035% | | | | 01/27/22 | | | | 8,289 | | | | 8,287,721 | |
U.S. Treasury Bills | | | 0.030% | | | | 02/03/22 | | | | 434 | | | | 433,925 | |
U.S. Treasury Bills | | | 0.035% | | | | 02/10/22 | | | | 7,416 | | | | 7,414,582 | |
U.S. Treasury Bills | | | 0.035% | | | | 02/17/22 | | | | 3,236 | | | | 3,235,317 | |
U.S. Treasury Bills | | | 0.034% | | | | 02/24/22 | | | | 5,815 | | | | 5,813,579 | |
TOTAL U.S. TREASURY OBLIGATIONS ($73,876,741) | | | | | | | | | | | | | | | 73,874,051 | |
| | | | | | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 4.8% | | | | | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01% (United States)(a) | | | | | | | | | 4,564 | | | | 4,564,014 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT ($4,564,014) | | | | | | | | | | | | | | 4,564,014 | |
| | | | | | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | |
(Cost $78,440,755) | | | | | | | | | | | | | | 78,438,065 | |
TOTAL INVESTMENTS — 82.9% | | | | | | | | | | | | | | | |
(Cost $78,440,755) | | | | | | | | | | | | | | 78,438,065 | |
| | | | | | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 17.1% | | | | | | | | | | | | | | 16,210,121 | |
NET ASSETS — 100.0% | | | | | | | | | | | | | $ | 94,648,186 | |
* | 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, 2021. |
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, 2021
Futures contracts outstanding as of August 31, 2021 were as follows:
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
10-Year Mini Japanese Government Bond Futures | | | Sep-21 | | | | 58 | | | $ | 8,021,888 | | | $ | 10,244 | |
3-Month Euro Euribor | | | Mar-22 | | | | 1 | | | | 296,737 | | | | 103 | |
3-Month Euro Euribor | | | Sep-22 | | | | 1 | | | | 296,648 | | | | (30 | ) |
3-Month Euro Euribor | | | Sep-23 | | | | 1 | | | | 296,398 | | | | (30 | ) |
3-Month Euro Euribor | | | Sep-24 | | | | 1 | | | | 296,073 | | | | (30 | ) |
90-DAY Bank Bill | | | Mar-22 | | | | 38 | | | | 27,795,484 | | | | 2,326 | |
90-DAY Eurodollar Futures | | | Dec-21 | | | | 4 | | | | 998,250 | | | | 88 | |
90-DAY Eurodollar Futures | | | Mar-22 | | | | 57 | | | | 14,229,338 | | | | 2,988 | |
90-DAY Eurodollar Futures | | | Jun-22 | | | | 145 | | | | 36,182,937 | | | | 5,513 | |
90-DAY Eurodollar Futures | | | Sep-22 | | | | 4 | | | | 997,250 | | | | 825 | |
90-DAY Eurodollar Futures | | | Dec-22 | | | | 86 | | | | 21,409,699 | | | | (8,900 | ) |
90-DAY Eurodollar Futures | | | Jun-23 | | | | 13 | | | | 3,229,200 | | | | 200 | |
90-DAY Eurodollar Futures | | | Sep-23 | | | | 1 | | | | 247,875 | | | | (288 | ) |
90-DAY Eurodollar Futures | | | Jun-24 | | | | 7 | | | | 1,729,788 | | | | (1,250 | ) |
90-DAY Eurodollar Futures | | | Sep-24 | | | | 2 | | | | 493,800 | | | | (138 | ) |
90-DAY Sterling Futures | | | Jun-22 | | | | 5 | | | | 855,847 | | | | (550 | ) |
Amsterdam Index Futures | | | Sep-21 | | | | 7 | | | | 1,301,611 | | | | 29,230 | |
AUD/USD Currency Futures | | | Sep-21 | | | | 4 | | | | 292,840 | | | | 220 | |
Australian 10-Year Bond Futures | | | Sep-21 | | | | 76 | | | | 8,106,663 | | | | 34,059 | |
Australian 3-Year Bond Futures | | | Sep-21 | | | | 202 | | | | 17,310,432 | | | | 19,950 | |
Brent Crude Futures | | | Nov-21 | | | | 10 | | | | 716,300 | | | | 12,350 | |
Brent Crude Futures | | | Dec-21 | | | | 3 | | | | 213,000 | | | | 1,060 | |
CAC40 10 Euro Futures | | | Sep-21 | | | | 15 | | | | 1,182,756 | | | | (11,949 | ) |
CAD Currency Futures | | | Sep-21 | | | | 46 | | | | 3,648,720 | | | | (2,995 | ) |
Canadian 10-Year Bond Futures | | | Dec-21 | | | | 1 | | | | 115,825 | | | | (269 | ) |
Canola Futures (Winnipeg Commodity Exchange) | | | Jan-22 | | | | 1 | | | | 13,956 | | | | 2,338 | |
Cattle Feeder Futures | | | Oct-21 | | | | 1 | | | | 83,875 | | | | (563 | ) |
CHF Currency Futures | | | Sep-21 | | | | 24 | | | | 3,280,200 | | | | 88 | |
Cocoa Futures | | | Dec-21 | | | | 1 | | | | 25,400 | | | | (1,350 | ) |
Cocoa Futures | | | Mar-22 | | | | 3 | | | | 76,890 | | | | (440 | ) |
Cocoa Futures ICE | | | Dec-21 | | | | 2 | | | | 48,312 | | | | (481 | ) |
Cocoa Futures ICE | | | Mar-22 | | | | 1 | | | | 24,184 | | | | (192 | ) |
Coffee ‘C’ Futures | | | Dec-21 | | | | 9 | | | | 661,163 | | | | 22,388 | |
Coffee ‘C’ Futures | | | Mar-22 | | | | 1 | | | | 74,438 | | | | 11,119 | |
Coffee ‘C’ Futures | | | May-22 | | | | 1 | | | | 74,794 | | | | 544 | |
Coffee Robusta Futures | | | Nov-21 | | | | 1 | | | | 20,260 | | | | 2,350 | |
Copper Futures | | | Dec-21 | | | | 5 | | | | 546,875 | | | | 3,288 | |
Corn Futures | | | Dec-21 | | | | 4 | | | | 106,850 | | | | (5,000 | ) |
Corn Futures | | | Mar-22 | | | | 14 | | | | 379,925 | | | | (25,063 | ) |
Cotton No.2 Futures | | | Dec-21 | | | | 19 | | | | 879,035 | | | | 42,420 | |
DAX Index Futures | | | Sep-21 | | | | 13 | | | | 6,063,147 | | | | 2,302 | |
DJIA Mini E-CBOT | | | Sep-21 | | | | 16 | | | | 2,827,200 | | | | 21,089 | |
Dollar Index | | | Sep-21 | | | | 66 | | | | 6,113,910 | | | | 24,860 | |
E-Mini Consumer Discretionary Select Futures | | | Sep-21 | | | | 1 | | | | 185,350 | | | | 5,370 | |
E-Mini Crude Oil | | | Oct-21 | | | | 1 | | | | 34,250 | | | | 788 | |
E-Mini Health Care Select Futures | | | Sep-21 | | | | 1 | | | | 136,330 | | | | 3,220 | |
E-Mini Natural Gas | | | Oct-21 | | | | 2 | | | | 21,885 | | | | 1,985 | |
Emissions ICE | | | Dec-21 | | | | 8 | | | | 573,938 | | | | 144,937 | |
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, 2021
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
EUR Foreign Exchange Currency Futures | | | Sep-21 | | | | 9 | | | $ | 1,329,244 | | | $ | (1,050 | ) |
Euro BUXL 30-Year Bond Futures | | | Sep-21 | | | | 3 | | | | 752,798 | | | | (12,185 | ) |
Euro STOXX 50 | | | Sep-21 | | | | 52 | | | | 2,559,791 | | | | 17,726 | |
Euro-Bobl Futures | | | Sep-21 | | | | 466 | | | | 74,264,416 | | | | (65,047 | ) |
Euro-BTP Futures | | | Sep-21 | | | | 33 | | | | 5,972,902 | | | | 32,730 | |
Euro-Bund Futures | | | Sep-21 | | | | 176 | | | | 36,460,586 | | | | (134,883 | ) |
Euro-Oat Futures | | | Sep-21 | | | | 35 | | | | 6,660,960 | | | | (21,584 | ) |
Euro-Schatz Futures | | | Sep-21 | | | | 205 | | | | 27,177,773 | | | | (18,538 | ) |
FTSE 100 Index Futures | | | Sep-21 | | | | 54 | | | | 5,268,592 | | | | 7,576 | |
FTSE Taiwan Index | | | Sep-21 | | | | 3 | | | | 182,190 | | | | 3,860 | |
FTSE/JSE TOP 40 | | | Sep-21 | | | | 3 | | | | 124,810 | | | | (3,468 | ) |
FTSE/MIB Index Futures | | | Sep-21 | | | | 11 | | | | 1,689,121 | | | | 15,322 | |
Gasoline RBOB Futures | | | Oct-21 | | | | 12 | | | | 1,079,518 | | | | 899 | |
Gasoline RBOB Futures | | | Nov-21 | | | | 4 | | | | 347,155 | | | | 323 | |
GBP Currency Futures | | | Sep-21 | | | | 24 | | | | 2,063,700 | | | | (29,400 | ) |
Gold 100 Oz Futures | | | Dec-21 | | | | 19 | | | | 3,454,390 | | | | 7,650 | |
JPN 10-Year Bond (Osaka Securities Exchange) | | | Sep-21 | | | | 5 | | | | 6,915,421 | | | | (1,182 | ) |
JPY Currency Futures | | | Sep-21 | | | | 1 | | | | 113,650 | | | | 56 | |
Kansas City Hard Red Winter Wheat Futures | | | Dec-21 | | | | 6 | | | | 213,600 | | | | (2,563 | ) |
Lean Hogs Futures | | | Oct-21 | | | | 4 | | | | 142,080 | | | | (1,700 | ) |
Lean Hogs Futures | | | Dec-21 | | | | 5 | | | | 163,900 | | | | 640 | |
Live Cattle Futures | | | Oct-21 | | | | 3 | | | | 152,280 | | | | (2,410 | ) |
Live Cattle Futures | | | Dec-21 | | | | 7 | | | | 373,730 | | | | 520 | |
Live Cattle Futures | | | Feb-22 | | | | 3 | | | | 165,300 | | | | (60 | ) |
Live Cattle Futures | | | Apr-22 | | | | 2 | | | | 112,760 | | | | (580 | ) |
LME Aluminum Forward | | | Sep-21 | | | | 200 | | | | 13,565,000 | | | | 1,125,554 | |
LME Aluminum Forward | | | Dec-21 | | | | 68 | | | | 4,618,475 | | | | 219,014 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 68,475 | | | | 6,888 | |
LME Aluminum Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 67,825 | | | | 6,825 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 67,868 | | | | 5,908 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 67,879 | | | | 4,920 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 67,887 | | | | 5,037 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 67,900 | | | | 4,869 | |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 67,900 | | | | 2,300 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 67,900 | | | | 2,238 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 135,800 | | | | 7,086 | |
LME Aluminum Forward — 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 135,913 | | | | 5,800 | |
LME Copper Forward | | | Sep-21 | | | | 55 | | | | 13,097,219 | | | | (387,855 | ) |
LME Copper Forward | | | Dec-21 | | | | 18 | | | | 4,284,563 | | | | 64,969 | |
LME Copper Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 238,131 | | | | 988 | |
LME Copper Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 238,083 | | | | 2,371 | |
LME Copper Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 238,040 | | | | (6,668 | ) |
LME Copper Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 238,100 | | | | (1,850 | ) |
LME Copper Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 237,968 | | | | 6,030 | |
LME Lead Forward | | | Sep-21 | | | | 11 | | | | 628,650 | | | | 1,282 | |
LME Lead Forward | | | Dec-21 | | | | 13 | | | | 732,063 | | | | (21,099 | ) |
LME Nickel Forward | | | Sep-21 | | | | 7 | | | | 821,835 | | | | 54,394 | |
LME Nickel Forward | | | Dec-21 | | | | 9 | | | | 1,055,484 | | | | 25,605 | |
LME Nickel Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 117,405 | | | | 9,165 | |
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, 2021
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Nickel Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | $ | 117,336 | | | $ | 13,283 | |
LME Nickel Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 117,329 | | | | 9,369 | |
LME Nickel Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 117,320 | | | | 1,070 | |
LME Nickel Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 117,279 | | | | 1,929 | |
LME Palladium Forward — 90 Day Settlement | | | Sep-21 | | | | 2 | | | | 116,050 | | | | 6,488 | |
LME Palladium Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 57,150 | | | | 3,888 | |
LME Palladium Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 56,977 | | | | 2,183 | |
LME Palladium Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 56,889 | | | | 1,227 | |
LME Palladium Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 56,806 | | | | (1,242 | ) |
LME Palladium Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 56,627 | | | | (2,568 | ) |
LME Zinc Forward | | | Sep-21 | | | | 12 | | | | 899,700 | | | | (3,719 | ) |
LME Zinc Forward | | | Dec-21 | | | | 12 | | | | 901,725 | | | | 3,704 | |
LME Zinc Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 74,860 | | | | 197 | |
LME Zinc Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 74,908 | | | | (430 | ) |
LME Zinc Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 74,975 | | | | 2,254 | |
LME Zinc Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | 75,013 | | | | 1,375 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 75,048 | | | | 1,676 | |
LME Zinc Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | 75,060 | | | | 1,398 | |
LME Zinc Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | 75,089 | | | | 453 | |
LME Zinc Forward — 90 Day Settlement | | | Nov-21 | | | | 2 | | | | 150,185 | | | | 139 | |
Long Gilt Futures | | | Dec-21 | | | | 32 | | | | 5,641,961 | | | | (23,964 | ) |
Low Sulphur Gasoil G Futures | | | Oct-21 | | | | 8 | | | | 481,400 | | | | 14,000 | |
Low Sulphur Gasoil G Futures | | | Nov-21 | | | | 2 | | | | 119,800 | | | | 3,700 | |
Mill Wheat Euro | | | Dec-21 | | | | 2 | | | | 28,958 | | | | 1,564 | |
Mill Wheat Euro | | | Mar-22 | | | | 3 | | | | 42,950 | | | | 443 | |
Mini TOPIX Index Futures | | | Sep-21 | | | | 1 | | | | 17,857 | | | | 80 | |
MSCI EAFE Index Futures | | | Sep-21 | | | | 3 | | | | 352,725 | | | | 3,770 | |
MSCI Emerging Markets Index Futures | | | Sep-21 | | | | 8 | | | | 519,680 | | | | 10,365 | |
MSCI Singapore Exchange ETS | | | Sep-21 | | | | 2 | | | | 52,386 | | | | (759 | ) |
MXN Currency Futures | | | Sep-21 | | | | 86 | | | | 2,137,960 | | | | 250 | |
Nasdaq 100 E-Mini | | | Sep-21 | | | | 30 | | | | 9,349,500 | | | | 202,972 | |
Natural Gas Futures | | | Oct-21 | | | | 57 | | | | 2,494,890 | | | | 186,064 | |
Natural Gas Futures | | | Nov-21 | | | | 25 | | | | 1,106,250 | | | | 66,620 | |
Natural Gas Futures | | | Dec-21 | | | | 1 | | | | 45,150 | | | | 4,160 | |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-21 | | | | 2 | | | | 55,497,907 | | | | 7,908 | |
Nikkei 225 (Singapore Exchange) | | | Sep-21 | | | | 33 | | | | 4,226,423 | | | | 53,656 | |
Nikkei/Yen Futures | | | Sep-21 | | | | 1 | | | | 127,574 | | | | 2,045 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-21 | | | | 22 | | | | 1,968,305 | | | | 16,930 | |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Nov-21 | | | | 2 | | | | 178,433 | | | | 3,419 | |
NZD Currency Futures | | | Sep-21 | | | | 7 | | | | 493,955 | | | | 3,805 | |
OAT Futures | | | Dec-21 | | | | 2 | | | | 50,225 | | | | 1,938 | |
OMX Stockholm 30 Index Futures | | | Sep-21 | | | | 49 | | | | 1,336,513 | | | | (11,153 | ) |
Palm Oil Futures | | | Nov-21 | | | | 4 | | | | 102,333 | | | | 2,279 | |
Palm Oil Futures | | | Dec-21 | | | | 1 | | | | 25,084 | | | | (505 | ) |
Rapeseed Euro | | | Nov-21 | | | | 1 | | | | 33,489 | | | | 1,668 | |
Russell 2000 E-Mini | | | Sep-21 | | | | 5 | | | | 567,800 | | | | 3,315 | |
S&P 500 E-Mini Futures | | | Sep-21 | | | | 212 | | | | 47,917,299 | | | | 2,372,300 | |
S&P Mid 400 E-Mini | | | Sep-21 | | | | 2 | | | | 550,400 | | | | 5,675 | |
S&P/TSX 60 IX Futures | | | Sep-21 | | | | 10 | | | | 1,949,669 | | | | 22,463 | |
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, 2021
Long Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
SGX Nifty 50 | | | Sep-21 | | | | 29 | | | $ | 993,279 | | | $ | 28,645 | |
Short BTP Future | | | Sep-21 | | | | 17 | | | | 2,276,850 | | | | 2,539 | |
Soybean Futures | | | Nov-21 | | | | 2 | | | | 129,250 | | | | (5,263 | ) |
Soybean Futures | | | Mar-22 | | | | 7 | | | | 456,838 | | | | (18,113 | ) |
Soybean Oil Futures | | | Dec-21 | | | | 3 | | | | 105,750 | | | | (7,794 | ) |
Soybean Oil Futures | | | Jan-22 | | | | 1 | | | | 35,232 | | | | (1,800 | ) |
SPI 200 Futures | | | Sep-21 | | | | 11 | | | | 1,504,195 | | | | 26,628 | |
STOXX Europe 600 Index | | | Sep-21 | | | | 6 | | | | 166,379 | | | | 1,441 | |
Sugar No. 11 (World) | | | Oct-21 | | | | 37 | | | | 822,170 | | | | 52,965 | |
Sugar No. 11 (World) | | | Mar-22 | | | | 40 | | | | 920,640 | | | | 93,094 | |
Sugar No. 11 (World) | | | May-22 | | | | 7 | | | | 155,389 | | | | 437 | |
Swiss Federal Bond Futures | | | Sep-21 | | | | 1 | | | | 185,236 | | | | (153 | ) |
Topix Index Futures | | | Sep-21 | | | | 3 | | | | 535,700 | | | | 8,858 | |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 59 | | | | 7,873,734 | | | | 22,406 | |
U.S. Treasury 2-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 106 | | | | 23,354,780 | | | | 13,938 | |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 62 | | | | 7,670,562 | | | | 22,664 | |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-21 | | | | 15 | | | | 2,444,530 | | | | 6,164 | |
U.S. Treasury Ultra 10-Year Notes | | | Dec-21 | | | | 2 | | | | 296,031 | | | | 1,469 | |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | | | Dec-21 | | | | 1 | | | | 197,281 | | | | 1,063 | |
Wheat (Chicago Board of Trade) | | | Dec-21 | | | | 64 | | | | 2,311,200 | | | | (32,337 | ) |
Wheat (Chicago Board of Trade) | | | Mar-22 | | | | 4 | | | | 147,400 | | | | (6,350 | ) |
Wheat (Chicago Board of Trade) | | | May-22 | | | | 1 | | | | 37,200 | | | | (2,413 | ) |
WTI Crude Futures | | | Oct-21 | | | | 15 | | | | 1,027,500 | | | | (910 | ) |
WTI Crude Futures | | | Nov-21 | | | | 1 | | | | 68,260 | | | | 2,940 | |
WTI Crude Futures | | | Dec-21 | | | | 6 | | | | 407,640 | | | | 15,970 | |
WTI Crude Futures | | | Jan-22 | | | | 1 | | | | 67,600 | | | | 2,390 | |
| | | | | | | | | | | | | | $ | 4,511,307 | |
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | | | Jun-22 | | | | 3 | | | $ | (890,122 | ) | | $ | (30 | ) |
3-Month Euro Euribor | | | Dec-22 | | | | 71 | | | | (21,057,847 | ) | | | 1,594 | |
90-DAY Eurodollar Futures | | | Mar-24 | | | | 3 | | | | (742,013 | ) | | | (825 | ) |
90-DAY Eurodollar Futures | | | Jun-24 | | | | 1 | | | | (247,113 | ) | | | (513 | ) |
90-DAY Sterling Futures | | | Mar-22 | | | | 59 | | | | (10,109,636 | ) | | | (2,423 | ) |
90-DAY Sterling Futures | | | Jun-22 | | | | 26 | | | | (4,450,402 | ) | | | 3,884 | |
90-DAY Sterling Futures | | | Sep-22 | | | | 4 | | | | (684,230 | ) | | | (206 | ) |
90-DAY Sterling Futures | | | Mar-23 | | | | 34 | | | | (5,810,992 | ) | | | 687 | |
90-DAY Sterling Futures | | | Jun-23 | | | | 40 | | | | (6,833,712 | ) | | | (902 | ) |
90-DAY Sterling Futures | | | Jun-23 | | | | 23 | | | | (3,929,384 | ) | | | 1,057 | |
90-DAY Sterling Futures | | | Sep-23 | | | | 30 | | | | (5,123,479 | ) | | | (816 | ) |
90-DAY Sterling Futures | | | Dec-23 | | | | 24 | | | | (4,097,340 | ) | | | (593 | ) |
90-DAY Sterling Futures | | | Jun-24 | | | | 1 | | | | (170,637 | ) | | | 43 | |
AUD/USD Currency Futures | | | Sep-21 | | | | 57 | | | | (4,172,970 | ) | | | (5,495 | ) |
CAD Currency Futures | | | Sep-21 | | | | 19 | | | | (1,507,080 | ) | | | (11,005 | ) |
Canadian 10-Year Bond Futures | | | Dec-21 | | | | 2 | | | | (231,649 | ) | | | (71 | ) |
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, 2021
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
CHF Currency Futures | | | Sep-21 | | | | 1 | | | $ | (136,675 | ) | | $ | (775 | ) |
Copper Futures | | | Mar-22 | | | | 1 | | | | (108,938 | ) | | | (2,388 | ) |
Corn Futures | | | Dec-21 | | | | 7 | | | | (186,988 | ) | | | 1,838 | |
Dollar Index | | | Sep-21 | | | | 2 | | | | (185,270 | ) | | | (430 | ) |
EUR Foreign Exchange Currency Futures | | | Sep-21 | | | | 96 | | | | (14,178,600 | ) | | | (6,818 | ) |
Euro/JPY Futures | | | Sep-21 | | | | 6 | | | | (885,902 | ) | | | (2,045 | ) |
FTSE China A50 Index | | | Sep-21 | | | | 17 | | | | (250,818 | ) | | | 3,674 | |
FTSE/JSE TOP 40 | | | Sep-21 | | | | 1 | | | | (41,603 | ) | | | (204 | ) |
Gasoline RBOB Futures | | | Nov-21 | | | | 1 | | | | (86,789 | ) | | | (2,449 | ) |
Gold 100 Oz Futures | | | Dec-21 | | | | 7 | | | | (1,272,670 | ) | | | (20,290 | ) |
Hang Seng China Enterprises Index Futures | | | Sep-21 | | | | 7 | | | | (411,542 | ) | | | (10,196 | ) |
Hang Seng Index Futures | | | Sep-21 | | | | 11 | | | | (1,821,252 | ) | | | (26,764 | ) |
JPY Currency Futures | | | Sep-21 | | | | 176 | | | | (20,002,400 | ) | | | (13,944 | ) |
LME Aluminum Forward | | | Sep-21 | | | | 200 | | | | (13,564,999 | ) | | | (1,138,938 | ) |
LME Aluminum Forward | | | Dec-21 | | | | 65 | | | | (4,414,719 | ) | | | (132,045 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (68,475 | ) | | | (7,500 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (67,825 | ) | | | (6,060 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (67,868 | ) | | | (5,768 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (67,879 | ) | | | (4,990 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (67,887 | ) | | | (4,938 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (67,900 | ) | | | (6,863 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (67,900 | ) | | | (3,776 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (67,900 | ) | | | (2,836 | ) |
LME Aluminum Forward — 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (135,800 | ) | | | (5,976 | ) |
LME Copper Forward | | | Sep-21 | | | | 55 | | | | (13,097,219 | ) | | | 55,349 | |
LME Copper Forward | | | Dec-21 | | | | 17 | | | | (4,046,531 | ) | | | (85,187 | ) |
LME Copper Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (238,131 | ) | | | 5,844 | |
LME Copper Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (238,083 | ) | | | 6,310 | |
LME Copper Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (238,040 | ) | | | 4,798 | |
LME Copper Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (238,100 | ) | | | (6,056 | ) |
LME Lead Forward | | | Sep-21 | | | | 11 | | | | (628,650 | ) | | | 15,675 | |
LME Nickel Forward | | | Sep-21 | | | | 7 | | | | (821,835 | ) | | | (27,155 | ) |
LME Nickel Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (117,405 | ) | | | (13,461 | ) |
LME Nickel Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (117,336 | ) | | | (9,411 | ) |
LME Nickel Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (117,329 | ) | | | (8,849 | ) |
LME Nickel Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (117,320 | ) | | | (2,018 | ) |
LME Palladium Forward — 90 Day Settlement | | | Sep-21 | | | | 2 | | | | (116,050 | ) | | | (6,225 | ) |
LME Palladium Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (57,150 | ) | | | (2,325 | ) |
LME Palladium Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (56,977 | ) | | | (3,665 | ) |
LME Palladium Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (56,889 | ) | | | 1,130 | |
LME Palladium Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (56,806 | ) | | | 2,412 | |
LME Palladium Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | | (56,668 | ) | | | 3,082 | |
LME Zinc Forward | | | Sep-21 | | | | 12 | | | | (899,700 | ) | | | (9,644 | ) |
LME Zinc Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (74,860 | ) | | | (185 | ) |
LME Zinc Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (74,908 | ) | | | (2,313 | ) |
LME Zinc Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (74,975 | ) | | | (113 | ) |
LME Zinc Forward — 90 Day Settlement | | | Sep-21 | | | | 1 | | | | (75,013 | ) | | | (1,703 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (75,048 | ) | | | (469 | ) |
LME Zinc Forward — 90 Day Settlement | | | Oct-21 | | | | 1 | | | | (75,060 | ) | | | 595 | |
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, 2021
Short Contracts | | Expiration Date | | | Number of Contracts | | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
LME Zinc Forward — 90 Day Settlement | | | Nov-21 | | | | 1 | | | $ | (75,089 | ) | | $ | (852 | ) |
LME Zinc Forward — 90 Day Settlement | | | Nov-21 | | | | 2 | | | | (150,185 | ) | | | (1,410 | ) |
Long Gilt Futures | | | Dec-21 | | | | 20 | | | | (3,526,225 | ) | | | 9,170 | |
Mini H-Shares Index Futures | | | Sep-21 | | | | 2 | | | | (23,517 | ) | | | (352 | ) |
Mini HSI Index Futures | | | Sep-21 | | | | 4 | | | | (132,455 | ) | | | (2,016 | ) |
Nikkei 225 (Osaka Securities Exchange) | | | Sep-21 | | | | 1 | | | | (256,147 | ) | | | 2,818 | |
Nikkei 225 Mini | | | Sep-21 | | | | 4 | | | | (102,459 | ) | | | (2,472 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Oct-21 | | | | 3 | | | | (268,405 | ) | | | (17,693 | ) |
NY Harbor Ultra-Low Sulfur Diesel Futures | | | Dec-21 | | | | 1 | | | | (89,002 | ) | | | (1,298 | ) |
Platinum Futures | | | Oct-21 | | | | 1 | | | | (50,705 | ) | | | (1,915 | ) |
Silver Futures | | | Dec-21 | | | | 15 | | | | (1,800,450 | ) | | | (4,860 | ) |
Soybean Meal Futures | | | Dec-21 | | | | 2 | | | | (69,120 | ) | | | 840 | |
Soybean Oil Futures | | | Dec-21 | | | | 1 | | | | (35,250 | ) | | | 1,092 | |
U.S. Treasury 10-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 4 | | | | (533,813 | ) | | | (1,773 | ) |
U.S. Treasury 5-Year Notes (Chicago Board of Trade) | | | Dec-21 | | | | 52 | | | | (6,433,375 | ) | | | (10,578 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | | | Dec-21 | | | | 3 | | | | (488,905 | ) | | | (484 | ) |
| | | | | | | | | | | | | | $ | (1,531,462 | ) |
Total Futures Contracts | | | | | | | | | | | | | | $ | 2,979,845 | |
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, 2021
Forward foreign currency contracts outstanding as of August 31, 2021 were as follows:
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 4,836,170 | | | | | | USD | | | 3,528,558 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | $ | 9,362 | |
AUD | | | 4,195,718 | | | | | | USD | | | 3,069,587 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | (176 | ) |
AUD | | | 2,000,000 | | | | | | CAD | | | 1,859,654 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (10,730 | ) |
AUD | | | 1,406,089 | | | | | | EUR | | | 875,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (4,739 | ) |
AUD | | | 2,800,000 | | | | | | JPY | | | 223,705,820 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 14,858 | |
AUD | | | 2,000,000 | | | | | | NZD | | | 2,100,480 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (16,880 | ) |
AUD | | | 1,000,000 | | | | | | USD | | | 735,150 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (3,539 | ) |
BRL | | | 1,794,315 | | | | | | USD | | | 350,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (3,668 | ) |
CAD | | | 3,518,863 | | | | | | AUD | | | 3,800,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 8,910 | |
CAD | | | 2,612,001 | | | | | | EUR | | | 1,750,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 3,360 | |
CAD | | | 1,600,000 | | | | | | JPY | | | 138,724,960 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 7,038 | |
CAD | | | 1,300,000 | | | | | | USD | | | 1,037,077 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (6,703 | ) |
CHF | | | 2,038,263 | | | | | | USD | | | 2,223,884 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | 1,956 | |
CHF | | | 1,967,692 | | | | | | USD | | | 2,149,295 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | (470 | ) |
CHF | | | 1,876,061 | | | | | | EUR | | | 1,750,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (17,496 | ) |
CHF | | | 317,220 | | | | | | GBP | | | 250,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 2,807 | |
CHF | | | 500,000 | | | | | | JPY | | | 60,392,200 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (2,812 | ) |
CHF | | | 750,000 | | | | | | USD | | | 826,174 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (6,877 | ) |
CLP | | | 143,519,700 | | | | | | USD | | | 200,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (14,649 | ) |
CNH | | | 7,785,444 | | | | | | USD | | | 1,200,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 4,776 | |
CNH | | | 9,701,981 | | | | | | USD | | | 1,500,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | 1,192 | |
COP | | | 369,974,575 | | | | | | USD | | | 100,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (1,918 | ) |
CZK | | | 15,308,447 | | | | | | EUR | | | 600,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | 2,285 | |
EUR | | | 125,000 | | | | | | SEK | | | 1,270,674 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | 347 | |
EUR | | | 15,418,703 | | | | | | USD | | | 18,194,000 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | 11,957 | |
EUR | | | 14,918,703 | | | | | | USD | | | 17,618,988 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | (3,090 | ) |
EUR | | | 375,000 | | | | | | AUD | | | 607,370 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (1,452 | ) |
EUR | | | 750,000 | | | | | | CAD | | | 1,134,061 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (13,037 | ) |
EUR | | | 200,000 | | | | | | GBP | | | 170,884 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 1,270 | |
EUR | | | 200,000 | | | | | | HUF | | | 71,152,960 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (4,416 | ) |
EUR | | �� | 600,000 | | | | | | JPY | | | 77,861,588 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 831 | |
EUR | | | 300,000 | | | | | | PLN | | | 1,368,076 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (2,871 | ) |
EUR | | | 1,125,000 | | | | | | USD | | | 1,334,672 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (5,951 | ) |
EUR | | | 150,000 | | | | | | CZK | | | 3,851,919 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (1,723 | ) |
EUR | | | 500,000 | | | | | | HUF | | | 177,731,730 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (10,504 | ) |
EUR | | | 1,100,000 | | | | | | NOK | | | 11,452,794 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (18,099 | ) |
EUR | | | 750,000 | | | | | | PLN | | | 3,431,840 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (10,202 | ) |
EUR | | | 1,200,000 | | | | | | SEK | | | 12,278,237 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (5,655 | ) |
GBP | | | 3,445,012 | | | | | | USD | | | 4,719,332 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | 17,061 | |
GBP | | | 3,445,012 | | | | | | USD | | | 4,741,384 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | (4,986 | ) |
GBP | | | 3,445,012 | | | | | | USD | | | 4,738,965 | | | | | | | | Sep 03 2021 | | | | SOCIETE GENERALE | | | | (2,563 | ) |
GBP | | | 1,000,000 | | | | | | AUD | | | 1,882,555 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (2,406 | ) |
GBP | | | 250,000 | | | | | | CHF | | | 314,203 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 489 | |
GBP | | | 1,192,762 | | | | | | EUR | | | 1,400,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (13,600 | ) |
GBP | | | 750,000 | | | | | | JPY | | | 114,107,600 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (6,154 | ) |
GBP | | | 750,000 | | | | | | USD | | | 1,043,533 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (12,363 | ) |
HUF | | | 106,176,940 | | | | | | EUR | | | 300,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 4,755 | |
HUF | | | 210,427,980 | | | | | | USD | | | 700,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 11,648 | |
HUF | | | 491,054,756 | | | | | | EUR | | | 1,400,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | 7,111 | |
The accompanying notes are an integral part of the consolidated financial statements.
16
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2021
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
ILS | | | 1,288,058 | | | | | | USD | | | 400,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | $ | 1,567 | |
ILS | | | 1,293,767 | | | | | | USD | | | 400,000 | | | | | | | | Sep 17 2021 | | | | SOCIETE GENERALE | | | | 3,354 | |
INR | | | 7,445,250 | | | | | | USD | | | 100,000 | | | | | | | | Sep 03 2021 | | | | SOCIETE GENERALE | | | | 1,954 | |
INR | | | 74,534,000 | | | | | | USD | | | 1,000,000 | | | | | | | | Sep 07 2021 | | | | SOCIETE GENERALE | | | | 20,316 | |
INR | | | 74,447,500 | | | | | | USD | | | 1,000,000 | | | | | | | | Sep 13 2021 | | | | SOCIETE GENERALE | | | | 18,477 | |
INR | | | 81,464,883 | | | | | | USD | | | 1,100,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | 14,239 | |
INR | | | 74,313,500 | | | | | | USD | | | 1,000,000 | | | | | | | | Sep 20 2021 | | | | SOCIETE GENERALE | | | | 15,882 | |
INR | | | 73,278,500 | | | | | | USD | | | 1,000,000 | | | | | | | | Sep 27 2021 | | | | SOCIETE GENERALE | | | | 983 | |
INR | | | 73,963,139 | | | | | | USD | | | 1,000,000 | | | | | | | | Sep 30 2021 | | | | SOCIETE GENERALE | | | | 10,011 | |
INR | | | 80,666,300 | | | | | | USD | | | 1,100,000 | | | | | | | | Oct 01 2021 | | | | SOCIETE GENERALE | | | | 1,438 | |
JPY | | | 97,318,010 | | | | | | USD | | | 885,595 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | (1,000 | ) |
JPY | | | 97,318,010 | | | | | | USD | | | 884,870 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | (269 | ) |
JPY | | | 158,518,300 | | | | | | AUD | | | 2,000,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (22,173 | ) |
JPY | | | 68,294,704 | | | | | | CAD | | | 800,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (13,226 | ) |
JPY | | | 57,142,183 | | | | | | GBP | | | 375,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 3,881 | |
JPY | | | 121,746,812 | | | | | | NZD | | | 1,600,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (20,670 | ) |
KRW | | | 919,816,000 | | | | | | USD | | | 800,000 | | | | | | | | Sep 07 2021 | | | | SOCIETE GENERALE | | | | (6,768 | ) |
KRW | | | 924,840,000 | | | | | | USD | | | 800,000 | | | | | | | | Sep 13 2021 | | | | SOCIETE GENERALE | | | | (2,493 | ) |
KRW | | | 449,526,658 | | | | | | USD | | | 400,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (12,374 | ) |
KRW | | | 942,072,000 | | | | | | USD | | | 800,000 | | | | | | | | Sep 23 2021 | | | | SOCIETE GENERALE | | | | 12,269 | |
KRW | | | 933,544,000 | | | | | | USD | | | 800,000 | | | | | | | | Sep 24 2021 | | | | SOCIETE GENERALE | | | | 4,907 | |
KRW | | | 929,984,000 | | | | | | USD | | | 800,000 | | | | | | | | Sep 27 2021 | | | | SOCIETE GENERALE | | | | 1,808 | |
MXN | | | 9,500,000 | | | | | | USD | | | 474,986 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (2,894 | ) |
NOK | | | 7,000,000 | | | | | | SEK | | | 6,937,632 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | 1,176 | |
NOK | | | 1,305,531 | | | | | | EUR | | | 125,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 2,529 | |
NOK | | | 3,517,344 | | | | | | USD | | | 400,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 4,571 | |
NOK | | | 13,768,152 | | | | | | EUR | | | 1,350,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (10,863 | ) |
NZD | | | 5,044,783 | | | | | | AUD | | | 4,800,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 43,071 | |
NZD | | | 2,400,000 | | | | | | JPY | | | 182,685,600 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 30,411 | |
NZD | | | 800,000 | | | | | | USD | | | 561,321 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 2,399 | |
PHP | | | 4,799,384 | | | | | | USD | | | 100,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (3,562 | ) |
PLN | | | 455,064 | | | | | | EUR | | | 100,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 706 | |
PLN | | | 1,359,963 | | | | | | EUR | | | 300,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | 746 | |
RUB | | | 77,447,832 | | | | | | USD | | | 1,050,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | 4,828 | |
SEK | | | 1,275,388 | | | | | | EUR | | | 125,000 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | 199 | |
SEK | | | 10,193,667 | | | | | | EUR | | | 1,000,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 303 | |
SEK | | | 5,856,369 | | | | | | NOK | | | 6,000,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (11,411 | ) |
SEK | | | 3,430,486 | | | | | | USD | | | 400,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (2,426 | ) |
SEK | | | 14,171,207 | | | | | | EUR | | | 1,400,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (11,181 | ) |
SGD | | | 2,029,503 | | | | | | USD | | | 1,500,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 9,490 | |
SGD | | | 598,404 | | | | | | USD | | | 450,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (4,924 | ) |
THB | | | 11,457,314 | | | | | | USD | | | 350,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | 5,439 | |
TWD | | | 13,916,689 | | | | | | USD | | | 500,000 | | | | | | | | Sep 07 2021 | | | | SOCIETE GENERALE | | | | 2,159 | |
TWD | | | 13,911,000 | | | | | | USD | | | 500,000 | | | | | | | | Sep 13 2021 | | | | SOCIETE GENERALE | | | | 1,950 | |
TWD | | | 8,265,979 | | | | | | USD | | | 300,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (1,740 | ) |
TWD | | | 5,567,000 | | | | | | USD | | | 200,000 | | | | | | | | Sep 16 2021 | | | | SOCIETE GENERALE | | | | 873 | |
TWD | | | 8,348,700 | | | | | | USD | | | 300,000 | | | | | | | | Sep 22 2021 | | | | SOCIETE GENERALE | | | | 1,242 | |
TWD | | | 8,373,600 | | | | | | USD | | | 300,000 | | | | | | | | Sep 27 2021 | | | | SOCIETE GENERALE | | | | 2,139 | |
TWD | | | 8,313,000 | | | | | | USD | | | 300,000 | | | | | | | | Oct 04 2021 | | | | SOCIETE GENERALE | | | | (47 | ) |
USD | | | 3,535,729 | | | | | | AUD | | | 4,836,170 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | (2,191 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
17
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2021
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 3,060,772 | | | | | | AUD | | | 4,195,718 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | $ | (8,639 | ) |
USD | | | 3,069,591 | | | | | | AUD | | | 4,195,718 | | | | | | | | Sep 03 2021 | | | | SOCIETE GENERALE | | | | 165 | |
USD | | | 100,000 | | | | | | BRL | | | 534,615 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (3,189 | ) |
USD | | | 239,761 | | | | | | CAD | | | 300,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 1,983 | |
USD | | | 2,235,970 | | | | | | CHF | | | 2,038,263 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | 10,130 | |
USD | | | 2,146,542 | | | | | | CHF | | | 1,967,692 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | (2,284 | ) |
USD | | | 1,918,699 | | | | | | CHF | | | 1,756,147 | | | | | | | | Sep 03 2021 | | | | SOCIETE GENERALE | | | | 846 | |
USD | | | 400,000 | | | | | | CLP | | | 304,543,948 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | 6,691 | |
USD | | | 300,000 | | | | | | CNH | | | 1,948,397 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (1,509 | ) |
USD | | | 350,000 | | | | | | CNH | | | 2,276,070 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (2,177 | ) |
USD | | | 300,000 | | | | | | COP | | | 1,155,606,875 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (6,357 | ) |
USD | | | 18,188,273 | | | | | | EUR | | | 15,418,703 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | (17,684 | ) |
USD | | | 17,604,368 | | | | | | EUR | | | 14,918,703 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | (11,530 | ) |
USD | | | 17,619,302 | | | | | | EUR | | | 14,918,703 | | | | | | | | Sep 03 2021 | | | | SOCIETE GENERALE | | | | 3,076 | |
USD | | | 293,880 | | | | | | EUR | | | 250,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (1,391 | ) |
USD | | | 4,741,370 | | | | | | GBP | | | 3,445,012 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | 4,977 | |
USD | | | 4,738,959 | | | | | | GBP | | | 3,445,012 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | 2,561 | |
USD | | | 173,309 | | | | | | GBP | | | 125,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 1,448 | |
USD | | | 300,000 | | | | | | HUF | | | 89,949,920 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (4,202 | ) |
USD | | | 100,000 | | | | | | ILS | | | 326,141 | | | | | | | | Sep 17 2021 | | | | SOCIETE GENERALE | | | | (1,680 | ) |
USD | | | 100,000 | | | | | | INR | | | 7,456,113 | | | | | | | | Sep 03 2021 | | | | SOCIETE GENERALE | | | | (2,103 | ) |
USD | | | 1,000,000 | | | | | | INR | | | 74,539,250 | | | | | | | | Sep 07 2021 | | | | SOCIETE GENERALE | | | | (20,387 | ) |
USD | | | 1,000,000 | | | | | | INR | | | 74,602,000 | | | | | | | | Sep 13 2021 | | | | SOCIETE GENERALE | | | | (20,589 | ) |
USD | | | 300,000 | | | | | | INR | | | 22,458,414 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (7,176 | ) |
USD | | | 1,000,000 | | | | | | INR | | | 74,525,500 | | | | | | | | Sep 20 2021 | | | | SOCIETE GENERALE | | | | (18,780 | ) |
USD | | | 1,000,000 | | | | | | INR | | | 74,391,500 | | | | | | | | Sep 27 2021 | | | | SOCIETE GENERALE | | | | (16,187 | ) |
USD | | | 1,000,000 | | | | | | INR | | | 73,326,500 | | | | | | | | Sep 30 2021 | | | | SOCIETE GENERALE | | | | (1,318 | ) |
USD | | | 1,100,000 | | | | | | INR | | | 80,849,734 | | | | | | | | Oct 01 2021 | | | | SOCIETE GENERALE | | | | (3,943 | ) |
USD | | | 1,100,000 | | | | | | INR | | | 80,719,100 | | | | | | | | Oct 04 2021 | | | | SOCIETE GENERALE | | | | (1,832 | ) |
USD | | | 886,005 | | | | | | JPY | | | 97,318,010 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | 1,410 | |
USD | | | 885,600 | | | | | | JPY | | | 97,318,010 | | | | | | | | Sep 02 2021 | | | | SOCIETE GENERALE | | | | 998 | |
USD | | | 884,873 | | | | | | JPY | | | 97,318,010 | | | | | | | | Sep 03 2021 | | | | SOCIETE GENERALE | | | | 266 | |
USD | | | 916,125 | | | | | | JPY | | | 100,000,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | 7,050 | |
USD | | | 800,000 | | | | | | KRW | | | 924,832,000 | | | | | | | | Sep 07 2021 | | | | SOCIETE GENERALE | | | | 2,442 | |
USD | | | 800,000 | | | | | | KRW | | | 942,104,000 | | | | | | | | Sep 13 2021 | | | | SOCIETE GENERALE | | | | (12,394 | ) |
USD | | | 950,000 | | | | | | KRW | | | 1,099,254,810 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | 2,114 | |
USD | | | 800,000 | | | | | | KRW | | | 933,592,000 | | | | | | | | Sep 23 2021 | | | | SOCIETE GENERALE | | | | (4,958 | ) |
USD | | | 800,000 | | | | | | KRW | | | 943,158,694 | | | | | | | | Sep 24 2021 | | | | SOCIETE GENERALE | | | | (13,196 | ) |
USD | | | 800,000 | | | | | | KRW | | | 939,024,903 | | | | | | | | Sep 27 2021 | | | | SOCIETE GENERALE | | | | (9,603 | ) |
USD | | | 800,000 | | | | | | KRW | | | 930,136,000 | | | | | | | | Oct 05 2021 | | | | SOCIETE GENERALE | | | | (1,870 | ) |
USD | | | 200,000 | | | | | | PHP | | | 10,036,200 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (1,667 | ) |
USD | | | 700,000 | | | | | | PLN | | | 2,682,242 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (318 | ) |
USD | | | 200,000 | | | | | | RUB | | | 14,905,902 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (3,016 | ) |
USD | | | 548 | | | | | | SEK | | | 4,714 | | | | | | | | Sep 01 2021 | | | | SOCIETE GENERALE | | | | 1 | |
USD | | | 650,000 | | | | | | SGD | | | 879,046 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (3,810 | ) |
USD | | | 600,000 | | | | | | THB | | �� | 19,407,381 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (2,073 | ) |
USD | | | 600,000 | | | | | | TRY | | | 5,430,887 | | | | | | | | Nov 10 2021 | | | | SOCIETE GENERALE | | | | (29,714 | ) |
USD | | | 500,000 | | | | | | TWD | | | 13,918,500 | | | | | | | | Sep 07 2021 | | | | SOCIETE GENERALE | | | | (2,225 | ) |
USD | | | 500,000 | | | | | | TWD | | | 13,924,100 | | | | | | | | Sep 13 2021 | | | | SOCIETE GENERALE | | | | (2,423 | ) |
USD | | | 250,000 | | | | | | TWD | | | 6,954,847 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (951 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
18
Abbey Capital Multi Asset Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2021
Currency Purchased | | | | | Currency Sold | | | | | | Expiration Date | | | Counterparty | | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 200,000 | | | | | | TWD | | | 5,558,211 | | | | | | | | Sep 16 2021 | | | | SOCIETE GENERALE | | | $ | (556 | ) |
USD | | | 300,000 | | | | | | TWD | | | 8,378,700 | | | | | | | | Sep 22 2021 | | | | SOCIETE GENERALE | | | | (2,325 | ) |
USD | | | 300,000 | | | | | | TWD | | | 8,318,100 | | | | | | | | Sep 27 2021 | | | | SOCIETE GENERALE | | | | (136 | ) |
USD | | | 100,000 | | | | | | ZAR | | | 1,539,282 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (5,757 | ) |
USD | | | 250,000 | | | | | | ZAR | | | 3,653,783 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (998 | ) |
ZAR | | | 10,103,373 | | | | | | USD | | | 700,000 | | | | | | | | Sep 14 2021 | | | | SOCIETE GENERALE | | | | (5,843 | ) |
ZAR | | | 5,574,657 | | | | | | USD | | | 400,000 | | | | | | | | Sep 15 2021 | | | | SOCIETE GENERALE | | | | (17,046 | ) |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | | | $ | (230,289 | ) |
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.
19
Abbey Capital Multi Asset Fund
Consolidated Statement of Assets And Liabilities
August 31, 2021
ASSETS | | | | |
Investments, at value (cost $78,440,755) | | $ | 78,438,065 | |
Deposits with broker for forward foreign currency contracts | | | 2,572,910 | |
Deposits with broker for futures contracts | | | 10,936,330 | |
Receivables for: | | | | |
Capital shares sold | | | 144,482 | |
Interest and dividends receivable | | | 24 | |
Unrealized appreciation on forward foreign currency contracts | | | 383,488 | |
Unrealized appreciation on futures contracts | | | 5,524,312 | |
Prepaid expenses and other assets | | | 17,363 | |
Total assets | | $ | 98,016,974 | |
| | | | |
LIABILITIES | | | | |
Due to broker | | | 5,360 | |
Payables for: | | | | |
Advisory fees | | | 112,316 | |
Capital shares redeemed | | | 28,968 | |
Administration and accounting services fees | | | 11,631 | |
Unrealized depreciation on forward foreign currency contracts | | | 613,777 | |
Unrealized depreciation on futures contracts | | | 2,544,467 | |
Other accrued expenses and liabilities | | | 52,269 | |
Total liabilities | | $ | 3,368,788 | |
Net assets | | $ | 94,648,186 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 7,903 | |
Paid-in capital | | | 93,552,682 | |
Total distributable earnings/(losses) | | | 1,087,601 | |
Net assets | | $ | 94,648,186 | |
| | | | |
CLASS I SHARES: | | | | |
Net assets | | $ | 94,648,186 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 7,903,191 | |
Net asset value, offering and redemption price per share | | $ | 11.98 | |
The accompanying notes are an integral part of the consolidated financial statements.
20
Abbey Capital Multi Asset Fund
Consolidated Statement of Operations
For the Year Ended August 31, 2021
INVESTMENT INCOME | | | | |
Interest | | $ | 26,085 | |
Total investment income | | | 26,085 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 1,025,329 | |
Administration and accounting services fees (Note 2) | | | 89,093 | |
Audit and tax service fees | | | 68,280 | |
Legal fees | | | 35,116 | |
Registration and filing fees | | | 31,677 | |
Director fees | | | 17,704 | |
Printing and shareholder reporting fees | | | 8,677 | |
Custodian fees (Note 2) | | | 5,615 | |
Officer fees | | | 3,059 | |
Transfer agent fees (Note 2) | | | 3,004 | |
Other expenses | | | 33,148 | |
Total expenses before waivers and/or reimbursements | | | 1,320,702 | |
Less: waivers and/or reimbursements (Note 2) | | | (254,268 | ) |
Net expenses after waivers and/or reimbursements | | | 1,066,434 | |
Net investment income/(loss) | | | (1,040,349 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | (971 | ) |
Futures contracts | | | 10,384,767 | |
Foreign currency transactions | | | 27,641 | |
Forward foreign currency contracts | | | (275,844 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (2,820 | ) |
Futures contracts | | | 301,716 | |
Foreign currency translations | | | 335 | |
Forward foreign currency contracts | | | (306,725 | ) |
Net realized and unrealized gain/(loss) from investments | | | 10,128,099 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 9,087,750 | |
The accompanying notes are an integral part of the consolidated financial statements.
21
Abbey Capital Multi Asset Fund
Consolidated Statements of Changes in Net Assets
| | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (1,040,349 | ) | | $ | (226,708 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | 10,135,593 | | | | 3,252,777 | |
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, foreign currency translations and forward foreign currency contracts | | | (7,494 | ) | | | 1,510,227 | |
Net increase/(decrease) in net assets resulting from operations | | | 9,087,750 | | | | 4,536,296 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (4,134,208 | ) | | | (3,011,201 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (4,134,208 | ) | | | (3,011,201 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 52,031,717 | | | | 5,162,687 | |
Proceeds from reinvestment of distributions | | | 4,109,948 | | | | 2,892,850 | |
Shares redeemed | | | (4,018,611 | ) | | | (250,926 | ) |
Total from Class I Shares | | | 52,123,054 | | | | 7,804,611 | |
Net increase/(decrease) in net assets from capital share transactions | | | 52,123,054 | | | | 7,804,611 | |
Total increase/(decrease) in net assets | | | 57,076,596 | | | | 9,329,706 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 37,571,590 | | | | 28,241,884 | |
End of period | | $ | 94,648,186 | | | $ | 37,571,590 | |
SHARE TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 4,470,348 | | | | 524,318 | |
Shares reinvested | | | 397,480 | | | | 314,099 | |
Shares redeemed | | | (359,377 | ) | | | (25,056 | ) |
Total Class I Shares | | | 4,508,451 | | | | 813,361 | |
Net increase/(decrease) in shares outstanding | | | 4,508,451 | | | | 813,361 | |
The accompanying notes are an integral part of the consolidated financial statements.
22
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, 2021 | | | 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 | | $ | 11.07 | | | $ | 10.94 | | | $ | 10.65 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.21 | ) | | | (0.08 | ) | | | 0.02 | | | | (0.01 | ) |
Net realized and unrealized gain/(loss) from investments | | | 2.21 | | | | 1.38 | | | | 1.09 | | | | 0.66 | |
Net increase/(decrease) in net assets resulting from operations | | | 2.00 | | | | 1.30 | | | | 1.11 | | | | 0.65 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.17 | ) | | | (0.96 | ) | | | (0.36 | ) | | | — | |
Net realized capital gains | | | (0.92 | ) | | | (0.21 | ) | | | (0.46 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.09 | ) | | | (1.17 | ) | | | (0.82 | ) | | | — | |
Net asset value, end of period | | $ | 11.98 | | | $ | 11.07 | | | $ | 10.94 | | | $ | 10.65 | |
Total investment return/(loss)(3) | | | 19.72 | % | | | 13.97 | % | | | 12.20 | % | | | 6.50 | %(4) |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 94,948 | | | $ | 37,572 | | | $ | 28,242 | | | $ | 21,608 | |
Ratio of expenses to average net assets with waivers and/or reimbursements (including interest expense)(6) | | | 1.84 | % | | | 1.79 | % | | | 1.79 | % | | | 1.79 | %(5) |
Ratio of expenses to average net assets with waivers and/or reimbursements (excluding interest expense)(6) | | | 1.79 | % | | | 1.79 | % | | | 1.79 | % | | | 1.79 | %(5) |
Ratio of expenses to average net assets without waivers and/or reimbursements (including interest expense)(6) | | | 2.28 | % | | | 2.45 | % | | | 2.27 | % | | | 2.84 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (1.80 | )% | | | (0.76 | )% | | | 0.25 | % | | | (0.25 | )%(5) |
Portfolio turnover rate | | | 0 | % | | | 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.
23
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements
August 31, 2021
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-nine 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Consolidated Financial Statements is the fiscal year ended August 31, 2021 (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 ACMAF Master Offshore Limited (the “Cayman Subsidiary”), a wholly-owned and controlled subsidiary of the Fund organized under the acts of the Cayman Islands. Effective on or about November 12, 2020, the Fund’s previous wholly-owned subsidiary, the Abbey Capital Multi Asset 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 acts of the Cayman Islands under the name ACMAF Offshore SPC (the “SPC”). The Cayman Subsidiary invests all or substantially all of its assets in segregated portfolios of 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.
Effective on or about July 8, 2021, the Fund may also invest a portion of its assets in segregated series of another wholly-owned subsidiary of the Fund, the ACMAF Onshore Series LLC (the “Onshore Subsidiary”), a Delaware series limited liability company.
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 $19,534,430, which represented 20.64% of the Fund’s net assets. As of the end of the reporting period, the net assets of the Onshore Subsidiary were $13,369,117, which represented 14.13% 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
24
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 | | $ | 78,438,065 | | | $ | 78,438,065 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 2,437,021 | | | | 2,437,021 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 2,862,308 | | | | 2,862,308 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 383,488 | | | | — | | | | 383,488 | | | | — | |
Futures Contracts | | | 29,279 | | | | 29,279 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 195,704 | | | | 195,704 | | | | — | | | | — | |
Total Assets | | $ | 84,345,865 | | | $ | 83,962,377 | | | $ | 383,488 | | | $ | — | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (2,092,942 | ) | | $ | (2,092,942 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (69,333 | ) | | | (69,333 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (613,777 | ) | | | — | | | | (613,777 | ) | | | — | |
Futures Contracts | | | (73,957 | ) | | | (73,957 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (308,235 | ) | | | (308,235 | ) | | | — | | | | — | |
Total Liabilities | | $ | (3,158,244 | ) | | $ | (2,544,467 | ) | | $ | (613,777 | ) | | $ | — | |
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.
25
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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.
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 investments in the Cayman Subsidiary and 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.
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 | | | $ | — | | | $ | — | | | $ | 383,488 | | | $ | — | | | $ | 383,488 | |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | | 2,873,293 | | | | 195,704 | | | | 45,612 | | | | 2,437,021 | | | | 5,551,630 | |
Total Value- Assets | | | | | | $ | 2,873,293 | | | $ | 195,704 | | | $ | 429,100 | | | $ | 2,437,021 | | | $ | 5,935,118 | |
Liability Derivatives |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | $ | — | | | $ | — | | | $ | (613,777 | ) | | $ | — | | | $ | (613,777 | ) |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | | (80,318 | ) | | | (308,235 | ) | | | (90,290 | ) | | | (2,092,942 | ) | | | (2,571,785 | ) |
Total Value- Liabilities | | $ | (80,318 | ) | | $ | (308,235 | ) | | $ | (704,067 | ) | | $ | (2,092,942 | ) | | $ | (3,185,562 | ) |
(a) | This amount represents the cumulative appreciation/(depreciation) of forwards and futures contracts as reported on the Consolidated Portfolio of Investments. |
26
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 | | | $ | 8,746,825 | | | $ | (1,167,660 | ) | | $ | (1,068,527 | ) | | $ | 3,874,129 | | | $ | 10,384,767 | |
Forward Contracts | | | Net realized gain/(loss) from Forward Foreign Currency Contracts | | | | — | | | | — | | | | (275,844 | ) | | | — | | | | (275,844 | ) |
Total Realized Gain/(Loss) | | $ | 8,746,825 | | | $ | (1,167,660 | ) | | $ | (1,344,371 | ) | | $ | 3,874,129 | | | $ | 10,108,923 | |
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 | | | $ | 389,599 | | | $ | (138,858 | ) | | $ | (273,000 | ) | | $ | 323,975 | | | $ | 301,716 | |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | (306,725 | ) | | | — | | | | (306,725 | ) |
Total Change in Unrealized Appreciation/(Depreciation) | | $ | 389,599 | | | $ | (138,858 | ) | | $ | (579,725 | ) | | $ | 323,975 | | | $ | (5,009 | ) |
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) |
$313,677,207 | $(104,723,316) | $(131,299,115) | $131,261,304 |
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.
27
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 | | $ | 383,488 | | | $ | (383,488 | ) | | $ | — | | | $ | — | | | | | | | $ | 613,777 | | | $ | (383,488 | ) | | $ | (230,289 | ) | | $ | — | |
| (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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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.
28
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
The Cayman Subsidiary is registered as an “exempted company” and the SPC as an “exempted segregated portfolio company” pursuant to the Companies Act (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 act 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” and the SPC is treated as 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.
29
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
Counterparty Risk — The derivative contracts entered into by the Fund, the Cayman Subsidiary or the SPC 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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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.
30
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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, the Cayman Subsidiary, Onshore Subsidiary and the 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 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 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.
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 |
$1,025,329 | $(254,268) | $771,061 |
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, 2022 | August 31, 2023 | August 31, 2024 | Total |
$106,779 | $195,654 | $254,268 | $556,701 |
31
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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.
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.
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Fund’s shares pursuant to a Distribution Agreement with RBB.
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
32
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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, 2021, 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) |
$95,554,734 | $1,972,679 | $(8,981,830) | $(7,009,151) |
(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, 2021, primarily attributable to disallowed book income from the Cayman Subsidiary were reclassified to the following accounts:
Distributable Earnings/(Loss) | Paid-In Capital |
$(4,568,602) | $4,568,602 |
As of August 31, 2021, 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 |
$6,725,687 | $2,364,476 | $(8,002,562) | $— | $— | $— |
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 Cayman Subsidiary for federal income tax purposes.
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2021 and August 31, 2020 were as follows:
| Ordinary Income | Long-Term Gains | Total |
2021 | $2,064,972 | $2,069,235 | $4,134,207 |
2020 | $2,675,202 | $335,999 | $3,011,201 |
33
Abbey Capital Multi Asset Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2021
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund. When fully implemented, Rule 18f-4 may require changes in how the Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to the Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s financial statements.
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.
34
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, 2021, 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 three years in the period then ended and the period from 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, 2021, 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 three years in the period then ended and for the period from 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, 2021, 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 29, 2021
35
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, 2021. The information and distribution reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2021. During the fiscal year ended August 31, 2021, 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 68.17%.
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2021. 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 2022.
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.
36
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 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 renewals of (1) the investment advisory agreement between Abbey Capital and the Company on behalf of the Fund (the “Investment Advisory Agreement”), (2) the advisory agreement between Abbey Capital and the Cayman Subsidiary (together with the Investment Advisory Agreement, the “Advisory Agreements”), and (3) the trading advisory agreements among Abbey Capital and Aspect Capital Limited, Crabel Capital Management, LLC, 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 12-13, 2021 (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, 2022. 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 and approval of theAdvisory 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.
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 Cayman Subsidiary, as applicable.
37
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, S&P 500 Total Return Index, for the year-to-date period, and underperformed its benchmark for the one-year, three-year, five-year, and ten-year periods, each ended March 31, 2021. 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, two-year and since-inception periods ended December 31, 2020.
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 3rd 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 December 31, 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 Advisory Agreements and Trading Advisory Agreements should be approved and continued for additional one-year period ending August 16, 2022.
38
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
39
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: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
Interested Director2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (investment advisory firm). | N/A | N/A |
40
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: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
41
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 has served 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.
42
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 |
43
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. |
44
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. |
45
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-AR21
ADARA SMALLER COMPANIES FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2021
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, 2021 (UNAUDITED)
Dear Shareholder,
The Adara Smaller Companies Fund (the “Fund”) generated a return of 58.41% in the fiscal year ended August 31, 2021, and outperformed its benchmark, the Russell 2000 Index, which returned 47.08% over the same period.
Over the past year, US equity markets rose sharply on the back of a strong economic recovery and a rebound in corporate profits that were hit hard by the Covid-19 pandemic. Small cap stocks, which tend to be more economically sensitive, particularly did well and outperformed their larger cap peers. Even within the small cap universe, microcap stocks as measured by the Russell Microcap Index outperformed the broader Russell 2000 Index by 13.57% during the Fund’s fiscal year. The Fund’s large exposure to microcap stocks as well as strong security selection by underlying sub-advisers contributed to its 2021 fiscal-year performance.
During the fiscal year, the Fund’s assets were allocated to five underlying sub-advisers: microcap managers Driehaus Capital Management LLC (“Driehaus”) and Pacific Ridge Capital Partners, LLC (“Pacific Ridge”); small-cap managers Pier Capital LLC (“Pier”), River Road Asset Management, LLC (“River Road”); and tax-loss harvesting manager Aperio Group, LLC (“Aperio”). The proportion of Fund assets allocated to each Fund sub-adviser at the end of the 2021 fiscal year was as follows: Driehaus 34%, Pacific Ridge 24%, Aperio 19%, River Road 12% and Pier 9%. Returns for the Fund’s underlying sub-advisers for the 2021 fiscal year were as follows: Driehaus +68.61%, Pacific Ridge +66.64%, Aperio +66.35%, Pier +47.51% and River Road +38.49%.
Altair Advisers LLC continues to believe that small and microcap stocks offer potential rewards that justify their higher risk. It is our view that this smaller 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 Altair Advisers LLC 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.
The Fund invests in small and micro companies, which involve additional risks such as limited liquidity and greater volatility than larger companies.
Must be preceded or accompanied by a prospectus.
3
ADARA SMALLER COMPANIES FUND
ANNUAL report
Performance Data
AUGUST 31, 2021 (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, 2021 |
| One Year | Three Years | Five Years | Since Inception | |
Adara Smaller Companies Fund | 58.41% | 15.84% | 19.30% | 15.62%* | |
Russell 2000® Index | 47.08% | 10.75% | 14.38% | 12.48%** | |
* | 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, 2020, are 0.90% 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.
4
ADARA SMALLER COMPANIES FUND
Fund Expense Example
AUGUST 31, 2021 (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, 2021 through August 31, 2021 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, 2021 | Ending Account Value August 31, 2021 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six Month Total Investment Return |
Class I Shares | | | | | |
Actual | $ 1,000.00 | $ 1,061.80 | $ 4.37 | 0.84% | 6.18% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.97 | 4.28 | 0.84% | 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 365 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
ADARA SMALLER COMPANIES FUND
Portfolio Holdings Summary Table
AUGUST 31, 2021 (UNAUDITED)
The following table presents a summary by security type of the portfolio holdings of the Fund:
Security Type/Sector Classification | | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Banks | | | 9.7 | % | | $ | 52,094,457 | |
Retail | | | 6.6 | | | | 35,290,367 | |
Biotechnology | | | 5.2 | | | | 27,760,100 | |
Semiconductors | | | 5.2 | | | | 27,733,108 | |
Software | | | 4.9 | | | | 26,283,777 | |
Commercial Services | | | 4.5 | | | | 24,311,409 | |
Healthcare-Products | | | 4.4 | | | | 23,390,074 | |
Computers | | | 3.9 | | | | 21,015,582 | |
Internet | | | 3.6 | | | | 19,205,792 | |
REITS | | | 3.1 | | | | 16,502,005 | |
Pharmaceuticals | | | 2.6 | | | | 14,027,448 | |
Insurance | | | 2.5 | | | | 13,362,904 | |
Telecommunications | | | 2.5 | | | | 13,229,893 | |
Machinery-Diversified | | | 2.4 | | | | 13,107,289 | |
Electronics | | | 2.3 | | | | 12,351,870 | |
Transportation | | | 2.2 | | | | 11,854,588 | |
Food | | | 2.1 | | | | 10,969,961 | |
Engineering & Construction | | | 1.9 | | | | 10,417,010 | |
Auto Parts & Equipment | | | 1.9 | | | | 10,372,846 | |
Savings & Loans | | | 1.3 | | | | 7,179,881 | |
Entertainment | | | 1.3 | | | | 7,015,966 | |
Home Builders | | | 1.2 | | | | 6,607,397 | |
Oil & Gas | | | 1.2 | | | | 6,251,000 | |
Distribution/Wholesale | | | 1.2 | | | | 6,213,556 | |
Diversified Financial Services | | | 1.2 | | | | 6,202,570 | |
Beverages | | | 1.2 | | | | 6,174,454 | |
Home Furnishings | | | 1.1 | | | | 6,057,753 | |
Healthcare-Services | | | 1.0 | | | | 5,599,017 | |
Oil & Gas Services | | | 1.0 | | | | 5,143,987 | |
Agriculture | | | 0.9 | | | | 4,732,352 | |
Aerospace/Defense | | | 0.9 | | | | 4,699,298 | |
Building Materials | | | 0.9 | | | | 4,693,876 | |
Cosmetics/Personal Care | | | 0.9 | | | | 4,612,109 | |
Environmental Control | | | 0.8 | | | | 4,483,979 | |
Miscellaneous Manufacturing | | | 0.8 | | | | 4,462,396 | |
Chemicals | | | 0.8 | | | | 4,210,291 | |
Leisure Time | | | 0.7 | | | | 3,691,492 | |
Metal Fabricate/Hardware | | | 0.6 | | | | 3,424,897 | |
Housewares | | | 0.6 | | | | 3,204,465 | |
Energy-Alternate Sources | | | 0.6 | | | | 2,943,607 | |
Machinery-Construction & Mining | | | 0.5 | | | | 2,893,733 | |
Hand/Machine Tools | | | 0.4 | | | $ | 2,353,770 | |
Gas | | | 0.4 | | | | 2,130,770 | |
Textiles | | | 0.4 | | | | 2,090,264 | |
Packaging & Containers | | | 0.4 | | | | 1,862,506 | |
Apparel | | | 0.3 | | | | 1,776,877 | |
Airlines | | | 0.3 | | | | 1,761,644 | |
Mining | | | 0.3 | | | | 1,491,785 | |
Lodging | | | 0.2 | | | | 1,254,166 | |
Office Administrative Services | | | 0.2 | | | | 991,566 | |
Holding Companies-Diversified | | | 0.2 | | | | 842,315 | |
Warehousing and Storage | | | 0.1 | | | | 706,006 | |
Electrical Components & Equipment | | | 0.1 | | | | 667,089 | |
Fitness | | | 0.1 | | | | 646,218 | |
Real Estate | | | 0.1 | | | | 537,645 | |
Iron/Steel | | | 0.1 | | | | 525,706 | |
Pharmaceutical and Medicine Manufacturing | | | 0.1 | | | | 426,564 | |
Household Products/Wares | | | 0.1 | | | | 343,621 | |
Water | | | 0.1 | | | | 338,238 | |
Forest Products & Paper | | | 0.1 | | | | 330,562 | |
Media | | | 0.1 | | | | 276,191 | |
Coal | | | 0.0 | | | | 213,847 | |
Electric | | | 0.0 | | | | 166,847 | |
Office/Business Equipment | | | 0.0 | | | | 146,561 | |
Auto Manufacturers | | | 0.0 | | | | 140,171 | |
Office Furnishings | | | 0.0 | | | | 132,817 | |
Medical Equipment and Supplies Manufacturing | | | 0.0 | | | | 115,201 | |
Offices of Real Estate Agents and Brokers | | | 0.0 | | | | 68,444 | |
Construction | | | 0.0 | | | | 53,787 | |
Radio and Television Broadcasting | | | 0.0 | | | | 52,906 | |
Other Telecommunications | | | 0.0 | | | | 51,166 | |
RIGHTS: | | | | | | | | |
Evercel Inc. CVR | | | 0.0 | | | | — | |
SHORT-TERM INVESTMENTS | | | 3.7 | | | | 19,758,506 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.0 | | | | 144,761 | |
NET ASSETS | | | 100.0 | % | | $ | 536,177,073 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
6
ADARA SMALLER COMPANIES FUND
Portfolio of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
COMMON STOCKS — 96.3% |
Aerospace/Defense — 0.9% |
AAR Corp.* | | | 11,755 | | | $ | 397,907 | |
Aerovironment, Inc.* | | | 1,433 | | | | 146,682 | |
Embraer SA, SP ADR* | | | 134,864 | | | | 2,419,460 | |
ESCO Technologies, Inc. | | | 1,920 | | | | 173,030 | |
Hexcel Corp.* | | | 6,057 | | | | 343,493 | |
John Bean Technologies Corp. | | | 2,493 | | | | 363,704 | |
Mercury Systems, Inc.* | | | 2,290 | | | | 115,370 | |
Moog, Inc., Class A | | | 1,762 | | | | 139,973 | |
National Presto Industries, Inc. | | | 728 | | | | 60,817 | |
Park Aerospace Corp. | | | 36,959 | | | | 538,862 | |
| | | | | | | 4,699,298 | |
Agriculture — 0.9% |
Alico, Inc. | | | 47,000 | | | | 1,754,510 | |
Darling Ingredients, Inc.* | | | 8,943 | | | | 666,254 | |
Fresh Del Monte Produce, Inc. | | | 3,240 | | | | 106,531 | |
Turning Point Brands, Inc. | | | 30,635 | | | | 1,524,398 | |
Universal Corp. | | | 4,790 | | | | 242,374 | |
Vector Group, Ltd. | | | 9,371 | | | | 140,752 | |
Vital Farms, Inc.* | | | 16,548 | | | | 297,533 | |
| | | | | | | 4,732,352 | |
Airlines — 0.3% |
Allegiant Travel Co.* | | | 418 | | | | 80,440 | |
Hawaiian Holdings, Inc.* | | | 3,782 | | | | 76,472 | |
SkyWest, Inc.* | | | 12,143 | | | | 566,471 | |
Sun Country Airlines Holdings, Inc.* | | | 32,055 | | | | 1,038,261 | |
| | | | | | | 1,761,644 | |
Apparel — 0.3% |
Capri Holdings, Ltd.* | | | 5,836 | | | | 329,792 | |
Crocs, Inc.* | | | 6,499 | | | | 928,187 | |
Fossil Group, Inc.* | | | 8,143 | | | | 109,116 | |
Kontoor Brands, Inc. | | | 4,168 | | | | 224,905 | |
Skechers U.S.A., Inc., Class A* | | | 3,666 | | | | 184,877 | |
| | | | | | | 1,776,877 | |
Auto Manufacturers — 0.0% |
Wabash National Corp. | | | 9,020 | | | | 140,171 | |
Auto Parts & Equipment — 1.9% |
Cooper-Standard Holdings, Inc.* | | | 55,648 | | | | 1,295,485 | |
Dorman Products, Inc.* | | | 1,452 | | | | 136,285 | |
Fox Factory Holding Corp.* | | | 14,628 | | | | 2,247,885 | |
Gentherm, Inc.* | | | 3,355 | | | | 287,926 | |
Meritor, Inc.* | | | 27,023 | | | | 640,986 | |
Methode Electronics, Inc. | | | 2,370 | | | | 110,371 | |
Modine Manufacturing Co.* | | | 57,238 | | | | 712,041 | |
Motorcar Parts of America, Inc.* | | | 1,353 | | | | 26,816 | |
Shyft Group Inc., (The) | | | 50,136 | | | | 2,206,485 | |
Titan International, Inc.* | | | 5,961 | | | | 49,536 | |
Unique Fabricating, Inc.* | | | 213,010 | | | | 575,127 | |
| | Number of Shares | | | Value | |
Auto Parts & Equipment — (Continued) |
XPEL, Inc.* | | | 27,427 | | | $ | 2,083,903 | |
| | | | | | | 10,372,846 | |
Banks — 9.7% |
Allegiance Bancshares, Inc. | | | 1,446 | | | | 53,748 | |
Ameris Bancorp | | | 2,245 | | | | 110,544 | |
Atlantic Capital Bancshares, Inc.* | | | 58,472 | | | | 1,416,777 | |
Bank of Marin Bancorp | | | 1,754 | | | | 63,495 | |
Banner Corp. | | | 1,733 | | | | 99,128 | |
Baycom Corp.* | | | 38,038 | | | | 658,438 | |
Cadence BanCorp | | | 43,952 | | | | 945,408 | |
Capital Bancorp, Inc. | | | 90,200 | | | | 2,139,544 | |
Central Pacific Financial Corp. | | | 3,784 | | | | 95,773 | |
City Holding Co. | | | 4,208 | | | | 327,803 | |
Civista Bancshares, Inc. | | | 56,490 | | | | 1,328,645 | |
Community Bank System, Inc. | | | 1,997 | | | | 147,778 | |
Community Trust Bancorp, Inc. | | | 1,481 | | | | 61,698 | |
Customers Bancorp, Inc.* | | | 13,377 | | | | 553,942 | |
CVB Financial Corp. | | | 8,715 | | | | 177,437 | |
Dime Community Bancshares, Inc. | | | 2,193 | | | | 72,369 | |
Eagle Bancorp, Inc. | | | 2,728 | | | | 157,406 | |
Esquire Financial Holdings, Inc.* | | | 106,315 | | | | 2,764,190 | |
Farmers National Bancorp | | | 96,880 | | | | 1,511,328 | |
First BanCorp | | | 46,257 | | | | 588,852 | |
First Bancshares, Inc., (The) | | | 23,990 | | | | 972,075 | |
First Business Financial Services, Inc. | | | 80,259 | | | | 2,274,540 | |
First Commonwealth Financial Corp. | | | 18,699 | | | | 252,810 | |
First Financial Bancorp | | | 24,487 | | | | 575,689 | |
First Financial Bankshares, Inc. | | | 13,162 | | | | 626,774 | |
First Hawaiian, Inc. | | | 13,502 | | | | 376,841 | |
First Midwest Bancorp, Inc. | | | 9,219 | | | | 172,672 | |
First Northwest Bancorp | | | 85,100 | | | | 1,603,284 | |
First of Long Island Corp. | | | 2,367 | | | | 50,180 | |
Five Star Bancorp | | | 16,510 | | | | 394,259 | |
Flagstar Bancorp, Inc. | | | 2,203 | | | | 108,960 | |
Glacier Bancorp, Inc. | | | 16,110 | | | | 858,019 | |
Great Western Bancorp, Inc. | | | 3,502 | | | | 108,422 | |
Heritage Financial Corp. | | | 5,563 | | | | 141,578 | |
HomeStreet, Inc. | | | 2,526 | | | | 103,187 | |
Hope Bancorp, Inc. | | | 28,103 | | | | 387,540 | |
Horizon Bancorp | | | 42,617 | | | | 760,713 | |
Independent Bank Corp. | | | 1,226 | | | | 94,034 | |
Independent Bank Group, Inc. | | | 581 | | | | 40,920 | |
LCNB Corp. | | | 88,825 | | | | 1,552,661 | |
Level One Bancorp, Inc. | | | 33,550 | | | | 900,482 | |
Live Oak Bancshares, Inc. | | | 31,459 | | | | 1,925,605 | |
Meta Financial Group, Inc. | | | 31,733 | | | | 1,560,946 | |
Metropolitan Bank Holding Corp.* | | | 38,346 | | | | 3,002,492 | |
The accompanying notes are an integral part of the financial statements.
7
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Banks — (Continued) |
NBT Bancorp, Inc. | | | 1,326 | | | $ | 47,550 | |
Northeast Bank | | | 91,070 | | | | 2,981,632 | |
OFG Bancorp | | | 8,517 | | | | 202,790 | |
Orrstown Financial Services, Inc. | | | 48,860 | | | | 1,165,800 | |
Parke Bancorp, Inc. | | | 98,541 | | | | 2,022,061 | |
Preferred Bank | | | 2,012 | | | | 128,547 | |
Premier Financial Bancorp, Inc. | | | 96,297 | | | | 1,734,309 | |
S&T Bancorp, Inc. | | | 9,347 | | | | 278,541 | |
Seacoast Banking Corp. of Florida | | | 25,052 | | | | 800,161 | |
Silvergate Capital Corp., Class A* | | | 14,484 | | | | 1,636,402 | |
Simmons First National Corp., Class A | | | 4,546 | | | | 132,061 | |
Southside Bancshares, Inc. | | | 4,513 | | | | 170,095 | |
SVB Financial Group* | | | 807 | | | | 451,516 | |
Tompkins Financial Corp. | | | 1,660 | | | | 132,119 | |
Triumph Bancorp, Inc.* | | | 24,250 | | | | 1,993,835 | |
TrustCo Bank Corp. NY* | | | 1,864 | | | | 59,816 | |
UMB Financial Corp. | | | 3,164 | | | | 289,759 | |
United Community Banks, Inc. | | | 12,730 | | | | 384,064 | |
Unity Bancorp, Inc. | | | 46,730 | | | | 1,067,781 | |
US Century Bank* | | | 92,690 | | | | 1,214,239 | |
Veritex Holdings, Inc. | | | 11,815 | | | | 424,513 | |
Walker & Dunlop, Inc. | | | 1,239 | | | | 137,591 | |
West Bancorporation, Inc. | | | 78,010 | | | | 2,386,326 | |
Westamerica Bancorp | | | 2,361 | | | | 133,963 | |
| | | | | | | 52,094,457 | |
Beverages — 1.2% |
Celsius Holdings, Inc.* | | | 51,088 | | | | 4,176,955 | |
Coca-Cola Consolidated, Inc. | | | 279 | | | | 113,319 | |
Duckhorn Portfolio Inc., (The)* | | | 48,512 | | | | 1,042,523 | |
MGP Ingredients, Inc. | | | 931 | | | | 60,794 | |
National Beverage Corp. | | | 1,098 | | | | 51,112 | |
Zevia PBC* | | | 52,804 | | | | 729,751 | |
| | | | | | | 6,174,454 | |
Biotechnology — 5.2% |
4D Molecular Therapeutics, Inc.* | | | 2,081 | | | | 63,575 | |
Agrify Corp.* | | | 44,819 | | | | 1,272,860 | |
Aligos Therapeutics, Inc.* | | | 3,134 | | | | 53,435 | |
Allogene Therapeutics, Inc.* | | | 22,326 | | | | 532,475 | |
Anavex Life Sciences Corp.* | | | 11,070 | | | | 215,754 | |
Apellis Pharmaceuticals, Inc.* | | | 9,787 | | | | 644,474 | |
Avid Bioservices, Inc.* | | | 105,386 | | | | 2,554,557 | |
BioAtla, Inc.* | | | 1,283 | | | | 52,718 | |
Biohaven Pharmaceutical Holding Co., Ltd.* | | | 4,406 | | | | 578,243 | |
Biomea Fusion, Inc.* | | | 30,886 | | | | 430,860 | |
Black Diamond Therapeutics, Inc.* | | | 5,153 | | | | 52,045 | |
C4 Therapeutics, Inc.* | | | 17,496 | | | | 702,115 | |
| | Number of Shares | | | Value | |
Biotechnology — (Continued) |
Cara Therapeutics, Inc.* | | | 3,748 | | | $ | 59,143 | |
Celldex Therapeutics, Inc.* | | | 39,105 | | | | 2,058,878 | |
ChromaDex Corp.* | | | 4,090 | | | | 34,888 | |
Crinetics Pharmaceuticals, Inc.* | | | 97,147 | | | | 2,289,755 | |
Cullinan Oncology, Inc.* | | | 1,814 | | | | 51,191 | |
Day One Biopharmaceuticals, Inc.* | | | 30,580 | | | | 851,041 | |
Dynavax Technologies Corp.* | | | 42,431 | | | | 825,707 | |
Emergent BioSolutions, Inc.* | | | 3,096 | | | | 195,296 | |
EyePoint Pharmaceuticals, Inc.* | | | 53,379 | | | | 583,966 | |
IVERIC bio, Inc.* | | | 54,379 | | | | 574,786 | |
Kinnate Biopharma, Inc.* | | | 2,468 | | | | 54,592 | |
Kymera Therapeutics, Inc.* | | | 16,487 | | | | 1,024,502 | |
Lexicon Pharmaceuticals, Inc.* | | | 13,143 | | | | 62,035 | |
Ligand Pharmaceuticals, Inc.* | | | 978 | | | | 129,389 | |
MaxCyte, Inc.* | | | 57,084 | | | | 876,810 | |
Mirati Therapeutics, Inc.* | | | 3,284 | | | | 557,393 | |
Myriad Genetics, Inc.* | | | 3,311 | | | | 118,468 | |
Nektar Therapeutics* | | | 5,506 | | | | 85,233 | |
NeoGenomics, Inc.* | | | 21,796 | | | | 1,059,722 | |
Nuvalent, Inc.* | | | 45,661 | | | | 1,663,430 | |
Olema Pharmaceuticals, Inc.* | | | 1,694 | | | | 50,684 | |
Precigen, Inc.* | | | 8,554 | | | | 51,752 | |
Relay Therapeutics, Inc.* | | | 73,104 | | | | 2,341,521 | |
Seer, Inc.* | | | 19,337 | | | | 773,093 | |
SpringWorks Therapeutics, Inc.* | | | 39,588 | | | | 2,973,059 | |
Tarsus Pharmaceuticals, Inc.* | | | 1,883 | | | | 49,900 | |
Xenon Pharmaceuticals, Inc.* | | | 68,598 | | | | 1,210,755 | |
| | | | | | | 27,760,100 | |
Building Materials — 0.9% |
AAON, Inc. | | | 2,783 | | | | 189,550 | |
American Woodmark Corp.* | | | 2,580 | | | | 181,787 | |
Apogee Enterprises, Inc. | | | 7,722 | | | | 331,892 | |
Armstrong World Industries, Inc. | | | 16,311 | | | | 1,695,202 | |
AZEK Co., Inc., (The)* | | | 12,361 | | | | 525,219 | |
Boise Cascade Co. | | | 3,571 | | | | 206,583 | |
Gibraltar Industries, Inc.* | | | 4,141 | | | | 309,167 | |
PGT Innovations, Inc.* | | | 6,101 | | | | 129,524 | |
Simpson Manufacturing Co., Inc. | | | 2,069 | | | | 234,107 | |
SPX Corp.* | | | 4,521 | | | | 282,472 | |
UFP Industries, Inc. | | | 8,103 | | | | 608,373 | |
| | | | | | | 4,693,876 | |
Chemicals — 0.8% |
AdvanSix, Inc.* | | | 3,917 | | | | 142,970 | |
Axalta Coating Systems, Ltd.* | | | 49,851 | | | | 1,522,449 | |
Balchem Corp. | | | 1,142 | | | | 160,360 | |
Chemours Co., (The) | | | 9,276 | | | | 310,839 | |
Codexis, Inc.* | | | 22,923 | | | | 619,379 | |
GCP Applied Technologies, Inc.* | | | 3,880 | | | | 92,499 | |
Innospec, Inc. | | | 1,121 | | | | 104,926 | |
Koppers Holdings, Inc.* | | | 7,974 | | | | 262,345 | |
The accompanying notes are an integral part of the financial statements.
8
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Chemicals — (Continued) |
Kraton Corp.* | | | 5,466 | | | $ | 230,228 | |
Rayonier Advanced Materials, Inc.* | | | 7,080 | | | | 49,985 | |
Rogers Corp.* | | | 1,868 | | | | 396,782 | |
Stepan Co. | | | 2,701 | | | | 317,529 | |
| | | | | | | 4,210,291 | |
Coal — 0.0% |
Warrior Met Coal, Inc. | | | 9,551 | | | | 213,847 | |
Commercial Services — 4.5% | | | | | | | | |
Acacia Research Corp.* | | | 317,600 | | | | 1,934,184 | |
American Public Education, Inc.* | | | 1,140 | | | | 29,982 | |
AMN Healthcare Services, Inc.* | | | 3,294 | | | | 373,935 | |
ARC Document Solutions, Inc. | | | 593,120 | | | | 1,678,530 | |
Arlo Technologies, Inc.* | | | 8,822 | | | | 54,696 | |
ASGN, Inc.* | | | 2,386 | | | | 267,685 | |
Barrett Business Services, Inc. | | | 47,128 | | | | 3,652,420 | |
BGSF, Inc. | | | 168,180 | | | | 2,209,885 | |
Brink’s Co., (The) | | | 4,054 | | | | 316,861 | |
CoreCivic, Inc.* | | | 124,117 | | | | 1,206,417 | |
CRA International, Inc. | | | 33,740 | | | | 3,137,483 | |
Cross Country Healthcare, Inc.* | | | 91,118 | | | | 1,981,816 | |
Deluxe Corp. | | | 1,530 | | | | 58,675 | |
Ennis, Inc. | | | 6,188 | | | | 120,109 | |
European Wax Center, Inc.* | | | 54,931 | | | | 1,337,570 | |
Forrester Research, Inc.* | | | 2,017 | | | | 95,908 | |
Green Dot Corp., Class A* | | | 4,948 | | | | 258,484 | |
HealthEquity, Inc.* | | | 5,827 | | | | 373,919 | |
Heidrick & Struggles International, Inc. | | | 2,031 | | | | 87,780 | |
Insperity, Inc. | | | 2,292 | | | | 252,899 | |
Kelly Services, Inc., Class A* | | | 2,985 | | | | 58,028 | |
MarketAxess Holdings, Inc. | | | 1,203 | | | | 572,532 | |
Medifast, Inc. | | | 1,970 | | | | 448,963 | |
Progyny, Inc.* | | | 11,380 | | | | 635,801 | |
Rent-A-Center, Inc. | | | 3,409 | | | | 215,040 | |
Resources Connection, Inc. | | | 5,457 | | | | 86,221 | |
SP Plus Corp.* | | | 37,095 | | | | 1,201,507 | |
Strategic Education, Inc. | | | 2,810 | | | | 219,967 | |
TechTarget, Inc.* | | | 6,352 | | | | 537,252 | |
Viad Corp.* | | | 20,997 | | | | 906,860 | |
| | | | | | | 24,311,409 | |
Computers — 3.9% |
3D Systems Corp.* | | | 9,382 | | | | 285,588 | |
CACI International, Inc., Class A* | | | 1,145 | | | | 294,883 | |
Computer Services, Inc. | | | 16,980 | | | | 984,840 | |
Diebold Nixdorf, Inc.* | | | 12,251 | | | | 133,291 | |
Digimarc Corp.* | | | 1,912 | | | | 55,907 | |
DXC Technology Co.* | | | 33,125 | | | | 1,216,350 | |
Endava PLC, SP ADR* | | | 21,784 | | | | 2,916,878 | |
ExlService Holdings, Inc.* | | | 1,497 | | | | 184,341 | |
Grid Dynamics Holdings, Inc.* | | | 138,671 | | | | 3,712,223 | |
| | Number of Shares | | | Value | |
Computers — (Continued) |
Insight Enterprises, Inc.* | | | 2,176 | | | $ | 223,889 | |
Kaltura, Inc.* | | | 64,384 | | | | 726,251 | |
MAXIMUS, Inc. | | | 6,753 | | | | 588,119 | |
NCR Corp.* | | | 52,106 | | | | 2,213,463 | |
Quantum Corp.* | | | 307,990 | | | | 1,921,858 | |
Rimini Street, Inc.* | | | 339,870 | | | | 3,245,758 | |
Science Applications International Corp. | | | 1,681 | | | | 141,591 | |
Telos Corp.* | | | 18,357 | | | | 605,781 | |
Tenable Holdings, Inc.* | | | 12,650 | | | | 561,280 | |
TTEC Holdings, Inc. | | | 3,501 | | | | 369,215 | |
WNS Holdings, Ltd., ADR* | | | 7,645 | | | | 634,076 | |
| | | | | | | 21,015,582 | |
Construction — 0.0% |
Tutor Perini Corp.* | | | 3,730 | | | | 53,787 | |
Cosmetics/Personal Care — 0.9% |
Beauty Health Co., (The)* | | | 105,948 | | | | 2,723,923 | |
Edgewell Personal Care Co. | | | 3,425 | | | | 144,877 | |
elf Beauty, Inc.* | | | 30,238 | | | | 935,866 | |
Inter Parfums, Inc. | | | 11,131 | | | | 807,443 | |
| | | | | | | 4,612,109 | |
Distribution/Wholesale — 1.2% |
Core-Mark Holding Co., Inc. | | | 2,213 | | | | 101,798 | |
G-III Apparel Group, Ltd.* | | | 19,012 | | | | 588,041 | |
Manitex International, Inc.* | | | 315,430 | | | | 2,513,977 | |
Pool Corp. | | | 2,106 | | | | 1,040,996 | |
Resideo Technologies, Inc.* | | | 7,214 | | | | 232,579 | |
SiteOne Landscape Supply, Inc.* | | | 2,193 | | | | 438,819 | |
Titan Machinery, Inc.* | | | 25,505 | | | | 732,504 | |
Univar Solutions, Inc.* | | | 22,085 | | | | 521,427 | |
WESCO International, Inc.* | | | 371 | | | | 43,415 | |
| | | | | | | 6,213,556 | |
Diversified Financial Services — 1.2% |
Cowen, Inc., Class A | | | 37,724 | | | | 1,359,573 | |
Encore Capital Group, Inc.* | | | 3,458 | | | | 170,168 | |
Enova International, Inc.* | | | 3,612 | | | | 119,124 | |
Evercore Partners, Inc., Class A | | | 3,582 | | | | 500,190 | |
Houlihan Lokey, Inc. | | | 8,407 | | | | 758,311 | |
Interactive Brokers Group, Inc., Class A | | | 3,063 | | | | 197,992 | |
Moelis & Co., Class A | | | 9,803 | | | | 607,296 | |
Silvercrest Asset Management Group, Inc., Class A | | | 112,586 | | | | 1,828,397 | |
Virtus Investment Partners, Inc. | | | 807 | | | | 252,349 | |
World Acceptance Corp.* | | | 2,155 | | | | 409,170 | |
| | | | | | | 6,202,570 | |
Electric — 0.0% |
Allete, Inc. | | | 534 | | | | 36,002 | |
Unitil Corp. | | | 2,638 | | | | 130,845 | |
| | | | | | | 166,847 | |
The accompanying notes are an integral part of the financial statements.
9
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Electrical Components & Equipment — 0.1% |
Encore Wire Corp. | | | 1,278 | | | $ | 108,643 | |
Insteel Industries, Inc. | | | 708 | | | | 26,196 | |
Littelfuse, Inc. | | | 1,079 | | | | 307,946 | |
nLight, Inc.* | | | 8,124 | | | | 224,304 | |
| | | | | | | 667,089 | |
Electronics — 2.3% |
Atkore International Group, Inc.* | | | 13,341 | | | | 1,237,645 | |
Benchmark Electronics, Inc. | | | 3,417 | | | | 92,361 | |
Brady Corp., Class A | | | 2,928 | | | | 156,150 | |
Camtek, Ltd. (Israel)* | | | 52,472 | | | | 2,168,668 | |
Coherent, Inc.* | | | 1,014 | | | | 256,207 | |
Comtech Telecommunications Corp. | | | 105,617 | | | | 2,695,346 | |
FARO Technologies, Inc.* | | | 2,255 | | | | 155,460 | |
II-VI, Inc.* | | | 3,812 | | | | 240,080 | |
Itron, Inc.* | | | 9,798 | | | | 823,130 | |
Ituran Location and Control, Ltd. | | | 27,351 | | | | 713,588 | |
Kimball Electronics, Inc.* | | | 45,920 | | | | 1,109,886 | |
nVent Electric PLC | | | 11,997 | | | | 412,217 | |
OSI Systems, Inc.* | | | 1,136 | | | | 112,396 | |
Plexus Corp.* | | | 2,641 | | | | 242,523 | |
Sanmina Corp.* | | | 6,648 | | | | 262,463 | |
SYNNEX Corp. | | | 830 | | | | 105,468 | |
TTM Technologies, Inc.* | | | 8,548 | | | | 119,672 | |
Vicor Corp.* | | | 11,742 | | | | 1,448,610 | |
| | | | | | | 12,351,870 | |
Energy-Alternate Sources — 0.6% |
Green Plains, Inc.* | | | 67,316 | | | | 2,362,792 | |
Renewable Energy Group, Inc.* | | | 4,229 | | | | 204,768 | |
REX American Resources Corp.* | | | 840 | | | | 71,198 | |
SolarEdge Technologies, Inc.* | | | 1,052 | | | | 304,849 | |
| | | | | | | 2,943,607 | |
Engineering & Construction — 1.9% |
Arcosa, Inc. | | | 619 | | | | 31,458 | |
Bowman Consulting Group, Ltd.* | | | 68,740 | | | | 916,304 | |
Comfort Systems USA, Inc. | | | 23,927 | | | | 1,817,973 | |
EMCOR Group, Inc. | | | 4,741 | | | | 576,032 | |
Exponent, Inc. | | | 8,776 | | | | 1,025,914 | |
Latham Group, Inc.* | | | 25,076 | | | | 550,920 | |
Mistras Group, Inc.* | | | 49,900 | | | | 529,439 | |
MYR Group, Inc.* | | | 5,139 | | | | 534,507 | |
NV5 Global, Inc.* | | | 11,663 | | | | 1,232,196 | |
Sterling Construction Co., Inc.* | | | 79,550 | | | | 1,834,423 | |
TopBuild Corp.* | | | 2,707 | | | | 592,265 | |
WillScot Mobile Mini Holdings Corp., Class A* | | | 26,202 | | | | 775,579 | |
| | | | | | | 10,417,010 | |
Entertainment — 1.3% |
Bally’s Corp.* | | | 29,109 | | | | 1,462,436 | |
Everi Holdings, Inc.* | | | 138,939 | | | | 3,160,862 | |
| | Number of Shares | | | Value | |
Entertainment — (Continued) |
Golden Entertainment, Inc.* | | | 14,316 | | | $ | 683,159 | |
Monarch Casino & Resort, Inc.* | | | 3,215 | | | | 203,735 | |
NEOGAMES SA* | | | 25,712 | | | | 1,059,592 | |
Scientific Games Corp.* | | | 6,167 | | | | 446,182 | |
| | | | | | | 7,015,966 | |
Environmental Control — 0.8% |
Energy Recovery, Inc.* | | | 14,085 | | | | 287,757 | |
Harsco Corp.* | | | 52,837 | | | | 963,747 | |
Montrose Environmental Group, Inc.* | | | 47,014 | | | | 2,350,700 | |
Tetra Tech, Inc. | | | 3,198 | | | | 460,000 | |
US Ecology, Inc.* | | | 11,765 | | | | 421,775 | |
| | | | | | | 4,483,979 | |
Fitness — 0.1% |
Xponential Fitness, Inc.* | | | 59,835 | | | | 646,218 | |
Food — 2.1% | | | | | | | | |
B&G Foods, Inc. | | | 10,026 | | | | 304,389 | |
BellRing Brands, Inc., Class A* | | | 42,047 | | | | 1,419,927 | |
Hostess Brands, Inc.* | | | 111,971 | | | | 1,787,057 | |
Ingles Markets, Inc., Class A | | | 15,713 | | | | 1,066,756 | |
J&J Snack Foods Corp. | | | 578 | | | | 94,653 | |
Landec Corp.* | | | 137,365 | | | | 1,487,663 | |
Sanderson Farms, Inc. | | | 1,371 | | | | 269,402 | |
SpartanNash Co. | | | 7,719 | | | | 165,959 | |
SunOpta, Inc.* | | | 137,803 | | | | 1,299,482 | |
United Natural Foods, Inc.* | | | 8,258 | | | | 303,895 | |
Weis Markets, Inc. | | | 1,995 | | | | 113,615 | |
Whole Earth Brands, Inc.* | | | 211,895 | | | | 2,657,163 | |
| | | | | | | 10,969,961 | |
Forest Products & Paper — 0.1% |
Clearwater Paper Corp., Class A* | | | 2,737 | | | | 88,925 | |
Schweitzer-Mauduit International, Inc. | | | 6,314 | | | | 241,637 | |
| | | | | | | 330,562 | |
Gas — 0.4% |
Chesapeake Utilities Corp. | | | 1,307 | | | | 170,825 | |
Northwest Natural Holding, Co. | | | 13,528 | | | | 696,016 | |
Southwest Gas Holdings, Inc. | | | 17,469 | | | | 1,228,245 | |
Spire, Inc. | | | 535 | | | | 35,684 | |
| | | | | | | 2,130,770 | |
Hand/Machine Tools — 0.4% |
Franklin Electric Co., Inc. | | | 1,896 | | | | 161,122 | |
Hurco Cos., Inc. | | | 50,160 | | | | 1,673,839 | |
MSA Safety, Inc. | | | 3,186 | | | | 518,809 | |
| | | | | | | 2,353,770 | |
Healthcare-Products — 4.4% |
ABIOMED, Inc.* | | | 1,453 | | | | 528,834 | |
Acutus Medical, Inc.* | | | 25,415 | | | | 325,058 | |
The accompanying notes are an integral part of the financial statements.
10
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Healthcare-Products — (Continued) |
Adaptive Biotechnologies Corp.* | | | 10,155 | | | $ | 368,830 | |
Alphatec Holdings, Inc.* | | | 143,891 | | | | 2,083,542 | |
Axonics Modulation Technologies, Inc.* | | | 26,669 | | | | 1,999,642 | |
BioLife Solutions, Inc.* | | | 11,633 | | | | 678,902 | |
Castle Biosciences, Inc.* | | | 25,449 | | | | 1,952,702 | |
Cerus Corp.* | | | 89,771 | | | | 579,023 | |
Cutera, Inc.* | | | 10,837 | | | | 539,032 | |
Glaukos Corp.* | | | 2,370 | | | | 141,323 | |
Haemonetics Corp.* | | | 8,994 | | | | 564,373 | |
ICU Medical, Inc.* | | | 578 | | | | 115,224 | |
Inari Medical, Inc.* | | | 4,918 | | | | 402,587 | |
Inogen, Inc.* | | | 810 | | | | 47,944 | |
Inspire Medical Systems, Inc.* | | | 5,364 | | | | 1,199,176 | |
Integra LifeSciences Holdings Corp.* | | | 3,088 | | | | 232,310 | |
Masimo Corp.* | | | 2,530 | | | | 686,996 | |
Meridian Bioscience, Inc.* | | | 2,767 | | | | 56,004 | |
Merit Medical Systems, Inc.* | | | 3,088 | | | | 221,626 | |
Natera, Inc.* | | | 24,691 | | | | 2,924,155 | |
Neogen Corp.* | | | 4,620 | | | | 202,264 | |
NuVasive, Inc.* | | | 789 | | | | 49,028 | |
Omnicell, Inc.* | | | 4,858 | | | | 754,302 | |
OraSure Technologies, Inc.* | | | 5,505 | | | | 60,280 | |
Patterson Cos, Inc. | | | 32,899 | | | | 1,008,025 | |
Repligen Corp.* | | | 4,451 | | | | 1,259,544 | |
SeaSpine Holdings Corp.* | | | 66,627 | | | | 1,118,001 | |
SI-BONE, Inc.* | | | 33,438 | | | | 816,221 | |
Surmodics, Inc.* | | | 1,097 | | | | 65,897 | |
Tandem Diabetes Care, Inc.* | | | 3,063 | | | | 343,577 | |
Treace Medical Concepts, Inc.* | | | 22,143 | | | | 559,111 | |
Varex Imaging Corp.* | | | 7,739 | | | | 225,747 | |
West Pharmaceutical Services, Inc. | | | 2,836 | | | | 1,280,794 | |
| | | | | | | 23,390,074 | |
Healthcare-Services — 1.0% |
Amedisys, Inc.* | | | 2,182 | | | | 400,288 | |
Chemed Corp. | | | 621 | | | | 296,031 | |
Community Health Systems, Inc.* | | | 11,880 | | | | 146,243 | |
eHealth, Inc.* | | | 1,438 | | | | 55,579 | |
Ensign Group, Inc., (The) | | | 2,070 | | | | 169,057 | |
Fulgent Genetics, Inc.* | | | 1,371 | | | | 125,090 | |
LHC Group, Inc.* | | | 6,000 | | | | 1,120,560 | |
MEDNAX, Inc.* | | | 24,589 | | | | 789,553 | |
ModivCare, Inc.* | | | 2,212 | | | | 436,339 | |
National HealthCare Corp. | | | 783 | | | | 57,824 | |
Pennant Group Inc., (The)* | | | 2,221 | | | | 67,896 | |
Personalis, Inc.* | | | 15,358 | | | | 325,282 | |
RadNet, Inc.* | | | 44,885 | | | | 1,409,838 | |
Tivity Health, Inc.* | | | 2,357 | | | | 54,800 | |
| | Number of Shares | | | Value | |
Healthcare-Services — (Continued) |
US Physical Therapy, Inc. | | | 1,232 | | | $ | 144,637 | |
| | | | | | | 5,599,017 | |
Holding Companies-Diversified — 0.2% |
CF Finance Acquisition Corp. II, Class A* | | | 82,905 | | | | 842,315 | |
Home Builders — 1.2% |
Century Communities, Inc. | | | 9,495 | | | | 665,600 | |
Installed Building Products, Inc. | | | 5,368 | | | | 666,598 | |
LCI Industries | | | 2,012 | | | | 285,020 | |
LGI Homes, Inc.* | | | 4,186 | | | | 671,141 | |
M/I Homes, Inc.* | | | 5,874 | | | | 378,227 | |
MDC Holdings, Inc. | | | 4,389 | | | | 229,325 | |
Skyline Corp.* | | | 53,369 | | | | 3,347,304 | |
Winnebago Industries, Inc. | | | 5,231 | | | | 364,182 | |
| | | | | | | 6,607,397 | |
Home Furnishings — 1.1% |
Ethan Allen Interiors, Inc. | | | 5,139 | | | | 123,439 | |
Hamilton Beach Brand-A | | | 83,370 | | | | 1,417,290 | |
iRobot Corp.* | | | 968 | | | | 78,524 | |
Lovesac Co., (The)* | | | 23,424 | | | | 1,324,862 | |
Sleep Number Corp.* | | | 2,991 | | | | 276,697 | |
Universal Electronics, Inc.* | | | 47,710 | | | | 2,410,309 | |
VOXX International Corp.* | | | 40,748 | | | | 426,632 | |
| | | | | | | 6,057,753 | |
Household Products/Wares — 0.1% |
Central Garden & Pet Co.* | | | 1,283 | | | | 59,082 | |
Quanex Building Products Corp. | | | 1,957 | | | | 46,107 | |
WD-40 Co. | | | 995 | | | | 238,432 | |
| | | | | | | 343,621 | |
Housewares — 0.6% |
Lifetime Brands, Inc. | | | 148,130 | | | | 2,718,185 | |
Tupperware Brands Corp.* | | | 20,372 | | | | 486,280 | |
| | | | | | | 3,204,465 | |
Insurance — 2.5% |
American Equity Investment Life Holding Co. | | | 54,876 | | | | 1,739,020 | |
Axis Capital Holdings Ltd. | | | 28,437 | | | | 1,455,121 | |
BRP Group, Inc., Class A* | | | 46,470 | | | | 1,749,596 | |
Employers Holdings, Inc. | | | 3,682 | | | | 151,588 | |
Genworth Financial, Inc., Class A* | | | 268,223 | | | | 1,005,836 | |
Goosehead Insurance, Inc., Class A | | | 8,608 | | | | 1,263,482 | |
HCI Group, Inc. | | | 2,480 | | | | 276,917 | |
Heritage Insurance Holdings, Inc. | | | 167,910 | | | | 1,175,370 | |
Horace Mann Educators Corp. | | | 1,864 | | | | 76,424 | |
Midwest Holding, Inc.* | | | 7,322 | | | | 274,502 | |
NMI Holdings, Inc., Class A* | | | 9,565 | | | | 215,882 | |
RLI Corp. | | | 1,478 | | | | 161,442 | |
The accompanying notes are an integral part of the financial statements.
11
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Insurance — (Continued) |
Safety Insurance Group, Inc. | | | 1,702 | | | $ | 138,390 | |
Selective Insurance Group, Inc. | | | 3,866 | | | | 323,082 | |
Stewart Information Services Corp. | | | 2,200 | | | | 138,490 | |
Trean Insurance Group, Inc.* | | | 55,865 | | | | 570,382 | |
United Fire Group, Inc. | | | 2,567 | | | | 66,639 | |
Universal Insurance Holdings, Inc. | | | 6,184 | | | | 88,060 | |
White Mountains Insurance Group, Ltd. | | | 2,224 | | | | 2,492,681 | |
| | | | | | | 13,362,904 | |
Internet — 3.6% |
Bandwidth, Inc., Class A* | | | 4,840 | | | | 498,036 | |
CarParts.com, Inc.* | | | 70,197 | | | | 1,212,302 | |
ChannelAdvisor Corp.* | | | 106,440 | | | | 2,726,993 | |
Couchbase, Inc.* | | | 50,921 | | | | 2,557,762 | |
DHI Group, Inc.* | | | 492,570 | | | | 2,221,491 | |
ePlus, Inc.* | | | 15,612 | | | | 1,689,531 | |
Eventbrite, Inc., Class A* | | | 32,303 | | | | 571,117 | |
fuboTV, Inc.* | | | 41,665 | | | | 1,214,535 | |
HealthStream, Inc.* | | | 2,032 | | | | 61,752 | |
Liquidity Services, Inc.* | | | 49,863 | | | | 1,216,657 | |
Magnite, Inc.* | | | 17,823 | | | | 517,223 | |
Open Lending Corp., Class A* | | | 25,260 | | | | 933,862 | |
Perion Network, Ltd.* | | | 88,325 | | | | 1,862,774 | |
Poshmark, Inc., Class A* | | | 13,931 | | | | 406,507 | |
RumbleON, Inc., Class B* | | | 24,539 | | | | 845,369 | |
Stamps.com, Inc.* | | | 659 | | | | 216,745 | |
Upwork, Inc.* | | | 10,135 | | | | 453,136 | |
| | | | | | | 19,205,792 | |
Iron/Steel — 0.1% |
Allegheny Technologies, Inc.* | | | 7,199 | | | | 128,574 | |
Carpenter Technology Corp. | | | 11,908 | | | | 397,132 | |
| | | | | | | 525,706 | |
Leisure Time — 0.7% |
Callaway Golf Co.* | | | 4,678 | | | | 131,264 | |
Lindblad Expeditions Holdings, Inc.* | | | 78,425 | | | | 1,153,632 | |
Vista Outdoor, Inc.* | | | 58,913 | | | | 2,406,596 | |
| | | | | | | 3,691,492 | |
Lodging — 0.2% |
Boyd Gaming Corp.* | | | 4,776 | | | | 293,103 | |
Full House Resorts, Inc.* | | | 112,012 | | | | 961,063 | |
| | | | | | | 1,254,166 | |
Machinery-Construction & Mining — 0.5% |
Argan, Inc. | | | 26,500 | | | | 1,226,950 | |
Terex Corp. | | | 32,650 | | | | 1,666,783 | |
| | | | | | | 2,893,733 | |
| | Number of Shares | | | Value | |
Machinery-Diversified — 2.4% |
Albany International Corp., Class A | | | 1,126 | | | $ | 88,200 | |
Applied Industrial Technologies, Inc. | | | 1,045 | | | | 92,806 | |
Chart Industries, Inc.* | | | 17,207 | | | | 3,241,455 | |
CIRCOR International, Inc.* | | | 6,879 | | | | 245,924 | |
Colfax Corp.* | | | 14,671 | | | | 706,702 | |
Curtiss-Wright Corp. | | | 2,004 | | | | 244,047 | |
GrafTech International, Ltd. | | | 111,417 | | | | 1,233,386 | |
Hydrofarm Holdings Group, Inc.* | | | 18,600 | | | | 940,416 | |
Kornit Digital, Ltd.* | | | 4,879 | | | | 636,075 | |
NN, Inc.* | | | 175,910 | | | | 956,950 | |
Ranpak Holdings Corp.* | | | 49,240 | | | | 1,511,668 | |
SPX FLOW, Inc. | | | 1,840 | | | | 148,175 | |
Tennant Co. | | | 2,414 | | | | 178,588 | |
Toro Co., (The) | | | 5,348 | | | | 587,959 | |
Twin Disc, Inc.* | | | 183,595 | | | | 2,294,938 | |
| | | | | | | 13,107,289 | |
Media — 0.1% |
EW Scripps Co., (The), Class A | | | 6,465 | | | | 119,861 | |
Gannett Co., Inc.* | | | 7,889 | | | | 50,095 | |
Scholastic Corp. | | | 3,196 | | | | 106,235 | |
| | | | | | | 276,191 | |
Medical Equipment and Supplies Manufacturing — 0.0% |
Orthofix Medical, Inc.* | | | 2,717 | | | | 115,201 | |
Metal Fabricate/Hardware — 0.6% |
AZZ, Inc. | | | 1,964 | | | | 105,172 | |
Mueller Industries, Inc. | | | 5,975 | | | | 266,545 | |
Northwest Pipe Co.* | | | 107,180 | | | | 2,778,106 | |
Proto Labs, Inc.* | | | 1,722 | | | | 127,703 | |
Standex International Corp. | | | 1,485 | | | | 147,371 | |
| | | | | | | 3,424,897 | |
Mining — 0.3% |
Arconic Corp.* | | | 1,693 | | | | 58,392 | |
Astec Industries, Inc. | | | 3,361 | | | | 205,492 | |
Century Aluminum Co.* | | | 18,637 | | | | 238,926 | |
Energy Fuels, Inc.* | | | 94,720 | | | | 512,435 | |
Kaiser Aluminum Corp. | | | 3,076 | | | | 388,376 | |
Livent Corp.* | | | 3,545 | | | | 88,164 | |
| | | | | | | 1,491,785 | |
Miscellaneous Manufacturing — 0.8% |
Axon Enterprise, Inc.* | | | 5,340 | | | | 971,186 | |
Byrna Technologies, Inc.* | | | 28,580 | | | | 836,822 | |
EnPro Industries, Inc. | | | 4,961 | | | | 424,215 | |
Fabrinet* | | | 8,969 | | | | 923,986 | |
Materion Corp. | | | 2,877 | | | | 210,107 | |
Myers Industries, Inc. | | | 2,441 | | | | 55,655 | |
Raven Industries, Inc.* | | | 3,538 | | | | 206,442 | |
Sturm Ruger & Co., Inc. | | | 2,066 | | | | 161,541 | |
The accompanying notes are an integral part of the financial statements.
12
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Miscellaneous Manufacturing — (Continued) |
Trinseo SA | | | 12,949 | | | $ | 672,442 | |
| | | | | | | 4,462,396 | |
Office Administrative Services — 0.2% |
PAE, Inc.* | | | 103,775 | | | | 694,255 | |
Performant Financial Corp.* | | | 68,822 | | | | 297,311 | |
| | | | | | | 991,566 | |
Office Furnishings — 0.0% |
Interface, Inc. | | | 5,954 | | | | 85,618 | |
Kimball International, Inc. | | | 3,785 | | | | 47,199 | |
| | | | | | | 132,817 | |
Office/Business Equipment — 0.0% |
Pitney Bowes, Inc. | | | 19,620 | | | | 146,561 | |
Offices of Real Estate Agents and Brokers — 0.0% |
RMR Group Inc/The | | | 1,477 | | | | 68,444 | |
Oil & Gas — 1.2% |
Bonanza Creek Energy, Inc. | | | 27,767 | | | | 1,079,581 | |
Evolution Petroleum Corp. | | | 57,213 | | | | 238,578 | |
Helmerich & Payne, Inc. | | | 4,567 | | | | 122,944 | |
HollyFrontier Corp. | | | 25,075 | | | | 810,675 | |
Matador Resources Co. | | | 32,293 | | | | 928,424 | |
Patterson-UTI Energy, Inc. | | | 112,890 | | | | 876,026 | |
PBF Energy, Inc., Class A* | | | 5,245 | | | | 54,548 | |
PDC Energy, Inc. | | | 21,646 | | | | 903,720 | |
Range Resources Corp.* | | | 29,237 | | | | 427,445 | |
Southwestern Energy Co.* | | | 112,602 | | | | 512,339 | |
Talos Energy, Inc.* | | | 23,929 | | | | 296,720 | |
| | | | | | | 6,251,000 | |
Oil & Gas Services — 1.0% |
Bristow Group, Inc.* | | | 2,104 | | | | 66,402 | |
Core Laboratories NV | | | 9,482 | | | | 261,324 | |
DMC Global, Inc.* | | | 40,374 | | | | 1,621,824 | |
Helix Energy Solutions Group, Inc.* | | | 41,891 | | | | 157,510 | |
Natural Gas Services Group, Inc.* | | | 181,610 | | | | 1,752,536 | |
NOW, Inc.* | | | 7,442 | | | | 57,154 | |
Oceaneering International, Inc.* | | | 48,849 | | | | 600,843 | |
Profire Energy, Inc.* | | | 559,280 | | | | 626,394 | |
| | | | | | | 5,143,987 | |
Other Telecommunications — 0.0% |
ON24, Inc.* | | | 2,263 | | | | 51,166 | |
Packaging & Containers — 0.4% |
Karat Packaging, Inc.* | | | 46,915 | | | | 1,101,095 | |
Matthews International Corp., Class A | | | 5,499 | | | | 203,628 | |
TriMas Corp.* | | | 17,371 | | | | 557,783 | |
| | | | | | | 1,862,506 | |
Pharmaceutical and Medicine Manufacturing — 0.1% |
Athira Pharma, Inc.* | | | 4,870 | | | | 51,573 | |
| | Number of Shares | | | Value | |
Pharmaceutical and Medicine Manufacturing — (Continued) |
Elevation Oncology, Inc.* | | | 22,782 | | | $ | 266,549 | |
ORIC Pharmaceuticals, Inc.* | | | 2,486 | | | | 54,916 | |
Provention Bio, Inc.* | | | 7,977 | | | | 53,526 | |
| | | | | | | 426,564 | |
Pharmaceuticals — 2.6% |
Alector, Inc.* | | | 10,400 | | | | 281,112 | |
Amphastar Pharmaceuticals, Inc.* | | | 6,771 | | | | 133,118 | |
Centessa Pharmaceuticals PLC, SP ADR* | | | 37,471 | | | | 826,235 | |
Covetrus, Inc.* | | | 3,767 | | | | 85,096 | |
Cytokinetics, Inc.* | | | 96,901 | | | | 3,194,826 | |
Eagle Pharmaceuticals, Inc.* | | | 1,650 | | | | 88,060 | |
Enanta Pharmaceuticals, Inc.* | | | 4,093 | | | | 234,120 | |
Fulcrum Therapeutics, Inc.* | | | 1,893 | | | | 56,222 | |
Harmony Biosciences Holdings, Inc.* | | | 1,502 | | | | 50,903 | |
Intellia Therapeutics, Inc.* | | | 12,337 | | | | 1,980,459 | |
MERUS NV* | | | 38,584 | | | | 1,006,271 | |
Morphic Holding, Inc.* | | | 16,001 | | | | 1,008,223 | |
Myovant Sciences, Ltd.* | | | 15,008 | | | | 365,295 | |
Owens & Minor, Inc. | | | 7,220 | | | | 269,162 | |
Phibro Animal Health Corp., Class A | | | 5,524 | | | | 134,178 | |
Premier, Inc., Class A | | | 59,941 | | | | 2,228,606 | |
Prestige Brands Holdings, Inc.* | | | 3,474 | | | | 199,373 | |
ProQR Therapeutics NV* | | | 126,755 | | | | 846,723 | |
Revance Therapeutics, Inc.* | | | 35,431 | | | | 948,842 | |
Seres Therapeutics, Inc.* | | | 7,977 | | | | 51,133 | |
USANA Health Sciences, Inc.* | | | 407 | | | | 39,491 | |
| | | | | | | 14,027,448 | |
Radio and Television Broadcasting — 0.0% |
Audacy, Inc.* | | | 14,903 | | | | 52,906 | |
Real Estate — 0.1% |
Newmark Group, Inc., Class A | | | 29,808 | | | | 405,985 | |
Realogy Holdings Corp.* | | | 7,502 | | | | 131,660 | |
| | | | | | | 537,645 | |
REITS — 3.1% |
Agree Realty Corp. | | | 1,641 | | | | 122,337 | |
Alexander & Baldwin, Inc. | | | 7,110 | | | | 148,457 | |
Alpine Income Property Trust, Inc. | | | 122,664 | | | | 2,310,990 | |
American Finance Trust, Inc. | | | 9,520 | | | | 82,062 | |
Apollo Commercial Real Estate Finance, Inc. | | | 44,054 | | | | 685,040 | |
ARMOUR Residential REIT, Inc. | | | 7,185 | | | | 78,029 | |
CareTrust REIT, Inc. | | | 3,664 | | | | 80,571 | |
CatchMark Timber Trust, Inc., Class A | | | 4,462 | | | | 51,492 | |
Centerspace | | | 1,467 | | | | 148,431 | |
The accompanying notes are an integral part of the financial statements.
13
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
REITS — (Continued) |
Chatham Lodging Trust* | | | 21,374 | | | $ | 256,488 | |
City Office REIT, Inc. | | | 3,905 | | | | 62,363 | |
Community Healthcare Trust, Inc. | | | 2,769 | | | | 134,324 | |
CoreSite Realty Corp. | | | 1,355 | | | | 201,041 | |
CTO Realty Growth, Inc. | | | 1,261 | | | | 70,730 | |
DiamondRock Hospitality Co.* | | | 13,130 | | | | 118,695 | |
Diversified Healthcare Trust | | | 21,189 | | | | 79,459 | |
Easterly Government Properties, Inc. | | | 4,780 | | | | 102,149 | |
EastGroup Properties, Inc. | | | 2,590 | | | | 466,873 | |
Franklin Street Properties Corp. | | | 14,185 | | | | 68,088 | |
Getty Realty Corp. | | | 5,173 | | | | 163,622 | |
Global Medical REIT, Inc. | | | 134,160 | | | | 2,068,747 | |
Great Ajax Corp. | | | 201,011 | | | | 2,840,285 | |
Healthcare Realty Trust, Inc. | | | 2,820 | | | | 84,685 | |
Industrial Logistics Properties Trust | | | 1,672 | | | | 45,863 | |
KKR Real Estate Finance Trust, Inc. | | | 9,611 | | | | 205,003 | |
Lexington Realty Trust | | | 12,112 | | | | 163,875 | |
LTC Properties, Inc. | | | 1,083 | | | | 37,374 | |
Mack-Cali Realty Corp.* | | | 4,857 | | | | 86,843 | |
Medical Properties Trust, Inc. | | | 5,867 | | | | 120,156 | |
New York Mortgage Trust, Inc. | | | 183,589 | | | | 811,463 | |
NexPoint Residential Trust, Inc. | | | 2,319 | | | | 150,248 | |
Office Properties Income Trust | | | 7,298 | | | | 193,616 | |
One Liberty Properties, Inc. | | | 1,957 | | | | 62,311 | |
PennyMac Mortgage Investment Trust | | | 24,404 | | | | 473,682 | |
PS Business Parks, Inc. | | | 1,242 | | | | 195,280 | |
Ready Capital Corp. | | | 6,588 | | | | 100,862 | |
Redwood Trust, Inc. | | | 77,920 | | | | 971,662 | |
Retail Opportunity Investments Corp. | | | 28,261 | | | | 510,959 | |
Retail Properties of America, Inc. | | | 11,959 | | | | 158,098 | |
Retail Value, Inc. | | | 2,361 | | | | 59,025 | |
Saul Centers, Inc. | | | 4,226 | | | | 194,734 | |
Seritage Growth Properties* | | | 3,270 | | | | 52,876 | |
SITE Centers Corp. | | | 6,795 | | | | 109,468 | |
Tanger Factory Outlet Centers, Inc. | | | 33,410 | | | | 558,615 | |
Uniti Group, Inc. | | | 14,802 | | | | 193,462 | |
Universal Health Realty Income Trust | | | 4,097 | | | | 242,665 | |
Urstadt Biddle Properties, Inc., Class A | | | 4,472 | | | | 85,326 | |
Washington Real Estate Investment Trust | | | 6,312 | | | | 158,684 | |
Whitestone REIT | | | 13,751 | | | | 134,897 | |
| | | | | | | 16,502,005 | |
| | Number of Shares | | | Value | |
Retail — 6.6% |
Abercrombie & Fitch Co., Class A* | | | 29,168 | | | $ | 1,043,048 | |
American Eagle Outfitters, Inc. | | | 15,103 | | | | 460,944 | |
Asbury Automotive Group, Inc.* | | | 2,463 | | | | 458,709 | |
Aspen Aerogels, Inc.* | | | 67,311 | | | | 2,944,856 | |
Bed Bath & Beyond, Inc.* | | | 7,502 | | | | 206,605 | |
Big Lots, Inc. | | | 7,174 | | | | 349,087 | |
BJ’s Restaurants, Inc.* | | | 7,047 | | | | 301,330 | |
BJ’s Wholesale Club Holdings, Inc.* | | | 41,770 | | | | 2,366,688 | |
Bloomin’ Brands, Inc.* | | | 20,453 | | | | 547,936 | |
Boot Barn Holdings, Inc.* | | | 45,949 | | | | 4,102,327 | |
Buckle, Inc., (The) | | | 2,951 | | | | 114,292 | |
Build-A-Bear Workshop, Inc.* | | | 133,470 | | | | 2,487,881 | |
Cannae Holdings, Inc.* | | | 69,782 | | | | 2,227,441 | |
Casey’s General Stores, Inc. | | | 1,888 | | | | 386,209 | |
Children’s Place, Inc., (The)* | | | 12,574 | | | | 1,091,926 | |
DineEquity, Inc.* | | | 1,134 | | | | 93,804 | |
El Pollo Loco Holdings, Inc.* | | | 9,027 | | | | 163,750 | |
FirstCash, Inc. | | | 2,930 | | | | 251,072 | |
Five Below, Inc.* | | | 3,696 | | | | 786,546 | |
Freshpet, Inc.* | | | 3,971 | | | | 508,844 | |
GMS, Inc.* | | | 16,779 | | | | 829,050 | |
Group 1 Automotive, Inc. | | | 2,270 | | | | 375,549 | |
GrowGeneration Corp.* | | | 48,911 | | | | 1,564,663 | |
Guess?, Inc. | | | 12,246 | | | | 296,231 | |
Haverty Furniture Cos., Inc. | | | 4,009 | | | | 142,841 | |
Hibbett Sports, Inc. | | | 1,413 | | | | 135,210 | |
Kura Sushi USA, Inc.* | | | 16,555 | | | | 841,160 | |
Lithia Motors, Inc., Class A | | | 382 | | | | 126,557 | |
MSC Industrial Direct Co., Inc., Class A | | | 4,693 | | | | 395,197 | |
Murphy USA, Inc. | | | 16,274 | | | | 2,527,027 | |
Ollie’s Bargain Outlet Holdings, Inc.* | | | 3,833 | | | | 277,432 | |
OptimizeRx Corp.* | | | 19,357 | | | | 1,281,046 | |
Papa John’s International, Inc. | | | 7,336 | | | | 935,560 | |
PriceSmart, Inc. | | | 1,079 | | | | 91,294 | |
RH* | | | 2,399 | | | | 1,680,907 | |
Shake Shack, Inc., Class A* | | | 5,214 | | | | 452,314 | |
Shoe Carnival, Inc. | | | 6,304 | | | | 241,317 | |
Signet Jewelers, Ltd. | | | 5,100 | | | | 403,920 | |
Texas Roadhouse, Inc. | | | 2,804 | | | | 266,380 | |
Wingstop, Inc. | | | 4,342 | | | | 746,520 | |
World Fuel Services Corp. | | | 19,749 | | | | 639,078 | |
Zumiez, Inc.* | | | 3,678 | | | | 147,819 | |
| | | | | | | 35,290,367 | |
Savings & Loans — 1.3% |
Axos Financial, Inc.* | | | 3,461 | | | | 167,789 | |
Banc of California, Inc. | | | 5,748 | | | | 103,292 | |
Berkshire Hills Bancorp, Inc. | | | 19,129 | | | | 490,276 | |
The accompanying notes are an integral part of the financial statements.
14
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Savings & Loans — (Continued) |
Brookline Bancorp, Inc. | | | 4,158 | | | $ | 62,245 | |
Eagle Bancorp Montana, Inc. | | | 73,010 | | | | 1,616,441 | |
FS Bancorp, Inc. | | | 66,364 | | | | 2,267,658 | |
Northfield Bancorp, Inc. | | | 4,651 | | | | 78,602 | |
Northwest Bancshares, Inc. | | | 5,826 | | | | 75,855 | |
Pacific Premier Bancorp, Inc. | | | 8,033 | | | | 320,999 | |
Provident Financial Services, Inc. | | | 10,750 | | | | 237,253 | |
Riverview Bancorp, Inc. | | | 239,710 | | | | 1,759,471 | |
| | | | | | | 7,179,881 | |
Semiconductors — 5.2% |
Advanced Energy Industries, Inc. | | | 2,466 | | | | 222,384 | |
Allegro MicroSystems, Inc.* | | | 20,090 | | | | 603,704 | |
Amtech Systems, Inc.* | | | 267,400 | | | | 2,764,916 | |
Axcelis Technologies, Inc.* | | | 49,529 | | | | 2,462,087 | |
AXT, Inc.* | | | 221,032 | | | | 2,057,808 | |
Brooks Automation, Inc. | | | 8,555 | | | | 726,833 | |
Cirrus Logic, Inc.* | | | 3,525 | | | | 294,937 | |
CMC Materials, Inc. | | | 1,581 | | | | 209,672 | |
FormFactor, Inc.* | | | 21,496 | | | | 835,764 | |
Impinj, Inc.* | | | 42,803 | | | | 2,494,987 | |
inTEST Corp.* | | | 151,430 | | | | 1,908,018 | |
Kulicke & Soffa Industries, Inc. | | | 6,419 | | | | 450,550 | |
Lattice Semiconductor Corp.* | | | 9,314 | | | | 578,586 | |
MKS Instruments, Inc. | | | 1,371 | | | | 201,784 | |
Monolithic Power Systems, Inc. | | | 1,952 | | | | 966,103 | |
Onto Innovation, Inc.* | | | 3,032 | | | | 224,762 | |
Photronics, Inc.* | | | 201,145 | | | | 3,031,255 | |
Power Integrations, Inc. | | | 12,816 | | | | 1,392,330 | |
Semtech Corp.* | | | 14,018 | | | | 980,139 | |
Silicon Laboratories, Inc.* | | | 4,059 | | | | 639,780 | |
SiTime Corp.* | | | 12,426 | | | | 2,644,750 | |
SMART Global Holdings, Inc.* | | | 19,825 | | | | 960,719 | |
Ultra Clean Holdings, Inc.* | | | 21,672 | | | | 1,002,113 | |
Veeco Instruments, Inc.* | | | 3,472 | | | | 79,127 | |
| | | | | | | 27,733,108 | |
Software — 4.9% |
8x8, Inc.* | | | 4,085 | | | | 98,653 | |
ACI Worldwide, Inc.* | | | 11,360 | | | | 366,133 | |
Alight, Inc.* | | | 112,003 | | | | 1,230,913 | |
Asure Software, Inc.* | | | 277,042 | | | | 2,507,230 | |
Avaya Holdings Corp.* | | | 85,834 | | | | 1,731,272 | |
Blackbaud, Inc.* | | | 799 | | | | 55,682 | |
Blackline, Inc.* | | | 5,225 | | | | 570,048 | |
Blend Labs, Inc.* | | | 14,513 | | | | 234,965 | |
BM Technologies, Inc.* | | | 90,295 | | | | 879,473 | |
Bottomline Technologies de, Inc.* | | | 2,442 | | | | 103,223 | |
Cardlytics, Inc.* | | | 6,117 | | | | 555,301 | |
CDK Global, Inc. | | | 31,345 | | | | 1,303,952 | |
| | Number of Shares | | | Value | |
Software — (Continued) |
Cogent Communications Holdings, Inc. | | | 1,297 | | | $ | 94,136 | |
Computer Programs & Systems, Inc.* | | | 28,349 | | | | 1,008,374 | |
Concentrix Corp.* | | | 830 | | | | 143,914 | |
CSG Systems International, Inc. | | | 2,981 | | | | 143,714 | |
Docebo, Inc.* | | | 33,484 | | | | 2,813,661 | |
DoubleVerify Holdings, Inc.* | | | 9,046 | | | | 328,641 | |
Ebix, Inc. | | | 5,151 | | | | 148,246 | |
Everbridge, Inc.* | | | 2,360 | | | | 370,449 | |
Jamf Holding Corp.* | | | 16,297 | | | | 572,840 | |
LivePerson, Inc.* | | | 18,478 | | | | 1,184,440 | |
ManTech International Corp., Class A | | | 2,301 | | | | 182,170 | |
MicroStrategy, Inc.* | | | 480 | | | | 333,264 | |
Motorsport Games, Inc., Class A* | | | 19,675 | | | | 211,900 | |
Pagerduty, Inc.* | | | 12,400 | | | | 530,720 | |
Phreesia, Inc.* | | | 26,620 | | | | 1,904,661 | |
Progress Software Corp. | | | 5,306 | | | | 247,047 | |
PROS Holdings, Inc.* | | | 13,290 | | | | 574,660 | |
Schrodinger, Inc.* | | | 4,277 | | | | 255,294 | |
Smith Micro Software, Inc.* | | | 509,750 | | | | 2,543,653 | |
Sophia Genetics SA* | | | 21,842 | | | | 431,816 | |
Sprout Social, Inc., Class A* | | | 3,643 | | | | 442,989 | |
Take-Two Interactive Software, Inc.* | | | 3,504 | | | | 564,915 | |
Workiva, Inc.* | | | 3,524 | | | | 494,311 | |
Yext, Inc.* | | | 40,816 | | | | 551,832 | |
Zovio, Inc.* | | | 220,653 | | | | 569,285 | |
| | | | | | | 26,283,777 | |
Telecommunications — 2.5% |
ATN International, Inc. | | | 1,606 | | | | 73,218 | |
Aviat Networks, Inc.* | | | 38,603 | | | | 1,368,090 | |
Calix, Inc.* | | | 68,336 | | | | 3,184,458 | |
Cambium Networks Corp.* | | | 42,480 | | | | 1,591,726 | |
Cincinnati Bell, Inc.* | | | 2,642 | | | | 40,925 | |
Clearfield, Inc.* | | | 31,647 | | | | 1,433,926 | |
Consolidated Communications Holdings, Inc.* | | | 10,868 | | | | 100,746 | |
IDT Corp., Class B | | | 3,111 | | | | 135,266 | |
Iridium Communications, Inc.* | | | 9,628 | | | | 428,542 | |
Liberty Latin America, Ltd., Class C* | | | 94,028 | | | | 1,353,063 | |
NetGear, Inc.* | | | 2,616 | | | | 93,470 | |
One Stop Systems, Inc.* | | | 153,928 | | | | 871,232 | |
Plantronics, Inc.* | | | 3,217 | | | | 95,802 | |
Sierra Wireless, Inc.* | | | 76,164 | | | | 1,246,043 | |
Viavi Solutions, Inc.* | | | 23,640 | | | | 385,096 | |
Vonage Holdings Corp.* | | | 58,744 | | | | 828,290 | |
| | | | | | | 13,229,893 | |
The accompanying notes are an integral part of the financial statements.
15
ADARA SMALLER COMPANIES FUND
Portfolio of Investments (CONCLUDED)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Textiles — 0.4% |
UniFirst Corp. | | | 9,125 | | | $ | 2,090,264 | |
Transportation — 2.2% |
Air Transport Services Group, Inc.* | | | 120,911 | | | | 3,311,752 | |
ArcBest Corp. | | | 7,779 | | | | 519,093 | |
CryoPort, Inc.* | | | 39,368 | | | | 2,502,624 | |
Echo Global Logistics, Inc.* | | | 6,531 | | | | 214,739 | |
International Seaways, Inc. | | | 76,483 | | | | 1,315,508 | |
Knight-Swift Transportation Holdings, Inc., Class A | | | 1,873 | | | | 97,265 | |
Marten Transport, Ltd. | | | 41,167 | | | | 641,793 | |
PAM Transportation Services, Inc.* | | | 55,098 | | | | 1,926,777 | |
Saia, Inc.* | | | 5,518 | | | | 1,325,037 | |
| | | | | | | 11,854,588 | |
Warehousing and Storage — 0.1% |
Imago Biosciences, Inc.* | | | 26,875 | | | | 706,006 | |
Water — 0.1% |
American States Water Co. | | | 1,758 | | | | 162,105 | |
California Water Service Group | | | 1,969 | | | | 125,130 | |
York Water Co., (The) | | | 989 | | | | 51,003 | |
| | | | | | | 338,238 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $323,376,667) | | | | | | | 516,273,806 | |
| | Number of Shares | | | Value | |
RIGHTS 0.0% | | | | | | | | |
Evercel Inc. CVR(b)* | | | 350,100 | | | $ | — | |
TOTAL RIGHTS | | | | | | | | |
(Cost $–) | | | | | | | — | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 3.7% |
U.S. Bank Money Market Deposit Account, 0.01%(a) | | | 19,758,506 | | | | 19,758,506 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $19,758,506) | | | | | | | 19,758,506 | |
TOTAL INVESTMENTS — 100.0% | | | | |
(Cost $343,135,173) | | | | | | | 536,032,312 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.0% | | | | | | | 144,761 | |
NET ASSETS — 100.0% | | | | | | $ | 536,177,073 | |
* Non-income producing security.
(a) | The rate shown is as of August 31, 2021. |
(b) | Security has been valued at fair market value as determined in good faith by or under the direction of The RBB Fund, Inc.’s Board of Directors as of August 31, 2021, these securities amounted to $0 or 0.0% of net assets. |
ADR | American Depositary Receipt |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
The accompanying notes are an integral part of the financial statements.
16
ADARA SMALLER COMPANIES FUND
STATEMENT of Assets and Liabilities
AUGUST 31, 2021
ASSETS | | | | |
Investments, at value (cost $323,376,667) | | $ | 516,273,806 | |
Short-term investments, at value (cost $19,758,506) | | | 19,758,506 | |
Receivables for: | | | | |
Investments sold | | | 537,297 | |
Dividends | | | 180,104 | |
Capital shares sold | | | 12,903 | |
Prepaid expenses and other assets | | | 42,797 | |
Total assets | | | 536,805,413 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Investments purchased | | | 278,547 | |
Sub-advisory fees | | | 299,535 | |
Other accrued expenses and liabilities | | | 50,258 | |
Total liabilities | | | 628,340 | |
Net assets | | $ | 536,177,073 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 24,971 | |
Paid-in capital | | | 253,939,793 | |
Total distributable earnings/(loss) | | | 282,212,309 | |
Net assets | | $ | 536,177,073 | |
| | | | |
CAPITAL SHARES: | | | | |
Net Assets | | $ | 536,177,073 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 24,971,297 | |
Net asset value, offering and redemption price per share | | $ | 21.47 | |
The accompanying notes are an integral part of the financial statements.
17
ADARA SMALLER COMPANIES FUND
Statement of Operations
FOR THE YEAR ENDED AUGUST 31, 2021
INVESTMENT INCOME | | | | |
Dividends (net of foreign taxes withheld of $6,593) | | $ | 3,177,127 | |
Total investment income | | | 3,177,127 | |
| | | | |
EXPENSES | | | | |
Sub-advisory fees (Note 2) | | | 3,485,773 | |
Administration and accounting services fees (Note 2) | | | 186,549 | |
Legal fees | | | 58,758 | |
Director fees | | | 54,230 | |
Transfer agent fees (Note 2) | | | 51,105 | |
Custodian fees (Note 2) | | | 47,602 | |
Audit and tax service fees | | | 37,736 | |
Officer fees | | | 36,558 | |
Registration and filing fees | | | 26,297 | |
Printing and shareholder reporting fees | | | 5,649 | |
Other expenses | | | 55,120 | |
Total expenses | | | 4,045,377 | |
Net investment income/(loss) | | | (868,250 | ) |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments | | | 103,633,563 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 105,939,183 | |
Net realized and unrealized gain/(loss) on investments | | | 209,572,746 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 208,704,496 | |
The accompanying notes are an integral part of the financial statements.
18
ADARA SMALLER COMPANIES FUND
Statements of Changes in Net Assets
| | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | (868,250 | ) | | $ | (229,541 | ) |
Net realized gain/(loss) from investments | | | 103,633,563 | | | | 6,307,080 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 105,939,183 | | | | 28,965,105 | |
Net increase/(decrease) in net assets resulting from operations | | | 208,704,496 | | | | 35,042,644 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (5,747,679 | ) | | | (11,162,154 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (5,747,679 | ) | | | (11,162,154 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 22,544,942 | | | | 63,211,072 | |
Reinvestment of distributions | | | 5,252,862 | | | | 9,841,826 | |
Shares redeemed | | | (56,019,750 | ) | | | (27,350,514 | ) |
Net increase/(decrease) in net assets resulting from capital share transactions | | | (28,221,946 | ) | | | 45,702,384 | |
Total increase/(decrease) in net assets | | | 174,734,871 | | | | 69,582,874 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 361,442,202 | | | | 291,859,328 | |
End of period | | $ | 536,177,073 | | | $ | 361,442,202 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 1,248,118 | | | | 5,655,888 | |
Shares reinvested | | | 311,927 | | | | 755,321 | |
Shares redeemed | | | (2,921,970 | ) | | | (2,715,130 | ) |
Net increase/(decrease) in shares | | | (1,361,925 | ) | | | 3,696,079 | |
The accompanying notes are an integral part of the financial statements.
19
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 13.73 | | | $ | 12.89 | | | $ | 16.76 | | | $ | 12.94 | | | $ | 11.20 | |
Net investment income/(loss)(1) | | | (0.03 | ) | | | (0.01 | ) | | | (0.01 | ) | | | (0.01 | ) | | | (0.02 | ) |
Net realized and unrealized gain/(loss) from investments | | | 7.99 | | | | 1.33 | | | | (1.99 | ) | | | 4.36 | | | | 1.76 | |
Net increase/(decrease) in net assets resulting from operations | | | 7.96 | | | | 1.32 | | | | (2.00 | ) | | | 4.35 | | | | 1.74 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized capital gains | | | (0.22 | ) | | | (0.48 | ) | | | (1.87 | ) | | | (0.53 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.22 | ) | | | (0.48 | ) | | | (1.87 | ) | | | (0.53 | ) | | | — | |
Net asset value, end of period | | $ | 21.47 | | | $ | 13.73 | | | $ | 12.89 | | | $ | 16.76 | | | $ | 12.94 | |
Total investment return/(loss)(2) | | | 58.41 | % | | | 10.47 | % | | | (11.16 | )% | | | 34.54 | % | | | 15.54 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 536,177 | | | $ | 361,442 | | | $ | 291,859 | | | $ | 349,352 | | | $ | 262,480 | |
Ratio of expenses to average net assets | | | 0.84 | % | | | 0.90 | % | | | 0.93 | % | | | 0.90 | % | | | 0.92 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.18 | )% | | | (0.08 | )% | | | (0.08 | )% | | | (0.07 | )% | | | (0.15 | )% |
Portfolio turnover rate | | | 75 | % | | | 101 | % | | | 80 | % | | | 86 | % | | | 88 | % |
(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. |
The accompanying notes are an integral part of the financial statements.
20
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2021
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-nine 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Financial Statements is for the fiscal period end August 31, 2021 (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 Exchange-Traded Funds (“ETFs”) are valued at their last reported sale price. 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 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 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.
21
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2021
The following is a summary of the inputs used, as of August 31, 2021, in valuing the Fund’s investments carried at fair value:
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Common Stocks | | $ | 516,273,806 | | | $ | 516,273,806 | | | $ | — | | | $ | — | |
Rights | | | — | | | | — | | | | — | ** | | | — | |
Short-Term Investments | | | 19,758,506 | | | | 19,758,506 | | | | — | | | | — | |
Total Investments* | | $ | 536,032,312 | | | $ | 536,032,312 | | | $ | — | | | $ | — | |
* | Please refer to Portfolio of Investments for further details. |
** | Value equals zero as of the end of the reporting period. |
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.
For the period ended August 31, 2021, 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
22
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2021
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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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.
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 $3,485,773, or the rate of 0.75%.
23
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2021
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 $29,402.
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.
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Fund’s shares pursuant to a Distribution Agreement with RBB.
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 |
$338,915,292 | $362,246,909 |
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.
24
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
AUGUST 31, 2021
As of August 31, 2021, 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) |
$346,338,863 | $204,362,592 | $(14,669,143) | $189,693,449 |
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.
As of August 31, 2021, 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 |
$40,401,280 | $52,117,580 | $— | $189,693,449 | $— |
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 year ended August 31, 2021 were as follows:
| | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | |
2021 | | $ | — | | | $ | 5,747,679 | | | $ | 5,747,679 | |
2020 | | $ | — | | | $ | 11,162,154 | | | $ | 11,162,154 | |
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, 2021, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2021.
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. The Adara Smaller Companies Fund had utilized $3,593,637. As of August 31, 2021, the Fund had no unexpiring short-term or long-term losses.
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be
25
ADARA SMALLER COMPANIES FUND
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
AUGUST 31, 2021
required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund. When fully implemented, Rule 18f-4 may require changes in how the Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s financial statements.
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 subsequent events.
26
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 (one of the funds constituting The RBB Fund, Inc., hereafter referred to as the “Fund”) as of August 31, 2021, the related statement of operations for the year ended August 31, 2021, the statement of changes in net assets for each of the two years in the period ended August 31, 2021, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2021 (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, 2021, 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, 2021 and the financial highlights for each of the five years in the period ended August 31, 2021 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, 2021 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, 2021
We have served as the auditor of one or more Altair Advisers, LLC investment companies since 2015.
27
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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2021. During the fiscal year ended August 31, 2021, the following dividends and distributions were paid by the Fund:
Ordinary Income | Long-Term Gains |
$— | $5,747,679 |
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, 2021 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 2021. 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 2022.
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.
28
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 and Sub-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 (1) the renewal of the investment advisory agreement between Altair Advisers LLC (“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 12-13, 2021 (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 between the Company and Altair with respect to the Adara Smaller Companies Fund (for this section only, the “Fund”), and the Sub-Advisory Agreements between Altair and each Sub-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 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.
29
ADARA SMALLER COMPANIES FUND
Other Information (Unaudited) (COncluded)
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, 2021. The Directors also considered the Fund’s 1st quintile ranking within its Lipper Performance Group for the one-, two-, three-, four-, and five-year periods ended December 31, 2020.
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 2nd 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 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 Agreement.
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, 2022.
30
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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
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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73
| Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
32
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: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60
| Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
33
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 |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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
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 has served 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
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 |
36
ADARA SMALLER COMPANIES FUND
PRIVACY NOTICE (Unaudited) (Concluded)
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. |
37
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
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-AR21
AQUARIUS INTERNATIONAL FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2021
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, 2021 (UNAUDITED)
Dear Shareholder,
The Aquarius International Fund (the “Fund”) generated a return of 21.46% during the fiscal year ended August 31, 2021, which compares to a return of 25.37% for the Fund’s benchmark, the MSCI ACWI ex USA Index, during the same period.
International equities generated strong returns over the past year, benefiting from an improving global public health situation as well as unprecedented monetary and fiscal support. The Fund, despite delivering an annual return in excess of 20%, was unable to keep up fully with the market rally. A major detractor to relative performance was the Fund’s underweight to lower quality cyclical stocks within the energy, materials and financials sectors, which rebounded sharply beginning in Q4 2020 and early 2021, causing Fund returns to trail the benchmark.
During the fiscal year, the Fund’s assets were allocated to four underlying sub-advisers: international developed markets 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”). The proportion of Fund assets allocated to each Fund sub-adviser at the end of the 2021 fiscal year was as follows: Mawer 31%, Setanta 31%, Driehaus 18% and Aperio 17%. During the 2021 fiscal year, returns for the Fund’s underlying sub-advisers were as follows: Aperio +27.02%, Mawer +21.96%, Driehaus +21.63% and Setanta +21.44%.
While international equities have delivered smaller returns than their U.S. peers in recent years, Altair Advisers LLC continues to believe they play an important role in a diversified portfolio. By investing directly in overseas companies, we believe that the potential exists for investors to obtain exposure to economies with higher growth rates than the U.S. economy and/or companies trading at more attractive valuations than similar companies in the U.S. It is our view that international equities also can help investors mitigate certain risks associated with investing only in U.S. companies and the U.S. dollar. International equities represent approximately 44% of the global stock market and historically have alternated with U.S. equities in cycles of outperformance.
Sincerely,
Altair Advisers LLC
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 U.S.) and 26 Emerging Markets (EM) countries*. With 2,341 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, Kuwait, 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.
The Fund invests in foreign securities which involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets.
Must be preceded or accompanied by a prospectus.
1
AQUARIUS INTERNATIONAL FUND
Annual Report
Performance Data
August 31, 2021 (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, 2021 | |
| One Year | Three Year | Since Inception | |
Aquarius International Fund | 21.46% | 8.92% | 6.63%* | |
MSCI AC WORLD INDEX ex USA Gross Index | 25.37% | 9.86% | 7.50%** | |
* | 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, 2020, are 0.75% 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 27 Emerging Markets (EM) countries. With 2,357 constituents, the index covers approximately 85% of the global equity opportunity set outside the US. 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 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, 2021 (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, 2021 through August 31, 2021 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, 2021 | Ending Account Value August 31, 2021 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six Month Total Investment Return |
Actual | $ 1,000.00 | $ 1,068.70 | $ 35.82 | 0.75% | 6.87% |
Hypothetical (5% return before expenses) | 1,000.00 | 972.87 | 34.16 | 0.75 | 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 365 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, 2021 (UNAUDITED)
The following table presents a summary by security type of the portfolio holdings of the Fund:
Security Type/Sector Classification | | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Banks | | | 8.0 | % | | $ | 30,608,690 | |
Semiconductors | | | 7.8 | | | | 29,709,345 | |
Pharmaceuticals | | | 7.3 | | | | 27,854,144 | |
Insurance | | | 5.2 | | | | 19,894,077 | |
Internet | | | 5.1 | | | | 19,585,445 | |
Commercial Services | | | 4.0 | | | | 15,201,266 | |
Oil & Gas | | | 3.1 | | | | 12,017,418 | |
Beverages | | | 3.1 | | | | 11,838,145 | |
Investment Companies | | | 2.9 | | | | 11,046,472 | |
Healthcare-Products | | | 2.7 | | | | 10,396,264 | |
Telecommunications | | | 2.6 | | | | 10,040,119 | |
Retail | | | 2.4 | | | | 9,156,815 | |
Diversified Financial Services | | | 2.4 | | | | 9,115,162 | |
Media | | | 2.2 | | | | 8,435,579 | |
Software | | | 2.2 | | | | 8,363,905 | |
Apparel | | | 2.1 | | | | 8,116,514 | |
Chemicals | | | 2.1 | | | | 8,027,691 | |
Building Materials | | | 1.9 | | | | 7,165,510 | |
Cosmetics/Personal Care | | | 1.8 | | | | 7,056,855 | |
Machinery-Diversified | | | 1.8 | | | | 6,914,970 | |
Computers | | | 1.7 | | | | 6,514,811 | |
Electronics | | | 1.6 | | | | 6,158,515 | |
Mining | | | 1.5 | | | | 5,789,736 | |
Distribution/Wholesale | | | 1.4 | | | | 5,539,717 | |
Food | | | 1.2 | | | | 4,499,552 | |
Airlines | | | 1.1 | | | | 4,096,477 | |
Miscellaneous Manufacturing | | | 1.1 | | | | 4,040,709 | |
Electrical Components & Equipment | | | 1.0 | | | | 3,892,412 | |
Water | | | 1.0 | | | | 3,671,896 | |
Auto Manufacturers | | | 0.9 | | | | 3,576,688 | |
Private Equity | | | 0.7 | | | | 2,703,476 | |
Hand/Machine Tools | | | 0.6 | | | | 2,466,260 | |
Healthcare-Services | | | 0.6 | | | | 2,204,283 | |
Life Sciences Tools & Services | | | 0.6 | | | | 2,110,060 | |
Real Estate | | | 0.5 | | | | 2,071,127 | |
Lodging | | | 0.5 | | | | 1,980,654 | |
Electric | | | 0.4 | | | | 1,721,418 | |
Home Builders | | | 0.4 | | | | 1,648,901 | |
Machinery-Construction & Mining | | | 0.4 | | | | 1,584,512 | |
Food Service | | | 0.4 | % | | $ | 1,494,962 | |
Biotechnology | | | 0.4 | | | | 1,460,177 | |
Transportation | | | 0.4 | | | | 1,446,900 | |
Iron/Steel | | | 0.3 | | | | 1,217,333 | |
Auto Parts & Equipment | | | 0.3 | | | | 1,033,327 | |
Gas | | | 0.2 | | | | 892,063 | |
Agriculture | | | 0.2 | | | | 854,932 | |
REITS | | | 0.2 | | | | 786,005 | |
Environmental Control | | | 0.2 | | | | 652,806 | |
Home Furnishings | | | 0.2 | | | | 609,322 | |
Energy-Alternate Sources | | | 0.2 | | | | 606,815 | |
Packaging & Containers | | | 0.1 | | | | 572,593 | |
Engineering & Construction | | | 0.1 | | | | 459,422 | |
Entertainment | | | 0.1 | | | | 452,432 | |
Household Products/Wares | | | 0.1 | | | | 382,600 | |
Leisure Time | | | 0.1 | | | | 372,259 | |
Aerospace/Defense | | | 0.1 | | | | 359,951 | |
Pipelines | | | 0.1 | | | | 280,575 | |
Advertising | | | 0.1 | | | | 258,498 | |
Toys/Games/Hobbies | | | 0.1 | | | | 220,787 | |
Office/Business Equipment | | | 0.0 | | | | 154,760 | |
Holding Companies-Diversification | | | 0.0 | | | | 127,130 | |
Forest Products & Paper | | | 0.0 | | | | 106,991 | |
Coal | | | 0.0 | | | | 66,339 | |
EXCHANGE TRADED FUNDS: | | | | | | | | |
Diversified Financial Services | | | 0.2 | | | | 817,779 | |
PREFERRED STOCKS: | | | | | | | | |
Cosmetics/Personal Care | | | 0.2 | | | | 940,922 | |
Chemicals | | | 0.2 | | | | 592,253 | |
Iron/Steel | | | 0.1 | | | | 391,904 | |
Banks | | | 0.1 | | | | 228,456 | |
Auto Manufacturers | | | 0.0 | | | | 86,094 | |
Electronics | | | 0.0 | | | | 57,975 | |
SHORT-TERM INVESTMENTS | | | 7.7 | | | | 29,287,752 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.3 | ) | | | (1,263,971 | ) |
NET ASSETS | | | 100.0 | % | | $ | 382,823,733 | |
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, 2021 (UNAUDITED)
The following table presents a summary by country of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Australia | | | 0.7 | % | | $ | 2,842,602 | |
Austria | | | 0.1 | | | | 348,288 | |
Belgium | | | 2.4 | | | | 9,155,226 | |
Bermuda | | | 1.3 | | | | 4,980,200 | |
Brazil | | | 1.0 | | | | 3,990,829 | |
Canada | | | 1.5 | | | | 5,602,015 | |
Cayman Islands | | | 5.4 | | | | 20,670,171 | |
China | | | 2.0 | | | | 7,670,671 | |
Colombia | | | 0.0 | | | | 50,503 | |
Denmark | | | 1.8 | | | | 6,752,996 | |
Finland | | | 0.7 | | | | 2,851,359 | |
France | | | 5.5 | | | | 21,140,177 | |
Germany | | | 3.2 | | | | 12,369,575 | |
Greece | | | 0.1 | | | | 220,940 | |
Hong Kong | | | 1.5 | | | | 5,850,626 | |
Hungary | | | 0.2 | | | | 893,194 | |
India | | | 4.0 | | | | 15,178,712 | |
Indonesia | | | 0.3 | | | | 1,186,775 | |
Ireland | | | 6.5 | | | | 25,118,553 | |
Isle Of Man | | | 0.5 | | | | 1,965,067 | |
Israel | | | 1.2 | | | | 4,679,381 | |
Italy | | | 1.2 | | | | 4,710,981 | |
Japan | | | 7.1 | | | | 27,282,696 | |
Jersey | | | 0.0 | | | | 160,117 | |
Kazakhstan | | | 0.2 | | | | 737,194 | |
Luxembourg | | | 0.8 | | | | 2,916,414 | |
Mexico | | | 0.7 | | | | 2,709,277 | |
Netherlands | | | 4.4 | | | | 16,614,235 | |
New Zealand | | | 0.0 | | | | 81,988 | |
Norway | | | 0.1 | | | | 539,427 | |
Papua New Guinea | | | 0.0 | % | | $ | 86,133 | |
Philippines | | | 0.0 | | | | 189,562 | |
Portugal | | | 0.0 | | | | 34,737 | |
Republic of Korea | | | 4.2 | | | | 15,840,975 | |
Russian Federation | | | 0.8 | | | | 2,883,311 | |
Singapore | | | 0.7 | | | | 2,607,464 | |
South Africa | | | 0.7 | | | | 2,677,416 | |
Spain | | | 0.3 | | | | 1,050,865 | |
Sweden | | | 3.4 | | | | 13,075,625 | |
Switzerland | | | 6.8 | | | | 26,100,279 | |
Taiwan, Province of China | | | 4.5 | | | | 17,071,004 | |
Thailand | | | 1.2 | | | | 4,723,139 | |
Turkey | | | 0.1 | | | | 194,837 | |
United Kingdom | | | 12.9 | | | | 49,400,834 | |
United States | | | 1.6 | | | | 6,281,470 | |
Vietnam | | | 0.1 | | | | 196,730 | |
EXCHANGE TRADED FUNDS: | | | | | | | | |
United States | | | 0.2 | | | | 817,779 | |
PREFERRED STOCKS: | | | | | | | | |
Brazil | | | 0.2 | | | | 573,343 | |
Colombia | | | 0.0 | | | | 47,016 | |
Germany | | | 0.2 | | | | 736,322 | |
South Korea | | | 0.3 | | | | 940,922 | |
SHORT-TERM INVESTMENTS | | | | | | | | |
United States | | | 7.7 | | | | 29,287,752 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | -0.3 | | | | (1,263,971 | ) |
NET ASSETS | | | 100.0 | % | | $ | 382,823,733 | |
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, 2021
| | Number of Shares | | | Value | |
COMMON STOCKS — 91.8% | | | | | | | | |
Advertising — 0.1% | | | | | | | | |
Dentsu, Inc. | | | 1,800 | | | $ | 66,912.00 | |
Publicis Groupe SA | | | 2,188 | | | | 143,642 | |
WPP, PLC | | | 3,536 | | | | 47,944 | |
| | | | | | | 258,498 | |
Aerospace/Defense — 0.1% | | | | | | | | |
Airbus Group SE* | | | 1,204 | | | | 164,702 | |
MTU Aero Engines AG, ADR | | | 562 | | | | 64,473 | |
Safran SA | | | 649 | | | | 81,414 | |
Thales SA | | | 486 | | | | 49,362 | |
| | | | | | | 359,951 | |
Agriculture — 0.2% | | | | | | | | |
British American Tabacco, PLC, SP ADR | | | 5,128 | | | | 193,274 | |
Imperial Brands, PLC, SP ADR | | | 3,146 | | | | 67,844 | |
Japan Tobacco, Inc. | | | 4,730 | | | | 91,774 | |
Origin Enterprises, PLC | | | 115,290 | | | | 456,031 | |
Swedish Match* | | | 4,980 | | | | 46,009 | |
| | | | | | | 854,932 | |
Airlines — 1.1% | | | | | | | | |
Ryanair Holding, PLC, SP ADR* | | | 38,036 | | | | 4,096,477 | |
Apparel — 2.1% | | | | | | | | |
Adidas AG | | | 4,752 | | | | 1,685,770 | |
Adidas AG, SP ADR | | | 1,152 | | | | 204,480 | |
Gildan Activewear, Inc. | | | 5,757 | | | | 221,357 | |
Hermes International | | | 80 | | | | 117,745 | |
Kering SA | | | 139 | | | | 110,716 | |
LVMH Moet Hennessy Louis Vuitton SE | | | 6,786 | | | | 5,027,135 | |
LVMH Moet Hennessy Louis Vuitton SE, ADR | | | 2,000 | | | | 296,280 | |
Shenzhou International Group Holdings, Ltd. | | | 20,900 | | | | 453,031 | |
| | | | | | | 8,116,514 | |
Auto Manufacturers — 0.9% | | | | | | | | |
Ashok Leyland Ltd. | | | 178,836 | | | | 299,785 | |
Bayerische Motoren Werke AG, SP ADR | | | 3,309 | | | | 105,094 | |
BYD Co., Ltd. | | | 11,480 | | | | 385,947 | |
Daimler AG | | | 3,623 | | | | 305,617 | |
Ferrari NV | | | 141 | | | | 30,586 | |
Ferrari NV, ADR | | | 642 | | | | 139,571 | |
Geely Automobile Holdings, Ltd. | | | 6,982 | | | | 25,304 | |
Geely Automobile Holdings, Ltd., ADR | | | 883 | | | | 63,514 | |
Hyundai Motor Co. | | | 353 | | | | 64,501 | |
Kia Corp. | | | 5,986 | | | | 437,895 | |
NIO, Inc., ADR* | | | 2,072 | | | | 81,450 | |
Nissan Motor Co., Ltd.* | | | 10,100 | | | | 52,986 | |
Stellantis NV | | | 5,160 | | | | 103,432 | |
| | Number of Shares | | | Value | |
Auto Manufacturers — (Continued) |
Tata Motors, Ltd., SP ADR* | | | 32,755 | | | $ | 644,618 | |
Tofas Turk Otomobil Fabrikasi AS | | | 34,475 | | | | 174,189 | |
Toyota Motor Corp. | | | 600 | | | | 52,256 | |
Toyota Motor Corp., SP ADR | | | 1,862 | | | | 324,416 | |
Volkswagen AG, ADR | | | 5,060 | | | | 169,156 | |
Volvo AB, Class B | | | 3,636 | | | | 82,329 | |
XPeng, Inc., ADR* | | | 801 | | | | 34,042 | |
| | | | | | | 3,576,688 | |
Auto Parts & Equipment — 0.3% | | | | |
Continental AG* | | | 442 | | | | 59,399 | |
Faurecia SE | | | 87 | | | | 4,203 | |
Fuyao Glass Industrials Group, Ltd.(a) | | | 55,989 | | | | 344,546 | |
Magna International, Inc. | | | 3,010 | | | | 237,519 | |
Michelin | | | 463 | | | | 74,958 | |
Motherson Sumi Systems, Ltd. | | | 104,753 | | | | 312,702 | |
| | | | | | | 1,033,327 | |
Banks — 8.0% | | | | | | | | |
Australia & New Zealand Banking Group, Ltd. | | | 5,980 | | | | 121,036 | |
Banco Santander SA* | | | 37,238 | | | | 137,306 | |
Bangkok Bank | | | 308,300 | | | | 1,089,364 | |
Bank Central Asia Tbk PT | | | 328,970 | | | | 755,123 | |
Bank Jago Tbk PT* | | | 333,593 | | | | 354,683 | |
Bank Leumi Le Israel* | | | 533,716 | | | | 4,409,145 | |
Bank Montreal | | | 867 | | | | 86,284 | |
Bank of Ireland Group, PLC | | | 562,443 | | | | 3,520,481 | |
Bank of Nova Scotia, (The) | | | 1,749 | | | | 108,281 | |
Bank Rakyat Indonesia Persero Tbk PT, ADR | | | 1,382 | | | | 18,975 | |
Barclays, PLC | | | 126,063 | | | | 319,622 | |
Bendigo & Adelaide Bank, Ltd. | | | 12,614 | | | | 92,101 | |
BNP Paribas SA | | | 2,636 | | | | 166,990 | |
BOC Hong Kong Holdings, Ltd. | | | 28,000 | | | | 84,733 | |
CaixaBank SA | | | 65,952 | | | | 204,877 | |
Canadian Imperial Bank of Commerce | | | 573 | | | | 65,901 | |
China Construction Bank Corp. | | | 106,000 | | | | 76,379 | |
China Merchants Bank Co., Ltd. | | | 148,987 | | | | 1,228,787 | |
China Merchants Bank Co., Ltd., ADR | | | 554 | | | | 22,753 | |
Commerzbank AG* | | | 18,102 | | | | 113,289 | |
Commonwealth Bank Of Australia | | | 4,044 | | | | 294,655 | |
Concordia Financial Group, Ltd. | | | 11,723 | | | | 45,452 | |
Credit Suisse Group AG | | | 13,720 | | | | 145,343 | |
Dah Sing Financial Holdings, Ltd. | | | 222,400 | | | | 691,899 | |
DBS Group Holdings, Ltd. | | | 89,900 | | | | 1,993,360 | |
DBS Group Holdings, Ltd., SP ADR | | | 1,611 | | | | 143,492 | |
The accompanying notes are an integral part of the financial statements.
6
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2021
| | Number of Shares | | | Value | |
Banks — (Continued) |
Deutsche Bank AG* | | | 8,776 | | | $ | 108,384 | |
DNB Bank ASA | | | 12,189 | | | | 257,270 | |
FinecoBank Banca Fineco SpA | | | 5,751 | | | | 105,945 | |
FirstRand, Ltd. | | | 13,495 | | | | 57,450 | |
Fukuoka Financial Group, Inc. | | | 3,000 | | | | 55,388 | |
Grupo Aval Acciones y Valores SA, ADR | | | 8,589 | | | | 50,503 | |
Grupo Financiero Banorte SAB de CV | | | 131,968 | | | | 871,091 | |
Hang Seng Bank, Ltd. | | | 4,400 | | | | 78,660 | |
HDFC Bank, Ltd. | | | 117,916 | | | | 2,543,241 | |
HDFC Bank, Ltd., ADR | | | 11,151 | | | | 873,235 | |
HSBC Holdings, PLC, SP ADR | | | 9,910 | | | | 262,020 | |
ICICI Bank, Ltd., SP ADR | | | 102,926 | | | | 2,019,408 | |
ING Groep NV | | | 7,103 | | | | 97,981 | |
KakaoBank Corp.* | | | 570 | | | | 41,246 | |
Macquarie Group, Ltd. | | | 749 | | | | 90,907 | |
Mediobanca Banca di Credito Finanziario SpA | | | 3,974 | | | | 46,847 | |
Mitsubishi UFJ Financial Group Inc., SP ADR | | | 53,334 | | | | 290,670 | |
National Australia Bank, Ltd. | | | 7,689 | | | | 155,019 | |
National Australia Bank, Ltd., SP ADR | | | 11,208 | | | | 113,425 | |
Nedbank Group, Ltd., SP ADR | | | 2,666 | | | | 33,925 | |
Nordea Bank Abp | | | 93 | | | | 1,091 | |
Nordea Bank Abp | | | 11,504 | | | | 135,115 | |
OTP Bank, PLC* | | | 14,790 | | | | 893,194 | |
Oversea-Chinese Bank Corp., Ltd. | | | 9,000 | | | | 76,162 | |
Royal Bank Canada | | | 3,116 | | | | 320,200 | |
Sberbank Russia, SP ADR | | | 57,637 | | | | 1,029,973 | |
Shinhan Financial Group Co., Ltd., SP ADR | | | 9,162 | | | | 304,636 | |
Societe Generale SA | | | 2,392 | | | | 75,286 | |
Standard Bank Group, Ltd. | | | 9,099 | | | | 92,936 | |
Sumitomo Mitsui Financial Group Inc., SP ADR | | | 56,610 | | | | 390,609 | |
Svenska Handelsbanken AB, Class A | | | 190,980 | | | | 2,145,986 | |
Toronto-Dominion Bank, (The) | | | 3,414 | | | | 221,705 | |
UBS Group AG | | | 13,717 | | | | 228,817 | |
United Overseas Bank, Ltd. | | | 6,000 | | | | 113,588 | |
Woori Financial Group, Inc., SP ADR | | | 4,696 | | | | 136,466 | |
| | | | | | | 30,608,690 | |
Beverages — 3.1% | | | | | | | | |
Anheuser-Busch InBev SA NV, SP ADR | | | 2,087 | | | | 127,829 | |
Asahi Group Holdings Ltd. | | | 1,700 | | | | 79,024 | |
Carlsberg A/S | | | 499 | | | | 87,158 | |
| | Number of Shares | | | Value | |
Beverages — (Continued) |
China Resources Beer Holdings Co., Ltd. | | | 44,000 | | | $ | 361,829 | |
Coca-Cola European Partners, PLC | | | 476 | | | | 27,484 | |
Diageo, PLC | | | 113,652 | | | | 5,463,572 | |
Diageo, PLC, SP ADR | | | 2,046 | | | | 393,057 | |
Endeavour Group Ltd/Australia* | | | 2,137 | | | | 11,412 | |
Fomento Economico Mexicano SAB de CV, SP ADR | | | 461 | | | | 39,973 | |
Heineken NV | | | 4,751 | | | | 520,339 | |
Pernod Ricard SA | | | 300 | | | | 63,152 | |
Thai Beverage, PLC | | | 7,196,900 | | | | 3,633,775 | |
Tsingtao Brewery Co, Ltd. | | | 2,000 | | | | 16,365 | |
Wuliangye Yibin Co., Ltd., Class A | | | 32,398 | | | | 1,013,176 | |
| | | | | | | 11,838,145 | |
Biotechnology — 0.4% | | | | | | | | |
Argenx SE, ADR* | | | 142 | | | | 47,005 | |
BeiGene Ltd., ADR* | | | 238 | | | | 73,375 | |
CSL Ltd., SP ADR | | | 1,030 | | | | 117,410 | |
CSL, Ltd. | | | 628 | | | | 142,834 | |
Genmab A/S* | | | 1,553 | | | | 735,708 | |
Genmab A/S, SP ADR* | | | 2,330 | | | | 110,419 | |
I-Mab, SP ADR* | | | 2,835 | | | | 201,058 | |
Zai Lab, Ltd., ADR* | | | 224 | | | | 32,368 | |
| | | | | | | 1,460,177 | |
Building Materials — 1.9% | | | | | | | | |
Anhui Conch Cement Co., Ltd. | | | 5,500 | | | | 29,758 | |
Beijing Oriental Yuhong Waterproof Technology Co., Ltd., Class A | | | 32,500 | | | | 243,365 | |
Cemex SAB de CV, SP ADR* | | | 5,460 | | | | 44,772 | |
CRH, PLC | | | 73,355 | | | | 3,886,045 | |
CRH, PLC, SP ADR | | | 3,605 | | | | 191,498 | |
Daikin Industries, Ltd. | | | 249 | | | | 62,137 | |
Daikin Industries, Ltd., SP ADR | | | 1,490 | | | | 37,056 | |
Geberit AG | | | 90 | | | | 75,160 | |
James Hardie Industries PLC | | | 2,896 | | | | 111,623 | |
LafargeHolcim, Ltd.* | | | 2,013 | | | | 114,704 | |
Semen Indonesia Persero Tbk PT, ADR | | | 2,421 | | | | 31,316 | |
Sika AG | | | 6,434 | | | | 2,318,211 | |
TOTO, Ltd. | | | 365 | | | | 19,865 | |
| | | | | | | 7,165,510 | |
Chemicals — 2.1% | | | | | | | | |
Air Liquide SA | | | 15,544 | | | | 2,786,141 | |
Air Liquide SA, ADR | | | 1,771 | | | | 63,473 | |
Akzo Nobel NV, ADR | | | 2,496 | | | | 102,685 | |
Asahi Kasei Corp. | | | 6,000 | | | | 61,860 | |
Asian Paints Ltd. | | | 11,630 | | | | 509,469 | |
The accompanying notes are an integral part of the financial statements.
7
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2021
| | Number of Shares | | | Value | |
Chemicals — (Continued) |
BASF SE, SP ADR | | | 9,844 | | | $ | 190,383 | |
Chr Hansen Holdings | | | 359 | | | | 33,129 | |
Covestro AG(a) | | | 1,716 | | | | 111,210 | |
Croda International, PLC | | | 584 | | | | 73,515 | |
FUCHS PETROLUB SE | | | 29,650 | | | | 1,169,308 | |
Givaudan SA | | | 27 | | | | 135,458 | |
Givaudan SA, ADR | | | 600 | | | | 60,192 | |
ICL Group, Ltd. | | | 12,592 | | | | 89,781 | |
IMCD NV | | | 2,047 | | | | 403,219 | |
Johnson Matthey, PLC | | | 1,377 | | | | 55,671 | |
Kansai Paint Co., Ltd. | | | 1,360 | | | | 35,225 | |
Koninklijke DSM NV | | | 561 | | | | 119,435 | |
LANXESS AG | | | 1,023 | | | | 74,569 | |
LG Chem, Ltd. | | | 385 | | | | 250,868 | |
Mitsui Chemicals, Inc. | | | 22 | | | | 759 | |
Nippon Paint Holdings Co., Ltd. | | | 3,610 | | | | 44,833 | |
Novozymes A/S, ADR | | | 920 | | | | 74,483 | |
Nutrien, Ltd.* | | | 10,346 | | | | 627,899 | |
Shin Etsu Chemical Co., Ltd., ADR | | | 2,744 | | | | 113,423 | |
Shin-Etsu Chemical Co., Ltd. | | | 654 | | | | 108,020 | |
SK IE Technology Co, Ltd.*(a) | | | 1,032 | | | | 184,424 | |
Skshu Paint Co, Ltd. | | | 13,860 | | | | 312,446 | |
Solvay SA | | | 373 | | | | 48,822 | |
Sumitomo Chemical Co., Ltd. | | | 13,000 | | | | 65,905 | |
Symrise AG | | | 500 | | | | 71,155 | |
Umicore SA, ADR | | | 3,052 | | | | 49,931 | |
| | | | | | | 8,027,691 | |
Coal — 0.0% | | | | | | | | |
China Shenhua Energy Co., Ltd. | | | 30,000 | | | | 66,339 | |
Commercial Services — 4.0% | | | | | | | | |
Adecco Group AG | | | 374 | | | | 20,805 | |
Adyen NV*(a) | | | 954 | | | | 3,083,398 | |
ALD SA(a) | | | 48,292 | | | | 680,141 | |
Allfunds Group, PLC* | | | 86,890 | | | | 1,566,398 | |
Amadeus IT Group SA, ADR* | | | 1,437 | | | | 87,542 | |
Ashtead Group, PLC | | | 33,370 | | | | 2,608,637 | |
Bidvest Group, Ltd., (The) | | | 3,146 | | | | 44,359 | |
Bureau Veritas SA | | | 1,739 | | | | 57,796 | |
China Merchants Port Holdings Co., Ltd. | | | 60,000 | | | | 100,940 | |
Edenred | | | 1,223 | | | | 69,368 | |
Experian, PLC | | | 2,543 | | | | 112,173 | |
GMO Payment Gateway, Inc. | | | 258 | | | | 33,849 | |
IHS Markit, Ltd. | | | 5,330 | | | | 642,798 | |
International Container Terminal Services, Inc. | | | 30,237 | | | | 113,160 | |
Intertek Group, PLC | | | 25,486 | | | | 1,847,917 | |
Localiza Rent a Car SA, SP ADR* | | | 4,006 | | | | 42,784 | |
| | Number of Shares | | | Value | |
Commercial Services — (Continued) |
New Oriental Education & Tech Group, Inc., SP ADR* | | | 38,500 | | | $ | 87,010 | |
Recruit Holdings Co., Ltd. | | | 3,292 | | | | 193,840 | |
RELX, PLC | | | 120,000 | | | | 3,601,351 | |
Rentokil Initial, PLC | | | 7,414 | | | | 59,227 | |
TAL Education Group, ADR* | | | 5,801 | | | | 30,861 | |
Transurban Group | | | 6,366 | | | | 65,890 | |
Worldline SA (France)*(a) | | | 573 | | | | 51,022 | |
| | | | | | | 15,201,266 | |
Computers — 1.7% | | | | | | | | |
CGI, Inc.* | | | 279 | | | | 24,931 | |
CyberArk Software, Ltd.* | | | 576 | | | | 96,733 | |
EPAM Systems, Inc.* | | | 1,902 | | | | 1,203,605 | |
Fujitsu, Ltd. | | | 422 | | | | 77,685 | |
Globant S.A.* | | | 2,337 | | | | 753,168 | |
Infosys Ltd., SP ADR | | | 12,897 | | | | 307,207 | |
Itochu Techno-Solutions Corp. | | | 1,084 | | | | 33,492 | |
Logitech International SA | | | 536 | | | | 54,860 | |
Nomura Research Institute, Ltd. | | | 58,700 | | | | 2,201,273 | |
Obic Co., Ltd. | | | 400 | | | | 75,948 | |
Snap, Inc.* | | | 3,094 | | | | 235,484 | |
Tata Consultancy Services, Ltd. | | | 18,737 | | | | 969,948 | |
Teleperformance | | | 266 | | | | 117,674 | |
Wipro, Ltd., ADR | | | 38,844 | | | | 362,803 | |
| | | | | | | 6,514,811 | |
Cosmetics/Personal Care — 1.8% | | | | |
Beiersdorf AG | | | 1,479 | | | | 179,497 | |
Essity AB, Class B | | | 3,135 | | | | 100,627 | |
Kose Corp. | | | 300 | | | | 36,205 | |
L’Oreal SA | | | 1,963 | | | | 920,920 | |
L’Oreal SA, ADR | | | 3,400 | | | | 319,260 | |
Natura & Co. Holding SA | | | 53,864 | | | | 537,619 | |
Natura & Co. Holding SA, ADR* | | | 5,256 | | | | 104,752 | |
Pigeon Corp. | | | 1,100 | | | | 31,862 | |
Unicharm Corp. | | | 1,087 | | | | 48,462 | |
Unilever PLC-CVA | | | 79,854 | | | | 4,445,186 | |
Unilever, PLC, SP ADR | | | 5,971 | | | | 332,465 | |
| | | | | | | 7,056,855 | |
Distribution/Wholesale — 1.4% | | | | | | | | |
Bunzl, PLC | | | 125,065 | | | | 4,531,535 | |
ITOCHU Corp. | | | 3,700 | | | | 111,300 | |
ITOCHU Corp., ADR | | | 426 | | | | 25,577 | |
Jardine Cycle & Carriage, Ltd. | | | 4,000 | | | | 57,671 | |
Mitsui & Co., Ltd. | | | 3,159 | | | | 69,674 | |
Sendas Distribuidora SA, ADR | | | 2,775 | | | | 45,482 | |
Sendas Distribuidora SA | | | 34,485 | | | | 113,309 | |
Vamos Locacao de Caminhoes Maquinas e Equipamentos SA* | | | 197,764 | | | | 585,169 | |
| | | | | | | 5,539,717 | |
The accompanying notes are an integral part of the financial statements.
8
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2021
| | Number of Shares | | | Value | |
Diversified Financial Services — 2.4% | | | | |
Banco BTG Pactual SA* | | | 145,136 | | | $ | 797,984 | |
Capitec Bank Holdings, Ltd. | | | 3,390 | | | | 442,867 | |
Chailease Holding Co., Ltd. | | | 71,355 | | | | 684,522 | |
China International Capital Corp., Ltd.(a) | | | 19,000 | | | | 44,180 | |
Deutsche Boerse AG | | | 8,586 | | | | 1,480,714 | |
Deutsche Boerse AG, ADR | | | 2,810 | | | | 48,276 | |
Guotai Junan Securities Co., Ltd.(a) | | | 33,000 | | | | 46,120 | |
Hong Kong Exchange & Clearing, Ltd. | | | 3,780 | | | | 238,798 | |
Housing Development Finance Corp., Ltd. | | | 22,611 | | | | 863,649 | |
Japan Exchange Group, Inc., ADR | | | 64,100 | | | | 1,526,572 | |
KB Financial Group, Inc. | | | 5,265 | | | | 239,505 | |
KB Financial Group, Inc., ADR | | | 6,431 | | | | 292,675 | |
London Stock Exchange Group, PLC | | | 791 | | | | 86,649 | |
London Stock Exchange Group, PLC, ADR | | | 2,464 | | | | 68,302 | |
Nomura Holdings, Inc. | | | 14,100 | | | | 68,092 | |
Pagseguro Digital, Ltd., Class A* | | | 6,639 | | | | 394,821 | |
Sanlam Ltd., SP ADR | | | 5,156 | | | | 45,786 | |
SBI Cards & Payment* | | | 36,790 | | | | 573,984 | |
SBI Holdings, Inc. (Japan) | | | 2,600 | | | | 62,990 | |
Singapore Exchange, Ltd. | | | 6,000 | | | | 44,039 | |
St James’s Place, PLC | | | 5,807 | | | | 128,595 | |
Standard Life Aberdeen, PLC | | | 15,283 | | | | 55,840 | |
Visa, Inc., Class A | | | 3,842 | | | | 880,202 | |
| | | | | | | 9,115,162 | |
Electric — 0.4% | | | | | | | | |
CLP Holdings, Ltd. | | | 6,000 | | | | 59,976 | |
E.ON SE | | | 4,210 | | | | 55,545 | |
Elia Group SA/NV | | | 257 | | | | 32,278 | |
Enel SpA | | | 18,291 | | | | 166,639 | |
Engie SA, SP ADR | | | 8,968 | | | | 128,422 | |
Fortis, Inc. | | | 2,870 | | | | 131,503 | |
Iberdrola SA | | | 8,686 | | | | 107,632 | |
Iberdrola SA, SP ADR | | | 1,618 | | | | 80,447 | |
National Grid, PLC | | | 2,867 | | | | 37,082 | |
National Grid, PLC, SP ADR | | | 2,605 | | | | 169,038 | |
Orsted A/S(a) | | | 381 | | | | 60,573 | |
Power Assets Holdings, Ltd. | | | 9,500 | | | | 59,622 | |
Power Grid Corp. of India Ltd. | | | 176,734 | | | | 423,846 | |
RWE AG | | | 1,019 | | | | 39,790 | |
SSE, PLC, ADR | | | 5,415 | | | | 121,486 | |
Terna Rete Elettrica Nazionale SpA | | | 6,010 | | | | 47,539 | |
| | | | | | | 1,721,418 | |
| | Number of Shares | | | Value | |
Electrical Components & Equipment — 1.0% | | | | |
ABB, Ltd. | | | 4,533 | | | $ | 167,697 | |
Contemporary Amperex Technology Co., Ltd., Class A | | | 10,922 | | | | 837,925 | |
Delta Electronics, Inc. | | | 68,136 | | | | 663,709 | |
Legrand SA | | | 17,038 | | | | 1,954,840 | |
Schneider Electric SE | | | 698 | | | | 124,709 | |
Schneider Electric SE, ADR | | | 4,025 | | | | 143,532 | |
| | | | | | | 3,892,412 | |
Electronics — 1.6% | | | | | | | | |
Assa Abloy AB, Class B | | | 89,658 | | | | 2,869,120 | |
Halma, PLC | | | 32,045 | | | | 1,323,328 | |
Havells India Ltd. | | | 20,479 | | | | 355,238 | |
Hirose Electric Co., Ltd. | | | 427 | | | | 71,093 | |
Hon Hai Precision | | | 56,353 | | | | 225,035 | |
Hoya Corp. | | | 670 | | | | 108,194 | |
Hoya Corp., SP ADR | | | 487 | | | | 79,016 | |
Kyocera Corp. | | | 900 | | | | 55,950 | |
Murata Manufacturing Co., Ltd. | | | 1,119 | | | | 92,248 | |
Murata Manufacturing Co., Ltd., ADR | | | 5,048 | | | | 103,989 | |
Nidec Corp. | | | 78 | | | | 8,910 | |
Nidec Corp., SP ADR | | | 4,640 | | | | 133,215 | |
Silergy Corp. | | | 2,918 | | | | 417,328 | |
Unimicron Technology Corp. | | | 59,597 | | | | 315,851 | |
| | | | | | | 6,158,515 | |
Energy-Alternate Sources — 0.2% | | | | |
LONGi Green Energy | | | 22,700 | | | | 314,540 | |
Sungrow Power Supply Co. Ltd. | | | 7,900 | | | | 192,141 | �� |
Vestas Wind System* | | | 2,480 | | | | 100,134 | |
| | | | | | | 606,815 | |
Engineering & Construction — 0.1% | | | | |
Cellnex Telecom SA*(a) | | | 1,246 | | | | 85,286 | |
Ferrovial SA | | | 3,085 | | | | 89,340 | |
Grupo Aeroportuario del Sureste SAB de CV, ADR | | | 471 | | | | 84,205 | |
Grupo Aeroportuario del Pacifico SAB de CV, ADR, Class B* | | | 392 | | | | 45,633 | |
HOCHTIEF AG | | | 774 | | | | 61,906 | |
Vinci SA, ADR | | | 3,476 | | | | 93,052 | |
| | | | | | | 459,422 | |
Entertainment — 0.1% | | | | | | | | |
Evolution AB, ADR | | | 197 | | | | 31,719 | |
MultiChoice Group | | | 5,548 | | | | 43,884 | |
MultiChoice Group, Ltd., ADR | | | 93 | | | | 741 | |
OPAP SA | | | 14,085 | | | | 220,940 | |
Oriental Land Co., Ltd. | | | 613 | | | | 92,744 | |
Paddy Power Betfair, PLC* | | | 321 | | | | 62,404 | |
| | | | | | | 452,432 | |
The accompanying notes are an integral part of the financial statements.
9
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2021
| | Number of Shares | | | Value | |
Environmental Control — 0.2% | | | | | | | | |
China Conch Venture Holdings, Ltd. | | | 159,500 | | | $ | 652,806 | |
Food — 1.2% | | | | | | | | |
a2 Milk Co., Ltd.* | | | 10,970 | | | | 46,701 | |
BRF SA, ADR* | | | 3,487 | | | | 15,796 | |
China Mengniu Dairy Co., Ltd.* | | | 10,703 | | | | 64,376 | |
Chocoladefabriken Lindt & Spruengli AG | | | 6 | | | | 70,565 | |
Cia Brasileira de Distribuicao, SP ADR* | | | 2,775 | | | | 15,346 | |
Coles Group, Ltd. | | | 4,109 | | | | 54,228 | |
Colruyt SA | | | 628 | | | | 35,154 | |
Danone SA | | | 438 | | | | 31,985 | |
Glanbia, PLC | | | 17,866 | | | | 318,749 | |
ICA Gruppen AB | | | 648 | | | | 32,237 | |
JBS SA, ADR | | | 690 | | | | 8,114 | |
Kerry Group PLC, SP ADR | | | 219 | | | | 31,926 | |
Koninklijke Ahold Delhaize NV | | | 696 | | | | 23,481 | |
Koninklijke Ahold Delhaize NV, SP ADR | | | 4,031 | | | | 136,530 | |
Marine Harvest | | | 1,851 | | | | 49,580 | |
MASAN GROUP Corp. | | | 33,200 | | | | 196,731 | |
Meiji Holdings Co., Ltd. | | | 500 | | | | 30,751 | |
Nestle SA | | | 16,653 | | | | 2,103,088 | |
Nestle SA, SP ADR | | | 6,845 | | | | 864,455 | |
Nissin Foods Holdings Co, Ltd. | | | 800 | | | | 62,279 | |
Ocado Group, PLC* | | | 2,138 | | | | 59,255 | |
Seven & i Holdings Co., Ltd., ADR | | | 3,000 | | | | 65,280 | |
Tesco, PLC | | | 1 | | | | 5 | |
Wilmar International, Ltd. | | | 29,000 | | | | 89,059 | |
Woolworths Group, Ltd. | | | 2,137 | | | | 65,050 | |
Yakult Honsha Co., Ltd. | | | 500 | | | | 28,831 | |
| | | | | | | 4,499,552 | |
Food Service — 0.4% | | | | | | | | |
Compass Group, PLC* | | | 64,889 | | | | 1,340,608 | |
Compass Group, PLC, SP ADR* | | | 7,353 | | | | 154,354 | |
| | | | | | | 1,494,962 | |
Forest Products & Paper — 0.0% | | | | |
Smurfit Kappa Group PLC, ADR | | | 736 | | | | 42,217 | |
UPM-Kymmene Corp. | | | 1,590 | | | | 64,774 | |
| | | | | | | 106,991 | |
Gas — 0.2% | | | | | | | | |
Beijing Enterprises Holdings, Ltd. | | | 23,500 | | | | 80,874 | |
China Gas Holdings, Ltd. | | | 11,000 | | | | 31,841 | |
China Resources Gas Group, Ltd. | | | 6,000 | | | | 36,413 | |
ENN Energy Holdings, Ltd. | | | 6,000 | | | | 118,726 | |
| | Number of Shares | | | Value | |
Gas — (Continued) |
Hong Kong & China Gas Co., Ltd. | | | 84,000 | | | $ | 135,052 | |
Indraprastha Gas Ltd. | | | 58,100 | | | | 433,597 | |
Snam SpA | | | 9,397 | | | | 55,560 | |
| | | | | | | 892,063 | |
Hand/Machine Tools — 0.6% | | | | | | | | |
Amada Co., Ltd. | | | 158,200 | | | | 1,603,702 | |
Sandvik AB | | | 3,286 | | | | 83,856 | |
Schindler Holding AG | | | 216 | | | | 67,328 | |
Techtronic Industrials Co., Ltd. | | | 32,142 | | | | 711,374 | |
| | | | | | | 2,466,260 | |
Healthcare-Products — 2.7% | | | | | | | | |
Alcon, Inc. | | | 70,851 | | | | 5,835,213 | |
Alcon, Inc., ADR | | | 1,128 | | | | 93,026 | |
Asahi Intecc Co., Ltd. | | | 2,115 | | | | 63,992 | |
Cochlear, Ltd. | | | 376 | | | | 63,866 | |
Coloplast A/S, ADR | | | 1,070 | | | | 18,623 | |
Coloplast A/S, Class B | | | 327 | | | | 56,656 | |
Essilor International Cie Generale d’Opitque SA | | | 11,786 | | | | 2,315,830 | |
EssilorLuxottica SA, ADR | | | 144 | | | | 14,114 | |
Fisher & Paykel Healthcare Corp, Ltd. | | | 1,512 | | | | 35,287 | |
Hengan International Group Co., Ltd. | | | 10,000 | | | | 57,911 | |
Koninklijke Philips | | | 29,017 | | | | 1,337,193 | |
Koninklijke Philips NV, ADR | | | 1,898 | | | | 87,555 | |
Olympus Corp. | | | 2,000 | | | | 42,025 | |
QIAGEN NV* | | | 2,099 | | | | 117,166 | |
Shandong Weigao Group Medical Polymer Co, Ltd. | | | 16,000 | | | | 26,327 | |
Siemens Healthineers AG(a) | | | 1,037 | | | | 72,120 | |
Smith & Nephew, PLC | | | 2,242 | | | | 42,932 | |
Sysmex Corp. | | | 300 | | | | 34,094 | |
Sysmex Corp., ADR | | | 450 | | | | 25,497 | |
Terumo Corp. | | | 1,362 | | | | 56,837 | |
| | | | | | | 10,396,264 | |
Healthcare-Services — 0.6% | | | | | | | | |
Apollo Hospitals Enterprise, Ltd.* | | | 11,980 | | | | 814,224 | |
BioMerieux | | | 482 | | | | 59,033 | |
Fresenius Medical Care AG & Co., KGaA, ADR | | | 1,104 | | | | 42,592 | |
Hapvida Participacoes e Investimentos SA*(a) | | | 83,800 | | | | 237,910 | |
Lonza Group AG | | | 182 | | | | 153,922 | |
Lonza Group AG, ADR* | | | 370 | | | | 31,221 | |
Sonic Healthcare Ltd., SP ADR | | | 3,345 | | | | 106,070 | |
WuXi AppTec Co., Ltd.(a) | | | 17,330 | | | | 345,617 | |
Wuxi Biologics Cayman, Inc.*(a) | | | 26,721 | | | | 413,694 | |
| | | | | | | 2,204,283 | |
The accompanying notes are an integral part of the financial statements.
10
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2021
| | Number of Shares | | | Value | |
Holding Companies-Diversification — 0.0% | | | | |
CK Hutchison Holdings, Ltd. | | | 10,000 | | | $ | 72,901 | |
Jardine Matheson Holdings, Ltd. | | | 1,000 | | | | 54,229 | |
| | | | | | | 127,130 | |
Home Builders — 0.4% | | | | | | | | |
Berkeley Group Holdings, PLC | | | 683 | | | | 45,368 | |
Persimmon, PLC | | | 1,243 | | | | 50,306 | |
Sekisui Chemical Co., Ltd. | | | 86,100 | | | | 1,473,534 | |
Sekisui House, Ltd. | | | 4,000 | | | | 79,693 | |
| | | | | | | 1,648,901 | |
Home Furnishings — 0.2% | | | | | | | | |
Electrolux AB, Class B | | | 972 | | | | 24,700 | |
Panasonic Corp. | | | 4,000 | | | | 47,820 | |
Sharp Corp. (Japan) | | | 3,000 | | | | 39,573 | |
Sony Corp., SP ADR | | | 4,806 | | | | 497,229 | |
| | | | | | | 609,322 | |
Household Products/Wares — 0.1% | | | | |
Hindustan Unilever Ltd. | | | 5,666 | | | | 211,022 | |
Reckitt Benckiser Group, PLC, SP ADR | | | 11,185 | | | | 171,578 | |
| | | | | | | 382,600 | |
Insurance — 5.2% | | | | | | | | |
Admiral Group, PLC | | | 50,368 | | | | 2,502,599 | |
Aegon NV | | | 14,288 | | | | 70,550 | |
Ageas SA NV | | | 2,481 | | | | 123,983 | |
AIA Group, Ltd. | | | 182,670 | | | | 2,181,213 | |
AIA Group, Ltd., SP ADR | | | 9,630 | | | | 460,603 | |
Allianz SE, SP ADR | | | 6,060 | | | | 141,865 | |
Aon, PLC, Class A | | | 20,696 | | | | 5,936,855 | |
Baloise Holding AG | | | 522 | | | | 83,239 | |
CNP Assurances | | | 12,462 | | | | 213,535 | |
Dai-ichi Life Holdings, Inc. | | | 6,692 | | | | 132,416 | |
Hannover Rueck SE | | | 286 | | | | 52,632 | |
Insurance Australia Group, Ltd. | | | 12,776 | | | | 48,785 | |
Lancashire Holdings, Ltd. | | | 348,744 | | | | 2,995,117 | |
Legal & General Group, PLC | | | 36,815 | | | | 136,755 | |
Manulife Finanical Corp. | | | 6,860 | | | | 133,633 | |
New China Life Insurance Co., Ltd. | | | 16,800 | | | | 49,455 | |
NN Group NV | | | 3,039 | | | | 157,641 | |
Ping An Insurance Group Co. of China, Ltd. | | | 671 | | | | 5,196 | |
Ping An Insurance Group Co. of China, Ltd., ADR | | | 8,016 | | | | 123,927 | |
Prudential PLC, SP ADR | | | 2,925 | | | | 60,941 | |
Sampo, Class A, PLC | | | 46,433 | | | | 2,399,437 | |
Sun Life Financial, Inc. | | | 2,753 | | | | 141,614 | |
Suncorp Group, Ltd. | | | 18,597 | | | | 169,215 | |
T&D Holdings, Inc. | | | 5,200 | | | | 63,287 | |
Topdanmark AS | | | 26,996 | | | | 1,421,140 | |
| | Number of Shares | | | Value | |
Insurance — (Continued) |
ZhongAn Online P&C Insurance Co, Ltd.*(a) | | | 6,800 | | | $ | 33,156 | |
Zurich Insurance Group AG | | | 126 | | | | 55,288 | |
| | | | | | | 19,894,077 | |
Internet — 5.1% | | | | | | | | |
51job, Inc., ADR* | | | 1,093 | | | | 83,942 | |
Alibaba Group Holding, Ltd.* | | | 26,874 | | | | 562,731 | |
Alibaba Group Holdings, Ltd., SP ADR* | | | 14,462 | | | | 2,415,009 | |
Autohome, Inc., ADR | | | 11,250 | | | | 497,925 | |
Baidu, Inc., SP ADR* | | | 1,335 | | | | 209,622 | |
China Literature, Ltd.*(a) | | | 3,800 | | | | 31,963 | |
Delivery Hero SE*(a) | | | 387 | | | | 56,166 | |
East Money Information Co., Ltd., Class A | | | 124,983 | | | | 598,712 | |
JD.com, Inc., ADR* | | | 12,847 | | | | 1,009,260 | |
JOYY, Inc., ADR | | | 721 | | | | 45,639 | |
Just Eat Takeaway.com NV, SP ADR* | | | 1,700 | | | | 30,804 | |
Kakao Corp. | | | 4,239 | | | | 565,614 | |
Locaweb Servicos de Internet SA*(a) | | | 63,382 | | | | 300,926 | |
M3, Inc. | | | 1,300 | | | | 87,188 | |
Meituan, ADR* | | | 4,472 | | | | 285,940 | |
Mercadolibre, Inc.* | | | 431 | | | | 804,871 | |
momo.com, Inc. | | | 11,000 | | | | 682,439 | |
MonotaRO Co., Ltd. | | | 1,200 | | | | 26,595 | |
Naspers, Ltd. | | | 9,320 | | | | 1,608,064 | |
Naver Corp. | | | 1,837 | | | | 695,556 | |
Pinduoduo, Inc., ADR* | | | 1,332 | | | | 133,227 | |
Prosus NV* | | | 1,422 | | | | 125,869 | |
Sea, Ltd., ADR* | | | 2,705 | | | | 915,156 | |
Seek, Ltd. | | | 4,272 | | | | 101,195 | |
Shopify, Inc., Class A* | | | 198 | | | | 301,906 | |
Tencent Holdings, Ltd. | | | 87,448 | | | | 5,401,033 | |
Tencent Holdings, Ltd., ADR | | | 17,513 | | | | 1,079,852 | |
Tencent Music Entertainment Group, ADR* | | | 2,793 | | | | 24,690 | |
Vipshop Holdings, Ltd., ADR* | | | 4,069 | | | | 60,180 | |
Weibo Corp., SP ADR* | | | 653 | | | | 32,990 | |
Yandex NV, Class A* | | | 9,982 | | | | 767,616 | |
Z Holdings Corp. | | | 6,577 | | | | 42,765 | |
| | | | | | | 19,585,445 | |
Investment Companies — 2.9% | | | | | | | | |
Groupe Bruxelles Lambert SA | | | 70,721 | | | | 8,102,216 | |
Kinnevik AB* | | | 849 | | | | 33,265 | |
Melrose Indust, Plc* | | | 1,204,861 | | | | 2,782,129 | |
Wendel SA | | | 888 | | | | 128,862 | |
| | | | | | | 11,046,472 | |
The accompanying notes are an integral part of the financial statements.
11
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2021
| | Number of Shares | | | Value | |
Iron/Steel — 0.3% | | | | | | | | |
BlueScope Steel, Ltd. | | | 6,357 | | | $ | 116,221 | |
Cia Siderurgica Nacional SA, SP ADR | | | 41,580 | | | | 280,249 | |
Fortescue Metals Group, Ltd. | | | 5,658 | | | | 86,258 | |
Nippon Steel & Sumitomo Metal Corp. | | | 8,000 | | | | 163,505 | |
Posco, SP ADR | | | 3,580 | | | | 255,612 | |
Vale SA, SP ADR | | | 12,347 | | | | 235,457 | |
Voestalpine AG | | | 1,763 | | | | 80,031 | |
| | | | | | | 1,217,333 | |
Leisure Time — 0.1% | | | | | | | | |
Merida Industry Co., Ltd. | | | 26,351 | | | | 303,003 | |
Shimano, Inc. | | | 236 | | | | 69,256 | |
| | | | | | | 372,259 | |
Life Sciences Tools & Services — 0.6% | | | | |
Eurofins Scientific SE* | | | 14,871 | | | | 2,110,060 | |
Lodging — 0.5% | | | | | | | | |
Galaxy Entertainment Group, Ltd.* | | | 55,200 | | | | 353,920 | |
Huazhu Group, Ltd., ADR | | | 1,213 | | | | 58,576 | |
InterContinental Hotels Group, PLC* | | | 24,543 | | | | 1,568,158 | |
| | | | | | | 1,980,654 | |
Machinery-Construction & Mining — 0.4% | | | | |
Epiroc AB, Class A* | | | 52,724 | | | | 1,156,974 | |
Hitachi, Ltd. | | | 901 | | | | 49,795 | |
Hitachi Ltd., ADR | | | 1,830 | | | | 201,849 | |
Komatsu, Ltd. | | | 4,400 | | | | 107,020 | |
Mitsubishi Electical Corp. | | | 3,000 | | | | 41,013 | |
Siemens Energy AG* | | | 960 | | | | 27,861 | |
| | | | | | | 1,584,512 | |
Machinery-Diversified — 1.8% | | | | | | | | |
Atlas Copco AB, Class A | | | 1,701 | | | | 116,939 | |
Atlas Copco AB, Class A, SP ADR | | | 1,656 | | | | 114,165 | |
CNH Industrial NV | | | 6,623 | | | | 109,484 | |
FANUC Corp. | | | 300 | | | | 65,358 | |
GEA Group AG | | | 88,704 | | | | 4,094,381 | |
Keyence Corp. | | | 400 | | | | 240,134 | |
Kone Corp., Class B | | | 748 | | | | 62,069 | |
Kubota Corp., SP ADR | | | 883 | | | | 91,046 | |
NARI Technology Co. Ltd. | | | 86,150 | | | | 466,343 | |
SMC Corp. | | | 110 | | | | 70,383 | |
SMC Corp., ADR | | | 2,280 | | | | 72,983 | |
Spirax-Sarco Engineering, PLC | | | 6,130 | | | | 1,359,366 | |
Sumitomo Heavy Industries, Ltd. | | | 2,000 | | | | 52,319 | |
| | | | | | | 6,914,970 | |
Media — 2.2% | | | | | | | | |
Grupo Televisa SAB, SP ADR | | | 20,870 | | | | 274,023 | |
| | Number of Shares | | | Value | |
Media — (Continued) |
Informa, PLC* | | | 4,850 | | | $ | 35,444 | |
Liberty Media Corp-Liberty Formula One, Class C* | | | 11,818 | | | | 597,282 | |
Pearson, PLC, SP ADR | | | 15,198 | | | | 160,947 | |
Shaw Communications, Inc., Class B | | | 9,386 | | | | 275,948 | |
Thomson Reuters Corp. | | | 1,419 | | | | 165,824 | |
Vivendi SA, ADR | | | 5,370 | | | | 204,543 | |
Wolters Kluwer | | | 57,781 | | | | 6,644,856 | |
Wolters Kluwer NV, SP ADR | | | 667 | | | | 76,712 | |
| | | | | | | 8,435,579 | |
Mining — 1.5% | | | | | | | | |
Alrosa PJSC | | | 213,334 | | | | 424,678 | |
Aluminum Corp. of China, Ltd.* | | | 693,555 | | | | 503,277 | |
Antofagasta, PLC | | | 8,790 | | | | 176,080 | |
Barrick Gold Corp. | | | 6,196 | | | | 124,354 | |
Boliden AB* | | | 2,900 | | | | 101,249 | |
Cameco Corp. | | | 3,460 | | | | 64,079 | |
Franco-Nevada Corp. | | | 1,038 | | | | 151,392 | |
Freeport-McMoRan, Inc. | | | 17,610 | | | | 640,828 | |
Groupo Mexico SAB de CV SA | | | 214,871 | | | | 996,255 | |
Hindalco Industries Ltd. | | | 81,190 | | | | 519,273 | |
Kirkland Lake Gold, Ltd. | | | 1,043 | | | | 41,647 | |
Lynas Rare Earths, Ltd.* | | | 65,320 | | | | 325,793 | |
MMC Norilsk Nickel PJSC, ADR | | | 2,034 | | | | 66,817 | |
Norsk Hydro ASA | | | 15,202 | | | | 104,943 | |
Polyus PJSC | | | 2,251 | | | | 406,164 | |
Rio Tinto, PLC, SP ADR | | | 1,211 | | | | 90,910 | |
South32 Ltd. | | | 44,192 | | | | 100,716 | |
Southern Copper Corp. | | | 3,807 | | | | 238,280 | |
Sumitomo Metal Mining Co., Ltd. | | | 2,000 | | | | 76,642 | |
Teck Resources, Ltd., Class B | | | 8,215 | | | | 185,248 | |
Vedanta, Ltd., ADR | | | 19,203 | | | | 316,081 | |
Wheaton Precious Metals Corp. | | | 2,998 | | | | 135,030 | |
| | | | | | | 5,789,736 | |
Miscellaneous Manufacturing — 1.1% | | | | |
Airtac International Group | | | 13,000 | | | | 395,712 | |
Alfa Laval AB | | | 31,767 | | | | 1,289,903 | |
Orica Ltd. | | | 5,536 | | | | 52,967 | |
Siemens AG | | | 1,920 | | | | 318,518 | |
Smiths Group, PLC | | | 68,827 | | | | 1,366,012 | |
Sunny Optical Technology Group Co., Ltd. | | | 20,271 | | | | 613,433 | |
Toshiba Corp. | | | 96 | | | | 4,164 | |
| | | | | | | 4,040,709 | |
Office/Business Equipment — 0.0% | | | | |
Canon, Inc. | | | 2,700 | | | | 64,239 | |
Fujifilm Holdings Corp. | | | 1,100 | | | | 90,521 | |
| | | | | | | 154,760 | |
The accompanying notes are an integral part of the financial statements.
12
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2021
| | Number of Shares | | | Value | |
Oil & Gas — 3.1% | | | | | | | | |
BP, PLC, SP ADR | | | 1 | | | $ | 25 | |
Canadian Natural Resources, Ltd. | | | 4,335 | | | | 143,358 | |
DCC, PLC | | | 76,046 | | | | 6,464,247 | |
Eni SpA | | | 89,183 | | | | 1,100,303 | |
Equinor ASA, SP ADR | | | 3,137 | | | | 66,473 | |
Galp Energia SGPS SA | | | 3,396 | | | | 34,737 | |
Idemitsu Kosan Co., Ltd. | | | 1,100 | | | | 26,346 | |
Imperial Oil, Ltd. | | | 2,792 | | | | 73,681 | |
Inpex Corp. | | | 6,228 | | | | 42,792 | |
Lukoil , PJSC, SP ADR | | | 11,171 | | | | 955,679 | |
Lundin Petroleum AB | | | 1,163 | | | | 35,542 | |
Neste Oyj | | | 756 | | | | 46,049 | |
Oil Search Ltd. | | | 31,786 | | | | 86,133 | |
OMV AG | | | 4,843 | | | | 268,257 | |
Petroleo Brasileiro, SP ADR | | | 43,043 | | | | 466,586 | |
Reliance Industries, Ltd. | | | 34,829 | | | | 1,074,657 | |
Repsol SA | | | 7,844 | | | | 90,011 | |
Royal Dutch Shell, PLC, Class A, SP ADR | | | 14,983 | | | | 595,724 | |
Total SA, SP ADR | | | 7,259 | | | | 321,501 | |
Ultrapar Participacoes SA, SP ADR | | | 7,935 | | | | 22,218 | |
Woodside Petroleum, Ltd. | | | 7,291 | | | | 103,099 | |
| | | | | | | 12,017,418 | |
Packaging & Containers — 0.1% | | | | |
Ball Corp. | | | 5,967 | | | | 572,593 | |
Pharmaceuticals — 7.3% | | | | | | | | |
Alfresa Holdings Corp. | | | 237,700 | | | | 3,761,439 | |
Aspen Pharmacare Holdings, Ltd., ADR | | | 6,986 | | | | 93,962 | |
Astellas Pharma, Inc. | | | 88,200 | | | | 1,486,162 | |
Astellas Pharma, Inc., ADR | | | 190 | | | | 3,188 | |
AstraZeneca, PLC, SP ADR | | | 6,318 | | | | 368,213 | |
Bausch Health Cos., Inc.* | | | 3,548 | | | | 103,353 | |
Bayer AG | | | 575 | | | | 31,988 | |
Celltrion, Inc.* | | | 120 | | | | 30,243 | |
Chugai Pharmaceutical Co., Ltd. | | | 2,100 | | | | 82,053 | |
CSPC Pharmaceutical Group, Ltd. | | | 23,040 | | | | 29,229 | |
Daiichi Sankyo Co., Ltd. | | | 4,148 | | | | 98,525 | |
Daiichi Sankyo Co., Ltd., ADR | | | 876 | | | | 20,858 | |
Dr. Reddy’s Laboratories, Ltd., ADR | | | 3,953 | | | | 253,822 | |
Eisai Co., Ltd. | | | 692 | | | | 57,069 | |
Glaxosmithkline, PLC | | | 174,756 | | | | 3,515,333 | |
Glaxosmithkline, PLC, SP ADR | | | 8,330 | | | | 339,364 | |
Kobayashi Pharmaceutical Co., Ltd. | | | 871 | | | | 68,176 | |
Merck KGaA | | | 587 | | | | 139,469 | |
Novartis AG | | | 42,139 | | | | 3,897,473 | |
| | Number of Shares | | | Value | |
Pharmaceuticals — (Continued) |
Novartis AG, SP ADR | | | 5,895 | | | $ | 544,639 | |
Novo Nordisk A/S | | | 11,711 | | | | 1,172,388 | |
Novo-Nordisk AS, SP ADR | | | 6,449 | | | | 644,707 | |
Ono Pharmaceutical Co, Ltd. | | | 1,400 | | | | 33,615 | |
Orion Corporation, Class B | | | 672 | | | | 27,411 | |
Otsuka Holdings Co., Ltd. | | | 1,100 | | | | 46,810 | |
Recordati SpA | | | 47,118 | | | | 3,091,920 | |
Roche Holdings AG | | | 7,816 | | | | 3,138,555 | |
Roche Holdings AG, SP ADR | | | 12,016 | | | | 603,444 | |
Sanofi | | | 33,260 | | | | 3,447,018 | |
Sanofi, ADR | | | 5,170 | | | | 267,703 | |
Santen Pharmaceutical Co, Ltd. | | | 2,400 | | | | 35,886 | |
Takeda Pharmaceutical Co., Ltd. | | | 900 | | | | 29,957 | |
UCB SA | | | 546 | | | | 62,467 | |
Zhangzhou Pientzehuang Pharmaceutical Co., Ltd. | | | 6,100 | | | | 327,705 | |
| | | | | | | 27,854,144 | |
Pipelines — 0.1% | | | | | | | | |
Enbridge, Inc. | | | 6,937 | | | | 272,693 | |
TC Energy Corp. | | | 166 | | | | 7,882 | |
| | | | | | | 280,575 | |
Private Equity — 0.7% | | | | | | | | |
3i Group, PLC | | | 3,463 | | | | 63,688 | |
Bridgepoint Group PLC*(a) | | | 110,601 | | | | 769,425 | |
Macquarie Korea Infrastructure Fund | | | 23,033 | | | | 246,291 | |
Partners Group Holding AG | | | 916 | | | | 1,624,072 | |
| | | | | | | 2,703,476 | |
Real Estate — 0.5% | | | | | | | | |
Aroundtown SA | | | 6,368 | | | | 48,796 | |
China Resources Land, Ltd. | | | 13,714 | | | | 50,938 | |
China Vanke Co., Ltd. | | | 6,000 | | | | 16,189 | |
CK Asset Holdings, Ltd. | | | 11,000 | | | | 71,633 | |
Daito Trust Construction Co., Ltd. | | | 300 | | | | 32,948 | |
Deutsche Wohnen SE | | | 1,095 | | | | 67,970 | |
Great Eagle Holdings, Ltd. | | | 377,662 | | | | 1,183,489 | |
Longfor Group Holdings, Ltd.(a) | | | 13,000 | | | | 56,255 | |
REA Group, Ltd. | | | 633 | | | | 70,844 | |
Shimao Group Holdings, Ltd. | | | 20,500 | | | | 42,360 | |
Sun Hung Kai Properties, Ltd. | | | 8,472 | | | | 119,489 | |
Sunac China Holdings, Ltd. | | | 10,261 | | | | 26,235 | |
Sunac Services Holdings, Ltd.(a) | | | 620 | | | | 1,615 | |
Swiss Prime Site AG | | | 543 | | | | 58,104 | |
Vonovia SE | | | 1,595 | | | | 107,680 | |
Wharf Holdings Ltd., (The) | | | 14,000 | | | | 47,251 | |
Wharf Real Estate Investment Co., Ltd. | | | 14,000 | | | | 69,331 | |
| | | | | | | 2,071,127 | |
The accompanying notes are an integral part of the financial statements.
13
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2021
| | Number of Shares | | | Value | |
REITS — 0.2% | | | | | | | | |
Ascendas Real Estate Investment Trust | | | 23,000 | | | $ | 51,911 | |
CapitaLand Mall Trust | | | 25,000 | | | | 38,183 | |
Daiwa House REIT Investment Corp. | | | 12 | | | | 35,441 | |
Goodman Group | | | 6,677 | | | | 112,776 | |
Japan Prime Realty Investment Corp. | | | 15 | | | | 56,027 | |
Japan Retail Fund Investment Corp. | | | 76 | | | | 73,836 | |
Link | | | 6,000 | | | | 55,166 | |
Nippon Building Fund Inc. | | | 9 | | | | 58,446 | |
Nippon Prologis REIT, Inc. | | | 15 | | | | 53,941 | |
Segro, PLC | | | 5,434 | | | | 96,041 | |
Unibail-Rodamco-Westfield* | | | 938 | | | | 82,197 | |
United Urban Investment Corp. | | | 51 | | | | 72,040 | |
| | | | | | | 786,005 | |
Retail — 2.4% | | | | | | | | |
ABC-Mart, Inc. | | | 500 | | | | 26,732 | |
Aeon Co., Ltd. | | | 676 | | | | 17,896 | |
Alibaba Health Information Technology, Ltd.* | | | 22,000 | | | | 36,313 | |
ANTA Sports Products, Ltd. | | | 5,561 | | | | 114,228 | |
Astra International Tbk PT, ADR | | | 3,615 | | | | 26,679 | |
Cie Financiere Richemont SA, ADR | | | 12,160 | | | | 133,577 | |
Fast Retailing Co., Ltd. | | | 147 | | | | 96,826 | |
Hennes & Mauritz AB, Class B* | | | 2,490 | | | | 50,001 | |
Industria de Diseno Textil SA, ADR | | | 7,152 | | | | 122,085 | |
Li Ning Co., Ltd. | | | 42,298 | | | | 567,207 | |
McDonald’s Holdings Co. Japan, Ltd. | | | 600 | | | | 28,619 | |
Moncler SpA | | | 774 | | | | 49,559 | |
Next, PLC | | | 352 | | | | 38,280 | |
Nitori Holdings Co., Ltd. | | | 353 | | | | 66,048 | |
Pan Pacific International Holdings Corp. | | | 2,000 | | | | 38,047 | |
Restaurant Brands International, Inc. | | | 3,260 | | | | 209,325 | |
Shimamura Co., Ltd. | | | 300 | | | | 26,442 | |
Sundrug Co., Ltd. | | | 17,900 | | | | 592,448 | |
Swatch Group AG, (The) | | | 11,466 | | | | 3,235,177 | |
TITAN COMPANY, Ltd. | | | 18,915 | | | | 496,903 | |
Tsuruha Holdings | | | 21,300 | | | | 2,674,354 | |
Wal-Mart de Mexico SAB de CV | | | 48,253 | | | | 171,230 | |
Wal-Mart de Mexico SAB de CV, SP ADR | | | 1,129 | | | | 40,147 | |
Welcia Holdings Co., Ltd. | | | 3,272 | | | | 115,385 | |
Yum China Holdings, Inc. | | | 1,728 | | | | 106,376 | |
Zalando SE*(a) | | | 166 | | | | 18,404 | |
| | Number of Shares | | | Value | |
Retail — (Continued) |
Zhongsheng Group Holdings, Ltd. | | | 7,000 | | | $ | 58,527 | |
| | | | | | | 9,156,815 | |
Semiconductors — 7.8% | | | | | | | | |
ASE Technology Holding Co., Ltd. ADR | | | 6,033 | | | | 55,926 | |
ASML Holding NV | | | 1,410 | | | | 1,175,922 | |
ASML Holding NV, ADR | | | 1,129 | | | | 940,502 | |
Infineon Technologies AG | | | 6,174 | | | | 262,875 | |
Mediatek, Inc. | | | 10,000 | | | | 324,272 | |
NVIDIA Corp. | | | 2,950 | | | | 660,357 | |
Rohm Co., Ltd. | | | 40 | | | | 3,845 | |
Samsung Electronic Co., Ltd. | | | 99,019 | | | | 6,537,059 | |
Samsung Electronic Co., Ltd., GDR | | | 3,244 | | | | 5,296,587 | |
SK Hynix, Inc. | | | 917 | | | | 83,961 | |
SUMCO Corp. | | | 34 | | | | 716 | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 224,000 | | | | 4,913,493 | |
Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR | | | 73,574 | | | | 8,756,042 | |
Tokyo Electron, Ltd. | | | 400 | | | | 171,338 | |
Tokyo Electron, Ltd., ADR | | | 1,048 | | | | 112,377 | |
United Microelectronics Corp., SP ADR | | | 36,418 | | | | 414,073 | |
| | | | | | | 29,709,345 | |
Software — 2.2% | | | | | | | | |
Bilibili, Inc., SP ADR* | | | 785 | | | | 62,981 | |
BlackBerry, Ltd.* | | | 10,732 | | | | 122,452 | |
Dassault Systemes SE | | | 2,375 | | | | 135,650 | |
Dassault Systemes SE, ADR | | | 2,450 | | | | 140,115 | |
Kaspi.KZ JSC | | | 6,444 | | | | 737,194 | |
Kingdee International Software Group Co., Ltd.* | | | 8,000 | | | | 29,131 | |
Kingsoft Corp, Ltd. | | | 6,000 | | | | 24,068 | |
NetEase, Inc., ADR | | | 15,430 | | | | 1,503,191 | |
Nexon Co., Ltd. | | | 31,200 | | | | 569,046 | |
Open Text Corp. | | | 2,121 | | | | 116,294 | |
Playtech, PLC* | | | 349,631 | | | | 1,965,067 | |
SAP SE, SP ADR | | | 2,021 | | | | 303,433 | |
SimCorp A/S | | | 15,635 | | | | 2,132,565 | |
TOTVS SA | | | 23,886 | | | | 181,127 | |
Unity Software, Inc.* | | | 2,695 | | | | 341,591 | |
| | | | | | | 8,363,905 | |
Telecommunications — 2.6% | | | | | | | | |
America Movil SAB de CV, Class L, SP ADR | | | 7,257 | | | | 141,947 | |
BCE, Inc. | | | 5,954 | | | | 310,322 | |
Belgacom SA | | | 29,202 | | | | 572,545 | |
The accompanying notes are an integral part of the financial statements.
14
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Continued)
August 31, 2021
| | Number of Shares | | | Value | |
Telecommunications — (Continued) |
Chunghwa Telecom Co., Ltd., SP ADR | | | 10,212 | | | $ | 417,160 | |
Deutsche Telekom AG, SP ADR | | | 5,690 | | | | 121,083 | |
Elisa OYJ | | | 619 | | | | 39,672 | |
GDS Holdings, Ltd., ADR* | | | 1,470 | | | | 85,966 | |
Hikari Tsushin, Inc. | | | 200 | | | | 34,997 | |
KDDI Corp. | | | 69,948 | | | | 2,137,988 | |
Millicom International Cellular SA, SDR* | | | 116 | | | | 4,390 | |
MTN Group, Ltd.* | | | 23,254 | | | | 213,442 | |
NICE Ltd., SP ADR | | | 288 | | | | 83,722 | |
Nippon Telegraph & Telephone Corp. | | | 2,100 | | | | 55,950 | |
Nippon Telegraph & Telephone Corp. ADR | | | 984 | | | | 26,342 | |
Nokia OYJ, SP AD | | | 12,708 | | | | 75,740 | |
Orange SA | | | 5,001 | | | | 56,857 | |
PLDT, Inc., SP ADR | | | 2,630 | | | | 76,401 | |
SK Telecom Ltd., SP ADR | | | 6,177 | | | | 177,836 | |
SoftBank Corp. | | | 7,979 | | | | 106,782 | |
Softbank Group Corp., ADR | | | 7,968 | | | | 225,176 | |
Swisscom AG | | | 318 | | | | 186,646 | |
Tele2 AB, Class B | | | 1,551 | | | | 23,285 | |
Telefonaktiebolaget LM Ericsson, Class B | | | 397,483 | | | | 4,708,230 | |
Telefonaktiebolaget LM Ericsson, SP ADR | | | 2,495 | | | | 29,491 | |
Telefonica SA | | | 9,365 | | | | 46,339 | |
Telenor ASA, ADR | | | 3,481 | | | | 61,161 | |
Turkcell Iletisim Hizmetleri AS, ADR | | | 4,138 | | | | 20,649 | |
| | | | | | | 10,040,119 | |
Toys/Games/Hobbies — 0.1% | | | | | | | | |
Bandai Namco Holdings, Inc. | | | 800 | | | | 55,487 | |
Nintendo Co., Ltd. | | | 200 | | | | 96,088 | |
Nintendo Co., Ltd., ADR | | | 1,152 | | | | 69,212 | |
| | | | | | | 220,787 | |
Transportation — 0.4% | | | | | | | | |
Aurizon Holdings, Ltd. | | | 22,111 | | | | 60,833 | |
Canadian National Railway Co. | | | 3,433 | | | | 403,824 | |
Canadian Pacific Railway, Ltd. | | | 1,055 | | | | 72,573 | |
Central Japan Railway Co. | | | 304 | | | | 44,496 | |
Deutsche Post AG, SP ADR | | | 3,012 | | | | 212,527 | |
DSV PANALPINA A S, ADR | | | 826 | | | | 105,315 | |
East Japan Railway Co. | | | 900 | | | | 60,493 | |
Mitsui OSK Lines, Ltd. | | | 3,000 | | | | 231,230 | |
Poste Italiane SpA(a) | | | 3,442 | | | | 46,666 | |
SG Holdings Co., Ltd. | | | 2,446 | | | | 66,403 | |
Tobu Railway Co., Ltd. | | | 1,000 | | | | 26,071 | |
West Japan Railway Co. | | | 475 | | | | 25,943 | |
| | Number of Shares | | | Value | |
Transportation — (Continued) |
ZTO Express Cayman, Inc., ADR | | | 3,209 | | | $ | 90,526 | |
| | | | | | | 1,446,900 | |
Water — 1.0% | | | | | | | | |
Severn Trent, PLC | | | 1,160 | | | | 44,073 | |
United Utilities Group, PLC | | | 249,463 | | | | 3,627,823 | |
| | | | | | | 3,671,896 | |
TOTAL COMMON STOCKS (Cost $274,493,472) | | | | | | | 351,684,569 | |
| | | | | | | | |
EXCHANGE TRADED FUNDS — 0.2% | | | | |
Diversified Financial Services — 0.2% | | | | |
Ishares MSCI India ETF | | | 10,140 | | | | 492,804 | |
iShares MSCI Saudi Arabia ETF | | | 7,882 | | | | 324,975 | |
| | | | | | | 817,779 | |
TOTAL EXCHANGE TRADED FUNDS | | | | |
(Cost $635,506) | | | | | | | 817,779 | |
| | | | |
PREFERRED STOCKS — 0.6% | | | | |
Auto Manufacturers — 0.0% | | | | | | | | |
Porsche Auto SE 2.529% | | | 851 | | | | 86,094 | |
Banks — 0.1% | | | | | | | | |
Banco Bradesco SA, ADR 4.885% | | | 40,500 | | | | 181,440 | |
Bancolombia SA, SP ADR 2.105% | | | 1,414 | | | | 47,016 | |
| | | | | | | 228,456 | |
Chemicals — 0.2% | | | | | | | | |
Fuchs Petrolub SE 2.289% | | | 11,703 | | | | 592,253 | |
Cosmetics/Personal Care — 0.2% | | | | |
LG Household & Health Care, Ltd. 1.627% | | | 1,589 | | | | 940,922 | |
Electronics — 0.0% | | | | | | | | |
Sartorius AG 0.124% | | | 88 | | | | 57,975 | |
Iron/Steel — 0.1% | | | | | | | | |
Gerdau SA, SP ADR 4.639% | | | 72,307 | | | | 391,904 | |
TOTAL PREFERRED STOCKS (Cost $2,174,845) | | | | | | | 2,297,604 | |
| | | | | | | | |
The accompanying notes are an integral part of the financial statements.
15
AQUARIUS INTERNATIONAL FUND
Portfolio of Investments (Concluded)
August 31, 2021
| | Number of Shares | | | Value | |
SHORT-TERM INVESTMENTS — 7.7% | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(b) | | | 29,287,752 | | | $ | 29,287,752 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $29,287,752) | | | | | | | 29,287,752 | |
TOTAL INVESTMENTS — 100.3% | | | | |
(Cost $306,591,575) | | | | | | | 384,087,704 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.3)% | | | | | | | (1,263,971 | ) |
NET ASSETS — 100.0% | | | | | | $ | 382,823,733 | |
* | 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, 2021, total market value of Rule 144A securities is $7,074,817 and represents 1.85% of net assets. |
(b) | The rate shown is as of August 31, 2021. |
ADR | American 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, 2021
ASSETS | | | | |
Investments, at value (cost $277,303,823) | | $ | 354,799,952 | |
Short-term investments, at value (cost $29,287,752) | | | 29,287,752 | |
Foreign currency at value (cost $192,247) | | | 202,418 | |
Receivables for: | | | | |
Dividends | | | 1,240,116 | |
Investments sold | | | 1,410,376 | |
Capital shares sold | | | 359,969 | |
Prepaid expenses and other assets | | | 26,273 | |
Total assets | | | 387,326,856 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Investments purchased | | | 4,227,621 | |
Sub-advisory fees | | | 150,667 | |
Other accrued expenses and liabilities | | | 124,835 | |
Total liabilities | | | 4,503,123 | |
Net assets | | $ | 382,823,733 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 31,969 | |
Paid-in capital | | | 312,791,984 | |
Total distributable earnings/(loss) | | | 69,999,780 | |
Net assets | | $ | 382,823,733 | |
| | | | |
CAPITAL SHARES: | | | | |
Net Assets | | $ | 382,823,733 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 31,968,659 | |
Net asset value, offering and redemption price per share | | $ | 11.97 | |
The accompanying notes are an integral part of the financial statements.
17
AQUARIUS INTERNATIONAL FUND
Statement of Operations
FOR THE Year ENDED August 31, 2021
INVESTMENT INCOME | | | | |
Dividends (net of foreign taxes withheld of $710,264) | | $ | 6,099,857 | |
Total investment income | | | 6,099,857 | |
| | | | |
EXPENSES | | | | |
Sub-advisory fees (Note 2) | | | 1,584,876 | |
Custodian fees (Note 2) | | | 308,881 | |
Administration and accounting services fees (Note 2) | | | 248,255 | |
Transfer agent fees (Note 2) | | | 61,377 | |
Legal fees | | | 46,116 | |
Director fees | | | 39,609 | |
Audit fees | | | 39,406 | |
Registration and filing fees | | | 29,331 | |
Officer fees | | | 27,438 | |
Printing and shareholder reporting fees | | | 5,194 | |
Other expenses | | | 98,911 | |
Total expenses | | | 2,489,394 | |
Net investment income/(loss) | | | 3,610,463 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments and foreign currency transactions | | | 13,243,783 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 44,996,998 | |
Net realized and unrealized gain/(loss) on investments | | | 58,240,781 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 61,851,244 | |
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, 2021 | | | For the Year Ended August 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | 3,610,463 | | | $ | 2,536,880 | |
Net realized gain/(loss) from investments and foreign currency transactions | | | 13,243,783 | | | | (10,909,975 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 44,996,998 | | | | 36,219,749 | |
Net increase/(decrease) in net assets resulting from operations | | | 61,851,244 | | | | 27,846,654 | |
| | | | | | | | |
DIVIDEND AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (2,348,112 | ) | | | (2,498,204 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (2,348,112 | ) | | | (2,498,204 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 55,323,661 | | | | 111,312,020 | |
Reinvestment of distributions | | | 1,902,390 | | | | 1,933,346 | |
Shares redeemed | | | (12,861,612 | ) | | | (23,012,232 | ) |
Net increase/(decrease) in net assets resulting from capital share transactions | | | 44,364,439 | | | | 90,233,134 | |
Total increase/(decrease) in net assets | | | 103,867,571 | | | | 115,581,584 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 278,956,162 | | | | 163,374,578 | |
End of period | | $ | 382,823,733 | | | $ | 278,956,162 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | 4,875,177 | | | | 12,830,560 | |
Shares reinvested | | | 175,659 | | | | 199,314 | |
Shares redeemed | | | (1,170,002 | ) | | | (2,575,314 | ) |
Net increase/(decrease) in shares | | | 3,880,834 | | | | 10,454,560 | |
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, 2021 | | | 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 | | $ | 9.93 | | | $ | 9.27 | | | $ | 9.61 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | 0.12 | | | | 0.12 | | | | 0.14 | | | | 0.08 | |
Net realized and unrealized gain/(loss) from investments | | | 2.00 | | | | 0.67 | | | | (0.35 | ) | | | (0.47 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 2.12 | | | | 0.79 | | | | (0.21 | ) | | | (0.39 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.08 | ) | | | (0.13 | ) | | | (0.13 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.08 | ) | | | (0.13 | ) | | | (0.13 | ) | | | — | |
Net asset value, end of period | | $ | 11.97 | | | $ | 9.93 | | | $ | 9.27 | | | $ | 9.61 | |
Total investment return/(loss)(3) | | | 21.46 | % | | | 8.61 | % | | | (2.12 | )% | | | (3.90 | )%(4) |
| | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s) | | $ | 382,824 | | | $ | 278,956 | | | $ | 163,375 | | | $ | 176,968 | |
Ratio of expenses to average net assets | | | 0.75 | % | | | 0.75 | % | | | 0.94 | % | | | 0.80 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | 1.08 | % | | | 1.24 | % | | | 1.56 | % | | | 2.21 | %(5) |
Portfolio turnover rate | | | 48 | % | | | 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, 2021
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-nine 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Financial Statements is the fiscal period end August 31, 2021 (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, 2021
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 | | $ | 351,684,569 | | | $ | 87,157,307 | | | $ | 264,527,262 | | | $ | — | |
ETF | | | 817,779 | | | | 817,779 | | | | — | | | | — | |
Preferred Stock | | | 2,297,604 | | | | 1,212,613 | | | | 1,084,991 | | | | — | |
Short-Term Investments | | | 29,287,752 | | | | 29,287,752 | | | | — | | | | — | |
Total Investments* | | $ | 384,087,704 | | | $ | 118,475,451 | | | $ | 265,612,253 | | | $ | — | |
* | 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, 2021
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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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.
23
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2021
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.
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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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 $1,584,876, or the rate of 0.47%.
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 $86,873.
24
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2021
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.
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Fund’s shares pursuant to a Distribution Agreement with RBB.
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 |
$186,476,094 | $147,845,967 |
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, 2021, the federal tax cost, which includes foreign currency, 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) |
$310,464,557 | $89,139,805 | $(15,314,240) | $73,825,565 |
25
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
August 31, 2021
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, 2021, primarily attributed to foreign currency. There were no permanent differences between distributable earnings/(loss) and paid in capital.
As of August 31, 2021, 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 |
$4,089,153 | $— | $(7,914,938) | $73,825,565 | $— |
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 year ended August 31, 2021 were as follows:
| ORDINARY INCOME | LONG-TERM GAINS | TOTAL |
2021 | $2,348,112 | $— | $2,348,112 |
2020 | 2,498,204 | — | 2,498,204 |
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. The Aquarius International Fund had utilized $13,038,768. As of August 31, 2021, the Fund had short-term capital loss carryforwards of $7,914,938.
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund. When fully implemented, Rule 18f-4 may require changes in how the Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect
26
AQUARIUS INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
August 31, 2021
to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s financial statements.
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 subsequent events.
27
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 (one of the funds constituting The RBB Fund, Inc., hereafter referred to as the “Fund”) as of August 31, 2021, the related statement of operations for the year ended August 31, 2021, the statement of changes in net assets for each of the two years in the period ended August 31, 2021, including the related notes, and the financial highlights for each of the three years in the period ended August 31, 2021 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, 2021, 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, 2021 and the financial highlights for each of the three years in the period ended August 31, 2021 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, 2021 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, 2021
We have served as the auditor of one or more Altair Advisers, LLC investment companies since 2015.
28
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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2021. During the fiscal year ended August 31, 2021, the following dividends and distributions were paid by the Fund:
Ordinary Income | Long-Term Gains |
$2,348,112 | $— |
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, 2021 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 2021. 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 2022.
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 $699,474 and earned $6,810,232 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.
29
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 and Sub-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 (1) the renewal of the investment advisory agreement between Altair Advisers LLC (“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 12-13, 2021 (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 between the Company and Altair with respect to the Fund, and the Sub-Advisory Agreements between Altair and each Sub-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 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.
30
AQUARIUS INTERNATIONAL FUND
Other Information (Unaudited) (CONCLUDED)
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 underperformed its primary benchmark for the year-to-date and one-year periods ended March 31, 2021. The Directors also considered the Fund’s 1st and 3rd quintile rankings within its Lipper Performance Group for the one-year and two-year periods ended December 31, 2020, respectively.
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 1st 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 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 Agreement.
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, 2022.
31
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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). |
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 |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | Chairman
Director | 2005 to present
1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
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 |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
34
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 |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
35
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 has served 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.
36
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 |
37
AQUARIUS INTERNATIONAL FUND
PRIVACY NOTICE (UNAUDITED) (CONCLUDED)
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. |
38
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
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-AR21
Boston Partners Investment Funds
of The RBB Fund, Inc.
Annual Report
August 31, 2021
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
Boston Partners Global Equity Advantage Fund
BOSTON PARTNERS INVESTMENT FUNDS
Table of Contents
BOSTON PARTNERS INVESTMENT FUNDS
GENERAL MARKET COMMENTARY
Dear Shareholder,
The fiscal year that ended on August 31, 2021 saw a plethora of potential market moving news events brought to the forefront: a highly contested presidential election, the release of COVID-19 (“COVID”) vaccines, the storming of the U.S. Capital, new waves of COVID variant infections, massive fiscal support initiatives, lockdowns and re-openings, virtual work and schooling, a “V” shaped economic recovery, a surge in stock earnings, a jump in inflation, U.S. Federal Reserve (“Fed”) bond purchase “taper talk”, a crackdown on “big-tech” companies in China, the U.S. exit from Afghanistan and the continuation of partisan bickering out of Washington D.C, all of which we believe impacted investor psyche’s at one point or another during the course of the year.
With no vaccines available, the fiscal year started poorly with the S&P 500 Index (“S&P”) falling by a cumulative -6.38% during the months of September and October 2020 as the end of summer brought a new wave of COVID infections and restrictions. Then, on November 9, 2020, a ray of hope emerged when Pfizer announced that the company had developed a vaccine that was more than 90% effective in preventing infections from COVID-19. From there the stock market was “off to the races” with gains in the next nine out of the next ten months that produced a return of +40.07% for the S&P over the ten-month period, helping to lift the return of the S&P to +31.15% for the year.
There was abundant fiscal support over the reporting period as a $900 billion stimulus bill was passed in December 2020 followed by a fifth major stimulus package, the $1.9 trillion American Rescue Plan, that was signed into law by President Biden on March 11, 2021.
Jerome Powell and the Fed continued to expand the Fed’s balance sheet from $7.071 trillion dollars on August 31, 2020 to $8.349 trillion on August 30, 2021 and by holding the Fed Funds rate steady.
While Chairman Powell and the Fed were able to anchor short rates, they did not prevent the increase in interest rates that occurred over the coupon paying portion of the Treasury yield curve, as the yield on securities with maturities ranging from 2-years to 30-years increased by an average of 45 basis points (0.45%) during the course of the fiscal year, largely as a response to a surge in the consumer price index (“CPI”) over the period, from an August 2020 low of 1.3% to 5.3% during August 2021.
The jump in rates led to a loss for bonds with the Bloomberg Treasury Bond Index falling by -2.11% over the year and the Bloomberg Aggregate Bond Index dropping by -0.08%, which we believe helped to promote the “TINA” concept of “there is no alternative” to stocks.
All eleven sectors that comprise the S&P posted gains for the fiscal year, led by the financials sector, which gained +56.48%, benefiting not only from the overall increase in interest rates, but also from a steepening of the Treasury yield curve that saw the yield differential between 2-year maturities and 10-year maturities increase by 52 basis points (0.52%) during the fiscal year. Higher rates and a steeper yield curve are two components that may help drive bank profits.
We believe the “risk-on” mentality of investors led to return rankings for the one-year period ending on August 31, 2021 as follows: Small-capitalization stocks beat large-capitalization stocks (Russell 2000 Index: +47.05%; Russell 1000 Index: +32.24%); Value outpaced Growth as the Russell 1000 Value, the Russell Mid-Cap Value, and the Russell 2000 Value indices outpaced their growth counterparts by an average of +13.71% across the three capitalization ranges; low-quality stocks beat high-quality stocks (Standard & Poor’s “B” or lower +51.03%; Standard & Poor’s “B+” or higher: +42.13%) and domestic stocks beat international stocks both in local currency and U.S. dollar terms - MSCI EAFE: +28.14% (local); +26.65% ($USD); MSCI EM: +18.63% (local), +21.49% ($USD). Both developed international and emerging market bourses were negatively impacted by low vaccination rates which impeded economic growth on a relative basis.
Looking Ahead
When looking out over the investment horizon, we believe that there are at least six areas that could impact the economy and/or the markets (in no particular order):
| 1) | COVID – The combination of a drop in vaccination levels and the prevalence of the highly infectious Delta variant has once again led to lower airline flight bookings, fewer restaurant reservations, concert cancellations and renewed mask restrictions across many cities and states, damaging consumer confidence and dampening the overall level of business activity. President Biden has unveiled a six-part plan to combat the spread of the Delta variant that includes requiring vaccinations for all federal workers and millions of contractors who do business with the federal government, vaccinations for health care workers at Medicare and Medicaid participating facilities and a requirement that all employers with 100+ employees ensure their workers are vaccinated or tested weekly. It remains an open question as to when COVID will be transformed from pandemic to endemic status. Until then, we believe that the spread of COVID will continue to promote “fits and starts” in economic activity. |
| 2) | Inflation – At 5.4%, the reading for CPI on a year-over -year basis is the highest it has been since July 2008 and core personal consumption expenditures at 3.6% remains well above the Fed’s target of 2.0%. While surging prices in categories like new and used cars may subside in the near term, upward pressure on housing costs remains, as both rents and home prices continue to advance at a double-digit pace. |
| 3) | The Fed – In a speech after the Fed’s annual symposium in Jackson Hole, Wyoming, Chairman Powell made it clear that the tapering of bond purchases would commence by year-end 2021, but that the decision to hike rates remained in the distant future. Some investors continue to ignore what we believe will be a second critical maneuver by the Fed, that being the process |
Annual Report 2021 | 1
BOSTON PARTNERS INVESTMENT FUNDS
GENERAL MARKET COMMENTARY (concluded)
of “balance sheet normalization” in which the Fed sells bonds from its inventory into the open market, a step that has traditionally occurred prior to an increase in rates. When discussing inflation, we believe the Fed’s definition of “transitory” is opaque at best.
| 4) | Washington – While the passage of a $1 trillion dollar bipartisan spending bill (inclusive of $550 billion in new infrastructure spending) looks probable, we believe the same cannot be said for President Biden’s $3.5 trillion spending plan that targets a variety of social stability areas. While the bill is poised to pass via the process of reconciliation, significant push back from democratic Senators Krysten Simema and Joe Manchin makes that outcome increasingly unlikely, at least at the current proposed level of spending. With President Biden’s job approval rating falling precipitously post-Afghanistan withdrawal, we believe there are concerns about the ability of his administration to pass any significant legislation. How the spending will be paid for (i.e., taxes) is also an open question mark. The failure of either bill is not priced in the market. It is also expected that Republicans will not vote to increase the U.S. debt ceiling. In 2011, when the U.S. faced a similar set of circumstances, the risk of default weighed heavily on the markets. |
| 5) | Earnings – Year-over-year growth of reported earnings have been nothing short of spectacular, with companies comprising the S&P reporting Q1 ’21 gains of +51.9%, Q2 gains of +90.8% and expectations of +27.9% and +21.5% in gains for Q3 and Q4 respectively. When looking into calendar year 2022, earnings per share growth for the S&P is projected to be +9.5%, but that is down from the +11.5% expected at the end of the second quarter 2021. We believe that the market could absorb further earnings expectation downgrades, but only if actual earnings continue to surprise on the upside. |
| 6) | Technicals – While open questions remain as to what may or may not drive the markets in 2022, since 1954 when the S&P has risen by 15% or more through August in any given year, the index went on to gain an additional 4% on average for the remainder of the calendar year, some 86% of the time (12 out of 14 years). Additional gains from August through February of the following year were somewhat less certain, occurring 71% of the time (10 out of 14 years). On the negative side, the S&P has gone over ten months without a 5% pullback, something which has historically occurred every three to four months on average, i.e., the recent rally has become somewhat “long of tooth”. We believe that a pullback from these levels should not surprise anyone. The S&P has challenged its 50-day moving average six times in 2021....each time the dip was bought. |
Past Performance is not a guarantee of future results.
Opinions expressed herein are as of August 31, 2021 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 the Far East.
2 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS SMALL CAP VALUE FUND II (unaudited)
Dear Shareholder,
The Boston Partners Small Cap Value Fund II (“Fund”) returned 54.40% for the fiscal year ended August 31, 2021, net of fees, below its benchmark, the Russell 2000® Value Index (“Index”), which returned 59.49% for the fiscal year.
For the reporting period, absolute performance for the Fund was significant, however relative performance lagged due to stock selection primarily in the Materials, Consumer Discretionary and Consumer Staples sectors. Within the Materials sector, a lack of metals & mining companies detracted as the Index holdings returned 86.2% largely from rising commodity prices. Our chemical holdings such as Valvoline Inc. (50.6% return) and Huntsman Corp. (25.5% return) performed well but lagged the 72.3% return of the holdings in the Index. Within the Consumer Discretionary sector, not owning meme stocks such as GameStop detracted as the stock rose an astounding 3,036.4%, along with AMC Entertainment in the Communication Services sector, which was up 701.5%. AMC and GameStop, which were held by the Index, detracted approximately -1.77% from relative performance. The stocks did not fit our investment criteria, exhibiting increasingly high valuations and very poor fundamentals (e.g., reporting quarterly losses for much of the period), as well as having too large of a market capitalization for the Fund. At times during the period, GameStop’s market capitalization exceeded $15 billion and AMC Entertainment reached over $20 billion. In contrast, one of the strategy’s top contributors, Lithia Motors, posted a near record profit per unit during the period and beat earnings estimates each quarter.
The primary sector contributing to relative performance via stock selection was Financials. The Fund’s diversified consumer finance and insurance holdings added value including student lenders SLM Corp. and Navient Corp. SLM and Navient delivered strong revenues and earnings, providing attractive capital return to shareholders. Credit continued to perform better than expected as loan charge-offs and delinquencies declined, while fundamentals for the companies remained solid. Another top contributor, municipal bond insurer Assured Guaranty, rose on strength in the insurance business from higher premiums and lower losses.
The Fund’s allocation across sectors added to relative performance for the fiscal year led by an underweight to the Utilities and Real Estate sectors, which lagged the Index. We found opportunities elsewhere, seeking higher quality companies with more attractive valuations coupled with better business models and growth outlook. This led to overweights to sectors such as Information Technology and Energy, which returned 68.0% and 85.3% for the Index, adding to relative performance.
During the period, valuation spreads across the market were still quite wide, providing opportunities and a good stock picking environment. Our portfolio management team purchased stocks that exhibited attractive valuation, strong fundamentals and positive business momentum and sold stocks when our sell discipline was triggered. Our team found many opportunities in sectors such as Energy, Financials and Industrials. For example, we purchased Viper Energy and Whiting Petroleum Corporation. Viper Energy owns oil and gas properties in North America and was trading at a very attractive valuation, with double-digit free cash flow, and management was improving its balance sheet and returning cash to shareholders. In the Financials sector, the team added asset manager Artisan Partners, which produced margins
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Graphic Packaging Holding Co. | 2.2 | % |
WESCO International, Inc. | 2.1 | % |
Concentrix Corp. | 1.8 | % |
Valvoline, Inc. | 1.6 | % |
SLM Corp. | 1.6 | % |
Navient Corp. | 1.4 | % |
ABM Industries, Inc. | 1.4 | % |
Assured Guaranty Ltd. | 1.4 | % |
SYNNEX Corp. | 1.4 | % |
Envista Holdings Corp. | 1.3 | % |
| | |
Portfolio Review (as of 8/31/21) | | |
P/E: Price/Earnings: | 12.8 | x |
P/B: Price/Book: | 1.9 | x |
Holdings: | 168 | |
Weighted Average Market Capitalization (millions): | $3,886 | |
ROE: Return on Equity: | 18.1 | % |
OROA: Operating Return on Operating Assets: | 53.5 | % |
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.
in the low 40s and 100% payout of its free cashflow through dividends, generating a 10% yield. Investment performance of its products were good with fundamentals improving, along with momentum on rising equity markets and assets, and an attractive valuation at 10x 2022 earnings per share. We sold several financials investments, including pawn lender FirstCash and Reinsurance Group of America (“RGA”). FirstCash was sold on weakening fundamentals as stimulus checks allowed consumers to close out loans. RGA performed well and was sold on market capitalization increasing to over $8.5 billion. Stocks that reached our target price and were liquidated included construction and engineering firm Aegion Corp. and Mastec within the Industrials sector.
We have worked to avoid expensive, unprofitable companies in the small cap universe for the Fund even though these have led returns in certain recent periods. We believe high quality companies, selling at discounted valuations, that produce positive free cash flow and exhibit solid balance sheets, will outperform over the long term. As always, we strive to construct the portfolio with better valuation, fundamentals, and positive business momentum than the benchmark. We look forward to updating you on the investment opportunities we are uncovering for the Fund in the future.
Sincerely,
David Dabora, CFA & George Gumpert, CFA
Portfolio Managers for the Boston Partners Small Cap Value Fund II
Annual Report 2021 | 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, 2011 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, 2021 |
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Small Cap Value Fund II | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 54.40 | % | | | 10.56 | % | | | 12.34 | % | | | 1.09 | % | | | 0.99 | % |
Russell 2000® Value Index | | | 59.49 | % | | | 11.66 | % | | | 12.14 | % | | | n/a | | | | n/a | |
Russell 2000® Index(1) | | | 47.08 | % | | | 14.38 | % | | | 13.62 | % | | | 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 0.99% 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, 2022 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”). 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 2021
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, 2011 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, 2021 |
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Small Cap Value Fund II | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | 54.01 | % | | | 10.29 | % | | | 12.06 | % | | | 1.34 | % | | | 1.24 | % |
Russell 2000® Value Index | | | 59.49 | % | | | 11.66 | % | | | 12.14 | % | | | n/a | | | | n/a | |
Russell 2000® Index(1) | | | 47.08 | % | | | 14.38 | % | | | 13.62 | % | | | 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 1.24% 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, 2022 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 1.24% 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 2021 | 5
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT EQUITY FUND (unaudited)
Dear Shareholder,
The Boston Partners Long/Short Equity Fund (“Fund”) -Institutional Class shares returned 29.08% net of fees while averaging 57% net long exposure for the fiscal year ended August 31, 2021. This compares to the 31.17% return posted by the S&P 500® Index (the “S&P 500”) during the same period.
The fiscal year was marked by strong equity market returns, as the S&P 500 rose sharply following the announcement of a successful COVID-19 vaccine in the fall of 2020; investors seemingly began to anticipate nearing the end of the pandemic, while U.S. long-term interest rates moved appreciably higher from historic lows, and more economically sensitive value equities reasserted long-awaited leadership over their expensive growth counterparts. All eleven sectors that comprise the S&P 500 posted gains for the fiscal year, led by Financials which gained +56.48%, the sector benefiting not only from the overall increase in interest rates, but also from a steepening of the Treasury yield curve that saw the yield differential between 2-year maturities and 10-year maturities increase by 52 basis points (0.52%) during the fiscal year; higher rates and a steeper yield curve are two components that help drive bank profits.
The Fund’s long holdings rose in price approximately 51.45% during the fiscal year and strongly outperformed the S&P 500. Top contributors included holdings in the Financials, Technology, and Industrials sectors. Financials were led by U.S. banks and brokers, which benefitted from rising rates and improving net interest margins along with strong earnings growth driven by credit reserve releases and robust mortgage and capital markets activity. Technology gains were driven by IT services and electronic equipment firms reporting positive earnings surprises and a relatively improved global trade outlook. Industrials gains came from a number of industries experiencing growing end market demand, including staffing agencies, contracting services, and building materials.
The Fund’s short holdings were up in price approximately 40.11% and detracted from Fund returns during the fiscal year. We aim to short expensive stocks with earnings risk and weak profitability, and many of these stocks soared higher in price during the year. Technology, Consumer Discretionary, and Health Care sectors shorts were the leading detractors from performance during the fiscal year. Within the Technology sector, SMID-cap software shorts with strong revenue growth and weak profitability appreciated and detracted from returns. In the Consumer Discretionary sector, several retailers and auto-related businesses rose in price amid strong demand, though we see many names with competitive risks and premium valuations in the sector. In Health Care, small cap equipment and services firms rebounded following strong revenue announcements.
The Fund began the fiscal year with 66% net long exposure and ended with 60% net long exposure, a decrease attributable to increasing the number of short positions during the fiscal year. At the end of the fiscal year the largest exposures in the long portfolio resided in the Finance, Technology, and Consumer Discretionary sectors, while the largest short exposures were in the Technology, Consumer Discretionary, and Communication Services sectors. Our bottom-up value discipline has yielded a
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Stride, Inc. | 2.6 | % |
Facebook, Inc., Class A | 2.4 | % |
Canadian Natural Resources Ltd. | 1.8 | % |
Newmark Group, Inc., Class A | 1.7 | % |
CVS Health Corp. | 1.6 | % |
Stifel Financial Corp. | 1.6 | % |
HCA Healthcare, Inc. | 1.5 | % |
Anthem, Inc. | 1.5 | % |
Novartis AG - SP ADR | 1.5 | % |
Citigroup, Inc. | 1.4 | % |
Portfolio Review (as of 8/31/21) | | Long | | | Short | |
P/E: Price/Earnings: | | 12.5 | x | | 31.5 | x |
P/B: Price/Book: | | 2.1 | x | | 7.7 | x |
Holdings: | | 131 | | | 67 | |
Weighted Average Market Capitalization (millions): | | $72,566 | | | $12,980 | |
ROE: Return on Equity: | | 18.9 | % | | –31.6 | % |
OROA: Operating Return on Operating Assets: | | 82.6 | % | | –166.3 | % |
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.
long portfolio that we believe is attractive relative to the short portfolio from both a valuation and profitability standpoint.
We have for several years held the view that the U.S. equity market needed to break out of the status quo that significantly favored growth over value since 2017 - a flattening yield curve and sluggish yet positive growth. We believe that we are now 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 wide valuation spreads (the price/earnings multiple differential between cheap and expensive stocks), historically low interest rates (a negative real U.S. 10-year Treasury yield!) and trillions of fiscal and monetary stimulus exerting upward pressure on inflation and interest rates, we believe the prospects for value investing are quite bright.
The Fund’s portfolio managers 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 they deem likely to fail due to a combination of valuation risk,
6 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT EQUITY FUND (unaudited) (continued)
earnings risk, and/or balance sheet risk. Our analysis process is bottom-up and rooted in the three circles 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,
Robert Jones, CFA & Patrick Regan, CFA
Portfolio Managers for the Boston Partners Long/Short Equity Fund
Annual Report 2021 | 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, 2011 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, 2021 |
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 29.08 | % | | | 3.29 | % | | | 5.86 | % | | | 2.74 | % | | | 2.28 | % |
S&P 500® Index | | | 31.17 | % | | | 18.02 | % | | | 16.34 | % | | | 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 (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, 2022 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 1.96% 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 2021
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, 2011 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, 2021 |
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | 28.71 | % | | | 3.03 | % | | | 5.59 | % | | | 2.99 | % | | | 2.53 | % |
S&P 500® Index | | | 31.17 | % | | | 18.02 | % | | | 16.34 | % | | | 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 (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, 2022 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 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 2021 | 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 26.37% net of fees while averaging 57% net long exposure for the fiscal year ended August 31, 2021. This compares to the 31.17% return posted by the S&P 500® Index (“S&P 500”) during the same period.
The fiscal year was marked by strong equity market returns, as the S&P 500 rose sharply following the announcement of a successful COVID-19 vaccine in the fall of 2020; investors seemingly began to anticipate nearing the end of the pandemic, while U.S. long-term interest rates moved appreciably higher from historic lows, and more economically sensitive value equities reasserted long-awaited leadership over their expensive growth counterparts. All eleven sectors that comprise the S&P 500 posted gains for the fiscal year, led by Financials which gained +56.48%, the sector benefiting not only from the overall increase in interest rates, but also from a steepening of the Treasury yield curve that saw the yield differential between 2-year maturities and 10-year maturities increase by 52 basis points (0.52%) during the year; higher rates and a steeper yield curve are two components that help drive bank profits.
The Fund’s long holdings rose in price approximately 48.59% during the fiscal year and strongly outperformed the S&P 500. Top contributors included holdings in the Financials, Technology, and Industrials sectors. Financials were led by U.S. banks, which benefitted from rising rates and improving net interest margins along with strong earnings growth driven by credit reserve releases and robust mortgage and capital markets activity. Technology gains were driven by semiconductors and semiconductor manufacturing equipment holdings on strengthening demand from a variety of end markets. Industrials gains came from a number of industries experiencing growing end market demand, including staffing agencies, agricultural and construction machinery, and building materials.
The Fund’s short holdings were up in price approximately 38.99% and detracted from Fund returns during the fiscal year. We aim to short expensive stocks with earnings risk and weak profitability, and many of these stocks soared higher in price during the year. Financials, Consumer Discretionary, and Materials sector shorts were the leading detractors from performance during the fiscal year. Within the Financials sector, several regional bank shorts benefitted from rising rates and improving credit conditions. In the Consumer Discretionary sector, several retailers and auto-related businesses rose in price amid strong demand, though we see many names with competitive risks and premium valuations in the sector. Several of the more capital intensive, leveraged chemicals and industrial metals names in the Materials sector benefitted from a pronounced “high beta rally” earlier in the fiscal year, and we continue to maintain short exposure to many of these names as we expect business momentum to diminish.
The Fund began the fiscal year with 47% net long exposure and ended with 59% net long exposure, an increase attributable to covering several shorts during the fiscal year. At the end of the fiscal year, the largest exposures in the long portfolio resided in the Finance, Technology, and Industrials sectors, while the largest short exposures were in the Finance, Consumer
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Facebook, Inc., Class A | 2.8 | % |
Alphabet, Inc., Class A | 1.6 | % |
Philip Morris International, Inc. | 1.2 | % |
Ameriprise Financial, Inc. | 1.2 | % |
Alphabet, Inc., Class C | 1.2 | % |
UnitedHealth Group, Inc. | 1.2 | % |
Coca-Cola European Partners PLC | 1.1 | % |
AbbVie, Inc. | 1.1 | % |
ASGN, Inc. | 1.0 | % |
Canadian National Railway Co. | 1.0 | % |
Portfolio Review (as of 8/31/21) | | Long | | | Short | |
P/E: Price/Earnings: | | 14.4 | x | | 21.3 | x |
P/B: Price/Book: | | 2.6 | x | | 2.6 | x |
Holdings: | | 217 | | | 91 | |
Weighted Average Market Capitalization (millions): | | $137,399 | | | $82,443 | |
ROE: Return on Equity: | | 20.8 | % | | 2.1 | % |
OROA: Operating Return on Operating Assets: | | 78.0 | % | | –14.1 | % |
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.
Discretionary, and Materials sectors. We continue to favor large-caps 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 U.S. equity market needed to break out of the status quo that significantly favored growth over value since 2017 - a flattening yield curve and sluggish yet positive growth. We believe that we are now 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 wide valuation spreads (the price/earnings multiple differential between cheap and expensive stocks), historically low interest rates (a negative real U.S. 10-year Treasury yield!) and trillions of fiscal and monetary stimulus
10 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS LONG/SHORT RESEARCH FUND (unaudited) (continued)
exerting upward pressure on inflation and interest rates, we believe the prospects for value investing are quite bright.
The Fund’s portfolio managers 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 they deem 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 circles 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 2021 | 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 August 31, 2011 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, 2021 |
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 26.37 | % | | | 3.55 | % | | | 6.30 | % | | | 2.21 | % | | | 2.21 | % |
S&P 500 Index | | | 31.17 | % | | | 18.02 | % | | | 16.34 | % | | | 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 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, 2022 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 2021
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 August 31, 2011 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, 2021 |
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | 25.98 | % | | | 3.31 | % | | | 6.04 | % | | | 2.46 | % | | | 2.46 | % |
S&P 500® Index | | | 31.17 | % | | | 18.02 | % | | | 16.34 | % | | | 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 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, 2022 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 2021 | 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, 2021. The Fund generated a net return of 39.91% for its Institutional Class shares during the past year, versus its Benchmark’s return of 37.78%.
During the fiscal year ended August 31, 2021, stock selection within the Information Technology, Energy, and Consumer Discretionary sectors were the primary drivers of the Fund’s outperformance. Within the Information Technology sector, manufacturing services firm, Jabil, appreciated over 82% as investors recognized opportunities in lower valuation companies with strong levels of cash flow and accelerating sales. Our position in contract manufacturer, Flex, contributed positively as the company’s recently hired CEO is diversifying the business into industrial, auto, and medical which should lead to more predictable returns on capital. In the Energy sector, mid cap exploration and production companies, Cimarex, Diamondback, and Marathon Oil added value as oil prices have improved considerably, and excess supply continues to be absorbed. In the Consumer Discretionary sector, flooring manufacturer, Mohawk Industries, has experienced strong demand during the current residential housing rebound. The Fund’s investment in shoe retailer, Foot Locker, also benefited relative performance as the company is seeing accelerating demand and trends are expected to continue. Additionally, sector allocation contributed positively to relative performance during the fiscal year. The Fund’s underweight positioning in the Consumer Staples and Utilities sectors added value, as these sectors trailed the market during the economic rebound. Similarly, the Fund’s overweight positioning to the Financials sector proved beneficial.
Stock selection in Health Care and Industrials sectors detracted from relative performance during the fiscal year. In Health Care, pharmaceutical companies Novartis and Merck underperformed as investors have been preoccupied with “reopening” stocks and have not paid attention to the inexpensive, high quality cash flow characteristics of the pharmaceutical industry. We continue to hold these positions. Health insurance companies, Humana and Centene, underperformed due to speculation that reimbursement rates for government health plans may be less than expected in a new Democratic administration. Within Industrials, US. Federal IT suppliers Science Applications International and Leidos have lagged after announcing somewhat disappointing earnings, and investors are seeking out industrial holdings with more economic sensitivity. Our overweight allocation to Health Care also detracted from relative performance during the fiscal year.
Over the course of the fiscal year, we bought and sold companies when opportunities that fit our three-circle criteria presented themselves or if our sell discipline was triggered. In the Energy sector, we added integrated producers BP and Royal Dutch, and exploration and production companies, ConocoPhillips and Devon. The group appears inexpensive by historical standards and due to a lack of near-term investment and an improving global economy, the supply/demand dynamics appear to be lining up for increasing oil prices from now through 2022. We are taking a diversified approach to investing in the sector by buying a basket of what we believe are attractively
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Johnson & Johnson | 3.1 | % |
Bank of America Corp. | 2.4 | % |
Medtronic PLC | 2.3 | % |
JPMorgan Chase & Co. | 2.0 | % |
Pfizer, Inc. | 1.7 | % |
American International Group, Inc. | 1.5 | % |
Citigroup, Inc. | 1.4 | % |
Goldman Sachs Group, Inc., (The) | 1.4 | % |
UnitedHealth Group, Inc. | 1.4 | % |
AbbVie, Inc. | 1.3 | % |
| | |
Portfolio Review (as of 8/31/21) | | |
P/E: Price/Earnings: | 13.8 | x |
P/B: Price/Book: | 2.4 | x |
Holdings: | 145 | |
Weighted Average Market Capitalization (millions): | $114,707 | |
ROE: Return on Equity: | 20.0 | % |
OROA: Operating Return on Operating Assets: | 97.7 | % |
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.
priced companies. In the Health Care sector, we sold our position in GlaxoSmithKline, despite an attractive valuation and dividend yield, as the company’s revenues have continued to be disappointing. We sold Jazz Pharmaceuticals as the company exceeded our price target and Lab Corp. after the company benefited from strong COVID testing demands. In the Communication Services sector, we sold wireless provider, T-Mobile, as the company approached our price target. T-Mobile outperformed as its acquisition of Sprint has been integrated and the company has been able to cut costs and gain share. We also sold our position in media company, Comcast, near our target price as we see business momentum deteriorating from cord cutting. 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 2021
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, 2011 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, 2021 |
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 39.91 | % | | | 11.93 | % | | | 13.76 | % | | | 0.84 | % | | | 0.80 | % |
Russell 3000® Value Index | | | 37.78 | % | | | 11.68 | % | | | 12.95 | % | | | n/a | | | | n/a | |
Russell 3000® Index(1) | | | 33.04 | % | | | 17.97 | % | | | 16.20 | % | | | 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, 2022 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 2021 | 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, 2011 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, 2021 |
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Investor Class | | | 39.57 | % | | | 11.65 | % | | | 13.49 | % | | | 1.09 | % | | | 1.05 | % |
Russell 3000® Value Index | | | 37.78 | % | | | 11.68 | % | | | 12.95 | % | | | n/a | | | | n/a | |
Russell 3000® Index(1) | | | 33.04 | % | | | 17.97 | % | | | 16.20 | % | | | 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, 2022 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 2021
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL/MICRO CAP VALUE FUND (unaudited)
Dear Shareholder,
The fiscal year ended August 31, 2021, qualifies as an eventful year, to say the least. Most of our fiscal year captures the earlier stages of the post pandemic recovery. We spent most of the early part the calendar year trying to figure what type of recovery we would experience. Letters of the alphabet were being used to characterize the shape and slope of an economic recovery. A “V” would represent a sharp rebound, a “U” a slow and protracted recovery followed by a delayed upturn and an “L” would represent a bottoming followed by flat economic activity. By the beginning of our fiscal year, it was becoming apparent to us that we were experiencing a “V” shaped upturn.
Stock performance was favorable for the WPG Partners Small/Microcap Value Fund (the “Fund”). In general, value outperformed growth. Further, the Fund outperformed its benchmark, the Russell 2000 Value Index (the “Russell 2000 Value”).
Value stocks during our fiscal year ended August 31, 2021 outperformed both growth and large cap stocks. Perhaps more than growth companies, small cap companies used the pandemic to restructure and prepare for an upturn. It was not uncommon for companies to tell us they squeezed 18-24 months of restructuring and downsizing into 6 months. We believe that the stock market seems to have recognized the potential for both margin and earnings rebound.
In outperforming the Russell 2000 Value, the Fund benefitted from overweight positions in the Industrials and Materials sectors. Sectors that detracted the most from relative performance were Consumer Staples and Energy. Notably, stock selection in these sectors contributed to the underperformance.
Unique for this period: very few investors had any real experience with the events of the past year. Notably, no one has had any real experience with a pandemic. The sharp and swift recession was not precipitated by the usual precipitants of tightening credit and a flattening yield curve. Unlike prior recessions, excesses in real estate, consumer spending, inflation, etc., were not present. Instead, health and safety concerns overwhelmed people’s lives, livelihoods and relationships. It was hard to find a sector of the global economy that was not impacted, both good and bad.
In the same vein that no living soul has experienced a pandemic, it is reasonable to say that no one has experienced a policy response of this magnitude. Across the board, legislatures, central bankers and regulators responded dramatically and in unison. There were several episodes of direct government payments, preferred lending programs and an aggressive response from the Federal Reserve.
Certainly, there were many notable headlines during the last fiscal year. Beyond the pandemic we could cite the election, the emergence of “meme stocks,” work from home, environmental, social and governance investing and China’s evolution, to name a few. As we look back on the past year, we are struck by how three issues really grabbed our attention. First, is the aforementioned massive stimulus, which we believe had the desired effect. It created a vital safety net. Without this combination of direct cash payments and easy monetary policy, we believe the downturn would have been much worse. Many sectors blossomed due to
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Tronox Holdings PLC, Class A | 2.9 | % |
Popular, Inc. | 2.9 | % |
Mosaic Co., (The) | 2.7 | % |
Valvoline, Inc. | 2.4 | % |
SM Energy Co. | 2.3 | % |
Brixmor Property Group, Inc. | 2.1 | % |
Essent Group Ltd. | 2.0 | % |
Axcelis Technologies, Inc. | 2.0 | % |
Axis Capital Holdings Ltd. | 2.0 | % |
H&R Block, Inc. | 1.9 | % |
| | |
Portfolio Review (as of 8/31/21) | | |
P/E: Price/Earnings: | 11.6 | x |
P/B: Price/Book: | 1.6 | x |
Holdings: | 96 | |
Weighted Average Market Capitalization (millions): | $2,917 | |
ROE: Return on Equity: | 12.3 | % |
OROA: Operating Return on Operating Assets: | 16.4 | % |
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.
lower interest rates and increased liquidity. Financial assets -stocks, fixed income, credit spreads - had a very good year.
Unfortunately, there now seems to be an inflationary backlash. Demand has come back much quicker than supply. Supplies are tight in almost all sectors. Major talking points are focused on labor and semiconductors; however, this phenomenon of tight supplies is broad based. While it is reasonable to expect that supply will ultimately improve, the uncertainty of the moment seems to be rattling investors.
The second important issue was the development of a vaccine. It is easy to forget that prior to November 2020, a vaccine did not exist. The development of a vaccine was an important turning point. The impact for investors was immediate, but the impact on the real economy has taken a bit longer. In late 2020, the economic world was reawakening, but was not back to normal. A theme of the last year has been the return to normalcy. Progress has been slow, but steady. A crucial test of this has been back-to-school. None of this would be possible without a vaccine.
Third, we are struck by changes of the last year that are now becoming permanent and commonplace. The most striking example of this is the notion of “work from home”. The discussion
Annual Report 2021 | 17
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL/MICRO CAP VALUE FUND (unaudited) (continued)
has evolved from not “if” people will work from home but “how much.” This change has profound impacts on real estate, transportation and lifestyles. Similarly, travel, shopping, communications have all changed. It is commonly regarded that the pandemic accelerated the adoption of many technologies by upwards of 5 years.
In conclusion, our outlook remains optimistic. Value stocks look well positioned relative to growth stocks. Further, many of the cyclical and secular trends that have emerged in the post pandemic world appear to be playing out in our favor.
Sincerely,
Eric Gandhi, CFA, Gregory Weiss & Richard Shuster, CFA
Portfolio Managers for the WPG Small/Micro Cap Value Fund
18 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
WPG PARTNERS SMALL/MICRO CAP VALUE FUND (unaudited) (continued)
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, 2011 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, 2021
| | Average Annual Total Return | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Ratio | | Ratio |
WPG Partners Small/Micro Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | 62.66 | % | | | 7.85 | % | | | 9.05 | % | | | 1.31 | % | | | 1.10 | % |
Russell 2000® Value Index | | | 59.49 | % | | | 11.66 | % | | | 12.14 | % | | | 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, 2022 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 2021 | 19
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY FUND (unaudited)
Dear Shareholder,
The MSCI World Index (the “Index”) returned 29.76% during the fiscal year ended August 31, 2021. The Index rose as COVID-19 (“COVID”) vaccinations picked up pace and expectations for a full economic recovery and return to normalcy drove investor sentiment. In addition, the MSCI Value Index outperformed the MSCI Growth Index during the fiscal year in contrast to previous years of Growth outperformance. During the fiscal year, the Boston Partners Global Equity Fund (the “Fund”) returned 39.66%, outperforming the MSCI World Index which returned 29.76%.
Both sector allocation and stock selection aided Fund performance over the fiscal year. Allocation helped in most sectors because of the Fund’s pro-cyclical tilt, and underweight allocation to the expensive/defensive sectors. Stock selection in most sectors also aided performance led by positioning in the Information Technology, Consumer Discretionary, and Industrials sectors. In the Information Technology sector, Synnex Corp., a distributor of technology products, was the top contributor to performance. The company benefited from the work-from-home status quo, plus a recovery in enterprise IT spending as the economy improved and offices reopened. The position was liquidated at target following a healthy appreciation in its share price. The Fund’s semiconductor & semiconductor equipment stocks also outperformed during the fiscal year. Business momentum remains strong as the industry continues to see better growth. The semi capital equipment industry has improved as capital intensity has increased with more applications and end markets using semiconductors. Apple Inc., which was not held by the Fund, also aided performance. Numerous holdings contributed to the positive performance in the Consumer Discretionary sector led by Peugeot SA (Stellantis). Momentum at Peugeot SA (Stellantis) was resilient through COVID, with the company’s order book up 40%. Investors also favorably viewed the merger with Fiat Chrysler that formed Stellantis NV. Like the Technology sector, Amazon.com, which was also not held by the Fund, was also a notable contributor to positive relative performance. The Industrials sector also had several outperformers led by Mastec, Inc. (“Mastec”). Mastec digs the trenches, lays the cable, and builds the towers that power communications and provide cell service and high-speed internet. Shares had steadily risen on boosted U.S. infrastructure spending before the position was liquidated at target. Saint-Gobain was another notable contributor in the Industrials sector. The company is Europe’s leading manufacturer of flat glass for the residential and automotive industries. Momentum at Saint-Gobain is improving post-COVID on a combination of strong growth in the Americas, and a focus on improving profitability and streamlining its portfolio. Longer-term, we believe Saint-Gobain is well positioned to capitalize on tailwinds from the European Union Green Deal. Relative performance was mildly offset by positioning in the Communication Services sector. Shares of Alphabet, Inc., which was not held by the Fund, rose steadily throughout the year on steadily rising earnings.
The entire investment team at Boston Partners will continue to maintain a focus on finding investments that have not only attractive valuation characteristics and solid business fundamentals, but also improving business momentum and catalysts to help drive stock prices higher. This disciplined and repeatable process has been in place for nearly three decades, and our
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Capgemini SA | 1.8 | % |
Stellantis NV | 1.7 | % |
Sanofi | 1.7 | % |
Goldman Sachs Group, Inc., (The) | 1.7 | % |
DuPont de Nemours, Inc. | 1.7 | % |
Cie de Saint-Gobain | 1.7 | % |
Everest Re Group Ltd. | 1.5 | % |
Cisco Systems, Inc. | 1.5 | % |
Sony Group Corp. | 1.5 | % |
CVS Health Corp. | 1.5 | % |
| | |
Portfolio Review (as of 8/31/21) | | |
P/E: Price/Earnings: | 12.2 | x |
P/B: Price/Book: | 1.7 | x |
Holdings: | 109 | |
Weighted Average Market Capitalization (millions): | $63,661 | |
ROE: Return on Equity: | 10.9 | % |
OROA: Operating Return on Operating Assets: | 57.4 | % |
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.
team is well suited to navigate this chaotic environment. We believe the emphasis on bottom-up security selection and sound fundamental analysis will ultimately have a greater impact on alpha generation rather than getting bogged down in a relentless torrent of macro and political news flow. In our view, the global economy will most likely 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 outperform growth favorites. When one considers that the starting point is exceptional, with valuation spreads at extreme levels, we believe it is hard not to be optimistic about the future and how our portfolio is positioned today.
On behalf of our team, thank you for your continued support and investment.
Sincerely,
Christopher Hart, CFA & Joshua Jones, CFA
Portfolio Managers for the Boston Partners Global Equity Fund
20 | Annual Report 2021
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, 2021
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | 39.66 | % | | | 9.18 | % | | | n/a | | | | 10.63 | % | | | 1.22 | % | | | 0.95 | % |
MSCI World Index - Net Return | | | 29.76 | % | | | 14.83 | % | | | n/a | | | | 12.78 | %(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, 2022 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 2021 | 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 25.39% net of fees while averaging 61% net long exposure for the fiscal year ended August 31, 2021. This compares to the 29.76% return posted by the MSCI World Index during the same period.
The fiscal year was marked by strong equity market returns, as the MSCI World Index rose sharply following the announcement of a successful COVID-19 vaccine in the fall of 2020; investors seemingly began to anticipate nearing the end of the pandemic, while long-term interest rates moved appreciably higher from historic lows, and more economically sensitive value equities reasserted long-awaited leadership over their expensive growth counterparts.
The Fund’s long holdings rose in price approximately 42.91% during the fiscal year and strongly outperformed the MSCI World Index. Top contributors included holdings in the Technology, Financials, and Industrials sectors. Technology gains were driven by semiconductors and semiconductor manufacturing equipment holdings on strengthening demand from a variety of end markets. Financials were led by U.S. banks, which benefitted from rising rates and improving net interest margins along with strong earnings growth driven by credit reserve releases and robust mortgage and capital markets activity. Industrials gains came from a number of industries experiencing growing end market demand, including industrial conglomerates, machinery, and building materials.
The Fund’s short holdings were up in price approximately 31.74% and detracted from Fund returns during the fiscal year. We aim to short expensive stocks with earnings risk and weak profitability, and many of these stocks soared higher in price during the year. Technology, Industrials, and Consumer Discretionary sector shorts were the leading detractors from performance during the fiscal year. Within the Technology sector, SMID-cap software shorts with strong revenue growth and weak profitability appreciated and detracted from returns. Within the Industrials sector, short positions rose in price on low quality/high beta rally with food service machinery and aerospace suppliers the largest detractors. In the Consumer Discretionary sector, specialty retail shorts detracted amid strong demand, though we see many names with competitive risks and premium valuations in this industry.
The Fund began the reporting period with 57% net long exposure and ended with 54% net long exposure, a slight decrease attributable to selling several long positions at target price during the fiscal year. At the end of the period, the largest exposures in the long portfolio resided in the Industrials, Consumer Discretionary, and Financials sectors, while the largest short exposures were in the Consumer Discretionary, Industrials, and Technology sectors. Our bottom-up value discipline has yielded a long portfolio that we believe is attractive relative to the short portfolio from both a valuation and profitability standpoint.
We have for several years held the view that the Global equity market needed to break out of the status quo that significantly favored growth over value since 2017 - a flattening yield curve and sluggish yet positive growth. We believe that we are now out of what was commonly described as the “Goldilocks” economy,
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Everest Re Group Ltd. | 2.2 | % |
Sanofi | 2.1 | % |
Volvo AB, Class B | 2.0 | % |
Alphabet, Inc., Class C | 1.9 | % |
Glencore PLC | 1.9 | % |
Travis Perkins PLC | 1.9 | % |
Siemens AG | 1.8 | % |
Wells Fargo & Co. | 1.8 | % |
Sensata Technologies Holding PLC | 1.6 | % |
Cisco Systems, Inc. | 1.6 | % |
Portfolio Review (as of 8/31/21) | | Long | | | Short | |
P/E: Price/Earnings: | | 11.8 | x | | 26.2 | x |
P/B: Price/Book: | | 1.6 | x | | 3.6 | x |
Holdings: | | 93 | | | 95 | |
Weighted Average Market Capitalization (millions): | | $106,210 | | | $44,415 | |
ROE: Return on Equity: | | 14.3 | % | | 11.0 | % |
OROA: Operating Return on Operating Assets: | | 62.8 | % | | 46.0 | % |
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.
having gone through a recession with a recovery now seemingly underway. From a starting point of wide valuation spreads (the price/earnings multiple differential between cheap and expensive stocks), historically low interest rates (a negative real U.S. 10-year Treasury yield!) and trillions of fiscal and monetary stimulus exerting upward pressure on inflation and interest rates, we believe the prospects for value investing are quite bright.
The Fund’s portfolio managers 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 they deem 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 circles framework of low valuation, positive momentum and strong business fundamentals
22 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL LONG/SHORT FUND (unaudited) (continued)
that the portfolio managers of Boston Partners and its predecessors have been employing for over a quarter century.
Sincerely,
Christopher Hart, CFA & Joshua Jones, CFA
Portfolio Managers for the Boston Partners Global Long/Short Fund
Annual Report 2021 | 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, 2021
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | 25.39 | % | | | 2.96 | % | | | n/a | | | | 3.13 | % | | | 2.46 | % | | | 2.46 | % |
MSCI World Index - Net Return | | | 29.76 | % | | | 14.83 | % | | | n/a | | | | 10.71 | %(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, 2022 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 2021
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, 2021
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Investor Class(1) | | | 24.97 | % | | | 2.69 | % | | | n/a | | | | 3.18 | % | | | 2.71 | % | | | 2.71 | % |
MSCI World Index - Net Return | | | 29.76 | % | | | 14.83 | % | | | n/a | | | | 11.25 | %(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, 2022 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 2021 | 25
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (unaudited)
Dear Shareholder,
The Boston Partners Emerging Markets Dynamic Equity Fund (the “Fund”) returned 10.38% for the fiscal year ended August 31, 2021 versus the MSCI® Emerging Markets Index’s 21.12% return, while averaging a 55% net-long exposure. The Fund outperformed the blended 50% MSCI EM / 50% Risk-Free benchmark, which returned 11.02% 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.
During the period, the Fund’s long-book returned 24.28%, outperforming the MSCI Emerging Markets Index. Positioning in China & Hong Kong was a top contributor to relative performance. Recently initiated positions in Chinese fertilizer and specialty chemicals companies benefitted the Fund’s performance as demand pushed up commodity prices. Meanwhile, overweight Chinese auto dealers China Meidong Auto and Zhongsheng Group Holdings rose on strong 2020 results and a stronger luxury car sales outlook. Underweight positions in Alibaba Group and Tencent Holdings and no-weight in education stocks TAL Education Group and New Oriental Education & Technology were also notable contributors to relative performance during the reporting period. The long book’s performance also benefitted from positioning in the Communications Services sector, where shares of Eletromidia SA, a Brazilian advertising company, traded higher with the anticipated COVID-19 (“COVID”) recovery in advertising spend, travel, commute, and mall traffic. Selected holdings in the Technology sector also aided performance. Overweight semiconductor positions, Samsung Electronics, Micron Technology, SK Hynix, and Global Mixed-Mode Technology traded higher as dynamic random-access memory (DRAM) pricing benefited from a cycle recovery. An overweight position in Wiwynn Corp was another notable contributor to performance in the Technology sector. Wiwynn manufactures servers, and server demand has remained resilient and has been spared concerns around the 2021/2022 demand slowdown that has affected other tech names.
The Fund’s short-book rose 26.67% for the reporting period, outperforming the MSCI Emerging Markets Index, thus detracting from performance. Shorted Bank stocks were among the largest detractors from performance. Bank stocks rose during the period on the anticipated rebound of the global economy post-COVID. The Fund’s technology shorts also detracted from performance. Short positions in lower-quality semiconductor stocks rose as semiconductor demand picked up leading to shortages. Several shorted computer/notebook manufactures also traded higher. These companies benefitted from COVID, but have pulled forward several years of demand and thus have unsustainable peak earnings, which we believe the market has not adequately discounted. After a near decade of decline, personal computer unit shipment grew ~30% in 2020. Data thus far this calendar year has been surprisingly robust, but we expect this to crack later this year. Short positions in selected medical supply companies traded lower, offsetting the losses. These companies are now facing slow growth and tough earnings comparatives as the demand created by COVID dissipates. In the Staples sector,
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Wiwynn Corp. | 4.0 | % |
Zhongsheng Group Holdings Ltd. | 3.5 | % |
SK Hynix, Inc. | 2.9 | % |
China Yongda Automobiles Services Holdings Ltd. | 2.7 | % |
Eletromidia SA | 2.7 | % |
Samsung Electronics Co., Ltd. | 2.6 | % |
WH Group Ltd. | 2.5 | % |
Hindustan Petroleum Corp., Ltd. | 2.0 | % |
UPL Ltd. | 1.7 | % |
Randon SA Implementos e Participacoes | 1.6 | % |
| | |
Portfolio Review (as of 8/31/21) | | Long | | | Short | |
P/E: Price/Earnings: | | 10.8 | x | | 11.2 | x |
P/B: Price/Book: | | 1.6 | x | | 1.3 | x |
Holdings: | | 56 | | | 56 | |
Weighted Average Market Capitalization (millions): | | $34,088 | | | $51,749 | |
ROE: Return on Equity: | | 15.1 | % | | 8.8 | % |
OROA: Operating Return on Operating Assets: | | 46.7 | % | | 47.8 | % |
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.
shorted hog producers steadily traded lower aiding performance. Hog producers have rapidly increased hog supplies from troughs, while prices have drifted lower as issues related to African Swine Flu are resolved.
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 stock prices higher. Our focus is on bottom-up, fundamental stock picking with a statistical bent. That said, there is still a wall of worry for the market to climb in 2022 and 2023. Historically these have
26 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (unaudited) (continued)
been very good windows for value investing as more economically sensitive companies outperform growth favorites. When one considers that, 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. We believe today’s headwind is most likely tomorrow’s tailwind.
On behalf of our team, thank you for your continued support and investment.
Sincerely,
David Kim & Paul Korngiebel, CFA
Portfolio Managers for the Boston Partners Emerging Markets
Dynamic Equity Fund
Annual Report 2021 | 27
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND (unaudited) (concluded)
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, 2021
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | 10.38 | % | | | 5.83 | % | | | n/a | | | | 5.12 | % | | | 2.19 | % | | | 1.57 | % |
MSCI Emerging Markets Index - Net Return | | | 21.12 | % | | | 10.40 | % | | | n/a | | | | 6.88 | %(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 Markets 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. 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%. 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 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.
28 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS EMERGING MARKETS FUND (unaudited)
Dear Shareholder,
The Boston Partners Emerging Markets Fund (the “Fund”) returned 21.15% for the fiscal year ended August 31, 2021 versus the MSCI Emerging Market Index’s (the “Index”) 21.12% return.
Positioning in China & Hong Kong was a top contributor to relative performance during the fiscal year. Recently initiated positions in Chinese fertilizer and specialty chemicals companies benefitted the Fund’s performance as demand pushed up commodity prices. Meanwhile, overweight Chinese auto dealers China Meidong Auto and Zhongsheng Group Holdings rose on strong 2020 results and a stronger luxury car sales outlook. Underweight positions in Alibaba Group and Tencent Holdings and no-weight in education stocks TAL Education Group and New Oriental Education & Technology were also notable contributors to relative performance during the period. The Fund’s performance also benefitted from positioning in the Communications Services sector, where shares of Eletromidia SA, a Brazilian advertising company, traded higher with the anticipated COVID-19 (“COVID”) recovery in advertising spend, travel, commute, and mall traffic. Selected holdings in the Technology sector also aided performance. Overweight semiconductor positions Samsung Electronics, Micron Technology, SK Hynix, and Global Mixed-Mode Technology traded higher as dynamic random-access Memory (DRAM) pricing benefited from a cycle recovery. An overweight position in Wiwynn Corp was another notable contributor to performance in the Technology sector. Wiwynn manufactures servers, and server demand has remained resilient and has been spared concerns around the 2021/2022 demand slowdown that has affected other tech names.
The Fund’s performance was offset by positioning in India where the Fund’s overweight position in micro loans-focused Bandhan Bank traded lower as net profit declined with increasing loan loss provisions. The position has been liquidated. Not owning expensive Infosys Ltd also detracted from relative performance. Overweight positions in Macao Casinos stocks also hurt performance as the anticipated post-COVID recovery was delayed.
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 stock prices higher. Our focus is on bottom-up, fundamental stock picking with a statistical bent. That said, there is still a wall of worry for the market to climb in 2022 and 2023. Historically these have been very good windows for value investing as more economically sensitive companies outperform growth favorites. When one considers that, 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. We believe today’s headwind is most likely tomorrow’s tailwind.
On behalf of our team, thank you for your continued support and investment.
Sincerely,
David Kim & Paul Korngiebel, CFA
Portfolio Managers for the Boston Partners Emerging Markets Fund
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Wiwynn Corp. | 4.4 | % |
Nanya Technology Corp. | 4.2 | % |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR | 3.5 | % |
China Yongda Automobiles Services Holdings Ltd. | 3.5 | % |
Zhongsheng Group Holdings Ltd. | 3.3 | % |
SK Hynix, Inc. | 3.2 | % |
Eletromidia SA | 2.7 | % |
Alibaba Group Holding Ltd. - SP ADR | 2.5 | % |
Samsung Electronics Co., Ltd. | 2.4 | % |
UPL Ltd. | 2.1 | % |
| | |
Portfolio Review (as of 8/31/21) | | |
P/E: Price/Earnings: | 10.8 | x |
P/B: Price/Book: | 1.6 | x |
Holdings: | 83 | |
Weighted Average Market Capitalization (millions): | $87,347 | |
ROE: Return on Equity: | 15.0 | % |
OROA: Operating Return on Operating Assets: | 52.4 | % |
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.
Annual Report 2021 | 29
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, 2021
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | | | | | |
IInstitutional Class(1) | | | 21.15 | % | | | n/a | | | | n/a | | | | 6.03 | % | | | 2.39 | % | | | 1.00 | % |
MSCI Emerging Markets Index - Net Return | | | 21.12 | % | | | n/a | | | | n/a | | | | 6.38 | %(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. 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, 2022 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 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.
30 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND (unaudited)
Dear Shareholder,
Boston Partners Global Equity Advantage Fund (the “Fund”) is an actively managed global equity fund combined 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 fiscal year ended August 31, 2021, the MSCI World Index (the “Index”) returned 29.76%. The Index rose as COVID-19 (“COVID”) vaccinations picked up pace and expectations for a full economic recovery and return to normalcy drove investor sentiment. In addition, the MSCI Value Index outperformed the MSCI Growth Index during the reporting period in contrast to previous years of Growth outperformance. During the fiscal year, the Fund returned 32.01% outperforming the Index.
Boston Partners Global Equity Strategy Performance Review
Both sector allocation and stock selection aided Fund performance over the fiscal year. Allocation helped in most sectors because of the Fund’s pro-cyclical tilt, and underweight allocation to the expensive/defensive sectors. Stock selection in most sectors also aided performance led by positioning in the Information Technology, Consumer Discretionary, and Industrials sectors. In the Information Technology sector, Synnex Corp., a distributor of technology products, was the top contributor to performance. The company benefited from the work-from-home status quo, plus a recovery in enterprise IT spending as the economy improved and offices reopened. The position was liquidated at target following a healthy appreciation in its share price. The Fund’s semiconductor & semiconductor equipment stocks also outperformed during the fiscal year. Business momentum remains strong as the industry continues to see better growth. The semi capital equipment industry has improved as capital intensity has increased with more applications and end markets using semiconductors. Apple Inc., which was not held by the Fund, also aided performance. Numerous holdings contributed to the positive performance in the Consumer Discretionary sector led by Peugeot SA (Stellantis). Momentum at Peugeot SA (Stellantis) was resilient through COVID, with the company’s order book up 40%. Investors also favorably viewed the merger with Fiat Chrysler that formed Stellantis NV. Like the Technology sector, Amazon.com, which was also not held by the Fund, was also a notable contributor to positive relative performance. The Industrials sector also had several outperformers led by Mastec, Inc. (“Mastec”). Mastec digs the trenches, lays the cable, and builds the towers that power communications and provide cell service and high-speed internet. Shares had steadily risen on boosted U.S. infrastructure spending before the position was liquidated at target price. Saint-Gobain was another notable contributor in the Industrials sector. The company is Europe’s leading manufacturer of flat glass for the residential and automotive industries. Momentum at Saint-Gobain is improving post-COVID on a combination of strong growth in the Americas, and a focus on improving profitability and streamlining its portfolio. Longer-term, we believe Saint-Gobain is well positioned to capitalize on
Top Ten Positions (as of 8/31/21) | % of Net Assets |
Capgemini SA | 1.5 | % |
Stellantis NV | 1.4 | % |
Sanofi | 1.4 | % |
Goldman Sachs Group, Inc., (The) | 1.4 | % |
Cie de Saint-Gobain | 1.4 | % |
DuPont de Nemours, Inc. | 1.4 | % |
Everest Re Group Ltd. | 1.3 | % |
Cisco Systems, Inc. | 1.3 | % |
Sony Group Corp. | 1.3 | % |
CVS Health Corp. | 1.3 | % |
| | |
Portfolio Review (as of 8/31/21) | | |
P/E: Price/Earnings: | 12.2 | x |
P/B: Price/Book: | 1.7 | x |
Holdings: | 109 | |
Weighted Average Market Capitalization (millions): | $63,683 | |
ROE: Return on Equity: | 10.9 | % |
OROA: Operating Return on Operating Assets: | 57.3 | % |
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.
tailwinds from the European Union Green Deal. Relative performance was mildly offset by positioning in the Communication Services sector. Shares of Alphabet, Inc., which was not held by the Fund, rose steadily throughout the year on steadily rising earnings.
Campbell Advantage Strategy Performance Review
The Campbell Advantage strategy, which is traded as a part of the Fund, gained during the one-year period ended August 31, 2021. The strategy experienced gains in energies, grains, industrial metals, and soft commodities and losses in fixed income, equity indices, foreign exchange, and other commodity derivatives. Decreasing market volatility throughout the period combined with an increased expected correlation of the trend following portfolio to the benchmark long-equity portfolio led to a reduced risk target in the strategy. The correlation cap mechanism was very active during the reporting period and limited the portfolio’s expected correlation to the Index to potentially provide diversification to the long-equity benchmark. During the reporting period,
Annual Report 2021 | 31
BOSTON PARTNERS INVESTMENT FUNDS
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND (unaudited) (continued)
the strategy was generally long commodity and foreign exchange markets, short equity indices, and varied in positioning in fixed income markets.
Outlook
The entire investment team at Boston Partners will continue to maintain a focus on finding investments that have not only attractive valuation characteristics and solid business fundamentals, but also improving business momentum and catalysts to help drive stock prices higher. This disciplined and repeatable process has been in place for nearly three decades, and our team is well suited to navigate this chaotic environment. We believe the emphasis on bottom-up security selection and sound fundamental analysis will ultimately have a greater impact on alpha generation rather than getting bogged down in a relentless torrent of macro and political news flow. We believe the global economy will most likely 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 outperform growth favorites. When one considers that the starting point is exceptional, with valuation spreads at extreme levels, we believe it is hard not to be optimistic about the future and how our portfolio is positioned today.
On behalf of our team, thank you for your continued support and investment.
Sincerely,
Christopher Hart, CFA & Joshua Jones, CFA
Co-Portfolio Managers for Boston Partners
Mr. Andrews, & Dr. Cole
Co-Portfolio Managers for Campbell & Company
Boston Partners Global Equity Advantage Fund
32 | Annual Report 2021
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, 2021
| | Average Annual Total Return | | Since | | Gross Expense | | Net Expense |
| | 1 Year | | 5 Year | | 10 Year | | Inception | | Ratio | | Ratio |
Boston Partners Global Equity Advantage Fund | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class(1) | | | 32.01 | % | | | n/a | | | | n/a | | | | 14.07 | % | | | 2.17 | % | | | 1.05 | % |
MSCI World Index - Net Return | | | 29.76 | % | | | n/a | | | | n/a | | | | 22.33 | %(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.
Annual Report 2021 | 33
BOSTON PARTNERS INVESTMENT FUNDS
DEFINITIONS (unaudited)
Past Performance is not a guarantee of future results.
Opinions expressed herein are as of August 31, 2021, 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.
34 | Annual Report 2021
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.
Annual Report 2021 | 35
BOSTON PARTNERS INVESTMENT FUNDS
FUND EXPENSE EXAMPLES
AUGUST 31, 2021 (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, 2021 through August 31, 2021, 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, 2021 | | ENDING ACCOUNT VALUE AUGUST 31, 2021 | | 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 | | | $ | 1,126.40 | | | $ | 5.31 | | | | 0.99 | % | | | 12.64% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.21 | | | | 5.04 | | | | 0.99 | % | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,125.30 | | | $ | 6.64 | | | | 1.24 | % | | | 12.53% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,018.95 | | | | 6.31 | | | | 1.24 | % | | | N/A | |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,182.20 | | | $ | 17.55 | | | | 3.19 | %(1) | | | 18.22% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,009.12 | | | | 16.15 | | | | 3.19 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,180.70 | | | $ | 18.91 | | | | 3.44 | %(1) | | | 18.07% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,007.86 | | | | 17.41 | | | | 3.44 | %(1) | | | N/A | |
Boston Partners Long/Short Research Fund | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,135.00 | | | $ | 12.16 | | | | 2.26 | %(1) | | | 13.50% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,013.81 | | | | 11.47 | | | | 2.26 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,134.20 | | | $ | 13.50 | | | | 2.51 | %(1) | | | 13.42% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,012.55 | | | | 12.73 | | | | 2.51 | %(1) | | | N/A | |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,142.00 | | | $ | 4.32 | | | | 0.80 | % | | | 14.20% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,021.17 | | | | 4.08 | | | | 0.80 | % | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,140.70 | | | $ | 5.67 | | | | 1.05 | % | | | 14.07% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,019.91 | | | | 5.35 | | | | 1.05 | % | | | N/A | |
36 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
FUND EXPENSE EXAMPLES (concluded)
AUGUST 31, 2021 (unaudited)
| | BEGINNING ACCOUNT VALUE MARCH 1, 2021 | | ENDING ACCOUNT VALUE AUGUST 31, 2021 | | 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 | | | $ | 1,114.80 | | | $ | 5.86 | | | | 1.10 | % | | | 11.48% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,019.66 | | | | 5.60 | | | | 1.10 | % | | | N/A | |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,116.90 | | | $ | 5.07 | | | | 0.95 | % | | | 11.69% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.42 | | | | 4.84 | | | | 0.95 | % | | | N/A | |
Boston Partners Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,086.50 | | | $ | 12.88 | | | | 2.45 | %(1) | | | 8.65% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,012.85 | | | | 12.43 | | | | 2.45 | %(1) | | | N/A | |
Investor | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,084.90 | | | $ | 14.19 | | | | 2.70 | %(1) | | | 8.49% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,011.59 | | | | 13.69 | | | | 2.70 | %(1) | | | N/A | |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 973.60 | | | $ | 9.30 | | | | 1.87 | %(1) | | | –2.64% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,015.78 | | | | 9.50 | | | | 1.87 | %(1) | | | N/A | |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 972.70 | | | $ | 4.97 | | | | 1.00 | % | | | –2.73% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,020.16 | | | | 5.09 | | | | 1.00 | % | | | N/A | |
Boston Partners Global Equity Advantage Fund | | | | | | | | | | | | | | | | | | | | |
Institutional | | | | | | | | | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | | $ | 1,065.60 | | | $ | 5.47 | | | | 1.05 | % | | | 6.64% | |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | | 1,019.91 | | | | 5.35 | | | | 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 365 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 0.68% of average net assets for the six-month period ended August 31, 2021 for both the Institutional Class and Investor Class of the Boston Partners Long/Short Equity Fund, 0.86% of average net assets for the Institutional Class and Investor Class of the Boston Partners Long/Short Research Fund, 0.64% of average net assets for the Institutional Class and Investor Class of the Boston Partners Global Long/Short Fund and 0.22% of average net assets for the Institutional Class of the Boston Partners Emerging Markets Dynamic Equity Fund. |
Annual Report 2021 | 37
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
Portfolio Holdings Summary Tables
BOSTON PARTNERS
SMALL CAP VALUE FUND II
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Financials | | | 28.4 | % | | $ | 250,602,651 | |
Industrials | | | 17.3 | | | | 152,423,108 | |
Information Technology | | | 12.4 | | | | 109,082,630 | |
Consumer Discretionary | | | 11.1 | | | | 97,908,395 | |
Energy | | | 7.1 | | | | 62,203,655 | |
Health Care | | | 6.4 | | | | 56,072,726 | |
Materials | | | 6.0 | | | | 53,265,566 | |
Consumer Staples | | | 3.4 | | | | 29,596,233 | |
Communication Services | | | 2.6 | | | | 23,408,355 | |
Real Estate | | | 2.0 | | | | 17,377,663 | |
Utilities | | | 0.3 | | | | 2,913,351 | |
RIGHTS | | | 0.0 | | | | — | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 15.8 | | | | 138,807,820 | |
SHORT-TERM INVESTMENTS | | | 2.9 | | | | 25,267,439 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (15.7 | ) | | | (138,205,617 | ) |
NET ASSETS | | | 100.0 | % | | $ | 880,723,975 | |
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 | | | 18.8 | % | | $ | 11,479,806 | |
Health Care | | | 17.7 | | | | 10,797,912 | |
Financials | | | 16.3 | | | | 9,985,375 | |
Consumer Discretionary | | | 15.9 | | | | 9,738,990 | |
Industrials | | | 12.8 | | | | 7,845,111 | |
Energy | | | 6.3 | | | | 3,857,242 | |
Communication Services | | | 4.5 | | | | 2,725,001 | |
Real Estate | | | 3.9 | | | | 2,391,159 | |
Materials | | | 2.9 | | | | 1,751,808 | |
Consumer Staples | | | 1.0 | | | | 608,332 | |
SHORT-TERM INVESTMENTS | | | 0.9 | | | | 530,224 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 11.6 | | | | 7,088,767 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Information Technology | | | (4.5 | ) | | | (2,770,836 | ) |
Consumer Discretionary | | | (2.9 | ) | | | (1,783,649 | ) |
Consumer Staples | | | (1.9 | ) | | | (1,178,751 | ) |
Industrials | | | (1.5 | ) | | | (934,186 | ) |
Communication Services | | | (1.1 | ) | | | (649,522 | ) |
Health Care | | | (0.7 | ) | | | (415,821 | ) |
Energy | | | (0.5 | ) | | | (270,064 | ) |
Financials | | | (0.3 | ) | | | (192,325 | ) |
Materials | | | (0.3 | ) | | | (189,426 | ) |
Utilities | | | (0.2 | ) | | | (138,392 | ) |
BOSTON PARTNERS
LONG/SHORT EQUITY FUND (continued)
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
EXCHANGE TRADED FUNDS | | | (0.8 | ) | | $ | (465,689 | ) |
OPTIONS WRITTEN | | | (0.2 | ) | | | (102,230 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 2.3 | | | | 1,413,889 | |
NET ASSETS | | | 100.0 | % | | $ | 61,122,725 | |
| | | | | | | | | |
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 | | | 15.8 | % | | $ | 129,656,346 | |
Information Technology | | | 13.7 | | | | 111,903,940 | |
Industrials | | | 13.5 | | | | 110,632,431 | |
Health Care | | | 12.5 | | | | 102,047,756 | |
Energy | | | 11.4 | | | | 92,929,892 | |
Consumer Discretionary | | | 10.9 | | | | 88,855,429 | |
Communication Services | | | 10.0 | | | | 82,259,712 | |
Materials | | | 4.8 | | | | 38,999,626 | |
Consumer Staples | | | 4.7 | | | | 38,547,335 | |
Real Estate | | | 0.5 | | | | 4,239,198 | |
Utilities | | | 0.1 | | | | 1,172,782 | |
WARRANTS | | | 0.0 | | | | 30,594 | |
SHORT-TERM INVESTMENTS | | | 0.4 | | | | 3,629,974 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Consumer Discretionary | | | (4.6 | ) | | | (37,664,985 | ) |
Industrials | | | (3.3 | ) | | | (26,619,734 | ) |
Consumer Staples | | | (2.5 | ) | | | (20,772,092 | ) |
Financials | | | (2.5 | ) | | | (20,115,943 | ) |
Materials | | | (2.2 | ) | | | (17,765,592 | ) |
Health Care | | | (1.6 | ) | | | (13,194,073 | ) |
Information Technology | | | (0.8 | ) | | | (6,528,351 | ) |
Energy | | | (0.5 | ) | | | (4,305,055 | ) |
Communication Services | | | (0.5 | ) | | | (4,300,805 | ) |
Real Estate | | | (0.0 | ) | | | (333,724 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 20.2 | | | | 165,480,537 | |
NET ASSETS | | | 100.0 | % | | $ | 818,785,198 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
38 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
Portfolio Holdings Summary Tables (continued)
BOSTON PARTNERS |
ALL-CAP VALUE FUND |
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Financials | | | 24.2 | % | | $ | 467,066,418 | |
Health Care | | | 22.9 | | | | 443,292,741 | |
Industrials | | | 15.6 | | | | 301,684,990 | |
Information Technology | | | 11.2 | | | | 215,676,435 | |
Consumer Discretionary | | | 10.0 | | | | 193,069,525 | |
Energy | | | 5.5 | | | | 106,777,043 | |
Communication Services | | | 4.3 | | | | 82,653,662 | |
Materials | | | 3.6 | | | | 70,286,333 | |
Consumer Staples | | | 1.7 | | | | 33,431,904 | |
RIGHTS | | | 0.0 | | | | — | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 6.3 | | | | 121,525,521 | |
SHORT-TERM INVESTMENTS | | | 0.8 | | | | 15,670,704 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (6.1 | ) | | | (118,130,919 | ) |
NET ASSETS | | | 100.0 | % | | $ | 1,933,004,357 | |
| | | | | | | | | |
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 | | | 24.6 | % | | $ | 6,786,669 | |
Industrials | | | 20.9 | | | | 5,772,236 | |
Materials | | | 13.9 | | | | 3,836,893 | |
Energy | | | 10.3 | | | | 2,845,177 | |
Consumer Discretionary | | | 8.4 | | | | 2,310,612 | |
Real Estate | | | 7.1 | | | | 1,958,851 | |
Information Technology | | | 5.6 | | | | 1,554,829 | |
Health Care | | | 3.7 | | | | 1,021,575 | |
Utilities | | | 2.6 | | | | 716,794 | |
Consumer Staples | | | 1.7 | | | | 470,128 | |
WARRANTS | | | 0.0 | | | | 14 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 27.3 | | | | 7,534,351 | |
SHORT-TERM INVESTMENTS | | | 1.3 | | | | 349,083 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (27.4 | ) | | | (7,555,063 | ) |
NET ASSETS | | | 100.0 | % | | $ | 27,602,149 | |
| | | | | | | | | |
Portfolio holdings are subject to change at any time. | |
BOSTON PARTNERS |
GLOBAL EQUITY FUND |
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Industrials | | | 23.3 | % | | $ | 42,688,163 | |
Financials | | | 17.4 | | | | 31,922,593 | |
Consumer Discretionary | | | 13.8 | | | | 25,213,484 | |
Information Technology | | | 10.6 | | | | 19,368,767 | |
Health Care | | | 10.2 | | | | 18,782,062 | |
Materials | | | 9.6 | | | | 17,581,648 | |
Energy | | | 5.5 | | | | 10,077,231 | |
Communication Services | | | 4.5 | | | | 8,231,794 | |
Consumer Staples | | | 1.5 | | | | 2,761,649 | |
Real Estate | | | 0.6 | | | | 1,180,594 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL | | | 3.4 | | | | 6,303,542 | |
PREFERRED STOCKS | | | 1.1 | | | | 2,075,096 | |
SHORT-TERM INVESTMENTS | | | 1.4 | | | | 2,579,174 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (2.9 | ) | | | (5,332,409 | ) |
NET ASSETS | | | 100.0 | % | | $ | 183,433,388 | |
| | | | | | | | | |
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 | | | | | | | | |
Industrials | | | 18.7 | % | | $ | 20,145,885 | |
Financials | | | 13.9 | | | | 14,987,313 | |
Consumer Discretionary | | | 12.3 | | | | 13,255,612 | |
Information Technology | | | 11.6 | | | | 12,425,923 | |
Materials | | | 10.7 | | | | 11,517,962 | |
Health Care | | | 10.4 | | | | 11,241,204 | |
Communication Services | | | 6.5 | | | | 6,974,715 | |
Energy | | | 4.5 | | | | 4,856,203 | |
Consumer Staples | | | 2.7 | | | | 2,919,408 | |
Utilities | | | 1.4 | | | | 1,552,697 | |
Real Estate | | | 0.8 | | | | 836,560 | |
PREFERRED STOCKS | | | 1.6 | | | | 1,678,538 | |
SHORT-TERM INVESTMENTS | | | 5.2 | | | | 5,569,793 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Consumer Discretionary | | | (9.3 | ) | | | (10,002,946 | ) |
Industrials | | | (7.4 | ) | | | (7,946,293 | ) |
Information Technology | | | (5.8 | ) | | | (6,309,176 | ) |
Financials | | | (4.5 | ) | | | (4,848,478 | ) |
Materials | | | (3.1 | ) | | | (3,313,487 | ) |
Consumer Staples | | | (2.7 | ) | | | (2,883,464 | ) |
Health Care | | | (1.8 | ) | | | (1,976,826 | ) |
Communication Services | | | (1.3 | ) | | | (1,394,243 | ) |
Energy | | | (0.5 | ) | | | (569,169 | ) |
Real Estate | | | (0.5 | ) | | | (513,045 | ) |
OPTIONS WRITTEN | | | (0.7 | ) | | | (690,564 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 37.3 | | | | 40,136,937 | |
NET ASSETS | | | 100.0 | % | | $ | 107,651,059 | |
| | | | | | | | | |
Portfolio holdings are subject to change at any time. | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 39
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
Portfolio Holdings Summary Tables (concluded)
BOSTON PARTNERS |
EMERGING MARKETS DYNAMIC EQUITY FUND |
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
LONG POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Information Technology | | | 13.6 | % | | $ | 8,376,669 | |
Consumer Discretionary | | | 11.8 | | | | 7,218,195 | |
Financials | | | 6.8 | | | | 4,189,080 | |
Consumer Staples | | | 5.5 | | | | 3,357,278 | |
Real Estate | | | 4.6 | | | | 2,823,804 | |
Communication Services | | | 4.5 | | | | 2,745,255 | |
Materials | | | 3.7 | | | | 2,289,879 | |
Energy | | | 2.7 | | | | 1,674,953 | |
Health Care | | | 2.2 | | | | 1,342,186 | |
PREFERRED STOCKS | | | 5.0 | | | | 3,060,158 | |
RIGHTS | | | 0.0 | | | | — | |
SHORT-TERM INVESTMENTS | | | 24.4 | | | | 14,998,445 | |
| | | | | | | | |
SHORT POSITIONS: | | | | | | | | |
COMMON STOCK | | | | | | | | |
Materials | | | (0.7 | ) | | | (435,915 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 15.9 | | | | 9,789,634 | |
NET ASSETS | | | 100.0 | % | | $ | 61,429,621 | |
| | | | | | | | | |
Portfolio holdings are subject to change at any time. | |
| | | | | | | | |
BOSTON PARTNERS | |
EMERGING MARKETS FUND | |
SECURITY TYPE/SECTOR CLASSIFICATION | | % OF NET ASSETS | | VALUE | |
COMMON STOCK | | | | | | | | |
Information Technology | | | 22.9 | % | | $ | 5,440,122 | |
Consumer Discretionary | | | 18.0 | | | | 4,275,407 | |
Financials | | | 12.1 | | | | 2,876,280 | |
Consumer Staples | | | 7.2 | | | | 1,713,906 | |
Communication Services | | | 6.2 | | | | 1,471,639 | |
Materials | | | 4.7 | | | | 1,115,259 | |
Real Estate | | | 4.3 | | | | 1,006,189 | |
Energy | | | 3.9 | | | | 908,125 | |
Health Care | | | 3.0 | | | | 715,990 | |
Industrials | | | 0.9 | | | | 206,906 | |
PREFERRED STOCKS | | | 4.8 | | | | 1,138,683 | |
RIGHTS | | | 0.0 | | | | — | |
SHORT-TERM INVESTMENTS | | | 10.3 | | | | 2,453,785 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 1.7 | | | | 406,676 | |
NET ASSETS | | | 100.0 | % | | $ | 23,728,967 | |
| | | | | | | | | |
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 | | | | | | | | |
Industrials | | | 19.5 | % | | $ | 8,240,892 | |
Financials | | | 14.6 | | | | 6,162,796 | |
Consumer Discretionary | | | 11.5 | | | | 4,865,144 | |
Information Technology | | | 8.9 | | | | 3,741,305 | |
Health Care | | | 8.6 | | | | 3,624,977 | |
Materials | | | 8.1 | | | | 3,391,799 | |
Energy | | | 4.6 | | | | 1,946,840 | |
Communication Services | | | 3.8 | | | | 1,593,838 | |
Consumer Staples | | | 1.3 | | | | 537,671 | |
Real Estate | | | 0.5 | | | | 228,122 | |
PREFERRED STOCKS | | | 0.9 | | | | 401,185 | |
INVESTMENT COMPANY | | | 17.0 | | | | 7,168,241 | |
SHORT-TERM INVESTMENTS | | | 0.5 | | | | 204,175 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.2 | | | | 92,481 | |
NET ASSETS | | | 100.0 | % | | $ | 42,199,466 | |
| | | | | | | | | |
Portfolio holdings are subject to change at any time. | |
The accompanying notes are an integral part of the financial statements.
40 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | PORTFOLIO OF INVESTMENTS |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—97.0% | | | | | | | | |
Communication Services—2.6% | | | | | | | | |
Gray Television, Inc.(a) | | | 100,098 | | | $ | 2,276,229 | |
Nexstar Media Group, Inc., Class A(a) | | | 47,246 | | | | 7,075,088 | |
TEGNA, Inc. | | | 412,281 | | | | 7,305,619 | |
Yelp, Inc.*(a) | | | 175,316 | | | | 6,751,419 | |
| | | | | | | 23,408,355 | |
Consumer Discretionary—11.1% | | | | | | | | |
Beazer Homes USA, Inc.* | | | 116,824 | | | | 2,185,777 | |
Callaway Golf Co.*(a) | | | 309,851 | | | | 8,694,419 | |
Carriage Services, Inc.(a) | | | 93,138 | | | | 4,305,770 | |
Carter’s, Inc.(a) | | | 9,933 | | | | 1,016,940 | |
Foot Locker, Inc. | | | 141,295 | | | | 8,010,013 | |
Frontdoor, Inc.* | | | 129,385 | | | | 5,643,774 | |
Hanesbrands, Inc.(a) | | | 295,857 | | | | 5,526,609 | |
Harley-Davidson, Inc.(a) | | | 157,206 | | | | 6,214,353 | |
International Game Technology PLC* | | | 146,885 | | | | 3,156,559 | |
LCI Industries | | | 59,887 | | | | 8,483,592 | |
Meritage Homes Corp.* | | | 45,192 | | | | 5,040,716 | |
Sally Beauty Holdings, Inc.*(a) | | | 266,179 | | | | 4,948,268 | |
Skechers U.S.A., Inc., Class A*(a) | | | 94,027 | | | | 4,741,782 | |
Standard Motor Products, Inc. | | | 39,037 | | | | 1,674,297 | |
Steven Madden Ltd. | | | 148,584 | | | | 6,013,194 | |
Stride, Inc.* | | | 305,511 | | | | 10,460,697 | |
Tempur Sealy International, Inc. | | | 106,353 | | | | 4,753,979 | |
Toll Brothers, Inc. | | | 47,368 | | | | 3,034,394 | |
Travel + Leisure Co. | | | 41,041 | | | | 2,247,405 | |
TravelCenters of America, Inc.* | | | 41,836 | | | | 1,755,857 | |
| | | | | | | 97,908,395 | |
Consumer Staples—3.4% | | | | | | | | |
Energizer Holdings, Inc.(a) | | | 186,972 | | | | 7,355,478 | |
Fresh Del Monte Produce, Inc. | | | 186,553 | | | | 6,133,863 | |
Nomad Foods Ltd.*(a) | | | 324,110 | | | | 8,553,263 | |
Spectrum Brands Holdings, Inc. | | | 57,492 | | | | 4,487,826 | |
Universal Corp.(a) | | | 60,589 | | | | 3,065,803 | |
| | | | | | | 29,596,233 | |
Energy—7.1% | | | | | | | | |
Cactus, Inc., Class A | | | 101,502 | | | | 3,807,340 | |
ChampionX Corp.* | | | 440,850 | | | | 10,285,030 | |
Delek US Holdings, Inc.* | | | 206,104 | | | | 3,526,439 | |
Enerplus Corp.(a) | | | 525,956 | | | | 3,113,660 | |
Helmerich & Payne, Inc. | | | 168,927 | | | | 4,547,515 | |
HollyFrontier Corp. | | | 220,977 | | | | 7,144,186 | |
Kosmos Energy Ltd.*(a) | | | 1,582,947 | | | | 3,735,755 | |
National Energy Services Reunited Corp.*(a) | | | 186,396 | | | | 2,115,595 | |
NexTier Oilfield Solutions, Inc.*(a) | | | 393,889 | | | | 1,418,000 | |
PDC Energy, Inc.(a) | | | 85,550 | | | | 3,571,713 | |
ProPetro Holding Corp.* | | | 331,588 | | | | 2,566,491 | |
Viper Energy Partners LP | | | 280,030 | | | | 5,186,156 | |
Whiting Petroleum Corp.* | | | 53,288 | | | | 2,501,872 | |
World Fuel Services Corp.(a) | | | 268,353 | | | | 8,683,903 | |
| | | | | | | 62,203,655 | |
Financials—28.4% | | | | | | | | |
AllianceBernstein Holding LP | | | 76,311 | | | | 3,996,407 | |
Ameris Bancorp(a) | | | 48,417 | | | | 2,384,053 | |
AMERISAFE, Inc. | | | 43,746 | | | | 2,517,582 | |
Ares Commercial Real Estate Corp. | | | 114,090 | | | | 1,800,340 | |
Artisan Partners Asset Management, Inc., Class A | | | 121,594 | | | | 6,318,024 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(continued) | | | | | | | | |
Assured Guaranty Ltd. | | | 239,563 | | | $ | 11,944,611 | |
Axis Capital Holdings Ltd. | | | 220,840 | | | | 11,300,383 | |
BankUnited, Inc.(a) | | | 155,242 | | | | 6,524,821 | |
Blackstone Mortgage Trust, Inc., Class A(a) | | | 198,006 | | | | 6,496,577 | |
Diamond Hill Investment Group, Inc. | | | 15,838 | | | | 2,898,829 | |
Employers Holdings, Inc.(a) | | | 70,112 | | | | 2,886,511 | |
Essent Group Ltd. | | | 110,704 | | | | 5,211,944 | |
Evercore, Inc., Class A | | | 71,841 | | | | 10,031,877 | |
Federal Agricultural Mortgage Corp., Class C(a) | | | 53,367 | | | | 5,224,629 | |
First American Financial Corp. | | | 97,534 | | | | 6,879,073 | |
First Hawaiian, Inc. | | | 303,510 | | | | 8,470,964 | |
First Internet Bancorp | | | 65,897 | | | | 1,958,459 | |
First Merchants Corp. | | | 87,211 | | | | 3,588,733 | |
First Mid Bancshares, Inc.(a) | | | 64,058 | | | | 2,619,972 | |
Flushing Financial Corp. | | | 63,724 | | | | 1,461,191 | |
Greenhill & Co., Inc.(a) | | | 154,008 | | | | 2,270,078 | |
Hanover Insurance Group, Inc., (The) | | | 52,137 | | | | 7,367,480 | |
Heritage Financial Corp. | | | 82,021 | | | | 2,087,435 | |
Heritage Insurance Holdings, Inc. | | | 93,613 | | | | 655,291 | |
Hope Bancorp, Inc. | | | 131,218 | | | | 1,809,496 | |
Investors Bancorp, Inc. | | | 292,304 | | | | 4,182,870 | |
James River Group Holdings Ltd. | | | 98,769 | | | | 3,633,712 | |
Luther Burbank Corp. | | | 204,973 | | | | 2,658,500 | |
Merchants Bancorp | | | 90,061 | | | | 3,302,537 | |
Midland States Bancorp, Inc.(a) | | | 98,528 | | | | 2,492,758 | |
Mr Cooper Group, Inc.*(a) | | | 121,739 | | | | 4,733,212 | |
Navient Corp.(a) | | | 547,820 | | | | 12,714,902 | |
Nelnet, Inc., Class A(a) | | | 34,996 | | | | 2,830,477 | |
NMI Holdings, Inc., Class A* | | | 123,006 | | | | 2,776,245 | |
PacWest Bancorp | | | 133,278 | | | | 5,670,979 | |
PennyMac Financial Services, Inc.(a) | | | 105,775 | | | | 7,039,326 | |
Perella Weinberg Partners(a) | | | 270,150 | | | | 3,773,996 | |
PRA Group, Inc.*(a) | | | 87,692 | | | | 3,683,064 | |
Preferred Bank | | | 41,458 | | | | 2,648,752 | |
Primis Financial Corp.* | | | 168,448 | | | | 2,525,036 | |
ProAssurance Corp. | | | 192,039 | | | | 4,896,995 | |
RBB Bancorp(a) | | | 128,498 | | | | 3,307,539 | |
Silvercrest Asset Management Group, Inc., Class A | | | 361,897 | | | | 5,877,207 | |
SLM Corp.(a) | | | 737,327 | | | | 13,824,881 | |
South State Corp.(a) | | | 39,006 | | | | 2,675,032 | |
Starwood Property Trust, Inc.(a) | | | 169,449 | | | | 4,371,784 | |
State Auto Financial Corp. | | | 53,313 | | | | 2,696,572 | |
Synovus Financial Corp. | | | 49,972 | | | | 2,153,793 | |
Umpqua Holdings Corp. | | | 183,605 | | | | 3,574,789 | |
Valley National Bancorp | | | 468,825 | | | | 6,113,478 | |
Velocity Financial, Inc.* | | | 279,044 | | | | 3,591,296 | |
Walker & Dunlop, Inc. | | | 65,076 | | | | 7,226,690 | |
White Mountains Insurance Group Ltd. | | | 4,116 | | | | 4,613,254 | |
Wintrust Financial Corp. | | | 30,842 | | | | 2,308,215 | |
| | | | | | | 250,602,651 | |
Health Care—6.4% | | | | | | | | |
Change Healthcare, Inc.* | | | 495,053 | | | | 10,807,007 | |
Envista Holdings Corp.*(a) | | | 268,815 | | | | 11,502,594 | |
Haemonetics Corp.* | | | 44,512 | | | | 2,793,128 | |
Hanger, Inc.* | | | 72,332 | | | | 1,727,288 | |
LHC Group, Inc.*(a) | | | 26,464 | | | | 4,942,417 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 41
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS SMALL CAP VALUE FUND II | Portfolio Of Investments (continued) |
Health Care—(continued) | | | | | | | | |
Ortho Clinical Diagnostics Holdings PLC* | | | 434,057 | | | $ | 8,872,125 | |
PetIQ, Inc.* | | | 122,549 | | | | 3,180,146 | |
R1 RCM, Inc.* | | | 125,622 | | | | 2,477,266 | |
Syneos Health, Inc.* | | | 105,311 | | | | 9,770,755 | |
| | | | | | | 56,072,726 | |
Industrials—17.3% | | | | | | | | |
ABM Industries, Inc. | | | 245,771 | | | | 12,170,580 | |
ACCO Brands Corp. | | | 336,971 | | | | 3,157,418 | |
Allison Transmission Holdings, Inc. | | | 99,962 | | | | 3,696,595 | |
Altra Industrial Motion Corp. | | | 42,625 | | | | 2,496,120 | |
ASGN, Inc.* | | | 101,491 | | | | 11,386,275 | |
Brink’s Co., (The)(a) | | | 52,815 | | | | 4,128,020 | |
CBIZ, Inc.* | | | 127,358 | | | | 4,344,181 | |
CRA International, Inc.(a) | | | 88,328 | | | | 8,213,621 | |
Curtiss-Wright Corp. | | | 67,081 | | | | 8,169,124 | |
EMCOR Group, Inc. | | | 23,281 | | | | 2,828,641 | |
EnerSys | | | 32,189 | | | | 2,722,867 | |
Ennis, Inc.(a) | | | 50,786 | | | | 985,756 | |
FTI Consulting, Inc.*(a) | | | 37,582 | | | | 5,250,581 | |
GrafTech International Ltd.(a) | | | 296,366 | | | | 3,280,772 | |
Harsco Corp.* | | | 241,358 | | | | 4,402,370 | |
Heidrick & Struggles International, Inc. | | | 49,807 | | | | 2,152,659 | |
Hillenbrand, Inc. | | | 75,137 | | | | 3,487,860 | |
Hub Group, Inc., Class A* | | | 39,305 | | | | 2,759,211 | |
ICF International, Inc. | | | 66,170 | | | | 6,197,482 | |
KAR Auction Services, Inc.*(a) | | | 631,716 | | | | 10,682,318 | |
Korn/Ferry International | | | 35,849 | | | | 2,534,166 | |
L B Foster Co., Class A* | | | 156,872 | | | | 2,674,668 | |
Landstar System, Inc.(a) | | | 12,099 | | | | 2,032,995 | |
Masonite International Corp.* | | | 32,676 | | | | 3,910,664 | |
NN, Inc.*(a) | | | 241,602 | | | | 1,314,315 | |
Science Applications International Corp. | | | 94,146 | | | | 7,929,918 | |
Terex Corp. | | | 51,740 | | | | 2,641,327 | |
Vectrus, Inc.* | | | 54,401 | | | | 2,736,914 | |
Wabash National Corp. | | | 175,160 | | | | 2,721,986 | |
Werner Enterprises, Inc.(a) | | | 53,666 | | | | 2,530,889 | |
WESCO International, Inc.* | | | 161,364 | | | | 18,882,815 | |
| | | | | | | 152,423,108 | |
Information Technology—12.4% | | | | | | | | |
Avnet, Inc. | | | 109,763 | | | | 4,441,011 | |
Bel Fuse, Inc., Class B | | | 136,970 | | | | 1,934,016 | |
Belden, Inc. | | | 124,332 | | | | 7,118,007 | |
CommScope Holding Co., Inc.* | | | 279,696 | | | | 4,419,197 | |
Concentrix Corp.* | | | 93,583 | | | | 16,226,356 | |
Diebold Nixdorf, Inc.*(a) | | | 182,261 | | | | 1,983,000 | |
EVERTEC, Inc. | | | 137,686 | | | | 6,367,977 | |
IBEX Holdings Ltd.* | | | 129,382 | | | | 2,326,288 | |
Insight Enterprises, Inc.*(a) | | | 76,665 | | | | 7,888,062 | |
InterDigital, Inc. | | | 104,381 | | | | 7,526,914 | |
MAXIMUS, Inc. | | | 46,393 | | | | 4,040,366 | |
NCR Corp.*(a) | | | 212,537 | | | | 9,028,572 | |
Rackspace Technology, Inc.*(a) | | | 111,660 | | | | 1,559,890 | |
SMART Global Holdings, Inc.*(a) | | | 113,373 | | | | 5,494,056 | |
SYNNEX Corp. | | | 93,582 | | | | 11,891,465 | |
TTEC Holdings, Inc. | | | 61,151 | | | | 6,448,984 | |
Ultra Clean Holdings, Inc.* | | | 72,494 | | | | 3,352,123 | |
Unisys Corp.* | | | 290,638 | | | | 7,036,346 | |
| | | | | | | 109,082,630 | |
Materials—6.0% | | | | | | | | |
Ecovyst, Inc. | | | 144,349 | | | $ | 1,877,981 | |
Graphic Packaging Holding Co. | | | 960,600 | | | | 19,711,512 | |
Huntsman Corp. | | | 92,180 | | | | 2,436,318 | |
Ingevity Corp.* | | | 63,034 | | | | 5,067,303 | |
Minerals Technologies, Inc. | | | 28,925 | | | | 2,274,662 | |
Orion Engineered Carbons SA* | | | 146,314 | | | | 2,585,368 | |
Schweitzer-Mauduit International, Inc. | | | 142,125 | | | | 5,439,124 | |
Valvoline, Inc. | | | 459,990 | | | | 13,873,298 | |
| | | | | | | 53,265,566 | |
Real Estate—2.0% | | | | | | | | |
Cousins Properties, Inc.(a) | | | 229,996 | | | | 8,868,646 | |
Realogy Holdings Corp.*(a) | | | 312,080 | | | | 5,477,004 | |
Spirit Realty Capital, Inc. | | | 58,567 | | | | 3,032,013 | |
| | | | | | | 17,377,663 | |
Utilities—0.3% | | | | | | | | |
Pure Cycle Corp.*(a) | | | 194,873 | | | | 2,913,351 | |
TOTAL COMMON STOCKS (Cost $562,840,781) | | | | | | | 854,854,333 | |
RIGHTS—0.0% | | | | | | | | |
Consumer Discretionary—0.0% | | | | | | | | |
Evercel, Inc., CVR*‡ | | | 284,149 | | | | 0 | |
TOTAL RIGHTS (Cost $0) | | | | | | | 0 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—15.8% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.09%(b) | | | 138,807,820 | | | | 138,807,820 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $138,807,820) | | | | | | | 138,807,820 | |
SHORT-TERM INVESTMENTS—2.9% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(b) | | | 25,267,439 | | | | 25,267,439 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $25,267,439) | | | | | | | 25,267,439 | |
TOTAL INVESTMENTS—115.7% (Cost $726,916,040) | | | | | | | 1,018,929,592 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(15.7)% | | | | | | | (138,205,617 | ) |
NET ASSETS—100.0% | | | | | | $ | 880,723,975 | |
PLC | — | Public Limited Company |
LP | — | Limited Partnership |
CVR | — | Contingent Value Right |
* | — | Non-income producing. |
(a) | — | All or a portion of the security is on loan. At August 31, 2021, the market value of securities on loan was $135,611,398. |
(b) | — | The rate shown is as of August 31, 2021. |
‡ | — | 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, 2021, these securities amounted to $0 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.
42 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
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, 2021 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 | | $ | 23,408,355 | | | $ | 23,408,355 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 97,908,395 | | | | 97,908,395 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 29,596,233 | | | | 29,596,233 | | | | — | | | | — | | | | — | |
Energy | | | 62,203,655 | | | | 62,203,655 | | | | — | | | | — | | | | — | |
Financials | | | 250,602,651 | | | | 250,602,651 | | | | — | | | | — | | | | — | |
Health Care | | | 56,072,726 | | | | 56,072,726 | | | | — | | | | — | | | | — | |
Industrials | | | 152,423,108 | | | | 152,423,108 | | | | — | | | | — | | | | — | |
Information Technology | | | 109,082,630 | | | | 109,082,630 | | | | — | | | | — | | | | — | |
Materials | | | 53,265,566 | | | | 53,265,566 | | | | — | | | | — | | | | — | |
Real Estate | | | 17,377,663 | | | | 17,377,663 | | | | — | | | | — | | | | — | |
Utilities | | | 2,913,351 | | | | 2,913,351 | | | | — | | | | — | | | | — | |
Rights | | | — | | | | — | | | | — | | | | — | ** | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 138,807,820 | | | | — | | | | — | | | | — | | | | 138,807,820 | |
Short-Term Investments | | | 25,267,439 | | | | 25,267,439 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 1,018,929,592 | | | $ | 880,121,772 | | | $ | — | | | $ | — | | | $ | 138,807,820 | |
* | 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. |
** | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 43
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—112.6% | | | | | | | | |
COMMON STOCKS—100.1% | | | | | | | | |
Communication Services—4.5% | | | | | | | | |
Baidu, Inc. - SP ADR* | | | 1,278 | | | $ | 200,671 | |
Cinemark Holdings, Inc.* | | | 17,672 | | | | 315,092 | |
Entravision Communications Corp., Class A† | | | 107,570 | | | | 749,763 | |
Facebook, Inc., Class A*† | | | 3,847 | | | | 1,459,475 | |
| | | | | | | 2,725,001 | |
Consumer Discretionary—15.9% | | | | | | | | |
1-800-Flowers.com, Inc., Class A*(a) | | | 7,630 | | | | 242,329 | |
Alibaba Group Holding Ltd. - SP ADR*† | | | 4,020 | | | | 671,300 | |
Arcos Dorados Holdings, Inc., Class A | | | 44,679 | | | | 243,946 | |
AutoZone, Inc.*(a) | | | 269 | | | | 416,721 | |
Bath & Body Works, Inc.* | | | 4,452 | | | | 300,421 | |
Caleres, Inc.† | | | 11,559 | | | | 284,236 | |
Carriage Services, Inc.(a)† | | | 10,749 | | | | 496,926 | |
Carter’s, Inc.(a) | | | 3,040 | | | | 311,235 | |
eBay, Inc.(a)† | | | 7,548 | | | | 579,234 | |
Hanesbrands, Inc.(a)† | | | 29,475 | | | | 550,593 | |
Hooker Furniture Corp. | | | 9,151 | | | | 285,145 | |
JD.com, Inc. - ADR* | | | 4,190 | | | | 329,166 | |
Kindred Group PLC | | | 23,973 | | | | 443,174 | |
Las Vegas Sands Corp.*(a) | | | 9,014 | | | | 402,115 | |
LKQ Corp.*† | | | 11,347 | | | | 597,873 | |
Mohawk Industries, Inc.*(a)† | | | 2,654 | | | | 524,855 | |
Perdoceo Education Corp.*(a) | | | 33,815 | | | | 371,289 | |
Skechers U.S.A., Inc., Class A*† | | | 6,634 | | | | 334,553 | |
Stellantis NV(a) | | | 17,083 | | | | 342,002 | |
Stride, Inc.*† | | | 46,379 | | | | 1,588,017 | |
Tenneco, Inc., Class A* | | | 14,344 | | | | 223,766 | |
Vipshop Holdings Ltd. - ADR* | | | 13,529 | | | | 200,094 | |
| | | | | | | 9,738,990 | |
Consumer Staples—1.0% | | | | | | | | |
Coca-Cola European Partners PLC | | | 5,223 | | | | 301,576 | |
Herbalife Nutrition Ltd.*(a) | | | 5,975 | | | | 306,756 | |
| | | | | | | 608,332 | |
Energy—6.3% | | | | | | | | |
Canadian Natural Resources Ltd.† | | | 32,806 | | | | 1,084,894 | |
Devon Energy Corp.(a) | | | 15,899 | | | | 469,816 | |
Marathon Petroleum Corp.† | | | 13,831 | | | | 819,763 | |
Phillips 66† | | | 6,707 | | | | 476,801 | |
Schlumberger Ltd. | | | 16,907 | | | | 474,072 | |
Teekay LNG Partners LP | | | 13,493 | | | | 187,553 | |
World Fuel Services Corp.(a) | | | 10,641 | | | | 344,343 | |
| | | | | | | 3,857,242 | |
Financials—16.3% | | | | | | | | |
Aflac, Inc.(a) | | | 4,609 | | | | 261,238 | |
American International Group, Inc.† | | | 7,096 | | | | 387,158 | |
Arthur J Gallagher & Co. | | | 1,826 | | | | 262,250 | |
Bank of America Corp.† | | | 17,259 | | | | 720,563 | |
Bank OZK† | | | 12,129 | | | | 514,634 | |
BGC Partners, Inc., Class A† | | | 121,992 | | | | 628,259 | |
Charles Schwab Corp., (The)# | | | 4,281 | | | | 311,871 | |
Citigroup, Inc.† | | | 11,899 | | | | 855,657 | |
Diamond Hill Investment Group, Inc. | | | 2,053 | | | | 375,761 | |
Enova International, Inc.* | | | 9,277 | | | | 305,955 | |
Evercore, Inc., Class A | | | 3,072 | | | | 428,974 | |
Granite Point Mortgage Trust, Inc.† | | | 19,637 | | | | 270,205 | |
Heritage Insurance Holdings, Inc.† | | | 76,551 | | | | 535,857 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(continued) | | | | | | | | |
Jefferies Financial Group, Inc.† | | | 22,651 | | | $ | 837,181 | |
KB Financial Group, Inc. - ADR(a) | | | 11,197 | | | | 509,575 | |
Morgan Stanley† | | | 6,380 | | | | 666,263 | |
Stifel Financial Corp.(a)† | | | 14,093 | | | | 973,826 | |
SVB Financial Group* | | | 603 | | | | 337,379 | |
Universal Insurance Holdings, Inc.† | | | 20,214 | | | | 287,847 | |
Western Alliance Bancorp† | | | 5,278 | | | | 514,922 | |
| | | | | | | 9,985,375 | |
Health Care—17.7% | | | | | | | | |
Amgen, Inc.† | | | 3,413 | | | | 769,734 | |
Anthem, Inc.† | | | 2,396 | | | | 898,812 | |
Bausch Health Cos., Inc.*† | | | 23,161 | | | | 674,680 | |
Centene Corp.* | | | 6,627 | | | | 417,368 | |
Cigna Corp.† | | | 3,700 | | | | 783,105 | |
CVS Health Corp.† | | | 11,516 | | | | 994,867 | |
Hanger, Inc.*† | | | 16,825 | | | | 401,781 | |
Harrow Health, Inc.*† | | | 42,181 | | | | 447,119 | |
HCA Healthcare, Inc.† | | | 3,576 | | | | 904,656 | |
Henry Schein, Inc.* | | | 6,220 | | | | 470,170 | |
Jazz Pharmaceuticals PLC* | | | 2,031 | | | | 267,503 | |
Johnson & Johnson† | | | 4,335 | | | | 750,519 | |
Medtronic PLC† | | | 4,209 | | | | 561,817 | |
Novartis AG - SP ADR† | | | 9,672 | | | | 893,596 | |
Syneos Health, Inc.* | | | 3,552 | | | | 329,555 | |
UnitedHealth Group, Inc.† | | | 1,424 | | | | 592,768 | |
Universal Health Services, Inc., Class B† | | | 4,108 | | | | 639,862 | |
| | | | | | | 10,797,912 | |
Industrials—12.8% | | | | | | | | |
Acuity Brands, Inc.(a) | | | 1,689 | | | | 311,671 | |
AerCap Holdings NV*† | | | 4,823 | | | | 260,104 | |
ASGN, Inc.* | | | 2,996 | | | | 336,121 | |
Barrett Business Services, Inc.† | | | 6,287 | | | | 487,242 | |
Builders FirstSource, Inc.*† | | | 11,067 | | | | 589,760 | |
CACI International, Inc., Class A* | | | 1,575 | | | | 405,625 | |
China Yuchai International Ltd. | | | 24,688 | | | | 351,804 | |
Forward Air Corp. | | | 2,903 | | | | 255,958 | |
Gibraltar Industries, Inc.* | | | 3,483 | | | | 260,041 | |
Graham Corp.† | | | 16,094 | | | | 193,128 | |
Heidrick & Struggles International, Inc.† | | | 6,198 | | | | 267,878 | |
Insperity, Inc. | | | 4,407 | | | | 486,268 | |
JetBlue Airways Corp.*† | | | 25,784 | | | | 390,112 | |
KBR, Inc.† | | | 6,916 | | | | 269,309 | |
Kelly Services, Inc., Class A*† | | | 15,758 | | | | 306,336 | |
L B Foster Co., Class A* | | | 8,898 | | | | 151,711 | |
Lockheed Martin Corp. | | | 1,221 | | | | 439,316 | |
Primoris Services Corp. | | | 11,723 | | | | 301,281 | |
Quanta Services, Inc.† | | | 6,319 | | | | 645,170 | |
UFP Industries, Inc.(a) | | | 5,859 | | | | 439,894 | |
Vectrus, Inc.* | | | 7,782 | | | | 391,512 | |
ZIM Integrated Shipping Services Ltd. | | | 6,312 | | | | 304,870 | |
| | | | | | | 7,845,111 | |
Information Technology—18.8% | | | | | | | | |
Akamai Technologies, Inc.*† | | | 2,093 | | | | 237,032 | |
Applied Materials, Inc.# | | | 2,990 | | | | 404,039 | |
Arrow Electronics, Inc.* | | | 2,629 | | | | 318,687 | |
Box, Inc., Class A* | | | 12,084 | | | | 311,525 | |
Capgemini SE - ADR† | | | 6,487 | | | | 291,396 | |
Cass Information Systems, Inc. | | | 7,347 | | | | 331,203 | |
The accompanying notes are an integral part of the financial statements.
44 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
Information Technology—(continued) | | | | | | | | |
Check Point Software Technologies Ltd.* | | | 3,522 | | | $ | 442,469 | |
Cisco Systems, Inc. | | | 6,469 | | | | 381,800 | |
Cognizant Technology Solutions Corp., Class A† | | | 7,403 | | | | 564,923 | |
Concentrix Corp.*† | | | 4,321 | | | | 749,219 | |
Dolby Laboratories, Inc., Class A† | | | 2,732 | | | | 270,769 | |
EVERTEC, Inc.† | | | 12,444 | | | | 575,535 | |
Fabrinet*(a)† | | | 6,559 | | | | 675,708 | |
Fidelity National Information Services, Inc.(a) | | | 1,810 | | | | 231,264 | |
FleetCor Technologies, Inc.* | | | 911 | | | | 239,848 | |
Hackett Group Inc., (The)† | | | 24,821 | | | | 486,492 | |
Hollysys Automation Technologies Ltd. | | | 20,075 | | | | 394,474 | |
HP, Inc.† | | | 8,442 | | | | 251,065 | |
InterDigital, Inc. | | | 6,753 | | | | 486,959 | |
Open Text Corp.† | | | 9,699 | | | | 531,796 | |
Oracle Corp.† | | | 5,400 | | | | 481,302 | |
Perficient, Inc.*(a)† | | | 5,375 | | | | 640,807 | |
Qorvo, Inc.* | | | 1,899 | | | | 357,069 | |
Super Micro Computer, Inc.*† | | | 9,754 | | | | 356,411 | |
SYNNEX Corp.† | | | 4,321 | | | | 549,069 | |
Telefonaktiebolaget LM Ericsson - SP ADR† | | | 37,557 | | | | 443,924 | |
Zebra Technologies Corp., Class A*† | | | 809 | | | | 475,021 | |
| | | | | | | 11,479,806 | |
Materials—2.9% | | | | | | | | |
Berry Global Group, Inc.*† | | | 9,240 | | | | 620,651 | |
Dundee Precious Metals, Inc. | | | 34,136 | | | | 210,230 | |
POSCO - SP ADR(a) | | | 3,522 | | | | 251,471 | |
Rio Tinto PLC - SP ADR† | | | 3,282 | | | | 246,380 | |
Ternium SA - SP ADR† | | | 7,780 | | | | 423,076 | |
| | | | | | | 1,751,808 | |
Real Estate—3.9% | | | | | | | | |
Jones Lang LaSalle, Inc.* | | | 1,545 | | | | 374,554 | |
Medical Properties Trust, Inc.† | | | 11,079 | | | | 226,898 | |
Newmark Group, Inc., Class A† | | | 78,440 | | | | 1,068,353 | |
RE/MAX Holdings, Inc., Class A | | | 11,832 | | | | 396,254 | |
Simon Property Group, Inc.(a) | | | 2,418 | | | | 325,100 | |
| | | | | | | 2,391,159 | |
TOTAL COMMON STOCKS (Cost $35,249,095) | | | | | | | 61,180,736 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—11.6% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.09%(b) | | | 7,088,767 | | | | 7,088,767 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $7,088,767) | | | | | | | 7,088,767 | |
SHORT-TERM INVESTMENTS—0.9% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(b) | | | 530,224 | | | | 530,224 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $530,224) | | | | | | | 530,224 | |
TOTAL LONG POSITIONS—112.6% (Cost $42,868,086) | | | | | | | 68,799,726 | |
SECURITIES SOLD SHORT—(14.7%) | | | | | | | | |
COMMON STOCKS—(13.9%) | | | | | | | | |
Communication Services—(1.1%) | | | | | | | | |
CTC Communications Group, Inc.*‡ | | | (98,900 | ) | | | 0 | |
Krispy Kreme, Inc.* | | | (16,866 | ) | | | (281,831 | ) |
Skillz, Inc.* | | | (10,394 | ) | | | (122,337 | ) |
Spotify Technology SA* | | | (1,047 | ) | | | (245,354 | ) |
| | | | | | | (649,522 | ) |
Consumer Discretionary—(2.9%) | | | | | | | | |
Arcimoto, Inc.* | | | (1,958 | ) | | | (24,318 | ) |
Dave & Buster’s Entertainment, Inc.* | | | (6,146 | ) | | | (229,983 | ) |
F45 Training Holdings, Inc.* | | | (18,687 | ) | | | (253,396 | ) |
MarineMax, Inc.* | | | (2,898 | ) | | | (140,901 | ) |
Peloton Interactive, Inc., Class A* | | | (2,257 | ) | | | (226,129 | ) |
Planet Fitness, Inc., Class A* | | | (2,223 | ) | | | (180,730 | ) |
Qsound Labs, Inc.*‡ | | | (4,440 | ) | | | 0 | |
RealReal, Inc., (The)* | | | (20,504 | ) | | | (255,070 | ) |
Stitch Fix, Inc., Class A* | | | (1,993 | ) | | | (83,527 | ) |
ThredUp, Inc., Class A* | | | (8,109 | ) | | | (155,450 | ) |
Wayfair, Inc., Class A* | | | (834 | ) | | | (234,145 | ) |
| | | | | | | (1,783,649 | ) |
Consumer Staples—(1.9%) | | | | | | | | |
22nd Century Group, Inc.* | | | (33,602 | ) | | | (119,959 | ) |
Amish Naturals, Inc.*‡ | | | (25,959 | ) | | | 0 | |
Beyond Meat, Inc.* | | | (534 | ) | | | (63,888 | ) |
Celsius Holdings, Inc.* | | | (2,421 | ) | | | (197,941 | ) |
Laird Superfood, Inc.* | | | (7,170 | ) | | | (142,898 | ) |
National Beverage Corp. | | | (4,043 | ) | | | (188,202 | ) |
SunOpta, Inc.* | | | (19,001 | ) | | | (179,179 | ) |
Tattooed Chef, Inc.* | | | (13,542 | ) | | | (286,684 | ) |
| | | | | | | (1,178,751 | ) |
Energy—(0.5%) | | | | | | | | |
Beard Co.* | | | (9,710 | ) | | | (5 | ) |
Green Plains, Inc.* | | | (7,694 | ) | | | (270,059 | ) |
| | | | | | | (270,064 | ) |
Financials—(0.3%) | | | | | | | | |
Lemonade, Inc.* | | | (2,546 | ) | | | (192,325 | ) |
Health Care—(0.7%) | | | | | | | | |
Berkeley Lights, Inc.* | | | (4,546 | ) | | | (161,656 | ) |
Bionano Genomics, Inc.* | | | (12,849 | ) | | | (74,910 | ) |
BodyTel Scientific, Inc.*‡ | | | (4,840 | ) | | | 0 | |
CareView Communications, Inc.* | | | (174,320 | ) | | | (27,037 | ) |
Hims & Hers Health, Inc.* | | | (19,317 | ) | | | (152,218 | ) |
| | | | | | | (415,821 | ) |
Industrials—(1.5%) | | | | | | | | |
Applied Energetics, Inc.* | | | (32,541 | ) | | | (53,693 | ) |
Blue Bird Corp.* | | | (9,337 | ) | | | (202,146 | ) |
Capstone Green Energy Corp.* | | | (341 | ) | | | (1,613 | ) |
Corporate Resource Services, Inc.* | | | (218,896 | ) | | | (110 | ) |
DynaMotive Energy Systems Corp.*‡ | | | (72,185 | ) | | | (7 | ) |
Ener1, Inc.*‡ | | | (102,820 | ) | | | (10 | ) |
Ideanomics, Inc.* | | | (69,087 | ) | | | (173,408 | ) |
Sunrun, Inc.* | | | (6,063 | ) | | | (268,288 | ) |
Valence Technology, Inc.*‡ | | | (27,585 | ) | | | (3 | ) |
Virgin Galactic Holdings, Inc.* | | | (8,665 | ) | | | (234,908 | ) |
| | | | | | | (934,186 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 45
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Information Technology—(4.5%) | | | | | | | | |
Alteryx, Inc., Class A* | | | (2,315 | ) | | $ | (171,241 | ) |
Anaplan, Inc.* | | | (3,482 | ) | | | (208,850 | ) |
ANTs software, Inc.*‡ | | | (10,334 | ) | | | (1 | ) |
Appian Corp.* | | | (200 | ) | | | (21,440 | ) |
Consygen, Inc.*‡ | | | (200 | ) | | | 0 | |
Coupa Software, Inc.* | | | (1,511 | ) | | | (369,908 | ) |
Fastly, Inc., Class A* | | | (3,932 | ) | | | (171,435 | ) |
Guidewire Software, Inc.* | | | (2,292 | ) | | | (271,510 | ) |
Inseego Corp.* | | | (1,509 | ) | | | (12,676 | ) |
Interliant, Inc.*‡ | | | (600 | ) | | | 0 | |
MicroVision, Inc.* | | | (18,622 | ) | | | (274,302 | ) |
Momentive Global, Inc.* | | | (13,198 | ) | | | (258,813 | ) |
Nestor, Inc.*‡ | | | (15,200 | ) | | | (2 | ) |
PROS Holdings, Inc.* | | | (4,883 | ) | | | (211,141 | ) |
Q2 Holdings, Inc.* | | | (2,909 | ) | | | (256,254 | ) |
RingCentral, Inc., Class A* | | | (789 | ) | | | (199,033 | ) |
Shopify, Inc., Class A* | | | (175 | ) | | | (266,836 | ) |
Tiger Telematics, Inc.*‡ | | | (6,510 | ) | | | 0 | |
Uni-Pixel, Inc.* | | | (19,665 | ) | | | (39 | ) |
Worldgate Communications, Inc.*‡ | | | (582,655 | ) | | | (58 | ) |
Xybernaut Corp.*‡ | | | (34,156 | ) | | | 0 | |
Zoom Video Communications, Inc., Class A* | | | (267 | ) | | | (77,297 | ) |
| | | | | | | (2,770,836 | ) |
Materials—(0.3%) | | | | | | | | |
Louisiana-Pacific Corp. | | | (2,959 | ) | | | (187,719 | ) |
Mountain Province Diamonds, Inc.* | | | (4,735 | ) | | | (1,707 | ) |
| | | | | | | (189,426 | ) |
Utilities—(0.2%) | | | | | | | | |
Cadiz, Inc.* | | | (10,297 | ) | | | (138,392 | ) |
TOTAL COMMON STOCKS (Proceeds $(13,655,898)) | | | | | | | (8,522,972 | ) |
EXCHANGE TRADED FUND—(0.8%) | | | | | | | | |
Finance and Insurance—(0.8%) | | | | | | | | |
iShares 20+ Year Treasury Bond ETF | | | (3,129 | ) | | | (465,689 | ) |
TOTAL EXCHANGE TRADED FUND (Proceeds $(531,939)) | | | | | | | (465,689 | ) |
TOTAL SECURITIES SOLD SHORT—(14.7%) (Proceeds $(14,187,837)) | | | | | | | (8,988,661 | ) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
OPTIONS WRITTEN ††—(0.2%) | | | | | | | |
Call Options Written—(0.2%) | | | | | | | |
Applied Materials, Inc. | | | | | | | | | | | | |
Expiration: 01/21/2022, Exercise Price: 130.00 | | | (28 | ) | | | (378,364 | ) | | | (39,760 | ) |
Charles Schwab Corp., (The) | | | | | | | | | | | | |
Expiration: 01/21/2022, Exercise Price: 80.00 | | | (40 | ) | | | (291,400 | ) | | | (10,240 | ) |
Papa John’s International, Inc. | | | | | | | | | | | | |
Expiration: 01/21/2022, Exercise Price: 130.00 | | | (53 | ) | | | (675,909 | ) | | | (46,110 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(121,396)) | | | (96,110 | ) |
Put Options Written—(0.0%) | | | | | | | | | | | | |
Wells Fargo & Co. | | | | | | | | | | | | |
Expiration: 01/21/2022, Exercise Price: 22.50 | | | (360 | ) | | | (1,645,200 | ) | | | (6,120 | ) |
TOTAL PUT OPTIONS WRITTEN (Premiums received $(124,670)) | | | | (6,120 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(246,066)) | | | | (102,230 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—2.3% | | | | | | | | | | | 1,413,889 | |
NET ASSETS—100.0% | | | | | | | | | | $ | 61,122,725 | |
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, 2021, the market value of securities on loan was $6,923,720. |
(b) | — | The rate shown is as of August 31, 2021. |
† | — | 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, 2021, these securities amounted to $(81) 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.
46 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT EQUITY FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2021, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) | |
Short | | | | | | | | | | | | | | | | | | | | | | | | |
United States | | | | | | | | | | | | | | | | | | | | | | | | |
10X Genomics Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | % | | Monthly | | | (2,737 | ) | | $ | (481,493 | ) | | | $ | (43,382 | ) |
AMC Entertainment Holdings, Class A | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (13,767 | ) | | | (648,839 | ) | | | | (93,909 | ) |
Appfolio, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | J(1,926 | ) | | | (227,461 | ) | | | | 7,568 | |
Appian Corp. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (5,113 | ) | | | (548,114 | ) | | | | (21,483 | ) |
Arcimoto, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (16,133 | ) | | | (200,372 | ) | | | | (12,367 | ) |
Aspira Women’s Health, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (59,815 | ) | | | (227,895 | ) | | | | (12,567 | ) |
Beyond Meat, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (1,563 | ) | | | (186,997 | ) | | | | 1,137 | |
Bill.com Holdings, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (1,632 | ) | | | (447,804 | ) | | | | (90,316 | ) |
Bit Digital, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (16,389 | ) | | | (210,107 | ) | | | | (37,807 | ) |
Carvana Co. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (3,633 | ) | | | (1,191,843 | ) | | | | 86,024 | |
Ceridian HCM Holding, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (3,844 | ) | | | (431,873 | ) | | | | (11,688 | ) |
Cree, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (6,845 | ) | | | (581,688 | ) | | | | (1,783 | ) |
DoorDash, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (1,188 | ) | | | (227,383 | ) | | | | (476 | ) |
Everbridge, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (1,644 | ) | | | (258,059 | ) | | | | (11,410 | ) |
GameStop Corp., Class A | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (4,234 | ) | | | (924,028 | ) | | | | (55,145 | ) |
Glaukos Corp. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (4,728 | ) | | | (281,931 | ) | | | | (25,438 | ) |
Heska Corp. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (773 | ) | | | (205,077 | ) | | | | (581 | ) |
HyreCar, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (27,686 | ) | | | (311,191 | ) | | | | 13,011 | |
Impinj, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (4,838 | ) | | | (282,007 | ) | | | | (12,386 | ) |
Inseego Corp. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (23,364 | ) | | | (196,258 | ) | | | | (5,380 | ) |
Lululemon Athletica, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (886 | ) | | | (354,551 | ) | | | | 3,781 | |
Marathon Digital Holdings, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (8,336 | ) | | | (338,358 | ) | | | | (36,434 | ) |
MongoDB, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (1,136 | ) | | | (445,119 | ) | | | | (3,490 | ) |
Netflix, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (1,750 | ) | | | (996,083 | ) | | | | (33,377 | ) |
Okta, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (1,499 | ) | | | (395,136 | ) | | | | (2,146 | ) |
Omega Flex, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (2,655 | ) | | | (403,560 | ) | | | | (4,728 | ) |
Planet Fitness, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (8,037 | ) | | | (653,408 | ) | | | | (10,451 | ) |
Rapid7, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (4,382 | ) | | | (532,501 | ) | | | | (23,095 | ) |
Redfin Corp. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (4,427 | ) | | | (215,019 | ) | | | | 5,179 | |
Riot Blockchain, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (13,167 | ) | | | (491,392 | ) | | | | (13,710 | ) |
Shake Shack, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (2,211 | ) | | | (191,804 | ) | | | | (2,522 | ) |
Sonos, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (8,307 | ) | | | (330,037 | ) | | | | 7,060 | |
Square, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (1,048 | ) | | | (280,937 | ) | | | | (6,226 | ) |
Tesla, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (1,610 | ) | | | (1,184,509 | ) | | | | (55,646 | ) |
Zoom Video Communications, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (340 | ) | | | (98,430 | ) | | | | 17,383 | |
Zscaler, Inc. | | Morgan Stanley | | 09/20/2022 | | | | 0.09 | | | Monthly | | | (657 | ) | | | (182,869 | ) | | | | (7,471 | ) |
| | | | | | | | | | | | | | | | | | (15,164,133 | ) | | | | (494,271 | ) |
Total Short | | | | | | | | | | | | | | | | | | (15,164,133 | ) | | | | (494,271 | ) |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | | | | $ | (494,271 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 47
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
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, 2021 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 | | $ | 2,725,001 | | | $ | 2,725,001 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 9,738,990 | | | | 9,295,816 | | | | 443,174 | | | | — | | | | — | |
Consumer Staples | | | 608,332 | | | | 608,332 | | | | — | | | | — | | | | — | |
Energy | | | 3,857,242 | | | | 3,857,242 | | | | — | | | | — | | | | — | |
Financials | | | 9,985,375 | | | | 9,985,375 | | | | — | | | | — | | | | — | |
Health Care | | | 10,797,912 | | | | 10,797,912 | | | | — | | | | — | | | | — | |
Industrials | | | 7,845,111 | | | | 7,845,111 | | | | — | | | | — | | | | — | |
Information Technology | | | 11,479,806 | | | | 11,479,806 | | | | — | | | | — | | | | — | |
Materials | | | 1,751,808 | | | | 1,751,808 | | | | — | | | | — | | | | — | |
Real Estate | | | 2,391,159 | | | | 2,391,159 | | | | — | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 7,088,767 | | | | — | | | | — | | | | — | | | | 7,088,767 | |
Short-Term Investments | | | 530,224 | | | | 530,224 | | | | — | | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | 141,143 | | | | 141,143 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 68,940,870 | | | $ | 61,408,929 | | | $ | 443,174 | | | $ | — | | | $ | 7,088,767 | |
| | | | | | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Securities Sold Short | | | | | | | | | | | | | | | | | | | | |
Communication Services | | $ | (649,522 | ) | | $ | (649,522 | ) | | $ | — | | | $ | — | ** | | $ | — | |
Consumer Discretionary | | | (1,783,649 | ) | | | (1,783,649 | ) | | | — | | | | — | ** | | | — | |
Consumer Staples | | | (1,178,751 | ) | | | (1,178,751 | ) | | | — | | | | — | ** | | | — | |
Energy | | | (270,064 | ) | | | (270,064 | ) | | | — | | | | — | | | | — | |
Financials | | | (192,325 | ) | | | (192,325 | ) | | | — | | | | — | | | | — | |
Health Care | | | (415,821 | ) | | | (415,821 | ) | | | — | | | | — | ** | | | — | |
Industrials | | | (934,186 | ) | | | (934,166 | ) | | | — | | | | (20 | ) | | | — | |
Information Technology | | | (2,770,836 | ) | | | (2,770,775 | ) | | | — | | | | (61 | ) | | | — | |
Materials | | | (189,426 | ) | | | (189,426 | ) | | | — | | | | — | | | | — | |
Utilities | | | (138,392 | ) | | | (138,392 | ) | | | — | | | | — | | | | — | |
Exchange Traded Funds | | | (465,689 | ) | | | (465,689 | ) | | | — | | | | — | | | | — | |
Options Written | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | (102,230 | ) | | | (56,120 | ) | | | (46,110 | ) | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | (635,414 | ) | | | (635,414 | ) | | | — | | | | — | | | | — | |
Total Liabilities | | $ | (9,726,305 | ) | | $ | (9,680,114 | ) | | $ | (46,110 | ) | | $ | (81 | ) | | $ | — | |
* | 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. |
** | 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 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments |
LONG POSITIONS—98.3% | | | | | | |
COMMON STOCKS—97.9% | | | | | | |
Communication Services—10.0% | | | | | | |
Activision Blizzard, Inc. | | | 27,905 | | | $ | 2,298,535 | |
Alphabet, Inc., Class A*† | | | 4,651 | | | | 13,459,761 | |
Alphabet, Inc., Class C* | | | 3,265 | | | | 9,498,669 | |
Altice USA, Inc., Class A* | | | 62,893 | | | | 1,725,784 | |
Charter Communications, Inc., Class A* | | | 4,796 | | | | 3,916,701 | |
Facebook, Inc., Class A*† | | | 59,685 | | | | 22,643,295 | |
Gray Television, Inc. | | | 184,812 | | | | 4,202,625 | |
Live Nation Entertainment, Inc.* | | | 31,521 | | | | 2,732,871 | |
NetEase, Inc. - ADR | | | 14,522 | | | | 1,414,733 | |
Nexstar Media Group, Inc., Class A | | | 42,463 | | | | 6,358,834 | |
TEGNA, Inc. | | | 377,264 | | | | 6,685,118 | |
T-Mobile US, Inc.* | | | 41,936 | | | | 5,746,071 | |
Yelp, Inc.*† | | | 40,943 | | | | 1,576,715 | |
| | | | | | | 82,259,712 | |
Consumer Discretionary—10.9% | | | | | | | | |
AutoNation, Inc.* | | | 16,921 | | | | 1,845,912 | |
AutoZone, Inc.* | | | 5,038 | | | | 7,804,618 | |
Caesars Entertainment, Inc.* | | | 19,513 | | | | 1,983,106 | |
Callaway Golf Co.*† | | | 142,670 | | | | 4,003,320 | |
Carter’s, Inc. | | | 28,471 | | | | 2,914,861 | |
Dick’s Sporting Goods, Inc. | | | 14,379 | | | | 2,024,707 | |
Dollar General Corp. | | | 12,181 | | | | 2,715,267 | |
eBay, Inc.† | | | 67,708 | | | | 5,195,912 | |
Flutter Entertainment PLC* | | | 22,151 | | | | 4,300,814 | |
Foot Locker, Inc. | | | 46,859 | | | | 2,656,437 | |
GVC Holdings PLC* | | | 248,106 | | | | 6,593,645 | |
Harley-Davidson, Inc.† | | | 195,152 | | | | 7,714,358 | |
Hasbro, Inc. | | | 25,924 | | | | 2,548,588 | |
Kohl’s Corp. | | | 30,276 | | | | 1,737,842 | |
LKQ Corp.* | | | 69,978 | | | | 3,687,141 | |
Mohawk Industries, Inc.* | | | 14,959 | | | | 2,958,292 | |
Polaris, Inc. | | | 31,146 | | | | 3,730,045 | |
PVH Corp.* | | | 21,675 | | | | 2,271,323 | |
Restaurant Brands International, Inc. | | | 40,727 | | | | 2,615,081 | |
Ross Stores, Inc. | | | 19,779 | | | | 2,341,834 | |
Sony Corp. - SP ADR | | | 11,587 | | | | 1,198,791 | |
Stride, Inc.* | | | 62,871 | | | | 2,152,703 | |
Tempur Sealy International, Inc. | | | 37,915 | | | | 1,694,800 | |
Travel + Leisure Co. | | | 48,657 | | | | 2,664,457 | |
Ulta Beauty, Inc.* | | | 9,389 | | | | 3,636,454 | |
Whirlpool Corp. | | | 16,186 | | | | 3,585,685 | |
Wyndham Hotels & Resorts, Inc. | | | 31,354 | | | | 2,279,436 | |
| | | | | | | 88,855,429 | |
Consumer Staples—4.7% | | | | | | | | |
Britvic PLC | | | 118,178 | | | | 1,584,155 | |
Coca-Cola European Partners PLC† | | | 156,607 | | | | 9,042,488 | |
Coca-Cola HBC AG* | | | 69,119 | | | | 2,501,763 | |
Mondelez International, Inc., Class A | | | 33,057 | | | | 2,051,848 | |
Nomad Foods Ltd.* | | | 187,663 | | | | 4,952,427 | |
Philip Morris International, Inc.† | | | 97,390 | | | | 10,031,170 | |
Procter & Gamble Co., (The) | | | 15,487 | | | | 2,205,194 | |
Swedish Match AB* | | | 343,969 | | | | 3,177,824 | |
US Foods Holding Corp.* | | | 88,249 | | | | 3,000,466 | |
| | | | | | | 38,547,335 | |
Energy—11.4% | | | | | | | | |
Canadian Natural Resources Ltd. | | | 156,911 | | | | 5,189,047 | |
Cenovus Energy, Inc. | | | 662,240 | | | | 5,495,702 | |
Energy—(continued) | | | | | | | | |
ChampionX Corp.*† | | | 160,436 | | | $ | 3,742,972 | |
ConocoPhillips† | | | 71,002 | | | | 3,942,741 | |
Devon Energy Corp. | | | 211,022 | | | | 6,235,700 | |
Diamondback Energy, Inc.† | | | 67,886 | | | | 5,236,726 | |
Enerplus Corp. | | | 566,651 | | | | 3,350,546 | |
EOG Resources, Inc. | | | 74,053 | | | | 5,000,059 | |
Halliburton Co.† | | | 237,832 | | | | 4,751,883 | |
Helmerich & Payne, Inc. | | | 124,280 | | | | 3,345,618 | |
HollyFrontier Corp. | | | 175,540 | | | | 5,675,208 | |
Kosmos Energy Ltd.* | | | 1,036,509 | | | | 2,446,161 | |
Marathon Petroleum Corp. | | | 93,900 | | | | 5,565,453 | |
MEG Energy Corp.* | | | 497,864 | | | | 3,172,692 | |
National Energy Services Reunited Corp.* | | | 246,300 | | | | 2,795,505 | |
PDC Energy, Inc. | | | 93,867 | | | | 3,918,947 | |
Pioneer Natural Resources Co. | | | 43,249 | | | | 6,473,078 | |
Royal Dutch Shell PLC, Class A - SP ADR† | | | 66,087 | | | | 2,627,619 | |
Schlumberger Ltd. | | | 182,094 | | | | 5,105,916 | |
Viper Energy Partners LP | | | 102,698 | | | | 1,901,967 | |
Whitehaven Coal Ltd.* | | | 1,720,764 | | | | 3,158,613 | |
Whiting Petroleum Corp.* | | | 80,889 | | | | 3,797,739 | |
| | | | | | | 92,929,892 | |
Financials—15.8% | | | | | | | | |
Allstate Corp., (The)† | | | 25,554 | | | | 3,456,945 | |
American International Group, Inc.† | | | 46,378 | | | | 2,530,384 | |
Ameriprise Financial, Inc.† | | | 35,292 | | | | 9,631,540 | |
Artisan Partners Asset Management, Inc., Class A | | | 47,560 | | | | 2,471,218 | |
Bank of America Corp.† | | | 176,924 | | | | 7,386,577 | |
Bank of New York Mellon Corp., (The)† | | | 67,420 | | | | 3,722,932 | |
Berkshire Hathaway, Inc., Class B*† | | | 10,113 | | | | 2,889,992 | |
BNP Paribas SA | | | 37,200 | | | | 2,356,614 | |
Capital One Financial Corp. | | | 23,599 | | | | 3,916,726 | |
Citigroup, Inc.† | | | 82,701 | | | | 5,947,029 | |
DBS Group Holdings Ltd. | | | 66,900 | | | | 1,483,379 | |
Discover Financial Services† | | | 33,120 | | | | 4,246,646 | |
DNB Bank ASA | | | 57,003 | | | | 1,203,149 | |
East West Bancorp, Inc. | | | 50,342 | | | | 3,692,082 | |
Everest Re Group Ltd. | | | 10,197 | | | | 2,701,185 | |
Fifth Third Bancorp† | | | 159,038 | | | | 6,180,217 | |
Goldman Sachs Group, Inc., (The)† | | | 11,283 | | | | 4,665,633 | |
Hana Financial Group, Inc. | | | 38,795 | | | | 1,502,297 | |
Huntington Bancshares, Inc.† | | | 351,357 | | | | 5,456,574 | |
ING Groep NV | | | 214,739 | | | | 2,962,189 | |
JPMorgan Chase & Co.† | | | 43,283 | | | | 6,923,116 | |
KeyCorp† | | | 261,648 | | | | 5,316,687 | |
Moody’s Corp. | | | 10,298 | | | | 3,921,169 | |
Navient Corp.† | | | 58,417 | | | | 1,355,859 | |
Nordea Bank Abp | | | 250,855 | | | | 2,946,303 | |
Regions Financial Corp. | | | 170,360 | | | | 3,480,455 | |
Renaissance Holdings Ltd. | | | 9,556 | | | | 1,497,712 | |
S&P Global, Inc. | | | 5,403 | | | | 2,397,959 | |
SLM Corp. | | | 193,501 | | | | 3,628,144 | |
Synchrony Financial | | | 76,717 | | | | 3,816,671 | |
Truist Financial Corp.† | | | 104,113 | | | | 5,940,688 | |
UBS Group AG | | | 113,446 | | | | 1,890,010 | |
United Overseas Bank Ltd. | | | 85,200 | | | | 1,612,945 | |
Wells Fargo & Co.† | | | 142,786 | | | | 6,525,320 | |
| | | | | | | 129,656,346 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 49
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Health Care—12.5% | | | | | | | | |
Abbott Laboratories† | | | 31,998 | | | $ | 4,043,587 | |
AbbVie, Inc.† | | | 72,653 | | | | 8,775,029 | |
AmerisourceBergen Corp. | | | 6,766 | | | | 826,873 | |
Amgen, Inc. | | | 18,956 | | | | 4,275,147 | |
Anthem, Inc.† | | | 7,807 | | | | 2,928,640 | |
AstraZeneca PLC | | | 22,451 | | | | 2,625,505 | |
Avantor, Inc.*† | | | 106,167 | | | | 4,187,226 | |
Biogen, Inc.* | | | 5,194 | | | | 1,760,298 | |
Boston Scientific Corp.*† | | | 54,151 | | | | 2,444,918 | |
Centene Corp.* | | | 38,608 | | | | 2,431,532 | |
Cigna Corp.† | | | 14,216 | | | | 3,008,816 | |
CVS Health Corp.† | | | 49,828 | | | | 4,304,641 | |
Envista Holdings Corp.* | | | 53,815 | | | | 2,302,744 | |
HCA Healthcare, Inc. | | | 15,971 | | | | 4,040,344 | |
Humana, Inc. | | | 6,603 | | | | 2,676,988 | |
ICON PLC* | | | 8,207 | | | | 2,099,104 | |
IQVIA Holdings, Inc.* | | | 4,957 | | | | 1,287,482 | |
Jazz Pharmaceuticals PLC* | | | 1,915 | | | | 252,225 | |
Johnson & Johnson† | | | 30,072 | | | | 5,206,365 | |
Medtronic PLC | | | 17,716 | | | | 2,364,732 | |
Merck & Co., Inc. | | | 4,251 | | | | 324,309 | |
Molina Healthcare, Inc.* | | | 1,514 | | | | 406,918 | |
Novartis AG - SP ADR | | | 22,169 | | | | 2,048,194 | |
Novo Nordisk A/S, Class B | | | 15,187 | | | | 1,520,370 | |
Ortho Clinical Diagnostics Holdings PLC* | | | 112,691 | | | | 2,303,404 | |
Pfizer, Inc. | | | 32,807 | | | | 1,511,418 | |
R1 RCM, Inc.* | | | 48,500 | | | | 956,420 | |
Sanofi | | | 19,568 | | | | 2,027,999 | |
Sotera Health Co.* | | | 101,899 | | | | 2,492,450 | |
Stryker Corp. | | | 8,704 | | | | 2,411,878 | |
Syneos Health, Inc.* | | | 7,513 | | | | 697,056 | |
Thermo Fisher Scientific, Inc. | | | 12,446 | | | | 6,906,908 | |
UCB SA | | | 11,096 | | | | 1,269,481 | |
UnitedHealth Group, Inc. | | | 22,764 | | | | 9,475,970 | |
Universal Health Services, Inc., Class B | | | 12,406 | | | | 1,932,359 | |
Zimmer Biomet Holdings, Inc | | | 26,058 | | | | 3,920,426 | |
| | | | | | | 102,047,756 | |
Industrials—13.5% | | | | | | | | |
Allegion PLC | | | 20,230 | | | | 2,912,918 | |
Allison Transmission Holdings, Inc.† | | | 89,123 | | | | 3,295,769 | |
Altra Industrial Motion Corp. | | | 29,660 | | | | 1,736,890 | |
AMETEK, Inc.† | | | 14,763 | | | | 2,007,325 | |
ASGN, Inc.* | | | 76,284 | | | | 8,558,302 | |
Boeing Co., (The)* | | | 16,277 | | | | 3,572,802 | |
BWX Technologies, Inc. | | | 96,764 | | | | 5,557,157 | |
Canadian National Railway Co. | | | 71,457 | | | | 8,405,487 | |
Caterpillar, Inc. | | | 9,393 | | | | 1,980,702 | |
Deere & Co. | | | 4,241 | | | | 1,603,225 | |
Dover Corp. | | | 13,309 | | | | 2,320,557 | |
Eaton Corp., PLC† | | | 10,290 | | | | 1,732,424 | |
General Dynamics Corp. | | | 18,459 | | | | 3,697,522 | |
Hexcel Corp.* | | | 75,566 | | | | 4,285,348 | |
Howmet Aerospace, Inc. | | | 144,804 | | | | 4,597,527 | |
Huron Consulting Group, Inc.* | | | 76,329 | | | | 3,768,363 | |
Leidos Holdings, Inc.† | | | 38,765 | | | | 3,803,234 | |
Maxar Technologies, Inc. | | | 29,994 | | | | 953,509 | |
Middleby Corp., (The)* | | | 7,880 | | | | 1,441,567 | |
Oshkosh Corp. | | | 16,390 | | | | 1,877,966 | |
Otis Worldwide Corp. | | | 41,660 | | | | 3,841,885 | |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—(continued) | | | | | | | | |
Owens Corning† | | | 26,724 | | | $ | 2,553,478 | |
Pagegroup PLC | | | 445,130 | | | | 3,855,529 | |
Parker-Hannifin Corp.† | | | 5,376 | | | | 1,594,898 | |
Robert Half International, Inc.† | | | 47,745 | | | | 4,936,833 | |
Science Applications International Corp. | | | 59,635 | | | | 5,023,056 | |
Sensata Technologies Holding PLC* | | | 31,241 | | | | 1,848,842 | |
Teleperformance | | | 8,344 | | | | 3,691,262 | |
Textron, Inc. | | | 32,387 | | | | 2,353,563 | |
Union Pacific Corp. | | | 4,146 | | | | 899,019 | |
Vertiv Holdings Co. | | | 128,501 | | | | 3,619,873 | |
WESCO International, Inc.* | | | 35,109 | | | | 4,108,455 | |
Westinghouse Air Brake Technologies Corp. | | | 46,744 | | | | 4,197,144 | |
| | | | | | | 110,632,431 | |
Information Technology—13.7% | | | | | | | | |
Amdocs Ltd.† | | | 38,755 | | | | 2,985,298 | |
Applied Materials, Inc. | | | 51,475 | | | | 6,955,817 | |
Arrow Electronics, Inc.*† | | | 23,555 | | | | 2,855,337 | |
Broadcom, Inc. | | | 8,306 | | | | 4,129,826 | |
Capgemini SA | | | 22,541 | | | | 5,066,929 | |
Cisco Systems, Inc.† | | | 129,123 | | | | 7,620,840 | |
Cognizant Technology Solutions Corp., Class A | | | 54,420 | | | | 4,152,790 | |
Concentrix Corp.* | | | 30,565 | | | | 5,299,665 | |
Fidelity National Information Services, Inc. | | | 13,072 | | | | 1,670,209 | |
FleetCor Technologies, Inc.* | | | 20,682 | | | | 5,445,157 | |
Flex Ltd.*† | | | 167,885 | | | | 3,119,303 | |
HP, Inc.† | | | 72,586 | | | | 2,158,708 | |
InterDigital, Inc. | | | 21,847 | | | | 1,575,387 | |
Jabil, Inc.† | | | 78,343 | | | | 4,840,031 | |
KLA-Tencor Corp. | | | 9,747 | | | | 3,313,590 | |
Micron Technology, Inc. | | | 77,433 | | | | 5,706,812 | |
Microsoft Corp.† | | | 27,683 | | | | 8,356,944 | |
NetApp, Inc. | | | 55,055 | | | | 4,896,041 | |
NortonLifeLock, Inc. | | | 165,876 | | | | 4,405,667 | |
NXP Semiconductors NV | | | 18,267 | | | | 3,929,780 | |
ON Semiconductor Corp.*† | | | 54,334 | | | | 2,410,256 | |
Oracle Corp.† | | | 36,171 | | | | 3,223,921 | |
Qorvo, Inc.* | | | 30,763 | | | | 5,784,367 | |
QUALCOMM, Inc. | | | 26,387 | | | | 3,870,709 | |
Samsung Electronics Co., Ltd. | | | 34,862 | | | | 2,301,528 | |
SS&C Technologies Holdings, Inc. | | | 66,829 | | | | 5,056,282 | |
Western Digital Corp.* | | | 12,227 | | | | 772,746 | |
| | | | | | | 111,903,940 | |
Materials—4.8% | | | | | | | | |
Avery Dennison Corp. | | | 12,213 | | | | 2,752,688 | |
Axalta Coating Systems Ltd.* | | | 92,780 | | | | 2,833,501 | |
Corteva, Inc.† | | | 48,792 | | | | 2,145,384 | |
Crown Holdings, Inc. | | | 30,394 | | | | 3,336,957 | |
DuPont de Nemours, Inc. | | | 95,133 | | | | 7,041,745 | |
FMC Corp. | | | 45,197 | | | | 4,231,795 | |
Ingevity Corp.* | | | 25,216 | | | | 2,027,114 | |
Linde PLC | | | 7,686 | | | | 2,417,939 | |
Mosaic Co., (The)† | | | 103,272 | | | | 3,323,293 | |
Tronox Holdings PLC, Class A | | | 136,119 | | | | 2,876,195 | |
Valvoline, Inc.† | | | 114,494 | | | | 3,453,139 | |
West Fraser Timber Co., Ltd. | | | 33,152 | | | | 2,559,876 | |
| | | | | | | 38,999,626 | |
The accompanying notes are an integral part of the financial statements.
50 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Real Estate—0.5% | | | | | | | | |
Host Hotels & Resorts, Inc.* | | | 145,036 | | | $ | 2,401,796 | |
Klepierre SA* | | | 74,947 | | | | 1,837,402 | |
| | | | | | | 4,239,198 | |
Utilities—0.1% | | | | | | | | |
CenterPoint Energy, Inc. | | | 46,743 | | | | 1,172,782 | |
TOTAL COMMON STOCKS (Cost $512,463,705) | | | | | | | 801,244,447 | |
WARRANTS—0.0% | | | | | | | | |
Energy—0.0% | | | | | | | | |
Vista Oil & Gas SAB de CV *‡ | | | 1,204,819 | | | | 30,594 | |
TOTAL WARRANTS (Cost $0) | | | | | | | 30,594 | |
SHORT-TERM INVESTMENTS—0.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(a) | | | 3,629,974 | | | | 3,629,974 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $3,629,974) | | | | | | | 3,629,974 | |
TOTAL LONG POSITIONS—98.3% (Cost $516,093,679) | | | | | | | 804,905,015 | |
SECURITIES SOLD SHORT—(18.5%) | | | | | | | | |
COMMON STOCKS—(18.5%) | | | | | | | | |
Communication Services—(0.5%) | | | | | | | | |
Bilibili, Inc. - SP ADR* | | | (12,430 | ) | | | (997,259 | ) |
Pearson PLC | | | (55,008 | ) | | | (580,095 | ) |
Spotify Technology SA* | | | (8,709 | ) | | | (2,040,867 | ) |
Telia Co., AB | | | (158,764 | ) | | | (682,584 | ) |
| | | | | | | (4,300,805 | ) |
Consumer Discretionary—(4.6%) | | | | | | | | |
Aston Martin Lagonda Global Holdings PLC* | | | (81,747 | ) | | | (2,253,476 | ) |
BJ’s Restaurants, Inc.* | | | (14,514 | ) | | | (620,619 | ) |
CarLotz, Inc.* | | | (261,087 | ) | | | (1,073,068 | ) |
CarMax, Inc.* | | | (22,662 | ) | | | (2,837,509 | ) |
Dometic Group AB | | | (245,551 | ) | | | (3,894,871 | ) |
Fiverr International Ltd.* | | | (7,365 | ) | | | (1,322,091 | ) |
Fox Factory Holding Corp.* | | | (24,064 | ) | | | (3,697,915 | ) |
Fujitsu General Ltd. | | | (80,300 | ) | | | (2,004,496 | ) |
Hovnanian Enterprises, Inc., Class A* | | | (32,519 | ) | | | (3,535,140 | ) |
LGI Homes, Inc.* | | | (23,990 | ) | | | (3,846,317 | ) |
Purple Innovation, Inc.* | | | (197,845 | ) | | | (4,827,419 | ) |
Shake Shack, Inc., Class A* | | | (10,417 | ) | | | (903,675 | ) |
Shift Technologies, Inc.* | | | (485,934 | ) | | | (3,615,349 | ) |
Whitbread PLC* | | | (56,805 | ) | | | (2,508,480 | ) |
WW International, Inc.* | | | (33,467 | ) | | | (724,560 | ) |
| | | | | | | (37,664,985 | ) |
Consumer Staples—(2.5%) | | | | | | | | |
B&G Foods, Inc. | | | (70,129 | ) | | | (2,129,116 | ) |
Beyond Meat, Inc.* | | | (20,161 | ) | | | (2,412,062 | ) |
Cal-Maine Foods, Inc. | | | (71,381 | ) | | | (2,581,137 | ) |
Campbell Soup Co. | | | (68,780 | ) | | | (2,870,189 | ) |
Clorox Co., (The) | | | (11,812 | ) | | | (1,985,007 | ) |
Essity AB, Class B | | | (74,952 | ) | | | (2,405,790 | ) |
Fevertree Drinks PLC | | | (22,660 | ) | | | (692,246 | ) |
Grocery Outlet Holding Corp.* | | | (29,769 | ) | | | (774,887 | ) |
Japan Tobacco, Inc. | | | (61,800 | ) | | | (1,199,081 | ) |
Kose Corp. | | | (13,300 | ) | | | (1,605,093 | ) |
Nissin Foods Holdings Co., Ltd. | | | (27,200 | ) | | | (2,117,484 | ) |
| | | | | | | (20,772,092 | ) |
| | NUMBER OF SHARES | | | VALUE | |
Energy—(0.5%) | | | | | | | | |
Devon Energy Corp. | | | 0 | | | $ | (2 | ) |
New Fortress Energy, Inc. | | | (89,963 | ) | | | (2,642,213 | ) |
Renewable Energy Group, Inc.* | | | (34,342 | ) | | | (1,662,840 | ) |
| | | | | | | (4,305,055 | ) |
Financials—(2.5%) | | | | | | | | |
Commerce Bancshares, Inc. | | | 0 | | | | (28 | ) |
Credit Suisse Group AG | | | (78,549 | ) | | | (832,110 | ) |
CVB Financial Corp. | | | (147,592 | ) | | | (3,004,973 | ) |
Deutsche Bank AG* | | | (32,606 | ) | | | (403,209 | ) |
eHealth, Inc.* | | | (7,991 | ) | | | (308,852 | ) |
GoHealth, Inc., Class A* | | | (76,758 | ) | | | (373,044 | ) |
Hang Seng Bank Ltd. | | | (180,200 | ) | | | (3,221,502 | ) |
Hargreaves Lansdown PLC | | | (102,850 | ) | | | (2,135,954 | ) |
HSBC Holdings PLC | | | (98,981 | ) | | | (522,706 | ) |
Independent Bank Corp. | | | (7,108 | ) | | | (545,184 | ) |
Lemonade, Inc.* | | | (11,045 | ) | | | (834,340 | ) |
Trustmark Corp. | | | (34,373 | ) | | | (1,086,874 | ) |
United Bankshares, Inc. | | | (91,567 | ) | | | (3,326,629 | ) |
WisdomTree Investments, Inc. | | | (557,930 | ) | | | (3,520,538 | ) |
| | | | | | | (20,115,943 | ) |
Health Care—(1.6%) | | | | | | | | |
Alignment Healthcare, Inc.* | | | (44,733 | ) | | | (790,432 | ) |
Allogene Therapeutics, Inc.* | | | (31,904 | ) | | | (760,910 | ) |
Ambu A/S, Class B | | | (31,576 | ) | | | (998,623 | ) |
CureVac NV* | | | (15,049 | ) | | | (990,676 | ) |
Epizyme, Inc.* | | | (108,419 | ) | | | (559,442 | ) |
Glaukos Corp.* | | | (15,629 | ) | | | (931,957 | ) |
Global Blood Therapeutics, Inc.* | | | (14,579 | ) | | | (418,272 | ) |
GoodRx Holdings, Inc., Class A* | | | (21,578 | ) | | | (820,396 | ) |
Idorsia Ltd.* | | | (34,576 | ) | | | (815,606 | ) |
Inovio Pharmaceuticals, Inc.* | | | (52,307 | ) | | | (451,932 | ) |
Multiplan Corp.* | | | (145,925 | ) | | | (875,550 | ) |
Nevro Corp.* | | | (2,813 | ) | | | (343,186 | ) |
Progyny, Inc.* | | | (12,432 | ) | | | (694,576 | ) |
Quidel Corp.* | | | (8,764 | ) | | | (1,130,118 | ) |
Royalty Pharma PLC, Class A | | | (26,229 | ) | | | (1,013,751 | ) |
Rubius Therapeutics, Inc.* | | | (29,988 | ) | | | (651,339 | ) |
SmileDirectClub, Inc.* | | | (58,776 | ) | | | (323,268 | ) |
Teladoc Health, Inc.* | | | (4,321 | ) | | | (624,039 | ) |
| | | | | | | (13,194,073 | ) |
Industrials—(3.3%) | | | | | | | | |
Array Technologies, Inc.* | | | (159,006 | ) | | | (3,032,244 | ) |
Dun & Bradstreet Holdings, Inc.* | | | (86,050 | ) | | | (1,577,297 | ) |
Enerpac Tool Group Corp. | | | (49,107 | ) | | | (1,235,532 | ) |
FedEx Corp. | | | (16,555 | ) | | | (4,398,498 | ) |
Healthcare Services Group, Inc. | | | (41,673 | ) | | | (1,090,166 | ) |
Miura Co., Ltd. | | | (30,100 | ) | | | (1,351,333 | ) |
MonotaRO Co., Ltd. | | | (69,600 | ) | | | (1,542,532 | ) |
NEL ASA* | | | (950,672 | ) | | | (1,561,503 | ) |
Proto Labs, Inc.* | | | (17,807 | ) | | | (1,320,567 | ) |
Singapore Airlines Ltd.* | | | (593,700 | ) | | | (2,225,682 | ) |
Trex Co., Inc.* | | | (37,774 | ) | | | (4,146,074 | ) |
ZTO Express Cayman, Inc. - ADR | | | (111,248 | ) | | | (3,138,306 | ) |
| | | | | | | (26,619,734 | ) |
Information Technology—(0.8%) | | | | | | | | |
Appfolio, Inc., Class A* | | | (15,882 | ) | | | (1,875,664 | ) |
Itron, Inc.* | | | (22,046 | ) | | | (1,852,084 | ) |
Palantir Technologies, Inc., Class A* | | | (58,081 | ) | | | (1,529,854 | ) |
WiseTech Global Ltd. | | | (36,151 | ) | | | (1,270,749 | ) |
| | | | | | | (6,528,351 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 51
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Materials—(2.2%) | | | | | | | | |
Compass Minerals International, Inc. | | | (32,400 | ) | | | (2,168,532 | ) |
Danimer Scientific, Inc.* | | | (66,511 | ) | | | (1,299,625 | ) |
Franco-Nevada Corp. | | | (11,601 | ) | | | (1,692,006 | ) |
Johnson Matthey PLC | | | (62,961 | ) | | | (2,545,446 | ) |
Nippon Paper Industries Co., Ltd. | | | (281,400 | ) | | | (3,131,173 | ) |
Southern Copper Corp. | | | (47,960 | ) | | | (3,001,816 | ) |
Stepan Co. | | | (16,992 | ) | | | (1,997,580 | ) |
Yara International ASA | | | (38,417 | ) | | | (1,929,414 | ) |
| | | | | | | (17,765,592 | ) |
Real Estate—(0.0%) | | | | | | | | |
KE Holdings, Inc. - ADR* | | | (18,448 | ) | | | (333,724 | ) |
TOTAL COMMON STOCKS (Proceeds $(172,464,854)) | | | | | | | (151,600,353 | ) |
TOTAL SECURITIES SOLD SHORT—(18.5%) (Proceeds $(172,464,854)) | | | | | | | (151,600,354 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—20.2% | | | | | | | 165,480,537 | |
NET ASSETS—100.0% | | | | | | $ | 818,785,198 | |
ADR | — | American Depositary Receipt |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
LP | — | Limited Partnership |
* | — | Non-income producing. |
(a) | — | The rate shown is as of August 31, 2021. |
† | — | 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, 2021, these securities amounted to $30,594 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 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2021, 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 | | 09/18/2025 | | | 0.09 | % | | Monthly | | | 165,396 | | | $ | 3,554,360 | | | | $ | 425,917 | |
Total Long | | | | | | | | | | | | | | | | | 3,554,360 | | | | | 425,917 | |
Short | | | | | | | | | | | | | | | | | | | | | | | |
Australia | | | | | | | | | | | | | | | | | | | | | | | |
Commonwealth Bank of Australia | | Morgan Stanley | | 09/20/2022 | | | 0.03 | | | Monthly | | | (47,081 | ) | | $ | (3,448,345 | ) | | | $ | 48,857 | |
Belgium | | | | | | | | | | | | | | | | | | | | | | | |
JCDecaux SA | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (69,771 | ) | | | (1,945,864 | ) | | | | (32,977 | ) |
Canada | | | | | | | | | | | | | | | | | | | | | | | |
Cargojet, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (29,878 | ) | | | (4,955,393 | ) | | | | 0 | |
France | | | | | | | | | | | | | | | | | | | | | | | |
Umicore SA | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (37,331 | ) | | | (2,456,938 | ) | | | | 39,633 | |
Germany | | | | | | | | | | | | | | | | | | | | | | | |
Siemens Healthineers AG | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (27,627 | ) | | | (1,921,351 | ) | | | | 16,287 | |
Deutsche Bank AG | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (205,379 | ) | | | (2,553,051 | ) | | | | (1,487 | ) |
| | | | | | | | | | | | | | | | | (4,474,402 | ) | | | | 14,800 | |
Japan | | | | | | | | | | | | | | | | | | | | | | | |
Canon, Inc. | | Morgan Stanley | | 09/20/2022 | | | -0.04 | | | Monthly | | | (88,000 | ) | | | (2,088,915 | ) | | | | (51,220 | ) |
Hirose Electric Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (11,700 | ) | | | (1,949,380 | ) | | | | 0 | |
Nippon Shinyaku Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | -0.04 | | | Monthly | | | (15,900 | ) | | | (1,290,615 | ) | | | | (30,367 | ) |
| | | | | | | | | | | | | | | | | (5,328,910 | ) | | | | (81,587 | ) |
Saudi Arabia | | | | | | | | | | | | | | | | | | | | | | | |
Saudi Arabian Oil Co. | | Goldman Sachs | | 09/18/2025 | | | 0.09 | | | Monthly | | | (646,475 | ) | | | (6,058,494 | ) | | | | 16,669 | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Sillajen, Inc. | | Goldman Sachs | | 09/18/2025 | | | 0.08 | | | Monthly | | | (307,496 | ) | | | (854,839 | ) | | | | 2,300,354 | |
Sweden | | | | | | | | | | | | | | | | | | | | | | | |
Telia Co., AB | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (486,936 | ) | | | (2,090,065 | ) | | | | 0 | |
Switzerland | | | | | | | | | | | | | | | | | | | | | | | |
Credit Suisse Group AG | | Morgan Stanley | | 09/20/2022 | | | -0.72 | | | Monthly | | | (260,951 | ) | | | (2,768,090 | ) | | | | 0 | |
Vat Group AG | | Morgan Stanley | | 09/20/2022 | | | -0.72 | | | Monthly | | | (3,737 | ) | | | (1,565,398 | ) | | | | (23,719 | ) |
| | | | | | | | | | | | | | | | | (4,333,488 | ) | | | | (23,719 | ) |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Acer, Inc. | | Goldman Sachs | | 09/18/2025 | | | 0.08 | | | Monthly | | | (1,648,000 | ) | | | (1,498,533 | ) | | | | (14,204 | ) |
Advantech Co., Ltd. | | Macquarie | | 12/21/2021 | | | 0.08 | | | Monthly | | | (173,000 | ) | | | (2,409,584 | ) | | | | (202,156 | ) |
| | | | | | | | | | | | | | | | | (3,908,117 | ) | | | | (216,360 | ) |
Thailand | | | | | | | | | | | | | | | | | | | | | | | |
Thai Oil PCL | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (654,300 | ) | | | (1,009,894 | ) | | | | (97,260 | ) |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | |
Domino’s Pizza Group PLC | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (268,144 | ) | | | (1,516,662 | ) | | | | 8,091 | |
Pearson PLC | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (165,308 | ) | | | (1,744,558 | ) | | | | (1,386 | ) |
Whitbread PLC | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (19,909 | ) | | | (878,093 | ) | | | | 0 | |
| | | | | | | | | | | | | | | | | (4,139,313 | ) | | | | 6,705 | |
United States | | | | | | | | | | | | | | | | | | | | | | | |
Alexandria Real Estate Equities, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (10,083 | ) | | | (2,080,829 | ) | | | | (14,830 | ) |
Appian Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (13,738 | ) | | | (1,472,714 | ) | | | | 24,157 | |
Bank of Hawaii Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (36,933 | ) | | | (3,095,355 | ) | | | | 59,079 | |
Blackline, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (25,071 | ) | | | (2,735,246 | ) | | | | 23,805 | |
Calix, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (63,270 | ) | | | (2,948,382 | ) | | | | 96,789 | |
Carvana Co. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (13,788 | ) | | | (4,523,291 | ) | | | | 130,413 | |
Ceridian HCM Holding, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (20,646 | ) | | | (2,319,578 | ) | | | | (33,044 | ) |
Chart Industries, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (26,582 | ) | | | (5,007,516 | ) | | | | (46,541 | ) |
Choice Hotels International, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (29,988 | ) | | | (3,579,368 | ) | | | | 59,960 | |
Commerce Bancshares, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (48,228 | ) | | | (3,410,684 | ) | | | | 9,631 | |
Community Bank System, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (46,928 | ) | | | (3,472,672 | ) | | | | 54,420 | |
Compass Minerals International, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (23,918 | ) | | | (1,600,832 | ) | | | | (7,182 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 53
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS LONG/SHORT RESEARCH FUND | Portfolio Of Investments (continued) |
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) | |
United States (continued) | | | | | | | | | | | | | | | | | | | | | | | |
Credit Acceptance Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (8,301 | ) | | $ | (4,811,923 | ) | | | $ | (4,666 | ) |
Cree, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (25,547 | ) | | | (2,170,984 | ) | | | | 50,318 | |
Cullen/Frost Bankers, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (29,666 | ) | | | (3,388,451 | ) | | | | 56,647 | |
EastGroup Properties, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (9,425 | ) | | | (1,698,951 | ) | | | | (47,698 | ) |
Ecolab, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (5,105 | ) | | | (1,150,463 | ) | | | | (1,894 | ) |
Enerpac Tool Group Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.00 | | | Monthly | | | (49,839 | ) | | | (1,253,949 | ) | | | | 0 | |
Extra Space Storage, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (6,915 | ) | | | (1,292,483 | ) | | | | (23,932 | ) |
First Financial Bankshares, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (73,933 | ) | | | (3,520,689 | ) | | | | 90,182 | |
Floor & Decor Holdings, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (12,631 | ) | | | (1,557,402 | ) | | | | (54,573 | ) |
Fulgent Genetics, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (8,742 | ) | | | (797,620 | ) | | | | 15,883 | |
Glacier Bancorp, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (48,515 | ) | | | (2,583,909 | ) | | | | 48,988 | |
GoodRx Holdings, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (2,734 | ) | | | (103,947 | ) | | | | (2,161 | ) |
Greif, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (43,041 | ) | | | (2,725,356 | ) | | | | (28,849 | ) |
Guidewire Software, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (27,707 | ) | | | (3,282,171 | ) | | | | (12,760 | ) |
Hamilton Lane, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (26,242 | ) | | | (2,258,649 | ) | | | | 114,142 | |
Independent Bank Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (16,283 | ) | | | (1,248,906 | ) | | | | 24,744 | |
International Paper Co. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (29,044 | ) | | | (1,745,254 | ) | | | | 1,154 | |
Jack Henry & Associates, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (11,472 | ) | | | (2,023,431 | ) | | | | (5,171 | ) |
Kimberly-Clark Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (22,654 | ) | | | (3,121,948 | ) | | | | (33,089 | ) |
Lennox International, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (9,861 | ) | | | (3,305,210 | ) | | | | (13,426 | ) |
Myriad Genetics, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (39,951 | ) | | | (1,429,447 | ) | | | | (18,783 | ) |
National Beverage Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (34,969 | ) | | | (1,627,807 | ) | | | | (49,663 | ) |
Novanta, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (20,402 | ) | | | (3,125,994 | ) | | | | (44,286 | ) |
Nucor Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (48,448 | ) | | | (5,695,546 | ) | | | | 110,920 | |
Okta, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (9,731 | ) | | | (2,565,092 | ) | | | | (11,883 | ) |
Papa John’s International, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (14,074 | ) | | | (1,794,857 | ) | | | | (35,334 | ) |
Q2 Holdings, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (27,187 | ) | | | (2,394,903 | ) | | | | (10,886 | ) |
Quaker Chemical Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (8,845 | ) | | | (2,291,916 | ) | | | | (39,989 | ) |
RH | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (2,272 | ) | | | (1,591,922 | ) | | | | 13,330 | |
Rite Aid Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (51,493 | ) | | | (913,486 | ) | | | | (35,534 | ) |
RLI Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (22,223 | ) | | | (2,427,418 | ) | | | | 32,879 | |
Stitch Fix, Inc., Class A | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (18,779 | ) | | | (787,028 | ) | | | | 6,193 | |
Tesla, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (4,343 | ) | | | (3,195,232 | ) | | | | (103,377 | ) |
Twitter, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (37,247 | ) | | | (2,402,432 | ) | | | | (39,865 | ) |
United States Steel Corp. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (66,182 | ) | | | (1,770,369 | ) | | | | 57,570 | |
Vail Resorts, Inc. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (9,000 | ) | | | (2,743,650 | ) | | | | (3,702 | ) |
Westamerica Bancorporation | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (55,774 | ) | | | (3,164,617 | ) | | | | 23,508 | |
| | | | | | | | | | | | | | | | | (120,209,879 | ) | | | | 381,594 | |
Total Short | | | | | | | | | | | | | | | | | (165,213,941 | ) | | | | 2,356,709 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | | | | | | $ | 2,782,626 | |
The accompanying notes are an integral part of the financial statements.
54 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
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, 2021 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Communication Services | | $ | 82,259,712 | | | $ | 82,259,712 | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 88,855,429 | | | | 77,960,970 | | | | 10,894,459 | | | | — | |
Consumer Staples | | | 38,547,335 | | | | 32,867,748 | | | | 5,679,587 | | | | — | |
Energy | | | 92,929,892 | | | | 89,771,279 | | | | 3,158,613 | | | | — | |
Financials | | | 129,656,346 | | | | 115,589,470 | | | | 14,066,876 | | | | — | |
Health Care | | | 102,047,756 | | | | 94,604,401 | | | | 7,443,355 | | | | — | |
Industrials | | | 110,632,431 | | | | 106,941,169 | | | | 3,691,262 | | | | — | |
Information Technology | | | 111,903,940 | | | | 104,535,483 | | | | 7,368,457 | | | | — | |
Materials | | | 38,999,626 | | | | 38,999,626 | | | | — | | | | — | |
Real Estate | | | 4,239,198 | | | | 2,401,796 | | | | 1,837,402 | | | | — | |
Utilities | | | 1,172,782 | | | | 1,172,782 | | | | — | | | | — | |
Warrants | | | 30,594 | | | | — | | | | — | | | | 30,594 | |
Short-Term Investments | | | 3,629,974 | | | | 3,629,974 | | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | 3,960,520 | | | | 1,660,166 | | | | 2,300,354 | | | | — | |
Total Assets | | $ | 808,865,535 | | | $ | 752,394,576 | | | $ | 56,440,365 | | | $ | 30,594 | |
| | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Communication Services | | $ | (4,300,805 | ) | | $ | (3,038,126 | ) | | $ | (1,262,679 | ) | | $ | — | |
Consumer Discretionary | | | (37,664,985 | ) | | | (27,003,662 | ) | | | (10,661,323 | ) | | | — | |
Consumer Staples | | | (20,772,092 | ) | | | (13,444,644 | ) | | | (7,327,448 | ) | | | — | |
Energy | | | (4,305,055 | ) | | | (4,305,055 | ) | | | — | | | | — | |
Financials | | | (20,115,943 | ) | | | (13,000,462 | ) | | | (7,115,481 | ) | | | — | |
Health Care | | | (13,194,073 | ) | | | (11,379,844 | ) | | | (1,814,229 | ) | | | — | |
Industrials | | | (26,619,734 | ) | | | (19,938,684 | ) | | | (6,681,050 | ) | | | — | |
Information Technology | | | (6,528,351 | ) | | | (5,257,602 | ) | | | (1,270,749 | ) | | | — | |
Materials | | | (17,765,592 | ) | | | (10,159,559 | ) | | | (7,606,033 | ) | | | — | |
Real Estate | | | (333,724 | ) | | | (333,724 | ) | | | — | | | | — | |
Contracts For Difference | | | | | | | | | | | | | | | | |
Equity Contracts | | | (1,177,894 | ) | | | (1,177,894 | ) | | | — | | | | — | |
Total Liabilities | | $ | (152,778,248 | ) | | $ | (109,039,256 | ) | | $ | (43,738,992 | ) | | $ | — | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 55
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS ALL-CAP VALUE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—99.0% | | | | | | | | |
Communication Services—4.3% | | | | | | | | |
Activision Blizzard, Inc.(a) | | | 91,930 | | | $ | 7,572,274 | |
Alphabet, Inc., Class A* | | | 8,258 | | | | 23,898,239 | |
Electronic Arts, Inc. | | | 29,703 | | | | 4,313,173 | |
Facebook, Inc., Class A* | | | 41,228 | | | | 15,641,079 | |
Interpublic Group of Cos., Inc., (The) | | | 471,960 | | | | 17,571,071 | |
NetEase, Inc. - ADR | | | 93,405 | | | | 9,099,515 | |
Omnicom Group, Inc.(a) | | | 62,255 | | | | 4,558,311 | |
| | | | | | | 82,653,662 | |
Consumer Discretionary—10.0% | | | | | | | | |
AutoZone, Inc.* | | | 9,117 | | | | 14,123,601 | |
Dollar General Corp. | | | 46,514 | | | | 10,368,436 | |
eBay, Inc. | | | 192,903 | | | | 14,803,376 | |
Foot Locker, Inc. | | | 299,626 | | | | 16,985,798 | |
Gentex Corp. | | | 95,515 | | | | 2,941,862 | |
Harley-Davidson, Inc. | | | 246,123 | | | | 9,729,242 | |
International Game Technology PLC* | | | 372,531 | | | | 8,005,691 | |
Lear Corp. | | | 49,634 | | | | 7,938,462 | |
LKQ Corp.*(a) | | | 365,070 | | | | 19,235,538 | |
Lowe’s Cos., Inc. | | | 40,529 | | | | 8,263,458 | |
Magna International, Inc. | | | 66,687 | | | | 5,262,271 | |
Mohawk Industries, Inc.* | | | 80,251 | | | | 15,870,438 | |
NVR, Inc.* | | | 3,626 | | | | 18,782,462 | |
Polaris, Inc.(a) | | | 110,614 | | | | 13,247,133 | |
Travel + Leisure Co. | | | 91,295 | | | | 4,999,314 | |
Ulta Beauty, Inc.* | | | 17,698 | | | | 6,854,612 | |
Whirlpool Corp.(a) | | | 44,530 | | | | 9,864,731 | |
Wyndham Hotels & Resorts, Inc. | | | 79,685 | | | | 5,793,100 | |
| | | | | | | 193,069,525 | |
Consumer Staples—1.7% | | | | | | | | |
Altria Group, Inc. | | | 119,378 | | | | 5,996,357 | |
Ambev SA - ADR | | | 1,319,182 | | | | 4,300,533 | |
Coca-Cola European Partners PLC | | | 101,014 | | | | 5,832,548 | |
Nomad Foods Ltd.*(a) | | | 300,648 | | | | 7,934,101 | |
Philip Morris International, Inc | | | 90,955 | | | | 9,368,365 | |
| | | | | | | 33,431,904 | |
Energy—5.5% | | | | | | | | |
BP PLC - SP ADR | | | 197,833 | | | | 4,838,995 | |
Canadian Natural Resources Ltd.(a) | | | 251,420 | | | | 8,314,460 | |
ChampionX Corp.* | | | 135,980 | | | | 3,172,413 | |
ConocoPhillips | | | 175,061 | | | | 9,721,137 | |
Devon Energy Corp.(a) | | | 251,367 | | | | 7,427,895 | |
Diamondback Energy, Inc. | | | 147,273 | | | | 11,360,639 | |
EOG Resources, Inc. | | | 151,946 | | | | 10,259,394 | |
Helmerich & Payne, Inc. | | | 221,610 | | | | 5,965,741 | |
Marathon Oil Corp. | | | 788,362 | | | | 9,263,254 | |
Phillips 66 | | | 69,945 | | | | 4,972,390 | |
Pioneer Natural Resources Co. | | | 51,802 | | | | 7,753,205 | |
Royal Dutch Shell PLC, Class A - SP ADR | | | 140,486 | | | | 5,585,723 | |
Schlumberger Ltd. | | | 367,097 | | | | 10,293,400 | |
Whiting Petroleum Corp.* | | | 167,165 | | | | 7,848,397 | |
| | | | | | | 106,777,043 | |
Financials—24.2% | | | | | | | | |
Aflac, Inc. | | | 283,645 | | | | 16,076,999 | |
Alleghany Corp.* | | | 22,093 | | | | 14,950,112 | |
Allstate Corp., (The) | | | 156,935 | | | | 21,230,167 | |
American International Group, Inc. | | | 531,113 | | | | 28,977,525 | |
Aon PLC, Class A | | | 40,239 | | | | 11,542,960 | |
Bank of America Corp.(a) | | | 1,132,663 | | | | 47,288,680 | |
| | NUMBER OF SHARES | | | VALUE | |
Financials—(continued) | | | | | | | | |
Charles Schwab Corp., (The) | | | 328,220 | | | $ | 23,910,827 | |
Chubb Ltd. | | | 112,871 | | | | 20,759,234 | |
Citigroup, Inc. | | | 388,872 | | | | 27,963,786 | |
Discover Financial Services(a) | | | 105,032 | | | | 13,467,203 | |
Fifth Third Bancorp(a) | | | 232,986 | | | | 9,053,836 | |
Globe Life, Inc. | | | 88,193 | | | | 8,472,702 | |
Goldman Sachs Group, Inc., (The) | | | 66,369 | | | | 27,444,245 | |
Huntington Bancshares, Inc. | | | 739,226 | | | | 11,480,180 | |
JPMorgan Chase & Co. | | | 245,775 | | | | 39,311,711 | |
KeyCorp(a) | | | 1,097,889 | | | | 22,309,104 | |
Loews Corp. | | | 298,833 | | | | 16,695,800 | |
Markel Corp.* | | | 6,454 | | | | 8,198,193 | |
Renaissance Holdings Ltd. | | | 95,756 | | | | 15,007,838 | |
Synchrony Financial(a) | | | 231,550 | | | | 11,519,612 | |
Travelers Cos., Inc., (The) | | | 76,611 | | | | 12,235,543 | |
Truist Financial Corp. | | | 376,329 | | | | 21,473,333 | |
Wells Fargo & Co. | | | 473,280 | | | | 21,628,896 | |
White Mountains Insurance Group Ltd. | | | 14,336 | | | | 16,067,932 | |
| | | | | | | 467,066,418 | |
Health Care—22.9% | | | | | | | | |
AbbVie, Inc. | | | 215,363 | | | | 26,011,543 | |
AmerisourceBergen Corp. | | | 108,678 | | | | 13,281,538 | |
Amgen, Inc. | | | 96,492 | | | | 21,761,841 | |
Anthem, Inc. | | | 58,714 | | | | 22,025,383 | |
Avantor, Inc.* | | | 547,161 | | | | 21,580,030 | |
Biogen, Inc.* | | | 46,288 | | | | 15,687,466 | |
Centene Corp.* | | | 289,630 | | | | 18,240,897 | |
Change Healthcare, Inc.* | | | 345,900 | | | | 7,550,997 | |
Cigna Corp.(a) | | | 43,216 | | | | 9,146,667 | |
Humana, Inc. | | | 35,301 | | | | 14,311,732 | |
Johnson & Johnson | | | 344,430 | | | | 59,631,166 | |
McKesson Corp. | | | 115,235 | | | | 23,524,073 | |
Medtronic PLC | | | 327,541 | | | | 43,720,173 | |
Merck & Co., Inc. | | | 283,132 | | | | 21,600,140 | |
Molina Healthcare, Inc.* | | | 34,387 | | | | 9,242,194 | |
Novartis AG - SP ADR | | | 256,865 | | | | 23,731,757 | |
Pfizer, Inc. | | | 719,719 | | | | 33,157,454 | |
Roche Holding AG - SP ADR | | | 211,320 | | | | 10,612,490 | |
Stryker Corp. | | | 32,300 | | | | 8,950,330 | |
UnitedHealth Group, Inc. | | | 63,774 | | | | 26,547,203 | |
Zimmer Biomet Holdings, Inc. | | | 86,259 | | | | 12,977,667 | |
| | | | | | | 443,292,741 | |
Industrials—15.6% | | | | | | | | |
Allegion PLC | | | 46,965 | | | | 6,762,490 | |
Allison Transmission Holdings, Inc.(a) | | | 187,040 | | | | 6,916,739 | |
Altra Industrial Motion Corp. | | | 92,300 | | | | 5,405,088 | |
AMETEK, Inc. | | | 80,783 | | | | 10,984,064 | |
Boeing Co., (The)* | | | 80,027 | | | | 17,565,926 | |
BWX Technologies, Inc. | | | 217,919 | | | | 12,515,088 | |
Caterpillar, Inc. | | | 37,841 | | | | 7,979,532 | |
Curtiss-Wright Corp. | | | 95,781 | | | | 11,664,210 | |
Dover Corp. | | | 70,417 | | | | 12,277,908 | |
Eaton Corp., PLC | | | 61,566 | | | | 10,365,252 | |
EnerSys | | | 66,415 | | | | 5,618,045 | |
Expeditors International of Washington, Inc. | | | 73,294 | | | | 9,135,364 | |
General Dynamics Corp. | | | 52,315 | | | | 10,479,218 | |
Howmet Aerospace, Inc. | | | 441,605 | | | | 14,020,959 | |
Huron Consulting Group, Inc.* | | | 138,264 | | | | 6,826,094 | |
Landstar System, Inc. | | | 40,292 | | | | 6,770,265 | |
Leidos Holdings, Inc. | | | 96,743 | | | | 9,491,456 | |
The accompanying notes are an integral part of the financial statements.
56 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS ALL-CAP VALUE FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Industrials—(continued) | | | | | | | | |
ManpowerGroup, Inc. | | | 46,933 | | | $ | 5,698,605 | |
Masco Corp. | | | 153,445 | | | | 9,317,180 | |
Oshkosh Corp. | | | 97,412 | | | | 11,161,467 | |
Owens Corning | | | 108,698 | | | | 10,386,094 | |
PACCAR, Inc. | | | 101,996 | | | | 8,350,413 | |
Robert Half International, Inc. | | | 83,846 | | | | 8,669,676 | |
Science Applications International Corp. | | | 173,483 | | | | 14,612,473 | |
Sensata Technologies Holding PLC* | | | 146,969 | | | | 8,697,625 | |
Textron, Inc. | | | 184,003 | | | | 13,371,498 | |
United Parcel Service, Inc., Class B | | | 68,957 | | | | 13,490,058 | |
WESCO International, Inc.* | | | 150,903 | | | | 17,658,669 | |
Westinghouse Air Brake Technologies Corp. | | | 172,553 | | | | 15,493,534 | |
| | | | | | | 301,684,990 | |
Information Technology—11.2% | | | | | | | | |
Amdocs Ltd. | | | 115,628 | | | | 8,906,825 | |
Analog Devices, Inc.(a) | | | 39,597 | | | | 6,452,331 | |
Arrow Electronics, Inc.* | | | 85,937 | | | | 10,417,283 | |
Belden, Inc. | | | 72,297 | | | | 4,139,003 | |
Cisco Systems, Inc. | | | 306,098 | | | | 18,065,904 | |
Cognizant Technology Solutions Corp., Class A | | | 198,641 | | | | 15,158,295 | |
Fidelity National Information Services, Inc.(a) | | | 135,822 | | | | 17,353,977 | |
FleetCor Technologies, Inc.* | | | 36,259 | | | | 9,546,270 | |
Flex Ltd.* | | | 549,775 | | | | 10,214,819 | |
Hewlett Packard Enterprise Co. | | | 397,275 | | | | 6,141,871 | |
Jabil, Inc. | | | 232,302 | | | | 14,351,618 | |
NortonLifeLock, Inc. | | | 226,579 | | | | 6,017,938 | |
Oracle Corp. | | | 248,301 | | | | 22,131,068 | |
Qorvo, Inc.* | | | 103,236 | | | | 19,411,465 | |
QUALCOMM, Inc. | | | 142,117 | | | | 20,847,143 | |
SS&C Technologies Holdings, Inc. | | | 171,823 | | | | 13,000,128 | |
TE Connectivity Ltd. | | | 64,598 | | | | 9,703,912 | |
Western Digital Corp.*(a) | | | 60,389 | | | | 3,816,585 | |
| | | | | | | 215,676,435 | |
Materials—3.6% | | | | | | | | |
Cemex SAB de CV - SP ADR* | | | 726,981 | | | | 5,961,244 | |
Corteva, Inc. | | | 245,651 | | | | 10,801,275 | |
CRH PLC - SP ADR | | | 203,203 | | | | 10,794,143 | |
DuPont de Nemours, Inc. | | | 155,812 | | | | 11,533,204 | |
FMC Corp. | | | 137,272 | | | | 12,852,777 | |
Ingevity Corp.* | | | 64,927 | | | | 5,219,482 | |
Mosaic Co., (The) | | | 293,096 | | | | 9,431,829 | |
Trinseo SA | | | 71,103 | | | | 3,692,379 | |
| | | | | | | 70,286,333 | |
TOTAL COMMON STOCKS (Cost $1,208,954,386) | | | | | | | 1,913,939,051 | |
| | 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—6.3% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.09%(b) | | | 121,525,521 | | | | 121,525,521 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $121,525,521) | | | | | | | 121,525,521 | |
SHORT-TERM INVESTMENTS—0.8% | | |
U.S. Bank Money Market Deposit Account, 0.01%(b) | | | 15,670,704 | | | | 15,670,704 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $15,670,704) | | | | | | | 15,670,704 | |
TOTAL INVESTMENTS—106.1% (Cost $1,346,150,611) | | | | | | | 2,051,135,276 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(6.1)% | | | | | | | (118,130,919 | ) |
NET ASSETS—100.0% | | | | | | $ | 1,933,004,357 | |
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, 2021, the market value of securities on loan was $118,695,192. |
(b) | | — | | The rate shown is as of August 31, 2021. |
‡ | | — | | 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, 2021, these securities amounted to $0 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 2021 | 57
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
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, 2021 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 | | $ | 82,653,662 | | | $ | 82,653,662 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Discretionary | | | 193,069,525 | | | | 193,069,525 | | | | — | | | | — | | | | — | |
Consumer Staples | | | 33,431,904 | | | | 33,431,904 | | | | — | | | | — | | | | — | |
Energy | | | 106,777,043 | | | | 106,777,043 | | | | — | | | | — | | | | — | |
Financials | | | 467,066,418 | | | | 467,066,418 | | | | — | | | | — | | | | — | |
Health Care | | | 443,292,741 | | | | 443,292,741 | | | | — | | | | — | | | | — | |
Industrials | | | 301,684,990 | | | | 301,684,990 | | | | — | | | | — | | | | — | |
Information Technology | | | 215,676,435 | | | | 215,676,435 | | | | — | | | | — | | | | — | |
Materials | | | 70,286,333 | | | | 70,286,333 | | | | — | | | | — | | | | — | |
Rights | | | — | | | | — | | | | — | | | | — | ** | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 121,525,521 | | | | — | | | | — | | | | — | | | | 121,525,521 | |
Short-Term Investments | | | 15,670,704 | | | | 15,670,704 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 2,051,135,276 | | | $ | 1,929,609,755 | | | $ | — | | | $ | — | ** | | $ | 121,525,521 | |
* | 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. |
** | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
58 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
WPG PARTNERS SMALL/MICRO CAP VALUE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—98.8% | | | | | | | | |
Consumer Discretionary—8.4% | | | | | | | | |
1-800-Flowers.com, Inc., Class A*(a) | | | 8,794 | | | $ | 279,297 | |
Academy Sports & Outdoors, Inc.*(a) | | | 1,810 | | | | 80,129 | |
American Axle & Manufacturing Holdings, Inc.* | | | 23,644 | | | | 209,722 | |
BJ’s Restaurants, Inc.*(a) | | | 3,495 | | | | 149,446 | |
Del Taco Restaurants, Inc.(a) | | | 15,777 | | | | 138,838 | |
Designer Brands, Inc., Class A* | | | 14,584 | | | | 211,468 | |
Fossil Group, Inc.*(a) | | | 20,160 | | | | 270,144 | |
H&R Block, Inc.(a) | | | 20,864 | | | | 535,162 | |
Stride, Inc.*(a) | | | 4,596 | | | | 157,367 | |
Universal Electronics, Inc.* | | | 4,101 | | | | 207,183 | |
WW International, Inc.* | | | 3,319 | | | | 71,856 | |
| | | | | | | 2,310,612 | |
Consumer Staples—1.7% | | | | | | | | |
Dole PLC* | | | 9,042 | | | | 145,124 | |
Fresh Del Monte Produce, Inc. | | | 2,185 | | | | 71,843 | |
Landec Corp.* | | | 11,930 | | | | 129,202 | |
Spectrum Brands Holdings, Inc.(a) | | | 1,588 | | | | 123,959 | |
| | | | | | | 470,128 | |
Energy—10.3% | | | | | | | | |
Delek US Holdings, Inc.* | | | 4,831 | | | | 82,658 | |
Euronav NV(a) | | | 29,205 | | | | 238,605 | |
Liberty Oilfield Services, Inc., Class A* | | | 13,671 | | | | 139,717 | |
National Energy Services Reunited Corp.* | | | 40,499 | | | | 459,664 | |
Newpark Resources, Inc.* | | | 82,484 | | | | 216,108 | |
Oasis Petroleum, Inc. | | | 3,365 | | | | 291,375 | |
Scorpio Tankers, Inc. | | | 14,129 | | | | 229,031 | |
SM Energy Co. | | | 33,367 | | | | 637,310 | |
Teekay Tankers Ltd., Class A*(a) | | | 23,049 | | | | 263,911 | |
Vine Energy, Inc., Class A* | | | 19,287 | | | | 286,798 | |
| | | | | | | 2,845,177 | |
Financials—24.6% | | | | | | | | |
Ameris Bancorp(a) | | | 7,000 | | | | 344,680 | |
Axis Capital Holdings Ltd. | | | 10,598 | | | | 542,300 | |
Blucora, Inc.* | | | 19,047 | | | | 312,561 | |
Essent Group Ltd. | | | 11,579 | | | | 545,139 | |
First Foundation, Inc.(a) | | | 21,177 | | | | 508,883 | |
First Interstate BancSystem, Inc., Class A(a) | | | 8,078 | | | | 355,917 | |
FirstCash, Inc.(a) | | | 2,295 | | | | 196,659 | |
Hanover Insurance Group, Inc., (The) | | | 1,295 | | | | 182,996 | |
HomeStreet, Inc. | | | 9,343 | | | | 381,662 | |
Ladder Capital Corp. | | | 16,738 | | | | 190,981 | |
National Bank Holdings Corp., Class A | | | 9,302 | | | | 348,825 | |
Peoples Bancorp, Inc.(a) | | | 11,305 | | | | 353,168 | |
Popular, Inc. | | | 10,505 | | | | 797,750 | |
Premier Financial Corp. | | | 12,385 | | | | 376,504 | |
PROG Holdings, Inc.* | | | 3,141 | | | | 148,632 | |
Sculptor Capital Management, Inc. | | | 5,446 | | | | 154,122 | |
Triumph Bancorp, Inc.* | | | 2,975 | | | | 244,604 | |
Washington Trust Bancorp, Inc.(a) | | | 5,564 | | | | 296,339 | |
Webster Financial Corp. | | | 9,995 | | | | 504,947 | |
| | | | | | | 6,786,669 | |
| | NUMBER OF SHARES | | | VALUE | |
Health Care—3.7% | | | | | | | | |
Apria, Inc.* | | | 4,071 | | | $ | 145,213 | |
Emergent BioSolutions, Inc.*(a) | | | 1,974 | | | | 124,520 | |
Innoviva, Inc.* | | | 6,789 | | | | 103,600 | |
Lantheus Holdings, Inc.*(a) | | | 13,395 | | | | 353,226 | |
Natus Medical, Inc.* | | | 5,856 | | | | 155,301 | |
PetIQ, Inc.*(a) | | | 5,384 | | | | 139,715 | |
| | | | | | | 1,021,575 | |
Industrials—20.9% | | | | | | | | |
ABM Industries, Inc. | | | 2,902 | | | | 143,707 | |
AerCap Holdings NV* | | | 7,383 | | | | 398,165 | |
Air Transport Services Group, Inc.*(a) | | | 11,577 | | | | 317,094 | |
Argan, Inc. | | | 7,088 | | | | 328,174 | |
Beacon Roofing Supply, Inc.*(a) | | | 2,616 | | | | 134,672 | |
BrightView Holdings, Inc.*(a) | | | 17,333 | | | | 265,715 | |
Cornerstone Building Brands, Inc.* | | | 22,075 | | | | 366,887 | |
Fluor Corp.*(a) | | | 11,646 | | | | 194,022 | |
Frontier Group Holdings, Inc.*(a) | | | 15,960 | | | | 244,667 | |
ICF International, Inc. | | | 2,774 | | | | 259,813 | |
JetBlue Airways Corp.* | | | 13,484 | | | | 204,013 | |
KBR, Inc. | | | 12,725 | | | | 495,512 | |
Knight-Swift Transportation Holdings, Inc. | | | 7,265 | | | | 377,271 | |
Marten Transport Ltd. | | | 15,617 | | | | 243,469 | |
Matrix Service Co.* | | | 22,676 | | | | 255,785 | |
Maxar Technologies, Inc.(a) | | | 6,863 | | | | 218,175 | |
PAE, Inc.* | | | 13,644 | | | | 91,278 | |
Tutor Perini Corp.* | | | 32,467 | | | | 468,174 | |
Univar Solutions, Inc.* | | | 20,238 | | | | 477,819 | |
Vectrus, Inc.* | | | 5,721 | | | | 287,824 | |
| | | | | | | 5,772,236 | |
Information Technology—5.6% | | | | | | | | |
Axcelis Technologies, Inc.* | | | 10,911 | | | | 542,386 | |
Celestica, Inc.* | | | 14,995 | | | | 142,452 | |
CommScope Holding Co., Inc.* | | | 4,593 | | | | 72,569 | |
Diebold Nixdorf, Inc.*(a) | | | 10,234 | | | | 111,346 | |
Rambus, Inc.*(a) | | | 8,219 | | | | 195,612 | |
SMART Global Holdings, Inc.*(a) | | | 10,121 | | | | 490,464 | |
| | | | | | | 1,554,829 | |
Materials—13.9% | | | | | | | | |
Capstone Mining Corp.* | | | 24,014 | | | | 105,638 | |
Chemours Co., (The)(a) | | | 8,733 | | | | 292,643 | |
Constellium SE* | | | 11,223 | | | | 226,929 | |
Mosaic Co., (The) | | | 23,349 | | | | 751,371 | |
Pactiv Evergreen, Inc. | | | 15,999 | | | | 219,986 | |
Schweitzer-Mauduit International, Inc. | | | 4,527 | | | | 173,248 | |
Stelco Holdings, Inc. | | | 7,820 | | | | 305,263 | |
Tronox Holdings PLC, Class A | | | 38,047 | | | | 803,933 | |
Valvoline, Inc.(a) | | | 21,686 | | | | 654,050 | |
Warrior Met Coal, Inc. | | | 13,570 | | | | 303,832 | |
| | | | | | | 3,836,893 | |
Real Estate—7.1% | | | | | | | | |
Apple Hospitality, Inc.(a) | | | 35,928 | | | | 531,016 | |
Brixmor Property Group, Inc. | | | 24,504 | | | | 574,619 | |
Equity Commonwealth | | | 4,897 | | | | 128,987 | |
LTC Properties, Inc.(a) | | | 1,927 | | | | 66,501 | |
RMR Group, Inc., Class A, (The) | | | 3,527 | | | | 163,441 | |
UMH Properties, Inc. | | | 20,856 | | | | 494,287 | |
| | | | | | | 1,958,851 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 59
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
WPG PARTNERS SMALL/MICRO CAP VALUE FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
Utilities—2.6% | | | | | | | | |
ALLETE, Inc. | | | 2,541 | | | $ | 171,314 | |
Avista Corp. | | | 4,182 | | | | 175,017 | |
South Jersey Industries, Inc.(a) | | | 14,932 | | | | 370,463 | |
| | | | | | | 716,794 | |
TOTAL COMMON STOCKS (Cost $20,657,192) | | | | | | | 27,273,764 | |
WARRANTS—0.0% | | | | | | | | |
Energy—0.0% | | | | | | | | |
TETRA Technologies, Inc. *‡ | | | 20,950 | | | | 14 | |
TOTAL WARRANTS (Cost $4,475) | | | | | | | 14 | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—27.3% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.09%(b) | | | 7,534,351 | | | | 7,534,351 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $7,534,351) | | | | | | | 7,534,351 | |
| | NUMBER OF SHARES | | | VALUE | |
SHORT-TERM INVESTMENTS—1.3% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(b) | | | 349,083 | | | $ | 349,083 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $349,083) | | | | | | | 349,083 | |
TOTAL INVESTMENTS—127.4% (Cost $28,545,101) | | | | | | | 35,157,212 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(27.4)% | | | | | | | (7,555,063 | ) |
NET ASSETS—100.0% | | | | | | $ | 27,602,149 | |
PLC | | — | Public Limited Company |
* | | — | Non-income producing. |
(a) | | — | All or a portion of the security is on loan. At August 31, 2021, the market value of securities on loan was $7,372,273. |
(b) | | — | The rate shown is as of August 31, 2021. |
‡ | | — | 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, 2021, these securities amounted to $14 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.
60 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
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, 2021 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 | | $ | 2,310,612 | | | $ | 2,310,612 | | | $ | — | | | $ | — | | | $ | — | |
Consumer Staples | | | 470,128 | | | | 470,128 | | | | — | | | | — | | | | — | |
Energy | | | 2,845,177 | | | | 2,845,177 | | | | — | | | | — | | | | — | |
Financials | | | 6,786,669 | | | | 6,786,669 | | | | — | | | | — | | | | — | |
Health Care | | | 1,021,575 | | | | 1,021,575 | | | | — | | | | — | | | | — | |
Industrials | | | 5,772,236 | | | | 5,772,236 | | | | — | | | | — | | | | — | |
Information Technology | | | 1,554,829 | | | | 1,554,829 | | | | — | | | | — | | | | — | |
Materials | | | 3,836,893 | | | | 3,836,893 | | | | — | | | | — | | | | — | |
Real Estate | | | 1,958,851 | | | | 1,958,851 | | | | — | | | | — | | | | — | |
Utilities | | | 716,794 | | | | 716,794 | | | | — | | | | — | | | | — | |
Warrants | | | 14 | | | | — | | | | — | | | | 14 | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 7,534,351 | | | | — | | | | — | | | | — | | | | 7,534,351 | |
Short-Term Investments | | | 349,083 | | | | 349,083 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 35,157,212 | | | $ | 27,622,847 | | | $ | — | | | $ | 14 | | | $ | 7,534,351 | |
* | 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 2021 | 61
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS GLOBAL EQUITY FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—97.0% | | | | | | | | |
Bermuda—1.5% | | | | | | | | |
Everest Re Group Ltd. | | | 10,720 | | | $ | 2,839,728 | |
Canada—1.0% | | | | | | | | |
Cenovus Energy, Inc. | | | 209,952 | | | | 1,742,319 | |
China—0.5% | | | | | | | | |
Angang Steel Co., Ltd., Class H | | | 1,202,000 | | | | 918,317 | |
Finland—1.8% | | | | | | | | |
Metso Outotec Oyj | | | 132,810 | | | | 1,420,198 | |
Nordea Bank Abp | | | 153,553 | | | | 1,803,487 | |
| | | | | | | 3,223,685 | |
France—10.4% | | | | | | | | |
Airbus Group SE* | | | 16,998 | | | | 2,325,259 | |
Capgemini SA | | | 14,561 | | | | 3,273,127 | |
Cie de Saint-Gobain | | | 41,808 | | | | 3,030,783 | |
Cie Generale des Etablissements Michelin SCA | | | 5,976 | | | | 967,489 | |
Eiffage SA | | | 21,055 | | | | 2,190,744 | |
Imerys SA | | | 27,189 | | | | 1,260,743 | |
Klepierre SA* | | | 48,156 | | | | 1,180,594 | |
Sanofi | | | 29,677 | | | | 3,075,681 | |
TotalEnergies SE | | | 39,593 | | | | 1,751,301 | |
| | | | | | | 19,055,721 | |
Germany—5.8% | | | | | | | | |
Brenntag SE | | | 10,311 | | | | 1,040,568 | |
Deutsche Post AG | | | 33,090 | | | | 2,326,527 | |
Deutsche Telekom AG | | | 47,644 | | | | 1,013,066 | |
HeidelbergCement AG | | | 21,612 | | | | 1,874,331 | |
Rheinmetall AG | | | 22,186 | | | | 2,169,613 | |
Siemens AG | | | 13,810 | | | | 2,291,006 | |
| | | | | | | 10,715,111 | |
Hong Kong—0.5% | | | | | | | | |
Topsports International Holdings Ltd. | | | 685,000 | | | | 903,187 | |
Ireland—1.5% | | | | | | | | |
CRH PLC | | | 37,172 | | | | 1,977,642 | |
Flutter Entertainment PLC* | | | 3,777 | | | | 733,338 | |
| | | | | | | 2,710,980 | |
Japan—8.8% | | | | | | | | |
Asahi Group Holdings Ltd. | | | 40,300 | | | | 1,873,331 | |
Fuji Corp. | | | 50,200 | | | | 1,299,526 | |
Fuji Electric Co., Ltd. | | | 24,300 | | | | 1,051,249 | |
Hitachi Ltd. | | | 33,300 | | | | 1,840,375 | |
Honda Motor Co., Ltd. | | | 83,800 | | | | 2,536,345 | |
Komatsu Ltd. | | | 48,300 | | | | 1,174,787 | |
Mitsubishi Gas Chemical Co., Inc. | | | 36,300 | | | | 683,988 | |
Sony Group Corp. | | | 27,000 | | | | 2,791,675 | |
Sumitomo Mitsui Financial Group, Inc. | | | 28,400 | | | | 980,247 | |
Yamaha Motor Co., Ltd. | | | 72,500 | | | | 1,844,525 | |
| | | | | | | 16,076,048 | |
Netherlands—4.6% | | | | | | | | |
Aalberts NV | | | 17,145 | | | | 1,070,637 | |
ING Groep NV | | | 161,746 | | | | 2,231,184 | |
NXP Semiconductors NV(a) | | | 4,952 | | | | 1,065,324 | |
Signify NV | | | 16,429 | | | | 920,396 | |
Stellantis NV | | | 154,012 | | | | 3,087,275 | |
| | | | | | | 8,374,816 | |
Norway—0.5% | | | | | | | | |
Norsk Hydro ASA | | | 132,672 | | | | 915,867 | |
| | NUMBER OF SHARES | | | VALUE | |
Singapore—1.3% | | | | | | | | |
DBS Group Holdings Ltd. | | | 40,410 | | | $ | 896,014 | |
United Overseas Bank Ltd. | | | 81,100 | | | | 1,535,327 | |
| | | | | | | 2,431,341 | |
South Korea—3.1% | | | | | | | | |
KB Financial Group, Inc. | | | 49,290 | | | | 2,242,205 | |
POSCO | | | 3,156 | | | | 908,392 | |
Samsung Electronics Co., Ltd. | | | 15,653 | | | | 1,033,383 | |
SK Telecom Co., Ltd. | | | 5,860 | | | | 1,506,661 | |
| | | | | | | 5,690,641 | |
Sweden—2.9% | | | | | | | | |
Loomis AB | | | 47,945 | | | | 1,487,890 | |
Svenska Handelsbanken AB, Class A | | | 156,613 | | | | 1,759,814 | |
Volvo AB, Class B | | | 93,367 | | | | 2,114,092 | |
| | | | | | | 5,361,796 | |
Switzerland—4.5% | | | | | | | | |
Adecco Group AG | | | 13,146 | | | | 731,278 | |
Glencore PLC | | | 577,555 | | | | 2,603,473 | |
Novartis AG | | | 28,103 | | | | 2,599,271 | |
STMicroelectronics NV | | | 50,145 | | | | 2,233,792 | |
| | | | | | | 8,167,814 | |
United Kingdom—5.8% | | | | | | | | |
Entain PLC* | | | 54,829 | | | | 1,457,131 | |
IMI PLC | | | 55,469 | | | | 1,390,974 | |
Inchcape PLC | | | 103,581 | | | | 1,309,448 | |
Liberty Global PLC, Class A* | | | 42,197 | | | | 1,212,742 | |
Melrose Industries PLC* | | | 492,382 | | | | 1,136,953 | |
Persimmon PLC | | | 28,111 | | | | 1,137,696 | |
Pets at Home Group PLC | | | 8,157 | | | | 56,171 | |
Travis Perkins PLC* | | | 86,447 | | | | 2,141,710 | |
WH Smith PLC* | | | 38,059 | | | | 855,426 | |
| | | | | | | 10,698,251 | |
United States—42.5% | | | | | | | | |
AbbVie, Inc. | | | 15,001 | | | | 1,811,821 | |
Allstate Corp., (The) | | | 9,825 | | | | 1,329,126 | |
Anthem, Inc. | | | 4,802 | | | | 1,801,374 | |
Applied Materials, Inc. | | | 8,889 | | | | 1,201,171 | |
AutoZone, Inc.*(a) | | | 1,194 | | | | 1,849,685 | |
Bank of America Corp.(a) | | | 29,887 | | | | 1,247,782 | |
Carter’s, Inc. | | | 22,236 | | | | 2,276,522 | |
Charles Schwab Corp., (The) | | | 16,535 | | | | 1,204,575 | |
Charter Communications, Inc., Class A*(a) | | | 3,234 | | | | 2,641,078 | |
Cigna Corp. | | | 11,105 | | | | 2,350,373 | |
Cisco Systems, Inc. | | | 47,533 | | | | 2,805,398 | |
Citigroup, Inc. | | | 13,128 | | | | 944,034 | |
Concentrix Corp.* | | | 13,709 | | | | 2,377,003 | |
CVS Health Corp. | | | 32,046 | | | | 2,768,454 | |
Diamondback Energy, Inc. | | | 24,406 | | | | 1,882,679 | |
DuPont de Nemours, Inc. | | | 40,974 | | | | 3,032,895 | |
Eagle Materials, Inc. | | | 6,283 | | | | 985,426 | |
Eaton Corp., PLC | | | 8,889 | | | | 1,496,552 | |
Fifth Third Bancorp | | | 47,151 | | | | 1,832,288 | |
FMC Corp. | | | 8,509 | | | | 796,698 | |
Goldman Sachs Group, Inc., (The) | | | 7,416 | | | | 3,066,590 | |
HollyFrontier Corp. | | | 39,779 | | | | 1,286,055 | |
Huntington Bancshares, Inc. | | | 90,658 | | | | 1,407,919 | |
JPMorgan Chase & Co. | | | 12,958 | | | | 2,072,632 | |
KeyCorp | | | 109,908 | | | | 2,233,331 | |
LKQ Corp.* | | | 47,955 | | | | 2,526,749 | |
The accompanying notes are an integral part of the financial statements.
62 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS GLOBAL EQUITY FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
Marathon Petroleum Corp. | | | 27,773 | | | $ | 1,646,106 | |
McKesson Corp. | | | 11,297 | | | | 2,306,170 | |
Medtronic PLC | | | 5,907 | | | | 788,466 | |
Merck & Co., Inc. | | | 16,784 | | | | 1,280,451 | |
Micron Technology, Inc.(a) | | | 25,638 | | | | 1,889,521 | |
Mohawk Industries, Inc.* | | | 4,454 | | | | 880,823 | |
Nexstar Media Group, Inc., Class A | | | 12,409 | | | | 1,858,248 | |
Oracle Corp. | | | 11,095 | | | | 988,897 | |
Oshkosh Corp. | | | 11,740 | | | | 1,345,169 | |
Owens Corning | | | 23,455 | | | | 2,241,125 | |
Pioneer Natural Resources Co. | | | 7,486 | | | | 1,120,430 | |
QUALCOMM, Inc. | | | 7,195 | | | | 1,055,435 | |
Schlumberger Ltd. | | | 23,122 | | | | 648,341 | |
Science Applications International Corp.(a) | | | 15,198 | | | | 1,280,127 | |
Sensata Technologies Holding PLC* | | | 29,502 | | | | 1,745,928 | |
Synchrony Financial(a) | | | 46,157 | | | | 2,296,311 | |
TE Connectivity Ltd. | | | 9,624 | | | | 1,445,717 | |
Textron, Inc. | | | 19,605 | | | | 1,424,695 | |
US Foods Holding Corp.* | | | 26,127 | | | | 888,318 | |
Valvoline, Inc. | | | 53,842 | | | | 1,623,875 | |
| | | | | | | 77,982,363 | |
TOTAL COMMON STOCKS (Cost $131,161,139) | | | | | | | 177,807,985 | |
PREFERRED STOCKS—1.1% | | | | | | | | |
Germany—0.7% | | | | | | | | |
Volkswagen AG 2.413% | | | 5,642 | | | | 1,341,974 | |
South Korea—0.4% | | | | | | | | |
Samsung Electronics Co., Ltd. 4.274% | | | 12,025 | | | | 733,122 | |
TOTAL PREFERRED STOCKS (Cost $1,779,369) | | | | | | | 2,075,096 | |
| | NUMBER OF SHARES | | | VALUE | |
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL—3.4% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.09%(b) | | | 6,303,542 | | | $ | 6,303,542 | |
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING COLLATERAL (Cost $6,303,542) | | | | | | | 6,303,542 | |
SHORT-TERM INVESTMENTS—1.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(b) | | | 2,579,174 | | | | 2,579,174 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $2,579,174) | | | | | | | 2,579,174 | |
TOTAL INVESTMENTS—102.9% (Cost $141,823,224) | | | | | | | 188,765,797 | |
LIABILITIES IN EXCESS OF OTHER ASSETS—(2.9)% | | | | | | | (5,332,409 | ) |
NET ASSETS—100.0% | | | | | | $ | 183,433,388 | |
PLC | | — | Public Limited Company |
* | | — | Non-income producing. |
(a) | | — | All or a portion of the security is on loan. At August 31, 2021, the market value of securities on loan was $6,200,112. |
(b) | | — | The rate shown is as of August 31, 2021. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 63
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
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, 2021 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Common Stock | | | | | | | | | | | | | | | | | | | | |
Bermuda | | $ | 2,839,728 | | | $ | 2,839,728 | | | $ | — | | | $ | — | | | $ | — | |
Canada | | | 1,742,319 | | | | 1,742,319 | | | | — | | | | — | | | | — | |
China | | | 918,317 | | | | — | | | | 918,317 | | | | — | | | | — | |
Finland | | | 3,223,685 | | | | — | | | | 3,223,685 | | | | — | | | | — | |
France | | | 19,055,721 | | | | — | | | | 19,055,721 | | | | — | | | | — | |
Germany | | | 10,715,111 | | | | — | | | | 10,715,111 | | | | — | | | | — | |
Hong Kong | | | 903,187 | | | | — | | | | 903,187 | | | | — | | | | — | |
Ireland | | | 2,710,980 | | | | — | | | | 2,710,980 | | | | — | | | | — | |
Japan | | | 16,076,048 | | | | — | | | | 16,076,048 | | | | — | | | | — | |
Netherlands | | | 8,374,816 | | | | 1,065,324 | | | | 7,309,492 | | | | — | | | | — | |
Norway | | | 915,867 | | | | — | | | | 915,867 | | | | — | | | | — | |
Singapore | | | 2,431,341 | | | | — | | | | 2,431,341 | | | | — | | | | — | |
South Korea | | | 5,690,641 | | | | — | | | | 5,690,641 | | | | — | | | | — | |
Sweden | | | 5,361,796 | | | | 1,487,890 | | | | 3,873,906 | | | | — | | | | — | |
Switzerland | | | 8,167,814 | | | | — | | | | 8,167,814 | | | | — | | | | — | |
United Kingdom | | | 10,698,251 | | | | 2,522,190 | | | | 8,176,061 | | | | — | | | | — | |
United States | | | 77,982,363 | | | | 77,982,363 | | | | — | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | | | | | |
Germany | | | 1,341,974 | | | | — | | | | 1,341,974 | | | | — | | | | — | |
South Korea | | | 733,122 | | | | — | | | | 733,122 | | | | — | | | | — | |
Investments Purchased with Proceeds from Securities Lending Collateral | | | 6,303,542 | | | | — | | | | — | | | | — | | | | 6,303,542 | |
Short-Term Investments | | | 2,579,174 | | | | 2,579,174 | | | | — | | | | — | | | | — | |
Total Assets | | $ | 188,765,797 | | | $ | 90,218,988 | | | $ | 92,243,267 | | | $ | — | | | $ | 6,303,542 | |
* | 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.
64 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
LONG POSITIONS—100.3% | | | | | | | | |
COMMON STOCKS—-93.5% | | | | | | | | |
Australia—0.7% | | | | | | | | |
Whitehaven Coal Ltd.* | | | 425,670 | | | $ | 781,355 | |
Bermuda—2.1% | | | | | | | | |
Everest Re Group Ltd.† | | | 8,751 | | | | 2,318,140 | |
Canada—2.2% | | | | | | | | |
Cenovus Energy, Inc. | | | 191,874 | | | | 1,592,296 | |
Kinross Gold Corp. | | | 123,971 | | | | 745,801 | |
| | | | | | | 2,338,097 | |
China—0.7% | | | | | | | | |
Angang Steel Co., Ltd., Class H | | | 1,014,000 | | | | 774,687 | |
Finland—0.6% | | | | | | | | |
Metso Outotec Oyj | | | 56,422 | | | | 603,346 | |
France—7.7% | | | | | | | | |
Airbus Group SE* | | | 9,916 | | | | 1,356,469 | |
Cie de Saint-Gobain | | | 7,207 | | | | 522,456 | |
Eiffage SA | | | 12,027 | | | | 1,251,393 | |
Imerys SA | | | 20,864 | | | | 967,456 | |
Klepierre SA* | | | 34,123 | | | | 836,560 | |
Rexel SA* | | | 52,066 | | | | 1,089,952 | |
Sanofi | | | 21,499 | | | | 2,228,125 | |
| | | | | | | 8,252,411 | |
Germany—3.7% | | | | | | | | |
Deutsche Telekom AG | | | 62,936 | | | | 1,338,223 | |
HeidelbergCement AG | | | 8,238 | | | | 714,452 | |
Siemens AG | | | 11,711 | | | | 1,942,793 | |
| | | | | | | 3,995,468 | |
Hong Kong—0.5% | | | | | | | | |
Topsports International Holdings Ltd. | | | 401,000 | | | | 528,727 | |
Ireland—0.6% | | | | | | | | |
Flutter Entertainment PLC* | | | 3,654 | | | | 709,457 | |
Italy—0.8% | | | | | | | | |
Enel SpA | | | 97,128 | | | | 884,878 | |
Japan—7.8% | | | | | | | | |
Fuji Corp. | | | 30,500 | | | | 789,553 | |
Honda Motor Co., Ltd. | | | 55,800 | | | | 1,688,879 | |
Komatsu Ltd. | | | 38,500 | | | | 936,425 | |
Mitsubishi Gas Chemical Co., Inc. | | | 14,900 | | | | 280,755 | |
Sony Group Corp. | | | 14,200 | | | | 1,468,214 | |
Sumitomo Heavy Industries Ltd. | | | 33,000 | | | | 863,267 | |
Sumitomo Mitsui Financial Group, Inc. | | | 18,900 | | | | 652,347 | |
Tosoh Corp. | | | 17,200 | | | | 312,187 | |
TS Tech Co., Ltd. | | | 32,600 | | | | 441,573 | |
Yamaha Motor Co., Ltd. | | | 39,500 | | | | 1,004,948 | |
| | | | | | | 8,438,148 | |
Macao—0.2% | | | | | | | | |
Wynn Macau Ltd.* | | | 218,800 | | | | 246,530 | |
Netherlands—3.1% | | | | | | | | |
ING Groep NV | | | 78,659 | | | | 1,085,051 | |
NXP Semiconductors NV | | | 3,595 | | | | 773,392 | |
Stellantis NV | | | 74,290 | | | | 1,489,195 | |
| | | | | | | 3,347,638 | |
Norway—1.0% | | | | | | | | |
Norsk Hydro ASA | | | 156,536 | | | | 1,080,606 | |
| | NUMBER OF SHARES | | | VALUE | |
South Korea—3.3% | | | | | | | | |
Hana Financial Group, Inc. | | | 23,433 | | | $ | 907,419 | |
KB Financial Group, Inc. | | | 20,541 | | | | 934,411 | |
POSCO | | | 1,358 | | | | 390,874 | |
SK Telecom Co., Ltd. | | | 4,969 | | | | 1,277,576 | |
| | | | | | | 3,510,280 | |
Sweden—3.1% | | | | | | | | |
Svenska Handelsbanken AB, Class A | | | 102,029 | | | | 1,146,470 | |
Volvo AB, Class B | | | 95,497 | | | | 2,162,321 | |
| | | | | | | 3,308,791 | |
Switzerland—6.2% | | | | | | | | |
Glencore PLC | | | 454,989 | | | | 2,050,976 | |
Novartis AG | | | 13,103 | | | | 1,211,908 | |
Roche Holding AG | | | 1,669 | | | | 670,195 | |
STMicroelectronics NV | | | 23,052 | | | | 1,026,890 | |
UBS Group AG | | | 100,138 | | | | 1,670,426 | |
| | | | | | | 6,630,395 | |
Taiwan—0.6% | | | | | | | | |
Formosa Sumco Technology Corp. | | | 96,000 | | | | 641,371 | |
United Kingdom—9.9% | | | | | | | | |
Coca-Cola Europacific Partners PLC† | | | 21,060 | | | | 1,216,004 | |
IMI PLC | | | 44,359 | | | | 1,112,373 | |
Liberty Global PLC, Class A* | | | 57,048 | | | | 1,639,560 | |
Melrose Industries PLC* | | | 410,249 | | | | 947,301 | |
Morgan Advanced Materials PLC | | | 136,442 | | | | 753,293 | |
Pets at Home Group PLC | | | 86,172 | | | | 593,398 | |
SSE PLC | | | 29,728 | | | | 667,819 | |
Tesco PLC | | | 485,213 | | | | 1,703,404 | |
Travis Perkins PLC* | | | 81,236 | | | | 2,012,608 | |
| | | | | | | 10,645,760 | |
United States—38.7% | | | | | | | | |
AbbVie, Inc.† | | | 10,672 | | | | 1,288,964 | |
Allison Transmission Holdings, Inc.† | | | 15,310 | | | | 566,164 | |
Alphabet, Inc., Class C*† | | | 706 | | | | 2,053,923 | |
Applied Materials, Inc.† | | | 3,780 | | | | 510,791 | |
AutoZone, Inc.* | | | 779 | | | | 1,206,788 | |
Carter’s, Inc.† | | | 13,915 | | | | 1,424,618 | |
Centene Corp.*† | | | 13,462 | | | | 847,837 | |
CF Industries Holdings, Inc.† | | | 23,063 | | | | 1,047,521 | |
Cigna Corp. | | | 3,205 | | | | 678,338 | |
Cisco Systems, Inc.† | | | 29,019 | | | | 1,712,701 | |
Citigroup, Inc.† | | | 19,471 | | | | 1,400,160 | |
CommScope Holding Co., Inc.* | | | 27,141 | | | | 428,828 | |
Concentrix Corp.*† | | | 8,926 | | | | 1,547,679 | |
CVS Health Corp.† | | | 15,695 | | | | 1,355,891 | |
Diamondback Energy, Inc.† | | | 19,294 | | | | 1,488,339 | |
DuPont de Nemours, Inc.#† | | | 18,283 | | | | 1,353,308 | |
Envista Holdings Corp.*† | | | 38,808 | | | | 1,660,594 | |
Facebook, Inc., Class A*† | | | 1,754 | | | | 665,433 | |
FleetCor Technologies, Inc.* | | | 2,846 | | | | 749,295 | |
FMC Corp.† | | | 8,987 | | | | 841,453 | |
Hasbro, Inc. | | | 10,168 | | | | 999,616 | |
HollyFrontier Corp. | | | 30,752 | | | | 994,212 | |
JPMorgan Chase & Co.† | | | 7,203 | | | | 1,152,120 | |
KeyCorp† | | | 63,077 | | | | 1,281,725 | |
KLA Corp.# | | | 3,002 | | | | 1,020,560 | |
Lennar Corp., Class A#† | | | 7,507 | | | | 805,576 | |
McKesson Corp.† | | | 6,365 | | | | 1,299,351 | |
Micron Technology, Inc.† | | | 17,270 | | | | 1,272,799 | |
Microsoft Corp.† | | | 3,793 | | | | 1,145,031 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 65
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
Oracle Corp.#† | | | 17,913 | | | $ | 1,596,586 | |
Science Applications International Corp.† | | | 7,940 | | | | 668,786 | |
Sensata Technologies Holding PLC*† | | | 29,462 | | | | 1,743,561 | |
Stride, Inc.*† | | | 18,928 | | | | 648,095 | |
Tronox Holdings PLC, Class A | | | 45,333 | | | | 957,886 | |
Virtu Financial, Inc., Class A† | | | 21,610 | | | | 529,013 | |
Wells Fargo & Co.#† | | | 41,795 | | | | 1,910,032 | |
Westinghouse Air Brake Technologies Corp. | | | 9,175 | | | | 823,823 | |
| | | | | | | 41,677,397 | |
TOTAL COMMON STOCKS (Cost $80,610,524) | | | | | | | 100,713,482 | |
PREFERRED STOCKS—1.6% | | | | | | | | |
Germany—1.6% | | | | | | | | |
Volkswagen AG 2.413% | | | 7,057 | | | | 1,678,538 | |
TOTAL PREFERRED STOCKS (Cost $1,441,870) | | | | | | | 1,678,538 | |
SHORT-TERM INVESTMENTS—5.2% | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(a) | | 5,569,793 | | | | 5,569,793 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $5,569,793) | | | | | | | 5,569,793 | |
TOTAL INVESTMENTS—100.3% (Cost $87,622,187) | | | | | | | 107,961,813 | |
SECURITIES SOLD SHORT—(36.9%) | | | | | | |
COMMON STOCKS—(36.9%) | | | | | | | |
Australia—(2.2%) | | | | | | | | |
Afterpay Ltd.* | | | (6,232 | ) | | | (606,184 | ) |
Commonwealth Bank of Australia | | | (9,445 | ) | | | (688,183 | ) |
Technology One Ltd. | | | (40,008 | ) | | | (288,128 | ) |
WiseTech Global Ltd. | | | (21,537 | ) | | | (757,050 | ) |
| | | | | | | (2,339,545 | ) |
Canada—(0.3%) | | | | | | | | |
Cargojet, Inc. | | | (2,327 | ) | | | (385,943 | ) |
China—(0.4%) | | | | | | | | |
ZTO Express Cayman, Inc. - ADR | | | (14,026 | ) | | | (395,673 | ) |
Denmark—(0.4%) | | | | | | | | |
Ambu A/S, Class B | | | (12,519 | ) | | | (395,926 | ) |
France—(0.9%) | | | | | | | | |
JCDecaux SA* | | | (21,556 | ) | | | (601,374 | ) |
Remy Cointreau SA | | | (1,948 | ) | | | (383,617 | ) |
| | | | | | | (984,991 | ) |
Germany—(0.6%) | | | | | | | | |
Zalando SE* | | | (5,647 | ) | | | (626,109 | ) |
Israel—(0.5%) | | | | | | | | |
Fiverr International Ltd.* | | | (2,777 | ) | | | (498,499 | ) |
Japan—(3.3%) | | | | | | | | |
Fujitsu General Ltd. | | | (15,100 | ) | | | (376,935 | ) |
Hirose Electric Co., Ltd. | | | (3,100 | ) | | | (516,134 | ) |
Mercari, Inc.* | | | (8,200 | ) | | | (404,608 | ) |
MonotaRO Co., Ltd. | | | (17,300 | ) | | | (383,417 | ) |
Nidec Corp. | | | (6,100 | ) | | | (696,796 | ) |
Nomura Holdings, Inc. | | | (84,200 | ) | | | (406,622 | ) |
Odakyu Electric Railway Co., Ltd. | | | (10,800 | ) | | | (251,636 | ) |
PeptiDream, Inc.* | | | (5,700 | ) | | | (200,852 | ) |
Yamazaki Baking Co., Ltd. | | | (17,600 | ) | | | (288,618 | ) |
| | | | | | | (3,525,618 | ) |
| | NUMBER OF SHARES | | | VALUE | |
Luxembourg—(0.2%) | | | | | | | | |
Spotify Technology SA* | | | (1,175 | ) | | $ | (275,350 | ) |
New Zealand—(0.4%) | | | | | | | | |
Xero Ltd.* | | | (3,743 | ) | | | (413,989 | ) |
Norway—(1.3%) | | | | | | | | |
Equinor ASA | | | (26,855 | ) | | | (569,169 | ) |
NEL ASA* | | | (161,781 | ) | | | (265,729 | ) |
Yara International ASA | | | (11,749 | ) | | | (590,069 | ) |
| | | | | | | (1,424,967 | ) |
Singapore—(0.5%) | | | | | | | | |
Singapore Airlines Ltd.* | | | (133,000 | ) | | | (498,595 | ) |
Sweden—(2.4%) | | | | | | | | |
Dometic Group AB | | | (35,731 | ) | | | (566,756 | ) |
Epiroc AB* | | | (33,468 | ) | | | (734,421 | ) |
Essity AB, Class B | | | (22,487 | ) | | | (721,782 | ) |
Telia Co., AB | | | (120,371 | ) | | | (517,519 | ) |
| | | | | | | (2,540,478 | ) |
Switzerland—(2.9%) | | | | | | | | |
ABB Ltd. | | | (15,125 | ) | | | (559,544 | ) |
Belimo Holding AG* | | | (797 | ) | | | (415,609 | ) |
Credit Suisse Group AG | | | (36,895 | ) | | | (390,848 | ) |
Kuehne + Nagel International AG | | | (1,693 | ) | | | (618,737 | ) |
Stadler Rail AG | | | (9,984 | ) | | | (432,613 | ) |
VAT Group AG | | | (1,820 | ) | | | (762,307 | ) |
| | | | | | | (3,179,658 | ) |
United Kingdom—(0.3%) | | | | | | | | |
Renishaw PLC | | | (5,083 | ) | | | (377,584 | ) |
United States—(20.3%) | | | | | | | | |
Appfolio, Inc., Class A* | | | (4,898 | ) | | | (578,454 | ) |
Appian Corp.* | | | (2,006 | ) | | | (215,043 | ) |
Beyond Meat, Inc.* | | | (1,866 | ) | | | (223,248 | ) |
Blackline, Inc.* | | | (5,619 | ) | | | (613,033 | ) |
Calix, Inc.* | | | (11,992 | ) | | | (558,827 | ) |
Cal-Maine Foods, Inc. | | | (15,521 | ) | | | (561,239 | ) |
CarMax, Inc.* | | | (3,252 | ) | | | (407,183 | ) |
Carvana Co.* | | | (1,459 | ) | | | (478,639 | ) |
Chart Industries, Inc.* | | | (3,180 | ) | | | (599,048 | ) |
Chewy, Inc., Class A* | | | (3,305 | ) | | | (291,237 | ) |
Choice Hotels International, Inc. | | | (3,310 | ) | | | (395,082 | ) |
Cincinnati Financial Corp. | | | (5,360 | ) | | | (661,424 | ) |
Compass Minerals International, Inc. | | | (7,028 | ) | | | (470,384 | ) |
Credit Acceptance Corp.* | | | (467 | ) | | | (270,711 | ) |
Cree, Inc.* | | | (5,194 | ) | | | (441,386 | ) |
CVB Financial Corp. | | | (25,456 | ) | | | (518,284 | ) |
Danimer Scientific, Inc.* | | | (9,547 | ) | | | (186,548 | ) |
DoorDash, Inc., Class A* | | | (2,780 | ) | | | (532,092 | ) |
DraftKings, Inc., Class A* | | | (8,478 | ) | | | (502,661 | ) |
Dun & Bradstreet Holdings, Inc.* | | | (10,912 | ) | | | (200,017 | ) |
Ecolab, Inc. | | | (1,040 | ) | | | (234,374 | ) |
Enerpac Tool Group Corp. | | | (22,144 | ) | | | (557,143 | ) |
First Financial Bankshares, Inc. | | | (16,809 | ) | | | (800,445 | ) |
Floor & Decor Holdings, Inc., Class A* | | | (2,508 | ) | | | (309,236 | ) |
Fulgent Genetics, Inc.* | | | (2,891 | ) | | | (263,775 | ) |
GoodRx Holdings, Inc., Class A* | | | (6,777 | ) | | | (257,662 | ) |
Greif, Inc., Class A | | | (8,693 | ) | | | (550,441 | ) |
Hormel Foods Corp. | | | (15,480 | ) | | | (704,959 | ) |
Lemonade, Inc.* | | | (4,889 | ) | | | (369,315 | ) |
Multiplan Corp.* | | | (31,508 | ) | | | (189,048 | ) |
Netflix, Inc.* | | | (1,057 | ) | | | (601,634 | ) |
Nevro Corp.* | | | (2,704 | ) | | | (329,888 | ) |
The accompanying notes are an integral part of the financial statements.
66 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
Nikola Corp.* | | | (18,127 | ) | | $ | (189,065 | ) |
Novanta, Inc.* | | | (3,363 | ) | | | (515,279 | ) |
Okta, Inc.* | | | (1,624 | ) | | | (428,086 | ) |
Packaging Corp of America | | | (1,947 | ) | | | (295,360 | ) |
Quaker Chemical Corp. | | | (1,381 | ) | | | (357,845 | ) |
Redfin Corp.* | | | (10,563 | ) | | | (513,045 | ) |
RLI Corp. | | | (2,729 | ) | | | (298,089 | ) |
Shake Shack, Inc., Class A*# | | | (5,172 | ) | | | (448,671 | ) |
Southern Copper Corp. | | | (10,041 | ) | | | (628,466 | ) |
Stitch Fix, Inc., Class A* | | | (8,110 | ) | | | (339,890 | ) |
Teladoc Health, Inc.* | | | (2,352 | ) | | | (339,676 | ) |
Tesla, Inc.* | | | (1,906 | ) | | | (1,402,282 | ) |
Texas Roadhouse, Inc. | | | (3,660 | ) | | | (347,700 | ) |
Vail Resorts, Inc.* | | | (2,132 | ) | | | (649,940 | ) |
Wayfair, Inc., Class A* | | | (1,999 | ) | | | (561,219 | ) |
Westamerica Bancorporation | | | (7,835 | ) | | | (444,558 | ) |
WW International, Inc.* | | | (12,128 | ) | | | (262,571 | ) |
| | | | | | | (21,894,202 | ) |
TOTAL COMMON STOCKS (Proceeds $(37,585,400)) | | | | | | | (39,757,127 | ) |
TOTAL SECURITIES SOLD SHORT—(36.9%) (Proceeds $(37,585,400)) | | | | | | | (39,757,127 | ) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
OPTIONS WRITTEN††—(0.7%) | | | | | | | |
Call Options Written—(0.6%) | | | | | | | | |
DuPont de Nemours, Inc. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/21/2022, Exercise Price: 85.00 | | | (106 | ) | | | (784,612 | ) | | | (11,448 | ) |
KLA Corp. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/21/2022, Exercise Price: 350.00 | | | (29 | ) | | | (985,884 | ) | | | (66,700 | ) |
Lennar Corp. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
11/19/2021, Exercise Price: 95.00 | | | (74 | ) | | | (794,094 | ) | | | (110,852 | ) |
| | NUMBER OF CONTRACTS | | | NOTIONAL AMOUNT | | | VALUE | |
Call Options Written—(continued) | | | | | | | |
Oracle Corp. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/21/2022, Exercise Price: 67.50 | | | (149 | ) | | | (1,328,037 | ) | | $ | (338,975 | ) |
Wells Fargo & Co. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
12/17/2021, Exercise Price: 42.50 | | | (197 | ) | | | (900,290 | ) | | | (94,954 | ) |
Wells Fargo & Co. | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
01/21/2022, Exercise Price: 50.00 | | | (216 | ) | | | (987,120 | ) | | | (39,960 | ) |
TOTAL CALL OPTIONS WRITTEN (Premiums received $(564,440)) | | | | (662,889 | ) |
Put Options Written—(0.1%) | | | | | | |
Shake Shack, Inc., Class A | | | | | | | | | | | | |
Expiration: | | | | | | | | | | | | |
12/17/2021, Exercise Price: 90.00 | | | (27 | ) | | | (234,225 | ) | | | (27,675 | ) |
TOTAL PUT OPTIONS WRITTEN (Premiums received $(29,415)) | | | | (27,675 | ) |
TOTAL OPTIONS WRITTEN (Premiums received $(593,855)) | | | | (690,564 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—37.3% | | | | 40,136,937 | |
NET ASSETS—100.0% | | | | | | | | | | $ | 107,651,059 | |
ADR | — | American Depositary Receipt |
PLC | — | Public Limited Company |
* | — | Non-income producing. |
(a) | — | The rate shown is as of August 31, 2021. |
† | — | 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. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 67
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS GLOBAL LONG/SHORT FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2021, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | | NOTIONAL AMOUNT | | | UNREALIZED APPRECIATION (DEPRECIATION) | |
Long | | | | | | | | | | | | | | | | | | | | | | | |
Netherlands | | | | | | | | | | | | | | | | | | | | | | | |
Royal Dutch Shell PLC, Class A | | Goldman Sachs | | 09/16/2025 | | | 0.05 | % | | Monthly | | | 40,484 | | | $ | 796,823 | | | | $ | (8,810 | ) |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | |
GVC LN | | Goldman Sachs | | 09/18/2025 | | | 0.05 | | | Monthly | | | 31,967 | | | | 849,553 | | | | | 21,026 | |
Total Long | | | | | | | | | | | | | | | | | 1,646,376 | | | | | 12,216 | |
Short | | | | | | | | | | | | | | | | | | | | | | | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
POSCO Chemical Co., Ltd. | | Morgan Stanley | | 09/20/2022 | | | 0.09 | | | Monthly | | | (3,051 | ) | | $ | (409,186 | ) | | | $ | (28,258 | ) |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Acer, Inc. | | Goldman Sachs | | 09/18/2025 | | | 0.08 | | | Monthly | | | (389,000 | ) | | | (353,719 | ) | | | | (3,885 | ) |
Advantech Co., Ltd. | | Morgan Stanley | | 09/22/2022 | | | 0.09 | | | Monthly | | | (40,000 | ) | | | (557,129 | ) | | | | (46,847 | ) |
Formosa Petrochemical Corp. | | Macquarie | | 12/21/2021 | | | 0.08 | | | Monthly | | | (120,000 | ) | | | (423,476 | ) | | | | (12,991 | ) |
| | | | | | | | | | | | | | | | | (1,334,324 | ) | | | | (63,723 | ) |
United Kingdom | | | | | | | | | | | | | | | | | | | | | | | |
Antofagasta PLC | | Goldman Sachs | | 09/18/2025 | | | 0.05 | | | Monthly | | | (29,252 | ) | | | (585,563 | ) | | | | 16,724 | |
Ashmore Group PLC | | Goldman Sachs | | 09/16/2025 | | | 0.05 | | | Monthly | | | (80,024 | ) | | | (439,205 | ) | | | | (19,856 | ) |
Domino’s Pizza Group PLC | | Goldman Sachs | | 09/18/2025 | | | 0.05 | | | Monthly | | | (63,259 | ) | | | (357,802 | ) | | | | 477 | |
Fevertree Drinks PLC | | Goldman Sachs | | 09/16/2025 | | | 0.05 | | | Monthly | | | (8,737 | ) | | | (266,909 | ) | | | | 15,461 | |
HSBC Holdings PLC | | Goldman Sachs | | 09/16/2025 | | | 0.05 | | | Monthly | | | (68,096 | ) | | | (361,568 | ) | | | | 18,350 | |
Pearson PLC | | Goldman Sachs | | 09/18/2025 | | | 0.05 | | | Monthly | | | (29,681 | ) | | | (313,235 | ) | | | | (2,324 | ) |
Schroders PLC | | Goldman Sachs | | 09/18/2025 | | | 0.05 | | | Monthly | | | (8,762 | ) | | | (455,357 | ) | | | | (8,489 | ) |
Whitbread PLC | | Goldman Sachs | | 09/16/2025 | | | 0.05 | | | Monthly | | | (11,904 | ) | | | (525,030 | ) | | | | (30,176 | ) |
| | | | | | | | | | | | | | | | | (3,304,669 | ) | | | | (9,833 | ) |
Total Short | | | | | | | | | | | | | | | | | (5,048,179 | ) | | | | (101,814 | ) |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | | | | | $ | (89,598 | ) |
The accompanying notes are an integral part of the financial statements.
68 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
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, 2021 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Australia | | $ | 781,355 | | | $ | — | | | $ | 781,355 | | | $ | — | |
Bermuda | | | 2,318,140 | | | | 2,318,140 | | | | — | | | | — | |
Canada | | | 2,338,097 | | | | 2,338,097 | | | | — | | | | — | |
China | | | 774,687 | | | | — | | | | 774,687 | | | | — | |
Finland | | | 603,346 | | | | — | | | | 603,346 | | | | — | |
France | | | 8,252,411 | | | | — | | | | 8,252,411 | | | | — | |
Germany | | | 3,995,468 | | | | — | | | | 3,995,468 | | | | — | |
Hong Kong | | | 528,727 | | | | — | | | | 528,727 | | | | — | |
Ireland | | | 709,457 | | | | — | | | | 709,457 | | | | — | |
Italy | | | 884,878 | | | | — | | | | 884,878 | | | | — | |
Japan | | | 8,438,148 | | | | — | | | | 8,438,148 | | | | — | |
Macao | | | 246,530 | | | | — | | | | 246,530 | | | | — | |
Netherland | | | 3,347,638 | | | | 773,392 | | | | 2,574,246 | | | | — | |
Norway | | | 1,080,606 | | | | — | | | | 1,080,606 | | | | — | |
South Korea | | | 3,510,280 | | | | — | | | | 3,510,280 | | | | — | |
Sweden | | | 3,308,791 | | | | — | | | | 3,308,791 | | | | — | |
Switzerland | | | 6,630,395 | | | | — | | | | 6,630,395 | | | | — | |
Taiwan | | | 641,371 | | | | — | | | | 641,371 | | | | — | |
United Kingdom | | | 10,645,760 | | | | 2,855,564 | | | | 7,790,196 | | | | — | |
United States | | | 41,677,397 | | | | 41,677,397 | | | | — | | | | — | |
Preferred Stock Germany | | | 1,678,538 | | | | — | | | | 1,678,538 | | | | — | |
Short-Term Investments | | | 5,569,793 | | | | 5,569,793 | | | | — | | | | — | |
Contracts For Difference Equity Contracts | | | 72,038 | | | | 72,038 | | | | — | | | | — | |
Total Assets | | $ | 108,033,851 | | | $ | 55,604,421 | | | $ | 52,429,430 | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Australia | | $ | (2,339,545 | ) | | $ | — | | | $ | (2,339,545 | ) | | $ | — | |
Canada | | | (385,943 | ) | | | (385,943 | ) | | | — | | | | — | |
China | | | (395,673 | ) | | | (395,673 | ) | | | — | | | | — | |
Denmark | | | (395,926 | ) | | | — | | | | (395,926 | ) | | | — | |
France | | | (984,991 | ) | | | — | | | | (984,991 | ) | | | — | |
Germany | | | (626,109 | ) | | | — | | | | (626,109 | ) | | | — | |
Israel | | | (498,499 | ) | | | (498,499 | ) | | | — | | | | — | |
Japan | | | (3,525,618 | ) | | | — | | | | (3,525,618 | ) | | | — | |
Luxembourg | | | (275,350 | ) | | | (275,350 | ) | | | — | | | | — | |
New Zealand | | | (413,989 | ) | | | — | | | | (413,989 | ) | | | — | |
Norway | | | (1,424,967 | ) | | | — | | | | (1,424,967 | ) | | | — | |
Singapore | | | (498,595 | ) | | | — | | | | (498,595 | ) | | | — | |
Sweden | | | (2,540,478 | ) | | | — | | | | (2,540,478 | ) | | | — | |
Switzerland | | | (3,179,658 | ) | | | (432,613 | ) | | | (2,747,045 | ) | | | — | |
United Kingdom | | | (377,584 | ) | | | — | | | | (377,584 | ) | | | — | |
United States | | | (21,894,202 | ) | | | (21,894,202 | ) | | | — | | | | — | |
Options Written Equity Contracts | | | (690,564 | ) | | | (323,914 | ) | | | (366,650 | ) | | | — | |
Contracts For Difference Equity Contracts | | | (161,636 | ) | | | (161,636 | ) | | | — | | | | — | |
Total Liabilities | | $ | (40,609,327 | ) | | $ | (24,367,830 | ) | | $ | (16,241,497 | ) | | $ | — | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 69
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments |
LONG POSITIONS—84.8% | | | | | | |
COMMON STOCKS—55.4% | | | | | | | | |
Brazil—3.7% | | | | | | | | |
Clear Sale SA* | | | 11,108 | | | $ | 56,154 | |
Eletromidia SA* | | | 457,278 | | | | 1,636,041 | |
Sendas Distribuidora SA | | | 183,500 | | | | 602,937 | |
| | | | | | | 2,295,132 | |
China—14.5% | | | | | | | | |
Agricultural Bank of China Ltd., Class H | | | 610,000 | | | | 204,495 | |
Alibaba Group Holding Ltd.* | | | 22,100 | | | | 462,765 | |
Baidu, Inc. - SP ADR*† | | | 2,443 | | | | 383,600 | |
China Construction Bank Corp., Class H | | | 292,000 | | | | 210,403 | |
China Yongda Automobiles Services Holdings Ltd. | | | 993,000 | | | | 1,663,864 | |
CIFI Holdings Group Co., Ltd. | | | 772,195 | | | | 519,087 | |
Industrial & Commercial Bank of China Ltd., Class H | | | 525,000 | | | | 292,359 | |
JNBY Design Ltd. | | | 186,000 | | | | 441,955 | |
Longfor Group Holdings Ltd. | | | 117,000 | | | | 506,296 | |
Luxi Chemical Group Co., Ltd., Class A | | | 234,000 | | | | 837,551 | |
Ping An Insurance Group Co. of China Ltd., Class H | | | 110,466 | | | | 855,348 | |
Tongcheng-Elong Holdings Ltd.* | | | 179,200 | | | | 417,748 | |
Zhongsheng Group Holdings Ltd. | | | 256,000 | | | | 2,140,416 | |
| | | | | | | 8,935,887 | |
Greece—0.7% | | | | | | | | |
JUMBO SA | | | 26,538 | | | | 416,826 | |
Hong Kong—3.4% | | | | | | | | |
Swire Properties Ltd. | | | 210,600 | | | | 569,193 | |
WH Group Ltd. | | | 1,773,000 | | | | 1,537,840 | |
| | | | | | | 2,107,033 | |
Hungary—1.4% | | | | | | | | |
OTP Bank PLC* | | | 14,147 | | | | 854,363 | |
India—4.5% | | | | | | | | |
Bharti Airtel Ltd. | | | 55,580 | | | | 504,338 | |
Hindustan Petroleum Corp., Ltd. | | | 329,737 | | | | 1,201,963 | |
UPL Ltd. | | | 102,019 | | | | 1,032,750 | |
| | | | | | | 2,739,051 | |
Indonesia—0.8% | | | | | | | | |
Bank Pembangunan Daerah Jawa Timur Tbk PT | | | 6,572,500 | | | | 329,325 | |
Wismilak Inti Makmur Tbk PT | | | 5,459,600 | | | | 181,551 | |
| | | | | | | 510,876 | |
Malaysia—2.0% | | | | | | | | |
Bumi Armada Bhd* | | | 4,380,500 | | | | 472,990 | |
Lotte Chemical Titan Holding Bhd | | | 681,000 | | | | 419,578 | |
Uchi Technologies Bhd | | | 470,100 | | | | 356,274 | |
| | | | | | | 1,248,842 | |
Mexico—2.0% | | | | | | | | |
Concentradora Fibra Danhos SA de CV | | | 405,000 | | | | 503,729 | |
Macquarie Mexico Real Estate Management SA de CV | | | 561,500 | | | | 725,499 | |
| | | | | | | 1,229,228 | |
Russia—2.5% | | | | | | |
Fix Price Group Ltd. - GDR | | | 100,129 | | | $ | 934,704 | |
Sberbank of Russia PJSC - SP ADR | | | 33,555 | | | | 599,628 | |
| | | | | | | 1,534,332 | |
South Africa—1.8% | | | | | | | | |
Naspers Ltd., Class N | | | 275 | | | | 47,448 | |
Pick n Pay Stores Ltd. | | | 132,563 | | | | 533,150 | |
SPAR Group Ltd., (The) | | | 35,107 | | | | 501,800 | |
| | | | | | | 1,082,398 | |
South Korea—6.2% | | | | | | | | |
Innocean Worldwide, Inc. | | | 8,853 | | | | 446,363 | |
KakaoBank Corp.* | | | 2,194 | | | | 158,762 | |
KB Financial Group, Inc. | | | 15,045 | | | | 684,398 | |
Krafton, Inc.* | | | 262 | | | | 111,064 | |
Osstem Implant Co., Ltd. | | | 4,579 | | | | 631,673 | |
SK Hynix, Inc. | | | 19,396 | | | | 1,775,906 | |
| | | | | | | 3,808,166 | |
Taiwan—10.7% | | | | | | | | |
Fusheng Precision Co., Ltd. | | | 65,000 | | | | 425,051 | |
Ginko International Co., Ltd. | | | 37,000 | | | | 279,426 | |
Global Mixed Mode Technology, Inc. | | | 86,000 | | | | 809,470 | |
Lotes Co., Ltd. | | | 17,000 | | | | 330,466 | |
Nanya Technology Corp. | | | 255,000 | | | | 608,068 | |
O-TA Precision Industry Co., Ltd. | | | 55,000 | | | | 314,866 | |
Pegavision Corp. | | | 20,000 | | | | 431,087 | |
Tripod Technology Corp. | | | 228,000 | | | | 940,767 | |
Wiwynn Corp. | | | 70,000 | | | | 2,443,744 | |
| | | | | | | 6,582,945 | |
United States—1.0% | | | | | | | | |
Micron Technology, Inc.† | | | 7,894 | | | | 581,788 | |
Uruguay—0.2% | | | | | | | | |
Dlocal Ltd.*† | | | 1,413 | | | | 90,432 | |
TOTAL COMMON STOCKS (Cost $30,412,591) | | | | | | | 34,017,299 | |
PREFERRED STOCKS—5.0% | | | | | | | | |
Brazil—1.6% | | | | | | | | |
Randon SA Implementos e participacoes 5.548%* | | | 452,300 | | | | 1,005,053 | |
Chile—0.8% | | | | | | | | |
Embotelladora Andina SA 6.317% | | | 198,714 | | | | 472,233 | |
South Korea—2.6% | | | | | | | | |
Samsung Electronics Co., Ltd. 4.274% | | | 25,963 | | | | 1,582,872 | |
TOTAL PREFERRED STOCKS (Cost $2,472,780) | | | | | | | 3,060,158 | |
RIGHTS—0.0% | | | | | | | | |
Taiwan—0.0% | | | | | | | | |
Lotes Co., Ltd.* | | | 328 | | | | 0 | |
TOTAL RIGHTS (Cost $560) | | | | | | | 0 | |
SHORT-TERM INVESTMENTS—24.4% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(a) | | | 14,998,445 | | | | 14,998,445 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $14,998,445) | | | | | | | 14,998,445 | |
TOTAL INVESTMENTS—84.8% (Cost $47,884,376) | | | | | | | 52,075,902 | |
The accompanying notes are an integral part of the financial statements.
70 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments (continued) |
| | | NUMBER OF SHARES | | | VALUE | |
SECURITIES SOLD SHORT—(0.7%) | | | | | | | | |
COMMON STOCKS—(0.7%) | | | | | | | | |
United Kingdom—(0.7%) | | | | | | | | |
Antofagasta PLC | | | (21,761 | ) | | $ | (435,915 | ) |
TOTAL COMMON STOCKS (Proceeds $(209,456)) | | | | | | | (435,915 | ) |
TOTAL SECURITIES SOLD SHORT—(0.7%) | | | | | | | | |
(Proceeds $(209,456)) | | | | | | | (435,915 | ) |
OTHER ASSETS IN EXCESS OF LIABILITIES—15.9% | | | | | | | 9,789,634 | |
NET ASSETS—100.0% | | | | | | $ | 61,429,621 | |
GDR | — | Global 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, 2021. |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 71
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2021, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | UNREALIZED APPRECIATION (DEPRECIATION) |
Long | | | | | | | | | | | | | | | | | | | | | | | |
Austria | | | | | | | | | | | | | | | | | | | | | | | |
Raiffeisen Bank International AG | | Morgan Stanley | | 9/20/2022 | | | -0.56 | % | | Monthly | | | 27,616 | | | $ | 663,238 | | | | $ | (16,253 | ) |
Chile | | | | | | | | | | | | | | | | | | | | | | | |
Banco Santander-Chile - ADR | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | 11,792 | | | | 248,222 | | | | | 13,035 | |
China | | | | | | | | | | | | | | | | | | | | | | | |
Alibaba Group Holding Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.07 | | | Monthly | | | 18,100 | | | | 385,158 | | | | | (14,747 | ) |
Alibaba Group Holding Ltd. - SP ADR | | Goldman Sachs | | 9/16/2025 | | | 0.07 | | | Monthly | | | 1,205 | | | | 201,223 | | | | | (8,167 | ) |
Anhui Heli Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 517,900 | | | | 822,941 | | | | | (60,255 | ) |
Anhui Liuguo Chemical Co. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 448,200 | | | | 511,083 | | | | | 109,894 | |
China Bluechemical Ltd., Class H | | Goldman Sachs | | 9/16/2025 | | | 0.07 | | | Monthly | | | 1,252,000 | | | | 387,957 | | | | | (59,668 | ) |
China Yongda Automobiles Services Holdings Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.07 | | | Monthly | | | 379,500 | | | | 636,286 | | | | | (24,536 | ) |
Netdragon Websoft Holdings Ltd. | | Goldman Sachs | | 9/18/2025 | | | 0.07 | | | Monthly | | | 64,000 | | | | 143,183 | | | | | 19,230 | |
Tencent Holdings Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.07 | | | Monthly | | | 14,600 | | | | 903,319 | | | | | 86,555 | |
Yunnan Yuntianhua Co. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 184,700 | | | | 706,428 | | | | | 206,740 | |
| | | | | | | | | | | | | | | | | 4,697,578 | | | | | 255,046 | |
France | | | | | | | | | | | | | | | | | | | | | | | |
TotalEnergies SE | | Goldman Sachs | | 9/18/2025 | | | -0.57 | | | Monthly | | | 18,750 | | | | 826,783 | | | | | (10,578 | ) |
Hong Kong | | | | | | | | | | | | | | | | | | | | | | | |
Haitian International Holdings Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.07 | | | Monthly | | | 158,000 | | | | 605,391 | | | | | 19,181 | |
Mexico | | | | | | | | | | | | | | | | | | | | | | | |
Grupo Comercial Chedraui SA de CV | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | 206,500 | | | | 322,952 | | | | | (275 | ) |
Portugal | | | | | | | | | | | | | | | | | | | | | | | |
Jeronimo Martins SGPS SA | | Goldman Sachs | | 9/18/2025 | | | -0.57 | | | Monthly | | | 11,675 | | | | 247,445 | | | | | 427 | |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Detsky Mir PJSC | | Goldman Sachs | | 9/18/2025 | | | 0.09 | | | Monthly | | | 272,210 | | | | 515,623 | | | | | 3,624 | |
Sberbank PJSC - SP ADR | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 39,641 | | | | 712,016 | | | | | (9,689 | ) |
| | | | | | | | | | | | | | | | | 1,227,639 | | | | | (6,065 | ) |
Singapore | | | | | | | | | | | | | | | | | | | | | | | |
DBS Group Holdings Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.15 | | | Monthly | | | 36,051 | | | | 803,636 | | | | | (13,596 | ) |
Golden Agri-Resources Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.15 | | | Monthly | | | 7,197,000 | | | | 1,231,220 | | | | | (53,822 | ) |
United Overseas Bank Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.15 | | | Monthly | | | 21,200 | | | | 403,359 | | | | | (6,874 | ) |
| | | | | | | | | | | | | | | | | 2,438,215 | | | | | (74,292 | ) |
South Africa | | | | | | | | | | | | | | | | | | | | | | | |
Naspers Ltd. - SP ADR | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 15,523 | | | | 532,279 | | | | | 33,434 | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
GS Retail Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 10,775 | | | | 318,757 | | | | | 13,172 | |
Hana Financial Group, Inc. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 39,039 | | | | 1,516,846 | | | | | 39,528 | |
Hankook Tire & Technology Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 11,534 | | | | 463,568 | | | | | (1,839 | ) |
LG Electronics, Inc. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 10,062 | | | | 1,232,312 | | | | | (59,737 | ) |
POSCO | | Goldman Sachs | | 9/18/2025 | | | 0.09 | | | Monthly | | | 2,171 | | | | 631,012 | | | | | 22,685 | |
Samsung Electronics Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 4,505 | | | | 298,015 | | | | | 13,754 | |
SK Hynix, Inc. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 1,318 | | | | 121,063 | | | | | 7,301 | |
| | | | | | | | | | | | | | | | | 4,581,573 | | | | | 34,864 | |
The accompanying notes are an integral part of the financial statements.
72 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments (continued) |
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | UNREALIZED APPRECIATION (DEPRECIATION) |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Ginko International Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 57,000 | | | $ | 431,919 | | | | $ | 22,552 | |
Nanya Technology Corp. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 912,000 | | | | 2,185,100 | | | | | 4,001 | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | Goldman Sachs | | 9/18/2025 | | | 0.09 | | | Monthly | | | 4,251 | | | | 94,182 | | | | | 5,645 | |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR | | Goldman Sachs | | 9/18/2025 | | | 0.09 | | | Monthly | | | 7,921 | | | | 942,678 | | | | | 62,420 | |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR | | HSBC | | 9/20/2022 | | | 0.05 | | | Monthly | | | 6,231 | | | | 741,551 | | | | | 49,149 | |
Wiwynn Corp. | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | 12,000 | | | | 420,012 | | | | | 59,339 | |
| | | | | | | | | | | | | | | | | 4,815,442 | | | | | 203,106 | |
Total Long | | | | | | | | | | | | | | | | | 21,206,757 | | | | | 451,630 | |
Short | | | | | | | | | | | | | | | | | | | | | | | |
Brazil | | | | | | | | | | | | | | | | | | | | | | | |
Hapvida Participacoes e Investimentos SA | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (58,800 | ) | | $ | (166,934 | ) | | | $ | (2,088 | ) |
Light SA | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (171,700 | ) | | | (458,903 | ) | | | | 15,360 | |
M Dias Branco SA | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (50,200 | ) | | | (310,473 | ) | | | | (10,066 | ) |
Natura & Co. Holding SA | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (40,100 | ) | | | (400,240 | ) | | | | 893 | |
Notre Dame Intermedica Participacoes SA | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (19,100 | ) | | | (293,585 | ) | | | | 2,486 | |
OI SA | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (735,400 | ) | | | (157,866 | ) | | | | (15,500 | ) |
Pagseguro Digital Ltd., Class A | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (4,836 | ) | | | (287,597 | ) | | | | (16,507 | ) |
Ultrapar Participacoes SA | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (134,600 | ) | | | (374,583 | ) | | | | 37,584 | |
| | | | | | | | | | | | | | | | | (2,450,181 | ) | | | | 12,162 | |
China | | | | | | | | | | | | | | | | | | | | | | | |
AAC Technologies Holdings, Inc. | | Goldman Sachs | | 9/16/2025 | | | -0.01 | | | Monthly | | | (58,000 | ) | | | (323,281 | ) | | | | 13,364 | |
Beijing Dabeinong Technology Group Co., Ltd., Class A | | HSBC | | 9/20/2022 | | | 0.05 | | | Monthly | | | (67,000 | ) | | | (77,230 | ) | | | | 4,132 | |
BOE Technology Group Co Ltd., Class A | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (307,300 | ) | | | (276,718 | ) | | | | (10,450 | ) |
Cofco Joycome Foods Ltd. | | Goldman Sachs | | 9/16/2025 | | | -0.01 | | | Monthly | | | (911,000 | ) | | | (269,407 | ) | | | | 11,233 | |
IQIYI, Inc. - ADR | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (49,166 | ) | | | (445,444 | ) | | | | (15,267 | ) |
JOYY, Inc. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (1,218 | ) | | | (77,099 | ) | | | | (27,786 | ) |
KE Holdings, Inc. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (2,065 | ) | | | (37,356 | ) | | | | 1,277 | |
Muyuan Foodstuff Co., Ltd., Class A | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (19,100 | ) | | | (125,034 | ) | | | | 7,574 | |
Muyuan Foodstuff Co., Ltd., Class A | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (37,700 | ) | | | (246,795 | ) | | | | 15,924 | |
New Hope Liuhe Co., Ltd., Class A | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (26,400 | ) | | | (44,686 | ) | | | | 3,793 | |
New Hope Liuhe Co., Ltd., Class A | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (247,043 | ) | | | (418,160 | ) | | | | 35,182 | |
TCL Technology Group Corp., Class A | | HSBC | | 9/20/2022 | | | 0.05 | | | Monthly | | | (143,000 | ) | | | (157,753 | ) | | | | 4,609 | |
Wangsu Science & Technology Co., Ltd., Class A | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (565,000 | ) | | | (517,515 | ) | | | | 24,774 | |
Wens Foodstuff Group Co., Ltd., Class A | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (406,500 | ) | | | (816,371 | ) | | | | (857 | ) |
Yunda Holding Co., Ltd. | | HSBC | | 9/20/2022 | | | 0.05 | | | Monthly | | | (146,500 | ) | | | (349,295 | ) | | | | (35,831 | ) |
| | | | | | | | | | | | | | | | | (4,182,144 | ) | | | | 31,671 | |
Columbia | | | | | | | | | | | | | | | | | | | | | | | |
BanColombia S.A. - SP ADR | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (9,386 | ) | | | (312,085 | ) | | | | (18,134 | ) |
Hong Kong | | | | | | | | | | | | | | | | | | | | | | | |
China Taiping Insurance Holdings Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | -0.01 | | | Monthly | | | (117,400 | ) | | | (171,478 | ) | | | | 4,197 | |
Fullshare Holdings Ltd. | | Goldman Sachs | | 9/16/2025 | | | -0.01 | | | Monthly | | | (16,690,000 | ) | | | (225,332 | ) | | | | 5,939 | |
Hong Kong & China Gas Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | -0.01 | | | Monthly | | | (290,570 | ) | | | (467,754 | ) | | | | 10,379 | |
Ju Teng International Holdings Ltd. | | Goldman Sachs | | 9/16/2025 | | | -0.01 | | | Monthly | | | (380,000 | ) | | | (78,175 | ) | | | | 1,452 | |
Kuaishou Technology | | Citigroup | | 3/30/2022 | | | 0.00 | | | Monthly | | | (33,600 | ) | | | (365,055 | ) | | | | (58,615 | ) |
Sunny Optical Technology | | Goldman Sachs | | 9/16/2025 | | | -0.01 | | | Monthly | | | (14,500 | ) | | | (438,498 | ) | | | | (32,511 | ) |
| | | | | | | | | | | | | | | | | (1,746,292 | ) | | | | (69,159 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 73
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments (continued) |
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | UNREALIZED APPRECIATION (DEPRECIATION) |
Indonesia | | | | | | | | | | | | | | | | | | | | | | | |
Unilever Indonesia Tbk PT | | Citigroup | | 3/30/2022 | | | 0.08 | | | Monthly | | | (942,700 | ) | | $ | (267,690 | ) | | | $ | 5,825 | |
Unilever Indonesia Tbk PT | | Macquarie | | 12/21/2021 | | | 0.08 | | | Monthly | | | (1,186,600 | ) | | | (336,948 | ) | | | | 11,777 | |
| | | | | | | | | | | | | | | | | (604,638 | ) | | | | 17,602 | |
Israel | | | | | | | | | | | | | | | | | | | | | | | |
Elbit Systems Ltd. | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (2,069 | ) | | | (300,888 | ) | | | | (3,080 | ) |
Wix.com Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (2,556 | ) | | | (567,636 | ) | | | | (56,800 | ) |
| | | | | | | | | | | | | | | | | (868,524 | ) | | | | (59,880 | ) |
Kuwait | | | | | | | | | | | | | | | | | | | | | | | |
National Bank of Kuwait | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | (25,860 | ) | | | (80,495 | ) | | | | (3,798 | ) |
Malaysia | | | | | | | | | | | | | | | | | | | | | | | |
Careplus Group Bhd | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (380,700 | ) | | | (157,518 | ) | | | | (5,987 | ) |
Hartalega Holdings Bhd | | HSBC | | 9/20/2022 | | | 0.05 | | | Monthly | | | (272,400 | ) | | | (483,597 | ) | | | | (30,184 | ) |
Kossan Rubber Industries | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (489,300 | ) | | | (364,886 | ) | | | | (2,422 | ) |
Supermax Corp Bhd | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (501,800 | ) | | | (398,350 | ) | | | | (36,804 | ) |
Top Glove Corp. Bhd | | HSBC | | 9/22/2022 | | | 0.05 | | | Monthly | | | (485,300 | ) | | | (466,971 | ) | | | | (37,631 | ) |
| | | | | | | | | | | | | | | | | (1,871,322 | ) | | | | (113,028 | ) |
Mexico | | | | | | | | | | | | | | | | | | | | | | | |
Becle SAB de CV | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (222,300 | ) | | | (570,139 | ) | | | | (61,057 | ) |
La Comer SAB de CV | | Citigroup | | 3/30/2022 | | | 0.07 | | | Monthly | | | (85,021 | ) | | | (154,472 | ) | | | | (4,612 | ) |
| | | | | | | | | | | | | | | | | (724,611 | ) | | | | (65,669 | ) |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Mail.ru Group Ltd. - GDR | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (29,948 | ) | | | (602,554 | ) | | | | 2,028 | |
Saudi Arabia | | | | | | | | | | | | | | | | | | | | | | | |
Alinma Bank | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | (11,446 | ) | | | (69,884 | ) | | | | (107 | ) |
Arab National Bank | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | (55,327 | ) | | | (337,505 | ) | | | | 1,752 | |
Banque Saudi Fransi | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | (7,057 | ) | | | (76,201 | ) | | | | 935 | |
Rabigh Refining and Petrochemical | | Goldman Sachs | | 9/16/2025 | | | 0.09 | | | Monthly | | | (61,406 | ) | | | (403,076 | ) | | | | 972 | |
Saudi Arabian Oil Co. | | Goldman Sachs | | 9/18/2025 | | | 0.09 | | | Monthly | | | (42,781 | ) | | | (400,926 | ) | | | | 768 | |
| | | | | | | | | | | | | | | | | (1,287,592 | ) | | | | 4,320 | |
Singapore | | | | | | | | | | | | | | | | | | | | | | | |
Starhub Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.25 | | | Monthly | | | (474,500 | ) | | | (430,577 | ) | | | | 3,397 | |
South Africa | | | | | | | | | | | | | | | | | | | | | | | |
Tiger Brands Ltd. | | Goldman Sachs | | 9/16/2025 | | | 3.33 | | | Monthly | | | (29,118 | ) | | | (372,718 | ) | | | | 11,441 | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
Amorepacific Corp. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (2,603 | ) | | | (510,744 | ) | | | | (30,604 | ) |
BH Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (20,357 | ) | | | (375,730 | ) | | | | (35,607 | ) |
CJ CGV Co., Ltd. | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (12,471 | ) | | | (325,906 | ) | | | | (36,285 | ) |
Kakao Games Corp. | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (5,258 | ) | | | (368,235 | ) | | | | (24,862 | ) |
Kolmar BNH Co., Ltd. | | Citigroup | | 3/30/2022 | | | 0.08 | | | Monthly | | | (5,885 | ) | | | (203,281 | ) | | | | 20,499 | |
Lg Display Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (16,036 | ) | | | (283,529 | ) | | | | (3,192 | ) |
Lotte Shopping Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (4,660 | ) | | | (432,058 | ) | | | | (14,271 | ) |
NongShim Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (1,664 | ) | | | (428,396 | ) | | | | (4,938 | ) |
Orion Corp. | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (5,231 | ) | | | (570,720 | ) | | | | (54,970 | ) |
Ottogi Corp. | | Citigroup | | 3/30/2022 | | | 0.08 | | | Monthly | | | (983 | ) | | | (438,321 | ) | | | | (3,313 | ) |
Paradise Co., Ltd. | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (7,362 | ) | | | (107,943 | ) | | | | (10,487 | ) |
Samyang Foods Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (6,839 | ) | | | (491,344 | ) | | | | 9,087 | |
Sillajen, Inc. | | Goldman Sachs | | 9/18/2025 | | | 0.08 | | | Monthly | | | (10,490 | ) | | | (29,162 | ) | | | | 78,283 | |
Toptec Co., Ltd. | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (29,938 | ) | | | (273,701 | ) | | | | (14,987 | ) |
| | | | | | | | | | | | | | | | | (4,839,070 | ) | | | | (125,647 | ) |
The accompanying notes are an integral part of the financial statements.
74 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC EQUITY FUND | Portfolio Of Investments (continued) |
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | UNREALIZED APPRECIATION (DEPRECIATION) |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Acer, Inc. | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (507,000 | ) | | $ | (461,017 | ) | | | $ | (7,118 | ) |
Asustek Computer, Inc. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (41,000 | ) | | | (479,333 | ) | | | | (11,433 | ) |
AU Optronics Corp | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (768,000 | ) | | | (487,734 | ) | | | | 36,751 | |
Catcher Technology Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (22,000 | ) | | | (132,571 | ) | | | | 9,148 | |
Chunghwa Telecom Ltd. - SP ADR | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (11,014 | ) | | | (449,922 | ) | | | | 16,065 | |
Compal Electronics, Inc. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (600,000 | ) | | | (495,787 | ) | | | | (15,525 | ) |
Far EasTone Telecommunications Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (273,000 | ) | | | (606,809 | ) | | | | (8,138 | ) |
Formosa Petrochemical Corp. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (125,000 | ) | | | (441,121 | ) | | | | (13,531 | ) |
Genius Electronic Optical Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (16,000 | ) | | | (279,142 | ) | | | | (9,299 | ) |
Global Lighting Technologies | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (54,000 | ) | | | (164,259 | ) | | | | (9,194 | ) |
Grape King Bio Ltd. | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (78,000 | ) | | | (458,766 | ) | | | | (1,564 | ) |
HannStar Display Corp. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (520,000 | ) | | | (302,091 | ) | | | | 357 | |
Innolux Corp. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (812,000 | ) | | | (505,421 | ) | | | | 34,966 | |
Largan Precision Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (6,000 | ) | | | (580,223 | ) | | | | (133 | ) |
Merry Electronics Co., Ltd. | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (109,000 | ) | | | (378,758 | ) | | | | 31,486 | |
Transcend Information, Inc. | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (58,000 | ) | | | (145,243 | ) | | | | (4,855 | ) |
| | | | | | | | | | | | | | | | | (6,368,197 | ) | | | | 47,983 | |
Thailand | | | | | | | | | | | | | | | | | | | | | | | |
Bangkok Commercial Asset - NVDR | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (369,900 | ) | | | (213,453 | ) | | | | (24,249 | ) |
PTT Global Chemical PCL - NVDR | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (61,300 | ) | | | (121,716 | ) | | | | (10,094 | ) |
Sri Trang Gloves Thailand - NVDR | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (249,800 | ) | | | (286,748 | ) | | | | (1,095 | ) |
True Corp., PCL - NVDR | | Morgan Stanley | | 9/20/2022 | | | 0.09 | | | Monthly | | | (4,547,200 | ) | | | (468,371 | ) | | | | (49,561 | ) |
| | | | | | | | | | | | | | | | | (1,090,288 | ) | | | | (84,999 | ) |
United States | | | | | | | | | | | | | | | | | | | | | | | |
Pinduoduo, Inc. - ADR | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (530 | ) | | | (53,011 | ) | | | | (10,908 | ) |
ZTO Express Cayman, Inc. - ADR | | Goldman Sachs | | 9/16/2025 | | | 0.08 | | | Monthly | | | (11,336 | ) | | | (319,789 | ) | | | | (22,462 | ) |
| | | | | | | | | | | | | | | | | (372,800 | ) | | | | (33,370 | ) |
Total Short | | | | | | | | | | | | | | | | | (28,204,088 | ) | | | | (443,080 | ) |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | (6,997,331 | ) | | | $ | 8,550 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 75
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS DYNAMIC 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, 2021 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Brazil | | $ | 2,295,132 | | | $ | 2,295,132 | | | $ | — | | | $ | — | |
China | | | 8,935,887 | | | | 825,555 | | | | 8,110,332 | | | | — | |
Greece | | | 416,826 | | | | — | | | | 416,826 | | | | — | |
Hong Kong | | | 2,107,033 | | | | — | | | | 2,107,033 | | | | — | |
Hungary | | | 854,363 | | | | — | | | | 854,363 | | | | — | |
India | | | 2,739,051 | | | | — | | | | 2,739,051 | | | | — | |
Indonesia | | | 510,876 | | | | — | | | | 510,876 | | | | — | |
Malaysia | | | 1,248,842 | | | | — | | | | 1,248,842 | | | | — | |
Mexico | | | 1,229,228 | | | | 1,229,228 | | | | — | | | | — | |
Russia | | | 1,534,332 | | | | 1,534,332 | | | | — | | | | — | |
South Africa | | | 1,082,398 | | | | 501,800 | | | | 580,598 | | | | — | |
South Korea | | | 3,808,166 | | | | 269,826 | | | | 3,538,340 | | | | — | |
Taiwan | | | 6,582,945 | | | | — | | | | 6,582,945 | | | | — | |
United States | | | 581,788 | | | | 581,788 | | | | — | | | | — | |
Uruguay | | | 90,432 | | | | 90,432 | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | |
Brazil | | | 1,005,053 | | | | 1,005,053 | | | | — | | | | — | |
Chile | | | 472,233 | | | | 472,233 | | | | — | | | | — | |
South Korea | | | 1,582,872 | | | | — | | | | 1,582,872 | | | | — | |
Rights | | | — | | | | — | | | | — | * | | | | |
Short-Term Investments | | | 14,998,445 | | | | 14,998,445 | | | | — | | | | — | |
Contracts For Difference Equity Contracts | | | 1,267,355 | | | | 1,189,072 | | | | 78,283 | | | | — | |
Total Assets | | $ | 53,343,257 | | | $ | 24,992,896 | | | $ | 28,350,361 | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Securities Sold Short United Kingdom | | $ | (435,915 | ) | | $ | — | | | $ | (435,915 | ) | | $ | — | |
| | | | | | | | | | | | | | | | |
Contracts For Difference Equity Contracts | | | (1,258,805 | ) | | | (1,258,805 | ) | | | — | | | | — | |
Total Liabilities | | $ | (1,694,720 | ) | | $ | (1,258,805 | ) | | $ | (435,915 | ) | | $ | — | |
| | | | | | | | | | | | | | | | |
* Value equals zero as of the end of the reporting period. | | | | | |
The accompanying notes are an integral part of the financial statements.
76 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments |
COMMON STOCKS—83.2% | | | | | | |
Austria—1.0% | | | | | | | | |
Raiffeisen Bank International AG | | | 9,656 | | | $ | 231,515 | |
Brazil—3.8% | | | | | | | | |
Clear Sale SA* | | | 8,629 | | | | 43,622 | |
Eletromidia SA* | | | 176,076 | | | | 629,962 | |
Sendas Distribuidora SA | | | 67,500 | | | | 221,789 | |
| | | | | | | 895,373 | |
Chile—0.4% | | | | | | | | |
Banco Santander Chile - ADR | | | 4,211 | | | | 88,642 | |
China—20.1% | | | | | | | | |
Agricultural Bank of China Ltd., Class H | | | 220,000 | | | | 73,752 | |
Alibaba Group Holding Ltd.* | | | 16,100 | | | | 337,127 | |
Alibaba Group Holding Ltd. - SP ADR* | | | 3,601 | | | | 601,331 | |
Baidu, Inc. - SP ADR* | | | 887 | | | | 139,277 | |
China BlueChemical Ltd. | | | 478,000 | | | | 148,117 | |
China Construction Bank Corp., Class H | | | 107,000 | | | | 77,100 | |
China Medical System Holdings Ltd. | | | 51,000 | | | | 100,101 | |
China Yongda Automobiles Services Holdings Ltd. | | | 495,000 | | | | 829,418 | |
CIFI Holdings Group Co., Ltd. | | | 276,231 | | | | 185,689 | |
Industrial & Commercial Bank of China Ltd., Class H | | 187,000 | | | | 104,136 | |
JNBY Design Ltd. | | | 66,000 | | | | 156,823 | |
Longfor Group Holdings Ltd. | | | 42,000 | | | | 181,747 | |
Luxi Chemical Group Co., Ltd., Class A | | | 85,100 | | | | 304,597 | |
Ping An Insurance Group Co. of China Ltd., Class H | | 38,458 | | | | 297,783 | |
Tencent Holdings Ltd. | | | 5,300 | | | | 327,343 | |
Tongcheng-Elong Holdings Ltd.* | | | 60,400 | | | | 140,803 | |
Zhongsheng Group Holdings Ltd. | | | 92,500 | | | | 773,392 | |
| | | | | | | 4,778,536 | |
France—1.3% | | | | | | | | |
TotalEnergies SE | | | 6,795 | | | | 300,560 | |
Greece—0.6% | | | | | | | | |
JUMBO SA | | | 9,159 | | | | 143,858 | |
Hong Kong—3.8% | | | | | | | | |
Haitian International Holdings Ltd. | | | 54,000 | | | | 206,906 | |
Swire Properties Ltd. | | | 74,000 | | | | 200,001 | |
WH Group Ltd. | | | 574,000 | | | | 497,868 | |
| | | | | | | 904,775 | |
Hungary—1.3% | | | | | | | | |
OTP Bank PLC* | | | 4,999 | | | | 301,898 | |
India—4.8% | | | | | | | | |
Bharti Airtel Ltd. | | | 21,408 | | | | 194,258 | |
Hindustan Petroleum Corp. Ltd. | | | 119,538 | | | | 435,742 | |
UPL Ltd. | | | 50,367 | | | | 509,871 | |
| | | | | | | 1,139,871 | |
Indonesia—0.8% | | | | | | | | |
Bank Pembangunan Daerah Jawa Timur Tbk PT | | | 2,343,600 | | | | 117,430 | |
Wismilak Inti Makmur Tbk PT | | | 2,048,000 | | | | 68,103 | |
| | | | | | | 185,533 | |
Malaysia—1.9% | | | | | | | | |
Bumi Armada Bhd* | | | 1,591,300 | | | $ | 171,822 | |
Lotte Chemical Titan Holding Bhd | | | 247,800 | | | | 152,675 | |
Uchi Technologies Bhd | | | 166,300 | | | | 126,034 | |
| | | | | | | 450,531 | |
Mexico—2.3% | | | | | | | | |
Concentradora Fibra Danhos SA de CV | | | 147,900 | | | | 183,954 | |
Grupo Comercial Chedraui SA de CV | | | 74,300 | | | | 116,200 | |
Macquarie Mexico Real Estate | | | | | | | | |
Management SA de CV | | | 197,200 | | | | 254,797 | |
| | | | | | | 554,951 | |
Russia—3.3% | | | | | | | | |
Fix Price Group Ltd. - GDR | | | 35,880 | | | | 334,940 | |
Sberbank of Russia PJSC - SP ADR | | | 25,668 | | | | 458,687 | |
| | | | | | | 793,627 | |
Singapore—2.7% | | | | | | | | |
DBS Group Holdings Ltd. | | | 12,856 | | | | 285,057 | |
Golden Agri-Resources Ltd. | | | 1,199,500 | | | | 204,665 | |
United Overseas Bank Ltd. | | | 7,700 | | | | 145,771 | |
| | | | | | | 635,493 | |
South Africa—3.3% | | | | | | | | |
Distell Group Holdings Ltd.* | | | 10,167 | | | | 125,633 | |
Naspers Ltd., Class N - SP ADR | | | 8,249 | | | | 285,003 | |
Naspers Ltd., Class N | | | 102 | | | | 17,599 | |
Pick n Pay Stores Ltd. | | | 46,809 | | | | 188,259 | |
SPAR Group Ltd., (The) | | | 12,350 | | | | 176,524 | |
| | | | | | | 793,018 | |
South Korea—10.7% | | | | | | | | |
GS Retail Co., Ltd. | | | 3,890 | | | | 114,865 | |
Hana Financial Group, Inc. | | | 10,666 | | | | 413,030 | |
Hankook Tire & Technology Co., Ltd. | | | 4,128 | | | | 165,613 | |
Innocean Worldwide, Inc. | | | 3,031 | | | | 152,821 | |
KakaoBank Corp.* | | | 636 | | | | 46,022 | |
KB Financial Group, Inc. | | | 5,176 | | | | 235,457 | |
Krafton, Inc.* | | | 66 | | | | 27,978 | |
LG Electronics, Inc. | | | 1,839 | | | | 224,600 | |
Osstem Implant Co., Ltd. | | | 1,627 | | | | 224,445 | |
Samsung Electronics Co., Ltd. | | | 2,674 | | | | 176,533 | |
SK Hynix, Inc. | | | 8,239 | | | | 754,366 | |
| | | | | | | 2,535,730 | |
Taiwan—19.9% | | | | | | | | |
Fusheng Precision Co., Ltd. | | | 23,000 | | | | 150,402 | |
Ginko International Co., Ltd. | | | 29,000 | | | | 219,010 | |
Global Mixed Mode Technology, Inc. | | | 31,000 | | | | 291,785 | |
Lotes Co., Ltd. | | | 6,000 | | | | 116,635 | |
Nanya Technology Corp. | | | 415,000 | | | | 989,601 | |
O-TA Precision Industry Co., Ltd. | | | 20,000 | | | | 114,497 | |
Pegavision Corp. | | | 8,000 | | | | 172,435 | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | | 20,000 | | | | 438,705 | |
Taiwan Semiconductor Manufacturing Co., Ltd. - SP ADR | | | 7,018 | | | | 835,212 | |
Tripod Technology Corp. | | | 81,000 | | | | 334,220 | |
Wiwynn Corp. | | | 30,000 | | | | 1,047,319 | |
| | | | | | | 4,709,821 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 77
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—0.9% | | | | | | | | |
Micron Technology, Inc. | | | 2,858 | | | $ | 210,635 | |
Uruguay—0.3% | | | | | | | | |
Dlocal Ltd.* | | | 1,179 | | | | 75,456 | |
TOTAL COMMON STOCKS (Cost $17,806,577) | | | | | | | 19,729,823 | |
PREFERRED STOCKS—4.8% | | | | | | | | |
Brazil—1.7% | | | | | | | | |
Randon SA Implementos e Participacoes 5.548%* | | | 183,700 | | | | 408,199 | |
Chile—0.7% | | | | | | | | |
Embotelladora Andina SA 6.317% | | | 69,876 | | | | 166,056 | |
South Korea—2.4% | | | | | | | | |
Samsung Electronics Co., Ltd. 4.274% | | | 9,258 | | | | 564,428 | |
TOTAL PREFERRED STOCKS (Cost $1,037,910) | | | | | | | 1,138,683 | |
RIGHTS—0.0% | | | | | | | | |
Taiwan—0.0% | | | | | | | | |
Lotes Co., Ltd. * | | | 116 | | | | 0 | |
TOTAL RIGHTS (Cost $198) | | | | | | | 0 | |
| | NUMBER OF SHARES | | | VALUE | |
SHORT-TERM INVESTMENTS—10.3% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(a) | | 2,453,785 | | | $ | 2,453,785 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $2,453,785) | | | | | | | 2,453,785 | |
TOTAL INVESTMENTS—98.3% (Cost $21,298,470) | | | | | | | 23,322,291 | |
OTHER ASSETS IN EXCESS OF LIABILITIES—1.7% | | | | | | | 406,676 | |
NET ASSETS—100.0% | | | | | | $ | 23,728,967 | |
ADR | — | American Depositary Receipt |
GDR | — | Global Depositary Receipt |
PLC | — | Public Limited Company |
SP ADR | — | Sponsored American Depositary Receipt |
* | — | Non-income producing. |
(a) | — | The rate shown is as of August 31, 2021. |
The accompanying notes are an integral part of the financial statements.
78 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS EMERGING MARKETS FUND | Portfolio Of Investments (continued) |
Contracts For Difference held by the Fund at August 31, 2021, are as follows:
REFERENCE COMPANY | | COUNTERPARTY | | EXPIRATION DATE | | FINANCING RATE | | PAYMENT FREQUENCY | | NUMBER OF CONTRACTS LONG/ (SHORT) | | NOTIONAL AMOUNT | | UNREALIZED APPRECIATION (DEPRECIATION) |
Long | | | | | | | | | | | | | | | | | | | | | | | |
China | | | | | | | | | | | | | | | | | | | | | | | |
Anhui Heli Co., Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 0.09 | % | | Monthly | | | 185,000 | | | $ | 293,965 | | | | $ | (21,525 | ) |
Anhui Liuguo Chemical Co., Ltd., Class A | | Goldman Sachs | | 09/16/2025 | | | 0.09 | | | Monthly | | | 161,800 | | | | 184,501 | | | | | 39,672 | |
Netdragon Websoft Holdings Ltd. | | Goldman Sachs | | 09/18/2025 | | | 0.07 | | | Monthly | | | 21,500 | | | | 48,101 | | | | | 6,460 | |
Yunnan Yuntianhua Co., Class A | | Goldman Sachs | | 09/16/2025 | | | 0.09 | | | Monthly | | | 63,900 | | | | 244,400 | | | | | 71,526 | |
| | | | | | | | | | | | | | | | | 770,967 | | | | | 96,133 | |
Portugal | | | | | | | | | | | | | | | | | | | | | | | |
Jeronimo Martins SGPS SA | | Goldman Sachs | | 09/18/2025 | | | -0.57 | | | Monthly | | | 4,135 | | | | 87,639 | | | | | 151 | |
Russia | | | | | | | | | | | | | | | | | | | | | | | |
Detsky Mir PJSC | | Goldman Sachs | | 09/18/2025 | | | 0.09 | | | Monthly | | | 96,210 | | | | 182,242 | | | | | 1,281 | |
South Korea | | | | | | | | | | | | | | | | | | | | | | | |
POSCO | | Goldman Sachs | | 09/18/2025 | | | 0.09 | | | Monthly | | | 770 | | | | 223,804 | | | | | 8,046 | |
Taiwan | | | | | | | | | | | | | | | | | | | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | Goldman Sachs | | 09/18/2025 | | | 0.09 | | | Monthly | | | 9,000 | | | | 199,397 | | | | | 11,942 | |
Total Long | | | | | | | | | | | | | | | | | 1,464,049 | | | | | 117,553 | |
Net unrealized gain/(loss) on Contracts For Difference | | | | | | | | | | | | | | | | $ | 117,553 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 79
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
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, 2021 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Austria | | $ | 231,515 | | | $ | — | | | $ | 231,515 | | | $ | — | |
Brazil | | | 895,373 | | | | 895,373 | | | | — | | | | — | |
Chile | | | 88,642 | | | | 88,642 | | | | — | | | | — | |
China | | | 4,778,536 | | | | 897,431 | | | | 3,881,105 | | | | — | |
France | | | 300,560 | | | | — | | | | 300,560 | | | | — | |
Greece | | | 143,858 | | | | — | | | | 143,858 | | | | — | |
Hong Kong | | | 904,775 | | | | 206,906 | | | | 697,869 | | | | — | |
Hungary | | | 301,898 | | | | — | | | | 301,898 | | | | — | |
India | | | 1,139,871 | | | | — | | | | 1,139,871 | | | | — | |
Indonesia | | | 185,533 | | | | — | | | | 185,533 | | | | — | |
Malaysia | | | 450,531 | | | | — | | | | 450,531 | | | | — | |
Mexico | | | 554,951 | | | | 554,951 | | | | — | | | | — | |
Russia | | | 793,627 | | | | 793,627 | | | | — | | | | — | |
Singapore | | | 635,493 | | | | — | | | | 635,493 | | | | — | |
South Africa | | | 793,018 | | | | 587,160 | | | | 205,858 | | | | — | |
South Korea | | | 2,535,730 | | | | 74,000 | | | | 2,461,730 | | | | — | |
Taiwan | | | 4,709,821 | | | | 835,212 | | | | 3,874,609 | | | | — | |
United States | | | 210,635 | | | | 210,635 | | | | — | | | | — | |
Uruguay | | | 75,456 | | | | 75,456 | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | |
Brazil | | | 408,199 | | | | 408,199 | | | | — | | | | — | |
Chile | | | 166,056 | | | | 166,056 | | | | — | | | | — | |
South Korea | | | 564,428 | | | | — | | | | 564,428 | | | | — | |
Rights | | | — | | | | — | | | | — | * | | | — | |
Short-Term Investments | | | 2,453,785 | | | | 2,453,785 | | | | — | | | | — | |
Contracts For Difference Equity Contracts | | | 139,078 | | | | 139,078 | | | | — | | | | — | |
Total Assets | | $ | 23,461,369 | | | $ | 8,386,511 | | | $ | 15,074,858 | | | $ | — | |
| | | | | | | | | | | | | | | | |
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Contracts For Difference Equity Contracts | | $ | (21,525 | ) | | $ | (21,525 | ) | | $ | — | | | $ | — | |
Total Liabilities | | $ | (21,525 | ) | | $ | (21,525 | ) | | $ | — | | | $ | — | |
* | Value equals zero as of the end of the reporting period. |
The accompanying notes are an integral part of the financial statements.
80 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND | Portfolio Of Investments |
| | NUMBER OF SHARES | | | VALUE | |
COMMON STOCKS—81.4% | | | | | | | | |
Bermuda—1.3% | | | | | | | | |
Everest Re Group Ltd. | | | 2,073 | | | $ | 549,138 | |
Canada—0.8% | | | | | | | | |
Cenovus Energy, Inc. | | | 40,496 | | | | 336,062 | |
China—0.4% | | | | | | | | |
Angang Steel Co., Ltd., Class H | | | 230,000 | | | | 175,718 | |
Finland-—1.5% | | | | | | | | |
Metso Outotec Oyj | | | 25,661 | | | | 274,405 | |
Nordea Bank Abp | | | 29,646 | | | | 348,194 | |
| | | | | | | 622,599 | |
France—8.7% | | | | | | | | |
Airbus Group SE* | | | 3,283 | | | | 449,101 | |
Capgemini SA | | | 2,815 | | | | 632,776 | |
Cie de Saint-Gobain | | | 8,079 | | | | 585,670 | |
Cie Generale des Etablissements Michelin SCA | | | 1,156 | | | | 187,151 | |
Eiffage SA | | | 4,067 | | | | 423,166 | |
Imerys SA | | | 5,253 | | | | 243,580 | |
Klepierre SA* | | | 9,305 | | | | 228,122 | |
Sanofi | | | 5,735 | | | | 594,367 | |
TotalEnergies SE | | | 7,651 | | | | 338,424 | |
| | | | | | | 3,682,357 | |
Germany—4.9% | | | | | | | | |
Brenntag SE | | | 1,989 | | | | 200,727 | |
Deutsche Post AG | | | 6,400 | | | | 449,978 | |
Deutsche Telekom AG | | | 9,320 | | | | 198,173 | |
HeidelbergCement AG | | | 4,177 | | | | 362,256 | |
Rheinmetall AG | | | 4,287 | | | | 419,234 | |
Siemens AG | | | 2,664 | | | | 441,944 | |
| | | | | | | 2,072,312 | |
Hong Kong—0.4% | | | | | | | | |
Topsports International Holdings Ltd. | | | 132,000 | | | | 174,045 | |
Ireland—1.2% | | | | | | | | |
CRH PLC | | | 7,183 | | | | 382,153 | |
Flutter Entertainment PLC* | | | 722 | | | | 140,183 | |
| | | | | | | 522,336 | |
Japan—7.4% | | | | | | | | |
Asahi Group Holdings Ltd. | | | 7,900 | | | | 367,229 | |
Fuji Corp. | | | 9,700 | | | | 251,104 | |
Fuji Electric Co., Ltd. | | | 4,700 | | | | 203,328 | |
Hitachi Ltd. | | | 6,400 | | | | 353,706 | |
Honda Motor Co., Ltd. | | | 16,300 | | | | 493,346 | |
Komatsu Ltd. | | | 9,300 | | | | 226,201 | |
Mitsubishi Gas Chemical Co., Inc. | | | 6,900 | | | | 130,014 | |
Sony Group Corp. | | | 5,200 | | | | 537,656 | |
Sumitomo Mitsui Financial Group, Inc. | | | 5,500 | | | | 189,836 | |
Yamaha Motor Co., Ltd. | | | 13,900 | | | | 353,640 | |
| | | | | | | 3,106,060 | |
Netherlands—3.9% | | | | | | | | |
Aalberts NV | | | 3,313 | | | | 206,884 | |
ING Groep NV | | | 31,256 | | | | 431,157 | |
NXP Semiconductors NV | | | 957 | | | | 205,879 | |
Signify NV | | | 3,186 | | | | 178,488 | |
Stellantis NV | | | 29,759 | | | | 596,539 | |
| | | | | | | 1,618,947 | |
Norway—0.4% | | | | | | | | |
Norsk Hydro ASA | | | 25,637 | | | | 176,978 | |
| | NUMBER OF SHARES | | | VALUE | |
Singapore—1.1% | | | | | | | | |
DBS Group Holdings Ltd. | | | 7,767 | | | $ | 172,218 | |
United Overseas Bank Ltd. | | | 15,500 | | | | 293,435 | |
| | | | | | | 465,653 | |
South Korea—2.6% | | | | | | | | |
KB Financial Group, Inc. | | | 9,525 | | | | 433,293 | |
POSCO | | | 610 | | | | 175,577 | |
Samsung Electronics Co., Ltd. | | | 3,026 | | | | 199,771 | |
SK Telecom Co., Ltd. | | | 1,138 | | | | 292,590 | |
| | | | | | | 1,101,231 | |
Sweden—2.5% | | | | | | | | |
Loomis AB | | | 9,265 | | | | 287,523 | |
Svenska Handelsbanken AB, Class A | | | 30,222 | | | | 339,596 | |
Volvo AB, Class B | | | 18,032 | | | | 408,295 | |
| | | | | | | 1,035,414 | |
Switzerland—3.7% | | | | | | | | |
Adecco Group AG | | | 2,528 | | | | 140,626 | |
Glencore PLC | | | 111,505 | | | | 502,637 | |
Novartis AG | | | 5,429 | | | | 502,133 | |
STMicroelectronics NV | | | 9,683 | | | | 431,345 | |
| | | | | | | 1,576,741 | |
United Kingdom—4.9% | | | | | | | | |
Entain PLC* | | | 10,600 | | | | 281,705 | |
IMI PLC | | | 10,718 | | | | 268,771 | |
Inchcape PLC | | | 20,016 | | | | 253,038 | |
Liberty Global PLC, Class A* | | | 8,085 | | | | 232,363 | |
Melrose Industries PLC* | | | 95,206 | | | | 219,838 | |
Persimmon PLC | | | 5,432 | | | | 219,842 | |
Pets at Home Group PLC | | | 1,568 | | | | 10,797 | |
Travis Perkins PLC* | | | 16,649 | | | | 412,476 | |
WH Smith PLC* | | | 7,328 | | | | 164,706 | |
| | | | | | | 2,063,536 | |
United States—35.7% | | | | | | | | |
AbbVie, Inc. | | | 2,891 | | | | 349,175 | |
Allstate Corp., (The) | | | 1,900 | | | | 257,032 | |
Anthem, Inc. | | | 921 | | | | 345,495 | |
Applied Materials, Inc. | | | 1,718 | | | | 232,153 | |
AutoZone, Inc.* | | | 231 | | | | 357,854 | |
Bank of America Corp. | | | 5,783 | | | | 241,440 | |
Carter’s, Inc. | | | 4,275 | | | | 437,675 | |
Charles Schwab Corp., (The) | | | 3,185 | | | | 232,027 | |
Charter Communications, Inc., Class A* | | | 625 | | | | 510,413 | |
Cigna Corp. | | | 2,146 | | | | 454,201 | |
Cisco Systems, Inc. | | | 9,185 | | | | 542,099 | |
Citigroup, Inc. | | | 2,546 | | | | 183,083 | |
Concentrix Corp.* | | | 2,649 | | | | 459,310 | |
CVS Health Corp. | | | 6,185 | | | | 534,322 | |
Diamondback Energy, Inc. | | | 4,716 | | | | 363,792 | |
DuPont de Nemours, Inc. | | | 7,912 | | | | 585,646 | |
Eagle Materials, Inc. | | | 1,215 | | | | 190,561 | |
Eaton Corp., PLC | | | 1,718 | | | | 289,242 | |
Fifth Third Bancorp | | | 9,093 | | | | 353,354 | |
FMC Corp. | | | 1,632 | | | | 152,804 | |
Goldman Sachs Group, Inc., (The) | | | 1,434 | | | | 592,973 | |
HollyFrontier Corp. | | | 7,687 | | | | 248,521 | |
Huntington Bancshares, Inc. | | | 17,526 | | | | 272,179 | |
JPMorgan Chase & Co. | | | 2,505 | | | | 400,675 | |
KeyCorp | | | 21,237 | | | | 431,536 | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 81
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
BOSTON PARTNERS GLOBAL EQUITY ADVANTAGE FUND | Portfolio Of Investments (continued) |
| | NUMBER OF SHARES | | | VALUE | |
United States—(continued) | | | | | | | | |
LKQ Corp.* | | | 9,267 | | | $ | 488,278 | |
Marathon Petroleum Corp. | | | 5,367 | | | | 318,102 | |
McKesson Corp. | | | 2,184 | | | | 445,842 | |
Medtronic PLC | | | 1,139 | | | | 152,034 | |
Merck & Co., Inc. | | | 3,243 | | | | 247,408 | |
Micron Technology, Inc. | | | 4,951 | | | | 364,889 | |
Mohawk Industries, Inc.* | | | 853 | | | | 168,689 | |
Nexstar Media Group, Inc., Class A | | | 2,406 | | | | 360,299 | |
Oracle Corp. | | | 2,144 | | | | 191,095 | |
Oshkosh Corp. | | | 2,258 | | | | 258,722 | |
Owens Corning | | | 4,533 | | | | 433,128 | |
Pioneer Natural Resources Co. | | | 1,447 | | | | 216,572 | |
QUALCOMM, Inc. | | | 1,381 | | | | 202,579 | |
Schlumberger Ltd. | | | 4,471 | | | | 125,367 | |
Science Applications International Corp. | | | 2,915 | | | | 245,530 | |
Sensata Technologies Holding PLC* | | | 5,701 | | | | 337,385 | |
Synchrony Financial | | | 8,877 | | | | 441,631 | |
TE Connectivity Ltd. | | | 1,860 | | | | 279,409 | |
Textron, Inc. | | | 3,790 | | | | 275,419 | |
US Foods Holding Corp.* | | | 5,013 | | | | 170,442 | |
Valvoline, Inc. | | | 10,407 | | | | 313,875 | |
| | | | | | | 15,054,257 | |
TOTAL COMMON STOCKS (Cost $25,537,701) | | | | | | | 34,333,384 | |
PREFERRED STOCKS—0.9% | | | | | | | | |
Germany—0.6% | | | | | | | | |
Volkswagen AG 2.413% | | | 1,091 | | | | 259,499 | |
South Korea—0.3% | | | | | | | | |
Samsung Electronics Co., Ltd. 4.274% | | | 2,324 | | | | 141,686 | |
TOTAL PREFERRED STOCKS (Cost $341,060) | | | | | | | 401,185 | |
| | NUMBER OF SHARES | | | VALUE | |
INVESTMENT COMPANY—17.0% | | | | | | | | |
United States—17.0% | | | | | | | | |
Campbell Advantage Fund | | | 1,214,956 | | | $ | 7,168,241 | |
TOTAL INVESTMENT COMPANY (Cost $7,599,686) | | | | | | | 7,168,241 | |
SHORT-TERM INVESTMENTS—0.5% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(a) | | 204,175 | | | | 204,175 | |
TOTAL SHORT-TERM INVESTMENTS (Cost $204,175) | | | | | | | 204,175 | |
TOTAL INVESTMENTS—99.8% (Cost $33,682,622) | | | | | | | 42,106,985 | |
OTHER ASSETS IN EXCESS OF LIABILITIES—0.2% | | | | | | | 92,481 | |
NET ASSETS—100.0% | | | | | | $ | 42,199,466 | |
PLC | — | Public Limited Company |
* | — | Non-income producing. |
(a) | — | The rate shown is as of August 31, 2021. |
The accompanying notes are an integral part of the financial statements.
82 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
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, 2021 is as follows (see Notes to Portfolio of Investments):
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Common Stock | | | | | | | | | | | | | | | | |
Bermuda | | $ | 549,138 | | | $ | 549,138 | | | $ | — | | | $ | — | |
Canada | | | 336,062 | | | | 336,062 | | | | — | | | | — | |
China | | | 175,718 | | | | — | | | | 175,718 | | | | — | |
Finland | | | 622,599 | | | | — | | | | 622,599 | | | | — | |
France | | | 3,682,357 | | | | — | | | | 3,682,357 | | | | — | |
Germany | | | 2,072,312 | | | | — | | | | 2,072,312 | | | | — | |
Hong Kong | | | 174,045 | | | | — | | | | 174,045 | | | | — | |
Ireland | | | 522,336 | | | | — | | | | 522,336 | | | | — | |
Japan | | | 3,106,060 | | | | — | | | | 3,106,060 | | | | — | |
Netherlands | | | 1,618,947 | | | | 205,879 | | | | 1,413,068 | | | | — | |
Norway | | | 176,978 | | | | — | | | | 176,978 | | | | — | |
Singapore | | | 465,653 | | | | — | | | | 465,653 | | | | — | |
South Korea | | | 1,101,231 | | | | — | | | | 1,101,231 | | | | — | |
Sweden | | | 1,035,414 | | | | 287,523 | | | | 747,891 | | | | — | |
Switzerland | | | 1,576,741 | | | | — | | | | 1,576,741 | | | | — | |
United Kingdom | | | 2,063,536 | | | | 485,401 | | | | 1,578,135 | | | | — | |
United States | | | 15,054,257 | | | | 15,054,257 | | | | — | | | | — | |
Preferred Stock | | | | | | | | | | | | | | | | |
Germany | | | 259,499 | | | | — | | | | 259,499 | | | | — | |
South Korea | | | 141,686 | | | | — | | | | 141,686 | | | | — | |
Investment Company | | | | | | | | | | | | | | | | |
United States | | | 7,168,241 | | | | 7,168,241 | | | | — | | | | — | |
Short-Term Investments | | | 204,175 | | | | 204,175 | | | | — | | | | — | |
Total Assets | | $ | 42,106,985 | | | $ | 24,290,676 | | | $ | 17,816,309 | | | $ | — | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 83
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
STATEMENTS OF ASSETS AND LIABILITIES | |
| | 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 | |
ASSETS | | | | | | | | | | | | | | | | |
Investments in securities, at value †^ | | $ | 854,854,333 | | | $ | 61,180,736 | | | $ | 801,275,041 | | | $ | 1,913,939,051 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | 138,807,820 | | | | 7,088,767 | | | | — | | | | 121,525,521 | |
Short-term investments, at value ** | | | 25,267,439 | | | | 530,224 | | | | 3,629,974 | | | | 15,670,704 | |
Cash | | | — | | | | — | | | | — | | | | — | |
Foreign currency, at value# | | | — | | | | — | | | | — | | | | — | |
Receivables | | | | | | | | | | | | | | | | |
Investments sold | | | — | | | | 371,054 | | | | 15,171,877 | | | | — | |
Foreign currency deposits with brokers for securities sold short # | | | — | | | | 3,137,226 | | | | 67,264,463 | | | | — | |
Deposits with brokers for contracts for difference | | | — | | | | — | | | | 406,933 | | | | — | |
Deposits with brokers for securities sold short | | | — | | | | 5,498,703 | | | | 106,794,457 | | | | — | |
Capital shares sold | | | 1,020,410 | | | | 26,928 | | | | 129,809 | | | | 1,988,634 | |
Dividends and interest | | | 618,091 | | | | 137,548 | | | | 1,413,139 | | | | 3,209,717 | |
Due from prime broker | | | — | | | | — | | | | — | | | | — | |
Due from adviser | | | — | | | | — | | | | — | | | | — | |
Unrealized appreciation on contracts for difference ◊ | | | — | | | | 141,143 | | | | 3,960,520 | | | | — | |
Prepaid expenses and other assets | | | 28,634 | | | | 15,424 | | | | 57,383 | | | | 76,874 | |
Total assets | | | 1,020,596,727 | | | | 78,127,753 | | | | 1,000,103,596 | | | | 2,056,410,501 | |
LIABILITIES | | | | | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | — | | | | 8,988,661 | | | | 151,600,354 | | | | — | |
Options written, at value +◊ | | | — | | | | 102,230 | | | | — | | | | — | |
Payables | | | | | | | | | | | | | | | | |
Securities lending collateral (Note 8) | | | 138,807,820 | | | | 7,088,767 | | | | — | | | | 121,525,521 | |
Investments purchased | | | — | | | | — | | | | 25,474,304 | | | | — | |
Capital shares redeemed | | | 259,047 | | | | 4,019 | | | | 1,526,531 | | | | 481,303 | |
Due to prime broker | | | — | | | | — | | | | — | | | | — | |
Investment advisory fees | | | 639,054 | | | | 86,537 | | | | 812,237 | | | | 1,172,431 | |
Custodian fees | | | 5,453 | | | | 9,354 | | | | 19,574 | | | | 7,388 | |
Distribution and service fees | | | 92,163 | | | | 3,396 | | | | 2,079 | | | | 76,422 | |
Dividends on securities sold short | | | — | | | | 533 | | | | 237,819 | | | | — | |
Administration and accounting fees | | | 25,119 | | | | 10,336 | | | | 97,912 | | | | 51,451 | |
Transfer agent fees | | | 6,071 | | | | 7,209 | | | | 51,689 | | | | 14,697 | |
Unrealized depreciation on contracts for difference ◊ | | | — | | | | 635,414 | | | | 1,177,894 | | | | — | |
Other accrued expenses and liabilities | | | 38,025 | | | | 68,572 | | | | 318,005 | | | | 76,931 | |
Total liabilities | | | 139,872,752 | | | | 17,005,028 | | | | 181,318,398 | | | | 123,406,144 | |
Net Assets | | $ | 880,723,975 | | | $ | 61,122,725 | | | $ | 818,785,198 | | | $ | 1,933,004,357 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 27,394 | | | $ | 4,433 | | | $ | 48,687 | | | $ | 57,293 | |
Paid-in Capital | | | 538,882,085 | | | | 30,106,651 | | | | 460,654,858 | | | | 1,153,969,535 | |
Total Distributable earnings/(loss) | | | 341,814,496 | | | | 31,011,641 | | | | 358,081,653 | | | | 778,977,529 | |
Net Assets | | $ | 880,723,975 | | | $ | 61,122,725 | | | $ | 818,785,198 | | | $ | 1,933,004,357 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 776,441,526 | | | $ | 49,551,345 | | | $ | 808,565,104 | | | $ | 1,653,698,176 | |
Shares outstanding | | | 24,009,371 | | | | 3,486,032 | | | | 48,063,691 | | | | 48,969,461 | |
Net asset value, offering and redemption price per share | | $ | 32.34 | | | $ | 14.21 | | | $ | 16.82 | | | $ | 33.77 | |
INVESTOR CLASS | | | | | | | | | | | | | | | | |
Net assets | | $ | 104,282,449 | | | $ | 11,571,380 | | | $ | 10,220,094 | | | $ | 279,306,181 | |
Shares outstanding | | | 3,385,099 | | | | 946,656 | | | | 623,399 | | | | 8,323,606 | |
Net asset value, offering and redemption price per share | | $ | 30.81 | | | $ | 12.22 | | | $ | 16.39 | | | $ | 33.56 | |
| † | Investments in securities, at cost | | $ | 562,840,781 | | | $ | 35,249,095 | | | $ | 512,463,705 | | | $ | 1,208,954,386 | |
| ^ | Includes market value of securities on loan | | $ | 135,611,398 | | | $ | 6,923,720 | | | $ | — | | | $ | 118,695,192 | |
| * | Investments purchased with proceeds from securities lending collateral, at cost | | $ | 138,807,820 | | | $ | 7,088,767 | | | $ | — | | | $ | 121,525,521 | |
| ** | Short-term investments, at cost | | $ | 25,267,439 | | | $ | 530,224 | | | $ | 3,629,974 | | | $ | 15,670,704 | |
| # | Foreign currency, at cost | | $ | — | | | $ | 2,986,201 | | | $ | 67,922,922 | | | $ | — | |
| ‡ | Proceeds received, securities sold short | | $ | — | | | $ | 14,187,837 | | | $ | 172,464,854 | | | $ | — | |
| + | Premiums received, options written | | $ | — | | | $ | 246,066 | | | $ | — | | | $ | — | |
| ◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
84 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
STATEMENTS OF ASSETS AND LIABILITIES (continued) | |
| | WPG Partners Small/Micro Cap Value Fund | | | Boston Partners Global Equity Fund | | | Boston Partners Global Long/Short Fund | |
ASSETS | | | | | | | | | | | | |
Investments in securities, at value †^ | | $ | 27,273,778 | | | $ | 179,883,081 | | | $ | 102,392,020 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | 7,534,351 | | | | 6,303,542 | | | | — | |
Short-term investments, at value ** | | | 349,083 | | | | 2,579,174 | | | | 5,569,793 | |
Cash | | | — | | | | — | | | | 201,351 | |
Foreign currency, at value# | | | 1,241 | | | | — | | | | — | |
Receivables | | | | | | | | | | | | |
Investments sold | | | 27,832 | | | | — | | | | 308,305 | |
Foreign currency deposits with brokers for securities sold short # | | | — | | | | — | | | | 54,616 | |
Deposits with brokers for contracts for difference | | | — | | | | — | | | | 110,000 | |
Deposits with brokers for securities sold short | | | — | | | | — | | | | 40,299,670 | |
Capital shares sold | | | — | | | | 359,545 | | | | 13,231 | |
Dividends and interest | | | 26,424 | | | | 856,040 | | | | 651,491 | |
Due from prime broker | | | — | | | | — | | | | — | |
Due from adviser | | | — | | | | — | | | | — | |
Unrealized appreciation on contracts for difference ◊ | | | — | | | | — | | | | 72,038 | |
Prepaid expenses and other assets | | | 11,444 | | | | 9,593 | | | | 20,191 | |
Total assets | | | 35,224,153 | | | | 189,990,975 | | | | 149,692,706 | |
LIABILITIES | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | — | | | | — | | | | 39,757,127 | |
Options written, at value +◊ | | | — | | | | — | | | | 690,564 | |
Payables | | | | | | | | | | | | |
Securities lending collateral (Note 8) | | | 7,534,351 | | | | 6,303,542 | | | | — | |
Investments purchased | | | 28,029 | | | | — | | | | 812,600 | |
Capital shares redeemed | | | 6,850 | | | | — | | | | 325,981 | |
Due to prime broker | | | — | | | | — | | | | — | |
Investment advisory fees | | | 14,479 | | | | 157,719 | | | | 95,529 | |
Custodian fees | | | 2,287 | | | | 11,284 | | | | 17,662 | |
Distribution and service fees | | | — | | | | — | | | | 788 | |
Dividends on securities sold short | | | — | | | | — | | | | 37,159 | |
Administration and accounting fees | | | 4,001 | | | | 10,005 | | | | 35,915 | |
Transfer agent fees | | | 1,577 | | | | 2,835 | | | | 13,825 | |
Unrealized depreciation on contracts for difference ◊ | | | — | | | | — | | | | 161,636 | |
Other accrued expenses and liabilities | | | 30,430 | | | | 72,202 | | | | 92,861 | |
Total liabilities | | | 7,622,004 | | | | 6,557,587 | | | | 42,041,647 | |
Net Assets | | $ | 27,602,149 | | | $ | 183,433,388 | | | $ | 107,651,059 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 1,428 | | | $ | 8,843 | | | $ | 8,845 | |
Paid-in Capital | | | 20,884,577 | | | | 169,094,154 | | | | 118,423,870 | |
Total Distributable earnings/(loss) | | | 6,716,144 | | | | 14,330,391 | | | | (10,781,656 | ) |
Net Assets | | $ | 27,602,149 | | | $ | 183,433,388 | | | $ | 107,651,059 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | |
Net assets | | $ | 27,602,149 | | | $ | 183,433,388 | | | $ | 102,691,330 | |
Shares outstanding | | | 1,427,575 | | | | 8,842,715 | | | | 8,432,295 | |
Net asset value, offering and redemption price per share | | $ | 19.33 | | | $ | 20.74 | | | $ | 12.18 | |
INVESTOR CLASS | | | | | | | | | | | | |
Net assets | | $ | — | | | $ | — | | | $ | 4,959,729 | |
Shares outstanding | | | — | | | | — | | | | 412,839 | |
Net asset value, offering and redemption price per share | | $ | — | | | $ | — | | | $ | 12.01 | |
| † | Investments in securities, at cost | | $ | 20,661,667 | | | $ | 132,940,507 | | | $ | 82,052,394 | |
| ^ | Includes market value of securities on loan | | $ | 7,372,273 | | | $ | 6,200,112 | | | $ | — | |
| * | Investments purchased with proceeds from securities lending collateral, at cost | | $ | 7,534,351 | | | $ | 6,303,542 | | | $ | — | |
| ** | Short-term investments, at cost | | $ | 349,083 | | | $ | 2,579,174 | | | $ | 5,569,793 | |
| # | Foreign currency, at cost | | $ | 1,242 | | | $ | — | | | $ | 52,820 | |
| ‡ | Proceeds received, securities sold short | | $ | — | | | $ | — | | | $ | 37,585,400 | |
| + | Premiums received, options written | | $ | — | | | $ | — | | | $ | 593,855 | |
| ◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 85
BOSTON PARTNERS INVESTMENT FUNDS | August 31, 2021 |
STATEMENTS OF ASSETS AND LIABILITIES (concluded) | |
| | Boston Partners Emerging Markets Dynamic Equity Fund | | Boston Partners Emerging Markets Fund | | | Boston Partners Global Equity Advantage Fund | |
ASSETS | | | | | | | | | | | | | | | |
Investments in securities, at value †^ | | | $ | 37,077,457 | | | | $ | 20,868,506 | | | | $ | 41,902,810 | |
Investments purchased with proceeds from securities lending collateral, at value * | | | | — | | | | | — | | | | | — | |
Short-term investments, at value ** | | | | 14,998,445 | | | | | 2,453,785 | | | | | 204,175 | |
Cash | | | | 6,334 | | | | | — | | | | | — | |
Foreign currency, at value# | | | | — | | | | | 232,165 | | | | | 33,468 | |
Receivables | | | | | | | | | | | | | | | |
Investments sold | | | | 60,576 | | | | | 34,332 | | | | | — | |
Foreign currency deposits with brokers for securities sold short # | | | | 296,745 | | | | | — | | | | | — | |
Deposits with brokers for contracts for difference | | | | 9,129,145 | | | | | — | | | | | — | |
Deposits with brokers for securities sold short | | | | 768,980 | | | | | — | | | | | — | |
Capital shares sold | | | | 16,331 | | | | | — | | | | | 3 | |
Dividends and interest | | | | 145,026 | | | | | 63,899 | | | | | 91,982 | |
Due from prime broker | | | | — | | | | | — | | | | | — | |
Due from adviser | | | | — | | | | | — | | | | | 30,430 | |
Unrealized appreciation on contracts for difference ◊ | | | | 1,267,355 | | | | | 139,078 | | | | | — | |
Prepaid expenses and other assets | | | | 92,376 | | | | | 17,571 | | | | | 10,791 | |
Total assets | | | | 63,858,770 | | | | | 23,809,336 | | | | | 42,273,659 | |
LIABILITIES | | | | | | | | | | | | | | | |
Securities sold short, at fair value ‡ | | | | 435,915 | | | | | — | | | | | — | |
Options written, at value +◊ | | | | — | | | | | — | | | | | — | |
Payables | | | | | | | | | | | | | | | |
Securities lending collateral (Note 8) | | | | — | | | | | — | | | | | — | |
Investments purchased | | | | — | | | | | — | | | | | — | |
Capital shares redeemed | | | | 89,592 | | | | | — | | | | | — | |
Due to prime broker | | | | — | | | | | — | | | | | — | |
Investment advisory fees | | | | 81,007 | | | | | 5,276 | | | | | 16,021 | |
Custodian fees | | | | 2,982 | | | | | 5,042 | | | | | — | |
Distribution and service fees | | | | — | | | | | — | | | | | — | |
Dividends on securities sold short | | | | — | | | | | — | | | | | — | |
Administration and accounting fees | | | | 15,733 | | | | | 6,305 | | | | | 4,817 | |
Transfer agent fees | | | | 339 | | | | | 5,023 | | | | | 2,590 | |
Unrealized depreciation on contracts for difference ◊ | | | | 1,258,805 | | | | | 21,525 | | | | | — | |
Other accrued expenses and liabilities | | | | 544,776 | | | | | 37,198 | | | | | 50,765 | |
Total liabilities | | | | 2,429,149 | | | | | 80,369 | | | | | 74,193 | |
Net Assets | | | $ | 61,429,621 | | | | $ | 23,728,967 | | | | $ | 42,199,466 | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | |
Par value | | | $ | 5,370 | | | | $ | 2,014 | | | | $ | 3,243 | |
Paid-in Capital | | | | 59,216,031 | | | | | 20,665,907 | | | | | 32,330,220 | |
Total Distributable earnings/(loss) | | | | 2,208,220 | | | | | 3,061,046 | | | | | 9,866,003 | |
Net Assets | | | $ | 61,429,621 | | | | $ | 23,728,967 | | | | $ | 42,199,466 | |
INSTITUTIONAL CLASS | | | | | | | | | | | | | | | |
Net assets | | | $ | 61,429,621 | | | | $ | 23,728,967 | | | | $ | 42,199,466 | |
Shares outstanding | | | | 5,370,388 | | | | | 2,013,847 | | | | | 3,242,704 | |
Net asset value, offering and redemption price per share | | | $ | 11.44 | | | | $ | 11.78 | | | | $ | 13.01 | |
INVESTOR CLASS | | | | | | | | | | | | | | | |
Net assets | | | $ | — | | | | $ | — | | | | $ | — | |
Shares outstanding | | | | — | | | | | — | | | | | — | |
Net asset value, offering and redemption price per share | | | $ | — | | | | $ | — | | | | $ | — | |
| † | Investments in securities, at cost | | | $ | 32,885,932 | | | | $ | 18,844,685 | | | | $ | 33,478,447 | |
| ^ | Includes market value of securities on loan | | | $ | — | | | | $ | — | | | | $ | — | |
| * | Investments purchased with proceeds from securities lending collateral, at cost | | | $ | — | | | | $ | — | | | | $ | — | |
| ** | Short-term investments, at cost | | | $ | 14,998,445 | | | | $ | 2,453,785 | | | | $ | 204,175 | |
| # | Foreign currency, at cost | | | $ | 296,094 | | | | $ | 231,761 | | | | $ | 33,186 | |
| ‡ | Proceeds received, securities sold short | | | $ | 209,456 | | | | $ | — | | | | $ | — | |
| + | Premiums received, options written | | | $ | — | | | | $ | — | | | | $ | — | |
| ◊ | Primary risk exposure is equity contracts | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of the financial statements.
86 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2021 |
STATEMENTS OF OPERATIONS | |
| | 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 | |
Investment Income | | | | | | | | | | | | | | | | |
Dividends † | | $ | 11,568,413 | | | $ | 1,125,505 | | | $ | 12,867,774 | | | $ | 25,898,640 | |
Interest | | | 2,704 | | | | 270 | | | | 31 | | | | 2,765 | |
Income from securities loaned (Note 8) | | | 57,279 | | | | 10,754 | | | | — | | | | 47,535 | |
Total investment income | | | 11,628,396 | | | | 1,136,529 | | | | 12,867,805 | | | | 25,948,940 | |
Expenses | | | | | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 6,544,864 | | | | 1,513,644 | | | | 10,864,407 | | | | 10,960,721 | |
Transfer agent fees (Note 2) | | | 497,387 | | | | 17,418 | | | | 185,834 | | | | 742,684 | |
Distribution fees (Investor Class) (Note 2) | | | 239,937 | | | | 30,722 | | | | 39,894 | | | | 620,046 | |
Administration and accounting fees (Note 2) | | | 238,217 | | | | 34,099 | | | | 302,638 | | | | 475,805 | |
Director’s fees | | | 95,474 | | | | 8,670 | | | | 125,422 | | | | 195,967 | |
Legal fees | | | 94,176 | | | | 9,391 | | | | 121,230 | | | | 192,903 | |
Printing and shareholder reporting fees | | | 74,749 | | | | 1,147 | | | | 114,422 | | | | 109,658 | |
Officer’s fees | | | 61,375 | | | | 7,499 | | | | 105,033 | | | | 132,186 | |
Registration fees | | | 52,601 | | | | 35,130 | | | | 57,579 | | | | 42,961 | |
Audit and tax service fees | | | 37,845 | | | | 52,316 | | | | 56,054 | | | | 38,927 | |
Custodian fees (Note 2) | | | 31,498 | | | | — | | | | 105,810 | | | | 44,922 | |
Other expenses | | | 32,340 | | | | 9,806 | | | | 106,195 | | | | 69,211 | |
Dividend expense on securities sold short | | | — | | | | 45,659 | | | | 4,935,755 | | | | — | |
Prime broker interest expense | | | — | | | | 380,676 | | | | 1,515,170 | | | | — | |
Total expenses before waivers and/or reimbursements | | | 8,000,463 | | | | 2,146,177 | | | | 18,635,443 | | | | 13,625,991 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) n | | | (137,893 | ) | | | (366,046 | ) | | | — | | | | (479,510 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 7,862,570 | | | | 1,780,131 | | | | 18,635,443 | | | | 13,146,481 | |
Net investment income/(loss) | | | 3,765,826 | | | | (643,602 | ) | | | (5,767,638 | ) | | | 12,802,459 | |
| | | | | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | | | | | |
Investment securities | | | 107,612,636 | | | | 21,547,439 | | | | 280,898,563 | | | | 76,615,508 | |
Securities sold short | | | — | | | | (17,331,704 | ) | | | (180,273,311 | ) | | | — | |
Options written ** | | | — | | | | 580,204 | | | | — | | | | — | |
Contracts for difference ** | | | — | | | | — | | | | 863,463 | | | | — | |
Foreign currency transactions | | | (57 | ) | | | 19,031 | | | | 3,402,182 | | | | (1,717 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | | | | | |
Investment securities | | | 201,239,291 | | | | 5,888,124 | | | | 46,884,054 | | | | 407,462,755 | |
Securities sold short | | | — | | | | 6,854,575 | | | | 53,369,815 | | | | — | |
Options written ** | | | — | | | | 290,018 | | | | — | | | | — | |
Contracts for difference ** | | | — | | | | (494,271 | ) | | | 2,305,067 | | | | — | |
Foreign currency translation | | | (3 | ) | | | (2,725 | ) | | | (3,892,176 | ) | | | 227 | |
Net realized and unrealized gain/(loss) | | | 308,851,867 | | | | 17,350,691 | | | | 203,557,657 | | | | 484,076,773 | |
Net increase/(decrease) in net assets resulting from operations | | $ | 312,617,693 | | | $ | 16,707,089 | | | $ | 197,790,019 | | | $ | 496,879,232 | |
† Net of foreign withholding taxes of | | $ | (5,669 | ) | | $ | (26,258 | ) | | $ | (401,292 | ) | | $ | (258,615 | ) |
n 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 2021 | 87
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2021 |
STATEMENTS OF OPERATIONS (continued) | |
| | WPG Partners Small/Micro Cap Value Fund | | | Boston Partners Global Equity Fund | | | Boston Partners Global Long/Short Fund | |
Investment Income | | | | | | | | | | | | |
Dividends † | | $ | 364,731 | | | $ | 3,818,143 | | | $ | 2,639,267 | |
Interest | | | 73 | | | | 289 | | | | 895 | |
Income from securities loaned (Note 8) | | | 5,559 | | | | 8,579 | | | | — | |
Total investment income | | | 370,363 | | | | 3,827,011 | | | | 2,640,162 | |
Expenses | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 197,100 | | | | 1,476,366 | | | | 1,786,541 | |
Transfer agent fees (Note 2) | | | 10,390 | | | | 7,840 | | | | 8,069 | |
Distribution fees (Investor Class) (Note 2) | | | — | | | | — | | | | 15,021 | |
Administration and accounting fees (Note 2) | | | 24,666 | | | | 29,704 | | | | 72,773 | |
Director’s fees | | | 3,074 | | | | 22,660 | | | | 17,454 | |
Legal fees | | | 3,051 | | | | 18,438 | | | | 14,540 | |
Printing and shareholder reporting fees | | | 564 | | | | 24,689 | | | | 39,405 | |
Officer’s fees | | | 2,016 | | | | 17,396 | | | | 13,761 | |
Registration fees | | | 21,818 | | | | 23,748 | | | | 37,596 | |
Audit and tax service fees | | | 37,853 | | | | 41,217 | | | | 52,365 | |
Custodian fees (Note 2) | | | 12,965 | | | | 25,138 | | | | 68,678 | |
Other expenses | | | 1,489 | | | | 24,560 | | | | 46,506 | |
Dividend expense on securities sold short | | | — | | | | — | | | | 388,445 | |
Prime broker interest expense | | | — | | | | — | | | | 174,307 | |
Total expenses before waivers and/or reimbursements | | | 314,986 | | | | 1,711,756 | | | | 2,735,461 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) n | | | (43,934 | ) | | | (140,758 | ) | | | — | |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 271,052 | | | | 1,570,998 | | | | 2,735,461 | |
Net investment income/(loss) | | | 99,311 | | | | 2,256,013 | | | | (95,299 | ) |
| | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Investment securities | | | 5,789,178 | | | | 21,041,168 | | | | 39,463,238 | |
Securities sold short | | | — | | | | — | | | | (15,336,991 | ) |
Options written ** | | | — | | | | — | | | | (527,616 | ) |
Contracts for difference ** | | | — | | | | — | | | | (630,572 | ) |
Foreign currency transactions | | | (3,403 | ) | | | (122,997 | ) | | | 16,216 | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Investment securities | | | 5,431,723 | | | | 25,125,928 | | | | (1,397,662 | ) |
Securities sold short | | | — | | | | — | | | | 5,928,134 | |
Options written ** | | | — | | | | — | | | | 86,476 | |
Contracts for difference ** | | | — | | | | — | | | | (196,130 | ) |
Foreign currency translation | | | (1 | ) | | | (32,416 | ) | | | (73,332 | ) |
Net realized and unrealized gain/(loss) | | | 11,217,497 | | | | 46,011,683 | | | | 27,331,761 | |
Net increase/(decrease) in net assets resulting from operations | | $ | 11,316,808 | | | $ | 48,267,696 | | | $ | 27,236,462 | |
† Net of foreign withholding taxes of | | $ | (2,953 | ) | | $ | (469,021 | ) | | $ | (340,682 | ) |
n 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.
88 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | For the Year Ended August 31, 2021 |
STATEMENTS OF OPERATIONS (concluded) | |
| | Boston Partners Emerging Markets Dynamic Equity Fund | | Boston Partners Emerging Markets Fund | | | Boston Partners Global Equity Advantage Fund | |
Investment Income | | | | | | | | | | | | | | |
Dividends † | | | $ | 1,101,332 | | | | $ | 475,458 | | | $ | 814,263 | |
Interest | | | | 1,614 | | | | | 303 | | | | 62 | |
Income from securities loaned (Note 8) | | | | — | | | | | — | | | | — | |
Total investment income | | | | 1,102,946 | | | | | 475,761 | | | | 814,325 | |
Expenses | | | | | | | | | | | | | | |
Advisory fees (Note 2) | | | | 854,477 | | | | | 164,913 | | | | 410,383 | |
Transfer agent fees (Note 2) | | | | 19,853 | | | | | 1,312 | | | | 3,003 | |
Distribution fees (Investor Class) (Note 2) | | | | — | | | | | — | | | | — | |
Administration and accounting fees (Note 2) | | | | 58,371 | | | | | 30,931 | | | | 34,587 | |
Director’s fees | | | | 8,900 | | | | | 2,186 | | | | 2,265 | |
Legal fees | | | | 9,104 | | | | | 2,619 | | | | 5,397 | |
Printing and shareholder reporting fees | | | | 4,565 | | | | | 1,006 | | | | 1,682 | |
Officer’s fees | | | | 6,048 | | | | | 1,728 | | | | 3,013 | |
Registration fees | | | | 22,814 | | | | | 20,278 | | | | 26,185 | |
Audit and tax service fees | | | | 69,624 | | | | | 58,039 | | | | 39,350 | |
Custodian fees (Note 2) | | | | 68,190 | | | | | 56,815 | | | | 53,137 | |
Other expenses | | | | 3,463 | | | | | 3,613 | | | | 6,522 | |
Dividend expense on securities sold short | | | | 90,280 | | | | | — | | | | — | |
Prime broker interest expense | | | | 150,071 | | | | | — | | | | — | |
Total expenses before waivers and/or reimbursements | | | | 1,365,760 | | | | | 343,440 | | | | 585,524 | |
Less: waivers and/or reimbursements net of amounts recouped (Note 2) n | | | | (168,395 | ) | | | | (123,547 | ) | | | (254,829 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | | 1,197,365 | | | | | 219,893 | | | | 330,695 | |
Net investment income/(loss) | | | | (94,419 | ) | | | | 255,868 | | | | 483,630 | |
| | | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | | | |
Investment securities | | | | 11,720,628 | | | | | 2,305,783 | | | | 4,127,440 | |
Securities sold short | | | | (3,209,337 | ) | | | | — | | | | — | |
Options written ** | | | | — | | | | | — | | | | — | |
Contracts for difference ** | | | | (1,509,631 | ) | | | | 517,303 | | | | — | |
Foreign currency transactions | | | | 20,445 | | | | | (11,923 | ) | | | (22,437 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | | | |
Investment securities | | | | (186,768 | ) | | | | 410,089 | | | | 6,661,223 | |
Securities sold short | | | | 769,983 | | | | | — | | | | — | |
Options written ** | | | | — | | | | | — | | | | — | |
Contracts for difference ** | | | | (718,007 | ) | | | | 140,971 | | | | — | |
Foreign currency translation | | | | (3,925 | ) | | | | 2,695 | | | | (1,753 | ) |
Net realized and unrealized gain/(loss) | | | | 6,883,388 | | | | | 3,364,918 | | | | 10,764,473 | |
Net increase/(decrease) in net assets resulting from operations | | | $ | 6,788,969 | | | | $ | 3,620,786 | | | $ | 11,248,103 | |
† Net of foreign withholding taxes of | | | $ | (204,517 | ) | | | $ | (82,457 | ) | | $ | (66,834 | ) |
n 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 2021 | 89
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, 2021 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2020 | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 3,765,826 | | | $ | 4,826,236 | | | $ | (643,602 | ) | | $ | (1,297,585 | ) |
Net realized gain/(loss) from investments and foreign currency | | | 107,612,579 | | | | (54,211,771 | ) | | | 4,814,970 | | | | 27,576,929 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 201,239,288 | | | | 14,499,468 | | | | 12,535,721 | | | | (34,054,788 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 312,617,693 | | | | (34,886,067 | ) | | | 16,707,089 | | | | (7,775,444 | ) |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (3,423,336 | ) | | | (11,586,422 | ) | | | (19,343,437 | ) | | | (16,021,570 | ) |
Investor Class | | | (287,949 | ) | | | (2,731,799 | ) | | | (4,425,358 | ) | | | (2,702,290 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (3,711,285 | ) | | | (14,318,221 | ) | | | (23,768,795 | ) | | | (18,723,860 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 225,304,064 | | | | 238,306,335 | | | | 8,277,400 | | | | 14,783,093 | |
Reinvestment of distributions | | | 3,242,192 | | | | 11,181,116 | | | | 16,162,041 | | | | 12,844,176 | |
Shares redeemed | | | (225,779,177 | ) | | | (132,345,095 | ) | | | (37,972,243 | ) | | | (164,092,990 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 19,042,885 | | | | 14,259,177 | | | | 1,072,862 | | | | 1,332,244 | |
Reinvestment of distributions | | | 281,646 | | | | 2,687,806 | | | | 4,320,241 | | | | 2,654,278 | |
Shares redeemed | | | (30,655,523 | ) | | | (48,635,049 | ) | | | (6,939,937 | ) | | | (13,746,832 | ) |
Net increase/(decrease) in net assets from capital transactions | | | (8,563,913 | ) | | | 85,454,290 | | | | (15,079,636 | ) | | | (146,226,031 | ) |
Total increase/(decrease) in net assets | | | 300,342,495 | | | | 36,250,002 | | | | (22,141,342 | ) | | | (172,725,335 | ) |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 580,381,480 | | | | 544,131,478 | | | | 83,264,067 | | | | 255,989,402 | |
End of period | | $ | 880,723,975 | | | $ | 580,381,480 | | | $ | 61,122,725 | | | $ | 83,264,067 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 7,949,707 | | | | 11,884,055 | | | | 631,527 | | | | 886,645 | |
Shares reinvested | | | 126,254 | | | | 438,132 | | | | 1,349,085 | | | | 756,876 | |
Shares redeemed | | | (7,967,029 | ) | | | (6,418,379 | ) | | | (3,033,707 | ) | | | (9,945,511 | ) |
Net increase/(decrease) | | | 108,932 | | | | 5,903,808 | | | | (1,053,095 | ) | | | (8,301,990 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 681,769 | | | | 743,090 | | | | 90,753 | | | | 90,104 | |
Shares reinvested | | | 11,491 | | | | 110,337 | | | | 418,628 | | | | 173,482 | |
Shares redeemed | | | (1,146,893 | ) | | | (2,508,720 | ) | | | (624,820 | ) | | | (942,479 | ) |
Net increase/(decrease) | | | (453,633 | ) | | | (1,655,293 | ) | | | (115,439 | ) | | | (678,893 | ) |
The accompanying notes are an integral part of the financial statements.
90 | Annual Report 2021
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, 2021 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2020 | |
| | | | | | | | | | | | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | (5,767,638 | ) | | $ | (196,417 | ) | | $ | 12,802,459 | | | $ | 22,101,069 | |
Net realized gain/(loss) from investments and foreign currency | | | 104,890,897 | | | | (22,401,419 | ) | | | 76,613,791 | | | | 43,597,365 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 98,666,760 | | | | (261,403,450 | ) | | | 407,462,982 | | | | (68,662,122 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 197,790,019 | | | | (284,001,286 | ) | | | 496,879,232 | | | | (2,963,688 | ) |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | — | | | | (68,239,780 | ) | | | (18,329,964 | ) | | | (39,151,779 | ) |
Investor Class | | | — | | | | (1,083,477 | ) | | | (3,338,171 | ) | | | (7,489,376 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | — | | | | (69,323,257 | ) | | | (21,668,135 | ) | | | (46,641,155 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 111,796,131 | | | | 248,718,211 | | | | 501,357,685 | | | | 217,947,573 | |
Reinvestment of distributions | | | — | | | | 34,084,072 | | | | 14,385,927 | | | | 31,324,587 | |
Shares redeemed | | | (580,201,382 | ) | | | (2,064,431,222 | ) | | | (313,709,186 | ) | | | (715,633,581 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 1,467,210 | | | | 4,371,135 | | | | 35,551,451 | | | | 23,996,472 | |
Reinvestment of distributions | | | — | | | | 1,080,450 | | | | 3,215,582 | | | | 7,258,422 | |
Shares redeemed | | | (19,465,861 | ) | | | (30,400,484 | ) | | | (57,235,933 | ) | | | (123,252,441 | ) |
Net increase/(decrease) in net assets from capital transactions | | | (486,403,902 | ) | | | (1,806,577,838 | ) | | | 183,565,526 | | | | (558,358,968 | ) |
Total increase/(decrease) in net assets | | | (288,613,883 | ) | | | (2,159,902,381 | ) | | | 658,776,623 | | | | (607,963,811 | ) |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 1,107,399,081 | | | | 3,267,301,462 | | | | 1,274,227,734 | | | | 1,882,191,545 | |
End of period | | $ | 818,785,198 | | | $ | 1,107,399,081 | | | $ | 1,933,004,357 | | | $ | 1,274,227,734 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 7,333,928 | | | | 16,878,926 | | | | 16,405,789 | | | | 9,208,074 | |
Shares reinvested | | | — | | | | 2,166,820 | | | | 520,287 | | | | 1,157,597 | |
Shares redeemed | | | (40,620,501 | ) | | | (149,756,944 | ) | | | (10,900,947 | ) | | | (29,943,106 | ) |
Net increase/(decrease) | | | (33,286,573 | ) | | | (130,711,198 | ) | | | 6,025,129 | | | | (19,577,435 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 102,009 | | | | 307,435 | | | | 1,161,168 | | | | 1,000,678 | |
Shares reinvested | | | — | | | | 70,205 | | | | 116,803 | | | | 269,329 | |
Shares redeemed | | | (1,357,505 | ) | | | (2,183,851 | ) | | | (2,013,653 | ) | | | (5,141,085 | ) |
Net increase/(decrease) | | | (1,255,496 | ) | | | (1,806,211 | ) | | | (735,682 | ) | | | (3,871,078 | ) |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 91
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, 2021 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2020 | |
| | | | | | | | | | | | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 99,311 | | | $ | 152,629 | | | $ | 2,256,013 | | | $ | 4,303,280 | |
Net realized gain/(loss) from investments and foreign currency | | | 5,785,775 | | | | (3,385,849 | ) | | | 20,918,171 | | | | (23,857,335 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 5,431,722 | | | | 1,416,754 | | | | 25,093,512 | | | | (17,504,716 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 11,316,808 | | | | (1,816,466 | ) | | | 48,267,696 | | | | (37,632,243 | ) |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (144,307 | ) | | | (108,852 | ) | | | (2,917,436 | ) | | | (10,116,438 | ) |
Investor Class | | | — | | | | — | | | | — | | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (144,307 | ) | | | (108,852 | ) | | | (2,917,436 | ) | | | (10,116,438 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 1,232,374 | | | | 931,570 | | | | 21,725,184 | | | | 13,415,264 | |
Reinvestment of distributions | | | 133,250 | | | | 101,138 | | | | 2,898,546 | | | | 10,102,108 | |
Shares redeemed | | | (4,086,219 | ) | | | (2,230,051 | ) | | | (64,010,620 | ) | | | (481,947,978 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | — | | | | — | | | | — | | | | — | |
Reinvestment of distributions | | | — | | | | — | | | | — | | | | — | |
Shares redeemed | | | — | | | | — | | | | — | | | | — | |
Net increase/(decrease) in net assets from capital transactions | | | (2,720,595 | ) | | | (1,197,343 | ) | | | (39,386,890 | ) | | | (458,430,606 | ) |
Total increase/(decrease) in net assets | | | 8,451,906 | | | | (3,122,661 | ) | | | 5,963,370 | | | | (506,179,287 | ) |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 19,150,243 | | | | 22,272,904 | | | | 177,470,018 | | | | 683,649,305 | |
End of period | | $ | 27,602,149 | | | $ | 19,150,243 | | | $ | 183,433,388 | | | $ | 177,470,018 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 72,593 | | | | 81,469 | | | | 1,220,384 | | | | 910,343 | |
Shares reinvested | | | 9,209 | | | | 6,942 | | | | 169,110 | | | | 595,292 | |
Shares redeemed | | | (255,753 | ) | | | (175,463 | ) | | | (4,261,605 | ) | | | (32,766,623 | ) |
Net increase/(decrease) | | | (173,951 | ) | | | (87,052 | ) | | | (2,872,111 | ) | | | (31,260,988 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | — | | | | — | | | | — | | | | — | |
Shares reinvested | | | — | | | | — | | | | — | | | | — | |
Shares redeemed | | | — | | | | — | | | | — | | | | — | |
Net increase/(decrease) | | | — | | | | — | | | | — | | | | — | |
The accompanying notes are an integral part of the financial statements.
92 | Annual Report 2021
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, 2021 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2020 | |
| | | | | | | | | | | | | | | | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | (95,299 | ) | | $ | 296,392 | | | $ | (94,419 | ) | | $ | 1,047,706 | |
Net realized gain/(loss) from investments and foreign currency | | | 22,984,275 | | | | (29,499,627 | ) | | | 7,022,105 | | | | 2,238,436 | |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 4,347,486 | | | | (32,746,897 | ) | | | (138,717 | ) | | | 2,437,798 | |
Net increase/(decrease) in net assets resulting from operations | | | 27,236,462 | | | | (61,950,132 | ) | | | 6,788,969 | | | | 5,723,940 | |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (79,283 | ) | | | (7,186,270 | ) | | | (5,338,757 | ) | | | (1,296,540 | ) |
Investor Class | | | — | | | | (133,127 | ) | | | — | | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (79,283 | ) | | | (7,319,397 | ) | | | (5,338,757 | ) | | | (1,296,540 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 12,739,191 | | | | 43,382,764 | | | | 9,772,909 | | | | 6,398,476 | |
Reinvestment of distributions | | | 63,426 | | | | 6,592,224 | | | | 5,215,269 | | | | 1,266,707 | |
Shares redeemed | | | (66,774,935 | ) | | | (462,183,161 | ) | | | (15,184,277 | ) | | | (10,341,205 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 973,085 | | | | 1,161,495 | | | | — | | | | — | |
Reinvestment of distributions | | | — | | | | 131,740 | | | | — | | | | — | |
Shares redeemed | | | (3,671,460 | ) | | | (8,515,110 | ) | | | — | | | | — | |
Net increase/(decrease) in net assets from capital transactions | | | (56,670,693 | ) | | | (419,430,048 | ) | | | (196,099 | ) | | | (2,676,022 | ) |
Total increase/(decrease) in net assets | | | (29,513,514 | ) | | | (488,699,577 | ) | | | 1,254,113 | | | | 1,751,378 | |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 137,164,573 | | | | 625,864,150 | | | | 60,175,508 | | | | 58,424,130 | |
End of period | | $ | 107,651,059 | | | $ | 137,164,573 | | | $ | 61,429,621 | | | $ | 60,175,508 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 1,153,067 | | | | 4,213,496 | | | | 861,963 | | | | 608,924 | |
Shares reinvested | | | 5,955 | | | | 609,263 | | | | 461,937 | | | | 118,052 | |
Shares redeemed | | | (6,184,959 | ) | | | (48,274,686 | ) | | | (1,310,319 | ) | | | (961,867 | ) |
Net increase/(decrease) | | | (5,025,937 | ) | | | (43,451,927 | ) | | | 13,581 | | | | (234,891 | ) |
Investor Class | | | | | | | | | | | | | | | | |
Shares sold | | | 90,220 | | | | 115,237 | | | | — | | | | — | |
Shares reinvested | | | — | | | | 12,301 | | | | — | | | | — | |
Shares redeemed | | | (333,800 | ) | | | (848,446 | ) | | | — | | | | — | |
Net increase/(decrease) | | | (243,580 | ) | | | (720,908 | ) | | | — | | | | — | |
The accompanying notes are an integral part of the financial statements.
Annual Report 2021 | 93
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, 2021 | | | For the Year Ended August 31, 2020 | | | For the Year Ended August 31, 2021 | | | For the Year Ended August 31, 2020 | |
| | | | | | | | | | | | |
Increase/(decrease) in net assets from operations: | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | $ | 255,868 | | | $ | 307,777 | | | $ | 483,630 | | | $ | 731,457 | |
Net realized gain/(loss) from investments and foreign currency | | | 2,811,163 | | | | (1,046,424 | ) | | | 4,105,003 | | | | (2,958,640 | ) |
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translation | | | 553,755 | | | | 1,653,337 | | | | 6,659,470 | | | | 466,717 | |
Net increase/(decrease) in net assets resulting from operations | | | 3,620,786 | | | | 914,690 | | | | 11,248,103 | | | | (1,760,466 | ) |
| | | | | | | | | | | | | | | | |
Dividends and distributions to shareholders: | | | | | | | | | | | | | | | | |
Institutional Class | | | (129,801 | ) | | | (503,507 | ) | | | (416,614 | ) | | | (633,996 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (129,801 | ) | | | (503,507 | ) | | | (416,614 | ) | | | (633,996 | ) |
| | | | | | | | | | | | | | | | |
Capital transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Proceeds from shares sold | | | 3,599,996 | | | | 6,125,226 | | | | 227,364 | | | | 10,368,392 | |
Reinvestment of distributions | | | 129,801 | | | | 503,507 | | | | 416,614 | | | | 633,996 | |
Shares redeemed | | | — | | | | — | | | | (4,312,903 | ) | | | — | |
Net increase/(decrease) in net assets from capital transactions | | | 3,729,797 | | | | 6,628,733 | | | | (3,668,925 | ) | | | 11,002,388 | |
Total increase/(decrease) in net assets | | | 7,220,782 | | | | 7,039,916 | | | | 7,162,564 | | | | 8,607,926 | |
| | | | | | | | | | | | | | | | |
Net assets: | | | | | | | | | | | | | | | | |
Beginning of period | | | 16,508,185 | | | | 9,468,269 | | | | 35,036,902 | | | | 26,428,976 | |
End of period | | $ | 23,728,967 | | | $ | 16,508,185 | | | $ | 42,199,466 | | | $ | 35,036,902 | |
| | | | | | | | | | | | | | | | |
Share transactions: | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Shares sold | | | 315,790 | | | | 602,890 | | | | 19,157 | | | | 956,529 | |
Shares reinvested | | | 11,507 | | | | 52,285 | | | | 37,364 | | | | 59,586 | |
Shares redeemed | | | — | | | | — | | | | (329,932 | ) | | | — | |
Net increase/(decrease) | | | 327,297 | | | | 655,175 | | | | (273,411 | ) | | | 1,016,115 | |
The accompanying notes are an integral part of the financial statements.
94 | Annual Report 2021
(THIS PAGE INTENTIONALLY LEFT BLANK.)
Annual Report 2021 | 95
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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 21.06 | | | $ | 0.15 | | | $ | 11.27 | | | $ | 11.42 | | | $ | (0.14 | ) | | $ | — | | | $ | (0.14 | ) | | | $— | |
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 | ) | | | — | |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 20.07 | | | $ | 0.07 | | | $ | 10.75 | | | $ | 10.82 | | | $ | (0.08 | ) | | $ | — | | | $ | (0.08 | ) | | | $— | |
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 | ) | | | — | |
Boston Partners Long/Short Equity Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 15.15 | | | $ | (0.12 | ) | | $ | 3.69 | | | $ | 3.57 | | | $ | — | | | $ | (4.51 | ) | | $ | (4.51 | ) | | | $— | |
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 | | | | — | | | | — | | | | — | | | | — | |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 13.64 | | | $ | (0.14 | ) | | $ | 3.23 | | | $ | 3.09 | | | $ | — | | | $ | (4.51 | ) | | $ | (4.51 | ) | | | $— | |
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 | | | | — | | | | — | | | | — | | | | — | |
Boston Partners Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 13.31 | | | $ | (0.10 | ) | | $ | 3.61 | | | $ | 3.51 | | | $ | — | | | $ | — | | | $ | — | | | | $— | |
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 | | | | — | | | | — | | | | — | | | | — | |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 13.01 | | | $ | (0.13 | ) | | $ | 3.51 | | | $ | 3.38 | | | $ | — | | | $ | — | | | $ | — | | | | $— | |
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 | | | | — | | | | — | | | | — | | | | — | |
|
* | Calculated based on average shares outstanding for the period. |
The accompanying notes are an integral part of the financial statements.
96 | Annual Report 2021
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 any4 | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 32.34 | | | | 54.40 | % | | $ | 776,442 | | | | 0.99 | % | | | N/A | | | | 1.01 | % | | | 0.52 | % | | | 33 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 30.81 | | | | 54.01 | % | | $ | 104,282 | | | | 1.24 | % | | | N/A | | | | 1.26 | % | | | 0.27 | % | | | 33 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 14.21 | | | | 29.08 | % | | $ | 49,551 | | | | 2.60 | % | | | 1.97 | % | | | 3.14 | % | | | (0.91 | %) | | | 31 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 12.22 | | | | 28.71 | % | | $ | 11,571 | | | | 2.85 | % | | | 2.22 | % | | | 3.39 | % | | | (1.16 | %) | | | 31 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 16.82 | | | | 26.37 | % | | $ | 808,565 | | | | 2.15 | % | | | 1.40 | % | | | 2.15 | % | | | (0.66 | %) | | | 61 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 16.39 | | | | 25.98 | % | | $ | 10,220 | | | | 2.40 | % | | | 1.65 | % | | | 2.40 | % | | | (0.91 | %) | | | 61 | % | |
| | 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 | | |
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 | 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 2021 | 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 | | Redemption Fees* |
Boston Partners All-Cap Value Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 24.53 | | | $ | 0.26 | | | $ | 9.43 | | | $ | 9.69 | | | $ | (0.21 | ) | | $ | (0.24 | ) | | $ | (0.45 | ) | | | $— | |
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 | ) | | | — | |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 24.39 | | | $ | 0.18 | | | $ | 9.38 | | | $ | 9.56 | | | $ | (0.15 | ) | | $ | (0.24 | ) | | $ | (0.39 | ) | | | $— | |
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 | ) | | | — | |
WPG Partners Small/Micro Cap Value Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 11.96 | | | $ | 0.07 | | | $ | 7.39 | | | $ | 7.46 | | | $ | (0.09 | ) | | $ | — | | | $ | (0.09 | ) | | | $— | |
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 | ) | | | — | |
Boston Partners Global Equity Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 15.15 | | | $ | 0.25 | | | $ | 5.69 | | | $ | 5.94 | | | $ | (0.35 | ) | | $ | — | | | $ | (0.35 | ) | | | $— | |
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 | ) | | | — | |
* | Calculated based on average shares outstanding. |
The accompanying notes are an integral part of the financial statements.
98 | Annual Report 2021
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 33.77 | | | | 39.91 | % | | $ | 1,653,698 | | | | 0.80 | % | | | N/A | | | | 0.83 | % | | | 0.86 | % | | | 33 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 33.56 | | | | 39.57 | % | | $ | 279,306 | | | | 1.05 | % | | | N/A | | | | 1.08 | % | | | 0.61 | % | | | 33 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 19.33 | | | | 62.66 | % | | $ | 27,602 | | | | 1.10 | % | | | N/A | | | | 1.28 | % | | | 0.40 | % | | | 114 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 20.74 | | | | 39.66 | % | | $ | 183,433 | | | | 0.95 | % | | | N/A | | | | 1.04 | % | | | 1.38 | % | | | 88 | % | |
| | 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 | | |
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 | 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 2021 | 99
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 Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 9.72 | | | $ | (0.01 | ) | | $ | 2.48 | | | $ | 2.47 | | | $ | (0.01 | ) | | $ | — | | | $ | (0.01 | ) | | | $— | |
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 | ) | | | — | |
Investor Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 9.61 | | | $ | (0.03 | ) | | $ | 2.43 | | | $ | 2.40 | | | $ | — | | | $ | — | | | $ | — | | | | $— | |
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 | ) | | | — | |
Boston Partners Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 11.23 | | | $ | (0.02 | ) | | $ | 1.17 | | | $ | 1.15 | | | $ | (0.94 | ) | | $ | — | | | $ | (0.94 | ) | | | $— | |
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 | ) | | | — | |
Boston Partners Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 9.79 | | | $ | 0.13 | | | $ | 1.94 | | | $ | 2.07 | | | $ | (0.08 | ) | | $ | — | | | $ | (0.08 | ) | | | $— | |
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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
8/31/21 | | $ | 9.96 | | | $ | 0.14 | | | $ | 3.03 | | | $ | 3.17 | | | $ | (0.12 | ) | | $ | — | | | $ | (0.12 | ) | | | $— | |
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. |
The accompanying notes are an integral part of the financial statements.
100 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS | |
FINANCIAL HIGHLIGHTS (concluded) | 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 any7 | | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 12.18 | | | | 25.39 | % | | $ | 102,691 | | | | 2.29 | % | | | 1.83 | % | | | 2.29 | % | | | (0.07 | %) | | | 102 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 12.01 | | | | 24.97 | % | | $ | 4,960 | | | | 2.54 | % | | | 2.08 | % | | | 2.54 | % | | | (0.32 | %) | | | 102 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 11.44 | | | | 10.38 | % | | $ | 61,430 | | | | 1.75 | % | | | 1.40 | % | | | 2.00 | % | | | (0.14 | )% | | | 125 | % | |
| | 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 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 11.78 | | | | 21.15 | % | | $ | 23,729 | | | | 1.00 | % | | | N/A | | | | 1.56 | % | | | 1.16 | % | | | 123 | % | |
| | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| $ | 13.01 | | | | 32.01 | % | | $ | 42,199 | | | | 0.81 | % | | | N/A | | | | 1.43 | % | | | 1.18 | % | | | 67 | % | |
| | 9.96 | | | | (3.53 | ) | | | 35,037 | | | | 0.58 | | | | N/A | | | | 1.70 | | | | 2.34 | | | | 124 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 10.57 | | | | 5.70 | | | | 26,429 | | | | 0.25 | 5 | | | N/A | | | | 1.88 | 5 | | | 1.69 | 5 | | | 16 | 6 | |
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 | 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 2021 | 101
BOSTON PARTNERS INVESTMENT FUNDS |
NOTES TO FINANCIAL STATEMENTS |
August 31, 2021 |
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-nine 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”), 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2021 (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, 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).
102 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS |
NOTES TO FINANCIAL STATEMENTS (continued) |
August 31, 2021 |
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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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.
Annual Report 2021 | 103
BOSTON PARTNERS INVESTMENT FUNDS |
NOTES TO FINANCIAL STATEMENTS (continued) |
August 31, 2021 |
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.
LIBOR DISCONTINUATION RISK — The terms of many financial instruments in which the Funds may invest or other transactions to which the Funds 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 Funds’ payment obligations under a derivative investment, the cost of financing to the Funds or an investment’s value or return to the Funds, and may be used in other ways that affect the Funds’ investment performance. In July 2017, the Financial Conduct Authority (“FCA”), the United Kingdom’s financial regulatory body, announced a desire to phase out the use of LIBOR by the end of 2021.
The FCA and ICE Benchmark Administrator have since announced that most LIBOR settings will no longer be published after December 31, 2021 and a majority of U.S. dollar LIBOR settings will cease publication after June 30, 2023. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing the Secured Overnight Financing Rate (“SOFR”) that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new reference rates. Uncertainty related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition, poses risks for the Funds. The effect of any changes to, or discontinuation of, LIBOR on the Funds will depend on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new instruments and contracts. 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
104 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS |
NOTES TO FINANCIAL STATEMENTS (continued) |
August 31, 2021 |
LIBOR-related instruments, increased difficulty in borrowing or refinancing, and prolonged adverse market conditions for the Funds. 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 Funds are working to minimize its exposure to risks associated with the expected discontinuation of LIBOR, all of the aforementioned risks may adversely affect the Funds’ 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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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 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:
FUND | | PURCHASED OPTIONS (COST) | | | WRITTEN OPTIONS (PROCEEDS) | |
BP Long/Short Equity Fund | | $ | — | | | $ | 312,279 | |
BP Global Long/Short Fund | | | — | | | | 487,137 | |
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 charges of $(366,512), $(1,493,017), $(173,850) and $(149,639) respectively, on borrowed securities. Such amounts are included in prime broker interest expense on the Statements of Operations.
Annual Report 2021 | 105
BOSTON PARTNERS INVESTMENT FUNDS |
NOTES TO FINANCIAL STATEMENTS (continued) |
August 31, 2021 |
As of the end of the reporting period, BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund had securities sold short valued at $8,988,661, $151,600,354, $39,757,127 and $435,915, respectively, for which securities of $35,832,471, $260,872,886, $34,952,174 and $1,894,327 and deposits of $8,635,929, $174,058,920, $40,354,286 and $871,888, 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 Funds 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 UNITIZED | | AVERAGE DAILY BORROWINGS | | WEIGHTED AVERAGE INTEREST RATE | | DAYS UNITIZED | | AVERAGE DAILY BORROWINGS | | WEIGHTED AVERAGE INTEREST RATE |
| 365 | | | EUR 6,586 | | | | 0.14 | % | | | 248 | | | AUD 377,254 | | | | 0.46 | % |
| 365 | | | USD 2,785,775 | | | | 0.50 | % | | | 248 | | | CAD 127,941 | | | | 0.58 | % |
| | | | | | | | | | | | 226 | | | CHF 195,884 | | | | 0.38 | % |
| | | | | | | | | | | | 323 | | | EUR 539,108 | | | | 0.14 | % |
| | | | | | | | | | | | 219 | | | GBP 481,478 | | | | 0.45 | % |
| | | | | | | | | | | | 255 | | | HKD 5,520,542 | | | | 0.50 | % |
| | | | | | | | | | | | 205 | | | ILS 158,807 | | | | 0.53 | % |
| | | | | | | | | | | | 240 | | | JPY 105,849,755 | | | | 0.39 | % |
| | | | | | | | | | | | 365 | | | MXN 0 | | | | 0.00 | % |
| | | | | | | | | | | | 209 | | | NOK 1,285,142 | | | | 0.42 | % |
| | | | | | | | | | | | 267 | | | SEK 2,094,274 | | | | 0.36 | % |
| | | | | | | | | | | | 6 | | | SGD 40,018 | | | | 0.59 | % |
| | | | | | | | | | | | 180 | | | USD 5,573,175 | | | | 0.51 | % |
| | | | | | | | | | | | | | | | | | | | |
BP GLOBAL LONG/SHORT FUND | | BP EMERGING MARKETS DYNAMIC EQUITY FUND |
DAYS UNITIZED | | AVERAGE DAILY BORROWINGS | | WEIGHTED AVERAGE INTEREST RATE | | DAYS UNITIZED | | AVERAGE DAILY BORROWINGS | | WEIGHTED AVERAGE INTEREST RATE |
| 79 | | | AUD 7,666 | | | | 0.49 | % | | | 1 | | | EUR 4,598 | | | | 0.16 | % |
| 78 | | | CAD 4,011 | | | | 0.61 | % | | | 47 | | | HKD 63,210 | | | | 0.46 | % |
| 43 | | | CHF 15,810 | | | | 0.37 | % | | | 16 | | | SGD 7 | | | | 0.00 | % |
| 32 | | | EUR 3,835 | | | | 0.15 | % | | | 235 | | | USD 130,658 | | | | 0.50 | % |
| 33 | | | GBP 17,816 | | | | 0.43 | % | | | | | | | | | | | |
| 20 | | | HKD 20,041 | | | | 0.49 | % | | | | | | | | | | | |
| 276 | | | JPY 1,318,589 | | | | 0.38 | % | | | | | | | | | | | |
| 4 | | | NOK 35,739 | | | | 0.40 | % | | | | | | | | | | | |
| 75 | | | SEK 96,360 | | | | 0.37 | % | | | | | | | | | | | |
| 212 | | | USD 136,136 | | | | 0.50 | % | | | | | | | | | | | |
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 $14,164, $22,153, $457 and $432, respectively.
CONTRACTS FOR DIFFERENCE — The BP Long/Short Equity Fund, BP Long/Short Research Fund, BP Global Long/Short 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.
106 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS |
NOTES TO FINANCIAL STATEMENTS (continued) |
August 31, 2021 |
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, BP Global Long/Short Fund and BP Emerging Markets Dynamic Equity Fund had cash deposits for CFD of $406,933, $110,000 and $9,129,145, 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 Equity Fund, 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:
FUND | | NOTIONAL AMOUNT LONG | | | NOTIONAL AMOUNT SHORT | |
BP Long/Short Equity Fund | | $ | — | | | $ | 3,791,033 | |
BP Long/Short Research Fund | | | 2,774,100 | | | | 54,524,564 | |
BP Global Long/Short Fund | | | 1,785,202 | | | | 5,276,110 | |
BP Emerging Markets Dynamic Equity Fund | | | 20,605,588 | | | | 26,137,481 | |
BP Emerging Markets Fund | | | 1,306,194 | | | | — | |
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 Equity Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Morgan Stanley | | $ | 141,143 | | | $ | 141,143 | | | $ | — | | | $ | — | | | $ | 635,414 | | | $ | 141,143 | | | $ | — | | | $ | 494,271 | |
Total | | $ | 141,143 | | | $ | 141,143 | | | $ | — | | | $ | — | | | $ | 635,414 | | | $ | 141,143 | | | $ | — | | | $ | 494,271 | |
BP Long/Short Research Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs | | $ | 2,742,940 | | | $ | 14,204 | | | $ | — | | | $ | 2,728,736 | | | $ | 14,204 | | | $ | 14,204 | | | $ | — | | | $ | — | |
Macquarie | | | — | | | | — | | | | — | | | | — | | | | 202,156 | | | | — | | | | 390,000 | | | | — | |
Morgan Stanley | | | 1,217,580 | | | | 961,534 | | | | — | | | | 256,046 | | | | 961,534 | | | | 961,534 | | | | 16,933 | | | | — | |
Total | | $ | 3,960,520 | | | $ | 975,738 | | | $ | — | | | $ | 2,984,782 | | | $ | 1,177,894 | | | $ | 975,738 | | | $ | 406,933 | | | $ | — | |
BP Global Long/Short Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs | | $ | 72,038 | | | $ | 72,038 | | | $ | — | | | $ | — | | | $ | 73,540 | | | $ | 72,038 | | | $ | — | | | $ | 1,502 | |
Mac°quarie | | | — | | | | — | | | | — | | | | — | | | | 12,991 | | | | — | | | | 110,000 | | | | — | |
Morgan Stanley | | | — | | | | — | | | | — | | | | — | | | | 75,105 | | | | — | | | | — | | | | 75,105 | |
Total | | $ | 72,038 | | | $ | 72,038 | | | $ | — | | | $ | — | | | $ | 161,636 | | | $ | 72,038 | | | $ | 110,000 | | | $ | 76,607 | |
BP Emerging Markets Dynamic Equity Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Citigroup | | $ | 26,324 | | | $ | 26,324 | | | $ | — | | | $ | — | | | $ | 66,540 | | | $ | 26,324 | | | $ | 320,000 | | | $ | — | |
Goldman Sachs | | | 1,088,942 | | | | 756,957 | | | | — | | | | 331,985 | | | | 756,957 | | | | 756,957 | | | | 420,000 | | | | — | |
HSBC | | | 57,890 | | | | 57,890 | | | | — | | | | — | | | | 103,646 | | | | 57,890 | | | | 260,000 | | | | — | |
Macquarie | | | 11,777 | | | | — | | | | — | | | | 11,777 | | | | — | | | | — | | | | 144,859 | | | | — | |
Morgan Stanley | | | 82,422 | | | | 82,422 | | | | — | | | | — | | | | 331,662 | | | | 82,422 | | | | 7,984,286 | | | | — | |
Total | | $ | 1,267,355 | | | $ | 923,593 | | | $ | — | | | $ | 343,762 | | | $ | 1,258,805 | | | $ | 923,593 | | | $ | 9,129,145 | | | $ | — | |
BP Emerging Markets Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman Sachs | | $ | 139,078 | | | $ | 21,525 | | | $ | — | | | $ | 117,553 | | | $ | 21,525 | | | $ | 21,525 | | | $ | — | | | $ | — | |
Total | | $ | 139,078 | | | $ | 21,525 | | | $ | — | | | $ | 117,553 | | | $ | 21,525 | | | $ | 21,525 | | | $ | — | | | $ | — | |
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.
Annual Report 2021 | 107
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2021
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 Global Equity Advantage Fund) 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. |
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 | | $ | 6,544,864 | | | $ | (139,323 | ) | | $ | 1,430 | | | $ | 6,406,971 | |
BP Long/Short Equity Fund | | | 1,513,644 | | | | (366,046 | ) | | | — | | | | 1,147,598 | |
BP Long/Short Research Fund | | | 10,864,407 | | | | — | | | | — | | | | 10,864,407 | |
BP All-Cap Value Fund | | | 10,960,721 | | | | (479,510 | ) | | | — | | | | 10,481,211 | |
WPG Partners Small/Micro Cap Value Fund | | | 197,100 | | | | (43,934 | ) | | | — | | | | 153,166 | |
BP Global Equity Fund | | | 1,476,366 | | | | (140,758 | ) | | | — | | | | 1,335,608 | |
BP Global Long/Short Fund | | | 1,786,541 | | | | — | | | | — | | | | 1,786,541 | |
BP Emerging Markets Dynamic Equity Fund | | | 854,477 | | | | (168,395 | ) | | | — | | | | 686,082 | |
BP Emerging Markets Fund | | | 164,913 | | | | (123,547 | ) | | | — | | | | 41,366 | |
BP Global Equity Advantage Fund | | | 410,383 | | | | (254,829 | ) | | | — | | | | 155,554 | |
As of the end of the reporting period, the Funds had amounts available for recoupment as follows:
FUND | | August 31, 2022 | | | August 31, 2023 | | | August 31, 2024 | | | TOTAL | |
BP Small Cap Value Fund II | | $ | 406,176 | | | $ | 148,231 | | | $ | 139,323 | | | $ | 693,730 | |
BP Long/Short Equity Fund | | | 45,543 | | | | 242,417 | | | | 366,046 | | | | 654,006 | |
BP All-Cap Value Fund | | | 476,070 | | | | 746,620 | | | | 479,510 | | | | 1,702,200 | |
WPG Partners Small/Micro Cap Value Fund | | | 35,195 | | | | 45,416 | | | | 43,934 | | | | 124,545 | |
BP Global Equity Fund | | | 608,508 | | | | 1,193,888 | | | | 140,758 | | | | 1,943,154 | |
BP Emerging Markets Dynamic Equity Fund | | | 291,221 | | | | 307,711 | | | | 168,395 | | | | 767,327 | |
BP Emerging Markets Fund | | | 162,027 | | | | 178,695 | | | | 123,547 | | | | 464,269 | |
BP Global Equity Advantage Fund | | | 110,276 | | | | 352,836 | | | | 254,829 | | | | 717,941 | |
* | 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.
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.
108 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2021
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, 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.
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 | | $ | 244,420,273 | | | $ | 266,565,725 | |
BP Long/Short Equity Fund | | | 20,049,296 | | | | 64,259,062 | |
BP Long/Short Research Fund | | | 522,600,625 | | | | 1,152,128,426 | |
BP All-Cap Value Fund | | | 668,644,163 | | | | 503,836,381 | |
WPG Partners Small/Micro Cap Value Fund | | | 27,084,340 | | | | 29,972,294 | |
BP Global Equity Fund | | | 141,001,433 | | | | 181,856,026 | |
BP Global Long/Short Fund | | | 114,879,419 | | | | 186,866,950 | |
BP Emerging Markets Dynamic Equity Fund | | | 59,429,888 | | | | 77,567,925 | |
BP Emerging Markets Fund | | | 27,828,376 | | | | 24,413,099 | |
BP Global Equity Advantage Fund | | | 26,702,175 | | | | 30,111,768 | |
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.
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
Annual Report 2021 | 109
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2021
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, 2021, 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 | | $ | 734,568,674 | | | $ | 304,975,691 | | | $ | (20,614,773 | ) | | $ | 284,360,918 | |
BP Long/Short Equity Fund | | | 44,612,423 | | | | 32,124,320 | | | | (2,779,609 | ) | | | 29,344,711 | |
BP Long/Short Research Fund | | | 525,011,455 | | | | 317,624,143 | | | | (20,056,909 | ) | | | 297,567,234 | |
BP All-Cap Value Fund | | | 1,351,693,766 | | | | 708,628,284 | | | | (9,186,774 | ) | | | 699,441,510 | |
WPG Small/Micro Cap Value Fund | | | 28,858,816 | | | | 6,999,011 | | | | (700,615 | ) | | | 6,298,396 | |
BP Global Equity Fund | | | 147,442,833 | | | | 49,495,518 | | | | (8,172,554 | ) | | | 41,322,964 | |
BP Global Long/Short Fund | | | 91,547,716 | | | | 24,232,530 | | | | (11,492,659 | ) | | | 12,739,871 | |
BP Emerging Markets Dynamic Equity Fund | | | 48,151,488 | | | | 6,377,403 | | | | (2,679,448 | ) | | | 3,697,955 | |
BP Emerging Markets Fund | | | 21,492,874 | | | | 3,133,461 | | | | (1,304,044 | ) | | | 1,829,417 | |
BP Global Equity Advantage Fund | | | 34,069,706 | | | | 9,302,345 | | | | (1,265,066 | ) | | | 8,037,279 | |
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, 2021 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 | | | 17,700 | | | | (17,700 | ) |
BP Long/Short Research Fund | | | 6,177,427 | | | | (6,177,427 | ) |
BP All—Cap Value Fund | | | (8,922,121 | ) | | | 8,922,121 | |
WPG Small/Micro Cap Value Fund | | | — | | | | — | |
BP Global Equity Fund | | | — | | | | — | |
BP Global Long/Short Fund | | | 2,177 | | | | (2,177 | ) |
BP Emerging Markets Dynamic Equity Fund | | | — | | | | — | |
BP Emerging Markets Fund | | | — | | | | — | |
BP Global Equity Advantage Fund | | | — | | | | — | |
As of August 31, 2021, 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 | | $ | 14,821,648 | | | $ | 42,631,933 | | | $ | — | | | $ | — | | | $ | — | | | $ | 284,360,915 | |
BP Long/Short Equity Fund | | | — | | | | 2,791,035 | | | | — | | | | (1,275,596 | ) | | | — | | | | 29,496,202 | |
BP Long/Short Research Fund | | | — | | | | 64,542,028 | | | | — | | | | (3,404,863 | ) | | | — | | | | 296,944,488 | |
BP All-Cap Value Fund | | | 32,100,975 | | | | 47,434,695 | | | | — | | | | — | | | | — | | | | 699,441,859 | |
WPG Small/Micro Cap Value Fund | | | 417,749 | | | | — | | | | — | | | | — | | | | — | | | | 6,298,395 | |
BP Global Equity Fund | | | 1,891,621 | | | | — | | | | (28,907,833 | ) | | | — | | | | — | | | | 41,346,603 | |
BP Global Long/Short Fund | | | — | | | | — | | | | (22,882,500 | ) | | | (627,007 | ) | | | (27,125 | ) | | | 12,754,976 | |
BP Emerging Markets Dynamic Equity Fund | | | — | | | | — | | | | (1,047,838 | ) | | | (442,354 | ) | | | — | | | | 3,698,412 | |
BP Emerging Markets Fund | | | 926,735 | | | | 303,862 | | | | — | | | | — | | | | — | | | | 1,830,449 | |
BP Global Equity Advantage Fund | | | 304,195 | | | | 1,523,952 | | | | — | | | | — | | | | — | | | | 8,037,856 | |
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.
110 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2021
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2021 and 2020 was as follows:
| | 2021 | | | 2020 | |
FUND | | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | | | ORDINARY INCOME | | | LONG-TERM GAINS | | | TOTAL | |
BP Small Cap Value Fund II | | $ | 3,711,285 | | | $ | — | | | $ | 3,711,285 | | | $ | 6,975,898 | | | $ | 7,342,323 | | | $ | 14,318,221 | |
BP Long/Short Equity Fund | | | — | | | | 23,768,795 | | | | 23,768,795 | | | | — | | | | 18,723,860 | | | | 18,723,860 | |
BP Long/Short Research Fund | | | — | | | | — | | | | — | | | | 40,387,000 | | | | 28,936,257 | | | | 69,323,257 | |
BP All-Cap Value Fund | | | 9,805,102 | | | | 11,863,033 | | | | 21,668,135 | | | | 27,893,874 | | | | 18,747,281 | | | | 46,641,155 | |
WPG Small/Micro Cap Value Fund | | | 144,307 | | | | — | | | | 144,307 | | | | 108,852 | | | | — | | | | 108,852 | |
BP Global Equity Fund | | | 2,917,436 | | | | — | | | | 2,917,436 | | | | 10,116,438 | | | | — | | | | 10,116,438 | |
BP Global Long/Short Fund | | | 79,283 | | | | — | | | | 79,283 | | | | 7,319,397 | | | | — | | | | 7,319,397 | |
BP Emerging Markets Dynamic Equity Fund | | | 5,338,757 | | | | — | | | | 5,338,757 | | | | 1,296,540 | | | | — | | | | 1,296,540 | |
BP Emerging Markets Fund | | | 129,801 | | | | — | | | | 129,801 | | | | 503,507 | | | | — | | | | 503,507 | |
BP Global Equity Advantage Fund | | | 416,614 | | | | — | | | | 416,614 | | | | 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, 2021, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2021.
For the fiscal year ended August 31, 2021, the following Funds deferred to September 1, 2021, the following qualified late-year losses.
FUND | | LATE-YEAR ORDINARY LOSS DEFERRAL | | POST-OCTOBER CAPITAL LOSS DEFERRAL |
BP Small Cap Value Fund II | | $ | — | | | $ | — | |
BP Long/Short Equity Fund | | | 1,275,596 | | | | — | |
BP Long/Short Research Fund | | | 3,404,863 | | | | — | |
BP All-Cap Value Fund | | | — | | | | — | |
WPG Small/Micro Cap Value Fund | | | — | | | | — | |
BP Global Equity Fund | | | — | | | | — | |
BP Global Long/Short Fund | | | 627,007 | | | | — | |
BP Emerging Markets Dynamic Equity Fund | | | 442,354 | | | | — | |
BP Emerging Markets Fund | | | — | | | | — | |
BP Global Equity Advantage Fund | | | — | | | | — | |
Accumulated capital losses represent net capital loss carryforwards as of August 31, 2021 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. During the fiscal year, the WPG Small/Micro Cap Value Fund had utilized $4,995,702, BP Global Equity Fund had utilized $15,806,924, BP Global Long/Short Fund had utilized $16,093,057, BP Emerging Markets Dynamic Equity Fund had utilized $4,418,457, BP Emerging Markets Fund had utilized $1,747,300 and BP Global Equity Advantage Fund had utilized $2,195,850 of carry forward capital losses.
As of August 31, 2021, the BP Global Equity Fund had short-term post-enactment capital losses of $28,907,833. The BP Global Long/Short Fund had short-term post-enactment capital losses of $22,882,500. The BP Emerging Markets Dynamic Equity Fund had short-term post-enactment capital losses of $1,047,838. 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
Annual Report 2021 | 111
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)
August 31, 2021
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:
FUND | | MARKET VALUE OF SECURITIES LOANED | | MARKET VALUE OF COLLATERAL | | INCOME RECEIVED FROM SECURITIES LENDING |
BP Small Cap Value Fund II | | $ | 135,611,398 | | | $ | 138,807,820 | | | $ | 57,279 | |
BP Long/Short Equity Fund | | | 6,923,720 | | | | 7,088,767 | | | | 10,754 | |
BP All-Cap Value Fund | | | 118,695,192 | | | | 121,525,521 | | | | 47,535 | |
WPG Small/Micro Cap Value Fund | | | 7,372,273 | | | | 7,534,351 | | | | 5,559 | |
BP Global Equity Fund | | | 6,200,112 | | | | 6,303,542 | | | | 8,579 | |
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 AMOUNT NOT OFFSET IN THE STATEMENTS OF ASSETS AND LIABILITIES |
FUND | | GROSS AMOUNT OF RECOGNIZED ASSETS | | GROSS AMOUNTS OFFSET IN THE STATEMENT OF ASSETS AND LIABILITIES | | NET AMOUNT OF ASSETS PRESENTED IN THE STATEMENT OF ASSETS AND LIABILITIES | | FINANCIAL INSTRUMENTS1 | | CASH COLLATERAL RECEIVED | | NET AMOUNT |
BP Small Cap Value Fund II | | $ | 135,611,398 | | | | — | | | $ | 135,611,398 | | | $ | (135,611,398 | ) | | | — | | | | — | |
BP Long/Short Equity Fund | | | 6,923,720 | | | | — | | | | 6,923,720 | | | | (6,923,720 | ) | | | — | | | | — | |
BP All-Cap Value Fund | | | 118,695,192 | | | | — | | | | 118,695,192 | | | | (118,695,192 | ) | | | — | | | | — | |
WPG Small/Micro Cap Value Fund | | | 7,372,273 | | | | — | | | | 7,372,273 | | | | (7,372,273 | ) | | | — | | | | — | |
BP Global Equity Fund | | | 6,200,112 | | | | — | | | | 6,200,112 | | | | (6,200,112 | ) | | | — | | | | — | |
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. |
9. LINE OF CREDIT
The Company, on behalf of the Funds, has established a line of credit (“LoC”) with the Custodian to be used for temporary or emergency purposes, primarily for financing redemption payments. Any loan issued to a Fund utilizing the LoC (each, a “Borrowing Fund” and together, the “Borrowing Funds”) is secured by securities held in the Borrowing Fund’s portfolio. The LoC was renewed on September 14, 2021. The LoC will mature, unless renewed, on September 13, 2022. Borrowing under the LoC is limited to the lesser of (i) $100,000,000, (ii) 20.0% of the gross market value of a Borrowing Fund, or (iii) 33 1/3% of the net market value of the unencumbered assets of a Borrowing Fund. The interest rate paid by the Borrowing Funds on outstanding borrowings is equal to the prime lending rate of the Custodian, which was 3.25% at August 31, 2021.
During the current fiscal period, the Funds’ LoC borrowing activity was as follows:
| | AVERAGE BORROWINGS | | | MAXIMUM AMOUNT OUTSTANDING | | | INTEREST EXPENSE | | AVERAGE INTEREST RATE |
BP Small Cap Value Fund II | | $ | 4,886,333 | | | $ | 11,465,000 | | | $ | 1,323 | | | | 3.25 | % |
BP Long/Short Equity Fund | | | 617,440 | | | | 5,169,000 | | | | 4,682 | | | | 3.25 | % |
BP Long/Short Research Fund | | | 5,489,865 | | | | 32,505,000 | | | | 44,110 | | | | 3.25 | % |
WPG Partners Small/Micro Cap Value Fund | | | 79,091 | | | | 239,000 | | | | 79 | | | | 3.25 | % |
BP Global Equity Fund | | | 12,698,818 | | | | 32,009,000 | | | | 12,611 | | | | 3.25 | % |
BP Global Long/Short Fund | | | 95,857 | | | | 144,000 | | | | 61 | | | | 3.25 | % |
BP Emerging Markets Fund | | | 116,000 | | | | 116,000 | | | | 10 | | | | 3.25 | % |
BP Global Equity Advantage Fund | | | 801,533 | | | | 3,859,000 | | | | 1,085 | | | | 3.25 | % |
112 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
NOTES TO FINANCIAL STATEMENTS (concluded)
August 31, 2021
10. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Funds. When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely affect a Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Funds’ financial statements.
11. 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.
Annual Report 2021 | 113
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, 2021, 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, 2021, 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 Boston Partners Emerging Markets Dynamic Equity Fund | | For the year ended August 31, 2021 | | For each of the two years in the period ended August 31, 2021 | | For each of the five years in the period ended August 31, 2021 |
Boston Partners Emerging Markets Fund | | For the year ended August 31, 2021 | | For each of the two years in the period ended August 31, 2021 | | For each of the three years ended August 31, 2021 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, 2021 | | For each of the two years in the period ended August 31, 2021 | | For each of the two years ended August 31, 2021 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.
114 | Annual Report 2021
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, 2021, 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 29, 2021
Annual Report 2021 | 115
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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2021. During the fiscal year ended August 31, 2021, the following dividends and distributions were paid by each of the Funds:
| | ORDINARY INCOME | | LONG-TERM CAPITAL GAINS |
| | | | | | |
| BP Small Cap Value Fund II | | $3,711,285 | | | $— |
| BP Long/Short Equity Fund | | — | | | 23,768,795 |
| BP Long/Short Research Fund | | — | | | — |
| BP All-Cap Value Fund | | 9,805,102 | | | 11,863,033 |
| WPG Small/Micro Cap Value Fund | | 144,307 | | | — |
| BP Global Equity Fund | | 2,917,436 | | | — |
| BP Global Long/Short Fund | | 79,283 | | | — |
| BP Emerging Markets Dynamic Equity Fund | | 5,338,757 | | | — |
| BP Emerging Markets Fund | | 129,801 | | | — |
| BP Global Equity Advantage Fund | | 416,614 | | | — |
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, 2021 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
| BP Small Cap Value Fund II | | 67.21% | | | |
| BP Long/Short Equity Fund | 0.00% | |
| BP Long/Short Research Fund | 0.00% | |
| 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 | 38.31% | |
| BP Emerging Markets Fund | 93.55% | |
| BP Global Equity Advantage Fund | 84.83% | |
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 | | 67.10% | | | |
| BP Long/Short Equity Fund | 0.00% | |
| BP Long/Short Research Fund | 0.00% | |
| BP All-Cap Value Fund | 100.00% | |
| WPG Small/Micro Cap Value Fund | 100.00% | |
| BP Global Equity Fund | 72.40% | |
| BP Global Long/Short Fund | 100.00% | |
| BP Emerging Markets Dynamic Equity Fund | 1.20% | |
| BP Emerging Markets Fund | 3.92% | |
| BP Global Equity Advantage Fund | 36.92% | |
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 | 0.00% | |
| BP All-Cap Value Fund | 0.00% | |
| WPG Small/Micro Cap Value Fund | 0.00% | |
| BP Global Equity Fund | 0.51% | |
| BP Global Long/Short Fund | 1.94% | |
| BP Emerging Markets Dynamic Equity Fund | 2.09% | |
| BP Emerging Markets Fund | 2.19% | |
| BP Global Equity Advantage Fund | 0.36% | |
116 | Annual Report 2021
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 8/31/2021 |
BP Global Equity Fund | | 3,165,661 | | | 468,670 | | | 0.35799650 | | 0.05300069 | | 8,842,715 |
BP Emerging Markets Dynamic Equity Fund | | 1,311,453 | | | 238,632 | | | 0.24420084 | | 0.04443478 | | 5,370,388 |
BP Emerging Markets Fund | | 559,896 | | | 87,620 | | | 0.27802311 | | 0.04350877 | | 2,013,847 |
Because each Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2021. 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 2022.
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 2021 | 117
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.
Approval of Investment Advisory Agreements
Investment Advisory Agreement Renewal – All Funds (except BP 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 BP Small Cap Value Fund II, BP All-Cap Value Fund, BP Long/Short Equity Fund, BP Long/Short Research Fund, WPG Small/Micro Cap Value Fund, BP Global Equity Fund, BP Global Long/Short Fund, BP Emerging Markets Dynamic Equity Fund, and the BP Emerging Markets Fund (for this section only, each a “Fund” and collectively the “Funds”), at a meeting of the Board held on May 12-13, 2021 (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, 2021, 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 BP All-Cap Value Fund outperformed its benchmark, the Russell 3000 Value Index for one-year, five-year, ten-year and since-inception periods ended March 31, 2021, and underperformed its benchmark for the year-to-date and three-year periods ended March 31, 2021. The Directors also noted that the BP All-Cap Value Fund ranked in the 3rd quintile in its Lipper Performance Group for the one-year period and in the 2nd quintile for the two-year, three-year, four-year and five-year periods ended December 31, 2020.
The Directors noted that the BP 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, 2021, and underperformed its benchmark for the one-year, three-year, five-year, and ten-year periods ended March 31, 2021. The Directors noted that the BP Long/Short Equity Fund’s performance ranked in the 5th quintile in its Lipper Performance Group for the one-year, two-year, three-year, four-year and five-year period ended December 31, 2020.
118 | Annual Report 2021
BOSTON PARTNERS INVESTMENT FUNDS
OTHER INFORMATION (continued)
(unaudited)
The Directors noted that the WPG Small/Micro Cap Value Fund outperformed its primary benchmark, the Russell 2000 Value Index, for the year-to-date period ended March 31, 2021, and underperformed its benchmark for the one-year, three-year, five-year, ten-year, and since-inception periods ended March 31, 2021. The Directors noted that the WPG Small/Micro Cap Value Fund’s performance ranked in the 3rd quintile in its Lipper Performance Group for the two-year and three-year periods, in the 5th quintile for the one-year and four-year periods, and in the 4th quintile for the 5-year period ended December 31, 2020.
Next, the Directors also reviewed the performance of the BP 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, 2021, and underperformed its benchmark for the one-year, three-year, five-year, ten-year, and since-inception periods ended March 31, 2021. The Directors noted that the BP Long/Short Research Fund ranked in the 5th quintile in its Lipper Performance Group for the one-year, two-year, three-year, four-year and five-year periods ended December 31, 2020.
The Directors next reviewed the performance of the BP Small Cap Value Fund II, which outperformed its benchmark, the Russell 2000 Value Index, for the ten-year and since-inception periods ended March 31, 2021, and underperformed its benchmark for the year-to-date, one-year, three-year, and five-year periods ended March 31, 2021. The Directors noted that the BP Small Cap Value Fund II ranked in the 4th quintile in its Lipper Performance Group for the one-year, two-year, four-year and five-year period and in the 3rd quintile for the three-year period ended December 31, 2020.
The Directors also considered the performance of the BP Global Equity Fund, which outperformed its benchmark, the MSCI World Index, for the year-to-date and one-year periods ended March 31, 2021, and underperformed its benchmark for the three-year, five-year, and since-inception periods ended March 31, 2021. They also noted that Fund ranked in the 4th quintile in its Lipper Performance Group for the one-year and two-year periods and in the 5th quintile for the three-year, four-year and five-year periods ended December 31, 2020.
The Directors noted that the BP Global Long/Short Fund had outperformed its benchmark, the MSCI World Index, for the year-to-date period ended March 31, 2021, and underperformed its benchmark for the one-year, three-year, five-year, and since-inception periods ended March 31, 2021. The Directors noted that the BP Global Long/Short Fund ranked in the 5th quintile in its Lipper Performance Group for the one-year, two-year, three-year, four-year and five-year periods ended December 31, 2020.
The Directors then reviewed the performance of the BP Emerging Markets Dynamic Equity Fund, which slightly outperformed its benchmark, the MSCI Emerging Markets Index, for the year-to-date period ended March 31, 2021, and underperformed its benchmark for the one-year, three-year, five-year, and since-inception periods ended March 31, 2021. The Directors also noted that the BP Emerging Markets Dynamic Equity Fund ranked in the 1st quintile in its Lipper Performance Group for the five-year period, in the 2nd quintile for the one-year, two-year and four-year periods, and in the 4th quintile for the 3-year period ended December 31, 2020.
Finally, the Directors noted that the BP Emerging Markets Fund had outperformed its benchmark, the MSCI Emerging Markets Index, for the year-to-date, one-year, and three-year periods ended March 31, 2021, and underperformed its benchmark for the since-inception period ended March 31, 2021. They also noted that Fund ranked in the 3rd quintile in its Lipper Performance Group for the two-year period, in the 5th quintile for the one-year and since-inception periods, and in the 4th quintile for the three-year period ended December 31, 2020.
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 December 31, 2021 for the Funds (through at least February 28, 2022 solely for the BP Emerging Markets Dynamic Equity Fund) to limit total annual operating expenses to agreed upon levels for each Fund.
The Directors noted that the BP 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 4th quintile of its Lipper Expense Group.
The Directors noted that the BP 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 BP Long/Short Research Fund’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 1st quintile of its Lipper Expense Group.
The Directors noted that the BP All-Cap Value Fund’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 1st quintile of its Lipper Expense Group.
The Directors noted that the WPG 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 BP Global Equity Fund’s actual advisor fees ranked in the 2nd quintile of its Lipper Expense Group, and that the total expenses of the Fund ranked in the 4th quintile of its Lipper Expense Group.
Annual Report 2021 | 119
BOSTON PARTNERS INVESTMENT FUNDS
OTHER INFORMATION (continued)
(unaudited)
The Directors noted that the BP 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 4th quintile of its Lipper Expense Group.
The Directors noted that the BP Emerging Markets Dynamic Equity Fund’s actual advisor fees and total expenses ranked in the 4th quintile of its Lipper Expense Group.
The Directors noted that the BP 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, 2022.
Investment Co-Advisory Agreement Renewal — BP 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 BP 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 outperformed its benchmark, the MSCI World Index, for the year-to-date period ended March 31, 2021, and underperformed its benchmark for the one-year and since-inception periods ended March 31, 2021. The Directors also noted that the Fund had commenced operations on May 29, 2019. They also noted that Fund ranked in the 2nd quintile in its Lipper Performance Group for the one-year period and in the 3rd quintile for the since-inception period ended December 31, 2020.
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, 2022.
120 | Annual Report 2021
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 1940 Act. 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 Regulatory Oversight Committee received and reviewed a written report (the “Report”) of Vigilant and the Adviser concerning the operation of the Programs for the period from January 1, 2020 to December 31, 2020 (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) analyses of each Fund’s trading environment and reasonably anticipated trading size; (iii) 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); (iv) that each Fund held a percentage of highly liquid assets above its highly liquid investment minimum at all times during the Period; (v) 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; (vi) 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 (vii) 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 2021 | 121
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: 88 | | Director | | 1988 to present | | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | | 46 | | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | | 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. | | 46 | | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | | Director | | 2012 to present | | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020. Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | | 46 | | 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: 78 | | Director | | 2006 to present | | Since 1997, Consultant, financial services organizations. | | 46 | | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | | Chairman
Director | | 2005 to present
1991 to present | | Retired. | | 46 | | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | | Director | | 2018 to present | | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | | 46 | | 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: 80 | | Director | | 2006 to present | | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | | 46 | | None. |
122 | Annual Report 2021
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: 83 | | 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). | | 46 | | 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: 58 | | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | | N/A | | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | | Treasurer and Secretary | | 2016 to present | | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | | Director of Marketing & Business Development | | 2019 to present | | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC (investment advisory firm). | | N/A | | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | | Assistant Treasurer | | 2018 to present | | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | | N/A | | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | | 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: 62 | | 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: 42 | | Assistant Secretary | | 2017 to present | | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | | N/A | | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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 2021 | 123
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 has served 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.
124 | Annual Report 2021
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 2021 | 125
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. |
126 | Annual Report 2021
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 2021 | 127
INVESTMENT ADVISER |
Boston Partners Global Investors, Inc. |
1 Beacon Street, 30th Floor |
Boston, MA 02108 |
|
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-AR21 | |
Campbell Advantage Fund
of
THE RBB FUND, INC.
Annual Report
August 31, 2021
Campbell Advantage Fund
Shareholder Letter
August 31, 2021 (Unaudited)
For the one-year period ended August 31, 2021, the Campbell Advantage strategy, which is part of the Boston Partners Global Equity Advantage Fund’s strategy, posted positive returns. The performance of the strategy was driven by gains in energies, grains, industrial metals, and soft commodities, with losses occurring in equity indices, fixed income, and foreign exchange trading. The Campbell Advantage strategy’s risk target, which is a function of the strategy’s expected correlation to equities and equity volatility, decreased during the one-year period as the strategy’s correlation to equities rose to its limit. The Campbell Advantage strategy is limited to an expected correlation of 0.2 to the long equity exposure in the Fund provided by Boston Partners, with the goal of maintaining diversification in the Boston Partners Global Equity Advantage Fund’s portfolio.
1
Campbell Advantage Fund
Performance Data
August 31, 2021 (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, 2021 | |
| ONE YEAR | SINCE INCEPTION (1) | |
Class I Shares | 0.17% | -7.13% | |
BarclayHedge BTOP50 Index(2) | 13.60% | 7.33% | |
(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 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,
2
Campbell Advantage Fund
Performance Data (Concluded)
August 31, 2021 (Unaudited)
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 Example
August 31, 2021 (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, 2021 through August 31, 2021, 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, 2021 | Ending Account Value August 31, 2021 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Six- Month Total Investment Return for the Fund |
Actual | $ 1,000.00 | $ 865.10 | $ 6.86 | 1.46% | -13.49% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,017.85 | 7.43 | 1.46 | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio for the period March 1, 2021 to August 31, 2021, 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 365 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. |
4
Campbell Advantage Fund
Consolidated Portfolio Holdings Summary Table
August 31, 2021 (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 | | | 46.5 | % | | $ | 3,369,681 | |
Money Market Deposit Account | | | 10.8 | | | | 785,326 | |
OTHER ASSETS IN EXCESS OF LIABILITIES (including futures and forward foreign currency contracts) | | | 42.7 | | | | 3,098,625 | |
NET ASSETS | | | 100.0 | % | | $ | 7,253,632 | |
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, 2021
| Coupon* | | Maturity Date | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 46.5% | | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 46.5% | | | | | | | | | | | |
United States Treasury Bill | 0.015% | | 10/14/21 | | $ | 1,000 | | | $ | 999,958 | |
United States Treasury Bill | 0.014% | | 11/12/21 | | | 1,100 | | | | 1,099,896 | |
United States Treasury Bill | 0.020% | | 12/16/21 | | | 950 | | | | 949,888 | |
United States Treasury Bill | 0.025% | | 02/10/22 | | | 320 | | | | 319,939 | |
| | | | | | | | | | | |
TOTAL U.S. TREASURY OBLIGATIONS | | | | | | | | | | | |
(Cost $3,369,859) | | | 3,369,681 | |
| | | | | | | | | | | |
| | | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 10.8% | | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(a) | | | 785 | | | | 785,326 | |
| | | | | | | | | | | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT | | | | | | | | | | | |
(Cost $785,326) | | | 785,326 | |
| | | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | |
(Cost $4,155,185) | | | 4,155,007 | |
| | | | | | | | | | | |
TOTAL INVESTMENTS — 57.3% | | | | | | | | | | | |
(Cost $4,155,185) | | | 4,155,007 | |
| | | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 42.7% | | | 3,098,625 | |
NET ASSETS — 100.0% | | $ | 7,253,632 | |
* | 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, 2021. |
The accompanying notes are an integral part of the consolidated financial statements.
6
Campbell Advantage Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2021
Futures contracts outstanding as of August 31, 2021 were as follows:
Long Contracts | Expiration Date | Number of Contracts | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
10 Year Mini Japanese Government Bond | Sep-21 | 63 | | $ | 8,713,430 | | | $ | 6,111 | |
3-Month Euro Euribor | Sep-22 | 67 | | | 19,875,446 | | | | (4,799 | ) |
90-DAY Bank Bill | Sep-22 | 17 | | | 12,430,199 | | | | 586 | |
90-Day Euro | Dec-22 | 77 | | | 19,169,150 | | | | 4,995 | |
Amsterdam Index | Sep-21 | 3 | | | 557,833 | | | | 15,674 | |
Australian 3-Year Bond | Sep-21 | 161 | | | 13,796,928 | | | | 6,548 | |
Australian 10-Year Bond | Sep-21 | 33 | | | 3,519,998 | | | | 24,298 | |
Brent Crude | Dec-21 | 6 | | | 426,000 | | | | 2,470 | |
CAC40 10 Euro | Sep-21 | 3 | | | 236,551 | | | | 2,629 | |
Canadian 10-Year Bond | Dec-21 | 14 | | | 1,621,543 | | | | (4,357 | ) |
Cattle Feeder Futures | Oct-21 | 9 | | | 754,875 | | | | (4,253 | ) |
Cocoa | Dec-21 | 9 | | | 228,600 | | | | (9,687 | ) |
Coffee | Dec-21 | 8 | | | 587,700 | | | | 29,732 | |
Corn | Dec-21 | 11 | | | 293,838 | | | | (11,544 | ) |
Cotton No.2 | Dec-21 | 20 | | | 925,300 | | | | 4,105 | |
DAX Index | Sep-21 | 1 | | | 466,396 | | | | (415 | ) |
Euro BUXL 30-Year Bond Futures | Sep-21 | 5 | | | 1,254,664 | | | | (15,734 | ) |
Euro Stoxx 50 | Sep-21 | 5 | | | 246,865 | | | | 2,650 | |
Euro-Bobl | Sep-21 | 51 | | | 8,127,651 | | | | (8,611 | ) |
Euro-BTP | Sep-21 | 16 | | | 2,895,952 | | | | (21,367 | ) |
Euro-Bund | Sep-21 | 16 | | | 3,314,599 | | | | (16,373 | ) |
Euro-Oat | Sep-21 | 14 | | | 2,664,384 | | | | (12,793 | ) |
Euro-Schatz | Sep-21 | 194 | | | 25,719,454 | | | | (13,118 | ) |
FTSE 100 Index | Sep-21 | 3 | | | 292,700 | | | | 897 | |
FTSE/JSE TOP 40 | Sep-21 | 1 | | | 41,602 | | | | (884 | ) |
FTSE/MIB Index | Sep-21 | 3 | | | 460,669 | | | | (1,189 | ) |
Gasoline RBOB | Oct-21 | 5 | | | 449,799 | | | | 3,226 | |
IBEX 35 Index | Sep-21 | 2 | | | 208,449 | | | | (2,319 | ) |
Live Cattle | Oct-21 | 4 | | | 203,040 | | | | (5,812 | ) |
London Metals Exchange Aluminum | Sep-21 | 22 | | | 1,492,150 | | | | 111,333 | |
London Metals Exchange Aluminum | Dec-21 | 20 | | | 1,358,375 | | | | 66,531 | |
London Metals Exchange Copper | Sep-21 | 3 | | | 714,394 | | | | (47,956 | ) |
London Metals Exchange Copper | Dec-21 | 2 | | | 476,062 | | | | 3,807 | |
London Metals Exchange Nickel | Sep-21 | 6 | | | 704,430 | | | | 45,915 | |
London Metals Exchange Nickel | Dec-21 | 4 | | | 469,104 | | | | 18,373 | |
London Metals Exchange Zinc | Sep-21 | 10 | | | 749,750 | | | | 3,566 | |
London Metals Exchange Zinc | Dec-21 | 8 | | | 601,150 | | | | 4,053 | |
Long Gilt | Dec-21 | 6 | | | 1,057,868 | | | | (6,112 | ) |
Low Sulphur Gasoil G Futures | Oct-21 | 7 | | | 421,225 | | | | 7,988 | |
MSCI Singapore Exchange ETS | Sep-21 | 13 | | | 340,507 | | | | (4,768 | ) |
Nasdaq 100 E-Mini | Sep-21 | 1 | | | 311,650 | | | | 5,848 | |
Natural Gas | Oct-21 | 15 | | | 656,550 | | | | 37,244 | |
OMX Stockholm 30 Index | Sep-21 | 18 | | | 490,964 | | | | (1,370 | ) |
S&P/TSX 60 Index | Sep-21 | 4 | | | 779,868 | | | | 5,477 | |
SGX Nifty 50 | Sep-21 | 47 | | | 1,609,797 | | | | 49,765 | |
Soybean | Nov-21 | 3 | | | 193,875 | | | | (8,571 | ) |
SPI 200 Index | Sep-21 | 10 | | | 1,367,450 | | | | 19,809 | |
Sugar No. 11 (World) | Oct-21 | 45 | | | 999,936 | | | | 51,888 | |
The accompanying notes are an integral part of the consolidated financial statements.
7
Campbell Advantage Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2021
Long Contracts | Expiration Date | Number of Contracts | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
Topix Index | Sep-21 | 1 | | $ | 178,567 | | | $ | 403 | |
U.S. Treasury 2-Year Notes | Dec-21 | 29 | | | 6,389,516 | | | | (122 | ) |
U.S. Treasury 10-Year Notes | Dec-21 | 8 | | | 1,067,625 | | | | (1,435 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | Dec-21 | 7 | | | 1,140,781 | | | | (9,090 | ) |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | Dec-21 | 4 | | | 789,125 | | | | (7,507 | ) |
Wheat | Dec-21 | 8 | | | 288,900 | | | | (9,910 | ) |
WTI Crude | Oct-21 | 4 | | | 274,000 | | | | (1,940 | ) |
| | | | | | | | $ | 303,885 | |
Short Contracts | Expiration Date | Number of Contracts | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
90-Day Sterling | Sep-22 | 150 | | $ | (25,658,641 | ) | | $ | 7,804 | |
Hang Seng Index | Sep-21 | 5 | | | (827,842 | ) | | | (7,608 | ) |
London Metals Exchange Aluminum | Sep-21 | 22 | | | (1,492,150 | ) | | | (113,203 | ) |
London Metals Exchange Aluminum | Dec-21 | 2 | | | (135,838 | ) | | | (7,924 | ) |
London Metals Exchange Copper | Sep-21 | 3 | | | (714,394 | ) | | | (5,802 | ) |
London Metals Exchange Copper | Dec-21 | 1 | | | (238,031 | ) | | | (8,684 | ) |
London Metals Exchange Nickel | Sep-21 | 6 | | | (704,430 | ) | | | (49,724 | ) |
London Metals Exchange Nickel | Dec-21 | 1 | | | (117,276 | ) | | | (4,456 | ) |
London Metals Exchange Zinc | Sep-21 | 10 | | | (749,750 | ) | | | (12,735 | ) |
London Metals Exchange Zinc | Dec-21 | 3 | | | (225,431 | ) | | | (3,452 | ) |
Nikkie 225 (Osaka Securities Exchange) | Sep-21 | 1 | | | (128,073 | ) | | | (3,432 | ) |
Palladium | Dec-21 | 1 | | | (247,100 | ) | | | (17,902 | ) |
Platinum | Oct-21 | 8 | | | (405,640 | ) | | | (10,169 | ) |
Silver | Dec-21 | 3 | | | (360,090 | ) | | | (9,972 | ) |
U.S. Treasury 5-Year Notes | Dec-21 | 3 | | | (371,156 | ) | | | (661 | ) |
| | | | | | | | $ | (247,920 | ) |
Total Futures Contracts | | | | | | | | $ | 55,965 | |
The accompanying notes are an integral part of the consolidated financial statements.
8
Campbell Advantage Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2021
Forward foreign currency contracts outstanding as of August 31, 2021 were as follows:
Currency Purchased | | | | Currency Sold | | | | Expiration Date | Counterparty | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 3,200,000 | | | | | | USD | | | 2,419,097 | | | | | | Sep 15 2021 | NatWest | | $ | (77,926 | ) |
CAD | | | 7,500,000 | | | | | | USD | | | 6,158,076 | | | | | | Sep 15 2021 | NatWest | | | (213,624 | ) |
CHF | | | 3,750,000 | | | | | | USD | | | 4,144,940 | | | | | | Sep 15 2021 | NatWest | | | (48,340 | ) |
EUR | | | 4,300,000 | | | | | | USD | | | 5,147,708 | | | | | | Sep 15 2021 | NatWest | | | (68,930 | ) |
GBP | | | 3,700,000 | | | | | | USD | | | 5,197,454 | | | | | | Sep 15 2021 | NatWest | | | (110,337 | ) |
JPY | | | 601,500,000 | | | | | | USD | | | 5,486,694 | | | | | | Sep 15 2021 | NatWest | | | (18,556 | ) |
NOK | | | 25,950,000 | | | | | | USD | | | 3,017,670 | | | | | | Sep 15 2021 | NatWest | | | (32,855 | ) |
NZD | | | 4,000,000 | | | | | | USD | | | 2,838,696 | | | | | | Sep 15 2021 | NatWest | | | (20,097 | ) |
SEK | | | 33,300,000 | | | | | | USD | | | 3,917,726 | | | | | | Sep 15 2021 | NatWest | | | (58,416 | ) |
USD | | | 5,084,056 | | | | | | AUD | | | 6,850,000 | | | | | | Sep 15 2021 | NatWest | | | 72,485 | |
USD | | | 6,554,425 | | | | | | CAD | | | 8,200,000 | | | | | | Sep 15 2021 | NatWest | | | 55,157 | |
USD | | | 4,744,913 | | | | | | CHF | | | 4,350,000 | | | | | | Sep 15 2021 | NatWest | | | (7,143 | ) |
USD | | | 8,355,664 | | | | | | EUR | | | 7,050,000 | | | | | | Sep 15 2021 | NatWest | | | 28,831 | |
USD | | | 5,589,220 | | | | | | GBP | | | 4,050,000 | | | | | | Sep 15 2021 | NatWest | | | 20,891 | |
USD | | | 8,874,383 | | | | | | JPY | | | 976,500,000 | | | | | | Sep 15 2021 | NatWest | | | (2,819 | ) |
USD | | | 3,587,587 | | | | | | NOK | | | 31,500,000 | | | | | | Sep 15 2021 | NatWest | | | (35,600 | ) |
USD | | | 3,280,707 | | | | | | NZD | | | 4,700,000 | | | | | | Sep 15 2021 | NatWest | | | (31,146 | ) |
USD | | | 5,316,802 | | | | | | SEK | | | 45,900,000 | | | | | | Sep 15 2021 | NatWest | | | (2,787 | ) |
Total Forward Foreign Currency Contracts | | $ | (551,212 | ) |
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, 2021
ASSETS | | | | |
Investments, at value (cost $4,155,185) | | $ | 4,155,007 | |
Deposits with brokers: | | | | |
Futures contracts | | | 2,186,948 | |
Forward foreign currency contracts | | | 1,420,000 | |
Foreign currency deposits with broker for futures contracts (cost $45,581) | | | 45,598 | |
Unrealized appreciation on futures contracts | | | 543,725 | |
Unrealized appreciation on forward foreign currency contracts | | | 177,364 | |
Total assets | | | 8,528,642 | |
LIABILITIES | | | | |
Unrealized depreciation on forward foreign currency contracts | | $ | 728,576 | |
Unrealized depreciation on futures contracts | | | 487,760 | |
Other accrued expenses and liabilities | | | 58,674 | |
Total liabilities | | | 1,275,010 | |
Net assets | | $ | 7,253,632 | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 1,229 | |
Paid-in capital | | | 9,284,265 | |
Total distributable earnings/(loss) | | | (2,031,862 | ) |
Net assets | | $ | 7,253,632 | |
CAPITAL SHARES: | | | | |
Net assets | | $ | 7,253,632 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,228,609 | |
Net asset value, offering and redemption price per share | | $ | 5.90 | |
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, 2021
INVESTMENT INCOME | | | | |
Interest | | $ | 1,909 | |
Total investment income | | | 1,909 | |
EXPENSES | | | | |
Audit and tax service fees | | | 45,364 | |
Administration and accounting fees (Note 2) | | | 28,599 | |
Custodian fees (Note 2) | | | 6,114 | |
Legal fees | | | 5,766 | |
Printing and shareholder reporting fees | | | 4,032 | |
Transfer agent fees (Note 2) | | | 3,390 | |
Officer fees | | | 1,640 | |
Director fees | | | 1,343 | |
Registration and filing fees | | | 690 | |
Other expenses | | | 7,790 | |
Total expenses | | | 104,728 | |
Net investment income/(loss) | | | (102,819 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | (90 | ) |
Futures contracts | | | 365,005 | |
Foreign currency transactions | | | (96,367 | ) |
Forward foreign currency contracts | | | 702,946 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | 21 | |
Futures contracts | | | 53,947 | |
Foreign currency translations | | | (2,221 | ) |
Forward foreign currency contracts | | | (906,510 | ) |
Net realized and unrealized gain/(loss) on investments | | | 116,731 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 13,912 | |
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, 2021 | | | For the Year Ended August 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (102,819 | ) | | $ | (114,419 | ) |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | 971,494 | | | | (986,448 | ) |
Net change in unrealized appreciation/(depreciation) on investments, futures contracts, foreign currency translations and forward foreign currency contracts | | | (854,763 | ) | | | (77,845 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 13,912 | | | | (1,178,712 | ) |
| | | | | | | | |
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 | |
Proceeds from reinvestment of distributions | | | — | | | | 743,737 | |
Shares redeemed | | | — | | | | (3,122,289 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | — | | | | 5,661,518 | |
Total increase/(decrease) in net assets | | | 13,912 | | | | 3,739,069 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 7,239,720 | | | | 3,500,651 | |
End of period | | $ | 7,253,632 | | | $ | 7,239,720 | |
| | | | | | | | |
SHARE TRANSACTIONS: | | | | | | | | |
Shares sold | | | — | | | | 1,282,088 | |
Shares reinvested | | | — | | | | 112,858 | |
Shares redeemed | | | — | | | | (425,852 | ) |
Net increase/(decrease) in shares outstanding | | | — | | | | 969,094 | |
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, 2021 | | | 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 | | $ | 5.89 | | | $ | 13.49 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.08 | ) | | | (0.14 | ) | | | (0.22 | ) |
Net realized and unrealized gain/(loss) on investments(3) | | | 0.09 | | | | (4.59 | ) | | | 3.71 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.01 | | | | (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 | | $ | 5.90 | | | $ | 5.89 | | | $ | 13.49 | |
Total investment return(4) | | | 0.17 | % | | | (37.35 | )% | | | 34.90 | %(6) |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 7,254 | | | $ | 7,240 | | | $ | 3,501 | |
Ratio of expenses to average net assets | | | 1.39 | % | | | 2.74 | % | | | 7.77 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (1.37 | )% | | | (2.12 | )% | | | (7.57 | )%(5) |
Portfolio turnover rate | | | 0 | % | | | 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, 2021
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-nine 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Consolidated Financial Statements is the fiscal period ended August 31, 2021 (the “current fiscal period”).
Consolidation of Subsidiary — The Adviser’s Campbell Advantage Program is 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 of the Fund organized under the acts 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 $1,167,554, which represented 16.10% 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, 2021
| ● | 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 | | $ | 785,326 | | | $ | 785,326 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 390,231 | | | | 390,231 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 103,152 | | | | 103,152 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 50,342 | | | | 50,342 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 177,364 | | | | — | | | | 177,364 | | | | — | |
Total Assets | | $ | 1,506,415 | | | $ | 1,329,051 | | | $ | 177,364 | | | $ | — | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
Short-Term Investments | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (343,696 | ) | | | (343,696 | ) | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (21,985 | ) | | | (21,985 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (122,079 | ) | | | (122,079 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (728,576 | ) | | | — | | | | (728,576 | ) | | | — | |
Total Liabilities | | $ | (1,216,336 | ) | | $ | (487,760 | ) | | $ | (728,576 | ) | | $ | — | |
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, 2021
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 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 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 and location on the Consolidated Statement of Assets and Liabilities 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 & Liabilities Location | | | Commodity Contracts | | | Equity Contracts | | | Interest Rate Contracts | | | Foreign Currency Contracts | | | Total | |
Asset Derivatives |
Futures Contracts (a) | | | Unrealized appreciation on futures contracts | | | $ | 390,231 | | | $ | 103,152 | | | $ | 50,342 | | | $ | — | | | $ | 543,725 | |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 177,364 | | | | 177,364 | |
Total Value - Assets | | | | | | $ | 390,231 | | | $ | 103,152 | | | $ | 50,342 | | | $ | 177,364 | | | $ | 721,089 | |
Liability Derivatives |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | $ | (343,696 | ) | | $ | (21,985 | ) | | $ | (122,079 | ) | | $ | — | | | $ | (487,760 | ) |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | (728,576 | ) | | | (728,576 | ) |
Total Value - Liabilities | | | | | | $ | (343,696 | ) | | $ | (21,985 | ) | | $ | (122,079 | ) | | $ | (728,576 | ) | | $ | (1,216,336 | ) |
(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, 2021
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 | | | $ | 1,497,403 | | | $ | (665,084 | ) | | $ | (467,314 | ) | | $ | — | | | $ | 365,005 | |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 702,946 | | | | 702,946 | |
Total Realized Gain/(Loss) | | | | | | $ | 1,497,403 | | | $ | (665,084 | ) | | $ | (467,314 | ) | | $ | 702,946 | | | $ | 1,067,951 | |
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 | | | $ | 167,998 | | | $ | (55,960 | ) | | $ | (58,091 | ) | | $ | — | | | $ | 53,947 | |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | (906,510 | ) | | | (906,510 | ) |
Total Change in Unrealized Appreciation/(Depreciation) | | | | | | $ | 167,998 | | | $ | (55,960 | ) | | $ | (58,091 | ) | | $ | (906,510 | ) | | $ | (852,563 | ) |
For the year ended August 31, 2021, 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) | |
| $ | 169,965,486 | | | $ | (32,800,713 | ) | | $ | (59,962,469 | ) | | $ | 59,943,064 | |
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, 2021
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 | | $ | 177,364 | | | $ | (177,364 | ) | | $ | — | | | $ | — | | | $ | 728,576 | | | $ | (177,364 | ) | | $ | (551,212 | ) | | $ | — | |
(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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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.
18
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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.
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.
19
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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.
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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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.
20
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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.
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.
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Fund’s shares pursuant to a Distribution Agreement with RBB.
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.
21
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
As of August 31, 2021, 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) |
$6,116,404 | $622,438 | $(1,637,013) | $(1,014,575) |
(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.
Permanent differences as of August 31, 2021, 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 |
$(1,497,712) | $1,497,712 |
As of August 31, 2021, 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 | Capital Loss Carryforward | Unrealized Appreciation/ (Depreciation) |
$1,325,255 | $— | $— | $(1,897,922) | $(1,459,195) |
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 years ended August 31, 2021 and August 31, 2020 was as follows:
| Ordinary Income | Long-Term Gains | Total |
2021 | $— | $— | $— |
2020 | 361,246 | 382,491 | 743,737 |
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, 2021, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2021. As of August 31, 2021, the Fund had no tax basis qualified late-year loss deferral.
22
Campbell Advantage Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2021
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, 2021, the Fund had $1,230,258 of short term and $667,664 of long term capital loss carryovers to offset future capital gains.
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund. When fully implemented, Rule 18f-4 may require changes in how the Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s 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.
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, 2021, and the related consolidated statement of operations for the year then ended, the consolidated statement of changes in net assets for each of the two years then ended, the consolidated financial highlights for the each of the two years in the period ended August 31, 2021 and the period May 31, 2019 (commencement of operations) through August 31, 2019 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, 2021, the consolidated results of its operations for the year then ended and the consolidated changes in its net assets for each of the two years then ended, the consolidated financial highlights for the each of the two years in the period ended August 31, 2021 and the period May 31, 2019 (commencement of operations) through August 31, 2019, 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, 2021, 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 29, 2021
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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2021. During the period ended August 31, 2021, 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 0% 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 2022.
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 12-13, 2021 (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 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 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 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 Funds 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 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 underperformed its benchmark index (the BarclayHedge BTOP50 Index) for the year-to-date, one-year, and since-inception periods ended March 31, 2021. The Directors noted that the Fund ranked in the 4th quintile within its Lipper Performance Group for the one-year period and in the 5th quintile for the since-inception period ended December 31, 2020.
The Board also considered that no advisory fee was payable by the Fund under the Investment Advisory Agreements. 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.
26
Campbell Advantage Fund
Other Information (Concluded)
(Unaudited)
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, 2022.
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | Chairman Director | 2005 to present 1991 to present | Retired. | 46 | 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: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); 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: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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 has served 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, 2021
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 12-13, 2021 (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; (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; (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 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 Campbell. The Directors concluded that Campbell had substantial resources to provide services to the Fund 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 Campbell Advantage Fund had underperformed its benchmark index (Barclay BTOP50 Index) for the year-to-date, one-year, and since-inception periods ended March 31, 2021. The Directors noted that the Fund ranked in the 4th quintile within its Lipper Performance Group for the one-year period and in the 5th quintile for the since-inception period ended December 31, 2020.
The Board also considered that no advisory fee was payable by the Fund under the Investment Advisory Agreement. 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, 2022.
34
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
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-AR21
Campbell Systematic Macro Fund
of
THE RBB FUND, INC.
Class A (TICKER: EBSAX)
Class C (TICKER: EBSCX)
Class I (TICKER: EBSIX)
Annual Report
August 31, 2021
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report
(Unaudited)
FUND PERFORMANCE AND MARKET COMMENTARY
The performance of the Fund was down in September 2020, with losses in equity indices partially offset by gains in fixed income, commodities and foreign exchange. From a strategy perspective, losses came from the Fund’s trend following and short-term strategies, while the Fund’s systematic macro strategies gained.
From a markets perspective, September had a pronounced risk-off tone. Over-bought conditions in US tech stocks, a lack of progress on another US fiscal stimulus package, signs that the global economic recovery was stalling, US presidential election uncertainty, and signs that a new wave of COVID-19 cases was emerging in a variety of regions around the globe led to a general risk-off malaise. In the UK and EU regions, fresh virus outbreaks linked with concerns of a “no deal” Brexit weighed on markets. In commodities, many markets fell due to the US dollar’s strength and concern over global growth prospects.
The performance of the Fund was up in October 2020, with gains in commodities and foreign exchange and losses in equity indices and fixed income. From a strategy perspective, gains came from the Fund’s short-term strategies, while the Fund’s trend following and systematic macro strategies were down.
From a markets perspective, regional developments in the fight against COVID-19 drove market returns, while a cross current of news and events, including speculation on the upcoming US election, led to volatile price action. In equity markets, European indices saw steep losses and, to a lesser extent, so did US indexes, while many markets in Asia actually produced gains. Many Asian countries experienced improved economic growth due to better control over new COVID-19 outbreaks. European markets, on the other hand, saw a resurgence of COVID-19 infections in the region, which prompted flight-to-safety buying as governments announced new lockdown measures.
The performance of the Fund was up in November 2020, with gains in commodities and equity indices and losses in foreign exchange and fixed income. From a strategy perspective, gains came from the Fund’s systematic macro, trend following and short-term strategies.
From a markets perspective, global stock markets rallied early in November after the US presidential and congressional election results indicated a divided government in the US and concerns over a disputed presidential election result began to fade. The optimism continued throughout the month as several pharmaceutical companies reported promising results from COVID-19 vaccine trials. Flight-to-safety buying dissipated in November with the absence of US election surprises and encouraging vaccine news, and demand for US, Australian and UK 10-years notes fell.
The performance of the Fund was up in December 2020, with gains in commodities, equity indices and foreign exchange and losses in fixed income. From a strategy perspective, gains came from the Fund’s systematic macro and trend following strategies, while losses occurred in the Fund’s short-term strategies.
From a markets perspective, many stock markets around the globe rallied as COVID-19 vaccines began to be distributed, the US Congress passed a long-awaited COVID-19 fiscal stimulus package that President Trump signed into law, and the UK and European Union came to a settlement on a Brexit separation agreement. These same factors narrowed credit spreads in the US and European markets and pushed fixed income prices lower in the US and Australia. Brexit uncertainty throughout the month led to higher prices in UK and German 10-year notes.
The performance of the Fund was down in January 2021, with gains in commodities more than offset by losses in fixed income, equity indices and foreign exchange. From a strategy perspective, losses came from the Fund’s trend following and short-term strategies, while gains came from the Fund’s systematic macro strategies.
From a markets perspective, US yields pushed higher as Democrats took control of the Senate and expectations of a large-scale fiscal stimulus package increased. In equity markets, many indexes gained early in January only to reverse later in the month as risk aversion took hold. Concerns about liquidity-induced asset bubbles, retail-driven stock volatility in companies with high levels of outstanding short positions, and limited vaccine availability and distribution hurdles all contributed to the risk-off sentiment. In foreign exchange markets, Latin American currencies were the top underperformers, sinking on regional spreading of the COVID-19 virus and slow vaccine rollouts in the region.
1
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report (Continued)
(Unaudited)
The performance of the Fund gained in February 2021, with gains in commodities, equity indices, and foreign exchange more than offsetting losses in fixed income. From a strategy perspective, gains came from the Fund’s short-term and trend following strategies, while losses came from the Fund’s systematic macro strategies.
From a markets perspective, declining COVID-19 infection rates, improving COVID-19 vaccine distribution trends, and expectations for the passage of President Biden’s large US fiscal stimulus package all served as major tailwinds for global stock markets. Global yields also moved higher as growing concerns about mounting inflationary pressures sparked by pent-up demand from COVID-19 lockdowns combined with massive monetary and fiscal stimulus. In commodity markets, many commodities appreciated, led by energy markets, on declining COVID-19 infection trends, US dollar weakness, and strong expected demand.
The performance of the Fund gained in March 2021, with gains in foreign exchange, equity indices, and commodities and flat performance in fixed income. From a strategy perspective, gains came from the Fund’s systematic macro, short-term and trend following strategies.
From a markets perspective, global equity indices broadly rose throughout March and the US dollar strengthened. Risk-on market conditions pushed US equities to all-time highs, with investors focusing on the successful rollout of another round of stimulus payments as well as continued progress in the COVID-19 vaccine rollout. These factors also led to a stronger US dollar against other major currencies, particularly the Japanese yen, which also suffered as market participants generally anticipated buyers would look overseas, undermining the currency. In Europe, although equity markets initially fell, a spike in COVID-19 cases and reinstatement of government lockdowns did little to prevent indices from following their US counterparts to all-time highs.
The performance of the Fund gained in April 2021, with gains in commodities and equity indices, and losses in foreign exchange and fixed income. From a strategy perspective, gains came from the Fund’s short-term, systematic macro, and trend following strategies.
From a markets perspective, most major global equity indexes advanced during the month as ongoing fiscal and monetary stimulus, especially from the US, along with strong corporate earnings and improving COVID-19 vaccination rates created an ideal environment for equity appreciation. In currency markets, the US dollar experienced a wide-breadth selloff on the US Federal Reserve’s (“Fed”) dovish assurances and President Biden’s expansionary fiscal policy measures. Many global bond prices also fell (yields rose) due to growing inflation concerns. Commodity markets generally rallied, particularly grains and energies, as demand expectations picked up.
The performance of the Fund gained in May 2021, with gains in commodities, foreign exchange, and equity indices and losses in fixed income. From a strategy perspective, gains came from the Fund’s systematic macro, short-term, and trend following strategies.
From a markets perspective, many global stock indexes advanced during the month as economic reopening progress from the pandemic linked with ongoing monetary and fiscal stimulus to create a risk-on backdrop for stocks. Central banks generally held firm on continued easing, with European Central Bank and Fed officials pushing back against market expectations that both central banks would consider reducing quantitative easing measures in the near term. Commentary from the US Federal Open Market Committee (“FOMC”) furthered this theme, as the drumbeat of dovish commentary from FOMC officials insisted that any inflationary pressures would be transitory, weakening the US dollar and sending gold futures higher by over 7% during the month.
The performance of the Fund was relatively flat in June 2021, with gains in commodities and equity indices offset by losses in foreign exchange and fixed income. From a strategy perspective, gains came from the Fund’s systematic macro strategies, while the Fund’s short-term and trend following strategies were down.
From a markets perspective, ongoing monetary and fiscal stimulus, accompanied by improving COVID-19 vaccination rates and expanding economic reopening, provided a tailwind for global equity markets and pushed the US NASDAQ and S&P 500 indexes to new all-time highs during the month. The US dollar and US fixed income prices increased
2
Campbell Systematic Macro Fund
Annual Investment Adviser’s Report (Concluded)
(Unaudited)
when, during the mid-month FOMC meeting, Fed Chair Powell mentioned tapering and described the increase in inflation as largely reflecting transitory factors. In commodity markets, oil markets rallied amid improving demand dynamics linked with tighter supplies.
The performance of the Fund gained in July 2021, with gains in fixed income and commodities and losses in equity indices and foreign exchange. From a strategy perspective, gains came from the Fund’s trend following strategies, while small losses occurred in the Fund’s systematic macro strategies and the performance of the Fund’s short-term strategies was flat.
From a markets perspective, growing risks of rising COVID-19 Delta variant infections, inflation, and supply-side disruptions pressured markets as many continued to weigh ongoing accommodative central bank policies against the likelihood of a slowed global economic recovery. In equity markets, US indices gained on the back of strong Q2 earnings results, while many Asian indices fell due to concerns that the spread of the COVID-19 Delta variant could dampen recovery momentum. The US dollar also traded mostly weaker in July, a reversal from wide-breadth strength experienced in June 2021. Fed officials said that the job market still had “some ground to cover,” meaning that further job growth was likely required, which took some of the momentum out of the US dollar. Commodity markets continued their rally on increased demand and rising inflation concerns.
The performance of the Fund was down in August 2021, with gains in equity indices more than offset by losses in commodities, fixed income and foreign exchange. From a strategy perspective, losses came from the Fund’s systematic macro and short-term strategies, while the Fund’s trend following strategies gained.
From a markets perspective, most major global stock indexes finished August with gains as ongoing fiscal and monetary support continued to provide a tailwind for equities. Another catalyst for risk-on buying was optimism surrounding an increase in vaccination rates to combat the surging COVID-19 Delta variant. In rate markets, the Fed and European Central Bank began to prepare markets for a possible scaling back of quantitative easing measures amid elevated inflation readings, sending longer-dated rates higher.
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 LLC.
3
Campbell Systematic Macro Fund
Performance Data
August 31, 2021 (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 3.50% to a net initial investment of $9,650, 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 periods ended AUGUST 31, 2021 | |
| ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(1) | |
Class A Shares (without sales charge) | 16.03% | 7.46% | 2.49% | 2.91% | |
Class A Shares (with sales charge) | 12.02% | 6.18% | 1.76% | 2.48% | |
BarclayHedge BTOP50 Index (2)(3) | 13.60% | 5.95% | 1.90% | 2.15% | |
S&P 500® Total Return Index (2)(4) | 31.17% | 18.07% | 18.02% | 15.71% | |
(1) | 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. |
(2) | Benchmark performance is from inception date of the Class only and is not the inception date of the benchmark itself. |
(3) | 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. It is not possible to invest directly in an index. |
(4) | This is not a primary benchmark of the Fund. Results of the S&P 500® Total Return Index are presented for general comparative purposes. 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. |
4
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2021 (Unaudited)
Effective January 15, 2021, the outstanding Class P Shares of the Fund were converted into Class A Shares of the Fund. Class A Shares of the Fund have a 3.50% maximum sales charge. Prior to February 16, 2021, the Class A Shares of the Fund had a 5.75% maximum sales charge.
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 for Class A Shares, as stated in the current prospectus dated December 31, 2020, as supplemented, is 2.36% and the Fund’s net operating expense ratio after waivers for Class A Shares 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) for Class A Shares to 2.00% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 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.
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.
5
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2021 (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 periods ended AUGUST 31, 2021 | |
| ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(1) | |
Class C Shares | 15.11% | 6.63% | 1.71% | 3.05% | |
BarclayHedge BTOP50 Index (2)(3) | 13.60% | 5.95% | 1.90% | 2.89% | |
S&P 500® Total Return Index (2)(4) | 31.17% | 18.07% | 18.02% | 15.06% | |
(1) | 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. |
(2) | Benchmark performance is from inception date of the Class only and is not the inception date of the benchmark itself. |
(3) | 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. It is not possible to invest directly in an index. |
(4) | This is not a primary benchmark of the Fund. Results of the S&P 500® Total Return Index are presented for general comparative purposes. 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. |
6
Campbell Systematic Macro Fund
Performance Data (Continued)
August 31, 2021 (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 for Class C Shares, as stated in the current prospectus dated December 31, 2020, as supplemented, is 3.11% and the Fund’s net operating expense ratio after waivers for Class C Shares 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) for Class C Shares to 2.75% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 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.
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, 2021 (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 periods ended AUGUST 31, 2021 | |
| ONE YEAR | THREE YEARS | FIVE YEARS | SINCE INCEPTION(1) | |
Class I Shares | 16.34% | 7.74% | 2.74% | 3.17% | |
BarclayHedge BTOP50 Index (2)(3) | 13.60% | 5.95% | 1.90% | 2.15% | |
S&P 500® Total Return Index (2)(4) | 31.17% | 18.07% | 18.02% | 15.71% | |
(1) | 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. |
(2) | Benchmark performance is from inception date of the Class only and is not the inception date of the benchmark itself. |
(3) | 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. It is not possible to invest directly in an index. |
(4) | This is not a primary benchmark of the Fund. Results of the S&P 500® Total Return Index are presented for general comparative purposes. 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, 2021 (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 for Class I Shares, as stated in the current prospectus dated December 31, 2020, as supplemented, is 2.11% and the Fund’s net operating expense ratio after waivers is for Class I Shares 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) for Class I Shares to 1.75% of the Fund’s average daily net assets. This contractual limitation is in effect until December 31, 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.
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 (Concluded)
August 31, 2021 (Unaudited)
Standard & Poor’s 500 Composite Stock Index (S&P 500 Index)
The 500 stocks in the S&P 500 are chosen by Standard & Poor’s based on industry representation, liquidity and stability. The stocks in the S&P 500 are not the 500 largest companies; rather the Index is designed to capture the returns of many different sectors of the U.S. economy. This index includes dividends reinvested.
NASDAQ Composite Index
Measures all NASDAQ domestic and non-U.S. based common stocks listed on the NASDAQ Stock Market (currently over 3,000 companies). The Index is market-value weighted. This means that each company’s security affects the Index in proportion to its market value. The market value, the last sale price multiplied by total shares outstanding, is calculated throughout the trading day, and is related to the total value of the Index.
10
Campbell Systematic Macro Fund
Fund Expense Example
August 31, 2021 (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, 2021 through August 31, 2021, 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, 2021 | Ending Account Value August 31, 2021 | Expenses Paid During Period * | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class A | $ 1,000.00 | $ 1,096.30 | $ 10.73 | 2.03% | 9.63% |
Class C | 1,000.00 | 1,095.20 | 14.68 | 2.78 | 9.52 |
Class I | 1,000.00 | 1,098.50 | 9.42 | 1.78 | 9.85 |
Hypothetical (5% return before expenses) | | | | | |
Class A | $ 1,000.00 | $ 1,014.97 | $ 10.31 | 2.03% | N/A |
Class C | 1,000.00 | 1,011.19 | 14.09 | 2.78 | N/A |
Class I | 1,000.00 | 1,016.23 | 9.05 | 1.78 | N/A |
* | Expenses are equal to the Fund’s annualized six-month expense ratio for the period March 1, 2021 to August 31, 2021, 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 365 to reflect the one half year period. The Fund’s ending account values on the first line in the table is based on the actual six-month total investment return for the Fund. |
11
Campbell Systematic Macro Fund
Consolidated Portfolio Holdings Summary Table
August 31, 2021 (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 | | | 68.4 | % | | $ | 96,491,595 | |
MONEY MARKET DEPOSIT ACCOUNT: | | | | | | | | |
U.S. Bank Money Market Deposit Account | | | 9.9 | | | | 13,993,774 | |
OTHER ASSETS IN EXCESS OF LIABILITIES (including futures and forward foreign currency contracts) | | | 21.7 | | | | 30,529,677 | |
NET ASSETS | | | 100.0 | % | | $ | 141,015,046 | |
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 Investments for a detailed listing of the Fund’s holdings.
The accompanying notes are an integral part of the consolidated financial statements.
12
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments
August 31, 2021
| Coupon* | Maturity Date | | Par (000’s) | | | Value | |
SHORT-TERM INVESTMENTS — 68.4% | | | | | | | | | | |
U.S. TREASURY OBLIGATIONS — 68.4% | | | | | | | | | | |
United States Treasury Bill | 0.016% | 09/02/21 | | $ | 20,000 | | | $ | 19,999,986 | |
United States Treasury Bill | 0.015% | 10/14/21 | | | 20,000 | | | | 19,999,164 | |
United States Treasury Bill | 0.015% | 11/12/21 | | | 18,500 | | | | 18,498,243 | |
United States Treasury Bill | 0.020% | 12/16/21 | | | 20,000 | | | | 19,997,644 | |
United States Treasury Bill | 0.025% | 02/10/22 | | | 18,000 | | | | 17,996,558 | |
TOTAL U.S. TREASURY OBLIGATIONS | | | | | | | | | | |
(Cost $96,495,875) | | | 96,491,595 | |
| | | | | | | | | | |
| | | | Number of Shares (000’s) | | | | | |
MONEY MARKET DEPOSIT ACCOUNT — 9.9% | | | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01%(a) | | | 13,994 | | | | 13,993,774 | |
TOTAL MONEY MARKET DEPOSIT ACCOUNT | | | | | | | | | | |
(Cost $13,993,774) | | | 13,993,774 | |
| | | | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | |
(Cost $110,489,649) | | | 110,485,369 | |
| | | | | | | | | | |
TOTAL INVESTMENTS — 78.3% | | | | | | | | | | |
(Cost $110,489,649) | | | 110,485,369 | |
| | | | | | | | | | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 21.7% | | | 30,529,677 | |
NET ASSETS — 100.0% | | $ | 141,015,046 | |
* | 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, 2021. |
The accompanying notes are an integral part of the consolidated financial statements.
13
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2021
Futures contracts outstanding as of August 31, 2021 were as follows:
Long Contracts | Expiration Date | Number of Contracts | | Notional Cost | | | Value and Unrealized Appreciation/ (Depreciation) | |
90-Day Euro | Dec-22 | 1,158 | | $ | 288,284,100 | | | $ | 110,400 | |
Australian 3-Year Bond | Sep-21 | 306 | | | 26,222,733 | | | | 34,255 | |
Australian 10-Year Bond | Sep-21 | 198 | | | 21,119,990 | | | | (32,891 | ) |
Brent Crude | Dec-21 | 143 | | | 10,153,000 | | | | 56,374 | |
Canadian 10-Year Bond | Dec-21 | 5 | | | 579,123 | | | | 861 | |
Cattle Feeder Futures | Oct-21 | 39 | | | 3,271,125 | | | | 37,310 | |
Cocoa | Dec-21 | 74 | | | 1,879,600 | | | | 33,767 | |
Copper | Dec-21 | 20 | | | 2,187,500 | | | | 101,114 | |
Corn | Dec-21 | 245 | | | 6,544,562 | | | | (227,841 | ) |
Cotton No.2 | Dec-21 | 43 | | | 1,989,395 | | | | (16,610 | ) |
DJIA Mini E-CBOT | Sep-21 | 29 | | | 5,124,300 | | | | 44,420 | |
Euro BUXL 30-Year Bond Futures | Sep-21 | 31 | | | 7,778,916 | | | | (109,139 | ) |
Euro-Bobl | Sep-21 | 237 | | | 37,769,671 | | | | (71,428 | ) |
Euro-BTP | Sep-21 | 52 | | | 9,411,845 | | | | (51,013 | ) |
Euro-Bund | Sep-21 | 477 | | | 98,816,476 | | | | (614,298 | ) |
Euro-Oat | Sep-21 | 82 | | | 15,605,677 | | | | (88,939 | ) |
FTSE/JSE TOP 40 | Sep-21 | 20 | | | 832,066 | | | | (8,473 | ) |
FTSE/MIB Index | Sep-21 | 20 | | | 3,071,128 | | | | 45,612 | |
Gasoline RBOB | Oct-21 | 2 | | | 179,920 | | | | (1,093 | ) |
Gold 100 Oz | Dec-21 | 40 | | | 7,272,400 | | | | 3,373 | |
Hang Seng Index | Sep-21 | 59 | | | 9,768,536 | | | | 102,663 | |
IBEX 35 Index | Sep-21 | 41 | | | 4,273,213 | | | | (32,904 | ) |
JPN 10-Year Bond (Osaka Securities Exchange) | Sep-21 | 10 | | | 13,830,841 | | | | (8,145 | ) |
Kansas City Hard Red Winter Wheat | Dec-21 | 3 | | | 106,800 | | | | (2,234 | ) |
Live Cattle | Oct-21 | 147 | | | 7,461,720 | | | | (94,174 | ) |
London Metals Exchange Aluminum | Sep-21 | 406 | | | 27,536,950 | | | | 2,460,618 | |
London Metals Exchange Aluminum | Dec-21 | 83 | | | 5,637,256 | | | | 179,400 | |
London Metals Exchange Copper | Sep-21 | 254 | | | 60,485,337 | | | | (671,010 | ) |
London Metals Exchange Copper | Dec-21 | 87 | | | 20,708,719 | | | | 430,878 | |
London Metals Exchange Nickel | Sep-21 | 171 | | | 20,076,255 | | | | 1,323,530 | |
London Metals Exchange Nickel | Dec-21 | 52 | | | 6,098,352 | | | | 96,408 | |
London Metals Exchange Zinc | Sep-21 | 273 | | | 20,468,175 | | | | (16,042 | ) |
London Metals Exchange Zinc | Dec-21 | 105 | | | 7,890,094 | | | | (27,449 | ) |
Low Sulphur Gasoil G Futures | Oct-21 | 34 | | | 2,045,950 | | | | 12,567 | |
MSCI Singapore Exchange ETS | Sep-21 | 100 | | | 2,619,287 | | | | (36,686 | ) |
Nasdaq 100 E-Mini | Sep-21 | 11 | | | 3,428,150 | | | | 125,087 | |
Natural Gas | Oct-21 | 21 | | | 919,170 | | | | 22,209 | |
Nikkie 225 (Osaka Securities Exchange) | Sep-21 | 48 | | | 12,295,051 | | | | 176,933 | |
NY Harbor Ultra-Low Sulfur Diesel | Oct-21 | 1 | | | 89,468 | | | | 3,849 | |
OMX Stockholm 30 Index | Sep-21 | 108 | | | 2,945,784 | | | | 1,465 | |
Russell 2000 E-Mini | Sep-21 | 5 | | | 567,800 | | | | 26,715 | |
S&P 500 E-Mini | Sep-21 | 55 | | | 12,431,375 | | | | 151,147 | |
S&P Mid 400 E-Mini | Sep-21 | 9 | | | 2,476,800 | | | | 87,171 | |
S&P/TSX 60 Index | Sep-21 | 71 | | | 13,842,651 | | | | 9,458 | |
SGX Nifty 50 | Sep-21 | 155 | | | 5,308,905 | | | | 164,105 | |
Soybean | Nov-21 | 86 | | | 5,557,750 | | | | (163,522 | ) |
Soybean Oil | Dec-21 | 117 | | | 4,124,250 | | | | (344,238 | ) |
SPI 200 Index | Sep-21 | 117 | | | 15,999,170 | | | | 176,569 | |
The accompanying notes are an integral part of the consolidated financial statements.
14
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2021
Long Contracts | Expiration Date | Number of Contracts | | Notional Cost | | | Value and Unrealized Appreciation/ (Depreciation) | |
Sugar No. 11 (World) | Oct-21 | 102 | | $ | 2,266,522 | | | $ | 91,364 | |
Topix Index | Sep-21 | 10 | | | 1,785,666 | | | | 28,114 | |
U.S. Treasury 2-Year Notes | Dec-21 | 924 | | | 203,583,188 | | | | 138,409 | |
U.S. Treasury 5-Year Notes | Dec-21 | 312 | | | 38,600,250 | | | | 26,471 | |
U.S. Treasury 10-Year Notes | Dec-21 | 265 | | | 35,365,078 | | | | (2,646 | ) |
U.S. Treasury Long Bond (Chicago Board of Trade) | Dec-21 | 34 | | | 5,540,937 | | | | 3,942 | |
U.S. Treasury Ultra Long Bond (Chicago Board of Trade) | Dec-21 | 14 | | | 2,761,938 | | | | (22,494 | ) |
WTI Crude | Oct-21 | 56 | | | 3,836,000 | | | | 68,294 | |
| | | | | | | | $ | 3,731,583 | |
Short Contracts | Expiration Date | Number of Contracts | | Notional Amount | | | Value and Unrealized Appreciation/ (Depreciation) | |
3-Month Euro Euribor | Sep-22 | 959 | | $ | (284,485,858 | ) | | $ | (9,246 | ) |
90-DAY Bank Bill | Sep-22 | 54 | | | (39,484,329 | ) | | | (5,256 | ) |
90-Day Sterling | Sep-22 | 710 | | | (121,450,901 | ) | | | (25,352 | ) |
Amsterdam Index | Sep-21 | 15 | | | (2,789,165 | ) | | | (17,765 | ) |
Bank Acceptance | Dec-22 | 26 | | | (5,098,918 | ) | | | (3,165 | ) |
CAC40 10 Euro | Sep-21 | 74 | | | (5,834,931 | ) | | | 2,778 | |
Coffee | Dec-21 | 12 | | | (881,550 | ) | | | (35,717 | ) |
DAX Index | Sep-21 | 7 | | | (3,264,771 | ) | | | 5,831 | |
Euro Stoxx 50 | Sep-21 | 93 | | | (4,591,691 | ) | | | 4,814 | |
Euro-Schatz | Sep-21 | 1,911 | | | (253,349,880 | ) | | | (116,751 | ) |
FTSE 100 Index | Sep-21 | 43 | | | (4,195,360 | ) | | | 17,826 | |
London Metals Exchange Aluminum | Sep-21 | 406 | | | (27,536,950 | ) | | | (2,233,850 | ) |
London Metals Exchange Aluminum | Dec-21 | 79 | | | (5,365,581 | ) | | | (226,898 | ) |
London Metals Exchange Copper | Sep-21 | 254 | | | (60,485,338 | ) | | | 905,493 | |
London Metals Exchange Copper | Dec-21 | 74 | | | (17,614,312 | ) | | | (321,842 | ) |
London Metals Exchange Nickel | Sep-21 | 171 | | | (20,076,255 | ) | | | (953,005 | ) |
London Metals Exchange Nickel | Dec-21 | 45 | | | (5,277,420 | ) | | | (213,522 | ) |
London Metals Exchange Zinc | Sep-21 | 273 | | | (20,468,175 | ) | | | (310,489 | ) |
London Metals Exchange Zinc | Dec-21 | 111 | | | (8,340,956 | ) | | | (60,141 | ) |
Long Gilt | Dec-21 | 452 | | | (79,692,693 | ) | | | 351,218 | |
Palladium | Dec-21 | 1 | | | (247,100 | ) | | | (16,322 | ) |
Platinum | Oct-21 | 38 | | | (1,926,790 | ) | | | (34,372 | ) |
Silver | Dec-21 | 42 | | | (5,041,260 | ) | | | (42,487 | ) |
Soybean Meal | Dec-21 | 75 | | | (2,592,000 | ) | | | 107,545 | |
Wheat | Dec-21 | 62 | | | (2,238,975 | ) | | | 61,247 | |
| | | | | | | | $ | (3,169,428 | ) |
Total Futures Contracts | | | | | | | | $ | 562,155 | |
The accompanying notes are an integral part of the consolidated financial statements.
15
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Continued)
August 31, 2021
Forward foreign currency contracts outstanding as of August 31, 2021 were as follows:
Currency Purchased | | | | Currency Sold | | | | Expiration Date | Counterparty | | Unrealized Appreciation/ (Depreciation) | |
AUD | | | 180,700,000 | | | | | | USD | | | 136,173,869 | | | | | | Sep 15 2021 | UBS | | $ | (3,970,829 | ) |
BRL | | | 69,500,000 | | | | | | USD | | | 13,401,768 | | | | | | Sep 15 2021 | UBS | | | 12,867 | |
BRL | | | 6,200,000 | | | | | | USD | | | 1,179,275 | | | | | | Dec 15 2021 | UBS | | | (791 | ) |
CAD | | | 260,550,000 | | | | | | USD | | | 210,249,394 | | | | | | Sep 15 2021 | UBS | | | (3,739,133 | ) |
CHF | | | 28,200,000 | | | | | | USD | | | 31,173,227 | | | | | | Sep 15 2021 | UBS | | | (366,795 | ) |
CLP | | | 7,170,000,000 | | | | | | USD | | | 9,379,026 | | | | | | Sep 15 2021 | UBS | | | (119,198 | ) |
CNH | | | 9,700,000 | | | | | | USD | | | 1,492,359 | | | | | | Sep 15 2021 | UBS | | | 8,527 | |
COP | | | 57,960,000,000 | | | | | | USD | | | 15,303,763 | | | | | | Sep 15 2021 | UBS | | | 61,718 | |
CZK | | | 423,600,000 | | | | | | USD | | | 19,864,892 | | | | | | Sep 15 2021 | UBS | | | (192,155 | ) |
EUR | | | 149,800,000 | | | | | | USD | | | 178,286,465 | | | | | | Sep 15 2021 | UBS | | | (1,356,028 | ) |
GBP | | | 231,100,000 | | | | | | USD | | | 321,693,831 | | | | | | Sep 15 2021 | UBS | | | (3,955,308 | ) |
HUF | | | 8,421,000,000 | | | | | | USD | | | 28,630,953 | | | | | | Sep 15 2021 | UBS | | | (152,522 | ) |
IDR | | | 108,150,000,000 | | | | | | USD | | | 7,455,033 | | | | | | Sep 15 2021 | UBS | | | 117,966 | |
INR | | | 1,706,000,000 | | | | | | USD | | | 22,994,443 | | | | | | Sep 15 2021 | UBS | | | 339,426 | |
JPY | | | 27,507,000,000 | | | | | | USD | | | 250,607,414 | | | | | | Sep 15 2021 | UBS | | | (545,764 | ) |
KRW | | | 3,435,000,000 | | | | | | USD | | | 2,973,926 | | | | | | Sep 15 2021 | UBS | | | (11,931 | ) |
MXN | | | 1,302,000,000 | | | | | | USD | | | 64,393,553 | | | | | | Sep 15 2021 | UBS | | | 298,745 | |
NOK | | | 312,000,000 | | | | | | USD | | | 36,350,267 | | | | | | Sep 15 2021 | UBS | | | (463,470 | ) |
NZD | | | 204,100,000 | | | | | | USD | | | 142,862,965 | | | | | | Sep 15 2021 | UBS | | | 956,025 | |
PHP | | | 832,500,000 | | | | | | USD | | | 16,865,134 | | | | | | Sep 15 2021 | UBS | | | (136,955 | ) |
PLN | | | 124,875,000 | | | | | | USD | | | 33,002,436 | | | | | | Sep 15 2021 | UBS | | | (398,225 | ) |
RUB | | | 540,000,000 | | | | | | USD | | | 7,284,036 | | | | | | Sep 15 2021 | UBS | | | 70,685 | |
SEK | | | 295,500,000 | | | | | | USD | | | 34,081,251 | | | | | | Sep 15 2021 | UBS | | | 165,777 | |
SGD | | | 16,065,000 | | | | | | USD | | | 11,859,818 | | | | | | Sep 15 2021 | UBS | | | 88,887 | |
TWD | | | 209,250,000 | | | | | | USD | | | 7,506,326 | | | | | | Sep 15 2021 | UBS | | | 44,016 | |
USD | | | 178,640,757 | | | | | | AUD | | | 237,550,000 | | | | | | Sep 15 2021 | UBS | | | 4,845,339 | |
USD | | | 13,246,413 | | | | | | BRL | | | 69,500,000 | | | | | | Sep 15 2021 | UBS | | | (168,222 | ) |
USD | | | 175,024,893 | | | | | | CAD | | | 218,750,000 | | | | | | Sep 15 2021 | UBS | | | 1,645,045 | |
USD | | | 38,991,367 | | | | | | CHF | | | 35,400,000 | | | | | | Sep 15 2021 | UBS | | | 319,463 | |
USD | | | 6,187,232 | | | | | | CLP | | | 4,640,000,000 | | | | | | Sep 15 2021 | UBS | | | 194,819 | |
USD | | | 4,579,946 | | | | | | CNH | | | 29,600,000 | | | | | | Sep 15 2021 | UBS | | | (76 | ) |
USD | | | 10,069,837 | | | | | | COP | | | 39,300,000,000 | | | | | | Sep 15 2021 | UBS | | | (348,787 | ) |
USD | | | 13,860,917 | | | | | | CZK | | | 300,400,000 | | | | | | Sep 15 2021 | UBS | | | (90,193 | ) |
USD | | | 210,072,315 | | | | | | EUR | | | 176,250,000 | | | | | | Sep 15 2021 | UBS | | | 1,901,491 | |
USD | | | 309,054,129 | | | | | | GBP | | | 222,700,000 | | | | | | Sep 15 2021 | UBS | | | 2,864,735 | |
USD | | | 19,921,883 | | | | | | HUF | | | 5,970,000,000 | | | | | | Sep 15 2021 | UBS | | | (267,671 | ) |
USD | | | 3,810,241 | | | | | | IDR | | | 55,650,000,000 | | | | | | Sep 15 2021 | UBS | | | (86,544 | ) |
USD | | | 11,431,454 | | | | | | INR | | | 850,000,000 | | | | | | Sep 15 2021 | UBS | | | (194,448 | ) |
USD | | | 275,758,423 | | | | | | JPY | | | 30,378,000,000 | | | | | | Sep 15 2021 | UBS | | | (403,019 | ) |
USD | | | 10,824,290 | | | | | | KRW | | | 12,315,000,000 | | | | | | Sep 15 2021 | UBS | | | 205,085 | |
USD | | | 51,495,985 | | | | | | MXN | | | 1,045,500,000 | | | | | | Sep 15 2021 | UBS | | | (451,632 | ) |
USD | | | 29,917,704 | | | | | | NOK | | | 263,250,000 | | | | | | Sep 15 2021 | UBS | | | (361,781 | ) |
USD | | | 141,715,113 | | | | | | NZD | | | 200,500,000 | | | | | | Sep 15 2021 | UBS | | | 432,862 | |
USD | | | 14,255,164 | | | | | | PHP | | | 706,500,000 | | | | | | Sep 15 2021 | UBS | | | 58,817 | |
USD | | | 28,467,755 | | | | | | PLN | | | 108,750,000 | | | | | | Sep 15 2021 | UBS | | | 73,697 | |
USD | | | 1,826,024 | | | | | | RUB | | | 136,000,000 | | | | | | Sep 15 2021 | UBS | | | (26,276 | ) |
USD | | | 79,329,322 | | | | | | SEK | | | 675,900,000 | | | | | | Sep 15 2021 | UBS | | | 995,764 | |
USD | | | 28,604,653 | | | | | | SGD | | | 38,403,000 | | | | | | Sep 15 2021 | UBS | | | 41,558 | |
The accompanying notes are an integral part of the consolidated financial statements.
16
Campbell Systematic Macro Fund
Consolidated Portfolio of Investments (Concluded)
August 31, 2021
Currency Purchased | | | | Currency Sold | | | | Expiration Date | Counterparty | | Unrealized Appreciation/ (Depreciation) | |
USD | | | 24,336,892 | | | | | | TWD | | | 669,150,000 | | | | | | Sep 15 2021 | UBS | | $ | 192,036 | |
USD | | | 46,259,781 | | | | | | ZAR | | | 671,400,000 | | | | | | Sep 15 2021 | UBS | | | 137,625 | |
ZAR | | | 628,400,000 | | | | | | USD | | | 43,747,813 | | | | | | Sep 15 2021 | UBS | | | (579,563 | ) |
Total Forward Foreign Currency Contracts | | | | | | | | | | | | $ | (2,314,341 | ) |
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.
17
Campbell Systematic Macro Fund
Consolidated Statement of Assets and Liabilities
August 31, 2021
ASSETS | | | | |
Investments, at value (cost $110,489,649) | | $ | 110,485,369 | |
Deposits with brokers: | | | | |
Futures contracts | | | 17,812,126 | |
Forward foreign currency contracts | | | 14,754,702 | |
Unrealized appreciation on forward foreign currency contracts | | | 16,072,975 | |
Unrealized appreciation on futures contracts | | | 7,831,604 | |
Receivable for capital shares sold | | | 387,593 | |
Interest receivable | | | 69 | |
Prepaid expenses and other assets | | | 26,985 | |
Total assets | | | 167,371,423 | |
LIABILITIES | | | | |
Unrealized depreciation on forward foreign currency contracts | | $ | 18,387,316 | |
Unrealized depreciation on futures contracts | | | 7,269,449 | |
Due to broker | | | 398,111 | |
Payable for: | | | | |
Advisory fees | | | 155,980 | |
Capital shares redeemed | | | 71,072 | |
Other accrued expenses and liabilities | | | 74,449 | |
Total liabilities | | | 26,356,377 | |
Net assets | | $ | 141,015,046 | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 15,929 | |
Paid-in capital | | | 145,503,890 | |
Total distributable earnings/(loss) | | | (4,504,773 | ) |
Net assets | | $ | 141,015,046 | |
CAPITAL SHARES: | | | | |
Class A Shares:(1) | | | | |
Net assets applicable to Class A Shares | | $ | 12,612,691 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,440,157 | |
Net asset value, offering and redemption price per share | | $ | 8.76 | |
Maximum offering price per share (100/96.5 of $8.76 and $9.08, respectively) | | $ | 9.08 | |
| | | | |
Class C Shares: | | | | |
Net assets applicable to Class C Shares | | $ | 9,078,800 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,083,137 | |
Net asset value, offering and redemption price per share | | $ | 8.38 | |
| | | | |
Class I Shares: | | | | |
Net assets applicable to Class I Shares | | $ | 119,323,555 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 13,406,025 | |
Net asset value, offering and redemption price per share | | $ | 8.90 | |
(1) | Effective January 15, 2021, the outstanding Class P Shares of the Fund were converted into Class A Shares of the Fund. |
The accompanying notes are an integral part of the consolidated financial statements.
18
Campbell Systematic Macro Fund
Consolidated Statement of Operations
For the Year Ended August 31, 2021
INVESTMENT INCOME | | | | |
Interest | | $ | 132,360 | |
Total investment income | | | 132,360 | |
EXPENSES | | | | |
Advisory fees (Note 2) | | | 2,181,796 | |
Distribution fees - Class A Shares | | | 97,320 | |
Distribution fees - Class C Shares | | | 20,697 | |
Transfer agent fees (Note 2) | | | 175,186 | |
Administration and accounting fees (Note 2) | | | 109,218 | |
Registration and filing fees | | | 87,842 | |
Audit and tax service fees | | | 51,280 | |
Legal fees | | | 42,219 | |
Interest expense | | | 37,984 | |
Officer fees | | | 37,404 | |
Printing and shareholder reporting fees | | | 24,838 | |
Director fees | | | 23,317 | |
Custodian fees (Note 2) | | | 9,658 | |
Other expenses | | | 22,891 | |
Total expenses before waivers and/or reimbursements | | | 2,921,650 | |
Less: waivers and reimbursements (Note 2) | | | (438,636 | ) |
Net expenses after waivers and/or reimbursements | | | 2,483,014 | |
Net investment income/(loss) | | | (2,350,654 | ) |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS |
Net realized gain/(loss) from: | | | | |
Investments | | | — | |
Futures contracts | | | 14,818,933 | |
Foreign currency transactions | | | 219,019 | |
Forward foreign currency contracts | | | 4,827,778 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (81,307 | ) |
Futures contracts | | | 1,557,760 | |
Foreign currency translations | | | 139,323 | |
Forward foreign currency contracts | | | 256,820 | |
Net realized and unrealized gain/(loss) on investments | | | 21,738,326 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 19,387,672 | |
The accompanying notes are an integral part of the consolidated financial statements.
19
Campbell Systematic Macro Fund
Consolidated Statements of Changes in Net Assets
| | For the Year Ended August 31, 2021 | | | For the Period Ended August 31, 2020(1) | | | For the Year Ended September 30, 2019 | |
Increase/(Decrease) in Net Assets From Operations: | | | | | | | | |
Net investment income/(loss) | | $ | (2,350,654 | ) | | $ | (914,301 | ) | | $ | 38,264 | |
Net realized gain/(loss) from investments, futures contracts, foreign currency transactions and forward foreign currency contracts | | | 19,865,730 | | | | (6,706,826 | ) | | | 10,964,907 | |
Net change in unrealized appreciation/(depreciation) on investments, future contracts, foreign currency translation and forward foreign currency contracts | | | 1,872,596 | | | | (4,201,682 | ) | | | (1,806,960 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 19,387,672 | | | | (11,822,809 | ) | | | 9,196,211 | |
| | | | | | | | | | | | |
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 | | | 2,308,824 | | | | 2,170,042 | | | | 1,740,013 | |
Proceeds from Class A exchange(2) | | | 1,359,037 | | | | — | | | | — | |
Proceeds from reinvestment of distributions | | | — | | | | 1,752,767 | | | | 1,510,075 | |
Shares redeemed | | | (2,953,649 | ) | | | (3,571,700 | ) | | | (5,361,030 | ) |
Total from Class A Shares | | | 714,212 | | | | 351,109 | | | | (2,110,942 | ) |
Class C Shares | | | | | | | | | | | | |
Proceeds from shares sold | | | 754,588 | | | | 646,771 | | | | 807,341 | |
Proceeds from reinvestment of distributions | | | — | | | | 1,670,432 | | | | 1,569,438 | |
Shares redeemed | | | (2,022,531 | ) | | | (3,575,911 | ) | | | (5,039,019 | ) |
Total from Class C Shares | | | (1,267,943 | ) | | | (1,258,708 | ) | | | (2,662,240 | ) |
Class I Shares | | | | | | | | | | | | |
Proceeds from shares sold | | | 27,131,524 | | | | 153,840,950 | | | | 48,432,554 | |
Proceeds from reinvestment of distributions | | | — | | | | 6,732,144 | | | | 7,632,232 | |
Shares redeemed | | | (39,760,338 | ) | | | (79,192,957 | ) | | | (92,370,875 | ) |
Total from Class I Shares | | | (12,628,814 | ) | | | 81,380,137 | | | | (36,306,089 | ) |
Class P Shares | | | | | | | | | | | | |
Proceeds from shares sold | | | 298 | | | | 320,354 | | | | 242,864 | |
Proceeds from reinvestment of distributions | | | — | | | | 294,096 | | | | 263,166 | |
Shares redeemed | | | (206,759 | ) | | | (885,125 | ) | | | (30,245,677 | ) |
Shares redeemed from exchange to Class A(2) | | | (1,359,037 | ) | | | — | | | | — | |
Total from Class P Shares | | | (1,565,498 | ) | | | (270,675 | ) | | | (29,739,647 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | (14,748,043 | ) | | | 80,201,863 | | | | (70,818,918 | ) |
Total increase/(decrease) in net assets | | | 4,639,629 | | | | 56,939,349 | | | | (74,693,383 | ) |
(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) | Effective January 15, 2021, the outstanding Class P Shares of the Fund were converted into Class A Shares of the Fund. |
The accompanying notes are an integral part of the consolidated financial statements.
20
Campbell Systematic Macro Fund
Consolidated Statements of Changes in Net Assets (Concluded)
| | For the Year Ended August 31, 2021 | | | For the Period Ended August 31, 2020(1) | | | For the Year Ended September 30, 2019 | |
Net Assets: | | | | | | | | | | | | |
Beginning of period | | $ | 136,375,417 | | | $ | 79,436,068 | | | $ | 154,129,451 | |
End of period | | $ | 141,015,046 | | | $ | 136,375,417 | | | $ | 79,436,068 | |
| | | | | | | | | | | | |
Share Transactions: | | | | | | | | | | | | |
Class A Shares | | | | | | | | | | | | |
Shares sold | | | 266,755 | | | | 263,105 | | | | 190,779 | |
Shares exchanged from Class P(2) | | | 170,620 | | | | — | | | | — | |
Shares reinvested | | | — | | | | 226,749 | | | | 185,285 | |
Shares redeemed | | | (370,683 | ) | | | (430,459 | ) | | | (616,034 | ) |
Total from Class A Shares | | | 66,692 | | | | 59,395 | | | | (239,970 | ) |
Class C Shares | | | | | | | | | | | | |
Shares sold | | | 94,281 | | | | 80,546 | | | | 90,650 | |
Shares reinvested | | | — | | | | 223,022 | | | | 197,413 | |
Shares redeemed | | | (259,840 | ) | | | (446,490 | ) | | | (600,031 | ) |
Total from Class C Shares | | | (165,559 | ) | | | (142,922 | ) | | | (311,968 | ) |
Class I Shares | | | | | | | | | | | | |
Shares sold | | | 3,267,371 | | | | 18,695,402 | | | | 5,483,361 | |
Shares reinvested | | | — | | | | 860,888 | | | | 927,366 | |
Shares redeemed | | | (4,947,584 | ) | | | (9,614,007 | ) | | | (10,591,009 | ) |
Total from Class I Shares | | | (1,680,213 | ) | | | 9,942,283 | | | | (4,180,282 | ) |
Class P Shares | | | | | | | | | | | | |
Shares sold | | | 38 | | | | 35,885 | | | | 25,638 | |
Shares reinvested | | | — | | | | — | | | | — | |
Shares redeemed | | | (26,237 | ) | | | 36,762 | | | | 31,367 | |
Shares exchanged into Class A(2) | | | (164,862 | ) | | | (103,109 | ) | | | (3,411,713 | ) |
Total from Class P Shares | | | (191,061 | ) | | | (30,462 | ) | | | (3,354,708 | ) |
Net increase/(decrease) in shares outstanding | | | (1,970,141 | ) | | | 9,828,294 | | | | (8,086,928 | ) |
(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) | Effective January 15, 2021, the outstanding Class P Shares of the Fund were converted into Class A Shares of the Fund at a conversion factor of 1:1.035. |
The accompanying notes are an integral part of the consolidated financial statements.
21
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 Year Ended August 31, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 7.55 | | | $ | 9.81 | | | $ | 9.49 | | | $ | 9.36 | | | $ | 10.13 | | | $ | 11.17 | |
Net investment income/(loss)(3) | | | (0.16 | ) | | | (0.07 | ) | | | — | (4) | | | (0.03 | ) | | | (0.04 | ) | | | (0.09 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (5) | | | 1.37 | | | | (0.76 | ) | | | 1.45 | | | | 0.16 | | | | (0.73 | ) | | | (0.74 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.21 | | | | (0.83 | ) | | | 1.45 | | | | 0.13 | | | | (0.77 | ) | | | (0.83 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.79 | ) | | | (1.13 | ) | | | — | | | | — | | | | (0.21 | ) |
Net realized capital gain | | | — | | | | (0.64 | ) | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | — | | | | (1.43 | ) | | | (1.13 | ) | | | — | | | | — | | | | (0.21 | ) |
Net asset value, end of period | | $ | 8.76 | | | $ | 7.55 | | | $ | 9.81 | | | $ | 9.49 | | | $ | 9.36 | | | $ | 10.13 | |
Total investment return (6) | | | 16.03 | % | | | (8.86 | )%(7) | | | 17.73 | % | | | 1.39 | % | | | (7.60 | )% | | | (7.60 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 12,613 | | | $ | 10,365 | | | $ | 12,895 | | | $ | 14,744 | | | $ | 24,092 | | | $ | 64,528 | |
Ratio of expenses to average net assets with waivers and reimbursements (10) | | | 2.03 | % | | | 2.15 | %(8) | | | 2.12 | % | | | 1.58 | % | | | 1.15 | % | | | 1.17 | % |
Ratio of expenses to average net assets without waivers and reimbursements (9)(11) | | | 2.36 | % | | | 2.51 | %(8) | | | 2.54 | % | | | 1.96 | % | | | 1.33 | % | | | 1.25 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.93 | )% | | | (0.93 | )%(8) | | | (0.03 | )% | | | (0.32 | )% | | | (0.45 | )% | | | (0.83 | )% |
Portfolio turnover rate (12) | | | 0 | % | | | 0 | %(7) | | | 15 | % | | | 122 | % | | | 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 | 2.00% | 2.12% | 2.07% | 1.58% | 1.15% | 1.15% |
(11) Ratio of gross expenses to average net assets excluding interest expense(9) | 2.33% | 2.48% | 2.49% | 1.96% | 1.33% | 1.23% |
(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.
22
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 Year Ended August 31, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 7.28 | | | $ | 9.51 | | | $ | 9.20 | | | $ | 9.15 | | | $ | 9.98 | | | $ | 11.03 | |
Net investment income/(loss)(3) | | | (0.21 | ) | | | (0.12 | ) | | | (0.07 | ) | | | (0.10 | ) | | | (0.11 | ) | | | (0.17 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (4) | | | 1.31 | | | | (0.74 | ) | | | 1.42 | | | | 0.15 | | | | (0.72 | ) | | | (0.72 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.10 | | | | (0.86 | ) | | | 1.35 | | | | 0.05 | | | | (0.83 | ) | | | (0.89 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.73 | ) | | | (1.04 | ) | | | — | | | | — | | | | (0.16 | ) |
Net realized capital gain | | | — | | | | (0.64 | ) | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | — | | | | (1.37 | ) | | | (1.04 | ) | | | — | | | | — | | | | (0.16 | ) |
Net asset value, end of period | | $ | 8.38 | | | $ | 7.28 | | | $ | 9.51 | | | $ | 9.20 | | | $ | 9.15 | | | $ | 9.98 | |
Total investment return (5) | | | 15.11 | % | | | (9.49 | )%(6) | | | 16.88 | % | | | 0.55 | % | | | (8.32 | )% | | | (8.16 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 9,079 | | | $ | 9,087 | | | $ | 13,237 | | | $ | 15,676 | | | $ | 22,792 | | | $ | 48,712 | |
Ratio of expenses to average net assets with waivers and reimbursements (9) | | | 2.78 | % | | | 2.88 | %(7) | | | 2.87 | % | | | 2.35 | % | | | 1.90 | % | | | 1.92 | % |
Ratio of expenses to average net assets without waivers and reimbursements (8)(10) | | | 3.11 | % | | | 3.27 | %(7) | | | 3.29 | % | | | 2.74 | % | | | 2.08 | % | | | 2.00 | % |
Ratio of net investment income/(loss) to average net assets | | | (2.67 | )% | | | (1.65 | )%(7) | | | (0.78 | )% | | | (1.05 | )% | | | (1.19 | )% | | | (1.58 | )% |
Portfolio turnover rate (11) | | | 0.00 | % | | | 0 | %(6) | | | 15 | % | | | 122 | % | | | 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 | 2.75% | 2.85% | 2.82% | 2.35% | 1.90% | 1.90% |
(10) Ratio of gross expenses to average net assets excluding interest expense(8) | 3.08% | 3.24% | 3.24% | 2.74% | 2.08% | 1.98% |
(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.
23
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 I | |
| | For the Year Ended August 31, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 7.65 | | | $ | 9.93 | | | $ | 9.59 | | | $ | 9.44 | | | $ | 10.20 | | | $ | 11.22 | |
Net investment income/(loss)(3) | | | (0.14 | ) | | | (0.07 | ) | | | 0.02 | | | | (0.01 | ) | | | (0.02 | ) | | | (0.06 | ) |
Net realized and unrealized gain/(loss) on investments, futures, forward currency and swap contracts (4) | | | 1.39 | | | | (0.77 | ) | | | 1.48 | | | | 0.16 | | | | (0.74 | ) | | | (0.73 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1.25 | | | | (0.84 | ) | | | 1.50 | | | | 0.15 | | | | (0.76 | ) | | | (0.79 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.80 | ) | | | (1.16 | ) | | | — | | | | — | | | | (0.23 | ) |
Net realized capital gain | | | — | | | | (0.64 | ) | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | — | | | | (1.44 | ) | | | (1.16 | ) | | | — | | | | — | | | | (0.23 | ) |
Net asset value, end of period | | $ | 8.90 | | | $ | 7.65 | | | $ | 9.93 | | | $ | 9.59 | | | $ | 9.44 | | | $ | 10.20 | |
Total investment return (5) | | | 16.34 | % | | | (8.75 | )%(6) | | | 18.17 | % | | | 1.59 | % | | | (7.45 | )% | | | (7.20 | )% |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 119,324 | | | $ | 115,431 | | | $ | 51,067 | | | $ | 89,456 | | | $ | 279,212 | | | $ | 754,171 | |
Ratio of expenses to average net assets with waivers and reimbursements (9) | | | 1.78 | % | | | 1.88 | %(7) | | | 1.84 | % | | | 1.30 | % | | | 0.90 | % | | | 0.92 | % |
Ratio of expenses to average net assets without waivers and reimbursements (8)(10) | | | 2.11 | % | | | 2.24 | %(7) | | | 2.28 | % | | | 1.64 | % | | | 1.07 | % | | | 1.00 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.68 | )% | | | (0.91 | )%(7) | | | 0.23 | % | | | (0.10 | )% | | | (0.20 | )% | | | (0.58 | )% |
Portfolio turnover rate (11) | | | 0.00 | % | | | 0 | %(6) | | | 15 | % | | | 122 | % | | | 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 | 1.75% | 1.85% | 1.80% | 1.30% | 0.90% | 0.90% |
(10) Ratio of gross expenses to average net assets excluding interest expense(8) | 2.08% | 2.21% | 2.24% | 1.64% | 1.07% | 0.98% |
(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.
24
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements
August 31, 2021
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-nine 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 and Class I shares. Class A and Class I shares commenced operations on March 4, 2013. Class C commenced operations on February 11, 2014.
Class C and Class I shares are offered at net asset value. Class A shares are offered at net asset value plus a maximum sales charge of 3.50%. Prior to February 16, 2021, Class A shares were 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 88.223 billion shares are currently classified into one hundred and ninety-three classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
Effective January 15, 2021 (the “Conversion Date”), the outstanding Class P shares of the Fund were converted into Class A shares of the Fund (the “Class Conversion”). The Class Conversion was completed based on the share classes’ relative net asset values on the Conversion Date, without the imposition of any fees or expenses. All Class P shares of the Fund were converted into Class A shares as of the Conversion Date.
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, 2021, and the period covered by these Notes to Consolidated Financial Statements is the fiscal period ended August 31, 2021 (the “current fiscal period”).
Consolidation of Subsidiary — The Adviser’s Campbell Systematic Macro Program is achieved by the Fund investing up to 25% of its total assets in the Campbell Systematic Macro Offshore Limited (the “Subsidiary”), a wholly-owned and controlled subsidiary of the Fund organized under the acts of the Cayman Islands. The consolidated
25
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 $13,661,341, which represented 9.68% 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.). |
| ● 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 | | $ | 13,993,774 | | | $ | 13,993,774 | | | $ | — | | | $ | — | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 5,995,340 | | | | 5,995,340 | | | | — | | | | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 1,170,708 | | | | 1,170,708 | | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | 665,556 | | | | 665,556 | | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | 16,072,975 | | | | — | | | | 16,072,975 | | | | — | |
Total Assets | | $ | 37,898,353 | | | $ | 21,825,378 | | | $ | 16,072,975 | | | $ | — | |
26
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Commodity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | (6,012,858 | ) | | $ | (6,012,858 | ) | | $ | — | | | $ | — | |
Equity Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (95,828 | ) | | | (95,828 | ) | | | — | | | | — | |
Interest Rate Contracts | | | | | | | | | | | | | | | | |
Futures Contracts | | | (1,160,763 | ) | | | (1,160,763 | ) | | | — | | | | — | |
Foreign Currency Contracts | | | | | | | | | | | | | | | | |
Forward Foreign Currency Contracts | | | (18,387,316 | ) | | | — | | | | (18,387,316 | ) | | | — | |
Total Liabilities | | $ | (25,656,765 | ) | | $ | (7,269,449 | ) | | $ | (18,387,316 | ) | | $ | — | |
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 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 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.
27
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 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 | | | $ | 5,995,340 | | | $ | 1,170,708 | | | $ | 665,556 | | | $ | — | | | $ | 7,831,604 | |
Forward Contracts (a) | | | Unrealized appreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 16,072,975 | | | | 16,072,975 | |
Total Value – Assets | | | | | | $ | 5,995,340 | | | $ | 1,170,708 | | | $ | 665,556 | | | $ | 16,072,975 | | | $ | 23,904,579 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives |
Futures Contracts (a) | | | Unrealized depreciation on futures contracts | | | $ | (6,012,858 | ) | | $ | (95,828 | ) | | $ | (1,160,763 | ) | | $ | — | | | $ | (7,269,449 | ) |
Forward Contracts (a) | | | Unrealized depreciation on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | (18,387,316 | ) | | | (18,387,316 | ) |
Total Value – Liabilities | | | | | | $ | (6,012,858 | ) | | $ | (95,828 | ) | | $ | (1,160,763 | ) | | $ | (18,387,316 | ) | | $ | (25,656,765 | ) |
(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 | | | $ | 14,737,168 | | | $ | 5,434,949 | | | $ | (5,353,184 | ) | | $ | — | | | $ | 14,818,933 | |
Forward Contracts | | | Net realized gain/(loss) from forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 4,827,778 | | | | 4,827,778 | |
Total Realized Gain/(Loss) | | | $ | 14,737,168 | | | $ | 5,434,949 | | | $ | (5,353,184 | ) | | $ | 4,827,778 | | | $ | 19,646,711 | |
28
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 | | | $ | 45,686 | | | $ | 1,618,307 | | | $ | (106,233 | ) | | $ | — | | | $ | 1,557,760 | |
Forward Contracts | | | Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts | | | | — | | | | — | | | | — | | | | 256,820 | | | | 256,820 | |
Total Change in Unrealized Appreciation/(Depreciation) | | | | | | $ | 45,686 | | | $ | 1,618,307 | | | $ | (106,233 | ) | | $ | 256,820 | | | $ | 1,814,580 | |
For the year ended August 31, 2021, 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) | |
| | $904,046,453 | | | | $(653,540,183) | | | | $(2,162,470,643) | | | | $2,177,187,870 | |
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.
29
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 | | $ | 16,072,975 | | | $ | (16,072,975 | ) | | $ | — | | | $ | — | | | | | | | $ | 18,387,316 | | | $ | (16,072,975 | ) | | $ | — | | | $ | 2,314,341 | |
(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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, or in such other manner as the Board deems fair or equitable. 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.
30
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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.
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.
31
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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.
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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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.
32
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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 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, 2021 and may not be terminated without the approval of the Board. The Adviser may discontinue this arrangement at any time after December 31, 2021.
| Expense Cap |
Advisory Fee | Class A* | Class C | Class I |
1.64% | 2.00% | 2.75% | 1.75% |
* | Effective January 15, 2021, the outstanding Class P Shares of the Fund were converted into Class A Shares of the Fund. Prior to that date, the Adviser had contractually agreed maintain an Expense Cap for Class P Shares of the Fund of 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, and 1.89% with respect to Class I 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 |
$2,181,796 | $(438,636) | $1,743,160 |
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.
33
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
As of the end of the reporting period, the Fund had amounts available for recoupment as follows:
Expiration |
August 31, 2023 | August 31, 2024 | Total |
$78,236 | $438,636 | $549,136 |
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.
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Fund’s shares pursuant to a Distribution Agreement with RBB.
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 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.
34
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Continued)
August 31, 2021
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, 2021, 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) |
$130,341,735 | $11,078,211 | $(16,306,118) | $(5,227,907) |
(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, 2021, primarily attributable to investments in wholly-owned controlled foreign corporation were reclassified among the following accounts:
Distributable Earnings/(Loss) | PAID-IN CAPITAL |
$14,740,958 | $(14,740,958) |
As of August 31, 2021, 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 | Other Accumulated | Unrealized Appreciation/ (Depreciation) |
$8,660,018 | $1,491,169 | $— | $— | $(28,114) | $(14,627,846) |
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.
35
Campbell Systematic Macro Fund
Notes To Consolidated Financial Statements (Concluded)
August 31, 2021
The tax character of dividends and distributions paid during the fiscal years ended August 31, 2021 and August 31, 2020 was as follows:
| Ordinary Income | Long-Term Gains | Total |
2021 | $— | $— | $— |
2020 | 6,320,770 | 5,118,935 | 11,439,705 |
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, 2021, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2021. As of August 31, 2021, the Fund had no tax basis qualified late-year loss deferral.
6. New Accounting Pronouncements and Regulatory Updates
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund. When fully implemented, Rule 18f-4 may require changes in how the Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s 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.
36
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, 2021, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets and the consolidated financial highlights for the year then ended and the period from 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, 2021, 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 from October 1, 2019 to August 31, 2020, in conformity with U.S. generally accepted accounting principles.
The consolidated statement of 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 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, 2021, 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 Campbell & Company investment companies since 2015.
Philadelphia, Pennsylvania
October 29, 2021
37
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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2021. During the year ended August 31, 2021, 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 2022.
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
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 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 12-13, 2021 (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 Campbell with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the renewal 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 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 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 Subsidiary and that Campbell’s services had been acceptable.
The Directors also considered the investment performance of the Fund. The Directors noted that the Fund had outperformed its benchmark index (the BarclayHedge BTOP50 Index) for the year-to-date, three-year, five-year and since-inception periods, and underperformed its benchmark for the one-year period, each ended March 31, 2021. The Directors noted that the Fund ranked in the 1st quintile within its Lipper Performance Group for the two-year and four-year periods ended December 31, 2020 and 2nd quintile for the one-year, three-year and five-year periods ended December 31, 2020.
39
Campbell Systematic Macro Fund
Other Information (Concluded)
(Unaudited)
The Board also considered the advisory fee rates 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 (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 and the total expenses of the Fund ranked in the 4th quintile of the Fund’s Lipper Expense Group. In addition, the Directors noted that Campbell had contractually agreed to waive management fees and reimburse expenses through at least December 31, 2021 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 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, 2022.
40
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
41
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: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
42
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 |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
43
Campbell Systematic Macro 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 has served 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
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 |
45
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. |
46
Campbell Systematic Macro Fund
Affirmation of the Commodity Pool Operator
August 31, 2021
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 12-13, 2021 (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 of the Investment Advisory Agreement between the Company 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 Campbell’s services to be provided to the Fund; (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; (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 their respective 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 that Campbell’s services had been acceptable.
The Directors also considered the investment performance of the Fund. The Directors noted that the Fund had outperformed its benchmark index (Barclay BTOP50 Index) for the year-to-date, three-year, five-year and since-inception periods, and underperformed its benchmark for the one-year period, each ended March 31, 2021. The Directors noted that the Fund ranked in the 1st quintile within its Lipper Performance Group for the two-year and four-year periods ended December 31, 2020 and 2nd quintile for the one-year, three-year and five-year periods.
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 and the total expenses of the Fund ranked in the 4th quintile of the Fund’s Lipper Expense Group. In addition, the Directors noted that Campbell has contractually agreed to waive management fees and reimburse expenses through at least December 31, 2021 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 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, 2022.
47
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
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-AR21
ANNUAL report 2021
DriveWealth ETFs
Series of The RBB Fund, Inc.
8/31/21
DriveWealth Power Saver ETF |
DriveWealth Steady Saver ETF |
DriveWealth Power Saver ETF (EERN) | |
DriveWealth Steady Saver ETF (STBL) | |
Table of Contents
| |
Letter to Shareholders | 1 |
Portfolio Characteristics | 2 |
Fund Expense Examples | 4 |
Schedules of Investments | 5 |
Financial Statements | 7 |
Notes to Financial Statements | 13 |
Report of Independent Registered Public Accounting Firm | 22 |
Shareholder Tax Information | 23 |
Notice to Shareholders | 24 |
Privacy Notice | 26 |
Directors and Officers | 32 |
DriveWealth ETFs
Letter to Shareholders
August 31, 2021 (Unaudited)
Dear DriveWealth Steady Saver ETF and/or DriveWealth Power Saver ETF Shareholder:
The DriveWealth ETFs commenced operations on July 26, 2021 and each seek to capture desired net distribution yield1 targets. Under normal market conditions, the DriveWealth Steady Saver ETF (ticker: “STBL”) seeks a net distribution yield of 3% and the DriveWealth Power Saver ETF (ticker: “EERN”) seeks a net distribution yield of 8%. To pursue these stated yields while minimizing risk and expenses, we use technology to create an investable universe of fixed income focused ETF’s and closed-end funds from which each of the DriveWealth ETFs’ portfolio is constructed. As of August 31, 2021, the DriveWealth ETFs’ portfolios each had diversified exposures across fixed income sectors, including high yield credit, emerging markets, local and hard currencies, government bonds, securitized products, and other niche income-oriented asset classes. As of the same date, both portfolios held between 7-10 underlying ETFs and closed-end funds, and those underlying funds each held hundreds of securities, thus allowing us to build very diversified portfolios for the DriveWealth ETFs in what we believe is an efficient and optimized manner.
The portfolios’ respective performance since inception through August 31, 2021 have been as follows: 0.35% for the DriveWealth Steady Saver ETF (STBL) and 1.01% for the DriveWealth Power Saver ETF (EERN). Investments hurting the performance of each of the portfolios have included allocations to underlying funds that hold local emerging market debt and high yield emerging market corporate bonds denominated in U.S. dollars. As the Chinese credit markets have been hurt by news of the debt crisis of China Evergrande Group other credit investments within the emerging markets have weakened in sympathy. Additionally, as the U.S. Federal Reserve has indicated that the tapering of monthly purchases of treasuries and mortgages will commence “soon”, underlying funds that have longer portfolio durations and holdings of mortgages, specifically, have underperformed. This type of volatility in the markets is to be expected, and the performance of the two DriveWealth ETFs is not out of the norm of our expectations.
Looking forward, our diversified exposures and well-rounded factor and sector holdings give us confidence that the two DriveWealth ETFs will generate their respective stated targeted net distribution yields with risk and expenses below those of other similar products in the market. Although the extremely accommodative monetary and fiscal policy environment that has been in place globally since the start of the COVID-19 pandemic has begun to roll back, the DriveWealth ETFs’ portfolios are each well-positioned, in our view, to withstand market volatility and offer shareholders great alternatives to investments in money market funds (in the case of the DriveWealth Steady Saver ETF) or higher-risk holdings in other asset classes (in the case of the DriveWealth Power Saver ETF).
Sincerely,
Stewart Russell
Stewart Russell
Chief Investment Officer
YieldX Inc.
1 | Net distribution yield is defined as the dollar amount of the dividends received by the ETF holders divided by the dollar amount of their ETF holdings annualized. |
DriveWealth Power Saver ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED AUGUST 31, 2021 |
| Since Inception | Inception Date |
DriveWealth Power Saver ETF | 1.01% | 7/26/2021 |
S&P 500® Total Return Index* | 2.43%(1) | — |
Fund Expense Ratios (2): Gross 1.97% and Net 1.49% | | |
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 ratios of the Fund are set forth according to the Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights table in this report. See the Financial Highlights for most current expense ratios. |
* | 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. |
The DriveWealth Power Saver ETF uses the Global Industry Classification StandardSM (“GICSSM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”).
Sector allocation | % of net assets |
Finance and Insurance | 99.8% |
DriveWealth Steady Saver ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED AUGUST 31, 2021 |
| Since Inception | Inception Date |
DriveWealth Steady Saver ETF | 0.35% | 7/26/2021 |
S&P 500® Total Return Index* | 2.43%(1) | — |
Fund Expense Ratios (2): Gross 0.86% and Net 0.66% | | |
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 ratios of the Fund are set forth according to the Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights table in this report. See the Financial Highlights for most current expense ratios. |
* | 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. |
The DriveWealth Steady Saver ETF uses the Global Industry Classification StandardSM (“GICSSM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”).
Sector allocation | % of net assets |
Finance and Insurance | 100.0% |
DriveWealth ETFs
Fund Expense Examples
August 31, 2021 (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, 2021 through August 31, 2021, and held for the entire period. The actual values and expenses are based on the 36-day period from inception on July 26, 2021 through August 31, 2021.
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.
| Beginning Account Value MArch 1, 2021 | Ending Account Value AUGUST 31, 2021 | Expenses Paid During Period* | Annualized Expense Ratio | Actual Since Inception Total Investment Returns for the Funds |
DriveWealth Power Saver ETF | | | | | |
Actual | $ 1,000.00 | $ 1,010.10 | $ 0.37 | 0.37% | 1.01% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,023.34 | 1.89 | 0.37 | N/A |
DriveWealth Steady Saver ETF | | | | | |
Actual | $ 1,000.00 | $ 1,003.50 | $ 0.39 | 0.39% | 0.35% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,023.24 | 1.99 | 0.39 | N/A |
* | Expenses are equal to each Fund’s annualized expense ratio for the period March 1, 2021 through August 31, 2021, 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 365 to reflect the one-half year period. The actual dollar amounts shown are expenses paid by the Funds during the period from the Funds’ inception on July 26, 2021 through August 31, 2021 multiplied by 36 days, which is the number of days from the Funds’ inception through August 31, 2021. Each Fund’s ending account value in the first section in the table is based on the actual since inception total investment return for the Fund. |
DriveWealth Power Saver ETF
Schedule of Investments
August 31, 2021
| | Number of Shares | | | Value | |
Exchange Traded Funds — 28.4% | | | | | | | | |
SPDR Bloomberg Barclays Emerging Markets Local Bond ETF (United States) | | | 1,302 | | | $ | 34,229 | |
VanEck Vectors Emerging Markets High Yield Bond ETF (United States) | | | 1,582 | | | | 37,541 | |
| | | | | | | | |
Total Exchange Traded Funds (Cost $71,476) | | | | | | | 71,770 | |
| | | | | | | | |
Closed-End Mutual Funds — 69.8% | | | | | | | | |
Brookfield Real Assets Income Fund, Inc. (United States) | | | 1,688 | | | | 37,288 | |
DoubleLine Opportunistic Credit Fund (United States) | | | 1,894 | | | | 37,539 | |
Guggenheim Strategic Opportunities Fund (United States) | | | 1,400 | | | | 29,638 | |
PIMCO Income Strategy Fund II (United States) | | | 1,584 | | | | 18,026 | |
Western Asset Global High Income Fund, Inc. (United States) | | | 3,651 | | | | 37,824 | |
Western Asset Managed Municipals Fund, Inc. (United States) | | | 1,173 | | | | 15,871 | |
| | | | | | | | |
Total Closed-End Mutual Funds (Cost $175,131) | | | | | | | 176,186 | |
| | | | | | | | |
Short-Term Investments — 1.6% | | | | | | | | |
First American Government Obligations Fund, Class X, 0.03% (United States)(a) | | | 4,054 | | | | 4,054 | |
Total Short-Term Investments (Cost $4,054) | | | | | | | 4,054 | |
| | | | | | | | |
Total Investments (Cost $250,661) — 99.8% | | | | | | | 252,010 | |
Other Assets in Excess of Liabilities — 0.2% | | | | | | | 519 | |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 10,000 shares outstanding) | | | | | | $ | 252,529 | |
(a) | Seven-day yield as of August 31, 2021. |
ETF Exchange-Traded Fund
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of these financial statements.
DriveWealth Steady Saver ETF
Schedule of Investments
August 31, 2021
| | Number of Shares | | | Value | |
Exchange Traded Funds — 91.4% | | | | | | | | |
Global X US Preferred ETF (United States) | | | 964 | | | $ | 25,112 | |
iShares 0-5 Year High Yield Corporate Bond ETF (United States) | | | 958 | | | | 43,963 | |
iShares 20+ Year Treasury Bond ETF (United States) | | | 248 | | | | 36,910 | |
PGIM Ultra Short Bond ETF (United States) | | | 1,042 | | | | 51,798 | |
SPDR Blackstone Senior Loan ETF (United States) | | | 1,634 | | | | 75,115 | |
SPDR Bloomberg Barclays Emerging Markets Local Bond ETF (United States) | | | 2,874 | | | | 75,557 | |
SPDR Bloomberg Barclays Short Term High Yield Bond ETF (United States) | | | 2,730 | | | | 74,993 | |
VanEck Vectors Emerging Markets High Yield Bond ETF (United States) | | | 3,164 | | | | 75,082 | |
| | | | | | | | |
Total Exchange Traded Funds (Cost $457,623) | | | | | | | 458,530 | |
| | | | | | | | |
Closed-End Mutual Funds — 6.3% | | | | | | | | |
Putnam Master Intermediate Income Trust (United States) | | | 7,780 | | | | 31,664 | |
Total Closed-End Mutual Funds (Cost $32,443) | | | | | | | 31,664 | |
| | | | | | | | |
Short-Term Investments — 2.3% | | | | | | | | |
First American Government Obligations Fund, Class X, 0.03% (United States)(a) | | | 11,535 | | | | 11,535 | |
Total Short-Term Investments (Cost $11,535) | | | | | | | 11,535 | |
| | | | | | | | |
Total Investments (Cost $501,601) — 100.0% | | | | | | | 501,729 | |
Other Assets in Excess of Liabilities — 0.0% | | | | | | | 6 | |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 20,000 shares outstanding) | | | | | | $ | 501,735 | |
(a) | Seven-day yield as of August 31, 2021. |
ETF Exchange-Traded Fund
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of these financial statements.
DriveWealth ETFs
Statements of Assets and Liabilities
August 31, 2021
| | DriveWealth Power Saver ETF | | | DriveWealth Steady Saver ETF | |
ASSETS | | | | | | | | |
Investments in securities of unaffiliated issurers, at value (cost $246,607 and $490,066, respectively) | | $ | 247,956 | | | $ | 490,194 | |
Short-term investments, at value (cost $4,054 and $11,535, respectively) | | | 4,054 | | | | 11,535 | |
Receivables for: | | | | | | | | |
Dividends | | | 598 | | | | 171 | |
Total assets | | | 252,608 | | | | 501,900 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Payables for: | | | | | | | | |
Advisory fees | | | 79 | | | | 165 | |
Total liabilities | | | 79 | | | | 165 | |
Net assets | | $ | 252,529 | | | $ | 501,735 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Par value | | $ | 10 | | | $ | 20 | |
Paid-in capital | | | 249,990 | | | | 500,142 | |
Total distributable earnings/(losses) | | | 2,529 | | | | 1,573 | |
Net assets | | $ | 252,529 | | | $ | 501,735 | |
| | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 10,000 | | | | 20,000 | |
Net asset value, price per share | | | 25.25 | | | | 25.09 | |
The accompanying notes are an integral part of these financial statements.
DriveWealth ETFs
Statements of Operations
FOR THE period ENDED August 31, 2021
| | DriveWealth Power Saver ETF* | | | DriveWealth Steady Saver ETF* | |
INVESTMENT INCOME | | | | | | | | |
Dividends | | $ | 1,147 | | | $ | 1,626 | |
Total investment income | | | 1,147 | | | | 1,626 | |
| | | | | | | | |
EXPENSES | | | | | | | | |
Advisory fees (Note 3) | | | 206 | | | | 274 | |
Total expenses | | | 206 | | | | 274 | |
Expense fees (waived)/reimbursed | | | (116 | ) | | | (93 | ) |
Net expenses after waivers/reimbursements | | | 90 | | | | 181 | |
Net investment income/(loss) | | | 1,057 | | | | 1,445 | |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | |
Net realized gain/(loss) from investments | | | 123 | | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | 1,349 | | | | 128 | |
Net realized and unrealized gain/(loss) on investments | | | 1,472 | | | | 128 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 2,529 | | | $ | 1,573 | |
* | Inception date of the Fund was July 26, 2021. |
The accompanying notes are an integral part of these financial statements.
DriveWealth Power Saver ETF
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED AUGUST 31, 2021* | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | 1,057 | |
Net realized gain/(loss) from investments | | | 123 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 1,349 | |
Net increase/(decrease) in net assets resulting from operations | | | 2,529 | |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 250,000 | |
Shares redeemed | | | — | |
Net increase/(decrease) in net assets from capital share transactions | | | 250,000 | |
Total increase/(decrease) in net assets | | | 252,529 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 252,529 | |
| | | | |
SHARES TRANSACTIONS: | | | | |
Shares sold | | | 10,000 | |
Shares redeemed | | | — | |
Net increase/(decrease) in shares outstanding | | | 10,000 | |
* | Inception date of the Fund was July 26, 2021. |
The accompanying notes are an integral part of these financial statements.
DriveWealth Steady Saver ETF
Statement of Changes in Net Assets
| | FOR THE PERIOD ENDED AUGUST 31, 2021* | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | 1,445 | |
Net realized gain/(loss) from investments | | | — | |
Net change in unrealized appreciation/(depreciation) on investments | | | 128 | |
Net increase/(decrease) in net assets resulting from operations | | | 1,573 | |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 500,162 | |
Shares redeemed | | | — | |
Net increase/(decrease) in net assets from capital share transactions | | | 500,162 | |
Total increase/(decrease) in net assets | | | 501,735 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 501,735 | |
| | | | |
SHARES TRANSACTIONS: | | | | |
Shares sold | | | 20,000 | |
Shares redeemed | | | — | |
Net increase/(decrease) in shares outstanding | | | 20,000 | |
* | Inception date of the Fund was July 26, 2021. |
The accompanying notes are an integral part of these financial statements.
DriveWealth Power Saver 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 period. This information has been derived from information provided in the financial statements.
| | For the Period Ended august 31, | |
| | 2021(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 25.00 | |
Net investment income/(loss)(2) | | | 0.11 | |
Net realized and unrealized gain/(loss) from investments | | | 0.14 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.25 | |
Net asset value, end of period | | $ | 25.25 | |
Market value, end of period | | $ | 25.27 | |
Total investment return/(loss) on net asset value(3) | | | 1.01 | %(5) |
Total investment return/(loss) on market price(4) | | | 1.08 | %(5) |
RATIO/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 253 | |
Ratio of expenses to average net assets with waivers and/or reimbursements | | | 0.85 | %(6) |
Ratio of expenses to average net assets without waivers and/or reimbursements | | | 0.37 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 4.25 | %(6) |
Portfolio turnover rate | | | 11 | %(5)(7) |
(1) | Inception date of the Fund was July 26, 2021. |
(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. |
(7) | Excludes effect of in-kind transfers. |
The accompanying notes are an integral part of these financial statements.
DriveWealth Steady Saver 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 period. This information has been derived from information provided in the financial statements.
| | FOR THE PERIOD ENDED AUGUST 31, | |
| | 2021(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 25.00 | |
Net investment income/(loss)(2) | | | 0.08 | |
Net realized and unrealized gain/(loss) from investments | | | 0.01 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.09 | |
Net asset value, end of period | | $ | 25.09 | |
Market value, end of period | | $ | 25.09 | |
Total investment return/(loss) on net asset value(3) | | | 0.35 | %(5) |
Total investment return/(loss) on market price(4) | | | 0.38 | %(5) |
RATIO/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 502 | |
Ratio of expenses to average net assets with waivers and/or reimbursements | | | 0.59 | %(6) |
Ratio of expenses to average net assets without waivers and/or reimbursements | | | 0.39 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 3.02 | %(6) |
Portfolio turnover rate | | | 0 | %(5)(7) |
(1) | Inception date of the Fund was July 26, 2021. |
(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. |
(7) | Excludes effect of in-kind transfers. |
The accompanying notes are an integral part of these financial statements.
DriveWealth ETFs
Notes to Financial Statements
August 31, 2021
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-nine separate investment portfolios, including the DriveWealth Power Saver ETF (“Power Saver ETF”) and the DriveWealth Steady Saver ETF (“Steady Saver ETF”) (each a “Fund” and together the “Funds”). The Funds commenced investment operations on July 26, 2021.
RBB has authorized capital of one hundred billion shares of common stock of which 88.223 billion shares are currently classified into one hundred and ninety-three classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The investment objective of the Funds is to provide investors with current income.
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, 2021, and the period covered by these Notes to Financial Statements is the since inception period from July 26, 2021 through August 31, 2021 (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.
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,
DriveWealth ETFs
Notes to Financial Statements (continued)
August 31, 2021
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.). |
| ● | 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:
Power Saver ETF
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Exchange Traded Funds | | $ | 71,770 | | | $ | 71,770 | | | $ | — | | | $ | — | |
Closed-End Mutual Funds | | | 176,186 | | | | 176,186 | | | | — | | | | — | |
Short-Term Investments | | | 4,054 | | | | 4,054 | | | | — | | | | — | |
Total Investments* | | $ | 252,010 | | | $ | 252,010 | | | $ | — | | | $ | — | |
STEADY Saver ETF
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | |
Exchange Traded Funds | | $ | 458,530 | | | $ | 458,530 | | | $ | — | | | $ | — | |
Closed-End Mutual Funds | | | 31,664 | | | | 31,664 | | | | — | | | | — | |
Short-Term Investments | | | 11,535 | | | | 11,535 | | | | — | | | | — | |
Total Investments* | | $ | 501,729 | | | $ | 501,729 | | | $ | — | | | $ | — | |
* | Please refer to the Schedule 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 Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been
DriveWealth ETFs
Notes to Financial Statements (continued)
August 31, 2021
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 gains are recorded as a reduction of cost of investments and/or as a realized gain. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all of the RBB or Trust funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, or in such other manner as the Board deems fair or equitable. 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. The Funds declare and pay any taxable capital gains at least annually 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.
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. Although vaccines for COVID-19 are becoming more available, the operational and financial performance of the issuers of securities in which the Funds invest depends on
DriveWealth ETFs
Notes to Financial Statements (continued)
August 31, 2021
future developments, including the duration and spread of the outbreak and the pace of recovery which may vary from market to market, 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 (“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.
TYPES OF EQUITY SECURITIES - In addition to common stock, the equity securities that the Fund may purchase include securities having equity characteristics, such as rights. Common stock represents an equity or ownership interest in a company. This interest often gives the Fund the right to vote on measures affecting the company’s organization and operations. Equity securities have a history of long-term growth in value, but their prices tend to fluctuate in the shorter term. Rights essentially are options to purchase equity securities at specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities. Rights normally have a short duration and are distributed directly by the issuer to its shareholders. Rights have no voting rights, receive no dividends, and have no rights with respect to the assets of the issuer.
SECURITIES OF OTHER INVESTMENT COMPANIES - The Fund may invest in securities of other investment companies, including ETF shares and shares of money market funds. The Fund’s investment in these securities (other than shares of money market funds and of certain ETFs) may be subject to certain limitations imposed by the 1940 Act — generally, a prohibition on acquiring more than 3 percent of the outstanding voting stock of another investment company. Investment companies such as ETFs and money market funds pay investment advisory and other fees and incur various expenses in connection with their operations. When the Fund invests in another investment company, shareholders of the Fund will indirectly bear these fees and expenses, which will be in addition to the fees and expenses of the Fund.
DriveWealth ETFs
Notes to Financial Statements (continued)
August 31, 2021
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.
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 YieldX Advisers, LLC (“YieldX”) 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
Red Gate Advisers, LLC (“Red Gate” or the “Adviser”) serves as the investment adviser to the Funds. YieldX and Vident Investment Advisory, LLC (“Vident”), each serves as an investment sub-adviser (“Sub-Advisers”) to the Funds. Subject to the supervision of the Board, the Adviser manages the overall investment operations of the Funds, primarily in the form of oversight of the Sub-Advisers pursuant to the terms of the Investment Advisory Agreement between the Adviser and the Company on behalf of the Funds. Each Fund compensates the Adviser with a unitary management fee for its services at an annual rate based on
DriveWealth ETFs
Notes to Financial Statements (continued)
August 31, 2021
each Fund’s average daily net assets (the “Advisory Fee”), payable on a monthly basis in arrears as shown in the following table. From the Advisory Fee, the Adviser pays most of the expenses of each Fund, including the cost of sub-advisory, 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.
The Adviser has contractually agreed to waive a portion of it’s unitary management fee for the first year of each Fund’s operations to the extent that total annual Fund operating expenses (excluding brokerage commissions, taxes, interest expense, acquired fund fees and expenses, and any extraordinary expenses) exceed the rate “(Expense Caps”) shown in the following table of each Fund’s average daily net assets. This contractual limitation is in effect until December 31, 2022 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after December 31, 2022.
FUND | | Advisory Fee | | | Expense Cap | |
Power Saver ETF | | | 0.85 | % | | | 0.37 | % |
Steady Saver ETF | | | 0.59 | | | | 0.39 | |
During the current fiscal period, investment advisory fees accrued and waived were as follows:
FUND | | Gross advisory fees | | | waivers and/or reimbursements | | | NET Advisory fees | |
Power Saver ETF | | $ | 206 | | | $ | (116 | ) | | $ | 90 | |
Steady Saver ETF | | | 274 | | | | (93 | ) | | | 181 | |
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.
Vigilant Distributors, LLC (the “Distributor”) serves as the principal underwriter and distributor of the Funds’ shares pursuant to a Distribution Agreement with RBB.
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, an affiliate of the Adviser, 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. As of the end of the reporting period, there were no director and officer fees charged or paid by the Funds.
DriveWealth ETFs
Notes to Financial Statements (continued)
August 31, 2021
4. PURCHASES AND SALES OF INVESTMENT SECURITIES
During the current fiscal period, aggregate purchases and sales of investment securities (excluding in-kind transactions and short-term investments) of the Funds were as follows:
FUND | | PURCHASES | | | SALES | |
Power Saver ETF | | $ | 29,862 | | | $ | 27,826 | |
Steady Saver ETF | | | — | | | | — | |
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 of in-kind transactions of the Funds were as follows:
FUND | | PURCHASES | | | SALES | |
Power Saver ETF | | $ | 244,716 | | | $ | — | |
Steady Saver ETF | | | 490,066 | | | | — | |
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, 2021, 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) | |
Power Saver ETF | | $ | 250,661 | | | $ | 1,592 | | | $ | (243 | ) | | $ | 1,349 | |
Steady Saver ETF | | | 501,601 | | | | 1,024 | | | | (896 | ) | | | 128 | |
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.
As of August 31, 2021, there were no permanent differences between distributable earnings/(loss) and paid-in capital, respectively.
DriveWealth ETFs
Notes to Financial Statements (Continued)
August 31, 2021
As of August 31, 2021, the components of distributable earnings on a tax basis were as follows:
FUND | | Undistributed Ordinary income | | | Undistributed long-term capital gains | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
Power Saver ETF | | $ | 1,180 | | | $ | — | | | $ | 1,349 | |
Steady Saver ETF | | | 1,445 | | | | — | | | | 128 | |
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.
6. SHARE TRANSACTIONS
Shares of the Funds are listed and traded on the NYSE Arca, 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 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 $500, 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. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Funds. When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely affect a Fund’s performance and increase costs related to a Fund’s use of derivatives.
DriveWealth ETFs
Notes to Financial Statements (CONCLUDED)
August 31, 2021
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Funds’ financial statements.
8. 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.
DriveWealth ETFs
Report of Independent Registered Public Accounting Firm
To the Board of Directors of The RBB Fund, Inc. and Shareholders of DriveWealth Steady Saver ETF and DriveWealth Power Saver ETF
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of DriveWealth Steady Saver ETF and DriveWealth Power Saver ETF (two of the funds constituting The RBB Fund, Inc., hereafter collectively referred to as the “Funds”) as of August 31, 2021, the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the period July 26, 2021 (commencement of operations) through August 31, 2021 (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, 2021, and the results of each of their operations, changes in each of their net assets and each of the financial highlights for the period July 26, 2021 (commencement of operations) through August 31, 2021 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, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinions.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
October 29, 2021
We have served as the auditor of one or more Red Gate Advisers, LLC investment companies since 2021.
DriveWealth 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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2021. During the fiscal year ended August 31, 2021, the Funds did not pay ordinary income dividends nor long-term capital gains 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.
Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2021. 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 2022.
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.
DriveWealth ETFs
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 (800) 617-0004; 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 Forms 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 https://funds.drivewealth.com.
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 (1) the approval of the investment advisory agreement between the Adviser and the Company on behalf of the Funds (the “Advisory Agreement”) and (2) the approval of the sub-advisory agreement between the Adviser and YieldX and the approval of the sub-advisory agreement among the Adviser, the Company and Vident (together, the “Sub-Advisory Agreements”) at meetings of the Board held on May 12-13, 2021 and June 24, 2021 (collectively, the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Advisory Agreement and the Sub-Advisory Agreements for initial terms. In approving the Advisory Agreement and the Sub-Advisory Agreements, the Board considered information provided by the Adviser and each of the Sub-Advisers with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the approval of the Advisory Agreement between the Company and Red Gate with respect to the DriveWealth Power Saver ETF and DriveWealth Steady Saver ETF (for this section only, each a “Fund” and together the “Funds”), and the approval of the Sub-Advisory Agreements between Red Gate and each of YieldX Advisers, LLC and Vident (each, a “Sub-Adviser”) 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 held during the Meeting. Among other things, the Directors considered (i) the nature, extent, and quality of services to be provided to the Funds by Red Gate and each Sub-Adviser; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) Red Gate’s and the Sub-Advisers’ investment philosophies and processes; (iv) Red Gate’s and the Sub-Advisers’ assets under management and client descriptions; (v) Red Gate’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) Red Gate’s and the Sub-Advisers’ advisory fee arrangements and other similarly managed clients, as applicable; (vii) Red Gate’s and the Sub-Advisers’ compliance procedures; (viii) Red Gate’s and the Sub-Advisers’ financial information and insurance coverage; (ix) the extent to which economies of scale are relevant to the Funds; and (x) a report prepared by Broadridge/Lipper comparing each Fund’s proposed management fees and total expense ratio to those of its Lipper 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 to be provided by Red Gate and each Sub-Adviser. The Directors concluded that Red Gate and each Sub-Adviser had sufficient resources to provide services to the Funds.
DriveWealth ETFs
Notice to Shareholders (Concluded)
(Unaudited)
The Board also considered the effect of the unitary management fee payable by the Funds under the Advisory Agreement. In this regard, information on the fees paid by each Fund and the Fund’s total operating expense ratio (before and after fee waivers and expense reimbursements) was compared to similar information for ETFs advised by other, unaffiliated investment advisory firms. The Directors also considered the fees payable to each Sub-Adviser under the Sub-Advisory Agreements.
After reviewing the information regarding Red Gate’s and the Sub-Advisers’ estimated costs, profitability and economies of scale, and after considering the services to be provided by Red Gate and Sub-Advisers, the Directors concluded that the unitary management fees to be paid by the Funds to Red Gate and the sub-advisory fees to be paid to each Sub-Adviser by Red Gate were fair and reasonable and that the Advisory Agreement and Sub-Advisory Agreements should be approved for an initial period ending August 16, 2022.
DriveWealth ETFs
Privacy Notice
(Unaudited)
Scope of Privacy Policies and Procedures
Red Gate Advisers, LLC (“Red Gate”, “RGA” or “We”) is the investment adviser to the Stance Equity ESG Large Cap Core ETF (STNC), DriveWealth Steady Saver ETF (STBL) and DriveWealth Power Saver ETF (EERN) (collectively the “Funds”). As a registered investment adviser to the Funds, Red Gate is subject to the laws enforced by the SEC and the Federal Trade Commission that govern the privacy of consumer information, impose restrictions on the ability of financial institutions to disclose non-public personal information about consumers who are natural persons (i.e., individuals) to nonaffiliated third parties and require financial institutions to provide privacy notices to consumers. Red Gate’s clients are the Funds and we do not directly work with any consumer1, therefore the Privacy Policy and Privacy Notice below do not apply to Red Gate as we do not handle personal information specific to consumers. Non-public personal information about individuals includes personally identifiable financial information that is not publicly available, such as account balances, social security numbers, and net worth. Red Gate does not have access to this type of information. If Red Gate’s business changes, and they handle personal information of consumers, the below policy will be enforced.
These Privacy Policies and Procedures are designed to ensure that we maintain the confidentiality of personal information about our Fund investors and that we comply with applicable privacy regulations.
Applicability to Individuals
Privacy rules apply to both “consumers” and “customers.” A consumer is an individual who obtains or has obtained a financial product or service that is used primarily for personal, family, or household purposes. For example, an individual is a consumer if he or she provides non-public personal information in connection with obtaining or seeking to obtain investment advisory services from Red Gate or seeking to invest in a Fund or Funds, regardless of whether such services are provided or a continuing relationship with the individual is established. A customer, on the other hand, is a consumer that has a continuing relationship with an institution. For example, a Red Gate customer would include a Fund investor that is an individual.
These Privacy Policies and Procedures apply to all current and former “consumers” and “customers” of Red Gate and the Funds, and Red Gate and the Funds extend the same confidentiality protections to all investors, whether institutional or individual (collectively “Investors”).
Non-Disclosure of Investor Information
Red Gate and the Fund(s) do not share any information about Investors with nonaffiliated third parties, except as necessary or appropriate in connection with the processing and administration of the Fund’s investments and in connection with Red Gate and the Fund’s general business operations. For example, information about Investors may be disclosed as necessary to process an Investor’s subscription to a Fund, to the extent required in connection with an investment or transaction Red Gate proposes to make, or to Red Gate’s technical service providers that maintain the security of Red Gate or the Fund’s records. Information about Investors may also be disclosed to the extent an Investor specifically authorized the disclosure, and for other purposes required or permitted by law, such as where reasonably necessary to prevent fraud, unauthorized transactions or liability, to respond to judicial process or subpoena, or complying with federal, state or local laws.
In the event that Red Gate or a Fund discloses non-public personal information about an Investor either to a non-affiliated third party that provides marketing services on behalf of Red Gate or a Fund (i.e., not on behalf of Investors or as otherwise described above) or to a non-affiliated third party financial institution, such as a prime broker, in connection with joint marketing by Red Gate or a Fund and the third
1 | A consumer is an individual who obtains or has obtained a financial product or service that is used primarily for personal, family, or household purposes. |
DriveWealth ETFs
Privacy Notice (Continued)
(Unaudited)
party, Red Gate shall: (i) notify Investors in the Privacy Notice (as described below) of the possibility of such disclosure; and (ii) enter into a contractual agreement with the third-party that prohibits the third-party from disclosing or using Investor information other than to carry out the purposes for which the information was disclosed to the third party and requires the parties agree to maintain the confidentiality of investor information. Any disclosure of Investor information to third-party service providers and joint marketing partners must be pre-approved by the Chief Compliance Officer.
Except as described above, Red Gate will not disclose non-public personal Investor information to non-affiliated parties, unless a Fund investor has been given a notice of the possibility of such disclosure and an opportunity to “opt-out” of the disclosure.
Privacy Notices
The Fund will deliver initial notification of these policies and procedures to Investors and annual notice to current Investors thereafter in the form of a privacy notice (the “Privacy Notice”). One acceptable method for delivering an initial notice is through a cover letter accompanying required Red Gate or Fund disclosure documents such as Red Gate’s Form ADV, which Red Gate provides to Investors, where applicable. An acceptable method for delivering an annual notice would be through a cover letter accompanying a monthly or quarterly statement to current Investors. A form of Privacy Notice is attached hereto as Exhibit A.
Safeguarding Investor Information and Disposing of Consumer Report Information
Employees of Red Gate must comply with certain minimum procedures that are designed to address administrative, technical and physical safeguards for the protection of Investor information, as well as for the proper disposal of consumer report information (or any compilation of consumer report information derived from consumer reports) about Investors who are individuals and current, former and prospective employees that Red Gate possesses for a business purpose. In general, a “consumer report” is any report from a consumer reporting agency that contains information bearing on an individual’s credit, reputation, personal characteristics, or mode of living, that is to be used as a factor in establishing the consumer’s eligibility for credit, employment, and certain financial transactions. Proper disposal of consumer report information is intended to protect Investors who are individuals and current, former and prospective employees from the possibility of unauthorized access to information about them that is contained in any consumer report (whether in paper, electronic or other form) and to protect against identity theft and fraud. Red Gate might possess consumer report information for example in connection with evaluating a potential investor or making an employment decision about an individual.
Red Gate’ policies and procedures designed to address these requirements are described below:
| A. | Secure Records Containing Investor Information |
Records containing Investor information must be stored in a secure location. The Chief Information Security Officer (“CISO”) is responsible for ensuring that:
1. Hard-copy records: Any records stored in hard copy should be kept in a secure, locked location, such as designated filing cabinets.
2. Diskette stored records: Any records stored on diskettes should be safeguarded by keeping diskettes in a secure locked location, such as designated filing cabinets.
3. Electronically stored records: Any records stored electronically on a hard drive server or otherwise should be safeguarded by restricting access through the use of passwords or other access-limiting devices.
DriveWealth ETFs
Privacy Notice (Continued)
(Unaudited)
| B. | Limit Access to Records Containing Investor Information |
Red Gate restricts access to Investor information to those employees who need to know such information in order to provide services to investors. Any employee who is authorized to have access to Investor information in connection with the performance of such employee’s duties and responsibilities is required to keep such information secure and confidential.
| C. | Proper Disposal of Consumer Report Information |
Red Gate on behalf of its Transfer Agent on behalf of the Fund(s) are responsible for ensuring the proper disposal of consumer report information. Disposal of consumer report information means either (i) the discarding or abandoning of consumer report information or (ii) the sale, donation or transfer of any medium, including computer equipment, on which consumer report information is stored. These procedures do not require that the disposal of consumer report information, but they apply whenever there is disposal of such information.
1. Proper Disposal Measures. The Transfer Agent stores and disposes of paper records containing consumer reports. Consumer Reports of investor accounts that are inactive and maintained electronically by the Transfer Agent are purged from the Transfer Agent’s system, generally every 18 months. The Transfer Agent defines inactive accounts as:
| (a) | Accounts that have been opened but never funded; |
| (b) | Accounts that were fully funded and subsequently fully redeemed; and |
| (c) | Accounts that are inactive for 18 months or greater. |
Review by Chief Compliance Officer
The Chief Compliance Officer may suggest changes that he/she deems necessary for the purpose of enhancing the effectiveness of the policies and procedures.
Further Information
The Chief Compliance Officer should be contacted for further information regarding these policies and procedures.
DriveWealth ETFs
Privacy Notice (Continued)
(Unaudited)
Exhibit A
FACTS | WHAT DOES RED GATE ADVISERS, LLC (“RED GATE”) 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 of 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 Red Gate chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we share your personal information | Does Red Gate share? | Can you limit this? |
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. | Yes | No |
For joint marketing with other financial companies | 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 | No |
For non-affiliates to market to you | No | We don’t share |
To limit our sharing | 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. However, you can contact us at any time to limit our sharing. |
Questions? | Call 1-888-229-1855 or visit https://redgateadvisers.com/ should you have any questions. |
DriveWealth ETFs
Privacy Notice (Continued)
(Unaudited)
Exhibit A
What we do | |
How does Red Gate 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 Red Gate 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. |
What happens when I limit sharing for an account I hold jointly with someone else? | 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: 1-888-229-1855. 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 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. |
European Union’s General Data Protection Regulation | 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. |
DriveWealth ETFs
Privacy Notice (Concluded)
(Unaudited)
Exhibit A
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. Red Gate shares ownership with Vigilant Compliance, LLC, Vigilant Distributors, LLC and Red Gate Distribution, LLC. |
Non-affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. Red Gate shares ownership with Vigilant Compliance, LLC, Vigilant Distributors, LLC and Red Gate Distribution, LLC. |
Joint marketing | A formal agreement between non-affiliated financial companies that together market financial products or services to you. Red Gate 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. |
DriveWealth 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 (800) 617-0004.
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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). |
DriveWealth 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 |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | None. |
DriveWealth 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 |
OFFICERS |
Salvatore Faia, JD, CPA, CFE Vigilant Compliance, LLC Gateway Corporate Center, Suite 216 223 Wilmington West Chester Pike Chadds Ford, PA 19317 Age: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
DriveWealth 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 |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
DriveWealth ETFs
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 has served 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
Red Gate Advisers, LLC
Gateway Corporate Center, Suite 216
223 Wilmington West Chester Pike
Chadds Ford, Pennsylvania 19317
Investment Sub-Advisers
YieldX Advisers, LLC
2980 NE 20th Street, Suite 504
Aventura, Florida 33810
Vident Investment Advisory, LLC
300 Colonial Center Parkway, Suite 330
Roswell, Georgia 30076
Administrator and Transfer Agent
U.S. Bank Global Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212
Independent Registered Public Accounting Firm
PricewaterhouseCoopers, LLP
Two Commerce Square, Suite 1800
2001 Market Street
Philadelphia, PA 19103
Underwriter
Vigilant Distributors, LLC
Gateway Corporate Center, Suite 216
223 Wilmington West Chester Pike
Chadds Ford, Pennsylvania 19317
Legal Counsel
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, Pennsylvania 19103-6996
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, 2021
FREE MARKET FUNDS
Annual Investment Adviser’s Report
AUGUST 31, 2021 (Unaudited)
Free Market U.S. Equity Fund
The twelve-month period ended August 31, 2021 saw some periods of noticeable volatility in domestic equity markets. Common news stories over the past twelve months have included continued coverage of the global COVID-19 pandemic and the availability of the vaccines, reopening of the economy and attempts to return to some level of normalcy, indices hitting record highs, a significant drop in the U.S. unemployment rate, the 2020 presidential election, and the withdrawal of U.S. troops from Afghanistan. The performance of U.S. equities in 2021 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, 2021, the Free Market U.S. Equity Fund provided a total return of 49.28% at net asset value. This compares with a return of 45.87% 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. small company stocks performed better than U.S. large company stocks during the period. The Russell 2000® Index returned 47.08%, while the S&P 500® Index was up 31.17% for the twelve-month period ended August 31, 2021. Furthermore, for the same time-period, the Russell 2000® Value Index returned 59.49% and the Russell 1000® Value Index returned 36.44%.
In summary, U.S. small cap stocks performed better than large cap stocks and U.S. value stocks outperformed U.S. growth stocks. Factors that contributed to the Fund’s overperformance 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.
1
FREE MARKET FUNDS
Annual Investment Adviser’s Report (continued)
AUGUST 31, 2021 (Unaudited)
Free Market International Equity Fund
The global markets experienced a roller coaster ride during the twelve-month period ended August 31, 2021. 2020 ended with international equity markets faring better than U.S. markets, however over the entire twelve months, U.S. equity markets outpaced international equity markets. We also saw the continued effects of the COVID-19 pandemic that has caused tremendous global human and economic hardships, while global markets attempted to return to some level of normalcy.
For the twelve months ended August 31, 2021, the Free Market International Equity Fund provided a total return of 34.43% at net asset value. This compares with a return of 26.57% 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 U.S.
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 during the fiscal year. The MSCI EAFE Small Cap Index returned 32.81% for the twelve months ended August 31, 2021, while the MSCI EAFE Index returned 26.12% for the same period. Furthermore, for the same time period, the MSCI EAFE Value Index rose by 26.99%, while the MSCI EAFE Small Cap Value Index returned 35.52% and the MSCI Emerging Markets Index returned 21.12%.
In summary, factors that contributed to the Fund’s overperformance 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, 2021 (Unaudited)
Free Market Fixed Income Fund
The U.S. economy experienced periods of volatility during the twelve months ended August 31, 2021. We continued to see the effects of the COVID-19 pandemic causing tremendous global human and economic hardship while global markets attempted to return to some level of normalcy. Disruptions to economic activity continue to affect financial conditions. The U.S. Federal Reserve continued to hold its policy rate close to zero to support the economic recovery. The broad proxy for the U.S. bond market, the Bloomberg U.S. Aggregate Bond Index, fell -0.08%, while the Bloomberg Global Aggregate Bond Index (hedged) returned 0.76% for the twelve-month period ended August 31, 2021. As a result of the increase in interest rates, long-term bonds were outperformed by ones with shorter maturities. For the twelve months ended August 31, 2021, the Bloomberg U.S. Government/Credit 1-3 Years Index returned 0.15% while the Morningstar Long-Term U.S. Government Bond Index, which includes U.S. Treasury and U.S. Government Agency bonds with maturities of seven years or longer, returned -6.16%.
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, 2021, the Free Market Fixed Income Fund returned 0.31%. This compares with a return of 0.26% 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 overperformed 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, 2021 (Unaudited)
The Russell 2500 Index: The Russell 2500™ Index measures the performance of the small to mid-cap segment of the US equity universe, commonly referred to as “smid” cap. The Russell 2500™ Index is a subset of the Russell 3000® Index. It includes approximately 2500 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2500™ Index is constructed to provide a comprehensive and unbiased barometer for the small to mid-cap segment. The index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small to mid-cap opportunity set.
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: The Russell 2000® Value Index measures the performance of small-cap value segment of the US equity universe. It includes those Russell 2000® companies with lower price-to-book ratios and lower forecasted growth values. The Russell 2000® Value Index is constructed to provide a comprehensive and unbiased barometer for the small-cap value segment. The index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set and that the represented companies continue to reflect value characteristics.
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: The Russell 1000® Value Index measures the performance of the large-cap value segment of the US equity universe. It includes those Russell 1000® companies with lower price-to-book ratios and lower expected growth values. The Russell 1000® Value Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect value characteristics.
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 934 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
MSCI EAFE Small Cap Index is an equity index which captures small cap representation across Developed Markets countries* around the world, excluding the US and Canada. With 2,377 constituents, the index covers approximately 14% of the free float adjusted market capitalization in each country.
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. 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 EAFE Index is an equity index which captures large and mid-cap representation across 21 Developed Markets countries* around the world, excluding the US and Canada. With 843 constituents, the index covers approximately 85% of the free float adjusted market capitalization in each country
MSCI EAFE Value Index captures large and mid-cap securities exhibiting overall value style characteristics across Developed Markets countries* around the world, excluding the US 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 27 Emerging Markets (EM) countries**. With 1,407 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
Bloomberg 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.
4
FREE MARKET FUNDS
Annual Investment Adviser’s Report (Concluded)
AUGUST 31, 2021 (Unaudited)
Bloomberg Global Aggregate Bond Index is a flagship measure of global investment grade debt from twenty-four local currency markets.
Bloomberg 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 3 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, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, UK and the U.S.
** EM countries include: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, 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 Vigilant Distributors, LLC. Member of FINRA and SIPC.
5
FREE MARKET FUNDS
PERFORMANCE DATA
AUGUST 31, 2021 (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, 2021 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market U.S. Equity Fund | 49.28% | 12.50% | 13.03% | 9.82%(1) |
Russell 2500® Index | 45.87% | 15.10% | 14.32% | 10.51% |
Composite Index(2) | 43.50% | 14.09% | 13.90% | 9.41% |
(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 December 31, 2020, is 0.87% (included in the ratio is 0.31% 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 $23.59 per share on August 31, 2021.
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, 2021 (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, 2021 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market International Equity Fund | 34.43% | 8.06% | 6.31% | 3.94%(1) |
MSCI World (excluding U.S.) Index | 26.57% | 9.78% | 7.05% | 3.17% |
Composite Index(2) | 27.07% | 9.85% | 7.05% | 3.63% |
(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 December 31, 2020, is 1% (included in the ratio is 0.42% 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 $11.60 per share on August 31, 2021.
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, 2021 (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, 2021 |
| 1 Year | 5 Years | 10 Years | Since Inception |
Free Market Fixed Income Fund | 0.31% | 1.67% | 1.26% | 1.74%(1) |
FTSE World Government Bond Index 1-5 Years | 0.26% | 1.99% | 1.78% | 2.23% |
Composite Index(2) | -0.05% | 2.10% | 1.80% | 2.39% |
(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 December 31, 2020, is 0.69% (included in the ratio is 0.13% 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 $10.56 per share on August 31, 2021.
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, 2021 (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, 2021 through August 31, 2021, 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.
9
FREE MARKET FUNDS
Fund Expense Examples (CONCLUDED)
AUGUST 31, 2021 (Unaudited)
| Beginning Account Value MARCH 1, 2021 | Ending Account Value AUGUST 31, 2021 | 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 | $ 1,122.30 | $ 2.94 | 0.55% | 12.23% |
Free Market International Equity Fund | 1,000.00 | 1,099.50 | 2.96 | 0.56% | 9.95% |
Free Market Fixed Income Fund | 1,000.00 | 1,005.70 | 2.83 | 0.56% | 0.57% |
Hypothetical (5% return before expenses) | | | | | |
Free Market U.S. Equity Fund | $ 1,000.00 | $ 1,022.43 | $ 2.80 | 0.55% | N/A |
Free Market International Equity Fund | 1,000.00 | 1,022.38 | 2.85 | 0.56% | N/A |
Free Market Fixed Income Fund | 1,000.00 | 1,022.38 | 2.85 | 0.56% | N/A |
* | Expenses are equal to each Fund’s annualized six-month expense ratio for the period March 1, 2021 to August 31, 2021, 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 365 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, 2021 to August 31, 2021. 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% - 0.10% |
Free Market International Equity Fund | 0.00% - 0.20% |
Free Market Fixed income Fund | 0.00% - 0.04% |
10
FREE MARKET FUNDS
FREE MARKET U.S. EQUITY FUND
Portfolio of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
DOMESTIC EQUITY FUNDS — 99.9% | | | | |
iShares Core S&P 500 ETF | | | 417,813 | | | $ | 189,565,936 | |
iShares MSCI USA Value Factor ETF | | | 2,022,525 | | | | 212,628,053 | |
U.S. Large Cap Value Portfolio III (a) | | | 22,001,720 | | | | 679,193,106 | |
U.S. Large Cap Value Series (b) | | | 2,825,615 | | | | 191,209,397 | |
U.S. Large Company Portfolio (a) | | | 10,471,282 | | | | 355,814,159 | |
U.S. Micro Cap Portfolio (c) | | | 18,938,886 | | | | 545,818,681 | |
U.S. Small Cap Portfolio (c) | | | 11,468,915 | | | | 545,576,310 | |
U.S. Small Cap Value Portfolio (c) | | | 20,180,307 | | | | 910,737,251 | |
TOTAL DOMESTIC EQUITY FUNDS | | | | |
(Cost $1,982,216,898) | | | | | | | 3,630,542,893 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.1% |
STIT-Government & Agency Portfolio, 0.03%* | | | 3,073,429 | | | | 3,073,429 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $3,073,429) | | | | | | | 3,073,429 | |
TOTAL INVESTMENTS — 100.0% | | | | |
(Cost $1,985,290,327) | | | | | | | 3,633,616,322 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.0% | | | | | | | 1,702,046 | |
NET ASSETS — 100.0% | | | | | | $ | 3,635,318,368 | |
Portfolio Holdings Summary Table
| | % OF NET ASSETS | | | VALUE | |
Domestic Equity Funds | | | 99.9 | % | | $ | 3,630,542,893 | |
Short-Term Investments | | | 0.1 | | | | 3,073,429 | |
Other Assets In Excess Of Liabilities | | | 0.0 | | | | 1,702,046 | |
NET ASSETS | | | 100.0 | % | | $ | 3,635,318,368 | |
* | Seven-day yield as of August 31, 2021. |
(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, 2021
| | Number of Shares/ BENEFICIAL INTEREST | | | Value | |
INTERNATIONAL EQUITY FUNDS — 99.8% | | | | |
Canadian Small Company Series (a) | | | 2,108,704 | | | $ | 34,173,910 | |
DFA International Small Cap Value Portfolio (b) | | | 48,473,197 | | | | 1,077,559,171 | |
DFA International Value Portfolio III (c) | | | 25,191,029 | | | | 417,919,163 | |
DFA International Value Series (a) | | | 13,331,142 | | | | 375,404,971 | |
Emerging Markets Small Cap Portfolio (b) | | | 4,846,712 | | | | 131,006,621 | |
Emerging Markets Value Portfolio, Class Institutional (b) | | | 3,998,956 | | | | 130,485,934 | |
iShares Core MSCI EAFE ETF | | | 1,720,363 | | | | 132,037,860 | |
iShares Core MSCI Emerging Markets ETF | | | 2,206,168 | | | | 141,393,307 | |
iShares MSCI EAFE Small-Cap ETF | | | 3,055,010 | | | | 236,946,576 | |
TOTAL INTERNATIONAL EQUITY FUNDS | | | | |
(Cost $2,141,941,175) | | | | | | | 2,676,927,513 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.1% | | | | |
STIT-Government & Agency Portfolio, 0.03%* | | | 3,667,952 | | | | 3,667,952 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $3,667,952) | | | | | | | 3,667,952 | |
TOTAL INVESTMENTS — 99.9% | | | | |
(Cost $2,145,609,127) | | | | | | | 2,680,595,465 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.1% | | | | | | | 1,617,330 | |
NET ASSETS — 100.0% | | | | | | $ | 2,682,212,795 | |
Portfolio Holdings Summary Table
| | % OF NET ASSETS | | | VALUE | |
International Equity Funds | | | 99.8 | % | | $ | 2,676,927,513 | |
Short-Term Investments | | | 0.1 | | | | 3,667,952 | |
Other Assets In Excess Of Liabilities | | | 0.1 | | | | 1,617,330 | |
NET ASSETS | | | 100.0 | % | | $ | 2,682,212,795 | |
* | Seven-day yield as of August 31, 2021. |
(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. |
ETF - Exchange Traded Fund
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, 2021
| | Number of Shares | | | Value | |
FIXED INCOME FUNDS — 99.4% | | | | |
DFA One-Year Fixed Income Portfolio (a) | | | 39,647,379 | | | $ | 408,368,000 | |
DFA Two-Year Global Fixed Income Portfolio (a) | | | 70,762,086 | | | | 704,082,752 | |
iShares 1-3 Year Treasury Bond ETF | | | 1,306,881 | | | | 112,718,486 | |
iShares 3-7 Year Treasury Bond ETF | | | 1,287,464 | | | | 169,069,773 | |
iShares Core International Aggregate Bond ETF | | | 7,566,116 | | | | 421,810,967 | |
iShares Intermediate-Term Corporate Bond ETF | | | 2,779,727 | | | | 169,090,793 | |
iShares Short-Term Corporate Bond ETF | | | 12,342,209 | | | | 676,723,319 | |
iShares TIPS Bond ETF | | | 1,093,711 | | | | 141,734,009 | |
TOTAL FIXED INCOME FUNDS | | | | |
(Cost $2,740,741,510) | | | | | | | 2,803,598,099 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.5% | | | | |
STIT-Government & Agency Portfolio, 0.03%* | | | 15,482,588 | | | | 15,482,588 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $15,482,588) | | | | | | | 15,482,588 | |
TOTAL INVESTMENTS — 99.9% | | | | |
(Cost $2,756,224,098) | | | | | | | 2,819,080,687 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.1% | | | | | | | 1,529,288 | |
NET ASSETS — 100.0% | | | | | | $ | 2,820,609,975 | |
Portfolio Holdings Summary Table
| | % OF NET ASSETS | | | VALUE | |
Fixed Income Funds | | | 99.4 | % | | $ | 2,803,598,099 | |
Short-Term Investments | | | 0.5 | | | | 15,482,588 | |
Other Assets In Excess Of Liabilities | | | 0.1 | | | | 1,529,288 | |
NET ASSETS | | | 100.0 | % | | $ | 2,820,609,975 | |
* | Seven-day yield as of August 31, 2021. |
(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, 2021
| | 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 $1,982,216,898, $2,141,941,175 and $2,740,741,510, respectively) | | $ | 3,630,542,893 | | | $ | 2,676,927,513 | | | $ | 2,803,598,099 | |
Short-term investments, at value (cost $3,073,429, $3,667,952 and $15,482,588, respectively) | | | 3,073,429 | | | | 3,667,952 | | | | 15,482,588 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | 4,200,066 | | | | 3,503,547 | | | | 4,145,732 | |
Prepaid expenses and other assets | | | 136,772 | | | | 97,481 | | | | 84,464 | |
Total assets | | | 3,637,953,160 | | | | 2,684,196,493 | | | | 2,823,310,883 | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Advisory fees | | | 1,492,084 | | | | 1,109,536 | | | | 1,178,374 | |
Capital shares redeemed | | | 863,343 | | | | 587,362 | | | | 788,952 | |
Administration and accounting fees | | | 112,521 | | | | 84,247 | | | | 97,840 | |
Transfer agent fees | | | 11,827 | | | | 12,021 | | | | 14,039 | |
Other accrued expenses and liabilities | | | 155,017 | | | | 190,532 | | | | 621,703 | |
Total liabilities | | | 2,634,792 | | | | 1,983,698 | | | | 2,700,908 | |
Net assets | | $ | 3,635,318,368 | | | $ | 2,682,212,795 | | | $ | 2,820,609,975 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 154,090 | | | $ | 231,299 | | | $ | 267,143 | |
Paid-in capital | | | 1,866,165,766 | | | | 2,126,565,355 | | | | 2,758,530,189 | |
Total distributable earnings/(loss) | | | 1,768,998,512 | | | | 555,416,141 | | | | 61,812,643 | |
Net assets | | $ | 3,635,318,368 | | | $ | 2,682,212,795 | | | $ | 2,820,609,975 | |
| | | | | | | | | | | | |
CAPITAL SHARES: | | | | | | | | | | | | |
Net assets | | $ | 3,635,318,368 | | | $ | 2,682,212,795 | | | $ | 2,820,609,975 | |
Shares outstanding ($0.001 par value, 700,000,000 shares authorized) | | | 154,089,765 | | | | 231,299,388 | | | | 267,143,303 | |
Net asset value, offering and redemption price per share | | $ | 23.59 | | | $ | 11.60 | | | $ | 10.56 | |
The accompanying notes are an integral part of the financial statements.
14
FREE MARKET FUNDS
Statements of Operations
FOR THE YEAR ENDED AUGUST 31, 2021
| | Free Market U.S. Equity Fund | | | Free Market International Equity Fund | | | Free Market Fixed Income Fund | |
INVESTMENT INCOME | | | | | | | | | | | | |
Dividends from non-affiliated funds | | $ | 52,710,332 | | | $ | 54,881,963 | | | $ | 20,962,622 | |
Total investment income | | | 52,710,332 | | | | 54,881,963 | | | | 20,962,622 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 16,213,196 | | | | 11,995,103 | | | | 12,510,855 | |
Administration and accounting fees (Note 2) | | | 767,390 | | | | 573,437 | | | | 610,641 | |
Director fees | | | 344,715 | | | | 248,240 | | | | 286,546 | |
Legal fees | | | 207,607 | | | | 154,060 | | | | 159,552 | |
Officer fees | | | 140,969 | | | | 105,774 | | | | 115,072 | |
Transfer agent fees (Note 2) | | | 130,007 | | | | 107,743 | | | | 112,279 | |
Custodian fees (Note 2) | | | 87,368 | | | | 62,478 | | | | 59,117 | |
Printing and shareholder reporting fees | | | 78,113 | | | | 77,992 | | | | 79,302 | |
Registration and filing fees | | | 43,753 | | | | 37,653 | | | | 40,467 | |
Audit and tax service fees | | | 33,003 | | | | 34,478 | | | | 32,998 | |
Other expenses | | | 120,709 | | | | 117,913 | | | | 79,649 | |
Total expenses | | | 18,166,830 | | | | 13,514,871 | | | | 14,086,478 | |
Net investment income/(loss) | | | 34,543,502 | | | | 41,367,092 | | | | 6,876,144 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Non-affiliated funds | | | 109,738,757 | | | | (5,700,840 | ) | | | 1,331,942 | |
Capital gain distributions from non-affiliated fund investments | | | 8,139,666 | | | | — | | | | — | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Non-affiliated funds | | | 1,129,419,277 | | | | 659,178,653 | | | | (753,197 | ) |
Net realized and unrealized gain/(loss) on investments | | | 1,247,297,700 | | | | 653,477,813 | | | | 578,745 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 1,281,841,202 | | | $ | 694,844,905 | | | $ | 7,454,889 | |
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, 2021 | | | For the Year Ended August 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 34,543,502 | | | $ | 29,486,016 | |
Net realized gain/(loss) from investments | | | 117,878,423 | | | | 34,313,684 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 1,129,419,277 | | | | (27,260,145 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 1,281,841,202 | | | | 36,539,555 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (50,706,505 | ) | | | (169,412,819 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (50,706,505 | ) | | | (169,412,819 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 432,642,543 | | | | 545,707,591 | |
Reinvestment of distributions | | | 50,687,033 | | | | 169,205,765 | |
Shares redeemed | | | (918,483,367 | ) | | | (641,720,675 | ) |
Net increase/(decrease) in net assets from capital shares | | | (435,153,791 | ) | | | 73,192,681 | |
Total increase/(decrease) in net assets | | | 795,980,906 | | | | (59,680,583 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,839,337,462 | | | | 2,899,018,045 | |
End of period | | $ | 3,635,318,368 | | | $ | 2,839,337,462 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 20,921,700 | | | | 36,797,183 | |
Dividends and distributions reinvested | | | 2,722,182 | | | | 9,343,223 | |
Shares redeemed | | | (46,351,977 | ) | | | (40,900,928 | ) |
Net increase/(decrease) in shares outstanding | | | (22,708,095 | ) | | | 5,239,478 | |
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, 2021 | | | For the Year Ended August 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 41,367,092 | | | $ | 45,116,811 | |
Net realized gain/(loss) from investments | | | (5,700,840 | ) | | | 44,528,825 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 659,178,653 | | | | (63,417,824 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 694,844,905 | | | | 26,227,812 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (70,369,565 | ) | | | (60,103,777 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (70,369,565 | ) | | | (60,103,777 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 362,663,494 | | | | 430,793,091 | |
Reinvestment of distributions | | | 70,361,038 | | | | 60,073,300 | |
Shares redeemed | | | (528,942,045 | ) | | | (458,243,187 | ) |
Net increase/(decrease) in net assets from capital shares | | | (95,917,513 | ) | | | 32,623,204 | |
Total increase/(decrease) in net assets | | | 528,557,827 | | | | (1,252,761 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,153,654,968 | | | | 2,154,907,729 | |
End of period | | $ | 2,682,212,795 | | | $ | 2,153,654,968 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 34,174,355 | | | | 52,513,619 | |
Dividends and distributions reinvested | | | 6,987,193 | | | | 5,947,851 | |
Shares redeemed | | | (51,989,791 | ) | | | (53,365,026 | ) |
Net increase/(decrease) in shares outstanding | | | (10,828,243 | ) | | | 5,096,444 | |
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, 2021 | | | For the Year Ended August 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 6,876,144 | | | $ | 35,268,501 | |
Net realized gain/(loss) from investments | | | 1,331,942 | | | | 12,622,854 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (753,197 | ) | | | 20,505,178 | |
Net increase/(decrease) in net assets resulting from operations | | | 7,454,889 | | | | 68,396,533 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (17,950,325 | ) | | | (41,833,397 | ) |
Return of capital | | | (79,992 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (18,030,317 | ) | | | (41,833,397 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 923,051,070 | | | | 403,565,489 | |
Reinvestment of distributions | | | 18,024,820 | | | | 41,824,622 | |
Shares redeemed | | | (417,799,422 | ) | | | (912,637,509 | ) |
Net increase/(decrease) in net assets from capital shares | | | 523,276,468 | | | | (467,247,398 | ) |
Total increase/(decrease) in net assets | | | 512,701,040 | | | | (440,684,262 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 2,307,908,935 | | | | 2,748,593,197 | |
End of period | | $ | 2,820,609,975 | | | $ | 2,307,908,935 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 87,481,192 | | | | 38,541,527 | |
Dividends and distributions reinvested | | | 1,703,385 | | | | 4,021,935 | |
Shares redeemed | | | (39,568,985 | ) | | | (87,441,618 | ) |
Net increase/(decrease) in shares outstanding | | | 49,615,592 | | | | (44,878,156 | ) |
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 16.06 | | | $ | 16.90 | | | $ | 20.37 | | | $ | 17.60 | | | $ | 16.18 | |
Net investment income/(loss)(1) | | | 0.21 | | | | 0.17 | | | | 0.17 | | | | 0.15 | | | | 0.12 | |
Net realized and unrealized gain/(loss) on investments | | | 7.62 | | | | — | (2) | | | (2.73 | ) | | | 3.34 | | | | 2.13 | |
Net increase/(decrease) in net assets resulting from operations | | | 7.83 | | | | 0.17 | | | | (2.56 | ) | | | 3.49 | | | | 2.25 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.08 | ) | | | (0.16 | ) | | | (0.15 | ) | | | (0.20 | ) | | | (0.15 | ) |
Net realized capital gains | | | (0.22 | ) | | | (0.85 | ) | | | (0.76 | ) | | | (0.52 | ) | | | (0.68 | ) |
Total dividends and distributions to shareholders | | | (0.30 | ) | | | (1.01 | ) | | | (0.91 | ) | | | (0.72 | ) | | | (0.83 | ) |
Net asset value, end of period | | $ | 23.59 | | | $ | 16.06 | | | $ | 16.90 | | | $ | 20.37 | | | $ | 17.60 | |
Total investment return/(loss)(3) | | | 49.28 | % | | | 0.32 | % | | | (12.09 | )% | | | 20.11 | % | | | 13.97 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 3,635,318 | | | $ | 2,839,337 | | | $ | 2,899,018 | | | $ | 3,413,559 | | | $ | 2,724,995 | |
Ratio of expenses to average net assets(4) | | | 0.55 | % | | | 0.56 | % | | | 0.55 | % | | | 0.55 | % | | | 0.56 | % |
Ratio of net investment income/(loss) to average net assets(4) | | | 1.05 | % | | | 1.05 | % | | | 0.96 | % | | | 0.76 | % | | | 0.72 | % |
Portfolio turnover rate | | | 5 | % | | | 14 | % | | | 7 | % | | | 2 | % | | | 5 | % |
(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. |
The accompanying notes are an integral part of the financial statements.
19
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 8.89 | | | $ | 9.09 | | | $ | 10.72 | | | $ | 10.97 | | | $ | 9.24 | |
Net investment income/(loss)(1) | | | 0.18 | | | | 0.19 | | | | 0.21 | | | | 0.22 | | | | 0.14 | |
Net realized and unrealized gain/(loss) on investments | | | 2.84 | | | | (0.13 | ) | | | (1.47 | ) | | | (0.10 | ) | | | 1.89 | |
Net increase/(decrease) in net assets resulting from operations | | | 3.02 | | | | 0.06 | | | | (1.26 | ) | | | 0.12 | | | | 2.03 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.13 | ) | | | (0.14 | ) | | | (0.18 | ) | | | (0.26 | ) | | | (0.19 | ) |
Net realized capital gains | | | (0.18 | ) | | | (0.12 | ) | | | (0.19 | ) | | | (0.11 | ) | | | (0.11 | ) |
Total dividends and distributions to shareholders | | | (0.31 | ) | | | (0.26 | ) | | | (0.37 | ) | | | (0.37 | ) | | | (0.30 | ) |
Net asset value, end of period | | $ | 11.60 | | | $ | 8.89 | | | $ | 9.09 | | | $ | 10.72 | | | $ | 10.97 | |
Total investment return/(loss)(2) | | | 34.43 | % | | | 0.30 | % | | | (11.66 | )% | | | 0.98 | % | | | 22.50 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,682,213 | | | $ | 2,153,655 | | | $ | 2,154,908 | | | $ | 2,312,863 | | | $ | 2,190,068 | |
Ratio of expenses to average net assets(3) | | | 0.56 | % | | | 0.58 | % | | | 0.58 | % | | | 0.57 | % | | | 0.58 | % |
Ratio of net investment income/(loss) to average net assets(3) | | | 1.70 | % | | | 2.13 | % | | | 2.22 | % | | | 1.93 | % | | | 1.42 | % |
Portfolio turnover rate | | | 5 | % | | | 28 | % | | | 4 | % | | | 3 | % | | | 2 | % |
(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. |
The accompanying notes are an integral part of the financial statements.
20
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 10.61 | | | $ | 10.47 | | | $ | 10.22 | | | $ | 10.36 | | | $ | 10.43 | |
Net investment income/(loss)(1) | | | 0.03 | | | | 0.15 | | | | 0.27 | | | | 0.10 | | | | 0.10 | |
Net realized and unrealized gain/(loss) on investments | | | — | (2) | | | 0.16 | | | | 0.24 | | | | (0.14 | ) | | | (0.06 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.03 | | | | 0.31 | | | | 0.51 | | | | (0.04 | ) | | | 0.04 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.05 | ) | | | (0.17 | ) | | | (0.26 | ) | | | (0.09 | ) | | | (0.11 | ) |
Net realized capital gains | | | (0.03 | ) | | | — | | | | — | (2) | | | (0.01 | ) | | | — | |
Return of capital | | | — | (2) | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.08 | ) | | | (0.17 | ) | | | (0.26 | ) | | | (0.10 | ) | | | (0.11 | ) |
Net asset value, end of period | | $ | 10.56 | | | $ | 10.61 | | | $ | 10.47 | | | $ | 10.22 | | | $ | 10.36 | |
Total investment return/(loss)(3) | | | 0.31 | % | | | 2.98 | % | | | 5.11 | % | | | (0.35 | )% | | | 0.39 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,820,610 | | | $ | 2,307,909 | | | $ | 2,748,593 | | | $ | 2,867,621 | | | $ | 2,503,032 | |
Ratio of expenses to average net assets(4) | | | 0.56 | % | | | 0.56 | % | | | 0.55 | % | | | 0.55 | % | | | 0.56 | % |
Ratio of net investment income/(loss) to average net assets(4) | | | 0.27 | % | | | 1.39 | % | | | 2.62 | % | | | 1.02 | % | | | 0.94 | % |
Portfolio turnover rate | | | 2 | % | | | 46 | % | | | 3 | % | | | 0 | % | | | 0 | % |
(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. |
The accompanying notes are an integral part of the financial statements.
21
FREE MARKET FUNDS
Notes to Financial Statements
AUGUST 31, 2021
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-nine 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2021 (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, 2021
| ● 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 | | $ | 3,630,542,893 | | | $ | 3,439,333,496 | | | $ | — | | | $ | — | | | $ | 191,209,397 | |
Short-Term Investments | | | 3,073,429 | | | | 3,073,429 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 3,633,616,322 | | | $ | 3,442,406,925 | | | $ | — | | | $ | — | | | $ | 191,209,397 | |
* | 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 | | $ | 2,676,927,513 | | | $ | 2,267,348,632 | | | $ | — | | | $ | — | | | $ | 409,578,881 | |
Short-Term Investments | | | 3,667,952 | | | | 3,667,952 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 2,680,595,465 | | | $ | 2,271,016,584 | | | $ | — | | | $ | — | | | $ | 409,578,881 | |
* | 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 | | $ | 2,803,598,099 | | | $ | 2,803,598,099 | | | $ | — | | | $ | — | | | $ | — | |
Short-Term Investments | | | 15,482,588 | | | | 15,482,588 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 2,819,080,687 | | | $ | 2,819,080,687 | | | $ | — | | | $ | — | | | $ | — | |
* | 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, 2021
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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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, 2021
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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary market to market, 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, 2021
During the current fiscal period, investment advisory fees accrued were as follows:
FUND | | ADVISORY FEES | |
Free Market U.S. Equity Fund | | $ | 16,213,196 | |
Free Market International Equity Fund | | | 11,995,103 | |
Free Market Fixed Income Fund | | | 12,510,855 | |
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 as of January 4, 2021, Herald Investment Marketing, LLC (the “Distributor”), an affiliate of Vigilant Compliance, LLC, serves as the principal underwriter and distributor of the Funds’ shares pursuant to a Distribution Agreement with RBB. Prior to January 4, 2021, Quasar Distributors, LLC, a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, served 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.
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 | | $ | 161,721,643 | | | $ | 596,504,687 | |
Free Market International Equity Fund | | | 112,807,035 | | | | 251,642,463 | |
Free Market Fixed Income Fund | | | 570,347,401 | | | | 58,457,020 | |
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, 2021
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, 2021, 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 | | $ | 1,971,548,015 | | | $ | 1,681,134,347 | | | $ | (19,066,039 | ) | | $ | 1,662,068,308 | |
Free Market International Equity Fund | | | 2,063,636,097 | | | | 647,782,055 | | | | (30,822,686 | ) | | | 616,959,369 | |
Free Market Fixed Income Fund | | | 2,757,268,044 | | | | 67,609,941 | | | | (5,797,298 | ) | | | 61,812,643 | |
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, 2021, primarily attributable to equalization, were reclassified among the following accounts:
| | DISTRIBUTABLE EARNINGS/(LOSS) | | | Paid-In Capital | |
Free Market U.S. Equity Fund | | $ | (11,149,335 | ) | | $ | 11,149,335 | |
Free Market International Equity Fund | | | — | | | | — | |
Free Market Fixed Income Fund | | | — | | | | — | |
As of August 31, 2021, 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 | | $ | 32,386,078 | | | $ | 74,544,126 | | | $ | — | | | $ | 1,662,068,308 | |
Free Market International Equity Fund | | | 35,219,288 | | | | — | | | | (96,762,516 | ) | | | 616,959,369 | |
Free Market Fixed Income Fund | | | — | | | | — | | | | — | | | | 61,812,643 | |
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 and are inclusive of underlying partnerships and investments. 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, 2021 and August 31, 2020 were as follows:
| | | | | | Ordinary Income | | | Long-Term Gains | | | RETURN OF CAPITAL | | | Total | |
Free Market U.S. Equity Fund | | | 2021 | | | $ | 14,110,436 | | | $ | 36,596,069 | | | $ | — | | | $ | 50,706,505 | |
| | | 2020 | | | | 26,516,498 | | | | 142,896,321 | | | | — | | | | 169,412,819 | |
Free Market International Equity Fund | | | 2021 | | | | 29,143,899 | | | | 41,225,666 | | | | — | | | $ | 70,369,565 | |
| | | 2020 | | | | 32,785,339 | | | | 27,318,438 | | | | — | | | | 60,103,777 | |
Free Market Fixed Income Fund | | | 2021 | | | | 11,112,294 | | | | 6,838,031 | | | | 79,992 | | | $ | 18,030,317 | |
| | | 2020 | | | | 41,833,397 | | | | — | | | | — | | | | 41,833,397 | |
27
FREE MARKET FUNDS
Notes to Financial Statements (Concluded)
AUGUST 31, 2021
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. As of August 31, 2021, the Free Market International Equity Fund had $15,267,481 of short-term capital loss carryforwards and $81,495,035 of long-term capital loss carryforwards.
6. | NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES |
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Funds. When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely affect a Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Funds’ financial statements.
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined there were no subsequent events.
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 (three of the funds constituting The RBB Fund, Inc., hereafter collectively referred to as the “Funds”) as of August 31, 2021, the related statements of operations for the year ended August 31, 2021, the statements of changes in net assets for each of the two years in the period ended August 31, 2021, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2021 (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, 2021, 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, 2021 and each of the financial highlights for each of the five years in the period ended August 31, 2021 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, 2021 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinions.
Philadelphia, Pennsylvania
October 29, 2021
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, 2021 were as follows:
| | Ordinary Income | | | Long-Term CAPITAL GAINS | | | RETURN OF CAPITAL | | | Total | |
Free Market U.S. Equity Fund | | $ | 14,110,436 | | | $ | 36,596,069 | | | $ | — | | | $ | 50,706,505 | |
Free Market International Equity Fund | | | 29,143,899 | | | | 41,225,666 | | | | — | | | | 70,369,565 | |
Free Market Fixed Income Fund | | | 11,112,294 | | | | 6,838,031 | | | | 79,992 | | | | 18,030,317 | |
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 78.05% 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 64.14% for the Free Market Fixed Income Fund. A total of 52.55% 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 2021. 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 2022.
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 $4,863,390 and earned $52,628,259 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 12-13, 2021 (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 year-to-date, one-year, five-year, ten-year, and since-inception periods, as applicable, and for the quarter ended March 31, 2021. 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 outperformed its benchmark for the year-to-date period ended March 31, 2021, and underperformed its benchmark for the one-year, five-year, ten-year, and since-inception periods ended March 31, 2021. 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, 2020.
The Directors noted the Free Market International Equity Fund had outperformed its benchmark for the year-to-date, one-year, and since-inception periods, and underperformed its benchmark for the five-year and ten-year periods, each ended March 31, 2021. The Directors also noted that the Free Market International Equity Fund ranked in the 3rd quintile in its Performance Group for the one-year, two-year, three-year and four-year periods and in the 2nd quintile for the five-year period ended December 31, 2020.
The Directors noted the Free Market Fixed Income Fund had outperformed its benchmark for the one-year period, and underperformed its benchmark for the year-to-date, five-year, ten-year, and since-inception periods, each ended March 31, 2021. The Directors also noted that the Free Market Fixed Income Fund ranked in the 4th quintile in its Performance Group for the one-year period and in the 5th quintile for the two-year, three-year, four-year and five-year periods ended December 31, 2020.
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 the voluntary fee waiver 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 Free Market U.S. Equity 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.
The Directors noted that the actual advisor fee of the Free Market International Equity Fund ranked in the 1st 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 1st 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 Agreements should be approved and continued for an additional one year period ending August 16, 2022.
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 Regulatory Oversight Committee received and reviewed a written report (the “Report”) of Vigilant and the Adviser concerning the operation of the Programs for the period from January 1, 2020 to December 31, 2020 (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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
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: 73 | Chairman
Director | 2005 to present
1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | 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 |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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 |
36
FREE MARKET FUNDS
COMPANY MANAGEMENT (CONCLUDED)
(UNAUDITED)
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 has served 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. |
39
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
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
Herald Investment Marketing, LLC
Gateway Corporate Center, Suite 216
223 Wilmington West Chester Pike
Chadds Ford, PA 19317
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-AR21
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, 2021
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
August 31, 2021 (Unaudited)
Matson Money U.S. Equity VI Portfolio
The twelve-month period ended August 31, 2021 saw some periods of noticeable volatility in domestic equity markets. Common news stories over the past twelve months have included continued coverage of the global COVID-19 pandemic and the availability of the vaccines, reopening of the economy and attempts to return to some level of normalcy, indices hitting record highs, a significant drop in the U.S. unemployment rate, the 2020 presidential election, and the withdrawal of U.S. troops from Afghanistan. The performance of U.S. equities in 2021 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, 2021, the Matson Money U.S. Equity VI Portfolio provided a total return of 49.31% at net asset value. This compares with a return of 45.87% 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. small company stocks performed better than U.S. large company stocks during the period. The Russell 2000® Index returned 47.08%, while the S&P 500® Index was up 31.17% for the twelve-month period ended August 31, 2021. Furthermore, for the same time-period, the Russell 2000® Value Index returned 59.49% and the Russell 1000® Value Index returned 36.44%.
In summary, U.S. small cap stocks performed better than large cap stocks and U.S. value stocks outperformed U.S. growth stocks. Factors that contributed to the Portfolio’s overperformance 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, 2021 (Unaudited)
Matson Money International Equity VI Portfolio
The global markets experienced a roller coaster ride during the twelve-month period ended August 31, 2021. 2020 ended with international equity markets faring better than U.S. markets, however over the entire twelve months, U.S. equity markets outpaced international equity markets. We also saw the continued effects of the COVID-19 pandemic that has caused tremendous global human and economic hardships, while global markets attempted to return to some level of normalcy.
For the twelve months ended August 31, 2021, the Matson Money International Equity VI Portfolio provided a total return of 33.96% at net asset value. This compares with a return of 26.57% 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 U.S.
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 during the fiscal year. The MSCI EAFE Small Cap Index returned 32.81% for the twelve months ended August 31, 2021, while the MSCI EAFE Index returned 26.12% for the same period. Furthermore, for the same time period, the MSCI EAFE Value Index rose by 26.99%, while the MSCI EAFE Small Cap Value Index returned 35.52% and the MSCI Emerging Markets Index returned 21.12%.
In summary, factors that contributed to the Portfolio’s overperformance 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, 2021 (Unaudited)
Matson Money Fixed Income VI Portfolio
The U.S. economy experienced periods of volatility during the twelve months ended August 31, 2021. We continued to see the effects of the COVID-19 pandemic causing tremendous global human and economic hardship while global markets attempted to return to some level of normalcy. Disruptions to economic activity continued to affect financial conditions. The U.S. Federal Reserve continued to hold its policy rate close to zero to support the economic recovery. The broad proxy for the U.S. bond market, the Bloomberg U.S. Aggregate Bond Index fell -0.08%, while the Bloomberg Global Aggregate Bond Index (hedged) returned 0.76% for the twelve-month period ended August 31, 2021. As a result of the increase in interest rates, long-term bonds were outperformed by ones with shorter maturities. For the twelve months ended August 31, 2021, the Bloomberg U.S. Government/Credit 1-3 Years Index returned 0.15% while the Morningstar Long-Term U.S. Government Bond Index, which includes U.S. Treasury and U.S. Government Agency bonds with maturities of seven years or longer, returned -6.16%.
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, 2021, the Matson Money Fixed Income VI Portfolio returned 0.22%. This compares with a return of 0.26% 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, 2021 (Unaudited)
The Russell 2500 Index: The Russell 2500™ Index measures the performance of the small to mid-cap segment of the US equity universe, commonly referred to as “smid” cap. The Russell 2500™ Index is a subset of the Russell 3000® Index. It includes approximately 2500 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2500™ Index is constructed to provide a comprehensive and unbiased barometer for the small to mid-cap segment. The index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small to mid-cap opportunity set.
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: The Russell 2000® Value Index measures the performance of small-cap value segment of the US equity universe. It includes those Russell 2000® companies with lower price-to-book ratios and lower forecasted growth values. The Russell 2000® Value Index is constructed to provide a comprehensive and unbiased barometer for the small-cap value segment. The index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set and that the represented companies continue to reflect value characteristics.
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: The Russell 1000® Value Index measures the performance of the large-cap value segment of the US equity universe. It includes those Russell 1000® companies with lower price-to-book ratios and lower expected growth values. The Russell 1000® Value Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect value characteristics.
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 934 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
MSCI EAFE Small Cap Index is an equity index which captures small cap representation across Developed Markets countries* around the world, excluding the US and Canada. With 2,377 constituents, the index covers approximately 14% of the free float adjusted market capitalization in each country.
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. 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 EAFE Index is an equity index which captures large and mid-cap representation across 21 Developed Markets countries* around the world, excluding the US and Canada. With 843 constituents, the index covers approximately 85% of the free float adjusted market capitalization in each country
MSCI EAFE Value Index captures large and mid-cap securities exhibiting overall value style characteristics across Developed Markets countries* around the world, excluding the US 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 27 Emerging Markets (EM) countries**. With 1,407 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country.
4
MATSON MONEY VI PORTFOLIOS
Annual Investment Adviser’s Report (Concluded)
August 31, 2021 (Unaudited)
Bloomberg 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 Global Aggregate Bond Index is a flagship measure of global investment grade debt from twenty-four local currency markets.
Bloomberg 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 3 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, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, UK and the U.S.
** EM countries include: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, 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 Portfolios are distributed by Vigilant Distributors, LLC. Member of FINRA and SIPC.
5
MATSON MONEY VI PORTFOLIOS
Performance Data
August 31, 2021 (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, 2021 |
| 1 YEAR | 5 YEARS | SINCE INCEPTION |
Matson Money U.S. Equity VI Portfolio | 49.31% | 12.27% | 9.61%(1) |
Russell 2500® Index | 45.87% | 15.10% | 12.05%(3) |
Composite Index(2) | 43.50% | 14.09% | 11.87%(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 9.41%. |
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 December 31, 2020 is 1.06% (included in the ratio is 0.30% 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 $36.70 per share on August 31, 2021.
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, 2021 (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, 2021 |
| 1 YEAR | 5 YEARS | SINCE INCEPTION |
Matson Money International Equity VI Portfolio | 33.96% | 7.89% | 4.22%(1) |
MSCI World (excluding U.S.) Index | 26.57% | 9.78% | 6.13%(3) |
Composite Index(2) | 27.07% | 9.85% | 6.49%(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 4.02%. |
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 December 31, 2020 is 1.29% (included in the ratio is 0.46% 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 $28.00 per share on August 31, 2021.
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, 2021 (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, 2021 |
| 1 YEAR | 5 YEARS | SINCE INCEPTION |
Matson Money Fixed Income VI Portfolio | 0.22% | 1.52% | 1.26%(1) |
FTSE World Government Bond Index 1-5 Years | 0.26% | 1.99% | 1.87%(3) |
Composite Index(2) | -0.05% | 2.10% | 2.04%(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 1.23%. |
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 December 31, 2020 is 0.88% (included in the ratio is 0.14% 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 $25.55 per share on August 31, 2021.
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, 2021 (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, 2021 through August 31, 2021, 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.
9
MATSON MONEY VI PORTFOLIOS
Fund Expense Examples (CONCLUDED)
August 31, 2021 (Unaudited)
| BEGINNING ACCOUNT VALUE MARCH 1, 2021 | ENDING ACCOUNT VALUE AUGUST 31, 2021 | EXPENSES PAID* | ANNUALIZED EXPENSE RATIO* | ACTUAL SIX- MONTH TOTAL INVESTMENT RETURN FOR THE PORTFOLIO |
Actual | | | | | |
Matson Money U.S. Equity VI Portfolio | $ 1,000.00 | $ 1,123.40 | $ 3.96 | 0.74% | 12.34% |
Matson Money International Equity VI Portfolio | 1,000.00 | 1,098.00 | 4.23 | 0.80% | 9.80% |
Matson Money Fixed Income VI Portfolio | 1,000.00 | 1,005.50 | 3.69 | 0.73% | 0.55% |
Hypothetical (5% return before expenses) |
Matson Money U.S. Equity VI Portfolio | $ 1,000.00 | $ 1,021.48 | $ 3.77 | 0.74% | N/A |
Matson Money International Equity VI Portfolio | 1,000.00 | 1,021.17 | 4.08 | 0.80% | N/A |
Matson Money Fixed Income VI Portfolio | 1,000.00 | 1,021.53 | 3.72 | 0.73% | N/A |
* | Expenses are equal to each Portfolio’s annualized six-month expense ratio for the period March 1, 2021 to August 31, 2021, 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 365 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, 2021 to August 31, 2021. 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% - 0.07% |
Matson Money International Equity VI Portfolio | 0.00% - 0.14% |
Matson Money Fixed Income VI Portfolio | 0.00% - 0.02% |
10
MATSON MONEY VI PORTFOLIOS
MATSON MONEY U.S. EQUITY VI PORTFOLIO
Portfolio of Investments
August 31, 2021
| | NUMBER OF SHARES | | | VALUE | |
DOMESTIC EQUITY FUNDS — 99.1% | | | | |
U.S. Large Cap Value Portfolio III (a) | | | 265,438 | | | $ | 8,194,060 | |
U.S. Large Company Portfolio (a) | | | 131,130 | | | | 4,455,810 | |
U.S. Micro Cap Portfolio (b) | | | 166,916 | | | | 4,810,527 | |
U.S. Small Cap Portfolio (b) | | | 100,967 | | | | 4,803,021 | |
U.S. Small Cap Value Portfolio (b) | | | 71,191 | | | | 3,212,835 | |
VA U.S. Large Value Portfolio (b) | | | 38,334 | | | | 1,243,552 | |
VA U.S. Targeted Value Portfolio (b) | | | 197,530 | | | | 4,784,169 | |
TOTAL DOMESTIC EQUITY FUNDS | | | | |
(Cost $23,189,673) | | | | | | | 31,503,974 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.0% |
STIT-Government & Agency Portfolio, 0.03%* | | | 311,807 | | | | 311,807 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $311,807) | | | | | | | 311,807 | |
TOTAL INVESTMENTS — 100.1% | | | | |
(Cost $23,501,480) | | | | | | | 31,815,781 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.1)% | | | | | | | (19,833 | ) |
NET ASSETS — 100.0% | | | | | | $ | 31,795,948 | |
| | | | | | | | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
Domestic Equity Funds | | | 99.1 | % | | $ | 31,503,974 | |
Short-Term Investments | | | 1.0 | | | | 311,807 | |
Liabilities In Excess Of Other Assets | | | (0.1 | ) | | | (19,833 | ) |
NET ASSETS | | | 100.0 | % | | $ | 31,795,948 | |
* | Seven-day yield as of August 31, 2021. |
(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, 2021
| | NUMBER OF SHARES | | | VALUE | |
INTERNATIONAL EQUITY FUNDS — 99.2% | | | | |
DFA International Small Cap Value Portfolio (a) | | | 288,333 | | | $ | 6,409,642 | |
DFA International Value Portfolio III (b) | | | 409,527 | | | | 6,794,051 | |
Emerging Markets Small Cap Portfolio (a) | | | 41,815 | | | | 1,130,257 | |
Emerging Markets Value Portfolio, Class Institutional (a) | | | 34,595 | | | | 1,128,823 | |
iShares Core MSCI EAFE ETF | | | 11,704 | | | | 898,282 | |
iShares Core MSCI Emerging Markets ETF | | | 19,115 | | | | 1,225,080 | |
VA International Small Portfolio (a) | | | 251,937 | | | | 3,882,349 | |
VA International Value Portfolio (a) | | | 82,816 | | | | 1,132,922 | |
TOTAL INTERNTAIONAL EQUITY FUNDS | | | | |
(Cost $19,305,746) | | | | | | | 22,601,406 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.9% |
STIT-Government & Agency Portfolio, 0.03%* | | | 198,775 | | | | 198,775 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $198,775) | | | | | | | 198,775 | |
TOTAL INVESTMENTS — 100.1% | | | | |
(Cost $19,504,521) | | | | | | | 22,800,181 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.1)% | | | | | | | (20,426 | ) |
NET ASSETS — 100.0% | | | | | | $ | 22,779,755 | |
| | | | | | | | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
International Equity Funds | | | 99.2 | % | | $ | 22,601,406 | |
Short-Term Investments | | | 0.9 | | | | 198,775 | |
Liabilities In Excess Of Other Assets | | | (0.1 | ) | | | (20,426 | ) |
NET ASSETS | | | 100.0 | % | | $ | 22,779,755 | |
* | Seven-day yield as of August 31, 2021. |
(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, 2021
| | NUMBER OF SHARES | | | VALUE | |
FIXED INCOME FUNDS — 98.6% | | | | |
DFA One-Year Fixed Income Portfolio (a) | | | 369,548 | | | $ | 3,806,343 | |
DFA Two-Year Global Fixed Income Portfolio (a) | | | 498,974 | | | | 4,964,796 | |
iShares 1-3 Year Treasury Bond ETF | | | 15,358 | | | | 1,324,627 | |
iShares 3-7 Year Treasury Bond ETF | | | 15,094 | | | | 1,982,144 | |
iShares Core International Aggregate Bond ETF | | | 89,436 | | | | 4,986,057 | |
iShares Intermediate-Term Corporate Bond ETF | | | 32,578 | | | | 1,981,720 | |
iShares Short-Term Corporate Bond ETF | | | 145,634 | | | | 7,985,112 | |
iShares TIPS Bond ETF | | | 12,832 | | | | 1,662,899 | |
VA Global Bond Portfolio (a) | | | 309,333 | | | | 3,312,952 | |
VA Short-Term Fixed Income Portfolio (a) | | | 63,600 | | | | 648,719 | |
TOTAL FIXED INCOME FUNDS | | | | |
(Cost $31,953,870) | | | | | | | 32,655,369 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.4% |
STIT-Government & Agency Portfolio, 0.03%* | | | 457,415 | | | | 457,415 | |
TOTAL SHORT-TERM INVESTMENTS | | | | |
(Cost $457,415) | | | | | | | 457,415 | |
TOTAL INVESTMENTS — 100.0% | | | | |
(Cost $32,411,285) | | | | | | | 33,112,784 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — 0.0% | | | | | | | (9,537 | ) |
NET ASSETS — 100.0% | | | | | | $ | 33,103,247 | |
| | | | | | | | |
PORTFOLIO HOLDINGS SUMMARY TABLE |
| | % of Net Assets | | | Value | |
Fixed Income Funds | | | 98.6 | % | | $ | 32,655,369 | |
Short-Term Investments | | | 1.4 | | | | 457,415 | |
Liabilities In Excess Of Other Assets | | | 0.0 | | | | (9,537 | ) |
NET ASSETS | | | 100.0 | % | | $ | 33,103,247 | |
* | Seven-day yield as of August 31, 2021. |
(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, 2021
| | MATSON MONEY U.S. EQUITY VI PORTFOLIO | | | MATSON MONEY INTERNATIONAL EQUITY VI PORTFOLIO | | | MATSON MONEY FIXED INCOME VI PORTFOLIO | |
ASSETS | | | | | | | | | | | | |
Investments, at value (cost $23,189,673, $19,305,746 and $31,953,870, respectively) | | $ | 31,503,974 | | | $ | 22,601,406 | | | $ | 32,655,369 | |
Short-term investments, at value (cost $311,807, $198,775 and $457,415, respectively) | | | 311,807 | | | | 198,775 | | | | 457,415 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | 17,072 | | | | 11,366 | | | | 28,610 | |
Prepaid expenses and other assets | | | 910 | | | | 152 | | | | 742 | |
Total assets | | | 31,833,763 | | | | 22,811,699 | | | | 33,142,136 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Audit fees | | | 17,623 | | | | 17,507 | | | | 17,523 | |
Advisory fees | | | 13,139 | | | | 9,448 | | | | 13,975 | |
Administration and accounting fees | | | 3,490 | | | | 3,212 | | | | 3,563 | |
Transfer agent fees | | | 421 | | | | 380 | | | | 434 | |
Capital shares redeemed | | | 42 | | | | 33 | | | | 28 | |
Other accrued expenses and liabilities | | | 3,100 | | | | 1,364 | | | | 3,366 | |
Total liabilities | | | 37,815 | | | | 31,944 | | | | 38,889 | |
Net assets | | $ | 31,795,948 | | | $ | 22,779,755 | | | $ | 33,103,247 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par Value | | $ | 866 | | | $ | 814 | | | $ | 1,296 | |
Paid-in capital | | | 21,839,743 | | | | 19,261,543 | | | | 32,470,138 | |
Total distributable earnings/(loss) | | | 9,955,339 | | | | 3,517,398 | | | | 631,813 | |
Net assets | | $ | 31,795,948 | | | $ | 22,779,755 | | | $ | 33,103,247 | |
| | | | | | | | | | | | |
CAPITAL SHARES: | | | | | | | | | | | | |
Net assets | | $ | 31,795,948 | | | $ | 22,779,755 | | | $ | 33,103,247 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 866,339 | | | | 813,571 | | | | 1,295,659 | |
Net asset value, offering and redemption price per share | | $ | 36.70 | | | $ | 28.00 | | | $ | 25.55 | |
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, 2021
| | 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 | | $ | 435,215 | | | $ | 475,416 | | | $ | 243,911 | |
Total investment income | | | 435,215 | | | | 475,416 | | | | 243,911 | |
| | | | | | | | | | | | |
EXPENSES: | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 143,974 | | | | 104,425 | | | | 151,749 | |
Audit and tax services fees | | | 30,086 | | | | 30,089 | | | | 30,114 | |
Administration and accounting fees (Note 2) | | | 19,988 | | | | 17,271 | | | | 19,589 | |
Printing and shareholder reporting fees | | | 7,878 | | | | 6,242 | | | | 8,614 | |
Custodian fees (Note 2) | | | 4,098 | | | | 2,586 | | | | 3,047 | |
Director fees | | | 2,973 | | | | 2,189 | | | | 3,456 | |
Legal fees | | | 1,798 | | | | 1,269 | | | | 1,852 | |
Officer fees | | | 1,289 | | | | 899 | | | | 1,419 | |
Transfer agent fees (Note 2) | | | 309 | | | | 1,692 | | | | 2,246 | |
Other expenses | | | 754 | | | | 206 | | | | 237 | |
Total expenses | | | 213,147 | | | | 166,868 | | | | 222,323 | |
Net investment income/(loss) | | | 222,068 | | | | 308,548 | | | | 21,588 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | | | | | |
Non-affiliated funds | | | 1,896,774 | | | | 683,588 | | | | 48,963 | |
Capital gain distributions from non-affiliated fund investments | | | 85,701 | | | | 58,739 | | | | — | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | | | | | |
Non-affiliated funds | | | 9,177,417 | | | | 4,992,500 | | | | 2,245 | |
Net realized and unrealized gain/(loss) on investments | | | 11,159,892 | | | | 5,734,827 | | | | 51,208 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 11,381,960 | | | $ | 6,043,375 | | | $ | 72,796 | |
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, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 222,068 | | | $ | 214,567 | |
Net realized gain/(loss) from investments | | | 1,982,475 | | | | 625,526 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 9,177,417 | | | | (428,512 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 11,381,960 | | | | 411,581 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (1,112,545 | ) | | | (1,496,610 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,112,545 | ) | | | (1,496,610 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 4,806,910 | | | | 4,803,621 | |
Reinvestment of distributions | | | 1,112,545 | | | | 1,496,610 | |
Shares redeemed | | | (9,463,229 | ) | | | (4,983,541 | ) |
Net increase/(decrease) in net assets from capital shares | | | (3,543,774 | ) | | | 1,316,690 | |
Total increase/(decrease) in net assets | | | 6,725,641 | | | | 231,661 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 25,070,307 | | | | 24,838,646 | |
End of period | | $ | 31,795,948 | | | $ | 25,070,307 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 140,452 | | | | 205,802 | |
Dividends and distributions reinvested | | | 38,350 | | | | 51,679 | |
Shares redeemed | | | (290,841 | ) | | | (196,267 | ) |
Net increase/(decrease) in shares outstanding | | | (112,039 | ) | | | 61,214 | |
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, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 308,548 | | | $ | 366,406 | |
Net realized gain/(loss) from investments | | | 742,327 | | | | (56,754 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 4,992,500 | | | | (73,772 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 6,043,375 | | | | 235,880 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (430,312 | ) | | | (892,907 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (430,312 | ) | | | (892,907 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 3,504,955 | | | | 3,624,757 | |
Reinvestment of distributions | | | 430,312 | | | | 892,907 | |
Shares redeemed | | | (5,327,668 | ) | | | (3,529,908 | ) |
Net increase/(decrease) in net assets from capital shares | | | (1,392,401 | ) | | | 987,756 | |
Total increase/(decrease) in net assets | | | 4,220,662 | | | | 330,729 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 18,559,093 | | | | 18,228,364 | |
End of period | | $ | 22,779,755 | | | $ | 18,559,093 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 133,013 | | | | 180,551 | |
Dividends and distributions reinvested | | | 17,679 | | | | 36,791 | |
Shares redeemed | | | (206,417 | ) | | | (166,464 | ) |
Net increase/(decrease) in shares outstanding | | | (55,725 | ) | | | 50,878 | |
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, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 21,588 | | | $ | 485,768 | |
Net realized gain/(loss) from investments | | | 48,963 | | | | 39,000 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 2,245 | | | | 238,804 | |
Net increase/(decrease) in net assets resulting from operations | | | 72,796 | | | | 763,572 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (170,529 | ) | | | (496,143 | ) |
Return of capital | | | (14,611 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (185,140 | ) | | | (496,143 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 9,842,877 | | | | 5,478,109 | |
Reinvestment of distributions | | | 185,140 | | | | 496,143 | |
Shares redeemed | | | (4,135,263 | ) | | | (8,465,121 | ) |
Net increase/(decrease) in net assets from capital shares | | | 5,892,754 | | | | (2,490,869 | ) |
Total increase/(decrease) in net assets | | | 5,780,410 | | | | (2,223,440 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 27,322,837 | | | | 29,546,277 | |
End of period | | $ | 33,103,247 | | | $ | 27,322,837 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 385,803 | | | | 216,510 | |
Dividends and distributions reinvested | | | 7,229 | | | | 19,854 | |
Shares redeemed | | | (162,244 | ) | | | (335,860 | ) |
Net increase/(decrease) in shares outstanding | | | 230,788 | | | | (99,496 | ) |
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 25.62 | | | $ | 27.08 | | | $ | 33.12 | | | $ | 29.15 | | | $ | 26.80 | |
Net investment income/(loss)(1) | | | 0.25 | | | | 0.22 | | | | 0.21 | | | | 0.18 | | | | 0.14 | |
Net realized and unrealized gain/(loss) on investments | | | 12.06 | | | | (0.04 | ) | | | (4.34 | ) | | | 5.40 | | | | 3.44 | |
Net increase/(decrease) in net assets resulting from operations | | | 12.31 | | | | 0.18 | | | | (4.13 | ) | | | 5.58 | | | | 3.58 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.29 | ) | | | (0.24 | ) | | | (0.27 | ) | | | (0.33 | ) | | | (0.21 | ) |
Net realized capital gains | | | (0.94 | ) | | | (1.40 | ) | | | (1.64 | ) | | | (1.28 | ) | | | (1.02 | ) |
Total dividends and distributions to shareholders | | | (1.23 | ) | | | (1.64 | ) | | | (1.91 | ) | | | (1.61 | ) | | | (1.23 | ) |
Net asset value, end of period | | $ | 36.70 | | | $ | 25.62 | | | $ | 27.08 | | | $ | 33.12 | | | $ | 29.15 | |
Total investment return/(loss)(2) | | | 49.31 | % | | | (0.02 | )% | | | (11.89 | )% | | | 19.56 | % | | | 13.42 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 31,796 | | | $ | 25,070 | | | $ | 24,839 | | | $ | 26,181 | | | $ | 20,093 | |
Ratio of expenses to average net assets with waivers, if any(3) | | | 0.74 | % | | | 0.76 | % | | | 0.76 | % | | | 0.73 | % | | | 0.81 | % |
Ratio of expenses to average net assets without waivers, if any(3) | | | 0.74 | % | | | 0.76 | % | | | 0.76 | % | | | 0.73 | % | | | 0.81 | % |
Ratio of net investment income/(loss) to average net assets with waivers(3) | | | 0.77 | % | | | 0.86 | % | | | 0.72 | % | | | 0.58 | % | | | 0.49 | % |
Portfolio turnover rate | | | 18 | % | | | 18 | % | | | 17 | % | | | 12 | % | | | 21 | % |
(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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 21.35 | | | $ | 22.27 | | | $ | 26.16 | | | $ | 26.60 | | | $ | 22.54 | |
Net investment income/(loss)(1) | | | 0.37 | | | | 0.42 | | | | 0.43 | | | | 0.47 | | | | 0.29 | |
Net realized and unrealized gain/(loss) on investments | | | 6.80 | | | | (0.25 | ) | | | (3.51 | ) | | | (0.13 | ) | | | 4.51 | |
Net increase/(decrease) in net assets resulting from operations | | | 7.17 | | | | 0.17 | | | | (3.08 | ) | | | 0.34 | | | | 4.80 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.35 | ) | | | (0.52 | ) | | | (0.39 | ) | | | (0.54 | ) | | | (0.44 | ) |
Net realized capital gains | | | (0.17 | ) | | | (0.57 | ) | | | (0.42 | ) | | | (0.24 | ) | | | (0.30 | ) |
Total dividends and distributions to shareholders | | | (0.52 | ) | | | (1.09 | ) | | | (0.81 | ) | | | (0.78 | ) | | | (0.74 | ) |
Net asset value, end of period | | $ | 28.00 | | | $ | 21.35 | | | $ | 22.27 | | | $ | 26.16 | | | $ | 26.60 | |
Total investment return/(loss)(2) | | | 33.96 | % | | | 0.17 | % | | | (11.62 | )% | | | 1.13 | % | | | 21.90 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 22,780 | | | $ | 18,559 | | | $ | 18,228 | | | $ | 17,950 | | | $ | 15,019 | |
Ratio of expenses to average net assets with waivers, if any(3) | | | 0.80 | % | | | 0.83 | % | | | 0.86 | % | | | 0.79 | % | | | 0.88 | % |
Ratio of expenses to average net assets without waivers, if any(3) | | | 0.80 | % | | | 0.83 | % | | | 0.86 | % | | | 0.79 | % | | | 0.88 | % |
Ratio of net investment income/(loss) to average net assets with waivers(3) | | | 1.48 | % | | | 1.99 | % | | | 1.82 | % | | | 1.70 | % | | | 1.22 | % |
Portfolio turnover rate | | | 18 | % | | | 26 | % | | | 13 | % | | | 8 | % | | | 21 | % |
(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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 25.66 | | | $ | 25.38 | | | $ | 24.74 | | | $ | 25.12 | | | $ | 25.31 | |
Net investment income/(loss)(1) | | | 0.02 | | | | 0.43 | | | | 0.59 | | | | 0.23 | | | | 0.18 | |
Net realized and unrealized gain/(loss) on investments | | | 0.04 | | | | 0.27 | | | | 0.61 | | | | (0.36 | ) | | | (0.13 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 0.06 | | | | 0.70 | | | | 1.20 | | | | (0.13 | ) | | | 0.05 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.16 | ) | | | (0.42 | ) | | | (0.56 | ) | | | (0.22 | ) | | | (0.12 | ) |
Net realized capital gains | | | — | | | | — | | | | — | (2) | | | (0.03 | ) | | | (0.12 | ) |
Return of capital | | | (0.01 | ) | | | — | | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.17 | ) | | | (0.42 | ) | | | (0.56 | ) | | | (0.25 | ) | | | (0.24 | ) |
Net asset value, end of period | | $ | 25.55 | | | $ | 25.66 | | | $ | 25.38 | | | $ | 24.74 | | | $ | 25.12 | |
Total investment return/(loss)(3) | | | 0.22 | % | | | 2.80 | % | | | 4.98 | % | | | (0.50 | )% | | | 0.19 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 33,103 | | | $ | 27,323 | | | $ | 29,546 | | | $ | 30,405 | | | $ | 26,017 | |
Ratio of expenses to average net assets with waivers, if any(4) | | | 0.73 | % | | | 0.74 | % | | | 0.74 | % | | | 0.71 | % | | | 0.77 | % |
Ratio of expenses to average net assets without waivers, if any(4) | | | 0.73 | % | | | 0.74 | % | | | 0.74 | % | | | 0.71 | % | | | 0.77 | % |
Ratio of net investment income/(loss) to average net assets with waivers(4) | | | 0.07 | % | | | 1.69 | % | | | 2.39 | % | | | 0.93 | % | | | 0.70 | % |
Portfolio turnover rate | | | 8 | % | | | 46 | % | | | 19 | % | | | 2 | % | | | 11 | % |
(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, 2021
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-nine 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2021 (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, 2021
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 | | $ | 31,503,974 | | | $ | 25,476,253 | | | $ | — | | | $ | — | | | $ | 6,027,721 | |
Short-Term Investments | | | 311,807 | | | | 311,807 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 31,815,781 | | | $ | 25,788,060 | | | $ | — | | | $ | — | | | $ | 6,027,721 | |
* | 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 | | $ | 22,601,406 | | | $ | 17,586,135 | | | $ | — | | | $ | — | | | $ | 5,015,271 | |
Short-Term Investments | | | 198,775 | | | | 198,775 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 22,800,181 | | | $ | 17,784,910 | | | $ | — | | | $ | — | | | $ | 5,015,271 | |
* | 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, 2021
MATSON MONEY FIXED INCOME VI PORTFOLIO
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE* | |
Fixed Income Funds | | $ | 32,655,369 | | | $ | 28,693,698 | | | $ | — | | | $ | — | | | $ | 3,961,671 | |
Short-Term Investments | | | 457,415 | | | | 457,415 | | | | — | | | | — | | | | — | |
Total Investments** | | $ | 33,112,784 | | | $ | 29,151,113 | | | $ | — | | | $ | — | | | $ | 3,961,671 | |
* | 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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for
24
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
AUGUST 31, 2021
all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary market to market, 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 | |
25
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (Continued)
AUGUST 31, 2021
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 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 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.
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 | | $ | 143,974 | |
Matson Money International Equity VI Portfolio | | | 104,425 | |
Matson Money Fixed Income VI Portfolio | | | 151,749 | |
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 as of January 4, 2021, Herald Investment Marketing, LLC (the “Distributor”), an affiliate of Vigilant Compliance, LLC, serves as the principal underwriter and distributor of the Funds’ shares pursuant to a Distribution Agreement with RBB. Prior to January 4, 2021, Quasar Distributors, LLC, a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, served 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.
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 &
26
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (CONTINUED)
AUGUST 31, 2021
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.
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 | | $ | 5,123,476 | | | $ | 9,532,250 | |
Matson Money International Equity VI Portfolio | | | 3,605,313 | | | | 5,088,496 | |
Matson Money Fixed Income VI Portfolio | | | 8,100,507 | | | | 2,374,882 | |
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, 2021, 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 | | $ | 23,737,998 | | | $ | 8,314,811 | | | $ | (237,028 | ) | | $ | 8,077,783 | |
Matson Money International Equity VI Portfolio | | | 19,985,808 | | | | 3,359,423 | | | | (545,050 | ) | | | 2,814,373 | |
Matson Money Fixed Income VI Portfolio | | | 32,475,255 | | | | 729,169 | | | | (91,640 | ) | | | 637,529 | |
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.
There were no material permanent differences as of August 31, 2021.
27
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (CONTINUED)
AUGUST 31, 2021
As of August 31, 2021, 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 | | $ | — | | | $ | 1,885,179 | | | $ | — | | | $ | 8,077,783 | |
Matson Money International Equity VI Portfolio | | | 55,442 | | | | 647,583 | | | | — | | | | 2,814,373 | |
Matson Money Fixed Income VI Portfolio | | | — | | | | — | | | | — | | | | 637,528 | |
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, 2021 and August 31, 2020 were as follows:
| | | ORDINARY INCOME | | | LONG-TERM GAINS | | | RETURN OF CAPITAL | | | TOTAL | |
Matson Money U.S. Equity VI Portfolio | 2021 | | $ | 262,875 | | | $ | 849,670 | | | $ | — | | | $ | 1,112,545 | |
| 2020 | | | 221,900 | | | | 1,274,710 | | | | — | | | | 1,496,610 | |
Matson Money International Equity VI Portfolio | 2021 | | | 293,803 | | | | 136,509 | | | | — | | | | 430,312 | |
| 2020 | | | 428,978 | | | | 463,929 | | | | — | | | | 892,907 | |
Matson Money Fixed Income VI Portfolio | 2021 | | | 149,987 | | | | 20,542 | | | | 14,611 | | | | 185,140 | |
| 2020 | | | 496,143 | | | | — | | | | — | | | | 496,143 | |
Distributions from net investment income and short-term capital gains are treated as ordinary income 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, 2021, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2021. The Matson Money U.S. Equity Fund deferred qualified late-year losses of $7,623 and the Matson Money Fixed Income Fund deferred qualified late-year losses of $5,716 which will be treated as arising on the first business day of the following fiscal year.
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. The Matson Money Fixed Income Fund had utilized $26,840. As of August 31, 2021, the Funds had no unexpiring short-term or long-term losses.
6. | NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES |
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity
28
MATSON MONEY VI PORTFOLIOS
Notes to Financial Statements (concluded)
AUGUST 31, 2021
or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Funds. When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely affect a Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Funds’ financial statements.
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined there were no subsequent events.
29
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 (three of the funds constituting The RBB Fund, Inc., hereafter collectively referred to as the “Funds”) as of August 31, 2021, the related statements of operations for the year ended August 31, 2021, the statements of changes in net assets for each of the two years in the period ended August 31, 2021, including the related notes, and the financial highlights for each of the five years in the period ended August 31, 2021 (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, 2021, 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, 2021 and each of the financial highlights for each of the five years in the period ended August 31, 2021 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, 2021 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinions.
Philadelphia, Pennsylvania
October 29, 2021
We have served as the auditor of one or more Matson Money, Inc. investment companies since 2008.
30
MATSON MONEY VI PORTFOLIOS
Shareholder Tax Information
(Unaudited)
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2021 were as follows:
| | Ordinary Income | | | Long-Term Gains | | | RETURN OF CAPITAL | | | Total | |
Matson Money U.S. Equity VI Portfolio | | $ | 262,875 | | | $ | 849,670 | | | $ | — | | | $ | 1,112,545 | |
Matson Money International Equity VI Portfolio | | | 293,803 | | | | 136,509 | | | | — | | | | 430,312 | |
Matson Money Fixed Income VI Portfolio | | | 149,987 | | | | 20,542 | | | | 14,611 | | | | 185,140 | |
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 97.76% 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 52.44% 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 2021. 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 2022.
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 $40,247 and earned $453,578 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.
31
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 12-13, 2021 (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 year-to-date, one-year, five-year, ten-year, and since-inception periods, as applicable, and for the quarter ended March 31, 2021. 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.
32
MATSON MONEY VI PORTFOLIOS
Other Information (Concluded)
(Unaudited)
The Directors noted the Matson Money U.S. Equity VI Portfolio had outperformed its benchmark for the year-to-date period, and underperformed its benchmark for the one-year, three-year, five-year, and since inception periods, each ended March 31, 2021. The Directors also noted that the Matson Money U.S. Equity VI Portfolio ranked in the 4th quintile in its Performance Group for the one-year and five-year periods and in the 5th quintile for the two-year, three-year and four-year periods ended December 31, 2020.
Directors also considered that the Matson Money International Equity VI Portfolio had outperformed its benchmark for the year-to-date and one-year periods, and underperformed its benchmark for the three-year, five-year, and since inception periods, each ended March 31, 2021. The Directors also noted that the Matson Money International Equity VI Portfolio ranked in the 2nd quintile in its Performance Group for the five-year period, and in the 5th quintile for the one-year, two-year, three-year and four-year periods ended December 31, 2020.
The Directors noted the Matson Money Fixed Income VI Portfolio had outperformed its benchmark for the one-year period, and underperformed its benchmark for the year-to-date, three-year, five-year, and since inception periods, each ended March 31, 2021. The Directors also noted that the Matson Money Fixed Income 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, 2020.
The Board also considered the advisory fee rates payable by the Portfolios under the Investment Advisory Agreements. 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 3rd 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 2nd 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 3rd quintile of the Portfolio’s Lipper Expense Group, and that the total expenses of the Portfolio ranked in the 3rd 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 December 31, 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 Agreements should be approved and continued for an additional one year period ending August 16, 2022.
33
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 Regulatory Oversight Committee received and reviewed a written report (the “Report”) of Vigilant and the Adviser concerning the operation of the Programs for the period from January 1, 2020 to December 31, 2020 (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.
34
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
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 |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust.. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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 |
36
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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
37
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 has served 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.
38
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 |
39
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. |
40
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
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
Herald Investment Marketing, LLC
Gateway Corporate Center, Suite 216
223 Wilmington West Chester Pike
Chadds Ford, PA 19317
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-AR21
ANNUAL
report 2021
Motley Fool Asset Management Funds
Series of The RBB Fund, Inc.
8/31/21
MFAM Global Opportunities Fund | |
MFAM Mid-Cap Growth Fund | |
MFAM Global Opportunities Fund (FOOLX) | |
MFAM Mid-Cap Growth Fund (TMFGX) | |
Join our Community! Looking for more of our fun and educational insights, market commentary, and product updates? Email help@mfamfunds.com and we will deliver it directly to your inbox! Our investors are just as diverse as our portfolios! No matter where you are on your investment path, Motley Fool Asset Management strives to make investing accessible to people of all backgrounds and experience levels! We look forward to welcoming you to our Family!
On September 21-22, 2021, the Board of Directors of the Company approved the conversion of the Global Opportunities Fund and the Mid-Cap Growth Fund into exchange-traded funds (“ETFs”) by the reorganization of the Global Opportunities Fund and the Mid-Cap Growth Fund into corresponding ETFs, the MFAM Global Opportunities ETF and the MFAM Mid-Cap Growth ETF, respectively. There will be no change to the Funds’ investment objectives, investment strategies or portfolio management as a result of the reorganizations.
Table of Contents | |
| |
Letter to Shareholders | 1 |
Portfolio Characteristics | 6 |
Fund Expense Examples | 11 |
Schedules of Investments | 13 |
Financial Statements | 20 |
Notes to Financial Statements | 30 |
Report of Independent Registered Public Accounting Firm | 43 |
Shareholder Tax Information | 44 |
Notice to Shareholders | 45 |
Directors and Officers | 50 |
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Letter to Shareholders
AUGUST 31, 2021 (Unaudited)
| |
Bryan Hinmon Chief Investment Officer, Motley Fool Asset Management | |
Abbott: Who’s on first, What’s on second, I Don’t Know is on third...
Costello: You know the guys names on the baseball team?
Abbott: Yes.
Costello: Well go ahead, who’s on first?
Abbott: Yes.
Costello: I mean the guy’s name.
Abbott: Who?
Costello: The guy playing first.
Abbott: Who.
Costello: The guy playing first base.
Abbott: Who.
Costello: The guy on first base.
Abbott: Who is on first.
Costello: What are you asking me for? I don’t know!
Abbott: Now wait a minute...
Costello: I’m asking you who’s on first.
Abbott: That’s his name.
Costello: Well go ahead and tell me...
— Abbott and Costello, Who’s on First?1
Dear Fellow Shareholder,
The Who’s on First? skit is good for a laugh every time I watch it. It is a reminder that people seemingly engaged in the same conversation can actually be on two different planets of understanding. I’m certain this has happened to you, too, and I hope you were able to laugh and keep your cool instead of getting as spun up as Costello.
DIFFERENT CONVERSATIONS
When our investing team is asked why we believe we can outperform, we reply that we think differently than many other investment shops. A truly long-term orientation via our unique definition of Quality enables us to act and see things differently.
We so strongly believe in this philosophy that we don’t pay much attention to what other investors are doing. Doing so would just be a distraction. We go about our business in heads-down fashion, controlling what we can control, trying to be the best stewards of your (and our!) capital that we can be. But every once in a while, we’re lopped upside the head with a clear reminder that we do think differently from other investors and market participants.
This happened to me recently while I was reading the fiscal second quarter 2021 earnings call transcript for a business we own in the MFAM Mid-Cap Growth Fund2, Alarm.com. These 45-60 minute calls allow public company management teams to communicate with the investing public what is going on with their businesses. Management teams generally release quarterly financial details, provide helpful commentary, and take questions from the analyst community.
Now, executives are busy folk. Analysts have limited time and access to them and, therefore, should be asking only the most important questions that could influence investment decisions. That makes sense, right? With limited time and access, analysts should focus on what matters. What struck me while reading this call transcript was how unhelpful the questions being asked were to shaping our own investment opinion.
In other words, the items of heightened importance to the investing community (as represented by the analysts who dialed in live and felt the urge to ask a question), were completely different from what we consider of heightened importance. Seemingly on another planet. Our team seeks out information that is simply different from that sought by typical analysts.
1 | Abbott and Costello performed this sketch several times. Our feelings won’t be hurt if you stop reading now and track down one of their performances on YouTube. |
2 | As of August 31, 2021, the MFAM Mid-Cap Growth Fund held a 3.48% position in Alarm.com. |
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Letter to Shareholders (continued)
AUGUST 31, 2021 (Unaudited)
To put a finer point on this, I categorized the 11 questions that were asked on the call3. Only two of the 11 questions could be useful in our team’s analysis of Alarm.com’s business and investment potential. That is less than 20%! Five of the questions centered on next-quarter expectations or financial modeling and four other questions were, in our opinion, useless. [Useless may be a harsh classification, but these were questions pertaining to data that the company either discloses in its filings or could be deduced using available information.]
The obvious difference between the questions asked and the questions our team would have asked is orientation. I classified five questions as having a short-term orientation and only two as having a longer-term orientation. And really, the balance was closer to nine short-term and two long-term. The overwhelming tilt towards short-term orientation may help traders, but it doesn’t help long-term, patient owners of businesses. Unfortunately, what dominates most earnings calls and business news stories is oriented to the short-term. We view this as unhelpful, or worse, a distraction.
Who is on first base? Yes.
MARKET PERFORMANCE AND COMMENTARY
The full year period of September 1, 2020 through August 31, 2021 provides a novel storyline compared to recent history. First, let’s remember that the prior year (September 1, 2019 through August 31, 2020) included the first outbreak of COVID-19. In aggregate, stocks fell rapidly beginning in February 2020 and continued their decline into March 2020 as the world grappled with what a pandemic meant and didn’t. The peak to trough decline of US stocks was about 40%4. As time passed, the short- and long-term impacts were sorted, the vision of a new reality with an ever-present coronavirus set in, and by August 2020, US stocks had regained their losses.
The recovery was not universal, of course. Growth stocks5 had returned to previous highs by June 2020 and ended the fiscal year ended August 31, 2020 up more than 35%. Value stocks6 recovered some of their losses, but did not eclipse their pre-coronavirus highs, and finished the fiscal year ended August 31, 2020 in negative territory. We retell this story to point out that, at the beginning of the fiscal year ended August 31, 2021, the performance disparity between Growth and Value stocks was remarkable -- greater than 40%!
Whether Value stocks looked dramatically more attractive, or seemed a better fit for fears of rising inflation and interest rates (two macroeconomic storylines that dominated the airwaves the first half of the fiscal year ended August 31, 2021), they began to outperform Growth stocks. The “catch-up” was in full effect. At its most dramatic, the performance differential between Value and Growth stocks exceeded 26%. By August 31, 2021 , Growth stocks had closed the gap to a single-digit differential, with both Value and Growth stocks notching greater than 30% gains for the fiscal year ended August 31, 2021.
A similar catch-up phenomenon occurred with Small Capitalization stocks7. After trailing Mid and Large Capitalization stocks, Small Capitalization stocks advanced more than 47% during the fiscal year ended August 31, 2021, besting Mid Capitalization stocks by 5% and Large Capitalization stocks by more than 12%. As US consumers benefited from government support and a rapid economic recovery seemed likely, the more economically sensitive and domestic focused Small Capitalization segment of the market soared.
Outside the US, Global stocks8 recovered, too. However, negative consequences of the pandemic were, on average, more lasting and impactful with less access to vaccine production and distribution. Accordingly, the realized and anticipated pace of economic recovery were on average slower, and Global stocks trailed the advance in US stocks.
3 | I am not drawing from a widely accepted rubric of any sort, just applying my own judgement in good faith. |
4 | US stocks are represented by the Morningstar US Core TR Index. The index measures the performance of US stocks where neither growth nor value characteristics predominate. |
5 | Growth stocks are represented by the Morningstar US Growth Index. The index measures the performance of US stocks that are expected to grow at a faster pace than the rest of the market as measured by forward earnings, historical earnings, book value, cash flow and sales. |
6 | Value stocks are represented by the Morningstar US Value TR Index. The index measures the performance of stocks with relatively low prices given anticipated per-share earnings, book value, cash flow, sales and dividends. |
7 | Small Capitalization stocks are represented by the Morningstar US Small Cap TR Index. The index measures the performance of US stocks that fall between the 90th and 97th percentile in market capitalization of the investable universe. Mid Capitalization stocks are represented by the US Mid Cap TR Index. The index measures the performance of stocks that fall between the 70th and 90thpercentile in market capitalization of the investable universe. Large Capitalization stocks are represented by the Morningstar US Large Cap TR Index. The index measures the performance of stocks that represent the largest 70% capitalization of the investable universe. |
8 | Global stocks are represented by the S&P Global X-US BMI TR Index. The index measures stock market performance globally, excluding the US. |
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Letter to Shareholders (continued)
AUGUST 31, 2021 (Unaudited)
FUND PERFORMANCE AND COMMENTARY
MFAM Global Opportunities Fund
Amidst that backdrop, the MFAM Global Opportunities Fund returned 30.69% during the fiscal year ended August 31, 2021, slightly besting its benchmark’s return of 30.12% for the same period. Cumulatively since inception (12 years and counting!), the MFAM Global Opportunities Fund has returned 461.83% versus 311.72% returns for the benchmark over the same period9.
During the period, the Fund’s investments leaned towards Growth and Large Capitalization stocks. If you recall from the Market Performance and Commentary above, this created a headwind to performance. However, this headwind was overcome by individual stock selection and performance. We believe in constructing focused portfolios of truly special Quality businesses (we have a “no strangers in the portfolio” mantra), so whether our performance is relatively good or bad, we can usually attribute it to stock selection and that is again the case.
The top three contributors to returns10 were Atlassian (+91%), Axon Enterprise (+112%), and MercadoLibre (+60%). Collaboration software specialist Atlassian’s shares gained as the company continued to benefit from strong demand for its wares—adding customers at a healthy clip, adroitly managing the transition from a traditional licensing to cloud model, and intelligently upselling customers. We believe Atlassian’s management’s ability to attract new customers, manage a foundational shift in its model, and engage in acquisitions without missing a beat has been second to none. Axon helps law enforcement to be more transparent and effective through unique hardware and software solutions. The company is experiencing rapid product adoption and continues to show a clear ability to solve meaningful problems for its customers. Axon recently took the uncommon approach of providing two year guidance (which was quite strong) to encourage everyone paying attention to think about its business over a longer horizon — just how we like it. If there were ever a business made for the times, it’s Latin American e-commerce and payments giant MercadoLibre. We believe that the pandemic crystallized an already powerful growth trajectory for MercadoLibre, as e-commerce adoption was pulled forward, driving triple-digit growth. Although e-commerce penetration within MercadoLibre’s core geographies (Brazil, Argentina, and Mexico) remains low, its efforts in financial inclusion are bearing fruit, and its networks continue to serve customers and suppliers extremely well.
The bottom three contributors to returns were Alibaba (-42%), Splunk (-30%), and Ultragenyx Pharmaceutical (-33%). Despite strong results within Alibaba’s core e-commerce, financial services, and cloud businesses — all of which posted outstanding growth as the pandemic drove ongoing e-commerce and cloud adoption — the same cannot be said of Alibaba’s shares. At the root is a hard-to-quantify but increasing risk: the Chinese government. Increasingly, it appears the Chinese Communist Party is intent on realizing its image of what is best for public good, even where that means reigning in established practices, services, and profit streams of bellwether Chinese tech firms. This new reality has called into question what Alibaba’s (and other Chinese firms’) long-term cash-generating capacity will be. For as smoothly as Atlassian’s cloud migration has gone, Splunk’s has not. Splunk remains a leader in observability (helping an enterprise’s digital footprint run efficiently) and is broadening its reach in a large and attractive market, but has suffered from uneven execution. Ultragenyx has suffered from the US Food and Drug Administration’s (FDA) recent caution around gene therapy treatments — the FDA wants to see evidence of safety and sustained improvement. Unfortunately for Ultragenyx’s shareholders, two of the firm’s treatments furthest along in the company’s development pipeline are gene therapy treatments. Positive developments with two drugs currently on the market weren’t enough for Ultragenyx to overcome the FDA’s commentary, and we wouldn’t expect any reprieve until after Phase III trials begin for the treatment duo late in 2021.
MFAM Mid-Cap Growth Fund
The MFAM Mid-Cap Growth Fund returned 24.22% during the fiscal year ended August 31, 2021, trailing its benchmark’s return of 35.17% for the same period. Cumulatively since inception (10 years and counting!), the MFAM Mid-Cap Growth Fund has returned 341.91% versus 413.39% returns for its benchmark over the same period11.
9 | Returns are for the MFAM Global Opportunities Fund’s investor share class, net of fees and expenses. Inception of the Fund’s investor share class was 6/16/2009 (we had less gray hair back then). The benchmark of the MFAM Global Opportunities Fund is the FTSE Global All Cap Net Tax Index. |
10 | Contribution to return is a combination of average weighting in the portfolio and total return during the period. |
11 | Returns are for the MFAM Mid-Cap Growth Fund’s investor share class, net of fees and expenses. Inception of the Fund’s investor share class was 11/1/2010 (still less gray hair, but I definitely had some). The benchmark of the MFAM Mid-Cap Growth Fund is the Russell Midcap Growth Index. |
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Letter to Shareholders (continued)
AUGUST 31, 2021 (Unaudited)
The Fund’s underperformance of its benchmark’s returns can be traced to stock selection within the Healthcare and Information Technology sectors. We tend to own around 30 investments and it only takes a fit of bad stock performance from a few to drive this result (the opposite scenario is true too, of course). As we detail below, the bottom three contributors were two healthcare businesses and a technology business.
The top three contributors to returns were Jones Lang LaSalle (+135%), Axon Enterprise (+112%), and Resmed (+62%). Jones Lang LaSalle (JLL), the second-largest global commercial real estate (CRE) services firm, benefited from better-than-feared CRE markets, share gains within its core service areas (leasing, outsourced property management, and capital markets), and impressive cost containment during the pandemic’s worst months. We expect JLL’s brand and reputation, global scale, network of highly-skilled real estate professionals, and expansive suite of services to allow ongoing share gains as large enterprises seek to consolidate their real estate spend and the institutionalization of CRE continues. We spoke to the excellent year Axon had in the Fund Performance and Commentary for MFAM Global Opportunities Fund above. Resmed, which makes connected devices to aid in sleep-disordered breathing, has recently benefited from the unfortunate product recall issue of its primary competitor. Recalls in the medical device industry are a serious matter and Resmed has capitalized (in terms of sales and reputation) on the product issues of its competitor. We anticipate that Resmed will use this added tailwind to drive innovation and further product superiority while its competitor regroups.
The bottom three contributors to returns were Splunk (-30%), Teladoc Health (-33%), and Ultragenyx Pharmaceutical (-43%). We’ve already detailed the transitory issues at Splunk and regulatory clouds over Ultragenyx in the Fund Performance and Commentary for MFAM Global Opportunities Fund above. Teladoc, through its telemedicine offerings, was among the largest beneficiaries of changing needs and habits during the first year of the pandemic. Many regulatory provisions that were relaxed during 2020 to enable safer virtual medical care have been rolled back and have slowed progress in the industry. While Teladoc remains an industry leader and well positioned, what appeared to be a clear path for the industry to evolve has seen roadblocks added back. It remains to be seen what regulatory changes will be made permanent, which we believe will have a big impact on how Teladoc can build its business, help patients, and create value for shareholders.
A COMPLETELY DIFFERENT GAME
Being different is not a goal in and of itself. We may have different goals than the analysts on that Alarm.com earnings call and we clearly have a different set of beliefs about what matters. But time and time again, our interactions with other investors lead us to the same conclusion: having a long-term orientation — being patient owners of Quality businesses — is a differentiator and provides the basis for performance that is different from a benchmark index.
Over time, our aim is to achieve acceptable risk-adjusted returns, to grow and protect your investment. Our focus remains on patiently owning a collection of special, Quality businesses that will create winning outcomes for their stakeholders over time. Crafting the best mix of these opportunities is a never ending and never boring task. We continue to be proud of our results, but not satisfied, and ever humbled by your trust.
Onward,
Bryan Hinmon
Chief Investment Officer, Motley Fool Asset Management LLC
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Letter to Shareholders (Concluded)
AUGUST 31, 2021 (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 6 and 9 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, 2021 |
| One Year | Five Years | TEN YEARS | Since Inception | Inception Date |
Investor Shares* | 30.69% | 20.25% | 14.23% | 15.19% | 6/16/2009 |
Institutional Shares* | 30.86% | 20.40% | N/A | 14.46% | 6/17/2014 |
FTSE Global All Cap Net Tax Index** | 30.12% | 14.48% | 11.62% | —(1) | — |
Fund Expense Ratios(2): Investor Shares: Gross 1.09% and Net 1.09%; Institutional Shares: Gross 1.00% 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 12.29% from the inception date of the Investor Shares and 10.36% from the inception date of the Institutional Shares. |
(2) | The expense ratios of the Fund are set forth according to the December 31, 2020 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, 2021. Portfolio holdings are subject to change without notice.
Top Ten Holdings | % OF NET Assets |
Atlassian Corp., PLC, Class A | 6.6% |
Amazon.com, Inc. | 5.6 |
Mastercard, Inc., Class A | 4.2 |
Medtronic PLC | 3.9 |
Axon Enterprise, Inc. | 3.9 |
MercadoLibre, Inc. | 3.8 |
Alphabet, Inc., Class C | 3.7 |
PayPal Holdings, Inc. | 3.6 |
Watsco, Inc. | 3.6 |
Brookfield Asset Management, Inc., Class A | 3.2 |
| 42.1% |
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”).
Sector Allocation | % OF Net Assets |
Information Technology | 26.2% |
Communication Services | 15.8 |
Industrials | 15.1 |
Consumer Discretionary | 14.3 |
Health Care | 8.8 |
Real Estate | 8.0 |
Financials | 7.8 |
Consumer Staples | 1.5 |
| 97.5% |
Top ten Countries | % OF Net Assets |
United States* | 52.0% |
Ireland | 6.8 |
Australia | 6.6 |
Canada | 6.0 |
Argentina | 3.8 |
China | 3.4 |
Taiwan | 3.1 |
France | 2.9 |
India | 2.4 |
Philippines | 2.3 |
| 89.3% |
* | As of the date of this report, the Fund had a holding of 1.0% 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, 2021 |
| One Year | Five Years | TEN Years | Since Inception | Inception Date |
Investor Shares* | 24.22% | 17.68% | 15.08% | 14.71% | 11/1/2010 |
Institutional Shares* | 24.38% | 17.89% | N/A | 13.25% | 6/17/2014 |
Russell Midcap® Growth Total Return Index** | 35.17% | 20.44% | 16.88% | —(1) | — |
Fund Expense Ratios(2): Investor Shares: Gross 1.10% and Net 1.10%; Institutional Shares: Gross 1.00% 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 16.31% from the inception date of the Investor Shares and 15.80% from the inception date of the Institutional Shares. |
(2) | The expense ratios of the Fund are set forth according to the December 31, 2020 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 Total Return 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 Total Return 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, 2021.Portfolio holdings are subject to change without notice.
Top ten Holdings | % OF Net Assets |
Watsco, Inc. | 5.5% |
Jones Lang LaSalle, Inc. | 5.4 |
Axon Enterprise, Inc. | 4.9 |
SBA Communications Corp. | 4.9 |
Cooper Companies, Inc., (The) | 4.8 |
ResMed, Inc. | 4.4 |
Tyler Technologies, Inc. | 4.2 |
Paylocity Holding Corp. | 4.0 |
Everbridge, Inc. | 3.5 |
Brown & Brown, Inc. | 3.5 |
| 45.1% |
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”).
Sector Allocation | % OF Net Assets |
Information Technology | 32.6% |
Industrials | 18.8 |
Health Care | 16.1 |
Real Estate | 10.3 |
Financials | 9.9 |
Consumer Discretionary | 9.5 |
Communication Services | 2.0 |
| 99.2% |
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Fund Expense Examples
August 31, 2021 (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, 2021 to August 31, 2021, 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, 2021 | Ending Account Value August 31, 2021 | 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 | $ 1,113.50 | $5.86 | 1.10% | 11.35% |
Institutional Shares | 1,000.00 | 1,114.70 | 5.06 | 0.95 | 11.47 |
Hypothetical (5% return before expenses) | | | | | |
Investor Shares | $ 1,000.00 | $ 1,019.66 | $5.60 | 1.10% | N/A |
Institutional Shares | 1,000.00 | 1,020.42 | 4.84 | 0.95 | N/A |
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Fund Expense Examples (Concluded)
August 31, 2021 (Unaudited)
| Beginning Account Value MARCH 1, 2021 | Ending Account Value August 31, 2021 | 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 | $ 1,089.50 | $6.00 | 1.14% | 8.95% |
Institutional Shares | 1,000.00 | 1,090.30 | 5.01 | 0.95 | 9.03 |
Hypothetical (5% return before expenses) | | | | | |
Investor Shares | $ 1,000.00 | $ 1,019.46 | $5.80 | 1.14% | N/A |
Institutional Shares | 1,000.00 | 1,020.42 | 4.84 | 0.95 | N/A |
(1) | Expenses are equal to each Fund’s annualized expense ratio for the period March 1, 2021 to August 31, 2021, 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 365 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, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 97.5% | | | | | | | | |
Aerospace & Defense — 3.9% | | | | | | | | |
Axon Enterprise, Inc. (United States)* | | | 150,000 | | | $ | 27,280,500 | |
Banks — 3.3% | | | | | | | | |
Bank of Georgia Group PLC (Georgia) | | | 293,132 | | | | 6,730,328 | |
HDFC Bank., Ltd., ADR (India) | | | 210,700 | | | | 16,499,917 | |
| | | | | | | 23,230,245 | |
Biotechnology — 0.6% | | | | | | | | |
Ultragenyx Pharmaceutical, Inc. (United States)(a)* | | | 45,000 | | | | 4,333,050 | |
Capital Markets — 3.6% | | | | | | | | |
Brookfield Asset Management, Inc., Class A (Canada) | | | 400,000 | | | | 22,220,000 | |
Georgia Capital PLC (Georgia)* | | | 310,817 | | | | 2,666,527 | |
| | | | | | | 24,886,527 | |
Commercial Services & Supplies — 2.9% | | | | | | | | |
Waste Connections, Inc. (Canada) | | | 155,000 | | | | 20,027,550 | |
Consumer Finance — 0.9% | | | | | | | | |
Gentera SAB de CV (Mexico)* | | | 11,939,872 | | | | 6,563,244 | |
Diversified Telecommunication Services — 2.0% | | | | | | | | |
Cellnex Telecom SA (Spain)* | | | 205,000 | | | | 14,031,876 | |
Entertainment — 2.9% | | | | | | | | |
Vivendi SA (France)(a) | | | 525,000 | | | | 19,998,050 | |
Equity Real Estate Investment Trusts (REITs) — 6.1% | | | | | | | | |
American Tower Corp. (United States) | | | 45,000 | | | | 13,147,650 | |
Equinix, Inc. (United States) | | | 20,000 | | | | 16,869,000 | |
SBA Communications Corp. (United States) | | | 35,500 | | | | 12,743,435 | |
| | | | | | | 42,760,085 | |
Food & Staples Retailing — 1.5% | | | | | | | | |
Costco Wholesale Corp. (United States) | | | 23,000 | | | | 10,476,270 | |
Health Care Equipment & Supplies — 5.2% | | | | | | | | |
Medtronic PLC (Ireland) | | | 205,272 | | | | 27,399,707 | |
ResMed, Inc. (United States) | | | 32,000 | | | | 9,296,960 | |
| | | | | | | 36,696,667 | |
See Notes to Financial Statements.
MFAM Global Opportunities Fund
Schedule of Investments (continued)
August 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Health Care Providers & Services — 0.0% | | | | | | | | |
NMC Health PLC (United Arab Emirates)(b) | | | 485,482 | | | $ | 100,120 | |
Hotels, Restaurants & Leisure — 4.0% | | | | | | | | |
Starbucks Corp. (United States) | | | 155,000 | | | | 18,210,950 | |
Yum China Holdings, Inc. (China) | | | 160,751 | | | | 9,895,832 | |
| | | | | | | 28,106,782 | |
Interactive Media & Services — 5.7% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 9,024 | | | | 26,252,982 | |
Tencent Holding Ltd. (China) | | | 225,600 | | | | 13,933,687 | |
| | | | | | | 40,186,669 | |
Internet & Direct Marketing Retail — 9.5% | | | | | | | | |
Amazon.com, Inc. (United States)* | | | 11,400 | | | | 39,567,006 | |
MercadoLibre, Inc. (Argentina)* | | | 14,387 | | | | 26,867,003 | |
| | | | | | | 66,434,009 | |
IT Services — 7.9% | | | | | | | | |
Mastercard, Inc., Class A (United States) | | | 86,000 | | | | 29,775,780 | |
PayPal Holdings, Inc. (United States)* | | | 87,900 | | | | 25,373,214 | |
| | | | | | | 55,148,994 | |
Life Sciences Tools & Services — 2.9% | | | | | | | | |
ICON PLC (Ireland)* | | | 80,000 | | | | 20,461,600 | |
Machinery — 0.5% | | | | | | | | |
Fanuc Corp. (Japan) | | | 16,000 | | | | 3,485,777 | |
Media — 3.4% | | | | | | | | |
Cardlytics, Inc. (United States)(a)* | | | 75,000 | | | | 6,808,500 | |
Comcast Corp., Class A (United States) | | | 235,000 | | | | 14,259,800 | |
System1 Group PLC (United Kingdom)* | | | 645,000 | | | | 2,775,624 | |
| | | | | | | 23,843,924 | |
Multiline Retail — 0.9% | | | | | | | | |
Mitra Adiperkasa Tbk PT (Indonesia)* | | | 114,754,000 | | | | 5,951,355 | |
Real Estate Management & Development — 1.9% | | | | | | | | |
Jones Lang LaSalle, Inc. (United States)* | | | 56,000 | | | | 13,576,080 | |
See Notes to Financial Statements.
MFAM Global Opportunities Fund
Schedule of Investments (continued)
august 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Semiconductors & Semiconductor Equipment — 3.1% | | | | | | | | |
Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR (Taiwan) | | | 183,900 | | | $ | 21,885,939 | |
Software — 15.2% | | | | | | | | |
Atlassian Corp., PLC, Class A (Australia)* | | | 126,000 | | | | 46,249,560 | |
Avalara, Inc. (United States)* | | | 40,000 | | | | 7,188,000 | |
Douzone Bizon Co., Ltd. (South Korea) | | | 124,798 | | | | 9,158,848 | |
Everbridge, Inc. (United States)(a)* | | | 113,500 | | | | 17,816,095 | |
Paycom Software, Inc. (United States)* | | | 37,000 | | | | 18,089,300 | |
Splunk, Inc. (United States)* | | | 52,000 | | | | 7,949,240 | |
| | | | | | | 106,451,043 | |
Trading Companies & Distributors — 5.5% | | | | | | | | |
Fastenal Co. (United States) | | | 248,000 | | | | 13,850,800 | |
Watsco, Inc. (United States)(a) | | | 90,000 | | | | 25,057,800 | |
| | | | | | | 38,908,600 | |
Transportation Infrastructure — 2.3% | | | | | | | | |
International Container Terminal Services, Inc. (Philippines) | | | 4,395,000 | | | | 16,448,038 | |
Wireless Telecommunication Services — 1.8% | | | | | | | | |
Safaricom PLC (Kenya) | | | 4,000,000 | | | | 1,550,179 | |
SoftBank Group Corp. (Japan) | | | 200,000 | | | | 11,270,754 | |
| | | | | | | 12,820,933 | |
Total Common Stocks (Cost $289,711,295) | | | | | | | 684,093,927 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 7.6% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.09% | | | 53,339,987 | | | | 53,339,987 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $53,339,987) | | | | | | | 53,339,987 | |
| | | | | | | | |
See Notes to Financial Statements.
MFAM Global Opportunities Fund
Schedule of Investments (concluded)
August 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Short-Term Investments — 1.0% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01% (United States)(c)* | | | 6,940,467 | | | $ | 6,940,467 | |
Total Short-Term Investments (Cost $6,940,467) | | | | | | | 6,940,467 | |
| | | | | | | | |
Total Investments (Cost $349,991,749) — 106.1% | | | | | | | 744,374,381 | |
Liabilities in Excess of Other Assets — (6.1)% | | | | | | | (42,800,329 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 19,032,437 shares outstanding) | | | | | | $ | 701,574,052 | |
* | 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, 2021, the market value of securities on loan was $51,773,703. |
(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, 2021, these securities amounted to $100,120 or 0.0% of net assets. |
(c) | The rate shown is as of August 31, 2021. |
See Notes to Financial Statements.
MFAM Mid-Cap Growth Fund
Schedule of Investments
August 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 99.2% | | | | | | | | |
Aerospace & Defense — 4.9% | | | | | | | | |
Axon Enterprise, Inc. (United States)* | | | 90,000 | | | $ | 16,368,300 | |
Air Freight & Logistics — 2.5% | | | | | | | | |
GXO Logistics, Inc. (United States)* | | | 100,000 | | | | 8,179,000 | |
Auto Components — 5.6% | | | | | | | | |
Gentex Corp. (United States) | | | 300,000 | | | | 9,240,000 | |
LCI Industries (United States) | | | 65,414 | | | | 9,266,547 | |
| | | | | | | 18,506,547 | |
Automobiles — 2.5% | | | | | | | | |
Thor Industries, Inc. (United States)(a) | | | 72,500 | | | | 8,223,675 | |
Banks — 3.0% | | | | | | | | |
SVB Financial Group (United States)* | | | 18,000 | | | | 10,071,000 | |
Biotechnology — 0.6% | | | | | | | | |
Ultragenyx Pharmaceutical, Inc. (United States)* | | | 22,000 | | | | 2,118,380 | |
Electronic Equipment, Instruments & Components — 4.6% | | | | | | | | |
Cognex Corp. (United States) | | | 75,000 | | | | 6,646,500 | |
IPG Photonics Corp. (United States)(a)* | | | 49,500 | | | | 8,448,660 | |
| | | | | | | 15,095,160 | |
Equity Real Estate Investment Trusts (REITs) — 4.9% | | | | | | | | |
SBA Communications Corp. (United States) | | | 45,000 | | | | 16,153,650 | |
Health Care Equipment & Supplies — 10.5% | | | | | | | | |
Cooper Companies, Inc. (The) (United States) | | | 35,400 | | | | 15,955,134 | |
Heska Corp. (United States)(a)* | | | 16,026 | | | | 4,251,697 | |
ResMed, Inc. (United States) | | | 50,500 | | | | 14,671,765 | |
| | | | | | | 34,878,596 | |
Health Care Providers & Services — 1.8% | | | | | | | | |
HealthEquity, Inc. (United States)(a)* | | | 95,000 | | | | 6,096,150 | |
Health Care Technology — 3.0% | | | | | | | | |
Teladoc, Inc. (United States)(a)* | | | 70,000 | | | | 10,109,400 | |
See Notes to Financial Statements.
MFAM Mid-Cap Growth Fund
Schedule of Investments (continued)
August 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Insurance — 6.9% | | | | | | | | |
Brown & Brown, Inc. (United States) | | | 200,000 | | | $ | 11,610,000 | |
Markel Corp. (United States)* | | | 8,900 | | | | 11,305,225 | |
| | | | | | | 22,915,225 | |
IT Services — 2.9% | | | | | | | | |
Broadridge Financial Solutions, Inc. (United States) | | | 55,000 | | | | 9,472,100 | |
Media — 2.1% | | | | | | | | |
Cardlytics, Inc. (United States)(a)* | | | 75,000 | | | | 6,808,500 | |
Real Estate Management & Development — 5.4% | | | | | | | | |
Jones Lang LaSalle, Inc. (United States)* | | | 73,500 | | | | 17,818,605 | |
Road & Rail — 2.6% | | | | | | | | |
XPO Logistics, Inc. (United States)* | | | 100,000 | | | | 8,691,000 | |
Software — 25.2% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)(a)* | | | 136,902 | | | | 11,544,946 | |
ANSYS, Inc. (United States)* | | | 8,000 | | | | 2,922,880 | |
Avalara, Inc. (United States)(a)* | | | 49,000 | | | | 8,805,300 | |
Everbridge, Inc. (United States)(a)* | | | 74,500 | | | | 11,694,265 | |
Paycom Software, Inc. (United States)* | | | 22,400 | | | | 10,951,360 | |
Paylocity Holding Corp. (United States)* | | | 49,241 | | | | 13,255,677 | |
Splunk, Inc. (United States)* | | | 68,000 | | | | 10,395,160 | |
Tyler Technologies, Inc. (United States)* | | | 28,400 | | | | 13,793,880 | |
| | | | | | | 83,363,468 | |
Specialty Retail — 1.5% | | | | | | | | |
Tractor Supply Co. (United States)(a) | | | 24,800 | | | | 4,817,400 | |
Trading Companies & Distributors — 8.7% | | | | | | | | |
Fastenal Co. (United States) | | | 193,500 | | | | 10,806,976 | |
Watsco, Inc. (United States) | | | 65,000 | | | | 18,097,300 | |
| | | | | | | 28,904,276 | |
Total Common Stocks (Cost $142,507,904) | | | | | | | 328,590,432 | |
| | | | | | | | |
See Notes to Financial Statements.
MFAM Mid-Cap Growth Fund
Schedule of Investments (concluded)
August 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 14.5% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.09% | | | 48,062,351 | | | $ | 48,062,351 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $48,062,351) | | | | | | | 48,062,351 | |
| | | | | | | | |
Short-Term Investments — 0.9% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01% (United States)(b)* | | | 3,126,662 | | | | 3,126,662 | |
Total Short-Term Investments (Cost $3,126,662) | | | | | | | 3,126,662 | |
| | | | | | | | |
Total Investments (Cost $193,696,917) — 114.6% | | | | | | | 379,779,445 | |
Liabilities in Excess of Other Assets — (14.6)% | | | | | | | (48,494,528 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 10,089,370 shares outstanding) | | | | | | $ | 331,284,917 | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2021, the market value of securities on loan was $47,134,012. |
(b) | The rate shown is as of August 31, 2021. |
See Notes to Financial Statements.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
STATEMENTS of Assets and Liabilities
August 31, 2021
| | MFAM Global Opportunities Fund | | | MFAM Mid-Cap Growth Fund | |
ASSETS | | | | | | | | |
Investments in securities of unaffiliated issuers, at value^ (cost $289,711,295 and $142,507,904, respectively) | | $ | 684,093,927 | | | $ | 328,590,432 | |
Investments purchased with proceeds from securities lending collateral (cost $53,339,987 and $48,062,351, respectively) | | | 53,339,987 | | | | 48,062,351 | |
Short-term investments, at value (cost $6,940,467 and $3,126,662, and respectively) | | | 6,940,467 | | | | 3,126,662 | |
Foreign currency, at value (cost $30,150 and $0, respectively) | | | 30,136 | | | | — | |
Receivables for: | | | | | | | | |
Investments sold | | | 10,518,704 | | | | — | |
Dividends and tax reclaims | | | 528,102 | | | | 66,508 | |
Shares of beneficial interest sold | | | 251,108 | | | | 37,307 | |
Prepaid expenses and other assets | | | 25,234 | | | | 12,014 | |
Total assets | | | 755,727,665 | | | | 379,895,274 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Payables for: | | | | | | | | |
Securities lending collateral (see Note 6) | | | 53,339,987 | | | | 48,062,351 | |
Advisory fees | | | 489,534 | | | | 233,652 | |
Distribution and service fees | | | 156,545 | | | | 116,233 | |
Shares of beneficial interest redeemed | | | 79,557 | | | | 154,122 | |
Other accrued expenses and liabilities | | | 87,990 | | | | 43,999 | |
Total liabilities | | | 54,153,613 | | | | 48,610,357 | |
Net assets | | $ | 701,574,052 | | | $ | 331,284,917 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Par value | | $ | 19,032 | | | $ | 10,089 | |
Paid-in-capital | | | 275,481,349 | | | | 128,348,284 | |
Total distributable earnings/(losses) | | | 426,073,671 | | | | 202,926,544 | |
Net assets | | $ | 701,574,052 | | | $ | 331,284,917 | |
| | | | | | | | |
NET ASSET VALUE: | | | | | | | | |
Investor Shares: | | | | | | | | |
Net assets applicable to capital shares outstanding | | $ | 520,065,182 | | | $ | 276,825,257 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 14,130,924 | | | | 8,449,160 | |
Net asset value, offering and redemption price per share | | $ | 36.80 | | | $ | 32.76 | |
| | | | | | | | |
Institutional Shares: | | | | | | | | |
Net assets applicable to capital shares outstanding | | $ | 181,508,870 | | | $ | 54,459,660 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 4,901,513 | | | | 1,640,209 | |
Net asset value, offering and redemption price per share | | $ | 37.03 | | | $ | 33.20 | |
| | | | | | | | |
^ Includes market value of securities on loan | | $ | 51,773,703 | | | $ | 47,134,012 | |
The accompanying notes are an integral part of these financial statements.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Statements of Operations
for the Year ended August 31, 2021
| | MFAM Global Opportunities Fund | | | MFAM Mid-Cap Growth Fund | |
INVESTMENT INCOME | | | | | | | | |
Dividends | | $ | 5,166,488 | | | $ | 2,002,085 | |
Less foreign taxes withheld | | | (323,989 | ) | | | — | |
Securities lending income | | | 40,898 | | | | 34,743 | |
Total investment income | | | 4,883,397 | | | | 2,036,828 | |
| | | | | | | | |
EXPENSES | | | | | | | | |
Advisory fees | | | 5,264,922 | | | | 2,635,695 | |
Shareholder service fees - Investor Shares | | | 406,214 | | | | 300,799 | |
Administration and accounting services fees | | | 206,230 | | | | 110,911 | |
Transfer agent fees and shareholder account services | | | 181,764 | | | | 88,955 | |
Director fees | | | 81,431 | | | | 43,325 | |
Legal fees | | | 67,631 | | | | 32,064 | |
Custodian fees | | | 60,744 | | | | 8,046 | |
Officer fees | | | 49,889 | | | | 23,606 | |
Registration and filing fees | | | 37,123 | | | | 41,138 | |
Printing and shareholder reporting fees | | | 23,897 | | | | 9,589 | |
Audit and tax service fees | | | 21,902 | | | | 22,149 | |
Other expenses | | | 51,705 | | | | 10,110 | |
Total expenses | | | 6,453,452 | | | | 3,326,387 | |
Expense fees waived/reimbursed net of amount recaptured | | | (40,827 | ) | | | (13,167 | ) |
Net expenses after waivers/reimbursements | | | 6,412,625 | | | | 3,313,220 | |
Net investment income/(loss) | | | (1,529,228 | ) | | | (1,276,392 | ) |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | |
Net realized gain/(loss) from: | | | | | | | | |
Investments | | | 40,498,520 | | | | 27,656,516 | |
Foreign currency transactions | | | (146,135 | ) | | | — | |
Net change in unrealized appreciation/(depreciation) on: | | | | | | | | |
Investments | | | 127,445,433 | | | | 41,096,995 | |
Foreign currency translation | | | 825 | | | | — | |
Net realized and unrealized gain/(loss) | | | 167,798,643 | | | | 68,753,511 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 166,269,415 | | | $ | 67,477,119 | |
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, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | (1,529,228 | ) | | $ | (608,688 | ) |
Net realized gain/(loss) from investments and foreign currency transactions | | | 40,352,385 | | | | 31,659,744 | |
Net change in unrealized appreciation/(depreciation) on investments, foreign currency translation and assets and liabilities denominated in foreign currencies | | | 127,446,258 | | | | 80,611,492 | |
Net increase/(decrease) in net assets resulting from operations | | | 166,269,415 | | | | 111,662,548 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Investor Shares | | | (29,627,168 | ) | | | (17,111,692 | ) |
Institutional Shares | | | (8,731,295 | ) | | | (4,191,966 | ) |
Total dividends and distributions to shareholders | | | (38,358,463 | ) | | | (21,303,658 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Proceeds from shares sold | | | 38,245,067 | | | | 30,395,856 | |
Reinvestment of dividends | | | 28,940,492 | | | | 16,712,957 | |
Shares redeemed | | | (70,627,638 | ) | | | (89,171,236 | ) |
Total from Investor Shares | | | (3,442,079 | ) | | | (42,062,423 | ) |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 26,065,853 | | | | 14,910,549 | |
Reinvestment of dividends | | | 8,440,970 | | | | 4,089,548 | |
Shares redeemed | | | (7,360,393 | ) | | | (8,557,376 | ) |
Total from Institutional Shares | | | 27,146,430 | | | | 10,442,721 | |
Net increase/(decrease) in net assets from capital share transactions | | | 23,704,351 | | | | (31,619,702 | ) |
Total increase/(decrease) in net assets | | | 151,615,303 | | | | 58,739,188 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 549,958,749 | | | $ | 491,219,561 | |
End of period | | $ | 701,574,052 | | | $ | 549,958,749 | |
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, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Shares sold | | | 1,169,191 | | | | 1,207,150 | |
Shares reinvested | | | 908,079 | | | | 668,786 | |
Shares redeemed | | | (2,183,641 | ) | | | (3,587,571 | ) |
Net increase/(decrease) in shares | | | (106,371 | ) | | | (1,711,635 | ) |
| | | | | | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 806,765 | | | | 541,635 | |
Shares reinvested | | | 263,533 | | | | 163,060 | |
Shares redeemed | | | (225,516 | ) | | | (345,173 | ) |
Net increase/(decrease) in shares | | | 844,782 | | | | 359,522 | |
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, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
OPERATIONS | | | | | | | | |
Net investment income/(loss) | | $ | (1,276,392 | ) | | $ | (509,876 | ) |
Net realized gain/(loss) from investments and foreign currency transactions | | | 27,656,516 | | | | 30,695,234 | |
Net change in unrealized appreciation/(depreciation) on investments, foreign currency translation, and assets and liabilities denominated in foreign currencies | | | 41,096,995 | | | | 36,647,739 | |
Net increase/(decrease) in net assets resulting from operations | | | 67,477,119 | | | | 66,833,097 | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Investor Shares | | | (28,230,758 | ) | | | (13,623,726 | ) |
Institutional Shares | | | (4,600,549 | ) | | | (1,699,890 | ) |
Total dividends and distributions to shareholders | | | (32,831,307 | ) | | | (15,323,616 | ) |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Proceeds from shares sold | | | 13,864,720 | | | | 12,539,673 | |
Reinvestment of dividends | | | 27,593,542 | | | | 13,304,640 | |
Shares redeemed | | | (44,985,080 | ) | | | (57,309,980 | ) |
Total from Investor Shares | | | (3,526,818 | ) | | | (31,465,667 | ) |
Institutional Shares | | | | | | | | |
Proceeds from shares sold | | | 7,535,394 | | | | 5,923,465 | |
Reinvestment of dividends | | | 4,435,828 | | | | 1,671,146 | |
Shares redeemed | | | (2,493,650 | ) | | | (3,778,142 | ) |
Total from Institutional Shares | | | 9,477,572 | | | | 3,816,469 | |
Net increase/(decrease) in net assets from capital share transactions | | | 5,950,754 | | | | (27,649,198 | ) |
Total increase/(decrease) in net assets | | | 40,596,566 | | | | 23,860,283 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | $ | 290,688,351 | | | $ | 266,828,068 | |
End of period | | $ | 331,284,917 | | | $ | 290,688,351 | |
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, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
SHARE TRANSACTIONS: | | | | | | | | |
Investor Shares | | | | | | | | |
Shares sold | | | 457,162 | | | | 493,166 | |
Shares reinvested | | | 952,158 | | | | 535,829 | |
Shares redeemed | | | (1,484,062 | ) | | | (2,297,274 | ) |
Net increase/(decrease) in shares | | | (74,742 | ) | | | (1,268,279 | ) |
| | | | | | | | |
Institutional Shares | | | | | | | | |
Shares sold | | | 243,287 | | | | 219,115 | |
Shares reinvested | | | 151,238 | | | | 66,632 | |
Shares redeemed | | | (80,018 | ) | | | (153,278 | ) |
Net increase/(decrease) in shares | | | 314,507 | | | | 132,469 | |
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, | | | YEAR ENDED OCTOBER 31, | |
Investor Shares | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017(1)(2) | | | 2016 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 30.03 | | | $ | 24.98 | | | $ | 25.91 | | | $ | 24.09 | | | $ | 20.36 | | | $ | 20.32 | |
Net investment income/(loss)(3) | | | (0.09 | ) | | | (0.04 | ) | | | 0.01 | | | | (0.02 | ) | | | 0.03 | | | | 0.04 | |
Net realized and unrealized gain/(loss) from investments | | | 8.98 | | | | 6.19 | | | | 0.79 | | | | 4.94 | | | | 4.30 | | | | 0.01 | |
Net increase/(decrease) in net assets resulting from operations | | | 8.89 | | | | 6.15 | | | | 0.80 | | | | 4.92 | | | | 4.33 | | | | 0.05 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.01 | ) | | | — | | | | (0.05 | ) | | | (0.04 | ) | | | — | * |
Net realized capital gains | | | (2.12 | ) | | | (1.09 | ) | | | (1.73 | ) | | | (3.05 | ) | | | (0.56 | ) | | | (0.01 | ) |
Total dividends and distributions to shareholders | | | (2.12 | ) | | | (1.10 | ) | | | (1.73 | ) | | | (3.10 | ) | | | (0.60 | ) | | | (0.01 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | | | | — | * | | | — | * | | | — | * |
Net asset value, end of period | | $ | 36.80 | | | $ | 30.03 | | | $ | 24.98 | | | $ | 25.91 | | | $ | 24.09 | | | $ | 20.36 | |
Total investment return/(loss)(4) | | | 30.69 | % | | | 25.49 | % | | | 4.74 | % | | | 22.32 | % | | | 21.91 | %(5) | | | 0.25 | % |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 520,065 | | | $ | 427,553 | | | $ | 398,459 | | | $ | 393,197 | | | $ | 337,821 | | | $ | 353,118 | |
Ratio of expenses to average net assets | | | 1.06 | % | | | 1.09 | % | | | 1.10 | % | | | 1.06 | % | | | 1.15 | %(6) | | | 1.14 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 1.06 | % | | | 1.08 | % | | | 1.11 | % | | | 1.06 | % | | | 1.15 | %(6) | | | 1.14 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.28 | )% | | | (0.15 | )% | | | 0.05 | % | | | (0.06 | )% | | | 0.18 | %(6) | | | 0.20 | % |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | (0.28 | )% | | | (0.14 | )% | | | 0.04 | % | | | (0.06 | )% | | | 0.18 | %(6) | | | 0.20 | % |
Portfolio turnover rate | | | 12 | % | | | 10 | % | | | 11 | % | | | 15 | % | | | 38 | %(5) | | | 26 | % |
* | 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 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, | | | YEAR ENDED OCTOBER 31, | |
Institutional Shares | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017(1)(2) | | | 2016 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 30.17 | | | $ | 25.09 | | | $ | 25.97 | | | $ | 24.09 | | | $ | 20.40 | | | $ | 20.35 | |
Net investment income/(loss)(3) | | | (0.05 | ) | | | — | * | | | 0.05 | | | | 0.02 | | | | 0.09 | | | | 0.08 | |
Net realized and unrealized gain/(loss) from investments | | | 9.03 | | | | 6.21 | | | | 0.80 | | | | 4.94 | | | | 4.25 | | | | 0.02 | |
Net increase/(decrease) in net assets resulting from operations | | | 8.98 | | | | 6.21 | | | | 0.85 | | | | 4.96 | | | | 4.34 | | | | 0.10 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.04 | ) | | | — | | | | (0.03 | ) | | | (0.09 | ) | | | (0.04 | ) |
Net realized capital gains | | | (2.12 | ) | | | (1.09 | ) | | | (1.73 | ) | | | (3.05 | ) | | | (0.56 | ) | | | (0.01 | ) |
Total dividends and distributions to shareholders | | | (2.12 | ) | | | (1.13 | ) | | | (1.73 | ) | | | (3.08 | ) | | | (0.65 | ) | | | (0.05 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | | | | — | * | | | — | * | | | — | * |
Net asset value, end of period | | $ | 37.03 | | | $ | 30.17 | | | $ | 25.09 | | | $ | 25.97 | | | $ | 24.09 | | | $ | 20.40 | |
Total investment return/(loss)(4) | | | 30.86 | % | | | 25.64 | % | | | 4.94 | % | | | 22.48 | % | | | 21.97 | %(5) | | | (0.47 | )% |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 181,509 | | | $ | 122,406 | | | $ | 92,760 | | | $ | 78,987 | | | $ | 60,623 | | | $ | 7,243 | |
Ratio of expenses to average net assets | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | %(6) | | | 0.95 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 0.98 | % | | | 1.00 | % | | | 0.99 | % | | | 1.06 | % | | | 1.17 | %(6) | | | 2.12 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.16 | )% | | | (0.01 | )% | | | 0.19 | % | | | 0.07 | % | | | 0.48 | %(6) | | | 0.39 | % |
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 | )% | | | (0.06 | )% | | | 0.15 | % | | | (0.04 | )% | | | 0.26 | %(6) | | | (0.78 | )% |
Portfolio turnover rate | | | 12 | % | | | 10 | % | | | 11 | % | | | 15 | % | | | 38 | %(5) | | | 26 | % |
* | 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, | | | YEAR ENDED OCTOBER 31, | |
Investor Shares | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017(1)(2) | | | 2016 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 29.47 | | | $ | 24.27 | | | $ | 27.32 | | | $ | 22.04 | | | $ | 18.29 | | | $ | 18.72 | |
Net investment income/(loss)(3) | | | (0.13 | ) | | | (0.05 | ) | | | (0.01 | ) | | | (0.06 | ) | | | (0.05 | ) | | | (0.05 | ) |
Net realized and unrealized gain/(loss) from investments | | | 6.82 | | | | 6.71 | | | | (1.88 | ) | | | 6.69 | | | | 3.80 | | | | (0.35 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 6.69 | | | | 6.66 | | | | (1.89 | ) | | | 6.63 | | | | 3.75 | | | | (0.40 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.03 | ) |
Net realized capital gains | | | (3.40 | ) | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (3.40 | ) | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) | | | — | | | | (0.03 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | | | | — | * | | | — | * | | | — | * |
Net asset value, end of period | | $ | 32.76 | | | $ | 29.47 | | | $ | 24.27 | | | $ | 27.32 | | | $ | 22.04 | | | $ | 18.29 | |
Total investment return/(loss)(4) | | | 24.22 | % | | | 28.56 | % | | | (6.13 | )% | | | 30.88 | % | | | 20.50 | %(5) | | | (2.15 | )% |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 276,825 | | | $ | 251,200 | | | $ | 237,623 | | | $ | 303,669 | | | $ | 210,404 | | | $ | 205,149 | |
Ratio of expenses to average net assets | | | 1.09 | % | | | 1.10 | % | | | 1.10 | % | | | 1.12 | % | | | 1.15 | %(6) | | | 1.15 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 1.09 | % | | | 1.08 | % | | | 1.12 | % | | | 1.06 | % | | | 1.16 | %(6) | | | 1.17 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.43 | )% | | | (0.21 | )% | | | (0.05 | )% | | | (0.22 | )% | | | (0.30 | )%(6) | | | (0.29 | )% |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | (0.43 | )% | | | (0.19 | )% | | | (0.07 | )% | | | (0.16 | )% | | | (0.31 | )%(6) | | | (0.31 | )% |
Portfolio turnover rate | | | 15 | % | | | 14 | % | | | 4 | % | | | 19 | % | | | 24 | %(5) | | | 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 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 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, | | | YEAR ENDED OCTOBER 31, | |
Institutional Shares | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017(1)(2) | | | 2016 | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 29.79 | | | $ | 24.48 | | | $ | 27.50 | | | $ | 22.14 | | | $ | 18.34 | | | $ | 18.75 | |
Net investment income/(loss)(3) | | | (0.09 | ) | | | (0.02 | ) | | | 0.02 | | | | (0.01 | ) | | | (0.03 | ) | | | (0.02 | ) |
Net realized and unrealized gain/(loss) from investments | | | 6.90 | | | | 6.79 | | | | (1.88 | ) | | | 6.72 | | | | 3.83 | | | | (0.33 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 6.81 | | | | 6.77 | | | | (1.86 | ) | | | 6.71 | | | | 3.80 | | | | (0.35 | ) |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.06 | ) |
Net realized capital gains | | | (3.40 | ) | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (3.40 | ) | | | (1.46 | ) | | | (1.16 | ) | | | (1.35 | ) | | | — | | | | (0.06 | ) |
Redemption and small-balance account fees | | | — | | | | — | | | | — | | | | — | * | | | — | * | | | — | * |
Net asset value, end of period | | $ | 33.20 | | | $ | 29.79 | | | $ | 24.48 | | | $ | 27.50 | | | $ | 22.14 | | | $ | 18.34 | |
Total investment return/(loss)(4) | | | 24.38 | % | | | 28.77 | % | | | (5.97 | )% | | | 31.10 | % | | | 20.72 | %(5) | | | (1.89 | )% |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 54,460 | | | $ | 39,488 | | | $ | 29,205 | | | $ | 30,562 | | | $ | 20,365 | | | $ | 5,502 | |
Ratio of expenses to average net assets | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | %(6) | | | 0.95 | % |
Ratio of expenses to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | 0.98 | % | | | 1.00 | % | | | 0.98 | % | | | 1.17 | % | | | 1.47 | %(6) | | | 2.40 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.30 | )% | | | (0.06 | )% | | | 0.10 | % | | | (0.05 | )% | | | (0.15 | )%(6) | | | (0.08 | )% |
Ratio of net investment income/(loss) to average net assets (before waivers and reimbursement of expenses and/or recapture of previously waived fees) | | | (0.33 | )% | | | (0.11 | )% | | | 0.07 | % | | | (0.26 | )% | | | (0.67 | )%(6) | | | (1.53 | )% |
Portfolio turnover rate | | | 15 | % | | | 14 | % | | | 4 | % | | | 19 | % | | | 24 | %(5) | | | 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 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.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements
August 31, 2021
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-nine 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 August 31, 2021, 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2021, (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
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
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 | | $ | 684,093,927 | | | $ | 588,165,243 | | | $ | 95,828,564 | | | $ | 100,120 | | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 53,339,987 | | | | — | | | | — | | | | — | | | | 53,339,987 | |
Short-Term Investments | | | 6,940,467 | | | | 6,940,467 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 744,374,381 | | | $ | 595,105,710 | | | $ | 95,828,564 | | | $ | 100,120 | | | $ | 53,339,987 | |
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
MID-CAP GROWTH FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 328,590,432 | | | $ | 328,590,432 | | | $ | — | | | $ | — | | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 48,062,351 | | | | — | | | | — | | | | — | | | | 48,062,351 | |
Short-Term Investments | | | 3,126,662 | | | | 3,126,662 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 379,779,445 | | | $ | 331,717,094 | | | $ | — | | | $ | — | | | $ | 48,062,351 | |
* | 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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”),
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
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.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
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.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
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
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
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, 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.
| | EXPENSE CAPS |
FUND | ADVISORY FEES | 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 | | $ | 5,264,922 | | | $ | (40,827 | ) | | $ | 5,224,095 | |
Mid-Cap Growth Fund | | | 2,635,695 | | | | (13,167 | ) | | | 2,622,528 | |
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. Previously waived fees subject to future recovery by the Adviser are as follows:
| | EXPIRATION | | | | | |
FUND | | AUGUST 31, 2022 | | | AUGUST 31, 2023 | | | AUGUST 31, 2024 | | | TOTAL | |
Global Opportunities Fund - Investor Class | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Global Opportunities Fund - Institutional Class | | | 32,294 | | | | 49,147 | | | | 40,827 | | | | 122,268 | |
Mid-Cap Growth Fund - Investor Class | | | — | | | | — | | | | 653 | | | | 653 | |
Mid-Cap Growth Fund - Institutional Class | | | 8,934 | | | | 16,169 | | | | 12,514 | | | | 37,617 | |
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.
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.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
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. Prior to October 1, 2020, an employee of Vigilant Compliance, LLC served as the Chief Compliance Officer of the Adviser. Neither the Funds nor the Company compensated 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 — 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 | | $ | 406,214 | |
Mid-Cap Growth Fund – Investor Shares | | | 300,799 | |
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 was calculated as a percentage of the net asset value of the total redemption proceeds and was retained by the Funds and accounted for as additional paid-in capital. 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.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
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 | | $ | 74,940,155 | | | $ | 102,815,184 | |
Mid-Cap Growth Fund | | | 44,126,308 | | | | 70,537,540 | |
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, 2021, 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 | | $ | 350,149,612 | | | $ | 408,227,942 | | | $ | (14,003,173 | ) | | $ | 394,224,769 | |
Mid-Cap Growth Fund | | | 193,696,917 | | | | 186,269,382 | | | | (186,854 | ) | | | 186,082,528 | |
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, 2021 were reclassified among the following accounts:
FUND | | DISTRIBUTABLE EARNINGS/(LOSS) | | | PAID-IN CAPITAL | |
Global Opportunities Fund | | $ | 325,798 | | | $ | (325,798 | ) |
Mid-Cap Growth Fund | | | 529,010 | | | | (529,010 | ) |
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
As of August 31, 2021, 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 | | $ | — | | | $ | 33,191,007 | | | $ | — | | | $ | (1,349,566 | ) | | $ | 394,232,230 | | | $ | 426,073,671 | |
Mid-Cap Growth Fund | | | — | | | | 17,958,485 | | | | — | | | | (1,114,469 | ) | | | 186,082,528 | | | | 202,926,544 | |
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, 2021 and August 31, 2020 were as follows:
FUND | | TAX YEAR | | | ORDINARY INCOME | | | LONG-TERM CAPITAL GAIN | | | TOTAL | |
Global Opportunities Fund | | | 2021 | | | $ | 254,531 | | | $ | 38,103,932 | | | $ | 38,358,463 | |
| | | 2020 | | | | 290,198 | | | | 21,013,460 | | | | 21,303,658 | |
Mid-Cap Growth Fund | | | 2021 | | | | — | | | | 32,831,307 | | | | 32,831,307 | |
| | | 2020 | | | | — | | | | 15,323,616 | | | | 15,323,616 | |
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, 2021, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2021. The Global Opportunities Fund deferred qualified late-year losses of $1,349,566 and the Mid-Cap Growth Fund deferred qualified late-year losses of $1,114,469 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, 2021, 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
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (continued)
August 31, 2021
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 | | $ | 51,773,703 | | | $ | 53,339,987 | | | $ | 40,898 | |
Mid-Cap Growth Fund | | | 47,134,012 | | | | 48,062,351 | | | | 34,743 | |
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 | |
FUND | | 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 | | $ | 51,773,703 | | | $ | — | | | $ | 51,773,703 | | | $ | (51,773,703 | ) | | $ | — | | | $ | — | |
Mid-Cap Growth Fund | | | 47,134,012 | | | | — | | | | 47,134,012 | | | | (47,134,012 | ) | | | — | | | | — | |
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 October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Funds. When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely affect a Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notes to Financial Statements (CONCLUDED)
August 31, 2021
also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Funds’ financial statements.
8. 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:
On September 21-22, 2021, the Board of Directors of the Company approved the conversion of the Global Opportunities Fund and the Mid-Cap Growth Fund into exchange-traded funds (“ETFs”) by the reorganization of the Global Opportunities Fund and the Mid-Cap Growth Fund into corresponding ETFs, the MFAM Global Opportunities ETF and the MFAM Mid-Cap Growth ETF, respectively. There will be no change to the Funds’ investment objectives, investment strategies or portfolio management as a result of the reorganizations.
MOTLEY FOOL ASSET MANAGEMENT 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, 2021, 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 four years in the period then ended, for the period ended August 31, 2017 and for the year 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, 2021, 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 four years in the period then ended, for the period ended August 31, 2017 and for the year 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, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
Philadelphia, Pennsylvania
October 28, 2021
MOTLEY FOOL ASSET MANAGEMENT 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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2021. During the fiscal year ended August 31, 2021, the following dividends and distributions were paid by the Funds:
FUND | ORDINARY INCOME | LONG-TERM GAINS |
Global Opportunities Fund | $ 254,531 | $ 38,103,932 |
Mid-Cap Growth Fund | — | 32,831,307 |
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, 2021 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 2022. 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 2022.
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 ASSET MANAGEMENT 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 12-13, 2021 (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 one-year, three-year, five-year, ten-year and since-inception periods, and underperformed its benchmark for the year-to-date period, each ended March 31, 2021. The Directors also noted that the MFAM Global Opportunities Fund ranked in the 2nd quintile in its Lipper Performance Group for the one-year, two-year, three-year, four-year, and five-year periods ended December 31, 2020.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
Notice to Shareholders (Concluded) (Unaudited)
The Directors noted the MFAM Mid-Cap Growth Fund had outperformed its benchmark for the ten-year period, and underperformed its benchmark for the year-to-date, one-year, three-year, five-year, and since-inception periods, each ended March 31, 2021. 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, four-year and five-year periods and in the 5th quintile for the two-year and three-year periods ended December 31, 2020.
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 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 4th 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, 2021 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, 2022.
MOTLEY FOOL ASSET MANAGEMENT FUNDS
PRIVACY NOTICE (Unaudited)
What Does Motley Fool Asset Management 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. |
MOTLEY FOOL ASSET MANAGEMENT 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.
MOTLEY FOOL ASSET MANAGEMENT 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.
MOTLEY FOOL ASSET MANAGEMENT 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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); from 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
MOTLEY FOOL ASSET MANAGEMENT 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: 73 | Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
MOTLEY FOOL ASSET MANAGEMENT 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 |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
MOTLEY FOOL ASSET MANAGEMENT FUNDS
DIRECTORS AND OFFICERS (CONCLUDED) (Unaudited)
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 has served 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
(This Page Intentionally Left Blank.)
(This Page Intentionally Left Blank.)
Join our Community!
Looking for more of our fun and educational insights, market commentary, and product updates? Email help@mfamfunds.com and we will deliver it directly to your inbox!
Our investors are just as diverse as our portfolios! No matter where you are on your investment path, Motley Fool Asset Management strives to make investing accessible to people of all backgrounds and experience levels!
We look forward to welcoming you to our Family!
ANNUAL
report 2021
Motley Fool Asset Management ETFs
Series of The RBB Fund, Inc.
8/31/21
Motley Fool 100 Index ETF | |
MFAM Small-Cap Growth ETF | |
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) | |
Join our Community! Looking for more of our fun and educational insights, market commentary, and product updates? Email help@mfamfunds.com and we will deliver it directly to your inbox! Our investors are just as diverse as our portfolios! No matter where you are on your investment path, Motley Fool Asset Management strives to make investing accessible to people of all backgrounds and experience levels! We look forward to welcoming you to our Family!
On September 21-22, 2021, the Board of Directors of the Company approved the conversion of the Global Opportunities Fund and the Mid-Cap Growth Fund into exchange-traded funds (“ETFs”) by the reorganization of the Global Opportunities Fund and the Mid-Cap Growth Fund into corresponding ETFs, the MFAM Global Opportunities ETF and the MFAM Mid-Cap Growth ETF, respectively. There will be no change to the Funds’ investment objectives, investment strategies or portfolio management as a result of the reorganizations.
Table of Contents | |
| |
Letter to Shareholders | 1 |
Portfolio Characteristics | 6 |
Fund Expense Examples | 10 |
Schedules of Investments | 12 |
Financial Statements | 21 |
Notes to Financial Statements | 27 |
Report of Independent Registered Public Accounting Firm | 36 |
Shareholder Tax Information | 37 |
Notice to Shareholders | 38 |
Directors and Officers | 43 |
Motley Fool Asset Management ETFs
Letter to Shareholders
August 31, 2021 (Unaudited)
Bryan Hinmon
Chief Investment Officer,
Motley Fool Asset Management
Abbott: Who’s on first, What’s on second, I Don’t Know is on third...
Costello: You know the guys names on the baseball team?
Abbott: Yes.
Costello: Well go ahead, who’s on first?
Abbott: Yes.
Costello: I mean the guy’s name.
Abbott: Who?
Costello: The guy playing first.
Abbott: Who.
Costello: The guy playing first base.
Abbott: Who.
Costello: The guy on first base.
Abbott: Who is on first.
Costello: What are you asking me for? I don’t know!
Abbott: Now wait a minute...
Costello: I’m asking you who’s on first.
Abbott: That’s his name.
Costello: Well go ahead and tell me...
— Abbott and Costello, Who’s on First?1
Dear Fellow Shareholder,
The Who’s on First? skit is good for a laugh every time I watch it. It is a reminder that people seemingly engaged in the same conversation can actually be on two different planets of understanding. I’m certain this has happened to you, too, and I hope you were able to laugh and keep your cool instead of getting as spun up as Costello.
DIFFERENT CONVERSATIONS
When our investing team is asked why we believe we can outperform, we reply that we think differently than many other investment shops. A truly long-term orientation via our unique definition of Quality enables us to act and see things differently.
We so strongly believe in this philosophy that we don’t pay much attention to what other investors are doing. Doing so would just be a distraction. We go about our business in heads-down fashion, controlling what we can control, trying to be the best stewards of your (and our!) capital that we can be. But every once in a while, we’re lopped upside the head with a clear reminder that we do think differently from other investors and market participants.
This happened to me recently while I was reading the fiscal second quarter 2021 earnings call transcript for a business we own in the MFAM Small-Cap Growth ETF2, Alarm.com. These 45-60 minute calls allow public company management teams to communicate with the investing public what is going on with their businesses. Management teams generally release quarterly financial details, provide helpful commentary, and take questions from the analyst community.
Now, executives are busy folk. Analysts have limited time and access to them and, therefore, should be asking only the most important questions that could influence investment decisions. That makes sense, right? With limited time and access, analysts should focus on what matters. What struck me while reading this call transcript was how unhelpful the questions being asked were to shaping our own investment opinion.
In other words, the items of heightened importance to the investing community (as represented by the analysts who dialed in live and felt the urge to ask a question), were completely different from what we consider of heightened importance. Seemingly on another planet. Our team seeks out information that is simply different from that sought by typical analysts.
1 | Abbott and Costello performed this sketch several times. Our feelings won’t be hurt if you stop reading now and track down one of their performances on YouTube. |
2 | As of August 31, 2021, the MFAM Small-Cap Growth ETF held a 4.83% position in Alarm.com. |
Motley Fool Asset Management ETFs
Letter to Shareholders (continued)
August 31, 2021 (Unaudited)
To put a finer point on this, I categorized the 11 questions that were asked on the call3. Only two of the 11 questions could be useful in our team’s analysis of Alarm.com’s business and investment potential. That is less than 20%! Five of the questions centered on next-quarter expectations or financial modeling and four other questions were, in our opinion, useless. [Useless may be a harsh classification, but these were questions pertaining to data that the company either discloses in its filings or could be deduced using available information.]
The obvious difference between the questions asked and the questions our team would have asked is orientation. I classified five questions as having a short-term orientation and only two as having a longer-term orientation. And really, the balance was closer to nine short-term and two long-term. The overwhelming tilt towards short-term orientation may help traders, but it doesn’t help long-term, patient owners of businesses. Unfortunately, what dominates most earnings calls and business news stories is oriented to the short-term. We view this as unhelpful, or worse, a distraction.
Who is on first base? Yes.
MARKET PERFORMANCE AND COMMENTARY
The full year period of September 1, 2020 through August 31, 2021 provides a novel storyline compared to recent history. First, let’s remember that the prior year (September 1, 2019 through August 31, 2020) included the first outbreak of COVID-19. In aggregate, stocks fell rapidly beginning in February 2020 and continued their decline into March 2020 as the world grappled with what a pandemic meant and didn’t. The peak to trough decline of US stocks was about 40%4. As time passed, the short- and long-term impacts were sorted, the vision of a new reality with an ever present coronavirus set in, and by August 2020, US stocks had regained their losses.
The recovery was not universal, of course. Growth stocks5 had returned to previous highs by June 2020 and ended the fiscal year ended August 31, 2020 up more than 35%. Value stocks6 recovered some of their losses, but did not eclipse their pre-coronavirus highs, and finished the fiscal year ended August 31, 2020 in negative territory. We retell this story to point out that, at the beginning of the fiscal year ended August 31, 2021, the performance disparity between Growth and Value stocks was remarkable -- greater than 40%!
Whether Value stocks looked dramatically more attractive, or seemed a better fit for fears of rising inflation and interest rates (two macroeconomic storylines that dominated the airwaves the first half of the fiscal year ended August 31, 2021), they began to outperform Growth stocks. The “catch-up” was in full effect. At its most dramatic, the performance differential between Value and Growth stocks exceeded 26%. By August 31, 2021 , Growth stocks had closed the gap to a single-digit differential, with both Value and Growth stocks notching greater than 30% gains for the fiscal year ended August 31, 2021.
A similar catch-up phenomenon occurred with Small Capitalization stocks7. After trailing Mid and Large Capitalization stocks, Small Capitalization stocks advanced more than 47% during the fiscal year ended August 31, 2021, besting Mid Capitalization stocks by 5% and Large Capitalization stocks by more than 12%. As US consumers benefited from government support and a rapid economic recovery seemed likely, the more economically sensitive and domestic focused Small Capitalization segment of the market soared.
3 | I am not drawing from a widely accepted rubric of any sort, just applying my own judgement in good faith. |
4 | US stocks are represented by the Morningstar US Core TR Index. The index measures the performance of US stocks where neither growth nor value characteristics predominate. |
5 | Growth stocks are represented by the Morningstar US Growth Index. The index measures the performance of US stocks that are expected to grow at a faster pace than the rest of the market as measured by forward earnings, historical earnings, book value, cash flow and sales. |
6 | Value stocks are represented by the Morningstar US Value TR Index. The index measures the performance of stocks with relatively low prices given anticipated per-share earnings, book value, cash flow, sales and dividends. |
7 | Small Capitalization stocks are represented by the Morningstar US Small Cap TR Index. The index measures the performance of US stocks that fall between the 90th and 97th percentile in market capitalization of the investable universe. Mid Capitalization stocks are represented by the US Mid Cap TR Index. The index measures the performance of stocks that fall between the 70th and 90thpercentile in market capitalization of the investable universe. Large Capitalization stocks are represented by the Morningstar US Large Cap TR Index. The index measures the performance of stocks that represent the largest 70% capitalization of the investable universe. |
Motley Fool Asset Management ETFs
Letter to Shareholders (continued)
August 31, 2021 (Unaudited)
Outside the US, Global stocks8 recovered, too. However, negative consequences of the pandemic were, on average, more lasting and impactful with less access to vaccine production and distribution. Accordingly, the realized and anticipated pace of economic recovery were on average, slower, and Global stocks trailed the advance in US stocks.
FUND PERFORMANCE AND COMMENTARY
MFAM Small-Cap Growth ETF
Amidst that backdrop, the MFAM Small-Cap Growth ETF returned 32.00% during the fiscal year ended August 31, 2021, slightly behind its benchmark’s return of 35.61% for the same period. Cumulatively since inception (coming up on three years!), the MFAM Small-Cap Growth ETF has returned 117.99% versus 71.09% returns for the benchmark over the same period9.
The top three contributors to returns10 were Heska (+156%), Jones Lang LaSalle (+135%), and Paylocity Holding (+83%). Heska is the third-largest player in the companion animal diagnostics business. Demand strengthened during the pandemic as people stuck at home adopted pets at record levels. This coincided with Heska’s roll out of a revamped product lineup, continued growth in its core consumables business, and a strengthening vision and presence outside of the US. It was a banner year. Jones Lang LaSalle (JLL), the second-largest global commercial real estate (CRE) services firm, benefited from better-than-feared CRE markets, share gains within its core service areas (leasing, outsourced property management, and capital markets), and impressive cost containment during the pandemic’s worst months. We expect JLL’s brand and reputation, global scale, network of highly-skilled real estate professionals, and expansive suite of services to allow ongoing share gains as large enterprises seek to consolidate their real estate spend and the institutionalization of CRE continues. Despite the pandemic’s initially bruising effect on small- and mid-sized businesses, the core customer for payroll and human capital software provider Paylocity, Paylocity’s results and growth remained quite strong. The company continues to poach clients from incumbents ADP and Paychex and displace homegrown solutions. We believe Paylocity’s product offering remains among the strongest in the industry, allowing it to attract highly-qualified sales professionals and strong programming talent, key to retaining its edge.
The bottom three contributors to returns were iRhythm Technologies (-71%), Proto Labs (-50%), and Upland Software (-22%). Our thesis for iRhythm was wrong, primarily with respect to the value of some of its core products. Gatekeepers who determine insurance reimbursement rates (and ultimately how much iRhythm can earn) slashed what they were willing to pay for iRhythm’s products — a clear cut stance on the ultimate value of those products to patients. Shortly after, iRhythm’s CEO stepped down (he had only been on the post for a few months) and a competitor released promising product news. Proto Labs is in the midst of a core platform rebuild, CEO transition, and large acquisition integration. It’s a formula for things to go awry, and Proto Labs’ stressed or outright shuttered manufacturing customers did not help the situation. It does not appear Proto Labs has emerged stronger from the pandemic. Upland Software is a relatively new purchase that appears to have been poorly timed. A market-wide sell-off of software stocks brought Upland along for the fall. We don’t currently see any notable cracks or changes in the company’s business fundamentals.
Motley Fool 100 Index ETF
The Motley Fool 100 Index ETF returned 25.74% during the fiscal year ended August 31, 2021. During the same period, the Motley Fool 100 Index, which the Motley Fool 100 Index ETF is designed to track, returned 26.43% and the S&P 500 Index returned 31.17%. Cumulatively since inception (3.5 years and counting!), the Motley Fool 100 Index ETF returned 114.09%. Over that period, the Motley Fool 100 Index returned 117.98% and the S&P 500 Index returned 69.40%11.
8 | Global stocks are represented by the S&P Global X-US BMI TR Index. The index measures stock market performance globally, excluding the US. |
9 | Returns are for Net Asset Value, net of fees and expenses. The market price returns for the MFAM Small-Cap Growth ETF for the year ending 8/31/2021 was 31.91%, and since inception, was 118.02%. Inception of the MFAM Small-Cap Growth ETF was 10/29/2018. The benchmark is the Russell 2000 Growth Total Return Index. |
10 | Contribution to return is a combination of average weighting in the portfolio and total return during the period. |
11 | Returns are for Net Asset Value, net of fees and expenses. The market price return for the Motley Fool 100 Index ETF for the year ended 8/31/2021 was 25.72%, and since inception, was 114.86%. Inception of the Motley Fool 100 Index ETF was 1/29/2018. |
Motley Fool Asset Management ETFs
Letter to Shareholders (continued)
August 31, 2021 (Unaudited)
The Fund’s net asset value return differed from that of its underlying index, the Motley Fool 100 Index, due primarily to the deduction of management fees. Cash drag, transaction costs, and corporate actions contributed to the remaining tracking error.
As a passive implementation of active stock selection, the Fund’s performance in each period is reflective of the construction of its underlying index, the Motley Fool 100 Index, which is a market capitalization weighted portfolio of the 100 largest, liquid, high-conviction stock selections from the Motley Fool12. The Motley Fool 100 Index tends to have a top-heavy construction, so the largest holdings have a significant impact on overall performance. This was the case for the period ended August 31, 2021.
The top three contributors to the Motley Fool 100 Index ETF’s performance were Alphabet (+78%), Microsoft (+35%) and Apple (+18%). These three companies had a combined average portfolio weight during the period of nearly 30%. The bottom three contributors were Intel (-19%), Vertex Pharmaceuticals (-28%), and AirBnB (-18%). These three companies had a combined average portfolio weight during the period of just over 1%.
The Motley Fool 100 Index was also fairly concentrated in three sectors: Information Technology, Consumer Discretionary, and Communication Services. During the year ended August 31, 2021, the Fund reflected that fact with average weights in these sectors of 41%, 18%, and 18% respectively. The average returns for the stocks in all three of these sectors were positive and strongest returns were in the Communication Services industry.
A COMPLETELY DIFFERENT GAME
Being different is not a goal in and of itself. We may have different goals than the analysts on that Alarm.com earnings call and we clearly have a different set of beliefs about what matters. But time and time again, our interactions with other investors lead us to the same conclusion: having a long-term orientation — being patient owners of Quality businesses — is a differentiator and provides the basis for performance that is different from a benchmark index.
Over time, our aim is to achieve acceptable risk-adjusted returns, to grow and protect your investment. Our focus remains on patiently owning a collection of special, Quality businesses that will create winning outcomes for their stakeholders over time. Crafting the best mix of these opportunities is a never ending and never boring task. We continue to be proud of our results, but not satisfied, and ever humbled by your trust.
Onward,
Bryan Hinmon
Chief Investment Officer, Motley Fool Asset Management LLC
12 | Motley Fool Asset Management LLC is a subsidiary of The Motley Fool. The Motley Fool is responsible for independently managing the Motley Fool 100 Index. To learn more about the index, see its website: https://www.fool100.com/ |
Motley Fool Asset Management ETFs
Letter to Shareholders (concluded)
August 31, 2021 (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. 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, 2021 |
| One Year | Since Inception | Inception Date |
Motley Fool 100 Index ETF | 25.74% | 23.65% | 1/29/2018 |
Motley Fool 100 Index* | 26.43% | 24.27%(1) | — |
S&P 500® Total Return Index** | 31.17% | 15.83%(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, 2020 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, 2021. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Apple, Inc. | 11.9% |
Microsoft Corp. | 10.7 |
Alphabet, Inc., Class C | 9.4 |
Amazon.com, Inc. | 8.5 |
Facebook, Inc., Class A | 5.0 |
Berkshire Hathaway, Inc., Class B | 3.2 |
Tesla, Inc. | 3.1 |
NVIDIA Corp. | 2.5 |
Visa, Inc., Class A | 2.4 |
UnitedHealth Group, Inc. | 1.9 |
| 58.6% |
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 | 42.4% |
Communication Services | 19.2 |
Consumer Discretionary | 17.0 |
Health Care | 8.8 |
Financials | 4.9 |
Industrials | 3.3 |
Real Estate | 1.4 |
Consumer Staples | 1.2 |
Utilities | 0.8 |
Materials | 0.7 |
Energy | 0.2 |
| 99.9% |
MFAM Small-Cap Growth ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED AUGUST 31, 2021 |
| One Year | Since Inception | Inception Date |
MFAM Small-Cap Growth ETF | 32.00% | 31.59% | 10/29/2018 |
Russell 2000 Growth Total Return® Index* | 35.61% | 20.83%(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, 2020 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 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. |
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, 2021. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Heska Corp. | 6.9% |
Axon Enterprise, Inc. | 4.9 |
Alarm.com Holdings, Inc. | 4.8 |
Everbridge, Inc. | 4.2 |
Watsco, Inc. | 4.2 |
Goosehead Insurance, Inc., Class A | 4.1 |
Penumbra, Inc. | 4.0 |
Paylocity Holding Corp. | 3.6 |
Globus Medical, Inc., Class A | 3.5 |
PTC Therapeutics, Inc. | 3.5 |
| 43.7% |
The MFAM Small-Cap Growth ETF uses GICSSM as the basis for the classification of securities on the Schedule of Investments.
Sector Allocation | % OF Net Assets |
Health Care | 27.8% |
Information Technology | 26.9 |
Industrials | 19.2 |
Real Estate | 11.4 |
Consumer Discretionary | 4.7 |
Financials | 4.1 |
Communication Services | 3.0 |
| 97.1% |
Motley Fool Asset Management ETFs
Fund Expense Examples
AUGUST 31, 2021 (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, 2021 through August 31, 2021, 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 Asset Management ETFs
Fund Expense Examples (Concluded)
AUGUST 31, 2021 (Unaudited)
| Beginning Account Value MARCH 1, 2021 | Ending Account Value AUGUST 31, 2021 | 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 | $ 1,202.20 | $ 2.78 | 0.50% | 20.22% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,022.68 | 2.55 | 0.50 | N/A |
MFAM Small-Cap Growth ETF | | | | | |
Actual | $ 1,000.00 | $ 993.00 | $ 4.27 | 0.85% | -0.70% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.92 | 4.33 | 0.85 | N/A |
* | Expenses are equal to each Fund’s annualized expense ratio for the period March 1, 2021 through August 31, 2021, 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 365 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, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 99.9% | | | | | | | | |
Aerospace & Defense — 0.2% | | | | | | | | |
TransDigm Group, Inc. (United States)* | | | 1,452 | | | $ | 882,046 | |
Air Freight & Logistics — 0.3% | | | | | | | | |
FedEx Corp. (United States) | | | 6,733 | | | | 1,788,891 | |
Automobiles — 3.1% | | | | | | | | |
Tesla, Inc. (United States)* | | | 22,559 | | | | 16,597,107 | |
Beverages — 0.3% | | | | | | | | |
Monster Beverage Corp. (United States)* | | | 13,619 | | | | 1,328,806 | |
Biotechnology — 2.2% | | | | | | | | |
Amgen, Inc. (United States) | | | 14,581 | | | | 3,288,453 | |
Biogen, Inc. (United States)* | | | 4,247 | | | | 1,439,351 | |
Gilead Sciences, Inc. (United States) | | | 31,663 | | | | 2,304,433 | |
Moderna, Inc. (United States)* | | | 9,118 | | | | 3,434,659 | |
Vertex Pharmaceuticals, Inc. (United States)* | | | 6,175 | | | | 1,236,791 | |
| | | | | | | 11,703,687 | |
Capital Markets — 1.3% | | | | | | | | |
Charles Schwab Corp., (The) (United States) | | | 48,473 | | | | 3,531,258 | |
CME Group, Inc. (United States) | | | 9,360 | | | | 1,888,099 | |
Intercontinental Exchange, Inc. (United States) | | | 13,847 | | | | 1,655,132 | |
| | | | | | | 7,074,489 | |
Chemicals — 0.7% | | | | | | | | |
Ecolab, Inc. (United States) | | | 7,475 | | | | 1,684,566 | |
Sherwin-Williams Co., (The) (United States) | | | 6,805 | | | | 2,066,474 | |
| | | | | | | 3,751,040 | |
Commercial Services & Supplies — 0.7% | | | | | | | | |
Cintas Corp. (United States) | | | 2,554 | | | | 1,010,797 | |
Copart, Inc. (United States)* | | | 6,014 | | | | 867,940 | |
Waste Management, Inc. (United States) | | | 10,808 | | | | 1,676,429 | |
| | | | | | | 3,555,166 | |
Consumer Finance — 0.2% | | | | | | | | |
Discover Financial Services (United States)(a) | | | 7,748 | | | | 993,449 | |
Diversified Financial Services — 3.2% | | | | | | | | |
Berkshire Hathaway, Inc., Class B (United States)* | | | 58,532 | | | | 16,726,690 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Electric Utilities — 0.8% | | | | | | | | |
NextEra Energy, Inc. (United States) | | | 50,984 | | | $ | 4,282,146 | |
Electronic Equipment, Instruments & Components — 0.2% | | | | | | | | |
Corning, Inc. (United States)(a) | | | 21,068 | | | | 842,509 | |
Entertainment — 3.4% | | | | | | | | |
Activision Blizzard, Inc. (United States)(a) | | | 19,145 | | | | 1,576,974 | |
Electronic Arts, Inc. (United States) | | | 7,186 | | | | 1,043,479 | |
Netflix, Inc. (United States)* | | | 10,691 | | | | 6,085,210 | |
Roku, Inc. (United States)* | | | 2,820 | | | | 993,768 | |
Walt Disney Co., (The) (United States)* | | | 46,107 | | | | 8,359,199 | |
| | | | | | | 18,058,630 | |
Equity Real Estate Investment Trusts (REITs) — 1.4% | | | | | | | | |
American Tower Corp. (United States) | | | 11,548 | | | | 3,373,979 | |
Crown Castle International Corp. (United States) | | | 11,088 | | | | 2,158,723 | |
Equinix, Inc. (United States) | | | 2,344 | | | | 1,977,047 | |
| | | | | | | 7,509,749 | |
Food & Staples Retailing — 1.0% | | | | | | | | |
Costco Wholesale Corp. (United States) | | | 11,094 | | | | 5,053,206 | |
Health Care Equipment & Supplies — 1.9% | | | | | | | | |
Align Technology, Inc. (United States)* | | | 2,030 | | | | 1,439,270 | |
Becton Dickinson and Co. (United States) | | | 7,359 | | | | 1,852,260 | |
DexCom, Inc. (United States)* | | | 2,448 | | | | 1,296,020 | |
IDEXX Laboratories, Inc. (United States)* | | | 2,093 | | | | 1,410,180 | |
Intuitive Surgical, Inc. (United States)* | | | 2,936 | | | | 3,093,252 | |
ResMed, Inc. (United States) | | | 3,621 | | | | 1,052,009 | |
| | | | | | | 10,142,991 | |
Health Care Providers & Services — 2.9% | | | | | | | | |
CVS Health Corp. (United States) | | | 34,034 | | | | 2,940,197 | |
HCA Healthcare, Inc. (United States) | | | 8,582 | | | | 2,171,075 | |
UnitedHealth Group, Inc. (United States) | | | 24,052 | | | | 10,012,126 | |
| | | | | | | 15,123,398 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Health Care Technology — 0.2% | | | | | | | | |
Veeva Systems, Inc., Class A (United States)* | | | 3,804 | | | $ | 1,262,852 | |
Hotels, Restaurants & Leisure — 2.0% | | | | | | | | |
Airbnb, Inc., Class A (United States)* | | | 15,241 | | | | 2,362,203 | |
Booking Holdings, Inc. (United States)* | | | 1,084 | | | | 2,492,842 | |
Chipotle Mexican Grill, Inc. (United States)(a)* | | | 665 | | | | 1,265,714 | |
Marriott International, Inc., Class A (United States)* | | | 8,721 | | | | 1,178,556 | |
Starbucks Corp. (United States) | | | 30,016 | | | | 3,526,580 | |
| | | | | | | 10,825,895 | |
Industrial Conglomerates — 0.8% | | | | | | | | |
3M Co. (United States) | | | 14,674 | | | | 2,857,615 | |
Roper Technologies, Inc. (United States) | | | 2,642 | | | | 1,276,826 | |
| | | | | | | 4,134,441 | |
Insurance — 0.2% | | | | | | | | |
Aflac, Inc. (United States) | | | 17,266 | | | | 978,637 | |
Interactive Media & Services — 14.9% | | | | | | | | |
Alphabet, Inc., Class C (United States)* | | | 16,991 | | | | 49,430,897 | |
Facebook, Inc., Class A (United States)* | | | 69,465 | | | | 26,353,632 | |
Match Group, Inc. (United States)* | | | 6,649 | | | | 913,838 | |
Pinterest, Inc., Class A (United States)* | | | 14,786 | | | | 821,658 | |
Twitter, Inc. (United States)* | | | 18,310 | | | | 1,180,995 | |
| | | | | | | 78,701,020 | |
Internet & Direct Marketing Retail — 9.1% | | | | | | | | |
Amazon.com, Inc. (United States)* | | | 12,969 | | | | 45,012,675 | |
Chewy, Inc., Class A (United States)(a)* | | | 10,189 | | | | 897,855 | |
eBay, Inc. (United States) | | | 16,063 | | | | 1,232,675 | |
Wayfair, Inc., Class A (United States)(a)* | | | 2,612 | | | | 733,319 | |
| | | | | | | 47,876,524 | |
IT Services — 7.3% | | | | | | | | |
Cognizant Technology Solutions Corp., Class A (United States) | | | 13,677 | | | | 1,043,692 | |
Mastercard, Inc., Class A (United States) | | | 25,955 | | | | 8,986,400 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (continued)
AUGUST 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
IT Services (continued) | | | | | | | | |
Okta, Inc. (United States)* | | | 3,684 | | | $ | 971,102 | |
PayPal Holdings, Inc. (United States)* | | | 29,316 | | | | 8,462,356 | |
Snowflake, Inc., Class A (United States)* | | | 7,760 | | | | 2,361,756 | |
Square, Inc., Class A (United States)(a)* | | | 11,151 | | | | 2,989,249 | |
Twilio, Inc., Class A (United States)* | | | 4,029 | | | | 1,438,192 | |
Visa, Inc., Class A (United States)(a) | | | 54,794 | | | | 12,553,305 | |
| | | | | | | 38,806,052 | |
Leisure Products — 0.1% | | | | | | | | |
Peloton Interactive, Inc., Class A (United States)(a)* | | | 6,621 | | | | 663,358 | |
Life Sciences Tools & Services — 0.3% | | | | | | | | |
Illumina, Inc. (United States)* | | | 3,628 | | | | 1,658,577 | |
Machinery — 0.2% | | | | | | | | |
Cummins, Inc. (United States) | | | 3,659 | | | | 863,451 | |
Oil, Gas & Consumable Fuels — 0.2% | | | | | | | | |
Kinder Morgan, Inc. (United States) | | | 58,471 | | | | 951,323 | |
Pharmaceuticals — 1.2% | | | | | | | | |
Bristol-Myers Squibb Co. (United States) | | | 57,696 | | | | 3,857,554 | |
Zoetis, Inc. (United States) | | | 12,146 | | | | 2,484,586 | |
| | | | | | | 6,342,140 | |
Professional Services — 0.2% | | | | | | | | |
CoStar Group, Inc. (United States)* | | | 10,947 | | | | 927,649 | |
Road & Rail — 1.0% | | | | | | | | |
Uber Technologies, Inc. (United States)* | | | 45,595 | | | | 1,784,588 | |
Union Pacific Corp. (United States) | | | 16,887 | | | | 3,661,777 | |
| | | | | | | 5,446,365 | |
Semiconductors & Semiconductor Equipment — 5.1% | | | | | | | | |
Broadcom, Inc. (United States) | | | 10,280 | | | | 5,111,319 | |
Intel Corp. (United States) | | | 103,650 | | | | 5,603,319 | |
Lam Research Corp. (United States) | | | 3,481 | | | | 2,105,378 | |
NVIDIA Corp. (United States) | | | 58,873 | | | | 13,178,721 | |
Xilinx, Inc. (United States) | | | 5,561 | | | | 865,236 | |
| | | | | | | 26,863,973 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Software — 17.9% | | | | | | | | |
Adobe Systems, Inc. (United States)* | | | 11,895 | | | $ | 7,894,711 | |
Autodesk, Inc. (United States)* | | | 5,400 | | | | 1,674,486 | |
Cadence Design Systems, Inc. (United States)* | | | 6,850 | | | | 1,119,838 | |
Cloudflare, Inc., Class A (United States)* | | | 7,470 | | | | 901,928 | |
Crowdstrike Holdings, Inc., Class A (United States)* | | | 5,399 | | | | 1,517,119 | |
Datadog, Inc., Class A (United States)(a)* | | | 7,611 | | | | 1,048,796 | |
DocuSign, Inc. (United States)* | | | 4,819 | | | | 1,427,581 | |
Fortinet, Inc. (United States)* | | | 4,129 | | | | 1,301,213 | |
Intuit, Inc. (United States) | | | 6,827 | | | | 3,864,833 | |
Microsoft Corp. (United States) | | | 187,198 | | | | 56,511,332 | |
Palo Alto Networks, Inc. (United States)(a)* | | | 2,517 | | | | 1,160,438 | |
Salesforce.com, Inc. (United States)* | | | 23,750 | | | | 6,300,163 | |
ServiceNow, Inc. (United States)* | | | 4,922 | | | | 3,167,996 | |
Synopsys, Inc. (United States)* | | | 3,756 | | | | 1,247,893 | |
VMware, Inc., Class A (United States)(a)* | | | 10,437 | | | | 1,553,756 | |
Workday, Inc., Class A (United States)* | | | 6,284 | | | | 1,716,537 | |
Zoom Video Communications, Inc., Class A (United States)* | | | 7,130 | | | | 2,064,135 | |
| | | | | | | 94,472,755 | |
Specialty Retail — 1.6% | | | | | | | | |
Home Depot, Inc., (The) (United States) | | | 26,205 | | | | 8,547,547 | |
Technology Hardware, Storage & Peripherals — 11.9% | | | | | | | | |
Apple, Inc. (United States) | | | 413,721 | | | | 62,815,259 | |
Textiles, Apparel & Luxury Goods — 1.1% | | | | | | | | |
NIKE, Inc., Class B (United States) | | | 34,092 | | | | 5,616,316 | |
Wireless Telecommunication Services — 0.8% | | | | | | | | |
T-Mobile US, Inc. (United States) | | | 32,124 | | | | 4,401,631 | |
Total Common Stocks (Cost $312,220,017) | | | | | | | 527,569,765 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool 100 Index ETF
Schedule of Investments (Concluded)
AUGUST 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Rights — 0.0% | | | | | | | | |
Altaba, Inc. - Escrow Shares (United States)* | | | 8,565 | | | $ | 61,239 | |
Total Rights (Cost $30,083) | | | | | | | 61,239 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 4.8% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.09% | | | 25,180,752 | | | | 25,180,752 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $25,180,752) | | | | | | | 25,180,752 | |
| | | | | | | | |
Short-Term Investments — 0.1% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01% (United States)(b) | | | 298,116 | | | | 298,116 | |
Total Short-Term Investments (Cost $298,116) | | | | | | | 298,116 | |
| | | | | | | | |
Total Investments (Cost $337,728,968) — 104.8% | | | | | | | 553,109,872 | |
Liabilities in Excess of Other Assets — (4.8)% | | | | | | | (25,098,373 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 12,525,000 shares outstanding) | | | | | | $ | 528,011,499 | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2021, the market value of securities on loan was $24,500,142. |
(b) | The rate shown is as of August 31, 2021. |
The accompanying notes are an integral part of these financial statements.
MFAM Small-Cap Growth ETF
Schedule of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks — 97.0% | | | | | | | | |
Aerospace & Defense — 6.8% | | | | | | | | |
Axon Enterprise, Inc. (United States)* | | | 51,068 | | | $ | 9,287,737 | |
RADA Electronic Industries Ltd. (Israel)* | | | 320,749 | | | | 3,659,746 | |
| | | | | | | 12,947,483 | |
Auto Components — 3.5% | | | | | | | | |
Fox Factory Holding Corp. (United States)* | | | 42,968 | | | | 6,602,893 | |
Biotechnology — 7.0% | | | | | | | | |
PTC Therapeutics, Inc. (United States)(a)* | | | 153,220 | | | | 6,688,053 | |
Ultragenyx Pharmaceutical, Inc. (United States)* | | | 68,461 | | | | 6,592,110 | |
| | | | | | | 13,280,163 | |
Building Products — 2.7% | | | | | | | | |
Trex Co., Inc. (United States)(a)* | | | 45,786 | | | | 5,025,471 | |
Diversified Consumer Services — 1.2% | | | | | | | | |
Frontdoor, Inc. (United States)* | | | 53,471 | | | | 2,332,405 | |
Electronic Equipment, Instruments & Components — 2.5% | | | | | | | | |
NLight, Inc. (United States)(a)* | | | 168,530 | | | | 4,653,113 | |
Equity Real Estate Investment Trusts (REITs) — 2.2% | | | | | | | | |
STAG Industrial, Inc. (United States) | | | 98,809 | | | | 4,174,680 | |
Health Care Equipment & Supplies — 16.4% | | | | | | | | |
Globus Medical, Inc., Class A (United States)* | | | 82,124 | | | | 6,701,318 | |
Heska Corp. (United States)(a)* | | | 48,921 | | | | 12,978,741 | |
Mesa Laboratories, Inc. (United States)(a) | | | 14,240 | | | | 3,800,941 | |
Penumbra, Inc. (United States)(a)* | | | 27,342 | | | | 7,517,683 | |
| | | | | | | 30,998,683 | |
Health Care Providers & Services — 3.1% | | | | | | | | |
HealthEquity, Inc. (United States)(a)* | | | 90,679 | | | | 5,818,871 | |
Health Care Technology — 1.2% | | | | | | | | |
Schrodinger, Inc. (United States)(a)* | | | 39,357 | | | | 2,349,219 | |
Insurance — 4.1% | | | | | | | | |
Goosehead Insurance, Inc., Class A (United States)(a) | | | 53,304 | | | | 7,823,961 | |
The accompanying notes are an integral part of these financial statements.
MFAM Small-Cap Growth ETF
Schedule of Investments (CONTINUED)
AUGUST 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Machinery — 3.1% | | | | | | | | |
John Bean Technologies Corp. (United States) | | | 40,602 | | | $ | 5,923,426 | |
Media — 3.0% | | | | | | | | |
Cardlytics, Inc. (United States)* | | | 62,798 | | | | 5,700,803 | |
Real Estate Management & Development — 9.2% | | | | | | | | |
Howard Hughes Corp., (The) (United States)* | | | 58,314 | | | | 5,279,166 | |
Jones Lang LaSalle, Inc. (United States)* | | | 25,569 | | | | 6,198,693 | |
Newmark Group, Inc., Class A (United States) | | | 440,893 | | | | 6,004,963 | |
| | | | | | | 17,482,822 | |
Road & Rail — 2.4% | | | | | | | | |
Landstar System, Inc. (United States) | | | 26,970 | | | | 4,531,769 | |
Software — 24.4% | | | | | | | | |
Alarm.com Holdings, Inc. (United States)* | | | 108,490 | | | | 9,148,962 | |
Everbridge, Inc. (United States)(a)* | | | 50,306 | | | | 7,896,533 | |
Paylocity Holding Corp. (United States)* | | | 25,045 | | | | 6,742,114 | |
Ping Identity Holding Corp. (United States)(a)* | | | 227,050 | | | | 5,891,947 | |
Q2 Holdings, Inc. (United States)(a)* | | | 67,321 | | | | 5,930,307 | |
Smartsheet, Inc., Class A (United States)* | | | 79,099 | | | | 6,293,907 | |
Upland Software, Inc. (United States)* | | | 110,170 | | | | 4,294,427 | |
| | | | | | | 46,198,197 | |
Trading Companies & Distributors — 4.2% | | | | | | | | |
Watsco, Inc. (United States) | | | 28,272 | | | | 7,871,490 | |
Total Common Stocks (Cost $133,103,370) | | | | | | | 183,715,449 | |
| | | | | | | | |
Investments Purchased with Proceeds from Securities Lending Collateral — 22.2% | | | | | | | | |
Mount Vernon Liquid Assets Portfolio, LLC, 0.09% | | | 42,120,103 | | | | 42,120,103 | |
Total Investments Purchased with Proceeds from Securities Lending Collateral (Cost $42,120,103) | | | | | | | 42,120,103 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
MFAM Small-Cap Growth ETF
Schedule of Investments (Concluded)
AUGUST 31, 2021
| | Number of Shares | | | Value (Note 2) | |
| | | | | | | | |
Short-Term Investments — 3.0% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01% (United States)(b)* | | | 5,773,743 | | | $ | 5,773,743 | |
Total Short-Term Investments (Cost $5,773,743) | | | | | | | 5,773,743 | |
| | | | | | | | |
Total Investments (Cost $180,997,216) — 122.2% | | | | | | | 231,609,295 | |
Liabilities in Excess of Other Assets — (22.2)% | | | | | | | (42,227,706 | ) |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 4,650,000 shares outstanding) | | | | | | $ | 189,381,589 | |
* | Non-income producing security. |
(a) | All or a portion of the security is on loan. At August 31, 2021, the market value of securities on loan was $41,564,500. |
(b) | The rate shown is as of August 31, 2021. |
The accompanying notes are an integral part of these financial statements.
Motley Fool Asset Management ETFs
Statements of Assets and Liabilities
AUGUST 31, 2021
| | Motley Fool 100 Index ETF | | | MFAM Small-Cap Growth ETF | |
ASSETS | | | | | | | | |
Investments in securities at value (cost $312,250,100 and $133,103,370, respectively)^ | | $ | 527,631,004 | | | $ | 183,715,449 | |
Investments purchased with proceeds from securities lending collateral, at value (cost $25,180,752 and $42,120,103, respectively) | | | 25,180,752 | | | | 42,120,103 | |
Short-term investments, at value (cost $298,116 and $5,773,743, respectively) | | | 298,116 | | | | 5,773,743 | |
Receivables for: | | | | | | | | |
Dividends | | | 300,256 | | | | 24,741 | |
Total assets | | | 553,410,128 | | | | 231,634,036 | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Payables for: | | | | | | | | |
Securities lending collateral (see Note 7) | | | 25,180,752 | | | | 42,120,103 | |
Advisory fees | | | 217,877 | | | | 132,344 | |
Total liabilities | | | 25,398,629 | | | | 42,252,447 | |
Net assets | | $ | 528,011,499 | | | $ | 189,381,589 | |
| | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | |
Par value | | $ | 12,525 | | | $ | 4,650 | |
Paid-in capital | | | 313,968,327 | | | | 135,544,404 | |
Total distributable earnings/(losses) | | | 214,030,647 | | | | 53,832,535 | |
Net assets | | $ | 528,011,499 | | | $ | 189,381,589 | |
| | | | | | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 12,525,000 | | | | 4,650,000 | |
Net asset value, price per share | | | 42.16 | | | | 40.73 | |
^ Includes market value of securities on loan | | $ | 24,500,142 | | | $ | 41,564,500 | |
The accompanying notes are an integral part of these financial statements.
Motley Fool Asset Management ETFs
Statements of Operations
FOR THE YEAR ENDED AUGUST 31, 2021
| | Motley Fool 100 Index ETF | | | MFAM Small-Cap Growth ETF | |
INVESTMENT INCOME | | | | | | | | |
Dividends | | $ | 2,651,423 | | | $ | 519,173 | |
Securities lending income | | | 26,419 | | | | 33,726 | |
Total investment income | | | 2,677,842 | | | | 552,899 | |
| | | | | | | | |
EXPENSES | | | | | | | | |
Advisory fees (Note 3) | | | 2,069,521 | | | | 1,391,652 | |
Total expenses | | | 2,069,521 | | | | 1,391,652 | |
Net investment income/(loss) | | | 608,321 | | | | (838,753 | ) |
| | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | |
Net realized gain/(loss) from investments | | | 2,658,198 | | | | 4,922,086 | |
Net realized gain/(loss) from redemption in-kind | | | 1,292,625 | | | | 6,107,817 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 98,157,416 | | | | 26,857,789 | |
Net realized and unrealized gain/(loss) on investments | | | 102,108,239 | | | | 37,887,692 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 102,716,560 | | | $ | 37,048,939 | |
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, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 608,321 | | | $ | 972,337 | |
Net realized gain/(loss) from investments | | | 3,950,823 | | | | 2,822,268 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 98,157,416 | | | | 96,115,567 | |
Net increase/(decrease) in net assets resulting from operations | | | 102,716,560 | | | | 99,910,172 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (1,629,559 | ) | | | (1,030,211 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (1,629,559 | ) | | | (1,030,211 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 92,015,882 | | | | 75,805,220 | |
Shares redeemed | | | (2,638,120 | ) | | | (23,009,180 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 89,377,762 | | | | 52,796,040 | |
Total increase/(decrease) in net assets | | | 190,464,763 | | | | 151,676,001 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 337,546,736 | | | | 185,870,735 | |
End of period | | $ | 528,011,499 | | | $ | 337,546,736 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 2,575,000 | | | | 2,750,000 | |
Shares redeemed | | | (75,000 | ) | | | (1,000,000 | ) |
Net increase/(decrease) in shares outstanding | | | 2,500,000 | | | | 1,750,000 | |
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, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (838,753 | ) | | $ | (222,384 | ) |
Net realized gain/(loss) from investments | | | 11,029,903 | | | | 9,609,632 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 26,857,789 | | | | 18,317,993 | |
Net increase/(decrease) in net assets resulting from operations | | | 37,048,939 | | | | 27,705,241 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | (8,371,857 | ) | | | (979,168 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (8,371,857 | ) | | | (979,168 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Proceeds from shares sold | | | 68,065,890 | | | | 23,164,892 | |
Shares redeemed | | | (14,105,940 | ) | | | (14,299,738 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 53,959,950 | | | | 8,865,154 | |
Total increase/(decrease) in net assets | | | 82,637,032 | | | | 35,591,227 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 106,744,557 | | | | 71,153,330 | |
End of period | | $ | 189,381,589 | | | $ | 106,744,557 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 1,750,000 | | | | 850,000 | |
Shares redeemed | | | (375,000 | ) | | | (625,000 | ) |
Net increase/(decrease) in shares outstanding | | | 1,375,000 | | | | 225,000 | |
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, | |
| | 2021 | | | 2020 | | | 2019 | | | 2018(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 33.67 | | | $ | 22.46 | | | $ | 22.10 | | | $ | 20.00 | |
Net investment income/(loss)(2) | | | 0.05 | | | | 0.11 | | | | 0.15 | | | | 0.08 | |
Net realized and unrealized gain/(loss) from investments | | | 8.59 | | | | 11.23 | | | | 0.32 | | | | 2.02 | |
Net increase/(decrease) in net assets resulting from operations | | | 8.64 | | | | 11.34 | | | | 0.47 | | | | 2.10 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.10 | ) | | | (0.13 | ) | | | (0.11 | ) | | | — | |
Net realized capital gains | | | (0.05 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.15 | ) | | | (0.13 | ) | | | (0.11 | ) | | | — | |
Net asset value, end of period | | $ | 42.16 | | | $ | 33.67 | | | $ | 22.46 | | | $ | 22.10 | |
Market value, end of period | | $ | 42.20 | | | $ | 33.66 | | | $ | 22.42 | | | $ | 22.13 | |
Total investment return/(loss) on net asset value(3) | | | 25.74 | % | | | 50.67 | % | | | 2.27 | % | | | 10.49 | %(5) |
Total investment return/(loss) on market price(4) | | | 25.91 | % | | | 50.89 | % | | | 1.93 | % | | | 10.65 | %(5) |
RATIO/SUPPLEMENTAL DATA | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 528,011 | | | $ | 337,547 | | | $ | 185,871 | | | $ | 140,879 | |
Ratio of expenses to average net assets | | | 0.50 | % | | | 0.50 | % | | | 0.50 | % | | | 0.50 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.15 | % | | | 0.43 | % | | | 0.69 | % | | | 0.68 | %(6) |
Portfolio turnover rate | | | 23 | % | | | 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.
| | YEARS ENDED AUGUST 31, | | | FOR THE PERIOD ENDED AUGUST 31, | |
| | 2021 | | | 2020 | | | 2019(1) | |
PER SHARE OPERATING PERFORMANCE | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 32.59 | | | $ | 23.33 | | | $ | 20.00 | |
Net investment income/(loss)(2) | | | (0.19 | ) | | | (0.07 | ) | | | — | (3) |
Net realized and unrealized gain/(loss) from investments | | | 10.48 | | | | 9.67 | | | | 3.33 | |
Net increase/(decrease) in net assets resulting from operations | | | 10.29 | | | | 9.60 | | | | 3.33 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | |
Net realized capital gains | | | (2.15 | ) | | | (0.34 | ) | | | — | |
Total dividends and distributions to shareholders | | | (2.15 | ) | | | (0.34 | ) | | | — | |
Net asset value, end of period | | $ | 40.73 | | | $ | 32.59 | | | $ | 23.33 | |
Market value, end of period | | $ | 40.74 | | | $ | 32.68 | | | $ | 23.34 | |
Total investment return/(loss) on net asset value(4) | | | 32.00 | % | | | 41.58 | % | | | 16.65 | %(6) |
Total investment return/(loss) on market price(5) | | | 31.54 | % | | | 41.88 | % | | | 16.69 | %(6) |
RATIO/SUPPLEMENTAL DATA | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 189,382 | | | $ | 106,745 | | | $ | 71,153 | |
Ratio of expenses to average net assets | | | 0.85 | % | | | 0.85 | % | | | 0.85 | %(7) |
Ratio of net investment income/(loss) to average net assets | | | (0.51 | )% | | | (0.29 | )% | | | (0.01 | )%(7) |
Portfolio turnover rate | | | 21 | % | | | 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 Asset Management ETFs
Notes to Financial Statements
AUGUST 31, 2021
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-nine 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2021 (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 Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2021
| ● | 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 | | $ | 527,569,765 | | | $ | 527,569,765 | | | $ | — | | | $ | — | | | $ | — | |
Rights | | | 61,239 | | | | — | | | | — | | | | 61,239 | | | | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 25,180,752 | | | | — | | | | — | | | | — | | | | 25,180,752 | |
Short-Term Investments | | | 298,116 | | | | 298,116 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 553,109,872 | | | $ | 527,867,881 | | | $ | — | | | $ | 61,239 | | | $ | 25,180,752 | |
SMALL-CAP GROWTH FUND
| | TOTAL | | | LEVEL 1 | | | LEVEL 2 | | | LEVEL 3 | | | INVESTMENTS MEASURED AT NET ASSET VALUE^ | |
Common Stocks | | $ | 183,715,449 | | | $ | 183,715,449 | | | $ | — | | | $ | — | | | $ | — | |
Investments Purchased with Proceeds From Securities Lending Collateral | | | 42,120,103 | | | | — | | | | — | | | | — | | | | 42,120,103 | |
Short-Term Investments | | | 5,773,743 | | | | 5,773,743 | | | | — | | | | — | | | | — | |
Total Investments* | | $ | 231,609,295 | | | $ | 189,489,192 | | | $ | — | | | $ | — | | | $ | 42,120,103 | |
* | 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 Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2021
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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, or in such other manner as the Board deems fair or equitable. 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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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.
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2021
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 (“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
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2021
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, 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 | | $ | 2,069,521 | |
Small-Cap Growth Fund | | | 1,391,652 | |
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.
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, LLC, serves as the principal underwriter and distributor of the Funds’ shares pursuant to a Distribution Agreement with RBB.
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. Until October 1, 2020, an employee of Vigilant Compliance, LLC served as Chief Compliance Officer of the Adviser. Neither the Funds nor the Company compensated 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 Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2021
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 | | $ | 97,713,036 | | | $ | 96,685,910 | |
Small-Cap Growth Fund | | | 33,333,790 | | | | 42,164,647 | |
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 | | $ | 90,221,262 | | | $ | 2,587,485 | |
Small-Cap Growth Fund | | | 65,066,489 | | | | 13,599,079 | |
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, 2021, 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 | | $ | 340,404,928 | | | $ | 217,892,162 | | | $ | (5,187,218 | ) | | $ | 212,704,944 | |
Small-Cap Growth Fund | | | 181,017,375 | | | | 57,610,757 | | | | (7,018,837 | ) | | | 50,591,920 | |
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 Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2021
The following permanent differences as of August 31, 2021, 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 | | $ | (1,277,059 | ) | | $ | 1,277,059 | |
Small-Cap Growth Fund | | | (5,844,417 | ) | | | 5,844,417 | |
As of August 31, 2021, 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 | | $ | 311,015 | | | $ | 1,014,688 | | | $ | — | | | $ | — | | | $ | — | | | $ | 212,704,944 | | | $ | 214,030,647 | |
Small-Cap Growth Fund | | | — | | | | 3,829,513 | | | | — | | | | (588,898 | ) | | | — | | | | 50,591,920 | | | | 53,832,535 | |
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, 2021 and August 31, 2020 were as follows:
FUND | | TAX YEAR | | | ORDINARY INCOME | | | LONG-TERM CAPITAL GAIN | | | TOTAL | |
Fool 100 Fund | | | 2021 | | | $ | 1,067,239 | | | $ | 562,320 | | | $ | 1,629,559 | |
| | | 2020 | | | | 1,030,211 | | | | — | | | | 1,030,211 | |
Small-Cap Growth Fund | | | 2021 | | | | 454,925 | | | | 7,916,932 | | | | 8,371,857 | |
| | | 2020 | | | | 966,374 | | | | 12,794 | | | | 979,168 | |
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, 2021, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2021. The Small-Cap Growth Fund deferred qualified late-year losses of $588,898 which will be treated as arising on the first business day of the following fiscal year.
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
Motley Fool Asset Management ETFs
Notes to Financial Statements (continued)
AUGUST 31, 2021
clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository 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 | | $ | 24,500,142 | | | $ | 25,180,752 | | | $ | 26,419 | |
Small-Cap Growth Fund | | | 41,564,500 | | | | 42,120,103 | | | | 33,726 | |
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
Motley Fool Asset Management ETFs
Notes to Financial Statements (concluded)
AUGUST 31, 2021
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 | | $ | 24,500,142 | | | | — | | | $ | 24,500,142 | | | $ | (24,500,142 | ) | | | — | | | | — | |
Small-Cap Growth Fund | | | 41,564,500 | | | | — | | | | 41,564,500 | | | | (41,564,500 | ) | | | — | | | | — | |
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 October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Funds. When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely affect a Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Funds’ financial statements.
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 Asset Management 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, 2021, 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, 2021, 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, 2021 | For each of the two years in the period ended August 31, 2021 | For each of the three years in the period ended August 31, 2021 and for the period January 29, 2018 (commencement of operations) through August 31, 2018 |
MFAM Small-Cap Growth ETF | For the year ended August 31, 2021 | For each of the two years in the period ended August 31, 2021 | For each of the two years in the period ended August 31, 2021 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, 2021 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
Philadelphia, Pennsylvania
October 28, 2021
Motley Fool Asset Management 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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2021. During the fiscal year ended August 31, 2021, the following dividends and distributions were paid by the Funds:
FUND | ORDINARY INCOME | LONG-TERM capital gain |
Fool 100 Fund | $ 1,067,239 | $ 562,320 |
Small-Cap Growth Fund | 454,925 | 7,916,932 |
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, 2021 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
Fool 100 Fund | 100% |
Small-Cap Growth Fund | 63.77% |
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% |
Small-Cap Growth Fund | 63.75% |
Because the Funds’ fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2022. 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 2022.
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 Asset Management ETFs
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 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 12-13, 2021 (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 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.
The Directors then noted the performance of the Motley Fool 100 Index ETF. The Directors considered that because the Fund 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, three-year and since inception periods ended March
Motley Fool Asset Management ETFs
Notice to Shareholders (ConCLUDED)
(Unaudited)
31, 2021, the Fund’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, two-year and since-inception periods ended December 31, 2020.
Finally, the Directors noted the MFAM Small-Cap Growth ETF had outperformed its benchmark for the since-inception period, and underperformed its benchmark for the year-to-date and one-year periods, each ended March 31, 2021. 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, two-year and since-inception periods ended December 31, 2020.
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 ETFs 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, 2022.
Motley Fool Asset Management ETFs
PRIVACY NOTICE
(Unaudited)
What Does Motley Fool Asset Management 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. |
Motley Fool Asset Management ETFs
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 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.
Motley Fool Asset Management ETFs
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.
Motley Fool Asset Management 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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Motley Fool Asset Management 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: 73 | Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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 Asset Management 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
Motley Fool Asset Management ETFs
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 has served 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.
(This Page Intentionally Left Blank.)
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
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
Join our Community!
Looking for more of our fun and educational insights, market commentary, and product updates? Email help@mfamfunds.com and we will deliver it directly to your inbox!
Our investors are just as diverse as our portfolios! No matter where you are on your investment path, Motley Fool Asset Management strives to make investing accessible to people of all backgrounds and experience levels!
We look forward to welcoming you to our Family!
ORINDA FUNDS Annual Report August 31, 2021 Orinda Income Opportunities Fund of the RBB Fund, Inc. Class I Shares – OIOIX Class A Shares – OIOAX Class D Shares – OIODX |
Table of Contents
| |
Commentary | 1 |
Performance Data | 5 |
Fund Expense Examples | 8 |
Allocation of Portfolio Assets | 9 |
Schedule of Investments | 10 |
Schedule of Securities Sold Short | 14 |
Financial Statements | 15 |
Statement of Assets and Liabilities | 15 |
Statement of Operations | 16 |
Statements of Changes in Net Assets | 17 |
Statement of Cash Flows | 19 |
Financial Highlights | 21 |
Notes to Financial Statements | 24 |
Report of Independent Registered Public Accounting Firm | 35 |
Shareholder Tax Information | 36 |
Notice to Shareholders | 37 |
Management | 39 |
Privacy Notice | 43 |
Orinda Income Opportunities Fund Commentary |
Dear Shareholder,
COVID-induced headwinds in the real estate securities sector during 2020 became tailwinds for the Orinda Income Opportunities Fund (the “Fund”) in 2021. Class A shares without load of the Fund posted returns of 18.12% for the year-to-date period ended August 31, 2021 and 28.78% for one-year period ended August 31, 2021, which compares to the Bloomberg Barclays U.S. Aggregate Bond Index’s returns of -0.69% and -0.08% for the same periods, respectively. The Fund’s three-year returns are still muted, given the difficult performance of the Fund in 2020 during the COVID-19 pandemic.
The Fund’s increased allocation to real estate investment trust (“REIT”) equities in the fourth quarter of 2020, which allocation was approximately 37% of the Fund’s net assets at August 31, 2021, contributed importantly to the Fund’s total return over the last fiscal year. We anticipate that if prices for many equity REITs on Wall Street transition from discounts to Net Asset Value (“NAV”), and thus closer to the value of the underlying real estate on Main Street, we will gradually rotate the Fund’s portfolio back to a larger percentage of investments in income-generating REIT preferred securities.
We believe that the Fund’s portfolio is positioned to account for the following:
| ● | Our belief that the worst of the pandemic-related news flow is behind us and that the consensus among public health experts is that existing vaccines are largely successfully mitigating risks from known COVID-19 variants. |
| ● | Our belief that there is significant pent-up travel demand on the part of businesses and consumers. As of the end of the fiscal year, retail shopping demand also appears to be increasing. For example, Kimco Realty, one of the Fund’s shopping center holdings, noted on its second quarter 2021 earnings call that “the combination of record leasing demand and a five-year low of new vacancies continue to drive the earlier than anticipated occupancy recovery.” |
| ● | Our belief that there will be a relatively low interest rate environment with a 10-year Treasury yield range of 1.50% to 2.00% – somewhat higher at the low-end than where it closed on August 31, 2021 (1.30%). Our belief that there is mispricing of certain real estate sectors that extends to individual traded securities due to some companies with dividends covered by cash flows trading below the break-up value of their underlying real estate. |
| ● | Our belief that in the latter part of 2021 and into 2022, there will likely be significant demand for real estate securities given the extremely low return expectations for fixed income investments. |
1
Orinda Income Opportunities Fund Commentary (Continued) |
Shown below is the Fund’s performance for the fiscal year ended August 31, 2021, as well as the performance for the Bloomberg Barclays Capital U.S. Aggregate Bond Index.
ORINDA INCOME OPPORTUNITIES FUND |
Annualized Returns as of 8/31/21 | 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 | 28.78% | 1.22% | 2.16% | 3.04% | N/A |
I share | 29.12% | 1.52% | 2.47% | 3.35% | N/A |
D share (commenced 9/27/13) | 27.80% | 0.49% | 1.45% | N/A | 2.42% |
| | | | | |
Bloomberg Barclays Capital U.S. Aggregate Bond Index | -0.08% | 5.43% | 3.11% | 3.46% | 3.49% |
PERFORMANCE AT MOP includes maximum sales charge | |
A share | 22.33% | -0.49% | 1.13% | 2.39% | 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 12/31/20):
Class A shares: 2.05%; Class I shares: 1.80%; Class D shares: 2.80%.
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 shares 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 December 31, 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%, 1.65%, 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 December 31, 2021. For more detailed review of fund expenses, please refer to the prospectus by visiting www.orindafunds.com.
2
Orinda Income Opportunities Fund Commentary (CONTINUED) |
Macro View
| ● | We believe the economy will continue to vigorously emerge from the very difficult COVID-19 shutdown, and while there will be unforeseen stresses due to supply chain inefficiencies, businesses may trend toward greater profitability. This trend is important because our nation’s business is frequently conducted in the real estate assets owned by our portfolio companies. We believe that an economic recovery would drive rental demand for these assets. |
| ● | Historically, we believe that real estate has been a good asset class for investors in times of inflation, but debt and equity markets often exhibit hyper-sensitivity to signs of inflation as participants gauge the evolution in U.S. Federal Reserve (“Fed”) policy. Fed responses to inflation have ranged from very accommodative, or dovish during the COVID-19 pandemic, to more hawkish, which we believe appears to be the likely direction Fed policy will take over the next several quarters given the unfolding economic recovery’s strength. |
| ● | The 10-year Treasury yield, we believe, will remain relatively low (in a yield range of 1.50% to 2.00%) during the coming quarters, rising from where it closed the fiscal year ended August 31, 2021 (1.30%). |
Sector and Security Type Allocation Percentages: REIT Preferred vs. Equity Securities
| ● | We believe that sectors like office, hotels, and retail REITs, which suffered mightily at the onset of the COVID-19 pandemic, continue to offer attractively priced stocks. |
| ● | We believe that certain REIT equities offer a higher risk-adjusted return today than the REIT preferred sector, which accounts for the higher allocation to common stocks in the Fund’s portfolio than has been typical. |
| ● | Historically, the Fund’s portfolio allocation has ranged from approximately 70% to 90% to REIT preferred securities and 0% to 30% to REIT common stocks. |
Micro View
| ● | We expect that as individual common stocks recover in price and their prices move closer to NAV from the large discounts witnessed over the last few quarters, the resulting exposures will be reduced in the Fund’s portfolio. |
| ● | We believe that stocks in sectors that performed well in 2020 during the “work from home” phase of the COVID-19 pandemic, such as data center and industrial REITs, appear relatively expensive when evaluated by metrics that include funds from operations (FFO) multiples and premiums to NAV. |
| ● | We continue to see attractive pricing in the sectors where the Fund’s portfolio has meaningful exposure: mortgage, office, hotel, and retail sectors—often in both the preferred and common stocks of these issuers. |
Thank you for your continued interest in the Fund. After what has been a particularly trying economic period, we are encouraged by what we believe are many attractive investment opportunities available in the real estate securities sector.
Ian Goltra
Portfolio Manager
3
Orinda Income Opportunities Fund Commentary (Concluded) |
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. |
4
Orinda Income Opportunities Fund Performance Data August 31, 2021 (Unaudited) |
Comparison of the change in value of a $100,000 investment in the
Orinda Income Opportunities Fund – Class I and
the Bloomberg U.S. Aggregate Bond Index (formerly known as 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, 2021 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class I Shares (No Load) | 29.12% | 1.52% | 2.47% | 3.35% | |
Bloomberg U.S. Aggregate Bond Index | -0.08% | 5.43% | 3.11% | 3.46% | |
(1) | Inception date of Class I Shares of the Fund was June 28, 2013. |
Until December 31, 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 December 31, 2021. The Fund’s expense ratio for the Class I Shares, as stated in the current prospectus, is 1.80%.
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 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 (Continued) August 31, 2021 (Unaudited) |
Comparison of the change in value of a $10,000 investment in the
Orinda Income Opportunities Fund – Class A and
the Bloomberg U.S. Aggregate Bond Index (formerly known as 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, 2021 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class A Shares (No Load) | 28.78% | 1.22% | 2.16% | 3.04% | |
Class A Shares (Load) | 22.33% | -0.49% | 1.13% | 2.39% | |
Bloomberg U.S. Aggregate Bond Index | -0.08% | 5.43% | 3.11% | 3.46% | |
(1) | Inception date of Class A Shares of the Fund was June 28, 2013. |
Until December 31, 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 1.65% (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 December 31, 2021. The Fund’s expense ratio for the Class A Shares, as stated in the current prospectus, is 2.05%.
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 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 Performance Data (CONCLUDED) August 31, 2021 (Unaudited) |
Comparison of the change in value of a $10,000 investment in the
Orinda Income Opportunities Fund – Class D and
the Bloomberg U.S. Aggregate Bond Index (formerly known as 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, 2021 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class D Shares (No Load) | 27.80% | 0.49% | 1.45% | 2.42% | |
Bloomberg U.S. Aggregate Bond Index | -0.08% | 5.43% | 3.11% | 3.49% | |
(1) | Inception date of Class D Shares of the Fund was September 27, 2013. |
Until December 31, 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 December 31, 2021. The Fund’s expense ratio for the Class D Shares, as stated in the current prospectus, is 2.80%.
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 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.
7
Orinda Income Opportunities Fund Fund Expense Examples August 31, 2021 (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, 2021 to August 31, 2021.
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, 2021 | | | Ending Account VALUE August 31, 2021 | | | Expenses Paid During Period* | | | ANNUALIZED EXPENSE RATIO | | | ACTUAL SIX-MONTH TOTAL INVESTMENT RETURN FOR THE FUND | |
Actual | | | | | | | | | | | | | | | | | | | | |
Class I Shares | | $ | 1,000.00 | | | $ | 1,133.20 | | | $ | 7.58 | | | | 1.41 | % | | | 13.32 | % |
Class A Shares | | | 1,000.00 | | | | 1,131.40 | | | | 8.92 | | | | 1.66 | | | | 13.14 | |
Class D Shares | | | 1,000.00 | | | | 1,114.10 | | | | 10.70 | | | | 2.40 | | | | 12.62 | |
| | | | | | | | | | | | | | | | | | | | |
Hypothetical (5% return before expenses) | | | | | | | | | | | | | | | | |
Class I Shares | | $ | 1,000.00 | | | $ | 1,018.10 | | | $ | 7.17 | | | | 1.41 | % | | | N/A | |
Class A Shares | | | 1,000.00 | | | | 1,016.84 | | | | 8.44 | | | | 1.66 | | | | N/A | |
Class D Shares | | | 1,000.00 | | | | 1,013.11 | | | | 12.18 | | | | 2.40 | | | | 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, 2021 to August 31, 2021, 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 365 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. |
8
Orinda Income Opportunities Fund Allocation of Portfolio Assets August 31, 2021 (Unaudited) |
Percentages represent market value as a percentage of net assets. Portfolio holdings are subject to change at any time.
9
Orinda Income Opportunities Fund Schedule of Investments August 31, 2021 |
REITS - 98.6%
| | number of Shares | | | Value
| |
Financials - 29.8% | | | | | | | | |
AGNC Investment Corp. | | | 125,000 | | | $ | 2,038,750 | |
AGNC Investment Corp. - Series E, 6.50% (3 Month LIBOR USD + 4.99%) (a) | | | 46,015 | | | | 1,187,187 | |
AGNC Investment Corp. - Series F, 6.13% (3 Month LIBOR USD + 4.70%) (a) | | | 31,100 | | | | 795,227 | |
AGNC Investment Corp. - Series C, 7.00% (3 Month LIBOR USD + 5.11%) (a)(b) | | | 157,542 | | | | 4,113,422 | |
AGNC Investment Corp. - Series D, 6.88% (3 Month LIBOR USD + 4.33%) (a)(b) | | | 60,000 | | | | 1,571,400 | |
Annaly Capital Management, Inc. | | | 49,800 | | | | 432,762 | |
Annaly Capital Management, Inc. - Series F, 6.95% (3 Month LIBOR USD + 4.99%) (a)(b) | | | 95,097 | | | | 2,438,287 | |
Annaly Capital Management, Inc. - Series G, 6.50% (3 Month LIBOR USD + 4.17%) (a) | | | 39,250 | | | | 1,011,472 | |
Annaly Capital Management, Inc. - Series I, 6.75% (3 Month LIBOR USD + 4.99%) (a)(b) | | | 98,581 | | | | 2,577,893 | |
Apollo Commercial Real Estate Finance, Inc. | | | 74,152 | | | | 1,153,064 | |
Arbor Realty Trust, Inc. | | | 7,386 | | | | 135,016 | |
Arbor Realty Trust, Inc. - Series E, 6.25% | | | 90,000 | | | | 2,268,900 | |
Arbor Realty Trust, Inc. - Series D, 6.38% (b) | | | 89,043 | | | | 2,273,268 | |
Blackstone Mortgage Trust, Inc. | | | 73,628 | | | | 2,415,735 | |
Chimera Investment Corp. - Series A, 8.00% (b) | | | 74,755 | | | | 1,921,203 | |
Chimera Investment Corp. - Series B, 8.00% (3 Month LIBOR USD + 5.79%) (a)(b) | | | 41,312 | | | | 1,088,158 | |
Chimera Investment Corp. - Series C, 7.75% (3 Month LIBOR USD + 4.74%) (a) | | | 74,632 | | | | 1,984,465 | |
Chimera Investment Corp. - Series D, 8.00% (3 Month LIBOR USD + 5.38%) (a)(b) | | | 79,733 | | | | 2,110,533 | |
Healthcare Realty Trust, Inc. | | | 22,100 | | | | 663,663 | |
Invesco Mortgage Capital, Inc. - Series C, 7.50% (3 Month LIBOR USD + 5.29%) (a) | | | 35,500 | | | | 918,030 | |
KKR Real Estate Finance Trust, Inc. | | | 119,000 | | | | 2,538,270 | |
KKR Real Estate Finance Trust, Inc. - Series A, 6.50% (b) | | | 102,500 | | | | 2,776,725 | |
New Residential Investment Corp. - Series A, 7.50% (3 Month LIBOR USD + 5.80%) (a)(b) | | | 94,243 | | | | 2,457,857 | |
New Residential Investment Corp. - Series B, 7.13% (3 Month LIBOR USD + 5.64%) (a)(b) | | | 108,751 | | | | 2,794,901 | |
New Residential Investment Corp. - Series C, 6.38% (3 Month LIBOR USD + 4.97%) (a)(b) | | | 108,129 | | | | 2,578,877 | |
PennyMac Mortgage Investment Trust - Series C, 6.75% | | | 67,000 | | | | 1,644,850 | |
PennyMac Mortgage Investment Trust - Series A, 8.13% (3 Month LIBOR USD + 5.83%) (a)(b) | | | 60,110 | | | | 1,582,095 | |
PennyMac Mortgage Investment Trust - Series B, 8.00% (3 Month LIBOR USD + 5.99%) (a)(b) | | | 92,248 | | | | 2,498,998 | |
Realty Income Corp. | | | 23,202 | | | | 1,675,648 | |
Starwood Property Trust, Inc. | | | 100,000 | | | | 2,580,000 | |
TPG RE Finance Trust, Inc. - Series C, 6.25% (b) | | | 50,000 | | | | 1,235,000 | |
Two Harbors Investment Corp. - Series A, 8.13% (3 Month LIBOR USD + 5.66%) (a)(b) | | | 37,764 | | | | 1,014,341 | |
Two Harbors Investment Corp. - Series C, 7.25% (3 Month LIBOR USD + 5.01%) (a)(b) | | | 34,322 | | | | 873,152 | |
| | | | | | | 59,349,149 | |
Real Estate - 68.8% | | | | | | | | |
Alpine Income Property Trust, Inc. | | | 20,071 | | | | 378,138 | |
American Assets Trust, Inc. | | | 36,904 | | | | 1,469,517 | |
American Finance Trust, Inc. - Series A, 7.50% | | | 41,000 | | | | 1,114,380 | |
American Homes 4 Rent - Series G, 5.88% (b) | | | 40,222 | | | | 1,058,241 | |
American Homes 4 Rent - Series H, 6.25% | | | 19,659 | | | | 547,700 | |
Apple Hospitality REIT, Inc. | | | 31,300 | | | | 462,614 | |
Armada Hoffler Properties, Inc. | | | 112,819 | | | | 1,515,159 | |
Armada Hoffler Properties, Inc. - Series A, 6.75% | | | 51,171 | | | | 1,425,624 | |
Bluerock Residential Growth REIT, Inc. - Series C, 7.63% | | | 9,428 | | | | 240,885 | |
Bluerock Residential Growth REIT, Inc. - Series D, 7.13% (b) | | | 52,627 | | | | 1,344,620 | |
Boston Properties, Inc. | | | 6,000 | | | | 677,940 | |
The accompanying notes are an integral part of these financial statements.
10
Orinda Income Opportunities Fund Schedule Of Investments (Continued) August 31, 2021 |
REITS - 98.6% (CONTINUED)
| | number of Shares | | | Value
| |
Real Estate - 68.8% (Continued) | | | | | | | | |
Brandywine Realty Trust | | | 182,950 | | | $ | 2,539,346 | |
Centerspace - Series C, 6.63% (b) | | | 49,046 | | | | 1,313,207 | |
Chatham Lodging Trust - Series A, 6.63% (b) | | | 80,000 | | | | 2,112,000 | |
City Office REIT, Inc. (b) | | | 52,527 | | | | 838,856 | |
City Office REIT, Inc. - Series A, 6.63% (b) | | | 74,425 | | | | 1,907,513 | |
Columbia Property Trust, Inc. | | | 132,058 | | | | 2,208,010 | |
Corporate Office Properties Trust | | | 77,500 | | | | 2,183,950 | |
DiamondRock Hospitality Co., 8.25% | | | 58,715 | | | | 1,655,763 | |
Digital Realty Trust, Inc. - Series K, 5.85% (b) | | | 38,877 | | | | 1,084,280 | |
DigitalBridge Group, Inc. - Series J, 7.13% | | | 100,216 | | | | 2,572,545 | |
DigitalBridge Group, Inc. - Series I, 7.15% (b) | | | 94,400 | | | | 2,430,800 | |
DigitalBridge Group, Inc. - Series H, 7.13% (b) | | | 116,520 | | | | 2,979,416 | |
Easterly Government Properties, Inc. | | | 126,700 | | | | 2,707,579 | |
Federal Realty Investment Trust | | | 16,370 | | | | 1,993,375 | |
Gaming and Leisure Properties, Inc. | | | 1,000 | | | | 49,300 | |
Global Medical REIT, Inc. | | | 42,476 | | | | 654,980 | |
Global Net Lease, Inc. | | | 14,389 | | | | 244,613 | |
Global Net Lease, Inc. - Series A, 7.25% (b) | | | 71,191 | | | | 1,900,800 | |
Hersha Hospitality Trust - Series C, 6.88% | | | 27,688 | | | | 696,353 | |
Hersha Hospitality Trust - Series E, 6.50% (b) | | | 159,755 | | | | 3,787,791 | |
Highwoods Properties, Inc. | | | 118,752 | | | | 5,425,779 | |
Independence Realty Trust, Inc. | | | 7,000 | | | | 143,360 | |
iStar, Inc. - Series D, 8.00% (b) | | | 51,662 | | | | 1,329,263 | |
iStar, Inc. - Series I, 7.50% | | | 35,793 | | | | 915,943 | |
Kimco Realty Corp. | | | 94,136 | | | | 2,051,223 | |
Kite Realty Group Trust | | | 28,900 | | | | 585,514 | |
Lexington Realty Trust | | | 36,000 | | | | 487,080 | |
LTC Properties, Inc. | | | 58,700 | | | | 2,025,737 | |
Macerich Co. (The) | | | 149,100 | | | | 2,546,628 | |
Medical Properties Trust, Inc. | | | 52,645 | | | | 1,078,170 | |
Monmouth Real Estate Investment Corp. - Series C, 6.13% | | | 60,000 | | | | 1,515,600 | |
National Health Investors, Inc. | | | 23,100 | | | | 1,381,842 | |
National Retail Properties, Inc. | | | 57,500 | | | | 2,737,575 | |
National Storage Affiliates Trust - Series A, 6.00% | | | 40,295 | | | | 1,087,562 | |
Omega Healthcare Investors, Inc. | | | 112,200 | | | | 3,762,066 | |
Paramount Group, Inc. | | | 34,000 | | | | 301,240 | |
Pebblebrook Hotel Trust - Series E, 6.38% (b) | | | 97,392 | | | | 2,462,070 | |
Pebblebrook Hotel Trust - Series F, 6.30% | | | 92,505 | | | | 2,330,201 | |
Pebblebrook Hotel Trust - Series G, 6.38% (b) | | | 95,700 | | | | 2,619,309 | |
Pebblebrook Hotel Trust - Series H, 5.70% | | | 100,000 | | | | 2,549,000 | |
Physicians Realty Trust | | | 22,114 | | | | 409,330 | |
Piedmont Office Realty Trust, Inc. | | | 205,360 | | | | 3,659,515 | |
Plymouth Industrial REIT, Inc. | | | 35,739 | | | | 842,011 | |
Postal Realty Trust, Inc. | | | 3,650 | | | | 71,358 | |
PS Business Parks, Inc. - Series Z, 4.88% (b) | | | 37,900 | | | | 1,061,579 | |
QTS Realty Trust, Inc. - Series A, 7.13% (b) | | | 75,230 | | | | 1,894,291 | |
The accompanying notes are an integral part of these financial statements.
11
Orinda Income Opportunities Fund Schedule Of Investments (Continued) August 31, 2021 |
REITS - 98.6% (CONTINUED)
| | number of Shares | | | Value
| |
Real Estate - 68.8% (Continued) | | | | | | | | |
QTS Realty Trust, Inc. - Series B, 6.50% | | | 5,000 | | | $ | 863,850 | |
Regency Centers Corp. | | | 14,800 | | | | 1,015,576 | |
RLJ Lodging Trust - Series A, 1.95% (b)(c) | | | 215,432 | | | | 6,223,830 | |
RPT Realty - Series D, 7.25% | | | 9,056 | | | | 535,662 | |
Sabra Health Care REIT, Inc. | | | 194,200 | | | | 3,107,200 | |
Seritage Growth Properties - Series A, 7.00% | | | 32,452 | | | | 825,903 | |
Simon Property Group, Inc. | | | 37,000 | | | | 4,974,650 | |
SITE Centers Corp. | | | 54,000 | | | | 869,940 | |
SL Green Realty Corp. | | | 6,000 | | | | 420,480 | |
SL Green Realty Corp. - Series I Cumulative Preferred, 6.50% (b) | | | 60,156 | | | | 1,600,751 | |
Spirit Realty Capital, Inc. | | | 25,200 | | | | 1,304,604 | |
STAG Industrial, Inc. | | | 43,300 | | | | 1,829,425 | |
Summit Hotel Properties, Inc. - Series E, 6.25% | | | 41,215 | | | | 1,099,204 | |
Summit Hotel Properties, Inc. - Series F, 5.88% | | | 105,000 | | | | 2,665,950 | |
Sunstone Hotel Investors, Inc. - Series H, 6.13% | | | 60,000 | | | | 1,610,400 | |
Sunstone Hotel Investors, Inc. - Series I, 5.70% | | | 50,000 | | | | 1,309,000 | |
UMH Properties, Inc. - Series C, 6.75% (b) | | | 94,739 | | | | 2,490,688 | |
UMH Properties, Inc. - Series D, 6.38% (b) | | | 54,000 | | | | 1,426,140 | |
Urban Edge Properties | | | 90,000 | | | | 1,704,600 | |
Vornado Realty Trust | | | 208,000 | | | | 8,711,040 | |
Vornado Realty Trust - Series M, 5.25% (b) | | | 27,515 | | | | 729,973 | |
WP Carey, Inc. | | | 4,863 | | | | 379,898 | |
| | | | | | | 137,067,305 | |
| | | | | | | | |
TOTAL REITS | | | | | | | | |
(Cost $175,653,199) | | | | | | | 196,416,454 | |
| | | | | | | | |
PREFERRED STOCKS - 4.9% | | | | | | |
Financials - 1.4% | | | | | | | | |
Capstead Mortgage Corp. - Series E, 7.50% | | | 48,338 | | | | 1,232,619 | |
Invesco Mortgage Capital, Inc. - Series B, 7.75% (3 Month LIBOR USD + 5.180%) (a)(b) | | | 38,008 | | | | 971,865 | |
MFA Financial, Inc. - Series B, 7.50% | | | 21,897 | | | | 559,030 | |
| | | | | | | 2,763,514 | |
Industrials - 1.2% | | | | | | | | |
Triton International Ltd., 6.88% (c) | | | 35,606 | | | | 954,953 | |
Triton International Ltd., 7.38% (c) | | | 51,600 | | | | 1,397,844 | |
| | | | | | | 2,352,797 | |
Real Estate - 2.3% | | | | | | | | |
Hersha Hospitality Trust - Series D, 6.50% (b) | | | 137,777 | | | | 3,297,004 | |
iStar, Inc. - Series G, 7.65% | | | 22,245 | | | | 567,247 | |
Landmark Infrastructure Partners LP - Series B, 7.90% | | | 14,282 | | | | 359,478 | |
Summit Hotel Properties, Inc. - Series D, 6.45% | | | 19,791 | | | | 494,775 | |
| | | | | | | 4,718,504 | |
TOTAL PREFERRED STOCKS | | | | | | | | |
(Cost $9,188,980) | | | | | | | 9,834,815 | |
The accompanying notes are an integral part of these financial statements.
12
Orinda Income Opportunities Fund Schedule Of Investments (Concluded) August 31, 2021 |
CONVERTIBLE PREFERRED STOCKS - 1.0%
| | number of Shares | | | Value
| |
Real Estate - 1.0% | | | | | | | | |
CorEnergy Infrastructure Trust, Inc. - Series A, 7.38% | | | 80,173 | | | $ | 1,941,790 | |
| | | | | | | | |
TOTAL CONVERTIBLE PREFERRED STOCKS | | | | | | | | |
(Cost $1,974,694) | | | | | | | 1,941,790 | |
| | | | | | | | |
CLOSED-END MUTUAL FUNDS - 0.9% | | | | | | |
Nuveen Preferred Income Opportunities Fund (b) | | | 170,000 | | | | 1,705,100 | |
| | | | | | | | |
TOTAL CLOSED-END MUTUAL FUNDS | | | | | | | | |
(Cost $1,383,440) | | | | | | | 1,705,100 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS - 0.7% | | | | | | |
First American Treasury Obligations Fund, 0.01% (d) | | | 1,374,276 | | | | 1,374,276 | |
| | | | | | | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | 1,374,276 | |
(Cost $1,374,276) | | | | | | | | |
| | | | | | | | |
TOTAL INVESTMENTS | | | | | | | | |
(Cost $189,574,589) - 106.1% | | | | | | | 211,272,435 | |
LIABILITIES IN EXCESS OF OTHER ASSETS - (6.1)% | | | | | | | (12,073,393 | ) |
| | | | | | | | |
TOTAL NET ASSETS - 100.0% | | | | | | $ | 199,199,042 | |
Percentages are stated as a percent of net assets.
(a) | Variable Rate Security. The rate shown represents the rate at August 31, 2021. |
(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, 2021. |
The accompanying notes are an integral part of these financial statements.
13
Orinda Income Opportunities Fund Schedule of Securities Sold Short August 31, 2021 |
EXCHANGE TRADED FUNDS - (5.5%)
| | number of Shares | | | Value
| |
Finance and Insurance - (5.5%) | | | | | | | | |
iShares U.S. Real Estate ETF | | | (100,000 | ) | | $ | (10,879,000 | ) |
| | | | | | | | |
TOTAL EXCHANGE TRADED FUNDS | | | | | | | (10,879,000 | ) |
(Proceeds $10,454,682) | | | | | | | | |
| | | | | | | | |
REITS - (0.1%) | | | | | | |
Real Estate - (0.1%) | | | | | | | | |
Preferred Apartment Communities, Inc. | | | (20,000 | ) | | | (249,600 | ) |
| | | | | | | | |
TOTAL REITS | | | | | | | | |
(Proceeds $225,757) | | | | | | | (249,600 | ) |
| | | | | | | | |
TOTAL SECURITIES SOLD SHORT | | | | | | | | |
(Proceeds $10,680,439) - (5.6%) | | | | | | $ | (11,128,600 | ) |
The accompanying notes are an integral part of these financial statements.
14
Orinda Income Opportunities Fund Statement of Assets and Liabilities August 31, 2021 |
ASSETS | | | | |
Investments in securities, at value (cost $188,200,313) | | $ | 209,898,159 | |
Short-term investments, at value (cost $1,374,276) | | | 1,374,276 | |
Receivables for: | | | | |
Deposit at brokers | | | 10,157,114 | |
Investments sold | | | 1,745,885 | |
Dividends and interest | | | 478,276 | |
Capital shares sold | | | 163,078 | |
Prepaid expenses and other assets | | | 38,827 | |
Total assets | | | 223,855,615 | |
| | | | |
LIABILITIES | | | | |
Securities sold short, at fair value (proceeds $10,680,439) | | | 11,128,600 | |
Payables for: | | | | |
Loans payable | | | 12,108,762 | |
Investments purchased | | | 871,237 | |
Capital shares redeemed | | | 202,890 | |
Advisory fees | | | 168,998 | |
Distribution and service fees | | | 50,273 | |
Other accrued expenses and liabilities | | | 125,813 | |
Total liabilities | | | 24,656,573 | |
Net assets | | | 199,199,042 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 10,453 | |
Paid-in capital | | | 226,401,169 | |
Total distributable earnings/(loss) | | | (27,212,580 | ) |
Net assets | | $ | 199,199,042 | |
CLASS I SHARES: | | | | |
Net assets | | $ | 181,351,389 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 9,504,053 | |
Net asset value and redemption price per share | | $ | 19.08 | |
| | | | |
CLASS A SHARES: | | | | |
Net assets | | $ | 7,427,320 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 390,447 | |
Net asset value and redemption price per share | | $ | 19.02 | |
Maximum offering price per share (net asset value divided by 95.00%) | | $ | 20.02 | |
| | | | |
CLASS D SHARES: | | | | |
Net assets | | $ | 10,420,333 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 558,319 | |
Net asset value and redemption price per share | | $ | 18.66 | |
The accompanying notes are an integral part of these financial statements.
15
Orinda Income Opportunities Fund Statement of Operations FOR THE Year ENDED August 31, 2021 |
INVESTMENT INCOME | | | | |
Dividends (net of foreign withholding taxes of $0) | | $ | 6,019,495 | |
Interest income | | | 33,612 | |
Total investment income | | | 6,053,107 | |
| | | | |
EXPENSES | | | | |
Advisory fees (Note 2) | | $ | 1,840,514 | |
Transfer agent fees (Note 2) | | | 240,105 | |
Interest expense | | | 140,904 | |
Distribution fees - Class D Shares | | | 101,550 | |
Distribution fees - Class A Shares | | | 24,039 | |
Administration and accounting fees (Note 2) | | | 96,282 | |
Registration and filing fees | | | 62,063 | |
Printing and shareholder reporting fees | | | 39,146 | |
Legal fees | | | 34,869 | |
Director fees | | | 31,523 | |
Prime broker interest expense | | | 28,788 | |
Audit and tax service fees | | | 25,147 | |
Custodian fees (Note 2) | | | 13,375 | |
Officer fees | | | 12,366 | |
Dividend expense on securities sold-short | | | 656 | |
Other expenses | | | 15,753 | |
Total expenses before waivers and/or reimbursements | | | 2,707,080 | |
Less: waivers and/or reimbursements (Note 2) | | | 53,072 | |
Net expenses after waivers and/or reimbursements | | | 2,760,152 | |
Net investment income/(loss) | | $ | 3,292,955 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | $ | 16,352,087 | |
Purchased options | | | (536,836 | ) |
Securities sold short | | | (79,594 | ) |
Written options | | | 154,912 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | $ | 27,424,604 | |
Securities sold short | | | (448,049 | ) |
Net realized and unrealized gain/(loss) from investments | | | 42,867,124 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 46,160,079 | |
The accompanying notes are an integral part of these financial statements.
16
Orinda Income Opportunities Fund Statements of Changes in Net Assets |
| | Year Ended August 31, 2021 | | | Year ended August 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 3,292,955 | | | $ | 8,341,437 | |
Net realized gain/(loss) from investments | | | 15,890,569 | | | | (33,873,147 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 26,976,555 | | | | (20,177,237 | ) |
Net increase/(decrease) in net assets resulting from operations | | | 46,160,079 | | | | (45,708,947 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | | | | | | | | |
Total distributable earnings | | | | | | | | |
Class I Shares | | | (5,711,462 | ) | | | (9,433,203 | ) |
Class A Shares | | | (339,983 | ) | | | (1,835,060 | ) |
Class D Shares | | | (283,885 | ) | | | (568,713 | ) |
Return of Capital | | | | | | | | |
Class I Shares | | | (4,767,912 | ) | | | (3,284,419 | ) |
Class A Shares | | | (301,835 | ) | | | (667,533 | ) |
Class D Shares | | | (304,923 | ) | | | (226,072 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (11,710,000 | ) | | | (16,015,000 | ) |
| | | | | | | | |
CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 35,187,084 | | | | 85,954,772 | |
Reinvestment of distributions | | | 8,175,027 | | | | 10,799,683 | |
Shares redeemed | | | (42,958,063 | ) | | | (103,065,903 | ) |
Total from Class I Shares | | | 404,048 | | | | (6,311,448 | ) |
| | | | | | | | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 1,897,639 | | | | 10,878,704 | |
Reinvestment of distributions | | | 300,780 | | | | 1,839,257 | |
Shares redeemed | | | (10,880,258 | ) | | | (52,988,539 | ) |
Total from Class A Shares | | | (8,681,839 | ) | | | (40,270,578 | ) |
| | | | | | | | |
Class D Shares | | | | | | | | |
Proceeds from shares sold | | | 2,242,051 | | | | 1,532,105 | |
Reinvestment of distributions | | | 400,255 | | | | 510,064 | |
Shares redeemed | | | (3,748,213 | ) | | | (6,861,108 | ) |
Total from Class D Shares | | | (1,105,907 | ) | | | (4,818,939 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | (9,383,698 | ) | | | (51,400,965 | ) |
Total increase/(decrease) in net assets | | | 25,066,381 | | | | (113,124,912 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 174,132,661 | | | | 287,257,573 | |
End of period | | $ | 199,199,042 | | | $ | 174,132,661 | |
The accompanying notes are an integral part of these financial statements.
17
Orinda Income Opportunities Fund Statements Of Changes in Net Assets (Concluded) |
| | Year Ended August 31, 2021 | | | Year ended August 31, 2020 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 2,015,894 | | | | 5,538,481 | |
Dividends and distributions reinvested | | | 484,622 | | | | 622,873 | |
Shares redeemed | | | (2,503,338 | ) | | | (6,107,999 | ) |
Net increase/(decrease) | | | (2,822 | ) | | | 53,355 | |
| | | | | | | | |
Class A Shares | | | | | | | | |
Shares sold | | | 103,697 | | | | 550,503 | |
Dividends and distributions reinvested | | | 18,254 | | | | 90,986 | |
Shares redeemed | | | (649,354 | ) | | | (2,615,795 | ) |
Net increase/(decrease) | | | (527,403 | ) | | | (1,974,306 | ) |
| | | | | | | | |
Class D Shares | | | | | | | | |
Shares sold | | | 135,875 | | | | 106,132 | |
Dividends and distributions reinvested | | | 24,267 | | | | 29,139 | |
Shares redeemed | | | (223,231 | ) | | | (347,578 | ) |
Net increase/(decrease) | | | (63,089 | ) | | | (212,307 | ) |
| | | | | | | | |
Net increase/(decrease) in shares outstanding | | | (593,314 | ) | | | (2,133,258 | ) |
The accompanying notes are an integral part of these financial statements.
18
Orinda Income Opportunities Fund Statement of Cash Flows |
| | Year Ended August 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net increase/(decrease) in net assets resulting from operations | | $ | 46,160,079 | |
Adjustments to reconcile net increase/(decrease) in net assets from operations to net cash used in operating activities: | | | | |
Purchases of investments | | | (284,972,170 | ) |
Purchases to cover securities sold short | | | (15,202,162 | ) |
Proceeds from sales of long-term investments | | | 303,431,066 | |
Proceeds from securities sold short | | | 25,795,921 | |
Premiums received on written options | | | 154,912 | |
Purchases of short-term investments, net | | | (532,145 | ) |
Return of capital and capital gain distributions received from underlying investments | | | 8,555,073 | |
Proceeds from litigation income | | | 218,894 | |
Proceeds from merger | | | 92,400 | |
Net realized gain/(loss) on investments | | | (16,352,087 | ) |
Net realized gain/(loss) on purchased options | | | 536,836 | |
Net realized gain/(loss) on short transactions | | | 79,594 | |
Net realized gain/(loss) on written options | | | (154,912 | ) |
Change in unrealized appreciation/(depreciation) on investments | | | (27,424,604 | ) |
Change in unrealized appreciation/(depreciation) on short transactions | | | 448,049 | |
Increases/(decreases) in operating assets: | | | | |
Increase/(decrease) in due to broker | | | (36,606 | ) |
Increase/(decrease) in dividends and interest receivable | | | 182,760 | |
Increase/(decrease) in deposits at broker for short sales | | | (10,157,114 | ) |
Increase/(decrease) in receivable for investments sold | | | (896,091 | ) |
Increase/(decrease) in prepaid expenses and other assets | | | 9,333 | |
Increases/(decreases) in operating liabilities: | | | | |
Increase/(decrease) in payable for investments purchased | | | 221,277 | |
Increase/(decrease) in payable to advisor | | | 13,901 | |
Increase/(decrease) in payable for distribution and service fees | | | 677 | |
Increase/(decrease) in other accrued expenses | | | (70,087 | ) |
Net cash used in operating activities | | | 30,102,794 | |
The accompanying notes are an integral part of these financial statements.
19
Orinda Income Opportunities Fund Statement Of Cash Flows (concluded) |
| | Year Ended August 31, 2021 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Proceeds from shares sold | | $ | 39,278,339 | |
Payment on shares redeemed | | | (57,803,579 | ) |
Cash distributions paid to shareholders | | | (2,833,938 | ) |
Increase/(decrease) in loan payable | | | (8,743,616 | ) |
Net cash provided by financing activities | | | (30,102,794 | ) |
Net change in cash | | | — | |
| | | | |
CASH: | | | | |
Beginning balance | | | — | |
Ending balance | | $ | — | |
| | | | |
SUPPLEMENTAL DISCLOSURES: | | | | |
Cash paid for interest | | $ | 140,904 | |
Non-cash financing activities - distributions reinvested | | | 8,876,062 | |
Non-cash financing activities - increase/(decrease) in receivable for Fund shares sold | | | 48,435 | |
Non-cash financing activities - increase/(decrease) in payable for Fund shares redeemed | | | (217,045 | ) |
The accompanying notes are an integral part of these financial statements.
20
Orinda Income Opportunities Fund Financial Highlights |
For a capital share outstanding throughout the period
| | CLASS I SHARES | |
| | Year Ended August 31, 2021 | | | 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 | |
Net asset value – Beginning of period | | $ | 15.78 | | | $ | 21.83 | | | $ | 22.50 | | | $ | 23.42 | | | $ | 23.66 | | | $ | 21.36 | |
Income from Investment Operations: | | | | | | | | | | | | |
Net investment income/(loss)(1) | | | 0.32 | | | | 0.67 | | | | 0.95 | | | | 0.86 | | | | 0.63 | | | | 1.10 | |
Net realized and unrealized gain/(loss) on investments | | | 4.10 | | | | (5.44 | ) | | | (0.12 | ) | | | (0.17 | ) | | | (0.02 | ) | | | 2.90 | |
Total from investment operations | | | 4.42 | | | | (4.77 | ) | | | 0.83 | | | | 0.69 | | | | 0.61 | | | | 4.00 | |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.61 | ) | | | (0.95 | ) | | | (1.14 | ) | | | (1.15 | ) | | | (0.63 | ) | | | (1.10 | ) |
Distributions from net realized gains | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Return of capital | | | (0.51 | ) | | | (0.33 | ) | | | (0.36 | ) | | | (0.46 | ) | | | (0.22 | ) | | | (0.60 | ) |
Total distributions | | | (1.12 | ) | | | (1.28 | ) | | | (1.50 | ) | | | (1.61 | ) | | | (0.85 | ) | | | (1.70 | ) |
Net asset value – End of period | | $ | 19.08 | | | $ | 15.78 | | | $ | 21.83 | | | $ | 22.50 | | | $ | 23.42 | | | $ | 23.66 | |
Total return/(loss) | | | 29.12 | % | | | (22.22 | )% | | | 4.17 | % | | | 3.24 | % | | | 2.62 | %(4) | | | 19.29 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 181,351 | | | $ | 150,062 | | | $ | 206,355 | | | $ | 193,184 | | | $ | 193,361 | | | $ | 180,360 | |
Ratio of operating expenses to average net assets: | | | | | | | | |
Before Recoupments/Reimbursements | | | 1.40 | % | | | 1.71 | % | | | 1.79 | % | | | 1.92 | % | | | 1.82 | %(5) | | | 2.01 | % |
After Recoupments/Reimbursements | | | 1.43 | % | | | 1.69 | % | | | 1.79 | % | | | 1.92 | % | | | 1.82 | %(5) | | | 2.01 | % |
Ratio of interest expense and dividends on short positions to average net assets | | | 0.09 | % | | | 0.35 | % | | | 0.50 | % | | | 0.63 | % | | | 0.55 | %(5) | | | 0.68 | % |
Ratio of net investment income/(loss) to average net assets: | | | | |
Before Recoupments/Reimbursements | | | 1.88 | % | | | 3.65 | % | | | 4.43 | % | | | 3.83 | % | | | 5.33 | %(5) | | | 4.68 | % |
After Recoupments/Reimbursements | | | 1.85 | % | | | 3.67 | % | | | 4.43 | % | | | 3.83 | % | | | 5.33 | %(5) | | | 4.68 | % |
Portfolio turnover rate | | | 149 | % | | | 153 | % | | | 131 | % | | | 102 | % | | | 46 | %(4) | | | 121 | % |
(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.
21
Orinda Income Opportunities Fund Financial Highlights (Continued) |
For a capital share outstanding throughout the period
| | CLASS A SHARES | |
| | Year Ended August 31, 2021 | | | 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 | |
Net asset value – Beginning of period | | $ | 15.74 | | | $ | 21.77 | | | $ | 22.46 | | | $ | 23.33 | | | $ | 23.58 | | | $ | 21.31 | |
Income from Investment Operations: | | | | | | | | | | | | |
Net investment income/(loss)(1) | | | 0.30 | | | | 0.68 | | | | 0.85 | | | | 0.77 | | | | 0.59 | | | | 1.03 | |
Net realized and unrealized gain/(loss) on investments | | | 4.06 | | | | (5.48 | ) | | | (0.10 | ) | | | (0.14 | ) | | | (0.02 | ) | | | 2.88 | |
Total from investment operations | | | 4.36 | | | | (4.80 | ) | | | 0.75 | | | | 0.63 | | | | 0.57 | | | | 3.91 | |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.57 | ) | | | (0.90 | ) | | | (1.08 | ) | | | (1.04 | ) | | | (0.60 | ) | | | (1.04 | ) |
Distributions from net realized gains | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Return of capital | | | (0.51 | ) | | | (0.33 | ) | | | (0.36 | ) | | | (0.46 | ) | | | (0.22 | ) | | | (0.60 | ) |
Total distributions | | | (1.08 | ) | | | (1.23 | ) | | | (1.44 | ) | | | (1.50 | ) | | | (0.82 | ) | | | (1.64 | ) |
Net asset value – End of period | | $ | 19.02 | | | $ | 15.74 | | | $ | 21.77 | | | $ | 22.46 | | | $ | 23.33 | | | $ | 23.58 | |
Total return/(loss) | | | 28.78 | % | | | (22.43 | )% | | | 3.82 | % | | | 2.94 | % | | | 2.49 | %(4) | | | 18.90 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 7,427 | | | $ | 14,444 | | | $ | 62,963 | | | $ | 45,783 | | | $ | 112,549 | | | $ | 101,270 | |
Ratio of operating expenses to average net assets: | | | | | | | | |
Before Recoupments/Reimbursements | | | 1.65 | % | | | 1.82 | % | | | 2.04 | % | | | 2.07 | % | | | 2.12 | %(5) | | | 2.29 | % |
After Recoupments/Reimbursements | | | 1.69 | % | | | 1.80 | % | | | 2.04 | % | | | 2.07 | % | | | 2.12 | %(5) | | | 2.29 | % |
Ratio of interest expense and dividends on short positions to average net assets | | | 0.08 | % | | | 0.25 | % | | | 0.46 | % | | | 0.51 | % | | | 0.55 | %(5) | | | 0.66 | % |
Ratio of net investment income/(loss) to average net assets: | | | | |
Before Recoupments/Reimbursements | | | 1.80 | % | | | 3.34 | % | | | 3.96 | % | | | 3.37 | % | | | 5.03 | %(5) | | | 4.34 | % |
After Recoupments/Reimbursements | | | 1.76 | % | | | 3.36 | % | | | 3.96 | % | | | 3.37 | % | | | 5.03 | %(5) | | | 4.34 | % |
Portfolio turnover rate | | | 149 | % | | | 153 | % | | | 131 | % | | | 102 | % | | | 46 | %(4) | | | 121 | % |
(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 (CONCLUDED) |
For a capital share outstanding throughout the period
| | CLASS D SHARES | |
| | Year Ended August 31, 2021 | | | 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 | |
Net asset value – Beginning of period | | $ | 15.49 | | | $ | 21.52 | | | $ | 22.23 | | | $ | 23.18 | | | $ | 23.49 | | | $ | 21.25 | |
Income from Investment Operations: | | | | | | | | | | | | |
Net investment income/(loss)(1) | | | 0.15 | | | | 0.49 | | | | 0.73 | | | | 0.63 | | | | 0.51 | | | | 0.87 | |
Net realized and unrealized gain/(loss) on investments | | | 4.00 | | | | (5.36 | ) | | | (0.13 | ) | | | (0.16 | ) | | | (0.02 | ) | | | 2.88 | |
Total from investment operations | | | 4.15 | | | | (4.87 | ) | | | 0.60 | | | | 0.47 | | | | 0.49 | | | | 3.75 | |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.47 | ) | | | (0.83 | ) | | | (0.95 | ) | | | (0.96 | ) | | | (0.58 | ) | | | (0.90 | ) |
Distributions from net realized gains | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Return of capital | | | (0.51 | ) | | | (0.33 | ) | | | (0.36 | ) | | | (0.46 | ) | | | (0.22 | ) | | | (0.61 | ) |
Total distributions | | | (0.98 | ) | | | (1.16 | ) | | | (1.31 | ) | | | (1.42 | ) | | | (0.80 | ) | | | (1.51 | ) |
Net asset value – End of period | | $ | 18.66 | | | $ | 15.49 | | | $ | 21.52 | | | $ | 22.23 | | | $ | 23.18 | | | $ | 23.49 | |
Total return/(loss) | | | 27.80 | % | | | (22.99 | )% | | | 3.12 | % | | | 2.23 | % | | | 2.13 | %(4) | | | 18.10 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | |
Net assets, end of period (thousands) | | $ | 10,420 | | | $ | 9,626 | | | $ | 17,939 | | | $ | 20,497 | | | $ | 22,274 | | | $ | 23,963 | |
Ratio of operating expenses to average net assets: | | | | |
Before Recoupments/Reimbursements | | | 2.40 | % | | | 2.70 | % | | | 2.80 | % | | | 2.93 | % | | | 2.79 | %(5) | | | 2.98 | % |
After Recoupments/Reimbursements | | | 2.43 | % | | | 2.68 | % | | | 2.80 | % | | | 2.93 | % | | | 2.79 | %(5) | | | 2.98 | % |
Ratio of interest expense and dividends on short positions to average net assets | | | 0.09 | % | | | 0.34 | % | | | 0.52 | % | | | 0.64 | % | | | 0.55 | %(5) | | | 0.67 | % |
Ratio of net investment income/(loss) to average net assets: | | | | |
Before Recoupments/Reimbursements | | | 0.90 | % | | | 2.65 | % | | | 3.43 | % | | | 2.90 | % | | | 4.36 | %(5) | | | 3.76 | % |
After Recoupments/Reimbursements | | | 0.88 | % | | | 2.67 | % | | | 3.43 | % | | | 2.90 | % | | | 4.36 | %(5) | | | 3.76 | % |
Portfolio turnover rate | | | 149 | % | | | 153 | % | | | 131 | % | | | 102 | % | | | 46 | %(4) | | | 121 | % |
(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 Notes to Financial Statements August 31, 2021 |
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-nine 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, 2021, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2021 (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
24
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2021 |
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 | | | | | | | | | | | | | | | | |
REITs | | | | | | | | | | | | | | | | |
Financials | | $ | 59,349,149 | | | $ | 59,349,149 | | | $ | — | | | $ | — | |
Real Estate | | | 137,067,305 | | | | 137,067,305 | | | | — | | | | — | |
Total REITs | | | 196,416,454 | | | | 196,416,454 | | | | — | | | | — | |
Preferred Stocks | | | | | | | | | | | | | | | | |
Financials | | | 2,763,514 | | | | 2,763,514 | | | | — | | | | — | |
Industrials | | | 2,352,797 | | | | 2,352,797 | | | | — | | | | — | |
Real Estate | | | 4,718,504 | | | | 4,718,504 | | | | — | | | | — | |
Total Preferred Stocks | | | 9,834,815 | | | | 9,834,815 | | | | — | | | | — | |
Convertible Preferred Stocks | | | | | | | | | | | | | | | | |
Real Estate | | | 1,941,790 | | | | 1,941,790 | | | | — | | | | — | |
Total Convertible Preferred Stocks | | | 1,941,790 | | | | 1,941,790 | | | | — | | | | — | |
Closed-End Mutual Funds | | | 1,705,100 | | | | 1,705,100 | | | | — | | | | — | |
Short-Term Investments | | | 1,374,276 | | | | 1,374,276 | | | | — | | | | — | |
Total Investments in Securities | | $ | 211,272,435 | | | $ | 211,272,435 | | | $ | — | | | $ | — | |
Total Assets | | $ | 211,272,435 | | | $ | 211,272,435 | | | $ | — | | | $ | — | |
Liabilities | | | | | | | | | | | | | | | | |
Securities Sold Short | | $ | (11,128,600 | ) | | $ | (11,128,600 | ) | | $ | — | | | $ | — | |
Total Liabilities | | $ | (11,128,600 | ) | | $ | (11,128,600 | ) | | $ | — | | | $ | — | |
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.
25
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2021 |
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 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.
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.
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.
26
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2021 |
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.
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.
27
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2021 |
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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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.
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.
28
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2021 |
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 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.
29
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2021 |
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 (“FCA”), the United Kingdom’s financial regulatory body, announced a desire to phase out the use of LIBOR by the end of 2021.
The FCA and ICE Benchmark Administrator have since announced that most LIBOR settings will no longer be published after December 31, 2021 and a majority of U.S. dollar LIBOR settings will cease publication after June 30, 2023. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing the Secured Overnight Financing Rate (“SOFR”) that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new reference rates. Uncertainty related to the liquidity impact of the change in rates, and how to appropriately adjust these rates at the time of transition, poses risks for the Fund. The effect of any changes to, or discontinuation of, LIBOR on the Fund will depend on, among other things, (1) existing fallback or termination provisions in individual contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new instruments and contracts. 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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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.
30
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2021 |
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 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.
ADVISORY | | EXPENSE CAPS |
FEE | | CLASS I | CLASS A | CLASS D |
1.00% | | 1.40% | 1.65% | 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 | |
| $ | 1,840,514 | | | $ | 53,072 | | | $ | 1,893,586 | |
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, 2022 | | | AUGUST 31, 2023 | | | AUGUST 31, 2024 | |
| $ | — | | | $ | — | | | $ | — | |
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.
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, 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 Statement of Operations.
31
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2021 |
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 | |
| $ | 284,435,333 | | | $ | 303,431,066 | |
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 $57,201,076. The Fund had an outstanding average daily balance and a weighted average interest rate of approximately $11 million and 1.29%, respectively. The maximum amount outstanding for the Fund during the reporting period was $22,862,709.
32
Orinda Income Opportunities Fund Notes To Financial Statements (Continued) August 31, 2021 |
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, 2021, 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) | |
| $ | 180,098,194 | | | $ | 23,842,672 | | | $ | (3,797,031 | ) | | $ | 20,045,641 | |
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, 2021 were reclassified among the following accounts:
| Distributable earnings/ (Loss) | | | PAID-IN CAPITAL | |
| $ | 1,875,773 | | | $ | (1,875,773 | ) |
As of August 31, 2021, 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 | |
| $ | — | | | $ | — | | | $ | 20,045,641 | | | $ | (47,258,221 | ) | | $ | (27,212,580 | ) |
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, 2021 and August 31, 2020 were as follows:
| | ORDINARY INCOME | | | LONG-TERM CAPITAL GAINS | | | RETURN OF CAPITAL | |
2021 | | $ | 6,335,330 | | | $ | — | | | $ | 5,374,670 | |
2020 | | $ | 11,836,976 | | | $ | — | | | $ | 4,178,024 | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
33
Orinda Income Opportunities Fund Notes To Financial Statements (Concluded) August 31, 2021 |
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, 2021, the Fund had $29,190,885 of short-term capital loss carryforwards and $18,067,336 of long-term capital loss carryforwards.
7. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund. When fully implemented, Rule 18f-4 may require changes in how the Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s financial statements.
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.
34
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, 2021, the related statements 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 four years in the period then ended, for the six month period ended August 31, 2017, and for the year 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, 2021, 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 four years in the period then ended, for the six month period ended August 31, 2017, and for the year 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, 2021 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 28, 2021
35
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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2021. During the fiscal year ended August 31, 2021, the following dividends and distributions were paid by the Fund:
| ORDINARY INCOME DIVIDENDS | | | LONG-TERM CAPITAL GAIN DIVIDENDS | | | Return of Capital DIVIDENDS | |
| $ | 6,335,330 | | | $ | — | | | $ | 5,374,670 | |
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 12.41%.
The percentage of ordinary income dividends qualifying for the corporate dividends received deduction is 8.07%.
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 2021. 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 2022.
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.
36
Orinda Income Opportunities Fund Notice to Shareholders August 31, 2021 (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, 2021
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.
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 12-13, 2021 (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 and other similarly managed clients; (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.
The Directors also considered the investment performance of the Fund and Orinda. The Directors noted that the Fund had outperformed the Fund’s primary benchmark for the year-to-date and one-year periods, and underperformed the Fund’s primary benchmark for the three-year, five-year and since-inception periods, each ended March 31, 2021. The Directors also considered the Fund’s 5th quintile ranking within its Lipper Performance Group for the one-year, two-year, three-year, four-year, and five-year periods ended December 31, 2020.
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.
37
Orinda Income Opportunities Fund Notice to Shareholders (Concluded) August 31, 2021 (Unaudited) |
The Directors noted that the actual advisor fee of the Fund ranked in the 4th 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. In addition, the Directors noted that Orinda has contractually agreed to waive management fees and reimburse expenses through at least December 31, 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, 2022.
38
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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). |
39
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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | Chairman Director
| 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | None. |
40
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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
41
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: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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 has served 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.
42
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 |
43
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. |
44
(This Page Intentionally Left Blank.)
Investment Adviser
Orinda Asset Management LLC
3658 Mt. Diablo Boulevard, Suite 220
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-AR21
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
SGI SMALL CAP GROWTH FUND
of
The RBB Fund, Inc.
ANNUAL REPORT
August 31, 2021
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, 2021 (UNAUDITED)
SGI U.S. Large Cap Equity Fund
Class I Shares: SILVX
Class A Shares: LVOLX
Class C Shares: SGICX
Dear Shareholder:
Established in 2010, Summit Global Investments, LLC (“SGI”) was founded to bring enhanced risk management to institutions, advisors and families. SGI’s strategies utilize a distinct quantitative process to analyze the market and select stocks SGI determines and believes provide the least number 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 risks.
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 much of the terror and panic which gripped the market and mindset of the world in March of 2020 has dissipated, the COVID-19 Delta variant is still a large driving force in the day-to-day lives of many investors. Stock market volatility seems to act in correlation with uncertainty: the more uncertainty, the higher the stock market’s volatility. With the possibility of various actions from the Federal Reserve, the continued spread of COVID-19 and current supply change issues, 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 – although I suspect that there will be a time when these factors will be much more important than they are today.
Downside protection is not just about defensive sectors. SGI is 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, supply change issues, and political risks. Going to 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 returns and downside protection, and we feel SGI’s distinct quantitative and qualitative processes offer the design to provide such protection with benchmark-like returns.
Market volatility comes down to massive uncertainty, fear of the unknown, anxiety, changes to our daily norms, etc. Moreover, when markets have little information and less visibility into the future, volatility may intensify.
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. For your information, all SGI employees returned full-time to the office in March of 2021.
1
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (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. Furthermore, we will continue to monitor relevant information and to make appropriate adjustments when necessary.
Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform 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 - Class I Shares returned 20.31% on a gross basis1 in the twelve months ended August 31, 2021. The fund underperformed its benchmark, the S&P 500 Index, which increased 31.17%, but outperformed the S&P 500 Low Volatility Index, which returned 19.36% during the same period. |
| ● | The Information Technology sector was the largest average sector exposure during the year ended August 31, 2021, comprising 29.71% of the fund’s portfolio. Strong stock selection benefitted relative performance the most in this sector. |
| ● | The worst contributing sectors were Communications Services and Financials. An underweight position in both sectors, combined with poor stock selection, detracted from relative performance. |
| ● | From a factor exposure standpoint, an underweight position to the size factor and overweight position to the earnings variability factor both benefited relative performance. An underweight position to the volatility, value, dividend yield, and leverage factors, combined with being overweight the profitability factor, detracted from relative performance. |
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 - Class I Shares returned 20.31% on a gross basis1 in the twelve-month period ended August 31, 2021. The fund lagged its benchmark, the S&P 500 Index, which gained 31.17%, but outperformed the S&P 500 Low Volatility Index, which returned 19.36% during the same period. Performance of other share classes will differ. Please see the prospectus for details.
1 Gross return equals net return plus 0.85% annual expense ratio for I class shares as shown in the prospectus.
2
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
What factors influenced the fund’s performance?
The Information Technology sector was the largest average sector exposure during the year, comprising 29.71% of the fund’s portfolio, and was the largest contributing sector to the fund’s total return. Strong stock selection benefitted relative performance the most in this sector. Intuit, Inc. returned 64.88%, F5 Networks, Inc. returned 53.84%, Microsoft Corp. returned 35.09%, Adobe Systems, Inc. returned 29.28%, and Fortinet, Inc. increased 138.73% during the year. These were the five largest contributors to return during the period.
The fund’s worst contributing sectors were Communication Services and Financials. An underweight position in both sectors, combined with poor stock selection, detracted from relative performance. The three worst contributing companies in the Communications Services sector were: Activision Blizzard, Inc., which declined 13.69%, Zynga Inc., which declined 13.32%, and Take-Two Interactive Software, Inc., which dropped 5.82% during the year. The three worst contributing companies in the Financials sector were: MarketAxess Holdings, Inc., which returned 2.70%, Interactive Brokers LLC, which declined 1.51%, and Everest Re Group, Ltd., which increased 5.71% during the year.
Underweight exposure to Industrials, Materials, and Energy sectors all hurt relative returns. In the Industrials sector, Mercury Systems, Inc., Delta Air Lines, Inc., and Verisk Analytics, Inc. were the three worst contributing companies for the year. In the Materials sector Ecolab, Inc. was the worst contributor, and in Energy, Exxon Mobil Corporation and Chevron Corporation were the worst contributors for the year.
In terms of factor exposures, an underweight position to the size factor and overweight position to the earnings variability factor both benefited relative performance. An underweight position to the volatility, value, dividend yield, and leverage factors all hurt relative performance. Being overweight the profitability factor also detracted from relative performance.
How is the fund positioned?
The Information Technology sector remains our largest allocation, accounting for 28.6% of the fund’s portfolio as of August 31, 2021, which is a slight overweight position to the fund’s benchmark index weighting of 27.9%. The fund is also positioned overweight to the Healthcare and Consumer Discretionary sectors by 1.7% and 3.0%, respectively. The fund’s most underweight sectors relative to its benchmark index are Communications Services by 3.9% and Energy by 2.2%. The fund is also positioned somewhat underweight to the Materials, Real Estate, and Industrials sectors.
Fund positioning from a factor standpoint shows the largest underexposure to size, leverage, dividend yield, and volatility factors and overweighted exposure to the growth and earnings variability factors.
What is portfolio management’s outlook?
Massive fiscal and monetary stimulus in response to the COVID-19 pandemic combined with effective vaccination programs accelerated economic growth in 2021. The S&P 500 Index increased by over 30% during the trailing twelve-months. Current stock market valuations are expensive relative to history and fundamentals. By some measures, the stock market may be in a bubble. The Federal Reserve has signaled potential tapering of bond purchases in late 2021 contingent on economic releases.
Inflation numbers have been stronger than expected, with the September 2021 Consumer Price Index +5.4% year-over-year. The 10-year treasury yield is 1.54%, implying a significantly negative real interest rate regime. Negative interest rates have forced many investors to seek higher returns in generally riskier assets, such as stocks, corporate bonds, and real estate. In fact, over the past year, housing prices have increased +20% year-over-year nationally.
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. Our outlook remains cautiously optimistic due to a relatively strong economy, but risk factors such as inflation and high valuations remain concerns.
3
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
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, LLC 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 S&P 500 Low Volatility® Index is designed to measure the performance of the 100 least volatile stocks of the S&P 500 Index. 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. 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.
4
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
SGI U.S. Small Cap Equity Fund
Class I Shares: SCLVX
Class A Shares: LVSMX
Class C Shares: SMLVX
Dear Shareholder:
Established in 2010, Summit Global Investments, LLC (“SGI”) was founded to bring enhanced risk management to institutions, advisors and families. SGI’s strategies utilize a distinct quantitative process to analyze the market and select stocks SGI determines and believes provide the least number 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 risks.
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 much of the terror and panic which gripped the market and mindset of the world in March of 2020 has dissipated, the COVID-19 Delta variant is still a large driving force in the day-to-day lives of many investors. Stock market volatility seems to act in correlation with uncertainty: the more uncertainty, the higher the stock market’s volatility. With the possibility of various actions from the Federal Reserve, the continued spread of COVID-19 and current supply change issues, 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 – although I suspect that there will be a time when these factors will be much more important than they are today.
Downside protection is not just about defensive sectors. SGI is 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, supply change issues, and political risks. Going to 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 returns and downside protection, and we feel SGI’s distinct quantitative and qualitative processes offer the design to provide such protection with benchmark-like returns.
Market volatility comes down to massive uncertainty, fear of the unknown, anxiety, changes to our daily norms, etc. Moreover, when markets have little information and less visibility into the future, volatility may intensify.
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. For your information, all SGI employees returned full-time to the office in March of 2021.
5
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (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. Furthermore, we will continue to monitor relevant information and to make appropriate adjustments when necessary.
Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform 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 – Class I Shares returned 20.45% on a gross basis1 in the twelve-month period ended August 31, 2021. The fund lagged its benchmark, the Russell 2000 Index, which gained 47.08%, and the MSCI USA Small-Cap Minimum Volatility Index, which gained 28.02% during the same period. |
| ● | The largest factor that hurt relative performance was weak stock selection in the Industrials, Consumer Discretionary, and Financials sectors. |
| ● | The fund’s overweight in the Consumer Staples and Utilities sectors, average cash balances, and an underweight to the Energy sector cumulatively cost the fund 3.74% of underperformance. |
| ● | From a factor exposure standpoint, underweighting the volatility, trading activity, leverage, and earnings variability factors, and overweighting the profitability factor all significantly 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 six months?
The SGI U.S. Small Cap Equity Fund – Class I Shares returned 20.45% on a gross basis1 in the twelve-month period ended August 31, 2021. The fund lagged its benchmark, the Russell 2000 Index, which gained 47.08%, and the MSCI USA Small Cap Minimum Volatility Index, which gained 28.02% during the same period. Performance of other share classes will differ. Please see the prospectus for details.
What factors influenced the fund’s performance?
The largest factor that hurt the fund’s relative performance was weak stock selection. Each of the Industrials, Consumer Discretionary, and Financials sectors underperformed by over 500 basis points during the year, costing the fund over 16% of relative performance. An overweight in the Consumer Staples and Utilities sectors, average cash balances, and an underweight to the Energy sector cumulatively cost the fund 3.74% of underperformance.
1 Gross return equals net return plus the annual 1.43% expense ratio for the class I shares shown in the prospectus.
6
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
Specific holdings detracted from relative performance. Amedisys, Inc. fell 24%, BJ’s Wholesale Club Holdings, Inc. dropped 14%, DMC Global Inc. declined 42%, Dun & Bradstreet Corporation lost 26%, and Grocery Outlet Holding Corp. fell 8%. These five holdings cost the fund the most relative returns. Repligen increased 82%, Life Storage increased 83%, Houlihan Lokey, Inc. returned 57%, Acushnet Holdings rose 49%, and Logitech International S.A. returned 23%. These five holdings were the largest contributors to relative performance.
From a factor exposure standpoint, underweighting the volatility, trading activity, leverage, and earnings variability factors, and overweighting the profitability factor, all significantly hurt relative performance. Slightly overweight exposure to the value factor and underweight exposure to the momentum factor both benefitted relative fund performance. The massive liquidity support for the economy and stock markets fueled a “risk-on” rally during the year, significantly benefitting low quality, highly volatile companies in the small cap universe.
How is the fund positioned?
The two largest overweight sectors are Consumer Staples and Utilities. Health Care remains the fund’s largest sector allocation at August 31, 2021, accounting for a nearly 18% weight, which is 2.6% underweight the fund’s benchmark index. The Information Technology and Consumer Discretionary sectors remain the fund’s largest underweights relative to the fund’s benchmark and were 3.8% and 2.6%, respectively, of the fund’s portfolio as of August 31, 2021. The fund maintained slight underweights in the Communications Services, Financials, and Real Estate sectors and a slight overweight in the Industrials, Materials, and Energy sectors as of August 31, 2021.
Fund positioning from a factor standpoint shows an overweight to the profitability, value, and growth factors. The fund is underexposed to volatility, momentum, trading activity, leverage, and earnings variability factors.
What is portfolio management’s outlook?
Massive fiscal and monetary stimulus in response to the COVID-19 pandemic combined with effective vaccination programs accelerated economic growth in 2021. The S&P 500 Index increased by over 30% during the trailing twelve-months. Current stock market valuations are expensive relative to history and fundamentals. By some measures, the stock market may be in a bubble. The Federal Reserve has signaled potential tapering of bond purchases in late 2021 contingent on economic releases.
Inflation numbers have been stronger than expected, with the September 2021 Consumer Price Index +5.4% year-over-year. The 10-year treasury yield is 1.54%, implying a significantly negative real interest rate regime. Negative interest rates have forced many investors to seek higher returns in generally riskier assets, such as stocks, corporate bonds, and real estate. In fact, over the past year, housing prices have increased +20% year-over-year nationally.
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. Our outlook remains cautiously optimistic due to a relatively strong economy, but risk factors such as inflation and high valuations remain concerns.
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, LLC 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.
7
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
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, 2021 (UNAUDITED)
SGI Global Equity Fund
I Share: SGLIX
Dear Shareholder:
Established in 2010, Summit Global Investments, LLC (“SGI”) was founded to bring enhanced risk management to institutions, advisors and families. SGI’s strategies utilize a distinct quantitative process to analyze the market and select stocks SGI determines and believes provide the least number 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 risks.
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 much of the terror and panic which gripped the market and mindset of the world in March of 2020 has dissipated, the COVID-19 Delta variant is still a large driving force in the day-to-day lives of many investors. Stock market volatility seems to act in correlation with uncertainty: the more uncertainty, the higher the stock market’s volatility. With the possibility of various actions from the Federal Reserve, the continued spread of COVID-19 and current supply change issues, 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 – although I suspect that there will be a time when these factors will be much more important than they are today.
Downside protection is not just about defensive sectors. SGI is 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, supply change issues, and political risks. Going to 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 returns and downside protection, and we feel SGI’s distinct quantitative and qualitative processes offer the design to provide such protection with benchmark-like returns.
Market volatility comes down to massive uncertainty, fear of the unknown, anxiety, changes to our daily norms, etc. Moreover, when markets have little information and less visibility into the future, volatility may intensify.
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. For your information, all SGI employees returned full-time to the office in March of 2021.
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. Furthermore, we will continue to monitor relevant information and to make appropriate adjustments when necessary.
9
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform 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 – Class I Shares returned 18.02% on a gross basis1 in the twelve-month period ended August 31, 2021. The fund lagged its benchmark, the MSCI ACWI Index, which gained 28.64%, but outperformed the MSCI ACWI Minimum Volatility Index, which returned 16.65% during the same period. |
| ● | The Information Technology sector was the largest average sector exposure during the year ended August 31, 2021, comprising 23.65% of the fund’s portfolio. Underweight positions in the Financials and Consumer Discretionary sectors, as well as poor stock selection, hurt relative fund performance. |
| ● | The Utilities and Communications Services sectors were the strongest contributors to total return. Both sectors averaged an overweight to the benchmark weighting, which, combined with good stock selection, benefitted relative returns. |
| ● | From a factor exposure standpoint, a slight overweight position to the value factor and a slight underweight position to the earnings variability factor benefited relative performance. An underweight position to the volatility and momentum factors, and an overweight position to the profitability factor, all hurt relative performance. |
INVESTMENT OBJECTIVE
The fund seeks to outperform the MSCI ACWI Index over a market cycle while reducing overall volatility.
FUND COMMENTARY
How did the fund perform in the past twelve months?
The SGI Global Equity Fund – Class I Shares returned 18.02% on a gross basis1 in the twelve-month period ended August 31, 2021. The fund lagged its benchmark, the MSCI ACWI Index, which gained 28.64%, but outperformed the MSCI ACWI Minimum Volatility Index, which returned 16.65% during the same period. Performance of other share classes will differ. Please see the prospectus for details.
What factors influenced the fund’s performance?
The Information Technology sector was the largest average sector exposure during the year, comprising 23.65% of the fund’s portfolio. In terms of contribution to returns, underweighting in the Financials and Consumer Discretionary sectors, as well as poor stock selection, hurt relative performance. The worst contributors in the Financials sector for the year were: JPMorgan Chase & Co., which returned 6.30%, SLM Corporation, which declined -10.46%, and Bank of
1 Gross return equals net return plus 0.87% expense ratio shown in the prospectus.
10
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
America Corporation, which returned 8.36%. The worst contributors in the Consumer Discretionary sector for the year were: New Oriental Education & Technology Group Inc., which declined 24.65%, Starbucks Corporation, which returned 8.38%, and Target Corporation, which returned only 2.53%.
The Utilities and Communications Services sectors were the strongest contributors to total return. Both sectors averaged an overweight to the fund’s benchmark index weighting, which, combined with good stock selection, benefitted relative returns. Duke Energy Corporation rose 35.51% and Algonquin Power & Utilities Corp. returned 16.42% for the year, which contributed to relative returns in the Utilities sector. In the Communication Services sector, Alphabet Inc. returned 78.02% and SK Telecom Co., Ltd. returned 30.92% for the year, benefitting relative returns.
An underweight position in the Materials, Industrials, Energy, and Real Estate sectors all hurt the relative returns of the fund. From a portfolio standpoint, the strongest contributors to relative returns were: Amdocs, which increased 28.84%, Intuit, Inc., which returned 42.59%, Eli Lilly and Company, which returned 77.04%, Honda Motor Company, Ltd., which increased 30.86%, and Costco Wholesale Corporation, which returned 35.46% for the year. The worst contributing companies to fund performance were: Citrix Systems, Inc., which declined 24.66%, Agnico Eagle Mines Limited, which dropped 14.33%, SLM Corporation, which dropped 10.46%, Takeda Pharmaceutical Company Limited, which declined 6.72%, and Barrick Gold Corporation, which dropped 22.95% for the year.
In terms of factor exposures, a slight overweight position to the value factor and a slight underweight to the earnings variability factor benefited relative performance. An underweight position to the volatility and momentum factors and an overweight position to the profitability factor all hurt relative performance.
How is the fund positioned?
The Information Technology sector remains our largest allocation, accounting for 22.61% of the fund’s portfolio as of August 31, 2021, which is in line with the fund’s benchmark index weighting. The fund is also positioned overweight to the Communications Services and Utilities sectors by 3.7% and 1.7%, respectively. The fund’s largest underweight sectors are Industrials and Materials, which are underweight 5.4% and 3.7%, respectively. The fund is also slightly overweight the Consumer Staples and Health Care sectors.
Fund positioning from a factor standpoint shows significant underexposure to volatility, profitability, and momentum factors and an overweighted exposure to the value factor.
What is portfolio management’s outlook?
Massive fiscal and monetary stimulus in response to the COVID-19 pandemic combined with effective vaccination programs accelerated economic growth in 2021. The S&P 500 Index increased by over 30% during the trailing twelve-months. Current stock market valuations are expensive relative to history and fundamentals. By some measures, the stock market may be in a bubble. The Federal Reserve has signaled potential tapering of bond purchases in late 2021 contingent on economic releases.
Inflation numbers have been stronger than expected, with the September 2021 Consumer Price Index +5.4% year-over-year. The 10-year treasury yield is 1.54%, implying a significantly negative real interest rate regime. Negative interest rates have forced many investors to seek higher returns in generally riskier assets, such as stocks, corporate bonds, and real estate. In fact, over the past year, housing prices have increased +20% year-over-year nationally.
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. Our outlook remains cautiously optimistic due to a relatively strong economy, but risk factors such as inflation and high valuations remain concerns.
11
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
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, LLC 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 MSCI ACWI Index captures large and mid cap representation across 23 Developed Markets (DM) and 26 Emerging Markets countries. With more than 3,000 constituents, the index covers approximately 85% of the global investable equity opportunity set. It is not possible to invest directly in an index.
The MSCI ACWI Minimum Volatility Index is designed to reflect the performance of the lowest volatility optimized version of the parent MSCI index. 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. 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. 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, 2021 (UNAUDITED)
SGI Peak Growth Fund (SGPKX)
SGI Prudent Growth Fund (SGPGX)
SGI Conservative Fund (SGCIX)
Dear Shareholder:
Established in 2010, Summit Global Investments, LLC (“SGI”) was founded to bring enhanced risk management to institutions, advisors and families. SGI’s strategies utilize a distinct quantitative process to analyze the market and select stocks SGI determines and believes provide the least number 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 risks.
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 much of the terror and panic which gripped the market and mindset of the world in March of 2020 has dissipated, the COVID-19 Delta variant is still a large driving force in the day-to-day lives of many investors. Stock market volatility seems to act in correlation with uncertainty: the more uncertainty, the higher the stock market’s volatility. With the possibility of various actions from the Federal Reserve, the continued spread of COVID-19 and current supply change issues, 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 – although I suspect that there will be a time when these factors will be much more important than they are today.
Downside protection is not just about defensive sectors. SGI is 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, supply change issues, and political risks. Going to 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 returns and downside protection, and we feel SGI’s distinct quantitative and qualitative processes offer the design to provide such protection with benchmark-like returns.
Market volatility comes down to massive uncertainty, fear of the unknown, anxiety, changes to our daily norms, etc. Moreover, when markets have little information and less visibility into the future, volatility may intensify.
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. For your information, all SGI employees returned full-time to the office in March of 2021.
13
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (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. Furthermore, we will continue to monitor relevant information and to make appropriate adjustments when necessary.
Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform 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 Peak Growth Fund returned 17.33% on a gross basis1 in the past twelve-month period ended August 31, 2021. The fund lagged its benchmark, the S&P 500 Index, which increased 31.17% during the same period. |
| ● | The SGI Prudent Growth Fund returned 12.15% on a gross basis2 in the past twelve-month period ended August 31, 2021. The fund underperformed its primary benchmark, the S&P 500 Index, which increased 31.17% during the same period. The fund lagged a composite benchmark, which is 60% the S&P 500 Index and 40% the Bloomberg US Aggregate Bond Index, which increased 17.92% during the same period. |
| ● | The SGI Conservative Fund returned 4.75% on a gross basis3 in the past twelve-month period ended August 31, 2021. The fund outperformed its primary benchmark, the Bloomberg US Aggregate Bond Index, which returned -0.08% during the same period. The fund lagged a composite benchmark, which is 25% the S&P 500 Index and 75% the Bloomberg US Aggregate Bond Index, which increased 7.16% during the same period. |
INVESTMENT OBJECTIVE
The SGI Peak Growth Fund seeks capital appreciation. The SGI Prudent Growth Fund seeks long-term capital appreciation. The SGI Conservative Fund seeks conservative capital appreciation. There can be no guarantee that the Funds will achieve their respective investment objectives.
FUND COMMENTARY
The stock market was very strong during the twelve-month period ended August 31, 2021.
For the SGI Peak Growth Fund, the largest factor detracting from relative performance was the allocation to Class I Shares of both the SGI U.S. Large Cap Equity Fund (“SILVX”) and SGI Global Equity Fund (“SGLIX”). Totaling over 50% of the fund’s portfolio allocation during the year, these large cap stock underlying funds accounted for over 50% of the SGI Peak Growth Fund’s underperformance. Both of these underlying funds underperformed their respective benchmarks during the year. The SGI Peak Growth Fund’s small cap allocation averaged over 27% its assets during the year and was invested in Class I Shares of both the SGI U.S. Small Cap Equity Fund (“SCLVX”) and SGI Small Cap Growth Fund (“BOGIX”), which hurt relative performance. Combined, these four underlying funds accounted for approximately 80% of the SGI Peak Growth Fund’s total underperformance.
1 Gross return equals net return plus prorated 1.88% annual expense ratio as shown in the prospectus.
2 Gross return equals net return plus prorated 1.81% annual expense ratio as shown in the prospectus.
3 Gross return equals net return plus prorated 1.73% annual expense ratio as shown in the prospectus.
14
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
For the SGI Prudent Growth Fund, the largest factor detracting from relative performance was the allocation of over 27% of the fund’s assets during the year to the fixed income iShares Core US Aggregate ETF, which generated negative returns during the twelve-month period. The next largest detractor from the SGI Prudent Growth Fund’s relative performance during the year was the allocation of nearly 49% of its assets to SGLIX, SILVX, and SCLVX, which all underperformed.
For the SGI Conservative Fund, the largest factor detracting from relative performance was the significant 69% allocation of fund assets during the year to the fixed income iShares Core US Aggregate Bond ETF and iShares Core 1-5 Year Bond ETF. Both of these underlying funds generated negative total returns for the period. The largest contributor to the SGI Conservative Fund’s relative performance was the allocation Invesco QQQ Trust, which increased 29.58% during the period.
From a factor standpoint, equities investments exhibiting higher risk, higher volatility, lower profitability, and lower capitalization (size) all benefitted relative returns. The underperformance of lower volatility as a factor caused the underperformance of all SGI funds. Exposure to longer duration fixed income securities hurt relative performance the most.
MANAGEMENT’S OUTLOOK
Massive fiscal and monetary stimulus in response to the COVID-19 pandemic combined with effective vaccination programs accelerated economic growth in 2021. The S&P 500 Index increased by over 30% during the trailing twelve-months. Current stock market valuations are expensive relative to history and fundamentals. By some measures, the stock market may be in a bubble. The Federal Reserve has signaled potential tapering of bond purchases in late 2021 contingent on economic releases.
Inflation numbers have been stronger than expected, with the September 2021 Consumer Price Index +5.4% year-over-year. The 10-year treasury yield is 1.54%, implying a significantly negative real interest rate regime. Negative interest rates have forced many investors to seek higher returns in generally riskier assets, such as stocks, corporate bonds, and real estate. In fact, over the past year, housing prices have increased +20% year-over-year nationally.
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. Our outlook remains cautiously optimistic due to a relatively strong economy, but risk factors such as inflation and high valuations remain concerns.
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, LLC 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 Bloomberg 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.
15
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
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.
Must be preceded or accompanied by a prospectus.
The Funds are distributed by Quasar Distributors, LLC.
16
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
SGI Small Cap Growth Fund (formerly, the Bogle Investment Management Small Cap Growth Fund)
Class I Shares: BOGIX
Dear Shareholder:
Established in 2010, Summit Global Investments, LLC (“SGI”) was founded to bring enhanced risk management to institutions, advisors and families. SGI’s strategies utilize a distinct quantitative process to analyze the market and select stocks SGI determines and believes provide the best upside return while the portfolio maintains equivalent market risk.
To continue to manage risk and return effectively, SGI analyzes companies both fundamentally and quantitatively. Risks appear 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 much of the terror and panic which gripped the market and mindset of the world in March of 2020 has dissipated, the COVID-19 Delta variant is still a large driving force in the day-to-day lives of many investors, especially smaller sized companies as found in the portfolio.
Stock market volatility seems to act in correlation with uncertainty: the more uncertainty, the higher the stock market’s volatility. With the possibility of various actions from the Federal Reserve, the continued spread of COVID-19 and current supply change issues, 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 – although I suspect that there will be a time when these factors will be much more important than they are today.
I know everyone, especially clients, cares about returns and moderated downside protection and we feel SGI’s distinct quantitative and qualitative processes offer the design to provide such protection with the returns you have been accustomed to from the Fund.
Market volatility comes down to massive uncertainty, fear of the unknown, anxiety, changes to our daily norms, etc. Moreover, when markets have little information and less visibility into the future, volatility may intensify.
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. For your information, all SGI employees returned full-time to the office in March of 2021.
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. Furthermore, we will continue to monitor relevant information and to make appropriate adjustments when necessary.
17
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
Everyone at SGI is 100% committed to doing everything we can to ensure your investments perform 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 Small Cap Growth Fund – Class I Shares returned 45.86% on a gross basis1 in the twelve-month period ended August 31, 2021. The fund slightly lagged its benchmark, the Russell 2000 Index, which gained 47.08% during the same period. |
| ● | The largest factor that hurt relative performance was weak stock selection in the Industrials, Consumer Discretionary, and Financials sectors. |
| ● | The fund’s overweight in the Consumer Staples and Utilities sectors, average cash balances, and an underweight to the Energy sector cumulatively cost the fund 3.74% of underperformance. |
| ● | From a factor exposure standpoint, underweighting the volatility, trading activity, leverage, and earnings variability factors, and overweighting the profitability factor all significantly hurt relative performance. |
INVESTMENT OBJECTIVE
The fund seeks to provide long-term capital appreciation.
FUND COMMENTARY
How did the fund perform in the past six months?
The SGI Small Cap Growth Fund – Class I Shares returned 45.86% on a gross basis1 in the twelve-month period ended August 31, 2021. The fund slightly lagged its benchmark, the Russell 2000 Index, which gained 47.08% during the same period. The remainder of this commentary covers the period from March 15, 2021 (the date on which SGI took over management of the fund from its predecessor investment manager) through August 31, 2021 (the “Period”).
What factors influenced the fund’s performance?
The largest factor that benefitted the fund’s relative performance during the Period was strong stock selection, specifically in the Health Care and Financials sectors. Stock selection in these two sectors accounted for 2.64% of the fund’s relative performance during the Period. An overweight in the Consumer Discretionary and Communications Services sectors also benefitted relative performance. An underweight to the Real Estate sector and a modest cash position hurt relative performance.
1 Gross return equals net return plus the annual 1.25% expense ratio for the class I shares shown in the prospectus.
18
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
Specific fund holdings benefitted relative performance. The Joint Corp returned 99%, Medifast, Inc. increased 25%, Schnitzer Steel Industries, Inc. rose 33%, CarGurus returned 27%, and Aptose Bioscience gained 66% during the Period. These five holdings benefitted the fund by providing 1.67% of relative returns. Other fund holdings detracted from relative performance. Everquote declined 48%, Nautilus, Inc. fell 30%, Scotts Miracle Gro lost 31%, PetIQ dropped 33%, and Chuy’s Holdings declined 21%. These five holdings were the largest detractors to relative performance, costing the fund 1.39% of relative returns.
From a factor exposure standpoint, underweighting the momentum, size, and leverage factors and overweighting the trading activity factor all hurt relative performance. Overweight exposure to the profitability and growth factors both benefitted relative fund performance. The massive liquidity support for the economy and stock markets fueled a “risk-on” rally during the year, significantly benefitting low quality, highly volatile companies in the small cap universe.
How is the fund positioned?
The largest overweight sectors are Consumer Staples, Health Care, Industrials, and Consumer Discretionary, cumulatively accounting for 63% of the fund’s portfolio exposure at August 31, 2021. The Real Estate, Financials, Information Technology, Materials, Utilities, and Energy sectors cumulatively accounted for 28% of the fund’s portfolio exposure, and 18% of the relative underweights, as of August 31, 2021. Health Care remains the fund’s largest sector allocation, accounting for a 24% portfolio allocation at August 31, 2021, which is a 3.66% overweight to the fund’s benchmark index.
Fund positioning from a factor standpoint shows an overweight to the profitability, value, growth, and earnings variability factors. The fund is underexposed to momentum, dividend yield, size, leverage, and volatility factors.
What is portfolio management’s outlook?
Massive fiscal and monetary stimulus in response to the COVID-19 pandemic combined with effective vaccination programs accelerated economic growth in 2021. The S&P 500 Index increased by over 30% during the trailing twelve-months. Current stock market valuations are expensive relative to history and fundamentals. By some measures, the stock market may be in a bubble. The Federal Reserve has signaled potential tapering of bond purchases in late 2021 contingent on economic releases.
Inflation numbers have been stronger than expected, with the September 2021 Consumer Price Index +5.4% year-over-year. The 10-year treasury yield is 1.54%, implying a significantly negative real interest rate regime. Negative interest rates have forced many investors to seek higher returns in generally riskier assets, such as stocks, corporate bonds, and real estate. In fact, over the past year, housing prices have increased +20% year-over-year nationally.
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. Our outlook remains cautiously optimistic due to a relatively strong economy, but risk factors such as inflation and high valuations remain concerns.
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, LLC 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.
19
SUMMIT GLOBAL INVESTMENTS
Annual Investment Adviser’s Report (CONCLUDED)
AUGUST 31, 2021 (UNAUDITED)
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.
20
SGI U.S. LARGE CAP EQUITY FUND - CLASS I SHARES
Performance Data
AUGUST 31, 2021 (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, 2021 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class I Shares | 19.46% | 11.65% | 13.39% | 12.96% | |
S&P 500® Index(2) | 31.17% | 18.07% | 18.02% | 15.73% | |
(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 December 31, 2020, is 0.85% 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 December 31, 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 December 31, 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.
21
SGI U.S. LARGE CAP EQUITY FUND - CLASS I SHARES
Performance Data (continued)
AUGUST 31, 2021 (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. LARGE CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
AUGUST 31, 2021 (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, 2021 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class A Shares (without sales charge) | 19.20% | 11.39% | 13.12% | 12.37% | |
Class A Shares (with sales charge) | 12.91% | 9.40% | 11.91% | 11.35% | |
S&P 500® Index(2) | 31.17% | 18.07% | 18.02% | 16.38% | |
(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 December 31, 2020, is 1.10% 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 December 31, 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 December 31, 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 advisory
23
SGI U.S. LARGE CAP EQUITY FUND - CLASS A SHARES
Performance Data (continued)
AUGUST 31, 2021 (UNAUDITED)
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.
24
SGI U.S. LARGE CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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, 2021 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class C Shares | 18.25% | 10.70% | 12.38% | 12.16% | |
S&P 500® Index(2) | 31.17% | 18.07% | 18.02% | 17.28% | |
(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 December 31, 2020, is 1.85% 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 December 31, 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 December 31, 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.
25
SGI U.S. LARGE CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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.
26
SGI U.S. SMALL CAP EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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, 2021 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class I Shares | 19.02% | -2.75% | 5.25% | 6.39% | |
Russell 2000® Index(2) | 47.08% | 10.75% | 14.38% | 15.58% | |
(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 December 31, 2020, are 1.56% and 1.43%, 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 December 31, 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 December 31, 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.
27
SGI U.S. SMALL CAP EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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 U.S. SMALL CAP EQUITY FUND - CLASS A SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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, 2021 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class A Shares (without sales charge) | 18.69% | -2.98% | 5.00% | 6.15% | |
Class A Shares (with sales charge) | 12.50% | -4.70% | 3.87% | 5.11% | |
Russell 2000® Index(2) | 47.08% | 10.75% | 14.38% | 15.58% | |
(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 December 31, 2020, are 1.81% and 1.68%, 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 December 31, 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 December 31, 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
29
SGI U.S. SMALL CAP EQUITY FUND - CLASS A SHARES
Performance Data (Continued)
AUGUST 31, 2021 (UNAUDITED)
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.
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.
30
SGI U.S. SMALL CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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, 2021 | |
| One Year | Three Years | Five Years | Since Inception(1) | |
Class C Shares | 17.74% | -3.72% | 4.19% | 5.34% | |
Russell 2000® Index(2) | 47.08% | 10.75% | 14.38% | 15.58% | |
(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 December 31, 2020, are 2.56% and 2.43%, 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 December 31, 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 December 31, 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.
31
SGI U.S. SMALL CAP EQUITY FUND - CLASS C SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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.
32
SGI GLOBAL EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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, 2011 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, 2021(1) | |
| One Year | Five Years | Ten Years | Since Inception | |
Class I Shares(2) | 17.15% | 10.20% | 10.46% | 15.67% | |
MSCI ACWI Index(3) | 28.64% | 14.29% | 11.27% | 13.30% | |
(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 December 31, 2020, are 1.01% and 0.87%, 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 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)
33
SGI GLOBAL EQUITY FUND - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (UNAUDITED)
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 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 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 27 Emerging Markets (EM) countries. With more than 3,000 constituents, the index covers approximately 85% of the global investable equity opportunity set. It is not possible to invest directly in an index.
34
SGI CONSERVATIVE FUND - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (UNAUDITED)
Comparison of Change in Value of $10,000 Investment in SGI Conservative Fund - Class I Shares
vs. Bloomberg US Aggregate Bond Index (formerly known as the Bloomberg Barclays US Aggregate 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 Bloomberg US Aggregate Bond Index (formerly known as 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, 2021 | |
| One Year | Since Inception(1) | |
Class I Shares | 3.12% | 5.35% | |
Bloomberg US Aggregate Bond Index (formerly known as the Bloomberg Barclays US Aggregate Index)(2) | -0.08% | 1.24% | |
Composite Index(3) | 7.16% | 8.73% | |
(1) | Inception date of the Fund is June 8, 2020. |
(2) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
(3) | The Composite Index is comprised of the Bloomberg US Aggregate Bond Index (formerly known as the Bloomberg Barclays US Aggregate 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 gross and net operating expenses, as stated in the current prospectus dated December 31, 2020, are 16.11% and 1.73%, 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 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
35
SGI CONSERVATIVE FUND - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (UNAUDITED)
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.
The Bloomberg US Aggregate Bond Index (formerly known as the Bloomberg Barclays US Aggregate 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. It is not possible to invest directly in an index.
36
SGI PRUDENT GROWTH FUND - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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, 2021 | |
| One Year | Since Inception(1) | |
Class I Shares | 10.34% | 13.59% | |
S&P 500® Index(2) | 31.17% | 33.44% | |
Composite Index(3) | 17.92% | 19.84% | |
(1) | Inception date of the Fund is June 8, 2020. |
(2) | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
(3) | The Composite Index is comprised of the S&P 500® Index and Bloomberg 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 gross and net operating expenses, as stated in the current prospectus dated December 31, 2020 are 4.08% and 1.81%, 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 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.
37
SGI PRUDENT GROWTH FUND - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (UNAUDITED)
The S&P 500® Index 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.
38
SGI PEAK GROWTH FUND - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (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, 2021 | |
| One Year | Since Inception(1) | |
Class I Shares | 15.45% | 20.90% | |
S&P 500® Index(2) | 31.17% | 33.44% | |
(1) | Inception date of the Fund is June 8, 2020. |
(2) | 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 gross and net operating expenses, as stated in the current prospectus dated December 31, 2020 are 3.70% and 1.88%, 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 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.
The S&P 500® Index 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.
39
SGI SMALL CAP GROWTH FUND (formerly, the Bogle Investment Management Small Cap Growth Fund) - CLASS I SHARES
Performance Data (Continued)
AUGUST 31, 2021 (UNAUDITED)
Comparison of Change in Value of $10,000 Investment in SGI Small Cap Growth Fund
vs. Russell 2000® Index
This chart assumes a hypothetical $10,000 initial investment in the Fund made on August 31, 2011 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, 2021 | |
| One Year | Five Years | Ten Years | Since Inception(1) | |
SGI Small Cap Growth Fund(2) | 44.61% | 14.07% | 13.70% | 11.59% | |
Russell 2000® Index | 47.08% | 14.38% | 13.62% | 9.41% | |
(1) | For the period October 1, 1999 (commencement of operations) through August 31, 2020. |
(2) | As of the close of business on March 15, 2021, Bogle Investment Management, L.P. (“Bogle”), the Fund’s prior investment adviser, resigned and was replaced by Summit Global Investments, LLC (the “Adviser”), and the Fund changed its name to the SGI Small Cap Growth Fund. The performance shown for periods prior to March 15, 2021 represents the performance under the Fund’s previous investment adviser. |
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 net operating expenses, as stated in the current prospectus dated December 31, 2020, as supplemented, are 1.25%, 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 December 31, 2022 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 December 31, 2022 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
40
SGI SMALL CAP GROWTH FUND - CLASS I SHARES
Performance Data (CONCLUDED)
AUGUST 31, 2021 (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.
41
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples
AUGUST 31, 2021 (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, 2021 through August 31, 2021 and held for the entire period.
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, 2021 | Ending Account Value AUGUST 31, 2021 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,163.40 | $ 4.74 | 0.87% | 16.34% |
Class A Shares | 1,000.00 | 1,161.90 | 6.10 | 1.12 | 16.19 |
Class C Shares | 1,000.00 | 1,157.10 | 10.17 | 1.87 | 15.71 |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,020.82 | $ 4.43 | 0.87% | N/A |
Class A Shares | 1,000.00 | 1,019.56 | 5.70 | 1.12 | N/A |
Class C Shares | 1,000.00 | 1,015.78 | 9.50 | 1.87 | N/A |
42
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples (CONTINUED)
AUGUST 31, 2021 (UNAUDITED)
| SGI U.S. Small Cap Equity Fund |
| Beginning Account Value MARCH 1, 2021 | Ending Account Value AUGUST 31, 2021 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,055.90 | $ 6.37 | 1.23% | 5.59% |
Class A Shares | 1,000.00 | 1,054.30 | 7.66 | 1.48 | 5.43 |
Class C Shares | 1,000.00 | 1,050.30 | 11.52 | 2.23 | 5.03 |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,019.00 | $ 6.26 | 1.23% | N/A |
Class A Shares | 1,000.00 | 1,017.74 | 7.53 | 1.48 | N/A |
Class C Shares | 1,000.00 | 1,013.96 | 11.32 | 2.23 | N/A |
| SGI Global Equity Fund |
| Beginning Account Value MARCH 1, 2021 | Ending Account Value AUGUST 31, 2021 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,140.10 | $ 4.53 | 0.84% | 14.01% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,020.97 | $ 4.28 | 0.84% | N/A |
| SGI Conservative Fund |
| Beginning Account Value MARCH 1, 2021 | Ending Account Value AUGUST 31, 2021 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,038.50 | $ 8.73 | 1.70% | 3.85% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,016.64 | $ 8.64 | 1.70% | N/A |
43
SUMMIT GLOBAL INVESTMENTS
Fund Expense Examples (Concluded)
AUGUST 31, 2021 (UNAUDITED)
| SGI Prudent Fund |
| Beginning Account Value MARCH 1, 2021 | Ending Account Value AUGUST 31, 2021 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,081.40 | $ 8.92 | 1.70% | 8.14% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,016.64 | $ 8.64 | 1.70% | N/A |
| SGI Peak Growth Fund |
| Beginning Account Value MARCH 1, 2021 | Ending Account Value AUGUST 31, 2021 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,096.40 | $ 8.98 | 1.70% | 9.64% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,016.64 | $ 8.64 | 1.70% | N/A |
| SGI small cap Growth Fund |
| Beginning Account Value MARCH 1, 2021 | Ending Account Value AUGUST 31, 2021 | Expenses Paid During Period (1) | Annualized Expense Ratio | Actual Six-Month Total Investment Return for the Fund |
Actual | | | | | |
Class I Shares | $ 1,000.00 | $ 1,048.90 | $ 5.89 | 1.14% | 4.89% |
| | | | |
Hypothetical (5% return before expenses) | | | | |
Class I Shares | $ 1,000.00 | $ 1,019.46 | $ 5.80 | 1.14% | N/A |
(1) | Expenses are equal to each Fund’s annualized six-month expense ratio for the period March 1, 2021 to August 31, 2021, 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 365 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. |
44
SGI U.S. LARGE CAP EQUITY FUND
Portfolio Holdings Summary Table
AUGUST 31, 2021 (UNAUDITED)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Software | | | 23.3 | % | | $ | 125,642,799 | |
Retail | | | 11.4 | | | | 61,094,037 | |
Internet | | | 6.2 | | | | 33,564,315 | |
Pharmaceuticals | | | 5.9 | | | | 31,549,271 | |
Computers | | | 4.8 | | | | 25,801,090 | |
Semiconductors | | | 4.2 | | | | 22,610,195 | |
Insurance | | | 4.1 | | | | 22,055,788 | |
Healthcare-Products | | | 4.1 | | | | 21,818,434 | |
Biotechnology | | | 3.0 | | | | 15,945,473 | |
Diversified Financial Services | | | 2.6 | | | | 13,861,315 | |
Media | | | 2.4 | | | | 13,052,127 | |
Healthcare-Services | | | 2.3 | | | | 12,458,598 | |
REITS | | | 2.3 | | | | 12,195,370 | |
Oil & Gas | | | 2.2 | | | | 12,077,688 | |
Commercial Services | | | 2.2 | | | | 11,880,426 | |
Telecommunications | | | 2.2 | | | | 11,680,104 | |
Distribution & Wholesale | | | 2.1 | | | | 11,384,842 | |
Home Builders | | | 2.0 | | | | 10,877,874 | |
Food | | | 1.7 | | | | 9,230,009 | |
Chemicals | | | 1.6 | | | | 8,641,180 | |
Home Furnishings | | | 1.3 | | | | 6,927,789 | |
Environmental Control | | | 1.2 | | | | 6,685,892 | |
Electrical Components & Equipment | | | 0.7 | | | | 3,775,479 | |
Aerospace/Defense | | | 0.7 | | | | 3,706,740 | |
Electric | | | 0.7 | | | | 3,489,246 | |
Banks | | | 0.6 | | | | 3,003,765 | |
Machinery-Diversified | | | 0.5 | | | | 2,762,394 | |
Beverages | | | 0.5 | | | | 2,751,474 | |
Packaging & Containers | | | 0.5 | | | | 2,690,360 | |
Transportation | | | 0.4 | | | | 2,318,814 | |
Electronics | | | 0.4 | | | | 2,242,250 | |
Office/Business Equipment | | | 0.4 | | | | 2,231,246 | |
Water | | | 0.4 | | | | 2,077,650 | |
SHORT-TERM INVESTMENTS | | | 1.1 | | | | 6,149,266 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.0 | | | | 265,557 | |
NET ASSETS | | | 100 | % | | $ | 538,498,857 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
45
SGI U.S. LARGE CAP EQUITY FUND
Portfolio of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
COMMON STOCKS — 98.9% |
Aerospace/Defense — 0.6% |
L3Harris Technologies, Inc. | | | 12,600 | | | $ | 2,935,926 | |
Mercury Systems, Inc.* | | | 15,300 | | | | 770,814 | |
| | | | | | | 3,706,740 | |
Banks — 0.6% |
Bank of America Corp. | | | 36,700 | | | | 1,532,225 | |
JPMorgan Chase & Co. | | | 9,200 | | | | 1,471,540 | |
| | | | | | | 3,003,765 | |
Beverages — 0.5% |
Monster Beverage Corp.* | | | 28,200 | | | | 2,751,474 | |
Biotechnology — 3.0% |
Incyte Corp.* | | | 103,700 | | | | 7,932,013 | |
Regeneron Pharmaceuticals, Inc.* | | | 11,900 | | | | 8,013,460 | |
| | | | | | | 15,945,473 | |
Chemicals — 1.6% |
Air Products & Chemicals, Inc. | | | 9,000 | | | | 2,425,590 | |
Celanese Corp. | | | 17,100 | | | | 2,712,060 | |
Dow, Inc. | | | 55,700 | | | | 3,503,530 | |
| | | | | | | 8,641,180 | |
Commercial Services — 2.3% |
Cintas Corp. | | | 3,800 | | | | 1,503,926 | |
Robert Half International, Inc. | | | 18,800 | | | | 1,943,920 | |
S&P Global, Inc. | | | 19,000 | | | | 8,432,580 | |
| | | | | | | 11,880,426 | |
Computers — 4.8% |
Accenture PLC, Class A, (Ireland) | | | 9,800 | | | | 3,298,288 | |
Apple, Inc. | | | 104,000 | | | | 15,790,320 | |
Fortinet, Inc.* | | | 21,300 | | | | 6,712,482 | |
| | | | | | | 25,801,090 | |
Distribution & Wholesale — 2.1% |
Copart, Inc.* | | | 32,600 | | | | 4,704,832 | |
Fastenal Co. | | | 53,600 | | | | 2,993,560 | |
WW Grainger, Inc. | | | 8,500 | | | | 3,686,450 | |
| | | | | | | 11,384,842 | |
Diversified Financial Services — 2.6% |
Cboe Global Markets, Inc. | | | 93,200 | | | | 11,757,180 | |
SEI Investments Co. | | | 33,500 | | | | 2,104,135 | |
| | | | | | | 13,861,315 | |
Electric — 0.6% |
Alliant Energy Corp. | | | 18,600 | | | | 1,130,694 | |
Dominion Resources, Inc. | | | 30,300 | | | | 2,358,552 | |
| | | | | | | 3,489,246 | |
Electrical Components & Equipment — 0.7% |
Universal Display Corp. | | | 18,100 | | | | 3,775,479 | |
Electronics — 0.4% |
Keysight Technologies, Inc.* | | | 12,500 | | | $ | 2,242,250 | |
Environmental Control — 1.3% |
Republic Services, Inc. | | | 15,500 | | | | 1,924,015 | |
Waste Management, Inc. | | | 30,700 | | | | 4,761,877 | |
| | | | | | | 6,685,892 | |
Food — 1.7% |
Flowers Foods, Inc. | | | 108,900 | | | | 2,627,757 | |
Hershey Co., (The) | | | 14,500 | | | | 2,576,650 | |
Hormel Foods Corp. | | | 36,800 | | | | 1,675,872 | |
J M Smucker Co., (The) | | | 19,000 | | | | 2,349,730 | |
| | | | | | | 9,230,009 | |
Healthcare-Products — 4.1% |
ICU Medical, Inc.* | | | 7,600 | | | | 1,515,060 | |
IDEXX Laboratories, Inc.* | | | 22,700 | | | | 15,294,352 | |
Masimo Corp.* | | | 8,600 | | | | 2,335,244 | |
QIAGEN NV* | | | 47,900 | | | | 2,673,778 | |
| | | | | | | 21,818,434 | |
Healthcare-Services — 2.3% |
Chemed Corp. | | | 16,100 | | | | 7,674,870 | |
Encompass Health Corp. | | | 12,400 | | | | 972,780 | |
Humana, Inc. | | | 9,400 | | | | 3,810,948 | |
| | | | | | | 12,458,598 | |
Home Builders — 2.0% |
NVR, Inc.* | | | 2,100 | | | | 10,877,874 | |
Home Furnishings — 1.3% |
Dolby Laboratories, Inc., Class A | | | 69,900 | | | | 6,927,789 | |
Insurance — 4.0% |
Allstate Corp., (The) | | | 9,500 | | | | 1,285,160 | |
Assurant, Inc. | | | 8,300 | | | | 1,411,913 | |
Everest Re Group, Ltd. | | | 24,300 | | | | 6,437,070 | |
Fidelity National Financial, Inc. | | | 59,600 | | | | 2,910,268 | |
First American Financial Corp. | | | 126,100 | | | | 8,893,833 | |
Progressive Corp., (The) | | | 11,600 | | | | 1,117,544 | |
| | | | | | | 22,055,788 | |
Internet — 6.2% |
Alphabet, Inc., Class A* | | | 400 | | | | 1,157,580 | |
Amazon.com, Inc.* | | | 5,800 | | | | 20,130,582 | |
Etsy, Inc.* | | | 21,200 | | | | 4,584,712 | |
F5 Networks, Inc.* | | | 11,500 | | | | 2,341,055 | |
Netflix, Inc.* | | | 9,400 | | | | 5,350,386 | |
| | | | | | | 33,564,315 | |
Machinery-Diversified — 0.5% |
Middleby Corp., (The)* | | | 15,100 | | | | 2,762,394 | |
The accompanying notes are an integral part of the financial statements.
46
SGI U.S. LARGE CAP EQUITY FUND
Portfolio of Investments (CONCLUDED)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Media — 2.4% |
Cable One, Inc. | | | 4,400 | | | $ | 9,238,196 | |
New York Times Co., (The), Class A | | | 23,900 | | | | 1,213,642 | |
World Wrestling Entertainment, Inc., Class A | | | 49,900 | | | | 2,600,289 | |
| | | | | | | 13,052,127 | |
Office/Business Equipment — 0.4% |
Zebra Technologies Corp., Class A* | | | 3,800 | | | | 2,231,246 | |
Oil & Gas — 2.3% |
Chevron Corp. | | | 49,400 | | | | 4,780,438 | |
Exxon Mobil Corp. | | | 83,100 | | | | 4,530,612 | |
Pioneer Natural Resources Co. | | | 9,400 | | | | 1,406,898 | |
Texas Pacific Land Corp. | | | 1,000 | | | | 1,359,740 | |
| | | | | | | 12,077,688 | |
Packaging & Containers — 0.5% |
Sonoco Products Co. | | | 41,200 | | | | 2,690,360 | |
Pharmaceuticals — 5.8% |
AbbVie, Inc. | | | 17,900 | | | | 2,161,962 | |
Bristol-Myers Squibb Co. | | | 14,700 | | | | 982,842 | |
Jazz Pharmaceuticals PLC, (Ireland)* | | | 49,900 | | | | 6,572,329 | |
Merck & Co., Inc. | | | 42,700 | | | | 3,257,583 | |
Neurocrine Biosciences, Inc.* | | | 24,800 | | | | 2,360,960 | |
Pfizer, Inc. | | | 131,700 | | | | 6,067,419 | |
Zoetis, Inc. | | | 49,600 | | | | 10,146,176 | |
| | | | | | | 31,549,271 | |
REITS — 2.3% |
American Homes 4 Rent, Class A | | | 100,400 | | | | 4,210,776 | |
AvalonBay Communities, Inc. | | | 6,200 | | | | 1,423,396 | |
Douglas Emmett, Inc. | | | 46,800 | | | | 1,544,868 | |
Rexford Industrial Realty, Inc. | | | 81,000 | | | | 5,016,330 | |
| | | | | | | 12,195,370 | |
Retail — 11.4% |
Best Buy Co., Inc. | | | 98,000 | | | | 11,417,980 | |
Costco Wholesale Corp. | | | 7,200 | | | | 3,279,528 | |
Dollar General Corp. | | | 19,600 | | | | 4,369,036 | |
Lululemon Athletica, Inc.* | | | 15,700 | | | | 6,282,669 | |
Nu Skin Enterprises, Inc., Class A | | | 41,800 | | | | 2,115,916 | |
Target Corp. | | | 69,600 | | | | 17,189,808 | |
Wal-Mart Stores, Inc. | | | 111,000 | | | | 16,439,100 | |
| | | | | | | 61,094,037 | |
Semiconductors — 4.2% |
Advanced Micro Devices, Inc.* | | | 116,200 | | | | 12,865,664 | |
Cirrus Logic, Inc.* | | | 12,300 | | | | 1,029,141 | |
Intel Corp. | | | 80,700 | | | | 4,362,642 | |
Texas Instruments, Inc. | | | 22,800 | | | | 4,352,748 | |
| | | | | | | 22,610,195 | |
Software — 23.4% |
Adobe Systems, Inc.* | | | 29,600 | | | $ | 19,645,520 | |
Cadence Design Systems, Inc.* | | | 9,600 | | | | 1,569,408 | |
Cerner Corp. | | | 115,600 | | | | 8,826,060 | |
Dropbox, Inc., Class A* | | | 219,300 | | | | 6,954,003 | |
Electronic Arts, Inc. | | | 21,300 | | | | 3,092,973 | |
Fiserv, Inc.* | | | 38,800 | | | | 4,570,252 | |
Intuit, Inc. | | | 38,600 | | | | 21,851,845 | |
Microsoft Corp. | | | 67,700 | | | | 20,437,276 | |
Paycom Software, Inc.* | | | 21,100 | | | | 10,315,790 | |
ServiceNow, Inc.* | | | 6,200 | | | | 3,990,568 | |
Synopsys, Inc.* | | | 5,300 | | | | 1,760,872 | |
Take-Two Interactive Software, Inc.* | | | 85,100 | | | | 13,719,822 | |
Zynga, Inc., Class A* | | | 1,006,600 | | | | 8,908,410 | |
| | | | | | | 125,642,799 | |
Telecommunications — 2.2% |
Cisco Systems, Inc. | | | 65,200 | | | | 3,848,104 | |
Verizon Communications, Inc. | | | 142,400 | | | | 7,832,000 | |
| | | | | | | 11,680,104 | |
Transportation — 0.4% |
Landstar System, Inc. | | | 13,800 | | | | 2,318,814 | |
Water — 0.4% |
American Water Works Co., Inc. | | | 11,400 | | | | 2,077,650 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $396,260,630) | | | | | | | 532,084,034 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.1% |
U.S. Bank Money Market Deposit Account, 0.01% (a) | | | 6,149,266 | | | | 6,149,266 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $6,149,266) | | | | | | | 6,149,266 | |
TOTAL INVESTMENTS — 100.0% | | | | | | | | |
(Cost $402,409,896) | | | | | | | 538,233,300 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.0% | | | | | | | 265,557 | |
NET ASSETS — 100.0% | | | | | | $ | 538,498,857 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2021. |
PLC Public Limited Company
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
47
SGI U.S. SMALL CAP EQUITY FUND
Portfolio Holdings Summary Table
AUGUST 31, 2021 (UNAUDITED)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Pharmaceuticals | | | 8.7 | % | | $ | 2,912,399 | |
Diversified Financial Services | | | 7.2 | | | | 2,417,028 | |
Retail | | | 6.1 | | | | 2,038,316 | |
REITS | | | 6.0 | | | | 2,007,150 | |
Commercial Services | | | 5.5 | | | | 1,862,928 | |
Healthcare-Products | | | 5.1 | | | | 1,712,017 | |
Transportation | | | 4.5 | | | | 1,496,672 | |
Internet | | | 4.0 | | | | 1,331,673 | |
Food | | | 3.8 | | | | 1,285,356 | |
Water | | | 3.8 | | | | 1,262,894 | |
Banks | | | 3.6 | | | | 1,227,099 | |
Insurance | | | 3.3 | | | | 1,116,000 | |
Household Products/Wares | | | 3.1 | | | | 1,049,160 | |
Software | | | 3.0 | | | | 1,011,374 | |
Healthcare-Services | | | 3.0 | | | | 1,006,364 | |
Chemicals | | | 2.8 | | | | 929,380 | |
Building Materials | | | 2.4 | | | | 803,585 | |
Oil & Gas Services | | | 2.2 | | | | 740,119 | |
Oil & Gas | | | 2.2 | | | | 733,289 | |
Packaging & Containers | | | 2.1 | | | | 703,030 | |
Electronics | | | 2.1 | | | | 694,295 | |
Computers | | | 1.8 | | | | 618,018 | |
Auto Parts & Equipment | | | 1.6 | | | | 555,701 | |
Leisure Time | | | 1.6 | | | | 539,386 | |
Textiles | | | 1.5 | | | | 503,954 | |
Electric | | | 1.1 | | | | 366,155 | |
Telecommunications | | | 1.0 | | | | 342,858 | |
Gas | | | 1.0 | | | | 339,820 | |
Airlines | | | 0.6 | | | | 195,110 | |
Media | | | 0.5 | | | | 171,963 | |
Machinery-Diversified | | | 0.5 | | | | 164,750 | |
Miscellaneous Manufacturing | | | 0.5 | | | | 164,197 | |
Biotechnology | | | 0.5 | | | | 163,548 | |
Metal Fabricate/Hardware | | | 0.4 | | | | 149,930 | |
Semiconductors | | | 0.4 | | | | 133,144 | |
Savings & Loans | | | 0.3 | | | | 105,456 | |
Home Builders | | | 0.2 | | | | 74,844 | |
SHORT-TERM INVESTMENTS | | | 1.9 | | | | 635,997 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 0.1 | | | | 39,263 | |
NET ASSETS | | | 100 | % | | $ | 33,604,222 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
48
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
COMMON STOCKS — 98.0% |
Airlines — 0.6% |
Alaska Air Group, Inc.* | | | 1,100 | | | $ | 63,074 | |
Hawaiian Holdings, Inc.* | | | 3,300 | | | | 66,726 | |
SkyWest, Inc.* | | | 1,400 | | | | 65,310 | |
| | | | | | | 195,110 | |
Auto Parts & Equipment — 1.6% |
Commercial Vehicle Group, Inc.* | | | 10,900 | | | | 114,559 | |
Dorman Products, Inc.* | | | 4,700 | | | | 441,142 | |
| | | | | | | 555,701 | |
Banks — 3.6% |
First Financial Corp. | | | 4,090 | | | | 165,359 | |
German American Bancorp, Inc. | | | 3,100 | | | | 115,816 | |
Great Southern Bancorp, Inc. | | | 1,900 | | | | 103,493 | |
Lakeland Financial Corp. | | | 4,400 | | | | 292,204 | |
Nicolet Bankshares, Inc.* | | | 2,300 | | | | 175,743 | |
Westamerica BanCorp | | | 6,600 | | | | 374,484 | |
| | | | | | | 1,227,099 | |
Biotechnology — 0.5% |
Radius Health, Inc.* | | | 11,800 | | | | 163,548 | |
Building Materials — 2.4% |
AAON, Inc. | | | 3,900 | | | | 265,629 | |
AZEK Co., Inc., (The)* | | | 8,400 | | | | 356,916 | |
Simpson Manufacturing Co., Inc. | | | 1,600 | | | | 181,040 | |
| | | | | | | 803,585 | |
Chemicals — 2.8% |
Balchem Corp. | | | 5,000 | | | | 702,100 | |
Hawkins, Inc. | | | 6,000 | | | | 227,280 | |
| | | | | | | 929,380 | |
Commercial Services — 5.5% |
Alarm.com Holdings, Inc.* | | | 2,100 | | | | 177,093 | |
Dun & Bradstreet Holdings, Inc.* | | | 12,900 | | | | 236,457 | |
FTI Consulting, Inc.* | | | 5,600 | | | | 782,376 | |
ICF International, Inc. | | | 4,300 | | | | 402,738 | |
Transcat, Inc.* | | | 3,900 | | | | 264,264 | |
| | | | | | | 1,862,928 | |
Computers — 1.8% |
Maximus, Inc. | | | 3,500 | | | | 304,815 | |
Rapid7, Inc.* | | | 1,500 | | | | 182,280 | |
Vocera Communications, Inc.* | | | 2,700 | | | | 130,923 | |
| | | | | | | 618,018 | |
Diversified Financial Services — 7.2% |
Houlihan Lokey, Inc. | | | 13,200 | | | | 1,190,640 | |
International Money Express, Inc.* | | | 10,800 | | | | 196,992 | |
PJT Partners, Inc., Class A | | | 4,200 | | | | 331,716 | |
Virtu Financial, Inc., Class A | | | 28,500 | | | | 697,680 | |
| | | | | | | 2,417,028 | |
Electric — 1.1% |
Avangrid, Inc. | | | 6,700 | | | $ | 366,155 | |
Electronics — 2.1% |
OSI Systems, Inc.* | | | 4,500 | | | | 445,230 | |
TTM Technologies, Inc.* | | | 4,600 | | | | 64,400 | |
Turtle Beach Corp.* | | | 6,500 | | | | 184,665 | |
| | | | | | | 694,295 | |
Food — 3.8% |
Flowers Foods, Inc. | | | 25,200 | | | | 608,076 | |
Sprouts Farmers Market, Inc.* | | | 27,200 | | | | 677,280 | |
| | | | | | | 1,285,356 | |
Gas — 1.0% |
Chesapeake Utilities Corp. | | | 2,600 | | | | 339,820 | |
Healthcare-Products — 5.1% |
Cardiovascular Systems, Inc.* | | | 5,100 | | | | 182,529 | |
Globus Medical, Inc., Class A* | | | 3,400 | | | | 277,440 | |
Inari Medical, Inc.* | | | 3,400 | | | | 278,324 | |
InfuSystem Holdings, Inc.* | | | 3,400 | | | | 48,450 | |
Omnicell, Inc.* | | | 1,800 | | | | 279,486 | |
Repligen Corp.* | | | 1,900 | | | | 537,662 | |
Surmodics, Inc.* | | | 1,800 | | | | 108,126 | |
| | | | | | | 1,712,017 | |
Healthcare-Services — 3.0% |
Amedisys, Inc.* | | | 4,400 | | | | 807,180 | |
Aveanna Healthcare Holdings, Inc.* | | | 21,100 | | | | 199,184 | |
| | | | | | | 1,006,364 | |
Home Builders — 0.2% |
Forestar Group, Inc.* | | | 3,600 | | | | 74,844 | |
Household Products/Wares — 3.1% |
Helen of Troy, Ltd.* | | | 2,400 | | | | 574,056 | |
Reynolds Consumer Products, Inc. | | | 16,800 | | | | 475,104 | |
| | | | | | | 1,049,160 | |
Insurance — 3.4% |
Employers Holdings, Inc. | | | 8,300 | | | | 341,711 | |
Erie Indemnity Co., Class A | | | 2,200 | | | | 389,598 | |
Hanover Insurance Group Inc., (The) | | | 1,300 | | | | 183,703 | |
HCI Group, Inc. | | | 1,800 | | | | 200,988 | |
| | | | | | | 1,116,000 | |
Internet — 3.9% |
HealthStream, Inc.* | | | 14,500 | | | | 440,655 | |
Mimecast, Ltd.* | | | 9,300 | | | | 649,233 | |
QuinStreet, Inc.* | | | 13,500 | | | | 241,785 | |
| | | | | | | 1,331,673 | |
The accompanying notes are an integral part of the financial statements.
49
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Leisure Time — 1.6% |
Clarus Corp. | | | 8,000 | | | $ | 216,720 | |
Johnson Outdoors, Inc., Class A | | | 1,400 | | | | 160,706 | |
OneWater Marine, Inc., Class A | | | 4,000 | | | | 161,960 | |
| | | | | | | 539,386 | |
Machinery-Diversified — 0.5% |
Lindsay Corp. | | | 1,000 | | | | 164,750 | |
Media — 0.5% |
World Wrestling Entertainment, Inc., Class A | | | 3,300 | | | | 171,963 | |
Metal Fabricate/Hardware — 0.4% |
Olympic Steel, Inc. | | | 5,500 | | | | 149,930 | |
Miscellaneous Manufacturing — 0.5% |
American Outdoor Brands, Inc.* | | | 5,900 | | | | 164,197 | |
Oil & Gas — 2.2% |
CNX Resources Corp.* | | | 9,200 | | | | 104,512 | |
Denbury, Inc.* | | | 3,400 | | | | 239,122 | |
Oasis Petroleum, Inc. | | | 4,500 | | | | 389,655 | |
| | | | | | | 733,289 | |
Oil & Gas Services — 2.2% |
DMC Global, Inc.* | | | 11,700 | | | | 469,989 | |
National Energy Services Reunited Corp.* | | | 23,800 | | | | 270,130 | |
| | | | | | | 740,119 | |
Packaging & Containers — 2.1% |
Silgan Holdings, Inc. | | | 13,600 | | | | 577,048 | |
UFP Technologies, Inc.* | | | 1,800 | | | | 125,982 | |
| | | | | | | 703,030 | |
Pharmaceuticals — 8.7% |
Amphastar Pharmaceuticals, Inc.* | | | 20,600 | | | | 404,996 | |
Collegium Pharmaceutical, Inc.* | | | 9,900 | | | | 203,247 | |
Eagle Pharmaceuticals, Inc.* | | | 11,600 | | | | 619,092 | |
Pacira BioSciences, Inc.* | | | 3,000 | | | | 177,870 | |
Premier, Inc., Class A | | | 12,300 | | | | 457,314 | |
Prestige Brands Holdings, Inc.* | | | 11,700 | | | | 671,463 | |
USANA Health Sciences, Inc.* | | | 3,900 | | | | 378,417 | |
| | | | | | | 2,912,399 | |
REITS — 6.0% |
Easterly Government Properties, Inc. | | | 10,900 | | | | 232,933 | |
Equity Commonwealth | | | 21,800 | | | | 574,212 | |
Life Storage, Inc. | | | 8,200 | | | | 1,020,408 | |
Rexford Industrial Realty, Inc. | | | 2,900 | | | | 179,597 | |
| | | | | | | 2,007,150 | |
Retail — 6.1% |
BlueLinx Holdings, Inc.* | | | 3,400 | | | $ | 195,704 | |
Freshpet, Inc.* | | | 3,200 | | | | 410,048 | |
Haverty Furniture Cos., Inc. | | | 10,700 | | | | 381,241 | |
MSC Industrial Direct Co., Inc., Class A | | | 1,500 | | | | 126,315 | |
Murphy USA, Inc. | | | 5,300 | | | | 822,984 | |
Papa John’s International, Inc. | | | 800 | | | | 102,024 | |
| | | | | | | 2,038,316 | |
Savings & Loans — 0.3% |
Waterstone Financial, Inc. | | | 5,200 | | | | 105,456 | |
Semiconductors — 0.4% |
EMCORE Corp.* | | | 17,800 | | | | 133,144 | |
Software — 3.1% |
Appfolio, Inc., Class A* | | | 1,700 | | | | 200,770 | |
CSG Systems International, Inc. | | | 5,000 | | | | 241,050 | |
ManTech International Corp., Class A | | | 1,900 | | | | 150,423 | |
Progress Software Corp. | | | 5,800 | | | | 270,048 | |
SPS Commerce, Inc.* | | | 1,100 | | | | 149,083 | |
| | | | | | | 1,011,374 | |
Telecommunications — 1.0% |
Ooma, Inc.* | | | 9,300 | | | | 176,700 | |
Viavi Solutions, Inc.* | | | 10,200 | | | | 166,158 | |
| | | | | | | 342,858 | |
Textiles — 1.5% |
UniFirst Corp. | | | 2,200 | | | | 503,954 | |
Transportation — 4.4% |
Heartland Express, Inc. | | | 16,400 | | | | 275,192 | |
Landstar System, Inc. | | | 1,600 | | | | 268,848 | |
Werner Enterprises, Inc. | | | 20,200 | | | | 952,632 | |
| | | | | | | 1,496,672 | |
Water — 3.8% |
American States Water Co. | | | 5,500 | | | | 507,155 | |
California Water Service Group | | | 4,489 | | | | 285,276 | |
Middlesex Water Co. | | | 4,300 | | | | 470,463 | |
| | | | | | | 1,262,894 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $27,530,421) | | | | | | | 32,928,962 | |
The accompanying notes are an integral part of the financial statements.
50
SGI U.S. SMALL CAP EQUITY FUND
Portfolio of Investments (Concluded)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
SHORT-TERM INVESTMENTS — 1.9% |
U.S. Bank Money Market Deposit Account, 0.01%(a) | | | 635,997 | | | $ | 635,997 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $635,997) | | | | | | | 635,997 | |
TOTAL INVESTMENTS — 99.9% | | | | | | | | |
(Cost $28,166,418) | | | | | | | 33,564,959 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 0.1% | | | | | | | 39,263 | |
NET ASSETS — 100.0% | | | | | | $ | 33,604,222 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2021. |
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
51
SGI GLOBAL EQUITY FUND
Portfolio Holdings Summary Table
AUGUST 31, 2021 (UNAUDITED)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Banks | | | 13.9 | % | | $ | 15,562,869 | |
Software | | | 10.9 | | | | 12,217,065 | |
Pharmaceuticals | | | 9.7 | | | | 10,905,878 | |
Internet | | | 7.7 | | | | 8,593,187 | |
Retail | | | 6.5 | | | | 7,272,912 | |
Diversified Financial Services | | | 5.3 | | | | 5,995,430 | |
Electric | | | 4.4 | | | | 4,911,802 | |
Telecommunications | | | 4.0 | | | | 4,476,210 | |
Semiconductors | | | 3.8 | | | | 4,238,976 | |
Home Furnishings | | | 3.6 | | | | 3,998,518 | |
Computers | | | 3.3 | | | | 3,644,197 | |
Oil & Gas | | | 3.2 | | | | 3,550,689 | |
Biotechnology | | | 2.8 | | | | 3,163,680 | |
REITS | | | 1.9 | | | | 2,149,341 | |
Healthcare-Products | | | 1.8 | | | | 2,048,807 | |
Auto Manufacturers | | | 1.8 | | | | 2,006,238 | |
Food | | | 1.6 | | | | 1,755,025 | |
Media | | | 1.6 | | | | 1,752,900 | |
Chemicals | | | 1.5 | | | | 1,666,939 | |
Cosmetics & Personal Care | | | 1.2 | | | | 1,381,183 | |
Apparel | | | 1.0 | | | | 1,153,180 | |
Machinery-Diversified | | | 1.0 | | | | 1,126,267 | |
Aerospace/Defense | | | 0.9 | | | | 1,007,440 | |
Building Materials | | | 0.8 | | | | 927,520 | |
Insurance | | | 0.7 | | | | 770,514 | |
Office/Business Equipment | | | 0.6 | | | | 642,870 | |
Pipelines | | | 0.5 | | | | 594,728 | |
Auto Parts & Equipment | | | 0.4 | | | | 397,320 | |
Mining | | | 0.3 | | | | 363,022 | |
Beverages | | | 0.3 | | | | 328,419 | |
EXCHANGE-TRADED FUNDS: | | | | | | | | |
Exchange-Traded Funds | | | 1.5 | | | | 1,687,292 | |
SHORT-TERM INVESTMENTS | | | 1.6 | | | | 1,847,678 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.1 | ) | | | (103,202 | ) |
NET ASSETS | | | 100.0 | % | | $ | 112,034,894 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
52
SGI GLOBAL EQUITY FUND
Portfolio of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
COMMON STOCKS — 97.0% |
Aerospace/Defense — 0.9% |
Lockheed Martin Corp. | | | 2,800 | | | $ | 1,007,440 | |
Apparel — 1.0% |
NIKE, Inc., Class B | | | 7,000 | | | | 1,153,180 | |
Auto Manufacturers — 1.8% |
Honda Motor Co., Ltd., (Japan) SP ADR | | | 66,300 | | | | 2,006,238 | |
Auto Parts & Equipment — 0.4% |
Gentex Corp. | | | 12,900 | | | | 397,320 | |
Banks — 13.9% |
Bank of America Corp. | | | 50,100 | | | | 2,091,675 | |
Bank of Montreal, (Canada) | | | 11,000 | | | | 1,094,720 | |
Bank of Nova Scotia, (The) | | | 9,900 | | | | 612,909 | |
Canadian Imperial Bank of Commerce, (Canada) | | | 6,900 | | | | 793,569 | |
JPMorgan Chase & Co. | | | 12,900 | | | | 2,063,355 | |
Royal Bank of Canada, (Canada) | | | 38,900 | | | | 3,997,364 | |
Shinhan Financial Group Co., Ltd., (South Korea) ADR | | | 28,900 | | | | 960,925 | |
Toronto-Dominion Bank, (The), (Canada) | | | 60,800 | | | | 3,948,352 | |
| | | | | | | 15,562,869 | |
Beverages — 0.3% |
PepsiCo, Inc. | | | 2,100 | | | | 328,419 | |
Biotechnology — 2.8% |
Blueprint Medicines Corp.* | | | 13,300 | | | | 1,240,491 | |
Incyte Corp.* | | | 18,100 | | | | 1,384,469 | |
Regeneron Pharmaceuticals, Inc.* | | | 800 | | | | 538,720 | |
| | | | | | | 3,163,680 | |
Building Materials — 0.8% |
Johnson Controls International PLC, (Ireland) | | | 12,400 | | | | 927,520 | |
Chemicals — 1.5% |
Air Products & Chemicals, Inc. | | | 2,800 | | | | 754,628 | |
Linde PLC, (Ireland) | | | 2,900 | | | | 912,311 | |
| | | | | | | 1,666,939 | |
Computers — 3.2% |
Apple, Inc. | | | 14,900 | | | | 2,262,267 | |
Check Point Software Technologies Ltd., (Israel)* | | | 11,000 | | | | 1,381,930 | |
| | | | | | | 3,644,197 | |
Cosmetics & Personal Care — 1.2% |
Procter & Gamble Co., (The) | | | 9,700 | | | | 1,381,183 | |
Diversified Financial Services — 5.3% |
Cboe Global Markets, Inc. | | | 2,700 | | | $ | 340,605 | |
Houlihan Lokey, Inc. | | | 13,500 | | | | 1,217,700 | |
ORIX Corp., (Japan) SP ADR | | | 18,900 | | | | 1,770,741 | |
SLM Corp. | | | 104,000 | | | | 1,950,000 | |
T Rowe Price Group, Inc. | | | 3,200 | | | | 716,384 | |
| | | | | | | 5,995,430 | |
Electric — 4.4% |
Algonquin Power & Utilities Corp., (Canada) | | | 66,100 | | | | 1,026,533 | |
Duke Energy Corp. | | | 20,200 | | | | 2,114,132 | |
Fortis, Inc., (Canada) | | | 24,100 | | | | 1,104,262 | |
Xcel Energy, Inc. | | | 9,700 | | | | 666,875 | |
| | | | | | | 4,911,802 | |
Food — 1.6% |
General Mills, Inc. | | | 9,700 | | | | 560,757 | |
Kellogg Co. | | | 9,000 | | | | 568,260 | |
Kroger Co., (The) | | | 13,600 | | | | 626,008 | |
| | | | | | | 1,755,025 | |
Healthcare-Products — 1.8% |
Medtronic PLC, (Ireland) | | | 11,000 | | | | 1,468,280 | |
STERIS PLC, (Ireland) | | | 2,700 | | | | 580,527 | |
| | | | | | | 2,048,807 | |
Home Furnishings — 3.6% |
Dolby Laboratories, Inc., Class A | | | 27,400 | | | | 2,715,614 | |
Sony Group Corp., (Japan) SP ADR | | | 12,400 | | | | 1,282,904 | |
| | | | | | | 3,998,518 | |
Insurance — 0.7% |
China Life Insurance Co., Ltd., (China) ADR | | | 21,200 | | | | 178,292 | |
Chubb Ltd., (Switzerland) | | | 3,220 | | | | 592,222 | |
| | | | | | | 770,514 | |
Internet — 7.7% |
Alphabet, Inc., Class C* | | | 1,200 | | | | 3,491,088 | |
Amazon.com, Inc.* | | | 1,100 | | | | 3,817,869 | |
Yandex NV, Class A (Russia)* | | | 16,700 | | | | 1,284,230 | |
| | | | | | | 8,593,187 | |
Machinery-Diversified — 1.0% |
CNH Industrial NV, (Netherlands) | | | 68,300 | | | | 1,126,267 | |
Media — 1.6% |
Thomson Reuters Corp., (Canada) | | | 15,000 | | | | 1,752,900 | |
Mining — 0.3% |
Southern Copper Corp. | | | 5,800 | | | | 363,022 | |
The accompanying notes are an integral part of the financial statements.
53
SGI GLOBAL EQUITY FUND
Portfolio of Investments (Concluded)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Office/Business Equipment — 0.6% |
Canon, Inc., (Japan) SP ADR | | | 27,000 | | | $ | 642,870 | |
Oil & Gas — 3.2% |
Chevron Corp. | | | 7,200 | | | | 696,744 | |
China Petroleum & Chemical Corp., (China) ADR | | | 14,400 | | | | 691,056 | |
Exxon Mobil Corp. | | | 15,800 | | | | 861,416 | |
PetroChina Co., Ltd., (China) ADR | | | 20,500 | | | | 894,005 | |
TOTAL SE, (France) SP ADR | | | 9,200 | | | | 407,468 | |
| | | | | | | 3,550,689 | |
Pharmaceuticals — 9.8% |
CVS Health Corp. | | | 12,500 | | | | 1,079,875 | |
GlaxoSmithKline PLC, (United Kingdom) SP ADR | | | 27,500 | | | | 1,120,350 | |
Merck & Co., Inc. | | | 12,300 | | | | 938,367 | |
Novartis AG, (Switzerland) SP ADR | | | 15,500 | | | | 1,432,045 | |
Novo Nordisk, (Denmark) SP ADR | | | 26,300 | | | | 2,629,211 | |
Sanofi, (France) ADR | | | 33,670 | | | | 1,743,433 | |
Takeda Pharmaceutical Co., Ltd., (Japan) SP ADR | | | 118,300 | | | | 1,962,597 | |
| | | | | | | 10,905,878 | |
Pipelines — 0.5% |
Cheniere Energy, Inc.* | | | 6,800 | | | | 594,728 | |
REITS — 1.9% |
American Homes 4 Rent, Class A | | | 35,900 | | | | 1,505,646 | |
Digital Realty Trust, Inc. | | | 1,800 | | | | 295,038 | |
VEREIT, Inc. | | | 6,900 | | | | 348,657 | |
| | | | | | | 2,149,341 | |
Retail — 6.5% |
Costco Wholesale Corp. | | | 4,800 | | | | 2,186,352 | |
Dollar General Corp. | | | 8,200 | | | | 1,827,862 | |
Starbucks Corp. | | | 3,200 | | | | 375,968 | |
Target Corp. | | | 4,800 | | | | 1,185,504 | |
Wal-Mart Stores, Inc. | | | 11,460 | | | | 1,697,226 | |
| | | | | | | 7,272,912 | |
Semiconductors — 3.8% |
QUALCOMM, Inc. | | | 1,800 | | | | 264,042 | |
Taiwan Semiconductor Manufacturing Co., Ltd., (China) SP ADR | | | 33,400 | | | | 3,974,934 | |
| | | | | | | 4,238,976 | |
Software — 10.9% |
Adobe Systems, Inc.* | | | 4,800 | | | $ | 3,185,760 | |
Electronic Arts, Inc. | | | 3,200 | | | | 464,672 | |
Microsoft Corp. | | | 14,100 | | | | 4,256,508 | |
Salesforce.com, Inc.* | | | 6,300 | | | | 1,671,201 | |
ServiceNow, Inc.* | | | 4,100 | | | | 2,638,924 | |
| | | | | | | 12,217,065 | |
Telecommunications — 4.0% |
Chunghwa Telecom Co., Ltd., (China) SP ADR | | | 49,800 | | | | 2,034,330 | |
Nice Ltd., (Isreal) SP ADR | | | 8,400 | | | | 2,441,880 | |
| | | | | | | 4,476,210 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $92,105,118) | | | | | | | 108,603,126 | |
| | | | | | | | |
EXCHANGE-TRADED FUNDS — 1.5% |
Exchange-Traded Funds — 1.5% |
iShares MSCI ACWI ETF | | | 8,100 | | | | 845,073 | |
Vanguard Total World Stock ETF | | | 7,900 | | | | 842,219 | |
| | | | | | | 1,687,292 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $1,672,068) | | | | | | | 1,687,292 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.6% |
U.S. Bank Money Market Deposit Account, 0.01% (a) | | | 1,847,678 | | | | 1,847,678 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $1,847,678) | | | | | | | 1,847,678 | |
TOTAL INVESTMENTS — 100.1% | | | | | | | | |
(Cost $95,624,864) | | | | | | | 112,138,096 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.1)% | | | | | | | (103,202 | ) |
NET ASSETS — 100.0% | | | | | | $ | 112,034,894 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2021. |
ADR American Depositary Receipt
PLC Public Limited Company
REIT Real Estate Investment Trust
SP ADR Sponsored ADR
The accompanying notes are an integral part of the financial statements.
54
SGI CONSERVATIVE FUND
Portfolio Holdings Summary Table
AUGUST 31, 2021 (UNAUDITED)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS | | | 89.2 | % | | $ | 1,245,380 | |
MUTUAL FUNDS | | | 9.8 | | | | 136,202 | |
SHORT-TERM INVESTMENTS | | | 2.3 | | | | 32,475 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (1.3 | ) | | | (17,585 | ) |
NET ASSETS | | | 100 | % | | $ | 1,396,472 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
55
SGI CONSERVATIVE FUND
Portfolio of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
EXCHANGE-TRADED FUNDS — 89.2% |
Exchange-Traded Funds — 89.2% |
Invesco QQQ Trust Series 1 | | | 160 | | | $ | 60,792 | |
iShares Core 1-5 Year USD Bond ETF | | | 3,850 | | | | 197,544 | |
iShares Core MSCI EAFE ETF | | | 420 | | | | 32,235 | |
iShares Core S&P Small-Cap ETF | | | 340 | | | | 38,206 | |
iShares Core U.S. Aggregate Bond ETF | | | 6,490 | | | | 753,229 | |
iShares Edge MSCI Min Vol USA ETF | | | 210 | | | | 16,306 | |
iShares MSCI USA Momentum Factor ETF | | | 330 | | | | 60,139 | |
iShares MSCI USA Quality Factor ETF | | | 120 | | | | 16,950 | |
iShares TIPS Bond ETF | | | 540 | | | | 69,979 | |
| | | | | | | 1,245,380 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $1,228,540) | | | | | | | 1,245,380 | |
| | | | | | | | |
MUTUAL FUNDS — 9.8% |
Mutual Funds — 9.8% |
SGI Global Equity Fund, Class I | | | 1,485 | | | | 56,913 | |
SGI Small Cap Growth Fund, Class I | | | 377 | | | | 14,581 | |
SGI US Large Cap Equity Fund, Class I | | | 2,788 | | | | 64,708 | |
| | | | | | | 136,202 | |
TOTAL MUTUAL FUNDS | | | | | | | | |
(Cost $117,069) | | | | | | | 136,202 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 2.3% |
U.S. Bank Money Market Deposit Account, 0.01% (a) | | | 32,475 | | | | 32,475 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $32,475) | | | | | | | 32,475 | |
TOTAL INVESTMENTS — 101.3% | | | | | | | | |
(Cost $1,378,084) | | | | | | | 1,414,057 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (1.3)% | | | | | | | (17,585 | ) |
NET ASSETS — 100.0% | | | | | | $ | 1,396,472 | |
(a) | The rate shown is as of August 31, 2021. |
ETF Exchange-Traded Funds
The accompanying notes are an integral part of the financial statements.
56
SGI PRUDENT GROWTH FUND
Portfolio Holdings Summary Table
AUGUST 31, 2021 (UNAUDITED)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS | | | 50.0 | % | | $ | 5,400,975 | |
MUTUAL FUNDS | | | 48.4 | | | | 5,231,101 | |
SHORT-TERM INVESTMENTS | | | 2.4 | | | | 257,961 | |
LIABILITIES IN EXCESS OF OTHER ASSETS | | | (0.8 | ) | | | (82,594 | ) |
NET ASSETS | | | 100 | % | | $ | 10,807,443 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
57
SGI PRUDENT GROWTH FUND
Portfolio of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
EXCHANGE-TRADED FUNDS — 50.0% |
Exchange-Traded Funds — 50.0% |
Invesco QQQ Trust Series 1 | | | 1,490 | | | $ | 566,125 | |
iShares Broad USD High Yield Corporate Bond ETF | | | 5,150 | | | | 214,961 | |
iShares Core 1-5 Year USD Bond ETF | | | 12,670 | | | | 650,098 | |
iShares Core MSCI EAFE ETF | | | 6,380 | | | | 489,665 | |
iShares Core S&P Small-Cap ETF | | | 3,110 | | | | 349,471 | |
iShares Core U.S. Aggregate Bond ETF | | | 17,250 | | | | 2,002,035 | |
iShares Edge MSCI Min Vol USA ETF | | | 1,940 | | | | 150,641 | |
iShares MSCI USA Momentum Factor ETF | | | 3,080 | | | | 561,299 | |
iShares MSCI USA Quality Factor ETF | | | 1,060 | | | | 149,725 | |
iShares TIPS Bond ETF | | | 2,060 | | | | 266,955 | |
| | | | | | | 5,400,975 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $5,182,906) | | | | | | | 5,400,975 | |
| | | | | | | | |
MUTUAL FUNDS — 48.4% |
Mutual Funds — 48.4% |
SGI Global Equity Fund, Class I | | | 64,173 | | | | 2,459,759 | |
SGI Small Cap Growth Fund, Class I | | | 26,464 | | | | 1,022,575 | |
SGI US Large Cap Equity Fund, Class I | | | 56,522 | | | | 1,311,872 | |
SGI US Small Cap Equity Fund, Class I | | | 36,683 | | | | 436,895 | |
| | | | | | | 5,231,101 | |
TOTAL MUTUAL FUNDS | | | | | | | | |
(Cost $4,444,829) | | | | | | | 5,231,101 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 2.4% |
U.S. Bank Money Market Deposit Account, 0.01% (a) | | | 257,961 | | | | 257,961 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $257,961) | | | | | | | 257,961 | |
TOTAL INVESTMENTS — 100.8% | | | | | | | | |
(Cost $9,885,696) | | | | | | | 10,890,037 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.8)% | | | | | | | (82,594 | ) |
NET ASSETS — 100.0% | | | | | | $ | 10,807,443 | |
(a) | The rate shown is as of August 31, 2021. |
ETF Exchange-Traded Funds
The accompanying notes are an integral part of the financial statements.
58
SGI PEAK GROWTH FUND
Portfolio Holdings Summary Table
AUGUST 31, 2021 (UNAUDITED)
The following table presents a summary by sector of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS | | | 23.6 | % | | $ | 2,586,098 | |
MUTUAL FUNDS | | | 75.2 | | | | 8,221,093 | |
SHORT-TERM INVESTMENTS | | | 0.1 | | | | 12,484 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | 1.1 | | | | 119,937 | |
NET ASSETS | | | 100 | % | | $ | 10,939,612 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
59
SGI PEAK GROWTH FUND
Portfolio of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
EXCHANGE-TRADED FUNDS — 23.6% |
Exchange-Traded Funds — 23.6% |
Invesco QQQ Trust Series 1 | | | 1,510 | | | $ | 573,724 | |
iShares Core MSCI EAFE ETF | | | 10,030 | | | | 769,803 | |
iShares Core S&P Small-Cap ETF | | | 3,210 | | | | 360,708 | |
iShares Edge MSCI Min Vol USA ETF | | | 2,010 | | | | 156,077 | |
iShares MSCI USA Momentum Factor ETF | | | 3,130 | | | | 570,411 | |
iShares MSCI USA Quality Factor ETF | | | 1,100 | | | | 155,375 | |
| | | | | | | 2,586,098 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $2,390,048) | | | | | | | 2,586,098 | |
| | | | | | | | |
MUTUAL FUNDS — 75.2% |
Mutual Funds — 75.2% |
SGI Global Equity Fund, Class I | | | 85,748 | | | | 3,286,722 | |
SGI Small Cap Growth Fund, Class I | | | 59,644 | | | | 2,304,649 | |
SGI US Large Cap Equity Fund, Class I | | | 84,875 | | | | 1,969,949 | |
SGI US Small Cap Equity Fund, Class I | | | 55,397 | | | | 659,773 | |
| | | | | | | 8,221,093 | |
TOTAL MUTUAL FUNDS | | | | | | | | |
(Cost $7,040,915) | | | | | | | 8,221,093 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 0.1% |
U.S. Bank Money Market Deposit Account, 0.01% (a) | | | 12,484 | | | | 12,484 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $12,484) | | | | | | | 12,484 | |
TOTAL INVESTMENTS — 98.9% | | | | | | | | |
(Cost $9,443,447) | | | | | | | 10,819,675 | |
OTHER ASSETS IN EXCESS OF LIABILITIES — 1.1% | | | | | | | 119,937 | |
NET ASSETS — 100.0% | | | | | | $ | 10,939,612 | |
(a) | The rate shown is as of August 31, 2021. |
ETF Exchange-Traded Funds
The accompanying notes are an integral part of the financial statements.
60
SGI SMALL CAP GROWTH FUND
Portfolio Holdings Summary Table
AUGUST 31, 2021 (UNAUDITED)
The following table presents a summary by security type of the portfolio holdings of the Fund:
| | % of Net Assets | | | Value | |
COMMON STOCKS: | | | | | | | | |
Pharmaceuticals | | | 10.1 | % | | $ | 9,811,395 | |
Retail | | | 8.9 | | | | 8,668,425 | |
Healthcare-Products | | | 6.6 | | | | 6,401,777 | |
Diversified Financial Services | | | 6.6 | | | | 6,381,158 | |
Software | | | 6.4 | | | | 6,280,009 | |
Commercial Services | | | 6.1 | | | | 5,947,145 | |
Biotechnology | | | 5.4 | | | | 5,248,850 | |
Transportation | | | 4.3 | | | | 4,238,153 | |
Healthcare-Services | | | 3.0 | | | | 2,928,308 | |
Food | | | 3.0 | | | | 2,896,151 | |
Internet | | | 2.8 | | | | 2,743,301 | |
Banks | | | 2.5 | | | | 2,417,773 | |
Electronics | | | 2.1 | | | | 2,001,988 | |
Telecommunications | | | 2.0 | | | | 1,968,978 | |
Home Furnishings | | | 2.0 | | | | 1,931,012 | |
Building Materials | | | 1.9 | | | | 1,854,090 | |
Leisure Time | | | 1.8 | | | | 1,746,223 | |
Oil & Gas Services | | | 1.8 | | | | 1,741,289 | |
Metal Fabricate/Hardware | | | 1.7 | | | | 1,675,340 | |
Beverages | | | 1.5 | | | | 1,464,942 | |
Media | | | 1.5 | | | | 1,454,742 | |
Computers | | | 1.2 | | | | 1,200,258 | |
Insurance | | | 1.1 | | | | 1,095,086 | |
Auto Parts & Equipment | | | 1.0 | | | | 951,551 | |
Distribution/Wholesale | | | 1.0 | | | | 934,632 | |
REITS | | | 0.9 | | | | 912,499 | |
Machinery-Diversified | | | 0.9 | | | | 840,775 | |
Textiles | | | 0.8 | | | | 778,838 | |
Housewares | | | 0.7 | | | | 688,327 | |
Oil & Gas | | | 0.6 | | | | 629,177 | |
Semiconductors | | | 0.6 | | | | 609,620 | |
Apparel | | | 0.6 | | | | 601,144 | |
Chemicals | | | 0.5 | | | | 529,226 | |
Household Products/Wares | | | 0.5 | | | | 527,186 | |
Water | | | 0.5 | | | | 488,713 | |
Gas | | | 0.5 | | | | 483,590 | |
Miscellaneous Manufacturing | | | 0.5 | | | | 481,459 | |
Aerospace/Defense | | | 0.5 | | | | 447,732 | |
Entertainment | | | 0.4 | | | | 390,586 | |
Machinery-Construction & Mining | | | 0.3 | | | | 338,499 | |
Home Builders | | | 0.3 | | | | 322,245 | |
Electrical Components & Equipment | | | 0.3 | | | | 305,397 | |
Savings & Loans | | | 0.3 | | | | 291,434 | |
Energy-Alternate Sources | | | 0.3 | | | | 269,770 | |
Packaging & Containers | | | 0.2 | | | | 174,975 | |
Environmental Control | | | 0.2 | | | | 168,378 | |
Office Furnishings | | | 0.2 | | | | 154,628 | |
Real Estate | | | 0.1 | | | | 120,036 | |
Lodging | | | 0.1 | | | | 91,560 | |
The accompanying notes are an integral part of the financial statements.
61
SGI SMALL CAP GROWTH FUND
Portfolio Holdings Summary Table (CONCLUDED)
AUGUST 31, 2021 (UNAUDITED)
| | % of Net Assets | | | Value | |
EXCHANGE-TRADED FUNDS: | | | | | | | | |
Exchange-Traded Funds | | | 1.3 | % | | $ | 1,270,144 | |
SHORT-TERM INVESTMENTS | | | 1.7 | | | | 1,615,814 | |
OTHER ASSETS IN EXCESS OF LIABILITIES | | | (0.1 | ) | | | (105,665 | ) |
NET ASSETS | | | 100.0 | % | | $ | 97,408,663 | |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
62
SGI SMALL CAP GROWTH FUND
Portfolio of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Common Stocks — 97.1% |
Aerospace/Defense — 0.5% |
Astronics Corp.* | | | 22,200 | | | $ | 296,592 | |
Mercury Systems, Inc.* | | | 3,000 | | | | 151,140 | |
| | | | | | | 447,732 | |
Apparel — 0.6% |
Rocky Brands, Inc. | | | 9,200 | | | | 457,056 | |
Unifi, Inc.* | | | 6,200 | | | | 144,088 | |
| | | | | | | 601,144 | |
Auto Parts & Equipment — 1.0% |
American Axle & Manufacturing Holdings, Inc.* | | | 45,900 | | | | 407,133 | |
Commercial Vehicle Group, Inc.* | | | 51,800 | | | | 544,418 | |
| | | | | | | 951,551 | |
Banks — 2.4% |
Farmers National Banc Corp. | | | 9,200 | | | | 143,520 | |
First Financial Corp. | | | 11,800 | | | | 477,074 | |
Metropolitan Bank Holding Corp.* | | | 4,000 | | | | 313,200 | |
Nicolet Bankshares, Inc.* | | | 5,600 | | | | 427,896 | |
Origin Bancorp, Inc. | | | 8,800 | | | | 362,120 | |
Provident Bancorp, Inc. | | | 4,800 | | | | 77,904 | |
QCR Holdings, Inc. | | | 6,100 | | | | 316,895 | |
Stock Yards Bancorp, Inc. | | | 5,800 | | | | 299,164 | |
| | | | | | | 2,417,773 | |
Beverages — 1.5% |
Coca Cola Bottling Co. | | | 1,200 | | | | 487,392 | |
National Beverage Corp. | | | 21,000 | | | | 977,550 | |
| | | | | | | 1,464,942 | |
Biotechnology — 5.5% |
Anaptysbio, Inc.* | | | 6,500 | | | | 166,465 | |
Cue Biopharma, Inc.* | | | 17,700 | | | | 212,223 | |
Evolus, Inc.* | | | 45,200 | | | | 479,120 | |
Innoviva, Inc.* | | | 49,500 | | | | 755,370 | |
Organogenesis Holdings, Inc.* | | | 57,200 | | | | 975,832 | |
Puma Biotechnology, Inc.* | | | 46,200 | | | | 349,734 | |
Radius Health, Inc.* | | | 41,400 | | | | 573,804 | |
Rigel Pharmaceuticals, Inc.* | | | 220,600 | | | | 838,280 | |
Surface Oncology, Inc.* | | | 114,949 | | | | 727,627 | |
Verastem, Inc.* | | | 64,300 | | | | 170,395 | |
| | | | | | | 5,248,850 | |
Building Materials — 1.8% |
AAON, Inc. | | | 10,500 | | | | 715,155 | |
Boise Cascade Co. | | | 15,680 | | | | 907,088 | |
UFP Industries, Inc. | | | 3,088 | | | | 231,847 | |
| | | | | | | 1,854,090 | |
Chemicals — 0.5% |
American Vanguard Corp. | | | 21,000 | | | $ | 321,930 | |
Quaker Chemical Corp. | | | 800 | | | | 207,296 | |
| | | | | | | 529,226 | |
Commercial Services — 6.0% |
Aaron’s Co. Inc., (The) | | | 10,000 | | | | 265,200 | |
American Public Education Inc.* | | | 13,000 | | | | 341,900 | |
Barrett Business Services Inc. | | | 2,500 | | | | 193,750 | |
Carriage Services, Inc. | | | 4,400 | | | | 203,412 | |
Franklin Covey Co.* | | | 6,600 | | | | 286,902 | |
FTI Consulting, Inc.* | | | 6,800 | | | | 950,028 | |
Heidrick & Struggles International Inc. | | | 19,300 | | | | 834,146 | |
Kforce, Inc. | | | 10,000 | | | | 584,200 | |
Perdoceo Education Corp.* | | | 48,500 | | | | 532,530 | |
PROG Holdings, Inc.* | | | 17,381 | | | | 822,469 | |
ShotSpotter, Inc.* | | | 2,200 | | | | 87,626 | |
Transcat, Inc.* | | | 4,600 | | | | 311,696 | |
Vectrus, Inc.* | | | 10,600 | | | | 533,286 | |
| | | | | | | 5,947,145 | |
Computers — 1.3% |
Corsair Gaming, Inc.* | | | 3,300 | | | | 95,535 | |
PAE, Inc.* | | | 57,300 | | | | 383,337 | |
Quantum Corp.* | | | 57,300 | | | | 357,552 | |
Tenable Holdings, Inc.* | | | 8,200 | | | | 363,834 | |
| | | | | | | 1,200,258 | |
Distribution/Wholesale — 1.0% |
Leslies, Inc.* | | | 6,600 | | | | 159,192 | |
Titan Machy, Inc.* | | | 27,000 | | | | 775,440 | |
| | | | | | | 934,632 | |
Diversified Financial Services — 6.5% |
Columbia Financial, Inc.* | | | 20,000 | | | | 360,600 | |
Cowen Group, Inc., Class A | | | 13,300 | | | | 479,332 | |
Enova International, Inc.* | | | 7,000 | | | | 230,860 | |
Ezcorp, Inc., Class A* | | | 32,700 | | | | 225,303 | |
Greenhill & Co., Inc. | | | 20,400 | | | | 300,696 | |
Houlihan Lokey, Inc. | | | 8,400 | | | | 757,680 | |
International Money Express, Inc.* | | | 26,500 | | | | 483,360 | |
PJT Partners, Inc., Class A | | | 13,198 | | | | 1,042,378 | |
Pra Group, Inc.* | | | 16,700 | | | | 701,400 | |
SLM Corp. | | | 26,951 | | | | 505,331 | |
Virtu Financial, Inc., Class A | | | 29,600 | | | | 724,608 | |
World Accep Corp.* | | | 3,000 | | | | 569,610 | |
| | | | | | | 6,381,158 | |
Electrical Components & Equipment — 0.3% |
nLight, Inc.* | | | 4,700 | | | | 129,767 | |
Orion Energy Systems, Inc.* | | | 38,600 | | | | 175,630 | |
| | | | | | | 305,397 | |
The accompanying notes are an integral part of the financial statements.
63
SGI SMALL CAP GROWTH FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Electronics — 2.1% |
CyberOptics Corp.* | | | 7,700 | | | $ | 323,785 | |
OSI Systems, Inc.* | | | 2,500 | | | | 247,350 | |
Turtle Beach Corp.* | | | 34,538 | | | | 981,225 | |
Universal Electronics, Inc.* | | | 8,900 | | | | 449,628 | |
| | | | | | | 2,001,988 | |
Energy-Alternate Sources — 0.3% |
Alto Ingredients, Inc.* | | | 53,000 | | | | 269,770 | |
Entertainment — 0.4% |
Chicken Soup For The Soul Entertainment, Inc., Class A* | | | 16,100 | | | | 390,586 | |
Environmental Control — 0.2% |
Heritage Crystal Clean, Inc.* | | | 5,700 | | | | 168,378 | |
Food — 2.9% |
Flowers Foods, Inc. | | | 41,900 | | | | 1,011,047 | |
Sanfilippo John B & Son, Inc. | | | 2,100 | | | | 178,479 | |
Sprouts Farmers Market, Inc.* | | | 40,700 | | | | 1,013,430 | |
Treehouse Foods, Inc.* | | | 18,500 | | | | 693,195 | |
| | | | | | | 2,896,151 | |
Gas — 0.5% |
Chesapeake Utilities Corp. | | | 3,700 | | | | 483,590 | |
Healthcare-Products — 6.5% |
Cardiovascular Systems, Inc.* | | | 25,200 | | | | 901,908 | |
Cerus Corp.* | | | 21,600 | | | | 139,320 | |
Hanger, Inc.* | | | 27,600 | | | | 659,088 | |
ICU Medical, Inc.* | | | 2,784 | | | | 554,991 | |
Inari Medical, Inc.* | | | 10,700 | | | | 875,902 | |
Natus Medical Inc.* | | | 25,575 | | | | 678,249 | |
Quidel Corp.* | | | 7,300 | | | | 941,335 | |
Retractable Technologies, Inc.* | | | 10,000 | | | | 128,800 | |
SI-BONE, Inc.* | | | 5,300 | | | | 129,373 | |
Surmodics, Inc.* | | | 4,700 | | | | 282,329 | |
Tandem Diabetes Care, Inc.* | | | 9,900 | | | | 1,110,483 | |
| | | | | | | 6,401,778 | |
Healthcare-Services — 3.0% |
Agilon Health, Inc.* | | | 13,700 | | | | 479,500 | |
Aveanna Healthcare Holdings, Inc.* | | | 104,700 | | | | 988,368 | |
Fulgent Genetics, Inc.* | | | 3,000 | | | | 273,720 | |
Inotiv, Inc.* | | | 15,700 | | | | 408,671 | |
Joint Corp, (The)* | | | 5,700 | | | | 582,369 | |
Sotera Health Co.* | | | 8,000 | | | | 195,680 | |
| | | | | | | 2,928,308 | |
Home Builders — 0.3% |
Forestar Group, Inc.* | | | 15,500 | | | | 322,245 | |
Home Furnishings — 2.0% |
Dolby Laboratories, Inc., Class A | | | 1,800 | | | $ | 178,398 | |
Herman Miller, Inc. | | | 8,200 | | | | 344,646 | |
Lovesac Co., (The)* | | | 10,500 | | | | 593,880 | |
Sleep Number Corp.* | | | 8,800 | | | | 814,088 | |
| | | | | | | 1,931,012 | |
Household Products/Wares — 0.6% |
WD-40 Co. | | | 2,200 | | | | 527,186 | |
Housewares — 0.7% |
Scotts Miracle Gro Co. | | | 4,389 | | | | 688,327 | |
Insurance — 1.2% |
Amerisafe, Inc. | | | 8,400 | | | | 483,420 | |
Mercury General Corp. | | | 1,600 | | | | 95,536 | |
Nmi Holdings, Inc., Class A* | | | 11,700 | | | | 264,069 | |
Safety Ins Group, Inc. | | | 3,100 | | | | 252,061 | |
| | | | | | | 1,095,086 | |
Internet — 2.8% |
Everquote, Inc., Class A* | | | 20,500 | | | | 403,645 | |
HealthStream, Inc.* | | | 14,400 | | | | 437,616 | |
Makemytrip Ltd.* | | | 14,100 | | | | 364,062 | |
Mimecast Ltd.* | | | 7,400 | | | | 516,594 | |
Net Element, Inc.* | | | 23,217 | | | | 253,994 | |
QuinStreet, Inc.* | | | 42,847 | | | | 767,390 | |
| | | | | | | 2,743,301 | |
Leisure Time — 1.9% |
Liberty Tripadvisor Holdings, Inc., Class A* | | | 44,500 | | | | 166,430 | |
MasterCraft Boat Holdings, Inc.* | | | 10,900 | | | | 271,846 | |
Nautilus, Inc.* | | | 67,849 | | | | 773,479 | |
OneWater Marine, Inc., Class A | | | 13,200 | | | | 534,468 | |
| | | | | | | 1,746,223 | |
Lodging — 0.1% |
Bluegreen Vacations Holding Corp.* | | | 4,000 | | | | 91,560 | |
Machinery-Construction & Mining — 0.3% |
Argan, Inc. | | | 7,311 | | | | 338,499 | |
Machinery-Diversified — 0.9% |
Applied Industrial Technologies, Inc. | | | 2,803 | | | | 248,935 | |
Tennant Co. | | | 8,000 | | | | 591,840 | |
| | | | | | | 840,775 | |
Media — 1.4% |
Scripps E W Co., Class A | | | 24,500 | | | | 454,230 | |
World Wrestling Entertainment, Inc., Class A | | | 19,200 | | | | 1,000,512 | |
| | | | | | | 1,454,742 | |
The accompanying notes are an integral part of the financial statements.
64
SGI SMALL CAP GROWTH FUND
Portfolio of Investments (Continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Metal Fabricate/Hardware — 1.8% |
Mayville Engineering Co., Inc.* | | | 5,600 | | | $ | 83,552 | |
Mueller Inds, Inc. | | | 19,000 | | | | 847,590 | |
Olympic Steel, Inc. | | | 27,300 | | | | 744,198 | |
| | | | | | | 1,675,340 | |
Miscellaneous Manufacturing — 0.5% |
American Outdoor Brands, Inc.* | | | 17,300 | | | | 481,459 | |
Office Furnishings — 0.1% |
Kimball International, Inc., Class B | | | 12,400 | | | | 154,628 | |
Oil & Gas — 0.6% |
CNX Resources Corp.* | | | 24,300 | | | | 276,048 | |
Earthstone Energy, Inc., Class A* | | | 42,700 | | | | 353,129 | |
| | | | | | | 629,177 | |
Oil & Gas Services — 1.8% |
DMC Global, Inc.* | | | 18,700 | | | | 751,179 | |
National Energy Services Reunited Corp.* | | | 28,800 | | | | 326,880 | |
ProPetro Holding Corp.* | | | 46,300 | | | | 358,362 | |
Rpc, Inc.* | | | 79,600 | | | | 304,868 | |
| | | | | | | 1,741,289 | |
Packaging & Containers — 0.2% |
UFP Technologies, Inc.* | | | 2,500 | | | | 174,975 | |
Pharmaceuticals — 10.0% |
Agile Therapeutics, Inc.* | | | 126,000 | | | | 146,160 | |
Amphastar Pharmaceuticals, Inc.* | | | 9,500 | | | | 186,770 | |
Anika Therapeutics, Inc.* | | | 12,400 | | | | 534,812 | |
Antares Pharma, Inc.* | | | 133,200 | | | | 524,808 | |
Biodelivery Sciences International Inc.* | | | 129,700 | | | | 500,642 | |
Catalyst Pharmaceuticals Partners, Inc.* | | | 130,000 | | | | 716,300 | |
Collegium Pharmaceutical, Inc.* | | | 40,300 | | | | 827,359 | |
Eagle Pharmaceuticals, Inc.* | | | 12,319 | | | | 657,465 | |
Fortress Biotech, Inc.* | | | 44,900 | | | | 147,721 | |
Harmony Biosciences Holdings, Inc.* | | | 16,800 | | | | 569,352 | |
Harpoon Therapeutics, Inc.* | | | 10,800 | | | | 102,384 | |
Herbalife, Ltd.* | | | 17,500 | | | | 898,450 | |
Ironwood Pharmaceuticals Inc., Class A* | | | 77,542 | | | | 1,015,800 | |
KalVista Pharmaceuticals, Inc.* | | | 24,500 | | | | 500,780 | |
Pacira BioSciences, Inc.* | | | 8,000 | | | | 474,320 | |
Paratek Pharmaceuticals, Inc.* | | | 18,600 | | | | 103,416 | |
PetIQ, Inc.* | | | 23,100 | | | | 599,445 | |
Spero Therapeutics, Inc.* | | | 8,900 | | | | 171,325 | |
Syros Pharmaceuticals, Inc.* | | | 31,800 | | | | 168,540 | |
USANA Health Sciences, Inc.* | | | 9,951 | | | | 965,545 | |
| | | | | | | 9,811,394 | |
Real Estate — 0.1% |
Fathom Holdings, Inc.* | | | 4,200 | | | $ | 120,036 | |
REITS — 1.0% |
Easterly Government Properties, Inc. | | | 42,700 | | | | 912,499 | |
Retail — 8.9% |
Abercrombie & Fitch Co., Class A* | | | 13,200 | | | | 472,032 | |
Bjs Restaurants, Inc.* | | | 14,800 | | | | 632,848 | |
BlueLinx Holdings, Inc.* | | | 13,300 | | | | 765,548 | |
Chuys Holdings, Inc.* | | | 27,600 | | | | 890,376 | |
Citi Trends, Inc.* | | | 8,500 | | | | 732,190 | |
Duluth Holdings, Inc., Class B* | | | 36,600 | | | | 569,496 | |
El Pollo Loco Holdings, Inc.* | | | 24,000 | | | | 435,360 | |
Haverty Furniture Cos., Inc. | | | 26,700 | | | | 951,321 | |
Lumber Liquidators Holdings, Inc.* | | | 48,312 | | | | 1,007,788 | |
Nu Skin Enterprises, Inc., Class A | | | 8,443 | | | | 427,385 | |
Rush Enterprises, Inc., Class A | | | 11,100 | | | | 489,510 | |
Texas Roadhouse, Inc. | | | 10,300 | | | | 978,500 | |
Tillys, Inc., Class A | | | 20,300 | | | | 316,071 | |
| | | | | | | 8,668,425 | |
Savings & Loans — 0.4% |
Hometrust Bancshares, Inc. | | | 5,300 | | | | 147,446 | |
Waterstone Financial, Inc. | | | 7,100 | | | | 143,988 | |
| | | | | | | 291,434 | |
Semiconductors — 0.6% |
EMCORE Corp.* | | | 81,500 | | | | 609,620 | |
Software — 6.5% |
Benefitfocus, Inc.* | | | 46,300 | | | | 558,841 | |
Brightcove, Inc.* | | | 33,900 | | | | 385,104 | |
Castlight Health, Inc., Class B* | | | 100,600 | | | | 182,086 | |
Computer Programs & Systems, Inc.* | | | 6,200 | | | | 220,534 | |
Cornerstone Ondemand, Inc.* | | | 6,800 | | | | 389,640 | |
Dropbox, Inc., Class A* | | | 16,667 | | | | 528,510 | |
Duck Creek Technologies, Inc.* | | | 21,300 | | | | 993,219 | |
eGain Corp.* | | | 17,101 | | | | 201,450 | |
Health Catalyst, Inc.* | | | 3,700 | | | | 202,057 | |
Immersion Corp.* | | | 21,100 | | | | 158,250 | |
Jamf Holding Corp.* | | | 21,100 | | | | 741,665 | |
Model N, Inc.* | | | 3,000 | | | | 101,730 | |
Playtika Holding Corp.* | | | 40,700 | | | | 1,074,073 | |
Verra Mobility Corp.* | | | 35,000 | | | | 542,850 | |
| | | | | | | 6,280,009 | |
The accompanying notes are an integral part of the financial statements.
65
SGI SMALL CAP GROWTH FUND
Portfolio of Investments (Concluded)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
Telecommunications — 2.0% |
A10 Networks, Inc.* | | | 14,425 | | | $ | 200,363 | |
ATN International, Inc. | | | 3,300 | | | | 150,447 | |
DZS, Inc.* | | | 9,800 | | | | 135,338 | |
Harmonic, Inc.* | | | 45,000 | | | | 415,800 | |
Ooma, Inc.* | | | 26,900 | | | | 511,100 | |
United States Cellular Corp.* | | | 17,400 | | | | 555,930 | |
| | | | | | | 1,968,978 | |
Textiles — 0.8% |
UniFirst Corp. | | | 3,400 | | | | 778,838 | |
Transportation — 4.3% |
Covenant Logistics Group, Inc.* | | | 9,000 | | | | 219,240 | |
Custom Truck One Source, Inc.* | | | 12,500 | | | | 107,125 | |
Daseke, Inc.* | | | 39,600 | | | | 374,220 | |
Genco Shipping & Trading, Ltd. | | | 10,800 | | | | 210,492 | |
Heartland Express, Inc. | | | 42,800 | | | | 718,184 | |
Landstar System, Inc. | | | 2,500 | | | | 420,075 | |
Marten Transport, Ltd. | | | 28,300 | | | | 441,197 | |
Safe Bulkers, Inc.* | | | 174,600 | | | | 705,384 | |
Werner Enterprises, Inc. | | | 22,100 | | | | 1,042,236 | |
| | | | | | | 4,238,153 | |
Water — 0.5% |
American States Water Co. | | | 5,300 | | | | 488,713 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $94,225,202) | | | | | | | 94,628,370 | |
| | | | | | | | |
EXCHANGE-TRADED FUNDS — 1.3% |
Exchange-Traded Funds — 1.3% |
iShares Russell 2000 ETF | | | 3,200 | | | | 722,944 | |
Vanguard Russell 2000 ETF | | | 6,000 | | | | 547,200 | |
| | | | | | | 1,270,144 | |
TOTAL EXCHANGE-TRADED FUNDS | | | | | | | | |
(Cost $1,250,273) | | | | | | | 1,270,144 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 1.7% |
U.S. Bank Money Market Deposit Account, 0.01% (a) | | | | | | $ | 1,615,814 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $1,615,814) | | | | | | | 1,615,814 | |
TOTAL INVESTMENTS — 100.1% | | | | | | | | |
(Cost $97,091,289) | | | | | | | 97,514,328 | |
LIABILITIES IN EXCESS OF OTHER ASSETS — (0.1)% | | | | | | | (105,665 | ) |
NET ASSETS — 100.0% | | | | | | $ | 97,408,663 | |
* | Non-income producing security. |
(a) | The rate shown is as of August 31, 2021. |
ETF Exchange-Traded Funds
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
66
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities
AUGUST 31, 2021
| | SGI U.S. Large Cap Equity Fund | | | SGI U.S. Small Cap Equity Fund | | | SGI Global Equity Fund | |
ASSETS | | | | | | | | | | | | |
Investments, at value (cost $396,260,630, $27,530,421, and $93,777,186 respectively) | | $ | 532,084,034 | | | $ | 32,928,962 | | | $ | 110,290,418 | |
Short-term investments, at value (cost $6,149,266, $635,997, and $1,847,678, respectively) | | | 6,149,266 | | | | 635,997 | | | | 1,847,678 | |
Receivables for: | | | | | | | | | | | | |
Capital shares sold | | | 989,027 | | | | 109,849 | | | | 45,235 | |
Dividends | | | 660,340 | | | | 28,759 | | | | 231,730 | |
Prepaid expenses and other assets | | | 32,489 | | | | 17,679 | | | | 28,902 | |
Total assets | | $ | 539,915,156 | | | $ | 33,721,246 | | | $ | 112,443,963 | |
| | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | |
Capital shares redeemed | | $ | 956,664 | | | $ | 40,675 | | | $ | 321,419 | |
Advisory fees | | | 316,339 | | | | 16,945 | | | | 47,856 | |
Other accrued expenses and liabilities | | | 143,296 | | | | 59,404 | | | | 39,794 | |
Total liabilities | | | 1,416,299 | | | | 117,024 | | | | 409,069 | |
Net assets | | $ | 538,498,857 | | | $ | 33,604,222 | | | $ | 112,034,894 | |
| | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | |
Par value | | $ | 23,206 | | | $ | 2,825 | | | $ | 2,923 | |
Paid-in capital | | | 333,942,622 | | | | 30,887,023 | | | | 91,607,018 | |
Total distributable earnings/(loss) | | | 204,533,029 | | | | 2,714,374 | | | | 20,424,953 | |
Net assets | | $ | 538,498,857 | | | $ | 33,604,222 | | | $ | 112,034,894 | |
CLASS I SHARES: | | | | | | | | | | | | |
Net assets applicable to Class I Shares | | $ | 506,159,236 | | | $ | 27,913,292 | | | $ | 112,034,894 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 21,810,635 | | | | 2,344,567 | | | | 2,922,727 | |
Net asset value, offering and redemption price per share | | $ | 23.21 | | | $ | 11.91 | | | $ | 38.33 | |
| | | | | | | | | | | | |
CLASS A SHARES: | | | | | | | | | | | | |
Net assets applicable to Class A Shares | | $ | 29,422,900 | | | $ | 5,573,010 | | | $ | — | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,265,743 | | | | 470,285 | | | | — | |
Net asset value and redemption price per share | | $ | 23.25 | | | $ | 11.85 | | | $ | — | |
Maximum offering price per share (100/94.75 of $23.25 and $11.85, respectively) | | $ | 24.53 | | | $ | 12.51 | | | $ | — | |
| | | | | | | | | | | | |
CLASS C SHARES: | | | | | | | | | | | | |
Net assets applicable to Class C Shares | | $ | 2,916,721 | | | $ | 117,920 | | | $ | — | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 129,406 | | | | 10,274 | | | | — | |
Net asset value, offering and redemption price per share | | $ | 22.54 | | | $ | 11.48 | | | $ | — | |
The accompanying notes are an integral part of the financial statements.
67
SUMMIT GLOBAL INVESTMENTS
Statements of Assets and Liabilities (Concluded)
AUGUST 31, 2021
| | SGI CONSERVATIVE Fund | | | SGI prudent growth Fund | | | SGI PEAK GROWTH FUND | | | SGI SMALL CAP GROWTH FUND | |
ASSETS | | | | | | | | | | | | | | | | |
Investments, at value (cost $1,345,609, $9,627,735,$9,430,963,and, $95,475,475, respectively) | | $ | 1,381,582 | | | $ | 10,632,076 | | | $ | 10,807,191 | | | $ | 95,898,514 | |
Short-term investments, at value (cost $32,475, $257,961, $12,484, and $1,615,814, respectively) | | | 32,475 | | | | 257,961 | | | | 12,484 | | | | 1,615,814 | |
Receivables for: | | | | | | | | | | | | | | | | |
Capital shares sold | | | — | | | | — | | | | — | | | | 37,794 | |
Dividends | | | — | | | | — | | | | — | | | | 59,996 | |
Due from advisor | | | 5,854 | | | | — | | | | — | | | | — | |
Investments sold | | | 46,210 | | | | 434,329 | | | | 666,441 | | | | — | |
Prepaid expenses and other assets | | | 11,611 | | | | 13,075 | | | | 10,636 | | | | 22,177 | |
Total assets | | $ | 1,477,732 | | | $ | 11,337,441 | | | $ | 11,496,752 | | | $ | 97,634,295 | |
| | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | |
Payables for: | | | | | | | | | | | | | | | | |
Investments Purchased | | $ | 52,056 | | | $ | 497,569 | | | $ | 525,286 | | | $ | — | |
Capital shares redeemed | | | — | | | | — | | | | — | | | | 121,143 | |
Advisory fees | | | — | | | | 6,054 | | | | 6,422 | | | | 71,961 | |
Other accrued expenses and liabilities | | | 29,204 | | | | 26,375 | | | | 25,432 | | | | 32,528 | |
Total liabilities | | | 81,260 | | | | 529,998 | | | | 557,140 | | | | 225,632 | |
Net assets | | $ | 1,396,472 | | | $ | 10,807,443 | | | $ | 10,939,612 | | | $ | 97,408,663 | |
| | | | | | | | | | | | | | | | |
NET ASSETS CONSIST OF: | | | | | | | | | | | | | | | | |
Par value | | $ | 133 | | | $ | 925 | | | $ | 866 | | | $ | 2,521 | |
Paid-in capital | | | 1,335,996 | | | | 9,611,564 | | | | 9,022,964 | | | | 71,510,202 | |
Total distributable earnings/(loss) | | | 60,343 | | | | 1,194,954 | | | | 1,915,782 | | | | 25,895,940 | |
Net assets | | $ | 1,396,472 | | | $ | 10,807,443 | | | $ | 10,939,612 | | | $ | 97,408,663 | |
CLASS I SHARES: | | | | | | | | | | | | | | | | |
Net assets applicable to Class I Shares | | $ | 1,396,472 | | | $ | 10,807,443 | | | $ | 10,939,612 | | | $ | 97,408,663 | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 132,567 | | | | 924,850 | | | | 866,303 | | | | 2,521,128 | |
Net asset value, offering and redemption price per share | | $ | 10.53 | | | $ | 11.69 | | | $ | 12.63 | | | $ | 38.64 | |
The accompanying notes are an integral part of the financial statements.
68
SUMMIT GLOBAL INVESTMENTS
Statements of Operations
FOR THE YEAR ENDED AUGUST 31, 2021
| | 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, $5,325, and $152,265 respectively) | | $ | 5,351,389 | | | $ | 461,955 | | | $ | 1,723,342 | |
Total investment income | | | 5,351,389 | | | | 461,955 | | | | 1,723,342 | |
| | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 3,683,935 | | | | 430,563 | | | | 624,166 | |
Administration and accounting fees (Note 2) | | | 249,800 | | | | 39,632 | | | | 54,959 | |
Transfer agent fees (Note 2) | | | 189,599 | | | | 33,369 | | | | 61,492 | |
Legal fees | | | 96,722 | | | | 8,980 | | | | 14,153 | |
Director fees | | | 90,962 | | | | 7,871 | | | | 9,084 | |
Officer fees | | | 67,027 | | | | 5,911 | | | | 8,797 | |
Distribution fees - Class A Shares | | | 62,685 | | | | 18,943 | | | | — | |
Distribution fees - Class C Shares | | | 28,016 | | | | 1,104 | | | | — | |
Registration and filing fees | | | 53,958 | | | | 50,390 | | | | 25,493 | |
Audit and tax service fees | | | 35,465 | | | | 33,562 | | | | 31,282 | |
Printing and shareholder reporting fees | | | 28,357 | | | | 3,101 | | | | 2,371 | |
Custodian fees (Note 2) | | | 22,311 | | | | 15,219 | | | | 10,614 | |
Other expenses | | | 37,325 | | | | 4,246 | | | | 4,551 | |
Total expenses before waivers and/or reimbursements | | | 4,646,162 | | | | 652,891 | | | | 846,962 | |
(Waivers and/or reimbursements) net of amounts recouped (Note 2) | | | — | | | | (75,377 | ) | | | (97,962 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 4,646,162 | | | | 577,514 | | | | 749,000 | |
Net investment income/(loss) | | | 705,227 | | | | (115,559 | ) | | | 974,342 | |
| | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | 85,368,756 | | | | 9,246,644 | | | | 5,367,053 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 6,254,867 | | | | 317,525 | | | | 9,054,219 | |
Net realized and unrealized gain/(loss) on investments | | | 91,623,623 | | | | 9,564,169 | | | | 14,421,272 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 92,328,850 | | | $ | 9,448,610 | | | $ | 15,395,614 | |
The accompanying notes are an integral part of the financial statements.
69
SUMMIT GLOBAL INVESTMENTS
Statements of Operations (Concluded)
FOR THE YEAR ENDED AUGUST 31, 2021
| | SGI CONSERVATIVE Fund | | | SGI prudent growth Fund | | | SGI PEAK GROWTH FUND | | | SGI SMALL CAP GROWTH FUND | |
INVESTMENT INCOME | | | | | | | | | | | | | | | | |
Dividends (net of foreign withholdings taxes of $0, $0, $0, and $2,497, respectively) | | $ | 20,248 | | | $ | 91,786 | | | $ | 49,678 | | | $ | 627,178 | |
Total investment income | | | 20,248 | | | | 91,786 | | | | 49,678 | | | | 627,178 | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
Advisory fees (Note 2) | | | 9,823 | | | | 66,724 | | | | 69,730 | | | | 756,748 | |
Administration and accounting fees (Note 2) | | | 14,962 | | | | 18,012 | | | | 18,272 | | | | 60,158 | |
Transfer agent fees (Note 2) | | | 1,216 | | | | 7,160 | | | | 8,129 | | | | 38,827 | |
Legal fees | | | 5 | | | | 44 | | | | 42 | | | | 25,974 | |
Director fees | | | 35 | | | | 140 | | | | 140 | | | | 18,384 | |
Officer fees | | | 17 | | | | 140 | | | | 135 | | | | 16,431 | |
Registration and filing fees | | | 9,463 | | | | 11,315 | | | | 10,584 | | | | 25,265 | |
Audit and tax service fees | | | 27,927 | | | | 27,927 | | | | 27,927 | | | | 25,213 | |
Printing and shareholder reporting fees | | | 764 | | | | 2,107 | | | | 2,112 | | | | 4,907 | |
Custodian fees (Note 2) | | | 37 | | | | 44 | | | | 2,246 | | | | 15,887 | |
Offering costs | | | 20,808 | | | | 20,808 | | | | 20,808 | | | | — | |
Other expenses | | | 907 | | | | 1,275 | | | | 1,454 | | | | 9,123 | |
Total expenses before waivers and/or reimbursements | | | 85,964 | | | | 155,696 | | | | 161,579 | | | | 996,917 | |
(Waivers and/or reimbursements) net of amounts recouped (Note 2) | | | (63,697 | ) | | | (4,454 | ) | | | (3,523 | ) | | | (38,737 | ) |
Net expenses after waivers and/or reimbursements net of amounts recouped | | | 22,267 | | | | 151,242 | | | | 158,056 | | | | 958,180 | |
Net investment income/(loss) | | | (2,019 | ) | | | (59,456 | ) | | | (108,378 | ) | | | (331,002 | ) |
| | | | | | | | | | | | | | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | | | | | | | | | | | | | |
Net realized gain/(loss) from investments | | | 28,972 | | | | 264,359 | | | | 662,947 | | | | 29,571,349 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 19,369 | | | | 698,753 | | | | 779,268 | | | | (5,218,328 | ) |
Net realized and unrealized gain/(loss) on investments | | | 48,341 | | | | 963,112 | | | | 1,442,215 | | | | 24,353,021 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 46,322 | | | $ | 903,656 | | | $ | 1,333,837 | | | $ | 24,022,019 | |
The accompanying notes are an integral part of the financial statements.
70
SGI U.S. LARGE CAP EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 705,227 | | | $ | 4,056,849 | |
Net realized gain/(loss) from investments | | | 85,368,756 | | | | (11,612,784 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 6,254,867 | | | | 54,613,524 | |
Net increase/(decrease) in net assets resulting from operations | | | 92,328,850 | | | | 47,057,589 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (3,273,647 | ) | | | (14,903,187 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (3,273,647 | ) | | | (14,903,187 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 105,163,748 | | | | 227,813,044 | |
Reinvestment of distributions | | | 700,221 | | | | 4,370,538 | |
Shares redeemed | | | (240,294,997 | ) | | | (202,815,918 | ) |
Total from Class I Shares | | | (134,431,028 | ) | | | 29,367,664 | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 6,983,680 | | | | 11,780,291 | |
Reinvestment of distributions | | | 103,833 | | | | 410,286 | |
Shares redeemed | | | (5,603,311 | ) | | | (5,403,116 | ) |
Total from Class A Shares | | | 1,484,202 | | | | 6,787,461 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 240,050 | | | | 1,268,707 | |
Reinvestment of distributions | | | 7,069 | | | | 48,859 | |
Shares redeemed | | | (706,698 | ) | | | (975,466 | ) |
Total from Class C Shares | | | (459,579 | ) | | | 342,100 | |
Net increase/(decrease) in net assets from capital share transactions | | | (133,406,405 | ) | | | 36,497,225 | |
Total increase/(decrease) in net assets | | | (44,351,202 | ) | | | 68,651,627 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 582,850,059 | | | | 514,198,432 | |
End of period | | $ | 538,498,857 | | | $ | 582,850,059 | |
The accompanying notes are an integral part of the financial statements.
71
SGI U.S. LARGE CAP EQUITY FUND
Statements of Changes in Net Assets (Concluded)
| | FOR THE YEAR ENDED AUGUST 31, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 5,108,245 | | | | 12,796,027 | |
Shares reinvested | | | 34,701 | | | | 238,109 | |
Shares redeemed | | | (11,798,906 | ) | | | (11,814,581 | ) |
Total Class I Shares | | | (6,655,960 | ) | | | 1,219,555 | |
Class A Shares | | | | | | | | |
Shares sold | | | 334,721 | | | | 678,397 | |
Shares reinvested | | | 5,158 | | | | 22,298 | |
Shares redeemed | | | (269,665 | ) | | | (311,716 | ) |
Total Class A Shares | | | 70,214 | | | | 388,979 | |
Class C Shares | | | | | | | | |
Shares sold | | | 12,078 | | | | 73,186 | |
Shares reinvested | | | 366 | | | | 2,734 | |
Shares redeemed | | | (35,577 | ) | | | (55,487 | ) |
Total Class C Shares | | | (23,133 | ) | | | 20,433 | |
Net increase/(decrease) in shares outstanding | | | (6,608,879 | ) | | | 1,628,967 | |
The accompanying notes are an integral part of the financial statements.
72
SGI U.S. SMALL CAP EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (115,559 | ) | | $ | 279,312 | |
Net realized gain/(loss) from investments | | | 9,246,644 | | | | (10,620,497 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 317,525 | | | | 4,605,882 | |
Net increase/(decrease) in net assets resulting from operations | | | 9,448,610 | | | | (5,735,303 | ) |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (119,130 | ) | | | (502,870 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (119,130 | ) | | | (502,870 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 19,923,888 | | | | 28,871,289 | |
Reinvestment of distributions | | | 74,127 | | | | 300,161 | |
Shares redeemed | | | (42,720,127 | ) | | | (14,342,228 | ) |
Total from Class I Shares. | | | (22,722,112 | ) | | | 14,829,222 | |
Class A Shares | | | | | | | | |
Proceeds from shares sold | | | 4,403,023 | | | | 5,325,935 | |
Reinvestment of distributions | | | 14,986 | | | | 46,215 | |
Shares redeemed | | | (7,255,626 | ) | | | (1,871,475 | ) |
Total from Class A Shares | �� | | (2,837,617 | ) | | | 3,500,675 | |
Class C Shares | | | | | | | | |
Proceeds from shares sold | | | 2,950 | | | | 197,322 | |
Reinvestment of distributions | | | — | | | | 755 | |
Shares redeemed | | | (4,948 | ) | | | (165,953 | ) |
Total from Class C Shares | | | (1,998 | ) | | | 32,124 | |
Net increase/(decrease) in net assets from capital share transactions | | | (25,561,727 | ) | | | 18,362,021 | |
Total increase/(decrease) in net assets | | | (16,232,247 | ) | | | 12,123,848 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 49,836,469 | | | | 37,712,621 | |
End of period | | $ | 33,604,222 | | | $ | 49,836,469 | |
The accompanying notes are an integral part of the financial statements.
73
SGI U.S. SMALL CAP EQUITY FUND
Statements of Changes in Net Assets (Concluded)
| | FOR THE YEAR ENDED AUGUST 31, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 1,826,006 | | | | 2,724,552 | |
Shares reinvested | | | 6,876 | | | | 24,285 | |
Shares redeemed | | | (3,758,088 | ) | | | (1,412,848 | ) |
Total Class I Shares | | | (1,925,206 | ) | | | 1,335,989 | |
Class A Shares | | | | | | | | |
Shares sold | | | 408,607 | | | | 529,555 | |
Shares reinvested | | | 1,394 | | | | 3,745 | |
Shares redeemed | | | (630,037 | ) | | | (182,617 | ) |
Total Class A Shares | | | (220,036 | ) | | | 350,683 | |
Class C Shares | | | | | | | | |
Shares sold | | | 277 | | | | 18,619 | |
Shares reinvested | | | — | | | | 62 | |
Shares redeemed | | | (478 | ) | | | (18,392 | ) |
Total Class C Shares | | | (201 | ) | | | 289 | |
Net increase/(decrease) in shares outstanding | | | (2,145,443 | ) | | | 1,686,961 | |
The accompanying notes are an integral part of the financial statements.
74
SGI GLOBAL EQUITY FUND
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | 974,342 | | | $ | 467,486 | |
Net realized gain/(loss) from investments | | | 5,367,053 | | | | (1,838,679 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | 9,054,219 | | | | 5,566,336 | |
Net increase/(decrease) in net assets resulting from operations | | | 15,395,614 | | | | 4,195,143 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (551,275 | ) | | | (985,930 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (551,275 | ) | | | (985,930 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 61,955,131 | | | | 45,798,226 | |
Reinvestment of distributions | | | 464,361 | | | | 698,565 | |
Shares redeemed | | | (23,490,959 | ) | | | (12,964,281 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 38,928,533 | | | | 33,532,510 | |
Total increase/(decrease) in net assets | | | 53,772,872 | | | | 36,741,723 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 58,262,022 | | | | 21,520,299 | |
End of period | | $ | 112,034,894 | | | $ | 58,262,022 | |
|
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 1,813,299 | | | | 1,517,536 | |
Shares reinvested | | | 13,666 | | | | 21,205 | |
Shares redeemed | | | (673,755 | ) | | | (429,011 | ) |
Net increase/(decrease) in shares outstanding | | | 1,153,210 | | | | 1,109,730 | |
The accompanying notes are an integral part of the financial statements.
75
SGI CONSERVATIVE FUND
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2021 | | | FOR THE PERIOD ENDED AUGUST 31, 2020(1) | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (2,019 | ) | | $ | (197 | ) |
Net realized gain/(loss) from investments | | | 28,972 | | | | 15,290 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 19,369 | | | | 16,604 | |
Net increase/(decrease) in net assets resulting from operations | | | 46,322 | | | | 31,697 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (17,684 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (17,684 | ) | | | — | |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 1,512,467 | | | | 1,246,923 | |
Reinvestment of distributions | | | 17,684 | | | | — | |
Shares redeemed | | | (817,511 | ) | | | (623,426 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 712,640 | | | | 623,497 | |
Total increase/(decrease) in net assets | | | 741,278 | | | | 655,194 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 655,194 | | | | — | |
End of period | | $ | 1,396,472 | | | $ | 655,194 | |
|
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 146,885 | | | | 123,505 | |
Shares reinvested | | | 1,722 | | | | — | |
Shares redeemed | | | (79,426 | ) | | | (60,119 | ) |
Net increase/(decrease) in shares outstanding | | | 69,181 | | | | 63,386 | |
(1) | Fund commenced operations on June 8, 2020. |
The accompanying notes are an integral part of the financial statements.
76
SGI PRUDENT GROWTH FUND
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2021 | | | FOR THE PERIOD ENDED AUGUST 31, 2020(1) | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (59,456 | ) | | $ | (11,085 | ) |
Net realized gain/(loss) from investments | | | 264,359 | | | | 558 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 698,753 | | | | 305,588 | |
Net increase/(decrease) in net assets resulting from operations | | | 903,656 | | | | 295,061 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (4,271 | ) | | | — | |
Net decrease in net assets from dividends and distributions to shareholders | | | (4,271 | ) | | | — | |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 6,704,479 | | | | 6,362,213 | |
Reinvestment of distributions | | | 4,271 | | | | — | |
Shares redeemed | | | (3,208,535 | ) | | | (249,431 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 3,500,215 | | | | 6,112,782 | |
Total increase/(decrease) in net assets | | | 4,399,600 | | | | 6,407,843 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 6,407,843 | | | | — | |
End of period | | $ | 10,807,443 | | | $ | 6,407,843 | |
|
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 608,029 | | | | 629,135 | |
Shares reinvested | | | 394 | | | | — | |
Shares redeemed | | | (288,003 | ) | | | (24,705 | ) |
Net increase/(decrease) in shares outstanding | | | 320,420 | | | | 604,430 | |
(1) | Fund commenced operations on June 8, 2020. |
The accompanying notes are an integral part of the financial statements.
77
SGI PEAK GROWTH FUND
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2021 | | | FOR THE PERIOD ENDED AUGUST 31, 2020(1) | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (108,378 | ) | | $ | (19,137 | ) |
Net realized gain/(loss) from investments | | | 662,947 | | | | 1,287 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 779,268 | | | | 596,960 | |
Net increase/(decrease) in net assets resulting from operations | | | 1,333,837 | | | | 579,110 | |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Class I Shares | | | | | | | | |
Proceeds from shares sold | | | 5,837,060 | | | | 6,840,227 | |
Shares redeemed | | | (3,558,030 | ) | | | (92,592 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 2,279,030 | | | | 6,747,635 | |
Total increase/(decrease) in net assets | | | 3,612,867 | | | | 7,326,745 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 7,326,745 | | | | — | |
End of period | | $ | 10,939,612 | | | $ | 7,326,745 | |
|
SHARES TRANSACTIONS: | | | | | | | | |
Class I Shares | | | | | | | | |
Shares sold | | | 500,535 | | | | 678,507 | |
Shares redeemed | | | (303,661 | ) | | | (9,078 | ) |
Net increase/(decrease) in shares outstanding | | | 196,874 | | | | 669,429 | |
(1) | Fund commenced operations on June 8, 2020. |
The accompanying notes are an integral part of the financial statements.
78
SGI SMALL CAP GROWTH FUND
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED AUGUST 31, 2021 | | | FOR THE YEAR ENDED AUGUST 31, 2020 | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | | | | | |
Net investment income/(loss) | | $ | (331,002 | ) | | $ | (225,757 | ) |
Net realized gain/(loss) from investments | | | 29,571,349 | | | | 378,756 | |
Net change in unrealized appreciation/(depreciation) on investments | | | (5,218,328 | ) | | | 5,209,500 | |
Net increase/(decrease) in net assets resulting from operations | | | 24,022,019 | | | | 5,362,499 | |
| | | | | | | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
Total distributable earnings | | | (3,334,454 | ) | | | (208,711 | ) |
Net decrease in net assets from dividends and distributions to shareholders | | | (3,334,454 | ) | | | (208,711 | ) |
| | | | | | | | |
INCREASE/(DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS: |
Proceeds from shares sold | | | 126,727,651 | | | | 486,094 | |
Reinvestment of distributions | | | 3,236,288 | | | | 199,405 | |
Distributions for shares redeemed | | | (110,352,037 | ) | | | (18,031,798 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 19,611,902 | | | | (17,346,299 | ) |
Total increase/(decrease) in net assets | | | 40,299,467 | | | | (12,192,511 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 57,109,196 | | | | 69,301,707 | |
End of period | | $ | 97,408,663 | | | $ | 57,109,196 | |
| | | | | | | | |
SHARES TRANSACTIONS: | | | | | | | | |
Shares sold | | | 3,271,914 | | | | 19,675 | |
Shares reinvested | | | 102,414 | | | | 7,251 | |
Shares redeemed | | | (2,881,312 | ) | | | (698,757 | ) |
Net increase/(decrease) in shares outstanding | | | 493,016 | | | | (671,831 | ) |
The accompanying notes are an integral part of the financial statements.
79
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 19.55 | | | $ | 18.24 | | | $ | 17.97 | | | $ | 15.43 | | | $ | 14.69 | |
Net investment income/(loss)(1) | | | 0.03 | | | | 0.14 | | | | 0.18 | | | | 0.16 | | | | 0.22 | |
Net realized and unrealized gain/(loss) on investments(2) | | | 3.76 | | | | 1.66 | | | | 0.75 | | | | 3.52 | | | | 0.90 | |
Net increase/(decrease) in net assets resulting from operations | | | 3.79 | | | | 1.80 | | | | 0.93 | | | | 3.68 | | | | 1.12 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.08 | ) | | | (0.18 | ) | | | (0.11 | ) | | | (0.18 | ) | | | (0.16 | ) |
Net realized capital gains | | | (0.05 | ) | | | (0.31 | ) | | | (0.55 | ) | | | (0.96 | ) | | | (0.22 | ) |
Total dividends and distributions to shareholders | | | (0.13 | ) | | | (0.49 | ) | | | (0.66 | ) | | | (1.14 | ) | | | (0.38 | ) |
Net asset value, end of period | | $ | 23.21 | | | $ | 19.55 | | | $ | 18.24 | | | $ | 17.97 | | | $ | 15.43 | |
Total investment return/(loss)(3) | | | 19.46 | % | | | 10.10 | % | | | 5.83 | % | | | 24.98 | % | | | 7.73 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 506,159 | | | $ | 556,511 | | | $ | 497,097 | | | $ | 437,424 | | | $ | 91,977 | |
Ratio of expenses to average net assets with waivers and/or reimbursements net of amounts recouped | | | 0.87 | % | | | 0.85 | % | | | 0.93 | % | | | 0.98 | % | | | 0.98 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements net of amounts recouped | | | 0.87 | % | | | 0.85 | % | | | 0.86 | % | | | 0.94 | % | | | 1.14 | % |
Ratio of net investment income/(loss) to average net assets | | | 0.15 | % | | | 0.76 | % | | | 1.07 | % | | | 0.87 | % | | | 1.32 | % |
Portfolio turnover rate(4) | | | 91 | % | | | 129 | % | | | 104 | % | | | 85 | % | | | 31 | % |
(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.
80
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 19.59 | | | $ | 18.29 | | | $ | 17.99 | | | $ | 15.40 | | | $ | 14.67 | |
Net investment income/(loss)(1) | | | (0.02 | ) | | | 0.08 | | | | 0.14 | | | | 0.10 | | | | 0.16 | |
Net realized and unrealized gain/(loss) on investments(2) | | | 3.77 | | | | 1.67 | | | | 0.76 | | | | 3.55 | | | | 0.92 | |
Net increase/(decrease) in net assets resulting from operations | | | 3.75 | | | | 1.75 | | | | 0.90 | | | | 3.65 | | | | 1.08 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.04 | ) | | | (0.14 | ) | | | (0.05 | ) | | | (0.10 | ) | | | (0.13 | ) |
Net realized capital gains | | | (0.05 | ) | | | (0.31 | ) | | | (0.55 | ) | | | (0.96 | ) | | | (0.22 | ) |
Total dividends and distributions to shareholders | | | (0.09 | ) | | | (0.45 | ) | | | (0.60 | ) | | | (1.06 | ) | | | (0.35 | ) |
Net asset value, end of period | | $ | 23.25 | | | $ | 19.59 | | | $ | 18.29 | | | $ | 17.99 | | | $ | 15.40 | |
Total investment return/(loss)(3) | | | 19.20 | % | | | 9.78 | % | | | 5.61 | % | | | 24.68 | % | | | 7.48 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 29,423 | | | $ | 23,424 | | | $ | 14,751 | | | $ | 9,530 | | | $ | 22,195 | |
Ratio of expenses to average net assets with waivers and/or reimbursements net of amounts recouped | | | 1.12 | % | | | 1.10 | % | | | 1.18 | % | | | 1.23 | % | | | 1.23 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements net of amounts recouped | | | 1.12 | % | | | 1.10 | % | | | 1.11 | % | | | 1.27 | % | | | 1.39 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.09 | )% | | | 0.47 | % | | | 0.84 | % | | | 0.62 | % | | | 1.07 | % |
Portfolio turnover rate(4) | | | 91 | % | | | 129 | % | | | 104 | % | | | 85 | % | | | 31 | % |
(1) | The selected per share data is calculated based on the 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. Total investment return does not reflect any applicable sales charge. |
(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.
81
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 19.11 | | | $ | 17.79 | | | $ | 17.59 | | | $ | 15.15 | | | $ | 14.51 | |
Net investment income/(loss)(1) | | | (0.17 | ) | | | (0.05 | ) | | | 0.01 | | | | (0.02 | ) | | | 0.04 | |
Net realized and unrealized gain/(loss) on investments(2) | | | 3.65 | | | | 1.71 | | | | 0.74 | | | | 3.48 | | | | 0.93 | |
Net increase/(decrease) in net assets resulting from operations | | | 3.48 | | | | 1.66 | | | | 0.75 | | | | 3.46 | | | | 0.97 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | — | | | | (0.03 | ) | | | — | | | | (0.06 | ) | | | (0.11 | ) |
Net realized capital gains | | | (0.05 | ) | | | (0.31 | ) | | | (0.55 | ) | | | (0.96 | ) | | | (0.22 | ) |
Total dividends and distributions to shareholders | | | (0.05 | ) | | | (0.34 | ) | | | (0.55 | ) | | | (1.02 | ) | | | (0.33 | ) |
Net asset value, end of period | | $ | 22.54 | | | $ | 19.11 | | | $ | 17.79 | | | $ | 17.59 | | | $ | 15.15 | |
Total investment return/(loss)(3) | | | 18.25 | % | | | 9.47 | % | | | 4.78 | % | | | 23.80 | % | | | 6.74 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 2,917 | | | $ | 2,915 | | | $ | 2,350 | | | $ | 1,916 | | | $ | 1,226 | |
Ratio of expenses to average net assets with waivers and/or reimbursements net of amounts recouped | | | 1.87 | % | | | 1.85 | % | | | 1.93 | % | | | 1.98 | % | | | 1.98 | % |
Ratio of expenses to average net assets without waivers and/or reimbursements net of amounts recouped | | | 1.87 | % | | | 1.85 | % | | | 1.86 | % | | | 2.00 | % | | | 2.15 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.84 | )% | | | (0.26 | )% | | | 0.07 | % | | | (0.11 | )% | | | 0.30 | % |
Portfolio turnover rate(4) | | | 91 | % | | | 129 | % | | | 104 | % | | | 85 | % | | | 31 | % |
(1) | The selected per share data is calculated based on the 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.
82
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 10.03 | | | $ | 11.49 | | | $ | 13.82 | | | $ | 12.39 | | | $ | 10.83 | |
Net investment income/(loss)(1) | | | (0.02 | ) | | | 0.07 | | | | 0.14 | | | | (0.01 | ) | | | 0.04 | |
Net realized and unrealized gain/(loss) on investments(2) | | | 1.92 | | | | (1.40 | ) | | | (1.89 | ) | | | 2.61 | | | | 1.57 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.90 | | | | (1.33 | ) | | | (1.75 | ) | | | 2.60 | | | | 1.61 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.02 | ) | | | (0.13 | ) | | | (0.04 | ) | | | (0.05 | ) | | | (0.05 | ) |
Net realized capital gains | | | — | | | | — | | | | (0.54 | ) | | | (1.12 | ) | | | — | (4) |
Total dividends and distributions to shareholders | | | (0.02 | ) | | | (0.13 | ) | | | (0.58 | ) | | | (1.17 | ) | | | (0.05 | ) |
Net asset value, end of period | | $ | 11.91 | | | $ | 10.03 | | | $ | 11.49 | | | $ | 13.82 | | | $ | 12.39 | |
Total investment return/(loss)(3) | | | 19.02 | % | | | (11.75 | )% | | | (12.43 | )% | | | 22.26 | % | | | 14.86 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 27,913 | | | $ | 42,830 | | | $ | 33,707 | | | $ | 31,559 | | | $ | 12,919 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.23 | % | | | 1.23 | % | | | 1.23 | % | | | 1.23 | % | | | 1.23 | % |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.40 | % | | | 1.36 | % | | | 1.40 | % | | | 1.60 | % | | | 2.21 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.23 | )% | | | 0.68 | % | | | 1.19 | % | | | (0.05 | )% | | | 0.31 | % |
Portfolio turnover rate(5) | | | 135 | % | | | 151 | % | | | 145 | % | | | 122 | % | | | 95 | % |
(1) | The selected per share data is calculated based on the 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) | Amount represents less than $0.005 per share. |
(5) | 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.
83
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 10.00 | | | $ | 11.46 | | | $ | 13.80 | | | $ | 12.38 | | | $ | 10.83 | |
Net investment income/(loss)(1) | | | (0.05 | ) | | | 0.03 | | | | 0.11 | | | | (0.03 | ) | | | 0.01 | |
Net realized and unrealized gain/(loss) on investments(2) | | | 1.92 | | | | (1.38 | ) | | | (1.88 | ) | | | 2.59 | | | | 1.57 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.87 | | | | (1.35 | ) | | | (1.77 | ) | | | 2.56 | | | | 1.58 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.02 | ) | | | (0.11 | ) | | | (0.03 | ) | | | (0.02 | ) | | | (0.03 | ) |
Net realized capital gains | | | — | | | | — | | | | (0.54 | ) | | | (1.12 | ) | | | — | (4) |
Total dividends and distributions to shareholders | | | (0.02 | ) | | | (0.11 | ) | | | (0.57 | ) | | | (1.14 | ) | | | (0.03 | ) |
Net asset value, end of period | | $ | 11.85 | | | $ | 10.00 | | | $ | 11.46 | | | $ | 13.80 | | | $ | 12.38 | |
Total investment return/(loss)(3) | | | 18.69 | % | | | (11.95 | )% | | | (12.61 | )% | | | 21.90 | % | | | 14.63 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 5,573 | | | $ | 6,905 | | | $ | 3,892 | | | $ | 3,560 | | | $ | 3,132 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.48 | % | | | 1.48 | % | | | 1.48 | % | | | 1.48 | % | | | 1.48 | % |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.65 | % | | | 1.61 | % | | | 1.65 | % | | | 1.86 | % | | | 2.44 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.48 | )% | | | 0.32 | % | | | 0.94 | % | | | (0.23 | )% | | | 0.06 | % |
Portfolio turnover rate(5) | | | 135 | % | | | 151 | % | | | 145 | % | | | 122 | % | | | 95 | % |
(1) | The selected per share data is calculated based on the 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. Total investment return does not reflect any applicable sales charge. |
(4) | Amount represents less than $0.005 per share. |
(5) | 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.
84
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 9.75 | | | $ | 11.22 | | | $ | 13.59 | | | $ | 12.27 | | | $ | 10.80 | |
Net investment income/(loss)(1) | | | (0.14 | ) | | | (0.03 | ) | | | 0.01 | | | | (0.12 | ) | | | (0.08 | ) |
Net realized and unrealized gain/(loss) on investments(2) | | | 1.87 | | | | (1.37 | ) | | | (1.84 | ) | | | 2.56 | | | | 1.55 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.73 | | | | (1.40 | ) | | | (1.83 | ) | | | 2.44 | | | | 1.47 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net realized capital gains | | | — | | | | (0.07 | ) | | | (0.54 | ) | | | (1.12 | ) | | | — | (4) |
Total dividends and distributions to shareholders | | | — | | | | (0.07 | ) | | | (0.54 | ) | | | (1.12 | ) | | | — | (4) |
Net asset value, end of period | | $ | 11.48 | | | $ | 9.75 | | | $ | 11.22 | | | $ | 13.59 | | | $ | 12.27 | |
Total investment return/(loss)(3) | | | 17.74 | % | | | (12.57 | )% | | | (13.30 | )% | | | 21.05 | % | | | 13.63 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 118 | | | $ | 102 | | | $ | 114 | | | $ | 200 | | | $ | 168 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 2.23 | % | | | 2.23 | % | | | 2.23 | % | | | 2.23 | % | | | 2.23 | % |
Ratio of expenses to average net assets without waivers and reimbursements | | | 2.40 | % | | | 2.36 | % | | | 2.40 | % | | | 2.61 | % | | | 2.89 | % |
Ratio of net investment income/(loss) to average net assets | | | (1.26 | )% | | | (0.29 | )% | | | 0.09 | % | | | (0.95 | )% | | | (0.67 | )% |
Portfolio turnover rate(5) | | | 135 | % | | | 151 | % | | | 145 | % | | | 122 | % | | | 95 | % |
(1) | The selected per share data is calculated based on the 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) | Amount represents less than $0.005 per share. |
(5) | 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.
85
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, 2021 | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 32.93 | | | $ | 32.62 | | | $ | 30.30 | | | $ | 27.20 | | | $ | 24.93 | |
Net investment income/(loss)(1) | | | 0.38 | | | | 0.41 | | | | 0.53 | | | | 0.35 | | | | 0.06 | |
Net realized and unrealized gain/(loss) on investments | | | 5.24 | | | | 1.06 | | | | 2.20 | | | | 2.75 | | | | 2.21 | |
Net increase/(decrease) in net assets resulting from operations | | | 5.62 | | | | 1.47 | | | | 2.73 | | | | 3.10 | | | | 2.27 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.22 | ) | | | (0.85 | ) | | | (0.41 | ) | | | — | | | | — | |
Net realized capital gains | | | — | | | | (0.31 | ) | | | — | | | | — | | | | — | |
Total dividends and distributions to shareholders | | | (0.22 | ) | | | (1.16 | ) | | | (0.41 | ) | | | — | | | | — | |
Redemption fees added to paid-in capital(1) | | | — | (2) | | | — | (2) | | | — | (2) | | | — | (2) | | | — | (2) |
Net asset value, end of period | | $ | 38.33 | | | $ | 32.93 | | | $ | 32.62 | | | $ | 30.30 | | | $ | 27.20 | |
Total investment return/(loss)(3) | | | 17.15 | % | | | 4.53 | % | | | 9.18 | % | | | 11.36 | % | | | 9.15 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 112,035 | | | $ | 58,262 | | | $ | 21,520 | | | $ | 19,530 | | | $ | 22,765 | |
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 | | | 0.95 | % | | | 0.98 | % | | | 1.11 | % | | | 1.25 | % | | | 1.32 | % |
Ratio of net investment income/(loss) to average net assets | | | 1.09 | % | | | 1.32 | % | | | 1.75 | % | | | 1.19 | % | | | 0.26 | % |
Portfolio turnover rate(4) | | | 88 | % | | | 122 | % | | | 74 | % | | | 44 | % | | | 247 | % |
(1) | The selected per share data is calculated based on the 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.
86
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 respective periods. This information has been derived from information provided in the financial statements. |
| | Class I Shares | |
| | For the Year Ended August 31, 2021 | | | FOR THE PERIOD ENDED AUGUST 31, 2020(1) | |
Per Share Operating Performance | | | | | | | | |
Net asset value, beginning of period | | $ | 10.34 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.02 | ) | | | — | (3) |
Net realized and unrealized gain/(loss) on investments(4) | | | 0.34 | | | | 0.34 | |
Net increase/(decrease) in net assets resulting from operations | | | 0.32 | | | | 0.34 | |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | — | | | | — | |
Net realized capital gains | | | (0.13 | ) | | | — | |
Total dividends and distributions to shareholders | | | (0.13 | ) | | | — | |
Net asset value, end of period | | $ | 10.53 | | | $ | 10.34 | |
Total investment return/(loss)(5) | | | 3.12 | % | | | 3.40 | %(7) |
| | | | | | | | |
Ratios/Supplemental Data | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 1,396 | | | $ | 655 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.70 | % | | | 1.70 | %(6) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 6.56 | % | | | 16.08 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | (0.15 | )% | | | (0.09 | )%(6) |
Portfolio turnover rate(8) | | | 174 | % | | | 65 | %(7) |
(1) | The Fund commenced investment operations on June 8, 2020. |
(2) | The selected per share data is calculated based on the average shares outstanding method for the period. |
(3) | Amount represents less than $0.005 per share. |
(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 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. |
(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.
87
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 respective periods. This information has been derived from information provided in the financial statements. |
| | Class I Shares | |
| | For the Year Ended August 31, 2021 | | | FOR THE PERIOD ENDED AUGUST 31, 2020(1) | |
Per Share Operating Performance | | | | | | | | |
Net asset value, beginning of period | | $ | 10.60 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.07 | ) | | | (0.03 | ) |
Net realized and unrealized gain/(loss) on investments(3) | | | 1.16 | | | | 0.63 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.09 | | | | 0.60 | |
Dividends and distributions to shareholders from: | | | | | | | | |
Net investment income | | | — | (4) | | | — | |
Net realized capital gains | | | — | (4) | | | — | |
Total dividends and distributions to shareholders | | | — | | | | — | |
Net asset value, end of period | | $ | 11.69 | | | $ | 10.60 | |
Total investment return/(loss)(5) | | | 10.34 | % | | | 6.00 | %(7) |
| | | | | | | | |
Ratios/Supplemental Data | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 10,807 | | | $ | 6,408 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.70 | % | | | 1.70 | %(6) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.75 | % | | | 3.97 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | (0.67 | )% | | | (1.08 | )%(6) |
Portfolio turnover rate(8) | | | 170 | % | | | 6 | %(7) |
(1) | The Fund commenced investment operations on June 8, 2020. |
(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) | Amount represents less than $0.005 per share. |
(5) | 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. |
(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.
88
SGI PEAK 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 respective periods. This information has been derived from information provided in the financial statements. |
| | Class I Shares | |
| | For the Year Ended August 31, 2021 | | | FOR THE PERIOD ENDED AUGUST 31, 2020(1) | |
Per Share Operating Performance | | | | | | | | |
Net asset value, beginning of period | | $ | 10.94 | | | $ | 10.00 | |
Net investment income/(loss)(2) | | | (0.14 | ) | | | (0.04 | ) |
Net realized and unrealized gain/(loss) on investments(3) | | | 1.83 | | | | 0.98 | |
Net increase/(decrease) in net assets resulting from operations | | | 1.69 | | | | 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 | | $ | 12.63 | | | $ | 10.94 | |
Total investment return/(loss)(4) | | | 15.45 | % | | | 9.40 | %(6) |
| | | | | | | | |
Ratios/Supplemental Data | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 10,940 | | | $ | 7,327 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.70 | % | | | 1.70 | %(5) |
Ratio of expenses to average net assets without waivers and reimbursements | | | 1.74 | % | | | 3.52 | %(5) |
Ratio of net investment income/(loss) to average net assets | | | (1.17 | )% | | | (1.58 | )%(5) |
Portfolio turnover rate(7) | | | 178 | % | | | 5 | %(6) |
(1) | The Fund commenced investment operations on June 8, 2020. |
(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.
89
SGI SMALL CAP GROWTH FUND
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 financial statements. |
| | FOR THE YEAR ENDED AUGUST 31, 2021(1) | | | 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 | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 28.16 | | | $ | 25.67 | | | $ | 35.14 | | | $ | 32.04 | | | $ | 27.00 | |
Net investment income/(loss)(2) | | | (0.15 | ) | | | (0.10 | ) | | | (0.15 | ) | | | (0.19 | ) | | | (0.18 | ) |
Net realized and unrealized gain/(loss) from investments | | | 12.33 | | | | 2.68 | | | | (5.55 | ) | | | 6.63 | | | | 5.22 | |
Net increase/(decrease) in net assets resulting from operations | | | 12.18 | | | | 2.58 | | | | (5.70 | ) | | | 6.44 | | | | 5.04 | |
Dividends and distributions to shareholders from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.07 | ) | | | — | | | | — | | | | — | | | | — | |
Net realized capital gains | | | (1.63 | ) | | | (0.09 | ) | | | (3.77 | ) | | | (3.34 | ) | | | — | |
Total dividends and distributions to shareholders | | | (1.70 | ) | | | (0.09 | ) | | | (3.77 | ) | | | (3.34 | ) | | | — | |
Net asset value, end of period | | $ | 38.64 | | | $ | 28.16 | | | $ | 25.67 | | | $ | 35.14 | | | $ | 32.04 | |
Total investment return(3) | | | 44.61 | % | | | 10.04 | % | | | (16.02 | )% | | | 21.77 | % | | | 18.69 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000’s omitted) | | $ | 97,409 | | | $ | 57,109 | | | $ | 69,302 | | | $ | 96,579 | | | | $ 106,278 | |
Ratio of expenses to average net assets with waivers and reimbursements | | | 1.24 | % | | | 1.25 | % | | | 1.25 | % | | | 1.25 | % | | | 1.27 | % |
Ratio of expenses to average net assets without waiver and reimbursements(4) | | | 1.29 | % | | | 1.38 | % | | | 1.37 | % | | | 1.29 | % | | | 1.37 | % |
Ratio of net investment income/(loss) to average net assets | | | (0.43 | )% | | | (0.38 | )% | | | (0.53 | )% | | | (0.57 | )% | | | (0.61 | )% |
Portfolio turnover rate(5) | | | 314 | % | | | 302 | % | | | 344 | % | | | 349 | % | | | 366 | % |
(1) | The Bogle Investment Management Small Cap Growth Fund (the “Predecessor Fund”) changed it’s name to the SGI Small Cap Growth Fund at the close of business on March 15, 2021. All prior performance and accounting information was assumed by the Fund. |
(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 each period reported and includes reinvestments of dividends and distributions, if any. |
(4) | 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). |
(5) | 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.
90
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements
AUGUST 31, 2021
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-nine 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, the SGI Peak Growth Fund and the SGI Small Cap Growth Fund (formerly, the Bogle Investment Management Small Cap Growth Fund) (each a “Fund” and, collectively, the “Funds”). The SGI Small Cap Growth Fund, the SGI U.S. Large Cap Equity Fund and the SGI U.S. Small Cap Equity Fund commenced investment operations on October 1, 1999, 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.
Effective as of the close of business on March 15, 2021, Summit took over management of the SGI Small Cap Growth 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, the SGI Peak Growth Fund and the SGI Small Cap 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 88.223 billion shares are currently classified into one hundred and ninety-three 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, the SGI Peak Growth Fund and the SGI Small Cap 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, 2021, and the period covered by these Notes to Financial Statements is the fiscal period ended August 31, 2021 (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
91
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2021
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 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 | | $ | 532,084,034 | | | $ | 532,084,034 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 6,149,266 | | | | 6,149,266 | | | | — | | | | — | |
Total Investments* | | $ | 538,233,300 | | | $ | 538,233,300 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI U.S. Small Cap Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 32,928,962 | | | $ | 32,928,962 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 635,997 | | | | 635,997 | | | | — | | | | — | |
Total Investments* | | $ | 33,564,959 | | | $ | 33,564,959 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI Global Equity Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 108,603,126 | | | $ | 108,603,126 | | | $ | — | | | $ | — | |
Exchange-Traded Funds | | | 1,687,292 | | | | 1,687,292 | | | | — | | | | — | |
Short-Term Investments | | | 1,847,678 | | | | 1,847,678 | | | | — | | | | — | |
Total Investments* | | $ | 112,138,096 | | | $ | 112,138,096 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI CONSERVATIVE Fund | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 1,245,380 | | | $ | 1,245,380 | | | $ | — | | | $ | — | |
Mutual Funds | | | 136,202 | | | | 136,202 | | | | — | | | | — | |
Short-Term Investments | | | 32,475 | | | | 32,475 | | | | — | | | | — | |
Total Investments* | | $ | 1,414,057 | | | $ | 1,414,057 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
92
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2021
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
SGI PRUDENT GROWTH Fund | | | | | | | | | | | | | | | | |
Exchange-Traded Funds | | $ | 5,400,975 | | | $ | 5,400,975 | | | $ | — | | | $ | — | |
Mutual Funds | | | 5,231,101 | | | | 5,231,101 | | | | — | | | | — | |
Short-Term Investments | | | 257,961 | | | | 257,961 | | | | — | | | | — | |
Total Investments* | | $ | 10,890,037 | | | $ | 10,890,037 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI PEAK GROWTH FUND | | | | | | | | | | | | �� | | | | |
Exchange-Traded Funds | | $ | 2,586,098 | | | $ | 2,586,098 | | | $ | — | | | $ | — | |
Mutual Funds | | | 8,221,093 | | | | 8,221,093 | | | | — | | | | — | |
Short-Term Investments | | | 12,484 | | | | 12,484 | | | | — | | | | — | |
Total Investments* | | $ | 10,819,675 | | | $ | 10,819,675 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | |
SGI SMALL CAP GROWTH Fund | | | | | | | | | | | | | | | | |
Common Stocks | | $ | 94,628,370 | | | $ | 94,628,370 | | | $ | — | | | $ | — | |
Exchange-Traded Funds | | | 1,270,144 | | | | 1,270,144 | | | | — | | | | — | |
Short-Term Investments | | | 1,615,814 | | | | 1,615,814 | | | | — | | | | — | |
Total Investments* | | $ | 97,514,328 | | | $ | 97,514,328 | | | $ | — | | | $ | — | |
* | 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 purchases, sales, 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.
93
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2021
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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, 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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary from market to market, 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.
94
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2021
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 December 31, 2021 for 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 and until December 31, 2022 for the SGI Small Cap 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 | |
SGI Conservative Fund | | | 0.75 | | | | 1.70 | | | | — | | | | — | |
SGI Prudent Growth Fund | | | 0.75 | | | | 1.70 | | | | — | | | | — | |
SGI Peak Growth Fund | | | 0.75 | | | | 1.70 | | | | — | | | | — | |
SGI Small Cap Growth Fund(1) | | | 0.95 | | | | 1.23 | | | | — | | | | — | |
| (1) | Prior to May 6, 2021, the advisory fee paid to the Adviser and the previous investment adviser was 1.00% and the Expense Cap was 1.25%. |
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 | | $ | 3,683,935 | | | $ | — | | | | — | | | $ | 3,683,935 | |
SGI U.S. Small Cap Equity Fund | | | 430,563 | | | | (75,377 | ) | | | — | | | | 355,187 | |
SGI Global Equity Fund | | | 624,166 | | | | (97,962 | ) | | | — | | | | 526,204 | |
SGI Conservative Fund | | | 9,823 | | | | (63,697 | ) | | | — | | | | (53,874 | ) |
SGI Prudent Growth Fund | | | 66,724 | | | | (13,235 | ) | | | 8,781 | | | | 62,270 | |
SGI Peak Growth Fund | | | 69,730 | | | | (12,786 | ) | | | 9,263 | | | | 66,207 | |
SGI Small Cap Growth Fund | | | 756,748 | | | | (38,737 | ) | | | — | | | | 718,011 | |
95
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (Continued)
AUGUST 31, 2021
As of the end of the reporting period, the Funds had amounts available for recoupment by the Adviser as follows:
| | EXPIRATION | |
FUND | | August 31, 2022 | | | August 31, 2023 | | | August 31, 2024 | |
SGI U.S. Small Cap Equity Fund | | $ | 61,230 | | | $ | 58,188 | | | $ | 75,377 | |
SGI Global Equity Fund | | | 54,073 | | | | 50,894 | | | | 97,962 | |
SGI Conservative Fund | | | — | | | | 32,032 | | | | 63,697 | |
SGI Prudent Growth Fund | | | — | | | | 16,270 | | | | 13,235 | |
SGI Peak Growth Fund | | | — | | | | 11,079 | | | | 12,786 | |
SGI Small Cap Growth Fund | | | — | | | | 75,685 | | | | 38,737 | |
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.
Quasar Distributors, LLC (the “Distributor”), a wholly-owned broker-dealer subsidiary of Foreside Financial Group, 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.
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 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.
96
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
AUGUST 31, 2021
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 | | $ | 468,170,209 | | | $ | 593,966,205 | |
SGI U.S. Small Cap Equity Fund | | | 57,898,306 | | | | 80,762,830 | |
SGI Global Equity Fund | | | 118,370,767 | | | | 75,676,603 | |
SGI Conservative Fund | | | 2,872,260 | | | | 2,149,150 | |
SGI Prudent Growth Fund | | | 18,064,634 | | | | 14,654,112 | |
SGI Peak Growth Fund | | | 18,221,357 | | | | 15,956,670 | |
SGI Small Cap Growth Fund | | | 251,584,031 | | | | 235,480,656 | |
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, 2021, 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 | | $ | 404,044,771 | | | $ | 143,994,407 | | | $ | (9,805,878 | ) | | $ | 134,188,529 | |
SGI U.S. Small Cap Equity Fund | | | 28,437,243 | | | | 6,203,471 | | | | (1,075,755 | ) | | | 5,127,716 | |
SGI Global Equity Fund | | | 96,215,066 | | | | 17,716,628 | | | | (1,793,598 | ) | | | 15,923,030 | |
SGI Conservative Fund | | | 1,387,781 | | | | 41,713 | | | | (15,437 | ) | | | 26,276 | |
SGI Prudent Growth Fund | | | 9,952,523 | | | | 1,019,699 | | | | (82,185 | ) | | | 937,514 | |
SGI Peak Growth Fund | | | 9,480,717 | | | | 1,415,886 | | | | (76,928 | ) | | | 1,338,958 | |
SGI Small Cap Growth Fund | | | 97,428,931 | | | | 6,563,373 | | | | (6,477,976 | ) | | | 85,397 | |
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 passive foreign investment companies.
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.
97
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
AUGUST 31, 2021
Permanent differences as of August 31, 2021, primarily attributable to Net Operating Losses and Distribution in Excess were reclassified among the following accounts:
| | Distributable Earnings/(loss) | | | Paid-in Capital | |
SGI U.S. Small Cap Equity Fund | | $ | 168,469 | | | $ | (168,469 | ) |
SGI Global Equity Fund | | | 265 | | | | (265 | ) |
SGI Conservative Fund | | | 8 | | | | (8 | ) |
SGI Prudent Growth Fund | | | 508 | | | | (508 | ) |
SGI Peak Growth Fund | | | 552 | | | | (552 | ) |
As of August 31, 2021, the components of distributable earnings on a tax basis were as follows:
FUND | | Undistributed Ordinary Income | | | UNDISTRIBUTED LONG TERM GAINS | | | Capital Loss Carry Forward | | | Qualified late- year loss deferral | | | OTHER TEMPORARY DIFFERENCES | | | NET Unrealized Appreciation/ (Depreciation) | |
SGI U.S. Large Cap Equity Fund | | $ | 20,410,249 | | | $ | 49,934,251 | | | $ | — | | | $ | — | | | $ | — | | | $ | 134,188,529 | |
SGI U.S. Small Cap Equity Fund | | | — | | | | — | | | | (2,346,901 | ) | | | (66,441 | ) | | | — | | | | 5,127,716 | |
SGI Global Equity Fund | | | 2,069,409 | | | | 2,432,514 | | | | — | | | | — | | | | — | | | | 15,923,030 | |
SGI Conservative Fund | | | 30,536 | | | | 3,531 | | | | — | | | | — | | | | — | | | | 26,276 | |
SGI Prudent Growth Fund | | | 219,145 | | | | 49,828 | | | | — | | | | — | | | | (11,533 | ) | | | 937,514 | |
SGI Peak Growth Fund | | | 497,166 | | | | 93,998 | | | | — | | | | — | | | | (14,340 | ) | | | 1,338,958 | |
SGI Small Cap Growth Fund | | | 22,307,089 | | | | 3,503,454 | | | | — | | | | — | | | | — | | | | 85,397 | |
The differences between the book and tax basis components of distributable earnings relate primarily to wash sales and investments in publicly traded partnerships.
The tax character of dividends and distributions paid during the fiscal year ended August 31, 2021 and August 31, 2020 were as follows:
FUND | | Ordinary Income | | | Long-Term Gains | | | Total | |
SGI U.S. Large Cap Equity Fund | 2021 | | | 1,974,531 | | | | 1,299,116 | | | | 3,273,647 | |
| 2020 | | | 7,409,283 | | | | 7,493,904 | | | | 14,903,187 | |
SGI U.S. Small Cap Equity Fund | 2021 | | | 119,130 | | | | — | | | | 119,130 | |
| 2020 | | | 502,870 | | | | — | | | | 502,870 | |
SGI Global Equity Fund | 2021 | | | 551,275 | | | | — | | | | 551,275 | |
| 2020 | | | 723,090 | | | | 262,840 | | | | 985,930 | |
SGI Conservative Fund | 2021 | | | 17,684 | | | | — | | | | 17,684 | |
SGI Prudent Growth Fund | 2021 | | | 4,271 | | | | — | | | | 4,271 | |
SGI Small Cap Growth Fund | 2021 | | | 3,152,424 | | | | 182,030 | | | | 3,334,454 | |
| 2020 | | | — | | | | 208,711 | | | | 208,711 | |
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for federal income tax purposes.
98
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (continued)
AUGUST 31, 2021
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, 2021, the SGI U.S. Small Cap Equity Fund had $1,114,136 of short-term and $1,232,765 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, 2021, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until September 1, 2021. SGI U.S. Small Cap Equity Fund deferred qualified late-year losses of $66,441, which will be treated as arising on the first business day of the following fiscal year.
6. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Funds. When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely affect a Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Funds’ financial statements.
7. CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On May 13, 2021 , the Board, upon the recommendation of the Fund’s audit committee, dismissed PricewaterhouseCoopers, LLP as independent registered public accounting firm for the SGI Small Cap Growth Fund and selected Ernst & Young LLP as the independent registered public accounting firm for the Fund.
The reports by PricewaterhouseCoopers, LLP on the financial statements of the Fund as of and for the fiscal years ended August 31, 2020 and August 31, 2019, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended August 31, 2020 and August 31, 2019, there were no (1) disagreements with PricewaterhouseCoopers, LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreements, or (2) reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K.
99
SUMMIT GLOBAL INVESTMENTS
Notes to Financial Statements (concluded)
AUGUST 31, 2021
During the Fund’s fiscal years ended August 31, 2020 and August 31, 2019 , the Fund, nor anyone on its behalf has consulted with Ernst & Young LLP on items which (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Fund’s financial statements or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K under the Securities Exchange Act of 1934, as amended) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).
8. 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.
100
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, SGI Peak Growth Fund, and SGI Small Cap 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, SGI Peak Growth Fund, and SGI Small Cap Growth Fund (collectively referred to as the “Funds”) (seven of the portfolios constituting The RBB Fund, Inc. (the “Company”)), including the portfolios of investments, as of August 31, 2021, and the related statements of operations, 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 (seven of the portfolios constituting The RBB Fund, Inc.) at August 31, 2021, 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 SGI U.S. Small Cap Equity Fund | For the year ended August 31, 2021 | For each of the two years in the period ended August 31, 2021 | For each of the five years in the period ended August 31, 2021 |
SGI Global Equity Fund | For the year ended August 31, 2021 | For each of the two years in the period ended August 31, 2021 | For each of the four years in the period ended August 31, 2021 |
SGI Conservative Fund, SGI Prudent Growth Fund and SGI Peak Growth Fund | For the year ended August 31, 2021 | For the year ended August 31, 2021 and for the period June 8, 2020 (Commencement of Operation) to August 31, 2020. |
SGI Small Cap Growth Fund | For the year ended August 31, 2021 |
The financial highlights of SGI Global Equity Fund, for the year ended presented through August 31, 2017, were audited by other auditors whose report dated October 27, 2017, expressed an unqualified opinion on those financial highlights.
The financial highlights and statement changes in net assets of SGI Small Cap Growth Fund, for the year ended presented through August 31, 2020, were audited by other auditors whose report dated October 27, 2020, 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 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.
101
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, 2021, 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 29, 2021
102
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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2021. During the fiscal year ended August 31, 2021, 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 | | | 2021 | | | $ | 1,974,531 | | | $ | 1,299,116 | |
SGI U.S. Small Cap Equity Fund | | | 2021 | | | | 119,130 | | | | — | |
SGI Global Equity Fund | | | 2021 | | | | 551,275 | | | | — | |
SGI Conservative Fund | | | 2021 | | | | 17,684 | | | | — | |
SGI Prudent Growth Fund | | | 2021 | | | | 4,271 | | | | — | |
SGI Peak Growth Fund | | | 2021 | | | | — | | | | — | |
SGI Small Cap Growth Fund | | | 2021 | | | | 3,152,424 | | | | 182,030 | |
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, 2021 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 | | | 88.36 | % |
SGI U.S. Small Cap Equity Fund | | | 100.00 | % |
SGI Global Equity Fund | | | 80.55 | % |
SGI Conservative Fund | | | 1.93 | % |
SGI Prudent Growth Fund | | | 17.30 | % |
SGI Peak Growth Fund | | | 0.00 | % |
SGI Small Cap Growth Fund | | | 2.70 | % |
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 | | | 88.40 | % |
SGI U.S. Small Cap Equity Fund | | | 100.00 | % |
SGI Global Equity Fund | | | 36.86 | % |
SGI Conservative Fund | | | 0.00 | % |
SGI Prudent Growth Fund | | | 8.25 | % |
SGI Peak Growth Fund | | | 0.00 | % |
SGI Small Cap Growth Fund | | | 2.67 | % |
103
SUMMIT GLOBAL INVESTMENTS
SHAREHOLDER TAX INFORMATION (UNAUDITED) (Concluded)
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 | % |
SGI Small Cap Growth Fund | | | 0.00 | % |
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 | | | 0.00 | % |
SGI U.S. Small Cap Equity Fund | | | 0.00 | % |
SGI Global Equity Fund | | | 0.00 | % |
SGI Conservative Fund | | | 100.00 | % |
SGI Prudent Growth Fund | | | 69.98 | % |
SGI Peak Growth Fund | | | 0.00 | % |
SGI Small Cap Growth Fund | | | 95.73 | % |
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 2022.
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.
104
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, SGI GLOBAL EQUITY FUND, SGI CONSERVATIVE FUND, SGI PRUDENT GROWTH FUND, AND SGI PEAK GROWTH 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 SGI Global Equity Fund, 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 May 12-13, 2021 (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 SGI 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 SGI’s services provided to the Funds; (ii) descriptions of the experience and qualifications of SGI’s personnel providing those services; (iii) SGI’s investment philosophies and processes; (iv) SGI’s assets under management and client descriptions; (v) SGI’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) SGI’s current advisory fee arrangement with the Company and other similarly managed clients; (vii) SGI’s compliance procedures; (viii) SGI’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 SGI. The Directors concluded that SGI had substantial resources to provide services to the Funds and that SGI’s services had been acceptable.
The Directors also considered the investment performance of the Funds and SGI. 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 underperformed its benchmark, the S&P 500 Index, for the year-to-date, one-year, three-year, five-year and since-inception periods ended March 31, 2021. The Directors also noted that the SGI
105
SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited) (Continued)
U.S. Large Cap Equity Fund ranked in the 1st quintile in its Lipper Performance Group for the three-year and four-year periods, in the 2nd quintile for the 5-year period, and in the 3rd quintile for the one-year and two-year periods ended December 31, 2020.
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, five-year, and since-inception periods ended March 31, 2021. The Directors also noted that the SGI U.S. Small Cap Equity Fund ranked in the 5th quintile in its Lipper Performance Group for the one-year, two-year, three-year, four-year and since-inception periods ended December 31, 2020.
The Directors noted that the SGI Global Equity Fund’s investment performance outperformed its benchmark, the MSCI ACWI Index, for the since-inception period, and underperformed its benchmark for the year-to-date, one-year, three-year, five-year, and ten-year periods, each ended March 31, 2021. The Directors also noted that the SGI Global Equity Fund ranked in the 3rd quintile in its Lipper Performance Group for the three-year and four-year periods and in the 5th quintile for the one-year, two-year and five-year periods ended December 31, 2020.
Next, the Directors noted that the SGI Peak Growth Fund’s investment performance underperformed its benchmark, the MSCI ACWI Index, for the year-to-date period ended March 31, 2021. The Directors also noted that the SGI Peak Growth Fund ranked in the 5th quintile in its Lipper Performance Group for the since-inception period ended December 31, 2020.
The Directors noted that the SGI Prudent Growth Fund’s investment performance underperformed its benchmark, the MSCI ACWI Index, for the year-to-date period ended March 31, 2021. The Directors also noted that the SGI Prudent Growth Fund ranked in the 5th quintile in its Lipper Performance Group for the since-inception period ended December 31, 2020.
Finally, the Directors noted that the SGI Conservative Fund’s investment performance underperformed its benchmark, the MSCI ACWI Index, for the year-to-date period ended March 31, 2021. The Directors also noted that the SGI Conservative Fund ranked in the 5th quintile in its Lipper Performance Group for the since-inception period ended December 31, 2020.
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 of the SGI Global Equity Fund ranked in the 3rd 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 SGI Peak Growth 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.
The Directors noted that the actual advisor fee of the SGI Prudent Growth 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.
The Directors noted that the actual advisor fee of the SGI Conservative Fund ranked in the 1st quintile of the Fund’s Lipper Expense Group, and that the total expenses of the Fund ranked in the 4th quintile of its Lipper Expense Group.
106
SUMMIT GLOBAL INVESTMENTS
Other Information (Unaudited) (Concluded)
The Directors then noted that SGI had contractually agreed to waive management fees and reimburse expenses through at least December 31, 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 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, 2022.
Special Meeting of Shareholders
A special meeting of shareholders (the “Special Meeting”) of the SGI Small Cap Growth Fund (formerly, the Bogle Investment Management Small Cap Growth Fund) (the “Fund”) was held on May 6, 2021. At the Special Meeting, shareholders voted on one proposal – the approval of an investment advisory agreement between Summit Global Investments, LLC and The RBB Fund, Inc., on behalf of the Fund. Further details regarding the proposal and the Special Meeting are contained in a definitive proxy statement filed with the Securities and Exchange Commission on March 1, 2021.
At the Special Meeting, the proposal was approved by shareholders of the Fund as follows:
| Number of Votes For | Number of Votes Against | Number of Votes Abstain |
Proposal | 1,217,405.366 | 90,716.306 | 44,888.458 |
107
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
108
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: 73
| Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60
| Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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 |
109
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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
110
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 has served 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.
111
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 |
112
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, SGI Peak Growth Fund and SGI Small Cap 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, SGI Peak Growth Fund and SGI Small Cap 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, SGI Peak Growth Fund and SGI Small Cap 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. |
113
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-AR21
ANNUAL
report 2021
A series of The RBB Fund, Inc.
8/31/21
Stance Equity ESG Large Cap Core ETF |
| |
Stance Equity ESG Large Cap Core ETF (STNC) | |
| |
Letter to Shareholders | 1 |
Portfolio Characteristics | 3 |
Fund Expense Example | 5 |
Schedule of Investments | 6 |
Financial Statements | 11 |
Notes to Financial Statements | 15 |
Report of Independent Registered Public Accounting Firm | 23 |
Shareholder Tax Information | 24 |
Notice to Shareholders | 25 |
Privacy Notice | 27 |
Directors and Officers | 33 |
Stance Equity ESG Large Cap Core ETF
Letter to Shareholders
August 31, 2021 (Unaudited)
Dear Stance Equity ESG Large Cap Core ETF Shareholder:
The Stance Equity ESG Large Cap Core ETF (ticker: “STNC”), the “Fund”, commenced investment operations during mid-March 2021 and has been structured to attempt to achieve long-term capital appreciation. The Fund is an actively managed exchange-traded fund (“ETF”) that invests, under normal circumstances at least 80% of the value of its net assets (plus the amount of any borrowings for investment purposes) in exchange-traded equity securities of U.S. large capitalization issuers that meet environmental, social, and governance (“ESG”) standards, as determined and in the sole discretion of Stance Capital, LLC (“Stance”). The Fund currently considers companies within the Russell 1000® Index and S&P 500® Index to be large capitalization issuers.
In identifying investments for the Fund, Stance generally utilizes three independent processes. First, we apply a rules-based methodology to the universe of large capitalization companies and identify companies that successfully manage, in Stance’s view and in its sole discretion, sustainability-related key performance indicators (“KPIs”) which may include energy productivity1, carbon intensity2, water dependence3, waste profile4 and KPIs relating to governance, which may include capacity to innovate, unfunded pension fund liabilities, chief executive officer/average worker pay, safety performance, employee turnover, leadership diversity, percentage tax paid, and percent of bonus linked to sustainability performance. Companies who have engaged exclusively or primarily in weapons, tobacco, or thermal coal, are generally excluded from consideration. Second, we apply a machine learning model which uses financial, risk, and other factors to identify companies that, in our view, and based on our sole discretion, are most likely to outperform both in absolute returns and in risk adjusted returns over the next quarter. Finally, we attempt to optimize the Fund’s portfolio by minimizing tail risk and maximize diversification.
Since inception on March 16, 2021, the Fund’s total return for the period ended August 31, 2021 was 11.23%, which compares to the S&P 500 Total Return Index’s return of 14.68% during that same period. Please note we will refer to the SPDR® S&P 500® ETF Trust (“SPY ETF”) as the investable version of the benchmark for the purposes of analytics below.
In the opinion of the management team, the Fund’s underperformance was largely driven by two main events:
| 1) | The Fund being exposed to lower market risk than the investable benchmark (SPY ETF). We believe the management team’s focus on risk efficiency generally enables the Fund to have a superior risk to return profile; however this may lead to underperformance in strong upward markets. |
| 2) | The blow up of Archegos Capital Management and the resulting downward performance of ViacomCBS, which was a large Fund position in Q1 of 2021, resulted in significant underperformance in the latter part of Q1 of 2021. |
The management team believes that our risk efficiency will pay off over the longer term as markets correct and does not expect another hedge fund to blow up and take out a large S&P500® Index name.
It is worth noting that the S&P500® Index has significantly high exposure to technology/communication services companies. The top 5 companies in the S&P500® Index represent 22.51% of the index,as compared to 17.62% of the Fund’s portfolio on rebalance.
1 | Energy Productivity: Revenue (converted to USD using PPP exchange Rate) / (Energy Use – renewable energy generated by the company or certified RECs). |
2 | Carbon Intensity: Carbon Emissions / Revenue (converted to USD using PPP exchange rate). |
3 | Water Dependence: Water use / Revenue (converted to USD using PPP exchange rate). |
4 | Waste Profile: Waste Productivity: Revenue (converted to USD using PPP exchange Rate) / Total waste generated. |
Stance Equity ESG Large Cap Core ETF
Letter to Shareholders (concluded)
August 31, 2021 (Unaudited)
The portfolio management team is optimistic and confident that our process will yield excess benchmark returns, as we are expecting to enter into a more volatile market environment where we expect our focus on risk efficiency will be rewarded.
Sincerely,
Bill Davis
Bill Davis
Founding Partner, Portfolio Manager
Stance Capital, LLC
Stance Equity ESG Large Cap Core ETF
Portfolio Characteristics
(Unaudited)
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED AUGUST 31, 2021 |
| Since Inception | Inception Date |
Stance Equity ESG Large Cap Core ETF | 11.23% | 3/15/2021 |
S&P 500® Total Return Index** | 14.68%(1) | — |
Fund Expense Ratios (2): Gross 0.95% and Net 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 ratios of the Fund are set forth according to the Prospectus for the Fund and may differ from the expense ratios disclosed in the Financial Highlights table in this report. See the Financial Highlights for most current expense ratios. |
** | 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. |
Stance Equity ESG Large Cap Core ETF
Portfolio Characteristics (Concluded)
(Unaudited)
The following tables show the top ten holdings and sector allocations, in which the Stance Equity ESG Large Cap Core ETF was invested in as of August 31, 2021. Portfolio holdings are subject to change without notice.
Top TEN Holdings | % OF Net Assets |
Regeneron Pharmaceuticals, Inc. | 3.8% |
Sherwin-Williams Co/The | 3.7 |
CVS Health Corp. | 3.5 |
Starbucks Corp. | 3.4 |
Verisk Analytics, Inc. | 3.3 |
eBay, Inc. | 3.3 |
Ralph Lauren Corp. | 3.3 |
MarketAxess Holdings, Inc. | 3.2 |
Sealed Air Corp. | 3.0 |
Biogen, Inc. | 2.9 |
| 33.4% |
The Stance Equity ESG Large Cap Core ETF uses the Global Industry Classification StandardSM (“GICSSM”) as the basis for the classification of securities on the Schedule of Investments (“SOI”).
Sector Allocation | % OF Net Assets |
Health Care | 24.0% |
Consumer Discretionary | 18.9 |
Industrials | 14.4 |
Consumer Staples | 13.0 |
Information Technology | 12.4 |
Financials | 6.7 |
Materials | 6.7 |
Communication Services | 2.3 |
Real Estate | 0.9 |
| 99.3% |
Stance Equity ESG Large Cap Core ETF
Fund Expense Example
AUGUST 31, 2021 (Unaudited)
As a shareholder of the Fund, 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. 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 ETFs.
This example is based on an investment of $1,000 invested at the beginning of the six-month period from March 1, 2021 through August 31, 2021, and held for the entire period. The actual values and expenses are based on the 168-day period from inception on March 15, 2021 through August 31, 2021.
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 a 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, 2021 | Ending Account Value AUGUST 31, 2021 | Expenses Paid During Period* | Annualized Expense Ratio | Actual SINCE INCEPTION Total Investment Return for the Fund |
Stance Equity ESG Large Cap Core ETF | | | | |
Actual | $ 1,000.00 | $ 1,112.30 | $ 4.13 | 0.85% | 11.23% |
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.92 | 4.33 | 0.85 | N/A |
* | Expenses are equal to the Fund’s annualized expense ratio for the period March 1, 2021 through August 31, 2021, 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 365 to reflect the one-half year period. The actual dollar amounts shown are expenses paid by the Fund during the period from the Fund’s inception on March 15, 2021 through August 31, 2021 multiplied by 168 days, which is the number of days from the Fund’s inception through August 31, 2021. The Fund’s ending account value in the first section in the table is based on the actual since inception total investment return for the Fund. |
Stance Equity ESG Large Cap Core ETF
Schedule of Investments
AUGUST 31, 2021
| | Number of Shares | | | Value | |
| | | | | | | | |
Common Stocks — 99.3% | | | | | | | | |
Air Freight & Logistics — 0.4% | | | | | | | | |
Expeditors International of Washington, Inc. (United States) | | | 1,164 | | | $ | 145,081 | |
Airlines — 1.4% | | | | | | | | |
American Airlines Group, Inc. (United States)* | | | 25,259 | | | | 503,664 | |
Automobiles — 0.4% | | | | | | | | |
Ford Motor Co. (United States)* | | | 10,152 | | | | 132,281 | |
Biotechnology — 6.6% | | | | | | | | |
Biogen, Inc. (United States)* | | | 3,151 | | | | 1,067,906 | |
Regeneron Pharmaceuticals, Inc. (United States)* | | | 2,078 | | | | 1,399,325 | |
| | | | | | | 2,467,231 | |
Building Products — 2.3% | | | | | | | | |
Allegion PLC (Ireland) | | | 2,898 | | | | 417,283 | |
Johnson Controls International PLC (Ireland) | | | 6,033 | | | | 451,268 | |
| | | | | | | 868,551 | |
Capital Markets — 6.7% | | | | | | | | |
Franklin Resources, Inc. (United States) | | | 4,587 | | | | 148,802 | |
MarketAxess Holdings, Inc. (United States) | | | 2,518 | | | | 1,198,366 | |
Moody’s Corp. (United States) | | | 1,423 | | | | 541,836 | |
S&P Global, Inc. (United States) | | | 969 | | | | 430,062 | |
T Rowe Price Group, Inc. (United States) | | | 730 | | | | 163,425 | |
| | | | | | | 2,482,491 | |
Chemicals — 3.7% | | | | | | | | |
Sherwin-Williams Co., (The) (United States) | | | 4,527 | | | | 1,374,714 | |
Commercial Services & Supplies — 1.1% | | | | | | | | |
Copart, Inc. (United States)* | | | 2,765 | | | | 399,045 | |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Schedule of Investments (continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Communications Equipment — 3.4% | | | | | | | | |
Cisco Systems Inc/Delaware (United States) | | | 14,886 | | | $ | 878,572 | |
Motorola Solutions, Inc. (United States) | | | 1,618 | | | | 395,148 | |
| | | | | | | 1,273,720 | |
Containers & Packaging — 3.0% | | | | | | | | |
Sealed Air Corp. (United States) | | | 18,240 | | | | 1,113,187 | |
Distributors — 0.8% | | | | | | | | |
Pool Corp. (United States) | | | 569 | | | | 281,257 | |
Electrical Equipment — 1.0% | | | | | | | | |
Eaton Corp PLC (Ireland) | | | 2,209 | | | | 371,907 | |
Electronic Equipment, Instruments & Components — 1.8% | | | | | | | | |
Keysight Technologies, Inc. (United States)* | | | 3,803 | | | | 682,182 | |
Entertainment — 0.4% | | | | | | | | |
Netflix, Inc. (United States)* | | | 277 | | | | 157,666 | |
Equity Real Estate Investment Trusts (REITs) — 0.9% | | | | | | | | |
Kimco Realty Corp. (United States) | | | 15,111 | | | | 329,269 | |
Food Products — 10.8% | | | | | | | | |
Conagra Brands, Inc. (United States) | | | 4,521 | | | | 149,736 | |
General Mills, Inc. (United States) | | | 11,926 | | | | 689,442 | |
Hershey Co., (The) (United States) | | | 3,019 | | | | 536,476 | |
Hormel Foods Corp. (United States) | | | 22,894 | | | | 1,042,593 | |
J M Smucker Co., (The) (United States) | | | 5,049 | | | | 624,410 | |
Kellogg Co. (United States) | | | 7,987 | | | | 504,299 | |
Mondelez International, Inc., Class A (United States) | | | 7,677 | | | | 476,511 | |
| | | | | | | 4,023,467 | |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Schedule of Investments (continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Health Care Equipment & Supplies — 4.3% | | | | | | | | |
Edwards Lifesciences Corp. (United States)* | | | 1,046 | | | $ | 122,570 | |
Hologic, Inc. (United States)* | | | 11,073 | | | | 876,428 | |
IDEXX Laboratories, Inc. (United States)* | | | 168 | | | | 113,192 | |
West Pharmaceutical Services, Inc. (United States) | | | 1,120 | | | | 505,814 | |
| | | | | | | 1,618,004 | |
Health Care Providers & Services — 10.3% | | | | | | | | |
AmerisourceBergen Corp. (United States) | | | 6,360 | | | | 777,256 | |
Anthem, Inc. (United States) | | | 1,523 | | | | 571,323 | |
Cardinal Health, Inc. (United States) | | | 5,958 | | | | 312,735 | |
Cigna Corp. (United States) | | | 1,963 | | | | 415,469 | |
CVS Health Corp. (United States) | | | 15,065 | | | | 1,301,465 | |
UnitedHealth Group, Inc. (United States) | | | 1,110 | | | | 462,060 | |
| | | | | | | 3,840,308 | |
Hotels, Restaurants & Leisure — 4.4% | | | | | | | | |
Starbucks Corp. (United States) | | | 10,892 | | | | 1,279,701 | |
Yum! Brands, Inc. (United States) | | | 2,767 | | | | 362,560 | |
| | | | | | | 1,642,261 | |
Household Durables — 1.2% | | | | | | | | |
Garmin Ltd. (Switzerland) | | | 2,519 | | | | 439,389 | |
Internet & Direct Marketing Retail — 3.3% | | | | | | | | |
eBay, Inc. (United States) | | | 16,192 | | | | 1,242,574 | |
IT Services — 1.7% | | | | | | | | |
DXC Technology Co. (United States)* | | | 2,877 | | | | 105,643 | |
Paychex, Inc. (United States) | | | 2,704 | | | | 309,527 | |
PayPal Holdings, Inc. (United States)* | | | 298 | | | | 86,021 | |
Visa, Inc., Class A (United States) | | | 619 | | | | 141,813 | |
| | | | | | | 643,004 | |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Schedule of Investments (continued)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Leisure Products — 1.2% | | | | | | | | |
Hasbro, Inc. (United States) | | | 4,595 | | | $ | 451,734 | |
Life Sciences Tools & Services — 1.2% | | | | | | | | |
Waters Corp. (United States)* | | | 1,058 | | | | 438,033 | |
Machinery — 4.5% | | | | | | | | |
Illinois Tool Works, Inc. (United States) | | | 875 | | | | 203,752 | |
Pentair PLC (Ireland) | | | 11,404 | | | | 879,933 | |
Westinghouse Air Brake Technologies Corp. (United States) | | | 6,781 | | | | 608,866 | |
| | | | | | | 1,692,551 | |
Media — 1.9% | | | | | | | | |
Omnicom Group, Inc. (United States) | | | 9,779 | | | | 716,018 | |
Personal Products — 2.3% | | | | | | | | |
Estee Lauder Cos., Inc., (The), Class A (United States) | | | 2,462 | | | | 838,286 | |
Pharmaceuticals — 1.6% | | | | | | | | |
Zoetis, Inc. (United States) | | | 2,912 | | | | 595,679 | |
Professional Services — 3.3% | | | | | | | | |
Verisk Analytics, Inc. (United States) | | | 6,163 | | | | 1,243,447 | |
Road & Rail — 0.4% | | | | | | | | |
CSX Corp. (United States) | | | 4,732 | | | | 153,932 | |
Semiconductors & Semiconductor Equipment — 0.2% | | | | | | | | |
Enphase Energy, Inc. (United States)* | | | 519 | | | | 90,166 | |
Software — 3.8% | | | | | | | | |
Adobe, Inc. (United States)* | | | 366 | | | | 242,914 | |
ANSYS, Inc. (United States)* | | | 490 | | | | 179,026 | |
Autodesk, Inc. (United States)* | | | 791 | | | | 245,281 | |
Cadence Design Systems, Inc. (United States)* | | | 796 | | | | 130,130 | |
Citrix Systems, Inc. (United States) | | | 3,681 | | | | 378,665 | |
salesforce.com, Inc. (United States)* | | | 860 | | | | 228,132 | |
| | | | | | | 1,404,148 | |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Schedule of Investments (Concluded)
AUGUST 31, 2021
| | Number of Shares | | | Value | |
| | | | | | | | |
Common Stocks (continued) | | | | | | | | |
Specialty Retail — 2.6% | | | | | | | | |
Home Depot Inc., (The) (United States) | | | 681 | | | $ | 222,128 | |
Lowe’s Cos, Inc. (United States) | | | 3,749 | | | | 764,384 | |
| | | | | | | 986,512 | |
Technology Hardware, Storage & Peripherals — 1.4% | | | | | | | | |
HP, Inc. (United States) | | | 17,863 | | | | 531,246 | |
Textiles, Apparel & Luxury Goods — 5.0% | | | | | | | | |
PVH Corp. (United States)* | | | 6,019 | | | | 630,731 | |
Ralph Lauren Corp. (United States) | | | 10,643 | | | | 1,235,972 | |
| | | | | | | 1,866,703 | |
Total Common Stocks (Cost $34,697,725) | | | | | | | 37,039,708 | |
| | | | | | | | |
Short-Term Investments — 0.7% | | | | | | | | |
U.S. Bank Money Market Deposit Account, 0.01% (United States)(a)* | | | 242,568 | | | | 242,568 | |
Total Short-Term Investments (Cost $242,568) | | | | | | | 242,568 | |
| | | | | | | | |
Total Investments (Cost $34,940,293) — 100.0% | | | | | | | 37,282,276 | |
Other Assets in Excess of Liabilities — 0.0% | | | | | | | 2,281 | |
NET ASSETS — 100.0% | | | | | | | | |
(Applicable to 1,340,000 shares outstanding) | | | | | | $ | 37,284,557 | |
* | Non-income producing security. |
PLC | Public Limited Company |
(a) | The rate shown is as of August 31, 2021. |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Statement of Assets and Liabilities
AUGUST 31, 2021
ASSETS | | | | |
Investments in securities, at value (cost $34,697,725) | | $ | 37,039,708 | |
Short-term investments, at value (cost $242,568) | | | 242,568 | |
Receivables for: | | | | |
Dividends | | | 28,687 | |
Total assets | | | 37,310,963 | |
| | | | |
LIABILITIES | | | | |
Payables for: | | | | |
Advisory fees | | | 26,406 | |
Total liabilities | | | 26,406 | |
Net assets | | $ | 37,284,557 | |
| | | | |
NET ASSETS CONSIST OF: | | | | |
Par value | | $ | 1,340 | |
Paid-in capital | | | 33,511,866 | |
Total distributable earnings/(losses) | | | 3,771,351 | |
Net assets | | $ | 37,284,557 | |
| | | | |
Shares outstanding ($0.001 par value, 100,000,000 shares authorized) | | | 1,340,000 | |
Net asset value, price per share | | | 27.82 | |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Statement of Operations
FOR THE PERIOD ENDED AUGUST 31, 2021*
INVESTMENT INCOME | | | | |
Dividends | | $ | 160,598 | |
Total investment income | | | 160,598 | |
| | | | |
EXPENSES | | | | |
Advisory fees (Note 3) | | | 146,820 | |
Total expenses | | | 146,820 | |
Expense fees (waived)/reimbursed | | | (15,462 | ) |
Net expenses after waivers/reimbursements | | | 131,358 | |
Net investment income/(loss) | | | 29,240 | |
| | | | |
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS | | | | |
Net realized gain/(loss) from investments | | | 250,351 | |
Net realized gain/(loss) from redemption in-kind | | | 1,149,777 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 2,341,983 | |
Net realized and unrealized gain/(loss) on investments | | | 3,742,111 | |
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 3,771,351 | |
* | Inception date of the Fund was March 15, 2021. |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Statement of Changes in Net Assets
| | FOR THE period ENDED AUGUST 31, 2021* | |
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | | | | |
Net investment income/(loss) | | $ | 29,240 | |
Net realized gain/(loss) from investments | | | 1,400,128 | |
Net change in unrealized appreciation/(depreciation) on investments | | | 2,341,983 | |
Net increase/(decrease) in net assets resulting from operations | | | 3,771,351 | |
| | | | |
CAPITAL SHARE TRANSACTIONS: | | | | |
Proceeds from shares sold | | | 62,522,221 | |
Shares redeemed | | | (29,009,015 | ) |
Net increase/(decrease) in net assets from capital share transactions | | | 33,513,206 | |
Total increase/(decrease) in net assets | | | 37,284,557 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period | | $ | 37,284,557 | |
| | | | |
SHARES TRANSACTIONS: | | | | |
Shares sold | | | 2,470,000 | |
Shares redeemed | | | (1,130,000 | ) |
Net increase/(decrease) in shares outstanding | | | 1,340,000 | |
* | Inception date of the Fund was March 15, 2021. |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core 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 period. This information has been derived from information provided in the financial statements.
| | For the Period Ended august 31, | |
| | 2021(1) | |
PER SHARE OPERATING PERFORMANCE | | | | |
Net asset value, beginning of period | | $ | 25.00 | |
Net investment income/(loss)(2) | | | 0.02 | |
Net realized and unrealized gain/(loss) from investments | | | 2.80 | |
Net increase/(decrease) in net assets resulting from operations | | | 2.82 | |
Net asset value, end of period | | $ | 27.82 | |
Market value, end of period | | $ | 27.91 | |
Total investment return/(loss) on net asset value(3) | | | 11.23 | %(5) |
Total investment return/(loss) on market price(4) | | | 11.56 | %(5) |
RATIO/SUPPLEMENTAL DATA | | | | |
Net assets, end of period (000’s omitted) | | $ | 37,285 | |
Ratio of expenses to average net assets with waivers and/or reimbursements | | | 0.85 | %(6) |
Ratio of expenses to average net assets without waivers and/or reimbursements | | | 0.95 | %(6) |
Ratio of net investment income/(loss) to average net assets | | | 0.19 | %(6) |
Portfolio turnover rate | | | 180 | %(5)(7) |
(1) | Inception date of the Fund was March 15, 2021. |
(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. |
(7) | Excludes effect of in-kind transfers. |
The accompanying notes are an integral part of these financial statements.
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements
AUGUST 31, 2021
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-nine separate investment portfolios, including the Stance Equity ESG Large Cap Core ETF (the “Fund”). The Fund commenced investment operations on March 15, 2021.
RBB has authorized capital of one hundred billion shares of common stock of which 88.223 billion shares are currently classified into one hundred and ninety-three classes of common stock. Each class represents an interest in an active or inactive RBB investment portfolio.
The investment objective of the Fund is to achieve 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, 2021, and the period covered by these Notes to Financial Statements is the since inception period from March 15, 2021 through August 31, 2021 (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. 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 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.). |
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2021
| ● | 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 | | $ | 37,039,708 | | | $ | 37,039,708 | | | $ | — | | | $ | — | |
Short-Term Investments | | | 242,568 | | | | 242,568 | | | | — | | | | — | |
Total Investments* | | $ | 37,282,276 | | | $ | 37,282,276 | | | $ | — | | | $ | — | |
* | Please refer to the Schedule 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 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 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
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2021
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. Certain expenses are shared with PENN Capital Funds Trust (the “Trust”), a series trust of affiliated funds. Expenses incurred on behalf of a specific class, fund or fund family of the Company or Trust are charged directly to the class, fund or fund family (in proportion to net assets). Expenses incurred for all funds (such as director or professional fees) are charged to all funds in proportion to their average net assets of RBB and the Trust, or in such other manner as the Board deems fair or equitable. Expenses and fees, including investment advisory 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 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. Quarterly, the Fund will report details of distributions including gain and loss distributions and related taxes.
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. Although vaccines for COVID-19 are becoming more widely available, 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 the pace of recovery which may vary market to market, 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 Policies and Practices
The sections below describe some of the different types of investments that may be made by the Fund and the investment practices in which the Fund may engage.
TYPES OF FIXED-INCOME SECURITIES — The Fund may invest in bonds and other types of debt obligations of U.S. and foreign issuers. Fixed income securities purchased by the Fund may include, among others, bonds, notes, and debentures issued by corporations; debt securities issued
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2021
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 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 the Fund. Subsequent to the purchase of a fixed-income security by the 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 the Fund would not require the Fund to sell the security.
TYPES OF EQUITY SECURITIES — In addition to common stock, the equity securities that the Fund may purchase include securities having equity characteristics, such as rights. Common stock represents an equity or ownership interest in a company. This interest often gives the Fund the right to vote on measures affecting the company’s organization and operations. Equity securities have a history of long-term growth in value, but their prices tend to fluctuate in the shorter term. Rights essentially are options to purchase equity securities at specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities. Rights normally have a short duration and are distributed directly by the issuer to its shareholders. Rights have no voting rights, receive no dividends, and have no rights with respect to the assets of the issuer.
SECURITIES OF OTHER INVESTMENT COMPANIES — The Fund may invest in securities of other investment companies, including ETF shares and shares of money market funds. The Fund’s investment in these securities (other than shares of money market funds and of certain ETFs) may be subject to certain limitations imposed by the 1940 Act — generally, a prohibition on acquiring more than 3 percent of the outstanding voting stock of another investment company. Investment companies such as ETFs and money market funds pay investment advisory and other fees and incur various expenses in connection with their operations. When the Fund invests in another investment company, shareholders of the Fund will indirectly bear these fees and expenses, which will be in addition to the fees and expenses of the Fund.
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
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2021
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.
TEMPORARY INVESTMENTS — During periods of adverse market or economic conditions, the 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, the Fund would not be pursuing its stated investment objective with its usual investment strategies. The 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 the Fund’s sub-adviser, Stance Capital, LLC. 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, the 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. The 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 Fund. Repurchase agreements involve certain risks not associated with direct investments in debt securities.
3. INVESTMENT adviser and other services
Red Gate Advisers, LLC (the “Adviser”) serves as the investment adviser to the Fund. Stance Capital, LLC and Vident Advisory, LLC each serves as an investment sub-adviser (“Sub-Adviser”) to the Fund. Subject to the supervision of the Board, the Adviser manages the overall investment operations of the Fund, primarily in the form of oversight of the Fund’s sub-advisers, pursuant to the terms of the Investment Advisory Agreement between the Adviser and the Company on behalf of the Fund. The Fund compensates the Adviser with a unitary management fee for its services at an annual rate of 0.95%; based on the 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 the Fund, including the cost of sub-advisory, 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.
The Adviser has contractually agreed to waive a portion of it’s unitary management fee for the first year of the Fund’s operations to the extent necessary to limit the Fund’s annual operating expenses (excluding brokerage commissions, taxes, interest expense, acquired fund fees and expenses, and any extraordinary expenses) to an amount not exceeding 0.85% annually of the Fund’s average daily net assets. This contractual limitation is in effect until March 15, 2022 and may not be terminated without the approval of the Board. The Adviser may discontinue these arrangements at any time after March 15, 2022.
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2021
During the current fiscal period, investment advisory fees accrued and waived were as follows:
| Gross ADVISORY FEES | | | WAIVERS AND/OR REIMBURSEMENTS | | | NET ADVISORY FEES | |
| | $ 146,820 | | | | $ (15,462) | | | | $ 131,358 | |
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.
Vigilant Distributors, LLC (the “Distributor”), an affiliate of the Adviser, serves as the principal underwriter and distributor of the Fund’s shares pursuant to a Distribution Agreement with RBB.
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, an affiliate of the Adviser, 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. As of the end of the reporting period, there were no director and officer fees charged or paid by the Fund.
4. PURCHASES AND SALES OF INVESTMENT SECURITIES
During the current fiscal period, aggregate purchases and sales of investment securities (excluding in-kind transactions and short-term investments) of the Fund were as follows:
| PURCHASES | | | SALES | |
| | $ 60,776,384 | | | | $ 60,793,877 | |
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 of in-kind transactions of the Fund were as follows:
| PURCHASES | | | SALES | |
| | $ 34,778,608 | | | | $ 29,106,114 | |
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (continued)
AUGUST 31, 2021
5. Federal Income tax information
It is the Fund’s intention to meet the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), that are applicable to a regulated investment company (“RIC”). The Fund intends to continue to operate so as to qualify to be taxed as a RIC under the Code and, as such, to not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify for RIC tax treatment, among other requirements, the Fund is required to distribute at least 90% of its investment company taxable income, as defined by the Code. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. While the Fund intends to distribute substantially all of its taxable net investment income and capital gains, if any, in a manner necessary to minimize the imposition of a 4% excise tax, there can be no assurance that it will avoid any or all of the excise tax. In such event, the Fund will be liable only for the amount by which it does not meet the foregoing distribution requirements. The Fund has adopted October 31 as its tax year end.
In accounting for income taxes, the Fund follows the guidance in FASB ASC Codification 740, as amended by ASU 2009-06, “Accounting for Uncertainty in Income Taxes” (“ASC 740”). ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. Management has concluded, there were no uncertain tax positions as of August 31, 2021 for federal income tax purposes or in, the Fund’s major state and local tax jurisdiction of Delaware.
Because U.S. federal income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent difference are reclassified among capital accounts in the financial statements to reflect the applicable tax characterization. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. The tax basis components of distributable earnings may differ from the amount reflected in the Statement of Assets and Liabilities due to temporary book/tax differences due to a tax free incorporation transfer. As of August 31, 2021 there were no permanent differences.
As of August 31, 2021, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
| FEDERAL TAX COST | | | UNREALIZED APPRECIATION | | | UNREALIZED (DEPRECIATION) | | | NET UNREALIZED APPRECIATION/ (DEPRECIATION) | |
| | $ 34,766,389 | | | | $ 3,042,007 | | | | $ (526,120) | | | | $ 2,515,887 | |
6. SHARE TRANSACTIONS
Shares of the Fund are listed and traded on the NYSE Arca, Inc. (the “Exchange”). Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV only in blocks of 5,000 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 the 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 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 the 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.
Stance Equity ESG Large Cap Core ETF
Notes to Financial Statements (concluded)
AUGUST 31, 2021
The 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 the Fund is $500, 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 the Fund for the transaction costs associated with the cash transactions. Variable fees received by the Fund, if any, are displayed in the capital shares transactions section of the Statement of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with $0.001 par value per share. Shares of the Fund have equal rights and privileges.
7. In-Kind SUBSCRIPTION
On March 15, 2021, the Fund received securities in connection with an in-kind subscription transaction. The seed shares totaled 1,105,000 with a NAV of $25.0159. For financial reporting purposes, these transactions were treated as purchases of securities and recognized based on the market value of the securities. The value of the initial in-kind subscriptions was $27,642,570.
8. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATORY UPDATES
In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund. When fully implemented, Rule 18f-4 may require changes in how the Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to a Fund’s use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Fund’s financial statements.
9. 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.
Stance Equity ESG Large Cap Core ETF
Report of Independent Registered Public Accounting Firm
To the Board of Directors of The RBB Fund, Inc. and Shareholders of Stance Equity ESG Large Cap Core ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Stance Equity ESG Large Cap Core ETF (one of the funds constituting The RBB Fund, Inc., hereafter referred to as the “Fund”) as of August 31, 2021, the related statement of operations and changes in net assets, including the related notes, and the financial highlights for the period March 15, 2021 (commencement of operations) through August 31, 2021 (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, 2021, and the results of its operations, changes in its net assets and the financial highlights for the period March 15, 2021 (commencement of operations) through August 31, 2021 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 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 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 audit 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 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 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. Our procedures included confirmation of securities owned as of August 31, 2021 by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
October 29, 2021
We have served as the auditor of one or more Red Gate Advisers, LLC investment companies since 2021.
Stance Equity ESG Large Cap Core ETF
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, 2021. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ending December 31, 2021. During the fiscal year ended August 31, 2021, the following dividends and distributions were paid by the Fund:
ORDINARY INCOME | LONG-TERM GAINS |
$ — | $ — |
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, 2021 are designated as “qualified dividend income,” as defined in the Act, and are subject to reduced tax rates:
The percentage of total ordinary income dividends paid qualifying for the corporate dividends received deduction for the Fund is as follows:
Because the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2021. 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 2022.
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.
Stance Equity ESG Large Cap Core ETF
Notice to Shareholders
(Unaudited)
Information on 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 during the most recent 12-month period ended June 30 are available (i) without charge, upon request, by calling (800) 617-0004; 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 Forms 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 Fund trade on an exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund is available, without charge, on the Fund’s website at www.stancefunds.com.
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 (1) the approval of new investment advisory agreements between the Adviser and the Company on behalf of the Funds (the “Advisory Agreement”) and (2) the approval of new sub-advisory agreements between the Adviser and Stance Capital, LLC and the approval of new sub-advisory agreements among the Adviser, the Company and Vident (together, the “Sub-Advisory Agreements”) at meetings of the Board held on November 11-12, 2020 and May 12-13, 2021 (collectively, the “Meeting”). At the Meeting, the Board, including all of the Independent Directors, approved the Advisory Agreement and the Sub-Advisory Agreements for initial terms. In approving the Advisory Agreement and the Sub-Advisory Agreements, the Board considered information provided by the Adviser and each of the Sub-Advisers with the assistance and advice of counsel to the Independent Directors and the Company.
In considering the approval of the Advisory Agreement between the Company and the Adviser with respect to the Fund, and the approval of the new Sub-Advisory Agreements between the Adviser and each of Stance and Vident (each, a “Sub-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 to be provided to the Fund by the Adviser and each Sub-Adviser; (ii) descriptions of the experience and qualifications of the personnel providing those services; (iii) the Adviser’s and the Sub-Advisers’ investment philosophies and processes; (iv) the Adviser’s and the Sub-Advisers’ assets under management and client descriptions; (v) the Adviser’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) the Adviser’s and the Sub-Advisers’ advisory fee arrangements and other similarly managed clients, as applicable; (vii) the Adviser’s and the Sub-Advisers’ compliance procedures; (viii) the Adviser’s and the Sub-Advisers’ financial information and insurance coverage; (ix) the extent to which economies of scale are relevant to the Fund; (x) a report comparing the performance of the Fund to the performance of its benchmark; and (xi) a report prepared by Broadridge/Lipper comparing the Fund’s proposed management fees and total expense ratio to those of its Lipper Group.
Stance Equity ESG Large Cap Core ETF
Notice to Shareholders (ConCLUDED)
(Unaudited)
As part of their review, the Directors considered the nature, extent and quality of the services to be provided by the Adviser and each Sub-Adviser. The Directors concluded that the Adviser and each Sub-Adviser had sufficient resources to provide services to the Fund.
The Board also considered the effect of the unitary management fee payable by the Fund under the 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 ETFs advised by other, unaffiliated investment advisory firms. The Directors also considered the fees payable to each Sub-Adviser under the Sub-Advisory Agreements.
After reviewing the information regarding the Adviser’s and the Sub-Advisers’ estimated costs, profitability and economies of scale, and after considering the services to be provided by the Adviser and Sub-Advisers, the Directors concluded that the unitary management fees to be paid by the Fund to the Adviser and the sub-advisory fees to be paid to each Sub-Adviser by the Adviser were fair and reasonable and that the Advisory Agreement and Sub-Advisory Agreements should be approved for an initial period ending August 16, 2022.
Stance Equity ESG Large Cap Core ETF
Privacy Notice
(Unaudited)
Scope of Privacy Policies and Procedures
Red Gate Advisers, LLC (“Red Gate”, “RGA” or “We”) is the investment adviser to the Stance Equity ESG Large Cap Core ETF (STNC), DriveWealth Steady Saver ETF (STBL) and DriveWealth Power Saver ETF (EERN) (collectively the “Funds”). As a registered investment adviser to the Funds, Red Gate is subject to the laws enforced by the SEC and the Federal Trade Commission that govern the privacy of consumer information, impose restrictions on the ability of financial institutions to disclose non-public personal information about consumers who are natural persons (i.e., individuals) to nonaffiliated third parties and require financial institutions to provide privacy notices to consumers. Red Gate’s clients are the Funds and we do not directly work with any consumer1, therefore the Privacy Policy and Privacy Notice below do not apply to Red Gate as we do not handle personal information specific to consumers. Non-public personal information about individuals includes personally identifiable financial information that is not publicly available, such as account balances, social security numbers, and net worth. Red Gate does not have access to this type of information. If Red Gate’s business changes, and they handle personal information of consumers, the below policy will be enforced.
These Privacy Policies and Procedures are designed to ensure that we maintain the confidentiality of personal information about our Fund investors and that we comply with applicable privacy regulations.
Applicability to Individuals
Privacy rules apply to both “consumers” and “customers.” A consumer is an individual who obtains or has obtained a financial product or service that is used primarily for personal, family, or household purposes. For example, an individual is a consumer if he or she provides non-public personal information in connection with obtaining or seeking to obtain investment advisory services from Red Gate or seeking to invest in a Fund or Funds, regardless of whether such services are provided or a continuing relationship with the individual is established. A customer, on the other hand, is a consumer that has a continuing relationship with an institution. For example, a Red Gate customer would include a Fund investor that is an individual.
These Privacy Policies and Procedures apply to all current and former “consumers” and “customers” of Red Gate and the Funds, and Red Gate and the Funds extend the same confidentiality protections to all investors, whether institutional or individual (collectively “Investors”).
Non-Disclosure of Investor Information
Red Gate and the Fund(s) do not share any information about Investors with nonaffiliated third parties, except as necessary or appropriate in connection with the processing and administration of the Fund’s investments and in connection with Red Gate and the Fund’s general business operations. For example, information about Investors may be disclosed as necessary to process an Investor’s subscription to a Fund, to the extent required in connection with an investment or transaction Red Gate proposes to make, or to Red Gate’s technical service providers that maintain the security of Red Gate or the Fund’s records. Information about Investors may also be disclosed to the extent an Investor specifically authorized the disclosure, and for other purposes required or permitted by law, such as where reasonably necessary to prevent fraud, unauthorized transactions or liability, to respond to judicial process or subpoena, or complying with federal, state or local laws.
In the event that Red Gate or a Fund discloses non-public personal information about an Investor either to a non-affiliated third party that provides marketing services on behalf of Red Gate or a Fund (i.e., not on behalf of Investors or as otherwise described above) or to a non-affiliated third party financial institution, such as a prime broker, in connection with joint marketing by Red Gate or a Fund and the third party, Red Gate shall: (i) notify Investors in the Privacy Notice (as described below) of the possibility
1 | A consumer is an individual who obtains or has obtained a financial product or service that is used primarily for personal, family, or household purposes. |
Stance Equity ESG Large Cap Core ETF
PRIVACY NOTICE (Continued)
(Unaudited)
of such disclosure; and (ii) enter into a contractual agreement with the third-party that prohibits the third-party from disclosing or using Investor information other than to carry out the purposes for which the information was disclosed to the third party and requires the parties agree to maintain the confidentiality of investor information. Any disclosure of Investor information to third-party service providers and joint marketing partners must be pre-approved by the Chief Compliance Officer.
Except as described above, Red Gate will not disclose non-public personal Investor information to non-affiliated parties, unless a Fund investor has been given a notice of the possibility of such disclosure and an opportunity to “opt-out” of the disclosure.
Privacy Notices
The Fund will deliver initial notification of these policies and procedures to Investors and annual notice to current Investors thereafter in the form of a privacy notice (the “Privacy Notice”). One acceptable method for delivering an initial notice is through a cover letter accompanying required Red Gate or Fund disclosure documents such as Red Gate’s Form ADV, which Red Gate provides to Investors, where applicable. An acceptable method for delivering an annual notice would be through a cover letter accompanying a monthly or quarterly statement to current Investors. A form of Privacy Notice is attached hereto as Exhibit A.
Safeguarding Investor Information and Disposing of Consumer Report Information
Employees of Red Gate must comply with certain minimum procedures that are designed to address administrative, technical and physical safeguards for the protection of Investor information, as well as for the proper disposal of consumer report information (or any compilation of consumer report information derived from consumer reports) about Investors who are individuals and current, former and prospective employees that Red Gate possesses for a business purpose. In general, a “consumer report” is any report from a consumer reporting agency that contains information bearing on an individual’s credit, reputation, personal characteristics, or mode of living, that is to be used as a factor in establishing the consumer’s eligibility for credit, employment, and certain financial transactions. Proper disposal of consumer report information is intended to protect Investors who are individuals and current, former and prospective employees from the possibility of unauthorized access to information about them that is contained in any consumer report (whether in paper, electronic or other form) and to protect against identity theft and fraud. Red Gate might possess consumer report information for example in connection with evaluating a potential investor or making an employment decision about an individual.
Red Gate’ policies and procedures designed to address these requirements are described below:
| A. | Secure Records Containing Investor Information |
| | Records containing Investor information must be stored in a secure location. The Chief Information Security Officer (“CISO”) is responsible for ensuring that: |
| 1. | Hard-copy records: Any records stored in hard copy should be kept in a secure, locked location, such as designated filing cabinets. |
| 2. | Diskette stored records: Any records stored on diskettes should be safeguarded by keeping diskettes in a secure locked location, such as designated filing cabinets. |
| 3. | Electronically stored records: Any records stored electronically on a hard drive server or otherwise should be safeguarded by restricting access through the use of passwords or other access-limiting devices. |
Stance Equity ESG Large Cap Core ETF
PRIVACY NOTICE (Continued)
(Unaudited)
| B. | Limit Access to Records Containing Investor Information |
| | Red Gate restricts access to Investor information to those employees who need to know such information in order to provide services to investors. Any employee who is authorized to have access to Investor information in connection with the performance of such employee’s duties and responsibilities is required to keep such information secure and confidential. |
| C. | Proper Disposal of Consumer Report Information |
| | Red Gate on behalf of its Transfer Agent on behalf of the Fund(s) are responsible for ensuring the proper disposal of consumer report information. Disposal of consumer report information means either (i) the discarding or abandoning of consumer report information or (ii) the sale, donation or transfer of any medium, including computer equipment, on which consumer report information is stored. These procedures do not require that the disposal of consumer report information, but they apply whenever there is disposal of such information. |
| 1. | Proper Disposal Measures. The Transfer Agent stores and disposes of paper records containing consumer reports. Consumer Reports of investor accounts that are inactive and maintained electronically by the Transfer Agent are purged from the Transfer Agent’s system, generally every 18 months. The Transfer Agent defines inactive accounts as: |
| (a) | Accounts that have been opened but never funded; |
| (b) | Accounts that were fully funded and subsequently fully redeemed; and |
| (c) | Accounts that are inactive for 18 months or greater. |
Review by Chief Compliance Officer
The Chief Compliance Officer may suggest changes that he/she deems necessary for the purpose of enhancing the effectiveness of the policies and procedures.
Further Information
The Chief Compliance Officer should be contacted for further information regarding these policies and procedures.
Stance Equity ESG Large Cap Core ETF
PRIVACY NOTICE (Continued)
(Unaudited)
Exhibit A
FACTS | WHAT DOES RED GATE ADVISERS, LLC (“RED GATE”) 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 of 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 Red Gate chooses to share; and whether you can limit this sharing. |
| | | |
Reasons we share your personal information | Does Red Gate share? | Can you limit this? |
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. | 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 | No |
For non-affiliates to market to you | No | We don’t share. |
To limit our sharing | 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. However, you can contact us at any time to limit our sharing |
Questions? | Call 1-888-229-1855 or visit https://redgateadvisers.com/ should you have any questions. |
Stance Equity ESG Large Cap Core ETF
PRIVACY NOTICE (CONTINUED)
(Unaudited)
Exhibit A
What we do | |
How does Red Gate 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 Red Gate 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. |
What happens when I limit sharing for an account I hold jointly with someone else? | 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:1-888-229-1855. 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 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. |
European Union’s General Data Protection Regulation | 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. |
Stance Equity ESG Large Cap Core ETF
PRIVACY NOTICE (Concluded)
(Unaudited)
Exhibit A
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. Red Gate shares ownership with Vigilant Compliance, LLC, Vigilant Distributors, LLC and Red Gate Distribution, LLC. |
Non-affiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. Red Gate does not share with non-affiliates so they can market to you. |
Joint marketing | A formal agreement between non-affiliated financial companies that together market financial products or services to you. Red Gate 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. |
Stance Equity ESG Large Cap Core ETF
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 (800) 617-0004.
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: 88 | Director | 1988 to present | From 1969 to 2011, Director and Vice Chairman, Comcast Corporation (cable television and communications). | 46 | AMDOCS Limited (service provider to telecommunications companies). |
J. Richard Carnall 615 East Michigan Street Milwaukee, WI 53202 Age: 82 | 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. | 46 | None. |
Gregory P. Chandler 615 East Michigan Street Milwaukee, WI 53202 Age: 54 | Director | 2012 to present | Since 2020, Chief Financial Officer, Herspiegel Consulting LLC (life sciences consulting services); 2020, Chief Financial Officer, Avocado Systems Inc. (cyber security software provider); 2009-2020, Chief Financial Officer, Emtec, Inc. (information technology consulting/services). | 46 | 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). |
Stance Equity ESG Large Cap Core ETF
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 |
Nicholas A. Giordano 615 East Michigan Street Milwaukee, WI 53202 Age: 78 | Director | 2006 to present | Since 1997, Consultant, financial services organizations. | 46 | 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) (until 2021). |
Arnold M. Reichman 615 East Michigan Street Milwaukee, WI 53202 Age: 73 | Chairman Director | 2005 to present 1991 to present | Retired. | 46 | EIP Investment Trust (registered investment company). |
Brian T. Shea 615 East Michigan Street Milwaukee, WI 53202 Age: 61 | Director | 2018 to present | From 2014-2017, Chief Executive Officer, BNY Mellon Investment Services (fund services, global custodian and securities clearing firm); from 1983-2014, Chief Executive Officer and various positions, Pershing LLC (broker dealer, clearing and custody firm). | 46 | 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: 80 | Director | 2006 to present | Since 2009, Administrative Law Judge, New York City; since 1980, Founding Partner, Straniere Law Group (law firm). | 46 | None. |
Stance Equity ESG Large Cap Core ETF
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 |
INTERESTED DIRECTOR2 |
Robert Sablowsky 615 East Michigan Street Milwaukee, WI 53202 Age: 83 | 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). | 46 | 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: 58 | 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); since 2021, President and Chief Compliance Officer of Penn Capital Funds Trust. | N/A | N/A |
James G. Shaw 615 East Michigan Street Milwaukee, WI 53202 Age: 60 | Treasurer and Secretary | 2016 to present | Treasurer and Secretary of The RBB Fund, Inc. (since 2016) and Penn Capital Funds Trust (since 2021); 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: 46 | Director of Marketing & Business Development | 2019 to present | Director of Marketing & Business Development of The RBB Fund, Inc. (since 2019) and Penn Capital Funds Trust (since 2021); from 2000-2019, Managing Director, Third Avenue Management LLC. | N/A | N/A |
Stance Equity ESG Large Cap Core ETF
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 |
Jennifer Witt 615 East Michigan Street Milwaukee, WI 53202 Age: 38 | Assistant Treasurer | 2018 to present | Since 2020, Vice President, U.S. Bank Global Fund Services (fund administrative services firm); from 2016 to 2020, Assistant Vice President, U.S. Bank Global Fund Services; from 2007 to 2016, Supervisor, Nuveen Investments (registered investment company). | N/A | N/A |
Edward Paz 615 East Michigan Street Milwaukee, WI 53202 Age: 50 | 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: 62 | 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: 42 | Assistant Secretary | 2017 to present | Since 2017, Partner, Faegre Drinker Biddle & Reath LLP (law firm). | N/A | N/A |
* | Each Director oversees 46 portfolios of the fund complex, consisting of the series in the Company and Penn Capital Funds Trust (7 portfolios). |
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. |
Stance Equity ESG Large Cap Core ETF
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 has served 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
Red Gate Advisers, LLC
Gateway Corporate Center, Ste 216
223 Wilmington West Chester Pike Chadds Ford, PA 19317
INVESTMENT SUB-ADVISERS
Stance Capital, LLC
75 Central Street, 5th Floor
Boston, Massachusetts 02109
Vident Investment Advisory, LLC
1125 Sanctuary Parkway
Suite 515
Alpharetta, GA 30009
ADMINISTRATOR AND TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53202
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1800
2001 Market Street
Philadelphia, PA 19103
UNDERWRITER
Vigilant Distributors, LLC
Gateway Corporate Center, Ste 216
223 Wilmington West Chester Pike
Chadds Ford, PA 19317
LEGAL COUNSEL
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
(This Page Intentionally Left Blank.)
(This Page Intentionally Left Blank.)
(This Page Intentionally Left Blank.)
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 2021 | Fiscal Year 2020 |
Ernst & Young LLP | $676,775 | $596,611 |
PricewaterhouseCoopers LLP | $266,548 | $234,803 |
Tait, Weller & Baker | $90,900 | $88,900 |
Aggregate Fees | $1,034,223 | $920,314 |
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 2021 | Fiscal Year 2020 |
Ernst & Young LLP | $12,500 | $17,400 |
PricewaterhouseCoopers LLP | $0 | $0 |
Tait, Weller & Baker | $2,300 | $2,300 |
Aggregate Fees | $14,800 | $19,700 |
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 2021 | Fiscal Year 2020 |
Ernst & Young LLP | $194,040 | $162,228 |
PricewaterhouseCoopers LLP | $46,750 | $42,140 |
Tait, Weller & Baker | $17,300 | $17,300 |
Aggregate Fees | $258,090 | $221,668 |
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 2021 | Fiscal Year 2020 |
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: |
| (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 2021 | Fiscal Year 2020 |
Ernst & Young LLP | $206,540 | $179,628 |
PricewaterhouseCoopers LLP | $46,750 | $352,558 |
Tait, Weller & Baker | $19,600 | $19,600 |
Aggregate Fees | $260,390 | $551,786 |
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) On May 13, 2021, the Board, upon the recommendation of the Fund’s audit committee, dismissed PricewaterhouseCoopers, LLP as independent registered public accounting firm for the SGI Small Cap Growth Fund and selected Ernst & Young LLP as the independent registered public accounting firm for the Fund.
The reports by PricewaterhouseCoopers, LLP on the financial statements of the Fund as of and for the fiscal years ended August 31, 2020 and August 31, 2019, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended August 31, 2020 and August 31, 2019 and the subsequent interim period from September 1, 2020 through May 13, 2021, there were no (1) disagreements with PricewaterhouseCoopers, LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreements, or (2) reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K.
The Fund provided PricewaterhouseCoopers LLP with a copy of the foregoing disclosures. Attached as Exhibit 13(a)(4) is a copy of PwC’s letter, dated November 4, 2021, stating that it agrees with such statements.
During the Fund’s fiscal years ended August 31, 2020 and August 31, 2019 and the subsequent interim period from September 1, 2020 through May 13, 2021, neither the Fund, nor anyone on its behalf has consulted with Ernst & Young LLP on items which (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Fund’s financial statements or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K under the Securities Exchange Act of 1934, as amended) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).
(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 | 11/3/21 | |
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 | 11/3/21 | |
| | |
By (Signature and Title)* | /s/ James Shaw | |
| James Shaw, Treasurer | |
| (principal financial officer) | |
| | |
Date | 11/3/21 | |
| * | Print the name and title of each signing officer under his or her signature. |